You are here » Home » Companies ยป Company Overview » The Ramco Cements Ltd

The Ramco Cements Ltd.

BSE: 500260 Sector: Industrials
NSE: RAMCOCEM ISIN Code: INE331A01037
BSE 00:00 | 24 Apr 2020 The Ramco Cements Ltd
NSE 05:30 | 01 Jan 1970 The Ramco Cements Ltd

Notice: Undefined property: stdClass::$market_capital_for_nse in /usr2/unibs/application/modules/live-market/views/scripts/company/bs-new-bse-nse-block.php on line 17
OPEN 563.00
PREVIOUS CLOSE 567.45
VOLUME 19840
52-Week high 883.30
52-Week low 456.50
P/E 20.44
Mkt Cap.(Rs cr) 12,682
Buy Price 534.00
Buy Qty 20.00
Sell Price 541.95
Sell Qty 1.00
OPEN 563.00
CLOSE 567.45
VOLUME 19840
52-Week high 883.30
52-Week low 456.50
P/E 20.44
Mkt Cap.(Rs cr) 12,682
Buy Price 534.00
Buy Qty 20.00
Sell Price 541.95
Sell Qty 1.00

The Ramco Cements Ltd. (RAMCOCEM) - Director Report


Notice: Undefined variable: pattern in /usr2/unibs/application/modules/live-market/views/scripts/company/annual-report.php on line 72

Company director report

Your Directors have pleasure in presenting their 60th Annual Report and theAudited Financial Statement of the Company for the year ended 31st March 2018.

FINANCIAL RESULTS (Rs. in Crores)
SEPARATE FINANCIALS Year ended 31-03-2018 Year ended 31-03-2017
Revenue (Net of Duties and Taxes) 4443.00 3993.05
Operating Profit: Profit before Interest Depreciation and Tax (PBIDT) 1136.07 1238.16
Less: Interest 59.21 103.52
Profit before Depreciation and Tax (PBDT) 1076.86 1134.64
Less: Depreciation 292.20 284.49
Profit before tax 784.66 850.15
Less: Tax Expenses
Current Tax 204.54 187.00
Excess Tax Provision related to earlier years written back (4.86) -
Deferred Tax 22.02 15.90
Deferred Tax adjustment of earlier years 7.30 (2.04)
Profit After Tax 555.66 649.29
Other Comprehensive Income for the year (Net of Taxes) (1.72) (1.24)
Total Comprehensive Income for the year (TCI) 553.94 648.05

CAPITAL AND BUY-BACK

The paid up capital of the Company was Rs.238076780/- consisting of 238076780shares of Rs.1/- each as on 31-03-2017.

The Board of Directors at their meeting held on 07-02-2017 approved a buy-back ofshares upto a maximum size of Rs.180 crores at a price not exceeding Rs.720/- per shareand maximum of 25 lakh shares. The shares were bought back through Open Market purchaseson the Stock Exchanges from 12-04-2017 to 16-08-2017.

The Company had purchased the 25 lakh shares at an average rate of Rs.673/- per shareat a total cost of Rs.168.12 Crores including brokerage and other charges and net of inputtax credits. The Company had also completed the extinguishment formalities for the sharesbought back and consequently the paid up share capital of the company stands atRs.235576780 comprising of 235576780 shares of Rs.1/- each as on 31-03-2018.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.3/- per share on theequity capital of the Company as against Rs.3/- per share for the previous year. Therecommendation of the dividend by the Directors is in accordance with the "DividendDistribution Policy" of the Company.

TAXATION

An amount of Rs.199.68 crores towards Current Tax and Rs.29.32 crores towards DeferredTax have been provided for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

CEMENT DIVISION

PRODUCTION

Particulars April 2017 to March 2018 April 2016 to March 2017

Increase over previous year

(In Tons) (In Tons) (In Tons) (In %)
Clinker 7164750 6067259 1097491 18
Cement 9315855 8310513 1005342 12

SALES

During the year under review the sale of cement was at 93.12 lakh tons compared to83.48 lakh tons showing an increase of 12%. As against this the overall growth of thecement market for the country for the year under review was about 6 to 7%.

