Ramco Industries Ltd

To consider and pass the following Resolution, as an ORDINARY RESOLUTION:

“RESOLVED that the Company's Audited Standalone and Consolidated Financial Statements as at/for the financial year ended 31st March 2015, including statements of Profit and Loss, Balance Sheets, Cash Flow Statements, the Auditors' Reports thereon and the Board's Report, as circulated to the members and presented at the meeting be and are hereby adopted.”

To consider and pass the following Resolution, as an ORDINARY RESOLUTION:

“RESOLVED that a Dividend of ' 0.30/-per Equity Share be and is hereby declared for the financial year ended 31st March 2015 out of the profits of the Company for that year. ”

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that Shri. N.K. Shrikantan Raja (DIN 00350696), who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as Director of the Company.”

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that in terms of section 139 and other applicable provisions of the Companies Act,2013 and the rules made thereunder, the appointment of M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants holding Firm Registration No.001208S and M/s.CNGSN & Associates LLP, Chartered Accountants holding Firm Registration No.004915S as Auditors of the Company for the second consecutive year viz. from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, out of their term of three consecutive years as approved at the Annual General Meeting held on 28-07-2014, be and is hereby ratified.”

SPECIAL BUSINESS:

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Shri.V.Santhanaraman (DIN 00212334) appointed by the Board of Directors as an Additional Director of the Company in the category of an Independent Director with effect from 1st October, 2014 pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of Annual General Meeting, and being eligible, offer himself for appointment and in respect of whom the Company has received a notice in writing from a member, pursuant to the provisions of Section 160 of the Companies Act, 2013 signifying his intention to propose the candidature of Shri.V.Santhanaraman for the office of a Director, be and is hereby appointed as a Director of the Company, in the category of Independent Director for a period of 5 (five) consecutive years from the date of his appointment by the Board viz. 1st October, 2014.”

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules,2014, Smt. Justice Chitra Venkataraman (Retd.)

(DIN. 07044099) appointed by the Board of Directors as an Additional Director of the Company in the category of an Independent Director, with effect from 24th March 2015 pursuant to the provisions of Section 161 of the Companies Act,2013 and the Articles of Association of the Company and who holds office up to the date of Annual General Meeting, and being eligible, offer herself for appointment and in respect of whom the Company has received a notice in writing from a member, pursuant to the provisions of Section 160 of the Companies Act,2013 signifying his intention to propose the candidature of Smt. Justice Chitra Venkataraman (Retd.) for the office of a Director, be and is hereby appointed as a Director of the Company, in the Category of Independent Director for a period of 5 consecutive years from the date of her appointment viz. 24th March,2015 ”

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that pursuant to the provisions of Section 148 (3) and other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of ' 2,50,000/- per annum exclusive of service tax and out of pocket expenses to M/s Geeyes & Co., Cost Accountants for auditing the Cost Records relating to manufacture of Fibre Cement Product (FCP), Calcium Silicate Board (CSB), Cement Clinker Grinding for the Financial years 2014-15, 2015-16 and 2016-17 and for Cotton Yarn for the Financial years 2015-16 and 2016-17, as recommended by the Audit Committee and approved by the Board of Directors, be and is hereby ratified.”

To consider and, if thought fit, to pass the following Resolution as a SPECIAL RESOLUTION:

“RESOLVED that the consent of the Company be and is hereby accorded in terms of Section 180(1)(a) and all other applicable provisions, if any, of the Companies Act, 2013, to the Board of Directors of the Company to create by way of mortgage, hypothecation, lien or in any other manner on all or any of the movable and/or immovable properties of the Company wheresoever situate both present and future and /or the whole or substantially the whole of the undertaking or the undertakings of the Company in favour of the Financial Institutions/ Banks/Trusts/Mutual Funds or any other Institutions/ Companies /Authorities / Debenture Holders / Entities in such form and manner and with such ranking and at such time and on such terms as the Board of Directors may determine for securing the loans/facilities sanctioned or to be sanctioned to the company or for securing the securities or any other debt instruments etc. issued or to be issued that fall within Board's powers, together with interest, remuneration of the trustees and/or any other Institutions/Companies/ Authorities, premium (if any) on redemption and all other costs, charges and expenses payable by the Company in terms of the trust deed and/or any other agreements/documents, etc. to be finalized and executed between the Company and the agents and trustees and/or any other Institutions or Authorities and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board and the agents and trustees and / or any other Institutions or Authorities.”

To consider and, if thought fit, to pass the following Resolution as a SPECIAL RESOLUTION:

“RESOLVED that in terms of Clause 49 VII of the Listing Agreement with the Stock Exchanges approval be and is hereby accorded for the related party transactions in the nature of Sale of Building products during the year ended 31st March,2015 as well as those to be entered into from 01.04.2015 to 02.05.2017 arising out of the Sole Selling Agency Agreement entered with Raja Charity Trust notwithstanding that the transactions so entered into and those to be entered into individually or taken together with previous transactions during any financial year exceeds or may exceed 10% of the annual consolidated turnover of the Company as per its last audited financial statement.”

To consider and, if thought fit, to pass the following Resolution as a SPECIAL RESOLUTION:

“RESOLVED that pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules 2014 and pursuant to Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and such other applicable Regulations / Guidelines, approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any of the existing Committee of the Board or which the Board may constitute to exercise its powers, including the powers conferred by this Resolution) for making offer(s) or invitation(s) to subscribe to Secured Non-Convertible Debentures including but not limited to subordinate debt, bonds, and/ or other debt securities, etc., (hereinafter collectively referred as “Securities”) on a private placement basis, listed or unlisted in one or more tranches, during the period of one year from the date of passing this Special Resolution by the Members, upto a limit of ' 250 crores, within the overall outstanding borrowing limits approved by the Members.

RESOLVED further that the Board of Directors of the Company (including any Committee thereof), be and are hereby authorised to determine the terms of the issue including the class of investors to whom such Securities to be issued, time, total amount to be raised by issuance of Securities, the number of Securities, tranches, issue price, tenor, interest rate, premium/ discount, listing and to do all such acts, deeds, filings, matters and execute all such deeds, documents, instruments and writings as may be required, with powers on behalf of the Company to settle all questions, difficulties or doubts that may arise in this regard as the Board may in its sole and absolute discretion deems fit and delegate all or any of its powers herein conferred to any director(s) and/ or officer(s) of the Company, as it may in its absolute discretion deem it necessary.”