This is the first year the Company's production and sale of cement had crossed the 9million mark.

There has been a decent growth in the sales in the Southern States which is theCompany's core market except in Tamil Nadu. Due to sluggishness in economic developmentin Tamil Nadu the Company could not improve its sales compared to previous year.Scarcity of sand in the State has also contributed to the lack of growth. However therewere signs of improvement in the second half of the year under review which are expectedto continue in the current year.

The Company has grown strongly in the Eastern Markets during the year under review.This had contributed to the significant growth in the overall sales of the Company for theyear. The grinding units at Kolaghat and Vizag had enabled the Company to serve theEastern Markets efficiently which has contributed to the increase in market share in thatarea.

During the year under review the Company has exported 1.31 lakh tons as against 1.39lakh tons during the previous year. The export turnover of the Company for the year wasRs.55.97 crores as against Rs.52.35 crores of the previous year.

COST

Average diesel price had increased by 8% during the year which had resulted in theincrease in transportation cost of both raw materials and finished goods.

During the year cost of Pet Coke and Coal had also steeply increased. The Company isexploring ways to minimise the impact of cost. As part of this objective the Company hasstarted using alternate fuel.

The reduction in borrowings by Rs.310 Crores together with the reduction of 1.13% inthe average rate of interest has resulted in decrease in interest cost.

READY MIX CONCRETE DIVISION

The Division has produced 36624 cu.m of concrete during the year accounting for arevenue of Rs.15.55 crores (Net of duties and taxes) as against 17604 cu.m of concreteaccounting for a revenue of Rs.7.46 crores during the previous year.

DRY MORTAR DIVISION

The Division has produced 39290 tons of Dry Mortar during the year as against 39851tons produced during the previous year. The Division has sold 39224 tons of Dry Mortaraccounting for a revenue of Rs.26.33 crores (Net of duties and taxes) during the year asagainst 39843 tons of Dry Mortar accounting for a revenue of Rs.25.81 crores during theprevious year.

WIND FARM DIVISION

The Division has generated 2624 lakh units as compared to 2747 lakh units in theprevious year. Out of this 2543 lakh units were generated from the wind farms in TamilNadu and 81 lakh units from the wind farms in Karnataka. Out of the units generated inTamil Nadu 393 lakh units were meant for adjustment against the power consumed in ourplants and balance 2150 lakh units have been sold to Tamil Nadu Generation andDistribution Corporation Limited (TANGEDCO) for a value of Rs.64.38 crores. The unitsgenerated in Karnataka were fully consumed at our Mathodu Cement Plant.

The installed capacity of the wind farm of the company was 125.95 MW as on 31-03-2018comprising of 108 Wind Electric Generators.

The income during the year from the Division was Rs.66.96 crores as against Rs.72.44crores of the previous year.

POWER PLANTS

During the year under review the 6 MW thermal power project at Jayanthipuram had beencommissioned in December 2017. On commissioning the aggregate capacity of the thermalpower plants had gone up to 175 MW. The power generated from the thermal power plants weremostly used for self-consumption in the cement manufacturing.

NEW PROJECTS

The Company is establishing a Line III at the existing Jayanthipuram Plant with aclinkerisation capacity of 1.5 Million Tonnes Per Annum (MTPA). The cost of the project isRs.680 crores and is expected to be commissioned in the year 2019-2020.

The Company is establishing a cement grinding unit at Haridaspur in Jajpur District inthe State of Odisha with a cement grinding capacity of 0.9 MTPA. The cost of the projectis Rs.515 crores and is expected to be commissioned in the year 2019-2020.

The Company is expanding its Vizag grinding unit by going in for another line with agrinding capacity of 1.1 MTPA. The cost of the project is Rs.250 crores and is expected tobe commissioned in the year 2019-2020.

The Company is expanding its Kolaghat grinding unit by going in for another line with agrinding capacity of 1.1 MTPA. The cost of the project is Rs.330 crores and is expected tobe commissioned in the year 2019-2020.

The clinker that would be manufactured from the Line III of Jayanthipuram would meetthe requirements of the proposed grinding units.

The cement produced at the grinding units would help the Company to further expand itsmarkets in the Coastal Districts of Andhra Pradesh and in the States of Odisha Jharkhandand West Bengal.

The proposal to establish the grinding units near fly ash/slag availability areas andmajor cement consumption areas would enable the Company to economise its transportationcosts and serve the markets in a better way.

The Company has also acquired a cement grinding unit from Ramco Industries Limited inMarch 2018. The Plant having a capacity to grind 0.2 MTPA of cement is located inKharagpur West Bengal.

TURNOVER AND PROFITABILITY

The total revenue (net of duties and taxes) for the year was Rs.4443.00 crores asagainst Rs.3993.05 crores of the previous year showing an increase of 11%. The lack ofgrowth in the Company's core markets has contributed to lower realisation for the yearcompared to the previous year.

The operating profit and profit aftertax for the year had decreased to Rs.1136.07crores and Rs.555.66 crores as against Rs.1238.16 crores and Rs.649.29 croresrespectively of the previous year. The lower Operating Profit and Net Profit compared toprevious year was mainly due to lower realisation and increase in energy cost.

The Total Comprehensive Income for the year under review is Rs.553.94 crores as againstRs.648.05 crores of the previous year. After appropriations a sum of Rs.200 crores hasbeen kept as retained earnings of the Company and the remaining amount has beentransferred to General Reserve.

SUBSIDIARY COMPANY

The Company has a subsidiary viz. Ramco Windfarms Limited whose capital is Rs.1.00crore out of which 71.50% is held by our Company. The rest of the share capital is heldby Ramco Group of Companies.

The installed capacity of the Subsidiary Company was 39.835 MW as on 31-03-2018comprising of 127 Wind Electric Generators.

The Subsidiary Company had generated 436 lakh units of power as compared to 451 lakhunits of power during the previous year.

The revenue and profit after fax for the subsidiary company for the year ended31-03-2018 were Rs.17.45 crores and Rs.4.54 crores compared to Rs.17.81 crores and Rs.4.35crores respectively of the previous year.

In accordance with Rule 5 of Companies (Accounts) Rules 2014 a statement containingthe salient features of the Financial Statements of the Subsidiary and Associates isattached in Form AOC-1 as Annexure -1.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has 6 Associate Companies viz. Rajapalayam Mills Limited Ramco IndustriesLimited Ramco Systems Limited Sri Vishnu Shankar Mill Limited Lynks Logistics Limitedand Madurai Trans Carrier Limited.

As per provisions of Section 129(3) of the Companies Act 2013 and Regulation 34 ofLODR Companies are required to prepare consolidated financial statements of itsSubsidiaries and Associates to be laid before the Annual General Meeting of the Company.Accordingly the consolidated financial statements incorporating the accounts ofSubsidiary Company and Associate Companies along with the Auditors' Report thereon formspart of this Annual Report.

As per Section 136(1) of the Companies Act 2013 the financial statements includingconsolidated financial statements are available at the Company's website at the followinglink at http://www.ramcocemenfs.in/financial-performance.aspx

Separate audited accounts in respect of the subsidiary company are also made availableat the Company's website. The Company shall provide a copy of separate audited financialstatements in respect of its Subsidiary Company to any shareholder of the Company who asksfor it.

The consolidated net profit aftertax of the company amounted to Rs.563.76 crores forthe year ended 31st March 2018 as compared to Rs.662.74 crores of the previousyear.

The Consolidated Total Comprehensive Income for the year under review is Rs.562.86crores as against Rs.662.32 crores of the previous year.

DIRECTORS

As informed in the Board's Report for the year ended 31st March 2017Shri.P.R.Venketrama Raja had been appointed as Chairman & Managing Director witheffect from 4th June 2017 consequent to the passing away ofShri.P.R.Ramasubrahmaneya Rajha.

Shri.M.F.Farooqui IAS (Retd.) (DIN: 01910054) has been coopted on 30-08-2017 as anAdditional Director under Independent Director category. He will hold the office till thedate of the forthcoming Annual General Meeting. It is proposed to appointShri.M.F.Farooqui as a Director under Independent Director category at the Annual GeneralMeeting to hold office for 5 consecutive years with effect from 30-08-2017 without beingsubject to retirement by rotation.

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules 2014 it is reported thatthere have been no changes in the Key Managerial Personnel during the year under review.

The Independent Directors hold office for a fixed term of 5 years and are not liable toretire by rotation. No Independent Director has retired during the year.

The Company has received necessary declarations from all the Independent Directorsunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.

At the Annual General Meeting held on 28-07-2014 the following Directors wereappointed as Independent Directors for a period of 5 years from 01-04-2014 to 31-03-2019.

Shri.R.S.Agarwal

Shri.M.B.N.Rao

Shri.M.M.Venkatachalam

They are eligible for reappointment for another period of 5 years as IndependentDirectors from 01-04-2019 to 31-03-2024. In accordance with Section 149(10) of theCompanies Act 2013 their reappointment has been proposed in the Notice convening theAnnual General Meeting as Special Resolutions.

The Nomination and Remuneration Committee and Board of Directors at the Meetings heldon 23-05-2018 have evaluated the performance of the Independent Directors and based on thecontribution of the Directors have recommended their reappointment.

The Audit Committee has four members out of which three are Independent Directors.Pursuant to Section 177(8) of the Companies Act 2013 it is reported that there has notbeen an occasion where the Board had not accepted any recommendation of the AuditCommittee.

In accordance with Section 178(3) of the Companies Act 2013 and based upon therecommendation of the Nomination and Remuneration Committee the Board of Directors haveapproved a policy relating to appointment and remuneration of Directors Key ManagerialPersonnel and Other Employees.

As per Proviso to Section 178(4) the salient features of the Nomination andRemuneration Policy should be disclosed in the Board's Report. Accordingly the followingdisclosures are given:

Salient Features of the Nomination and Remuneration Policy:

The objective of the Policy is to ensure that

(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(c) remuneration to directors key managerial personnel and senior management shall beappropriate to the working of the company and its goals.

The Nomination and Remuneration Committee and this Policy shall be in compliance withthe Companies Act 2013 and LODR.

The web address of the Policy is-http://www.ramcocements.in/ pdffiles/policies/NOMINATION%20AND%20REMUNERATION% 20POLICY.pdf

As required under Regulation 25(7) of LODR the Company has programmes forfamiliarisation for the Independent Directors about the nature of the industry businessmodel roles rights and responsibilities of Independent Directors and other relevantinformation. As required under Regulation 46(2)(i) of LODR the details of theFamiliarisation Programme for Independent Directors are available at the Company'swebsite at the following link at http://www.ramcocements.in/Familiarisation.aspx

The details of the familiarisation programme are explained in the Corporate GovernanceReport also.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act 2013 and Regulation 25(4) of LODRIndependent Directors have evaluated the quality quantity and timeliness of the flow ofinformation between the Management and the Board performance of the Board as a whole andits Members and other required matters.

Pursuant to Schedule II Part D of LODR the Nomination and Remuneration Committee haslaid down evaluation criteria for performance evaluation of Independent Directors whichwill be based on attendance expertise and contribution brought in by the IndependentDirector at the Board Meeting which shall be taken into account at the time ofreappointment of Independent Director.

Pursuant to Regulation 17(10) of LODR the Board of Directors have evaluated theperformance of Independent Directors and observed the same to be satisfactory and theirdeliberations beneficial in Board / Committee meetings.

Pursuant to Regulation 4(f)(2)(ii) of LODR the Board of Directors have reviewed andobserved that the evaluation framework of the Board of Directors was adequate andeffective.

The Board's observations on the evaluations for the previous year were similar to theirobservations for the year under review. No specific actions have been warranted based oncurrent year observations. The Company would continue to familiarise its Directors on theindustry technological and statutory developments which have a bearing on the Companyand the industry so that Directors would be effective in discharging their expectedduties.

MEETINGS

During the year six Board Meetings were held. The details of the number and dates ofMeetings of the Board and Committees held during the financial year indicating the numberof Meetings attended by each Director are given in the Corporate Governance Report.

SECRETARIAL STANDARD

As required under Clause 9 of Secretarial Standard 1 the Board of Directors confirmthat the company has complied with applicable Secretarial Standards.

PUBLIC DEPOSITS

The Company has decided not to accept deposits from 01-04-2014.

The Company had 7 unclaimed fixed deposits amounting to Rs.1.00 lakh at the beginningof the year. During the year the Company has transferred 2 deposits to an extent of' 0.24lakhs together with the accrued interest thereon to IEPF in accordance with Section125(2)(i) and (k) of the Companies Act 2013. Consequently the deposits remainingunclaimed as on 31-03-2018 have come down to 5 in numbers amounting to Rs.0.76 lakhs.

No deposit has been claimed from 01-04-2018 till the date of this report.

ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules 2014 it is reported that nosignificant and material orders have been passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company's operations in future.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act 2013 the Company hasInternal Financial Controls by means of Policies and Procedures commensurate with the size& nature of its operations and pertaining to financial reporting. In accordance withRule 8(5)(viii) of Companies (Accounts) Rules 2014 it is hereby confirmed that theInternal Financial Controls are adequate with reference to the financial statements.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act 2013 the details of loans guaranteesand investments are provided under Note 52(c)(3) 52(c)(7) and 52(a)(28) of Disclosuresforming part of Separate financial statements.

AUDITS

STATUTORY AUDIT

The Companies Amendment Act 2017 had removed the necessity for ratification of theappointment of Statutory Auditors by Members at every Annual General Meeting during theirtenure of appointment. Accordingly the practice of seeking yearly ratification for theappointment of Statutory Auditors at the Annual General Meeting is dispensed with.

M/s.Ramakrishna Raja And Co. Chartered Accountants (FRN:005333S) and M/s.SRSV &Associates Chartered Accountants (FRN:015041S) who have been appointed as the StatutoryAuditors of the company at the 59th Annual General Meeting would be theAuditors of the Company till the conclusion of the 64th Annual General Meetingof the Company to be held in the year 2022.

The report of the Statutory Auditors for the year ended 31st March 2018 doesnot contain any qualification reservation or adverse remark.

COST AUDIT

The Board of Directors had approved the appointment of M/s.Geeyes & Co. CostAccountants as the Cost Auditors of the Company to audit the Company's Cost Records forthe year 2018-19 at a remuneration of Rs.4.50 lakhs.

The remuneration of the cost auditor is required to be ratified by the members inaccordance with the provisions of Section 148(3) of the Companies Act 2013 and Rule 14 ofCompanies (Audit and Auditors) Rules 2014. Accordingly the matter relating to theirremuneration had been included in the Notice convening the 60th Annual GeneralMeeting scheduled to be held on 03-08-2018 for ratification by the Members.

The Cost Audit Report for the financial year 2016-17 due to be filed with Ministry ofCorporate Affairs by 02-09-2017 had been filed on 31-08-2017. The Cost Audit Report forthe financial year 2017-18 due to be submitted by the Cost Auditor within 180 days fromthe closure of the financial year will be filed with the Ministry of Corporate Affairswithin 30 days thereof.

SECRETARIAL AUDIT

M/s.S.Krishnamurthy & Co. Company Secretaries have been appointed to conduct theSecretarial Audit of the Company. Pursuant to Section 204(1) of the Companies Act 2013the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31stMarch 2018 is attached as Annexure-2. The report does not contain any qualificationreservation or adverse remark.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inForm MGT-9 is attached herewith as Annexure - 3.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance asstipulated in LODR. As required under Schedule V(C) of LODR a Report on CorporateGovernance being followed by the Company is attached as Annexure-4. As required underSchedule V(E) of LODR a Certificate from the Secretarial Auditors confirming complianceis also attached as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors have constituted a Corporate Social Responsibility (CSR) Committee and adopted aCSR Policy which is based on the philosophy that "As the Organisation grows theSociety and Community around it also grows."

The Company has undertaken various projects in the areas of education health ruraldevelopment water and sanitation promotion and development of traditional artsprotection of national heritage livelihood enhancement projects etc. largely inaccordance with Schedule VII of the Companies Act 2013.

The CSR obligations pursuant to Section 135(5) of the Companies Act 2013 for the year2017-18 is Rs.12.56 crores. As against this the Company has spent Rs.10.93 crores on CSRleaving a shortfall of Rs.1.63 crores. Because of want of identification of projects theshortfall had occurred. However the company had spent a sum of Rs.0.50 crores on othersocial causes and projects which do not qualify as CSR expenditure under theclassifications listed out in Schedule VII of the Companies Act 2013.

The Annual Report on CSR activities as prescribed under Companies (Corporate SocialResponsibility Policy) Rules 2014 is attached as Annexure - 6.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act 2013 and Regulation 22of LODR the Company has established a Vigil Mechanism and has a Whistle Blower Policy.The policy is available at the Company's website.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 and Regulation 17(9) of LODRthe Company has developed and implemented a Risk Management Policy. The Policy envisagesidentification of risk and procedures for assessment and minimisation of risk thereof.

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all RelatedParty Transactions and the transactions are also periodically placed before the AuditCommittee for its approval. The particulars of contracts entered into by the Companyduring the year as per Form AOC-2 is enclosed as Annexure - 7. No transaction with therelated party is material in nature in accordance with Company's "Related PartyTransaction Policy" and Regulation 23 of LODR. In accordance with Ind AS-24 thedetails of transactions with the related parties are set out in the Disclosures formingpart of Financial Statements.

As required under Regulation 46(2)(g) of LODR the Related Party Transaction Policy isdisclosed in the Company's website and its weblink is -

http://www.ramcocements.in/pdffiles/policies/RELATED%20 PARTY%20TRANSACTION%20POLICY%202015.pdf

As required under 46(2)(h) of LODR the Company's Material Subsidiary Policy isdisclosed in the Company's website and its weblink is -

http://www.ramcocements.in/pdffiles/policies/MATERIAL%20

SUBSIDIARY%20POLICY.pdf

FUTURE OUTLOOK

The Union Budget for the year 2018-2019 has focussed on uplifting of the rural economystrengthening of the agriculture sector healthcare for the economically less privilegedinfrastructure creation and MSME Sector.

The India Meteorological Department (IMD) has forecast a normal monsoon in 2018 withrainfall likely to be 97% of the long-term average.

The country had adopted the Goods and Services Tax a single tax to replace theexisting Central and State multi taxes and levies.

All the above factors are favourable for the sustained growth of the economyspecifically construction and infrastructure.

As all our plants are fully equipped with railway siding stand-by power back upfacility and are supported with grinding units at strategic locations our Company will beable to take full advantage of the economic momentum in the coming years.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act 2013 and Rule 8(3) of Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and

Foreign Exchange Earnings and Outgo is attached as Annexure-8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures in terms of provisions of Section 197(12) of the Companies Act 2013read with Rule 5(1) (2) & (3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 relating to remuneration are provided in Annexure - 9.

INDUSTRIAL RELATIONS & PERSONNEL

The Company has 3034 employees as on 31-03-2018. Industrial relations in all the Unitscontinue to be cordial and healthy. Employees at all levels are extending their fullsupport and are actively participating in the various programmes for energy conservationand cost reduction. There is a special thrust on Human Resources Development with a viewto promoting creative and group effort.

AWARDS RECEIVED DURING THE YEAR

The Company had been awarded the prestigious Chennai Best Employer Brand Award 2017 byEmployer Branding Institute - India for being exemplary in HR Practices and having usedmarketing communications effectively for Human Resources Development. This award is thefruit of cumulative and sustained efforts put in over a period of three decades in thearena of branding the company as an employer in its endeavour to attract and retain besttalents.

The Company had won many awards in Mines Environment and Mineral ConservationEnvironmental Health and Safety Mines Safety Quality Circles Kaizen 5S etc. duringthe year.

The Jayanthipuram Plant had been bestowed with an Award and Letter of Appreciation for"Better Environmental Practices followed in the Cement Industry for the year2016-17" in the State of Andhra Pradesh by Andhra Pradesh Pollution Control Board.

The Ramasamy Raja Nagar Plant had won the following awards:

* Second Best Improvement in Electrical Energy Performance for the years 2015-16 and2016-17 from National Council for Cement and Building Materials.

* Environment Health & Safety Excellence Award 2017 conferred by Confederation ofIndian Industry for Commitment to EHS Practices.

* National Award for Excellence in Energy Management-2017 from Confederation of IndianIndustry at the National Level Competition. The Plant had been awarded as an"Innovative Project" and "Excellent Energy Efficient Unit" AwardShield and Certificate of Merit.

The Alathiyur Plant had won the following awards:

* Best Environmental Excellence in Limestone Mines for the years 2015-16 and 2016-17from National Council for Cement and Building Materials.

* Second Best Environmental Excellence in Cement Plants for the year 2016-17 fromNational Council for Cement and Building Materials.

* Best Improvement in Energy Performance for the year 2016-17 from National Council forCement and Building Materials.

* Environment Health & Safety Excellence Award 2017 conferred by Confederation ofIndian Industry for the third time for Commitment to EHS Practices.

* National Award for Excellence in Energy Management-2017 from Confederation of IndianIndustry at the National Level Competition. The Plant had been bestowed with"Excellent Energy Efficient Unit" Award Shield and Certificate of Merit. This isthe 14th time such an award is received by the Plant.

The Ariyalur Plant had won second Best Environmental Excellence in Limestone Mines forthe year 2015-16 from National Council for Cement and Building Materials.

The Ariyalur Plant had been awarded with First Prize for Industrial Safety for the year2013 and Second Prize for Industrial Accident Free Environment in State level for the year2013 by Directorate of Industrial Safety and Health Chennai.

The Chengalpattu grinding unit was awarded "Green Award - 2015" by theHonourable Chief Minister of Tamil Nadu Thiru. Edappadi K.Palaniswami.

SHARES

The Company's shares are listed in BSE Limited and National Stock Exchange of IndiaLimited.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that (a)they had followed the applicable accounting standards along with proper explanationrelating to material departures if any in the preparation of the annual accounts for theyear ended 31st March 2018;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as on 31st March 2018 and of the profitof the company for the year ended on that date;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central andState Governments for their help and co-operation. They are thankful to the FinancialInstitutions and Banks for their continued help assistance and guidance. The Directorswish to place on record their appreciation of employees at all levels for their commitmentand their contribution.

On behalf of the Board of Directors
For THE RAMCO CEMENTS LIMITED
Chennai P.R. VENKETRAMA RAJA
23-05-2018 Chairman & Managing Director


Notice: Undefined variable: mediaAbsUrl in /usr2/unibs/application/modules/live-market/controllers/CompanyController.php on line 6119