Your Directors have pleasure in presenting their 60th Annual
Report and the Audited Accounts of the Company for the year ended 31st March
2025.
FINANCIAL RESULTS
|
For the Year ended 31.03.2025 |
For the Year ended 31.03.2024 |
|
Rs in lakhs |
Rs in lakhs |
|
Separate |
Separate |
| Total Revenue |
1,44,009 |
1,33,355 |
| Operating Profit : Profit before Interest,
Depreciation and Tax (PBIDT) |
16,543 |
13,856 |
| Less : Interest |
1,679 |
2,450 |
| Profit before Depreciation and Tax (PBDT) |
14,864 |
11,406 |
| Less : Depreciation |
3,322 |
3,451 |
| Add : Exceptional items |
- |
- |
| Net Profit/ Loss before Tax (PBT) |
11,542 |
7,955 |
| Less: Provision for Taxation - Current |
2,774 |
1,843 |
| Deferred |
54 |
152 |
| Current Tax adjustment of Earlier year |
(122) |
- |
| Net Profit / Loss after Tax (PAT) |
8,836 |
5,960 |
| Other Comprehensive Income for the year (Net
of Tax) |
(438) |
2,010 |
| Total Comprehensive Income for the year (TCI) |
8,398 |
7,970 |
| Movement of Retained earnings |
|
|
| Opening balance of Retained earning |
60,128 |
56,199 |
| Add: Profit for the year |
8,836 |
5,960 |
| Less: Dividend paid during the year |
(651) |
(868) |
| Less: Transfer to General Reserve |
(1,250) |
(1,200) |
| Add : Transfer from FVTOCI Reserve |
(47) |
(3) |
| Add: Obligation of Financial guarantee
pursuant to IND AS, reversed |
- |
40 |
| Closing balance of Retained earnings |
67,016 |
60,128 |
SHARE CAPITAL
The paid up capital of the of the Company is Rs 8,68,09,060 /-
consisting of 8,68,09,060 shares of Rs 1/- each. There has been no change in the Capital
Structure of the Company during the year under review. The Company does not have any
scheme for issue of sweat equity to the employees or Directors of the Company.
The details of Employees Stock Option Schemes (ESOS) are provided in
this Report.
The details of the Secured Redeemable Non-Convertible Debentures issued
during the period under rev'ew are given below:
| (a) Name of the Series |
Not Applicable |
| (b) Date of Issue of the Securities |
07-02-2025 |
| (c) Date of Allotment of the Securities |
07-02-2025 |
| (d) Number of Securities |
10,000 |
| (e) Type of Issue |
Private Placement |
| (f) Details of the debt restructuring
pursuant to which the securities are issued |
Not Applicable |
| (g) Issue Price - per Instrument |
Rs 1.00 lakh |
| (h) Coupon Rate |
7.60% |
| (i) Maturity Date |
07-02-2028 |
| (j) Amount Raised |
Rs 100.00 Crores |
CHANGE IN THE NATURE OF BUSINESS
There have been no changes in the nature of business and operations of
the company during the financial year under review.
DIVIDEND
Your Directors have pleasure in recommending a dividend of Rs 1.00 per
share (PY Rs 0.75 per share) on the equity capital of the Company. This would entail an
outflow of Rs 868.09 lakhs with a payout ratio of Company's consolidated post tax
profit. As per the Dividend Distribution Policy of the Company, the Company should strive
to distribute at least 10% of Consolidated Post-Tax Profits as dividend.
The payment of dividend is in accordance with the “Dividend
Distribution Policy” of the company. The Policy is available on the website of the
Company under the weblink - http://www.ramcoindltd.com/policies.html
The Dividend Distribution Policy forms part of this report.
TRANSFER TO GENERAL RESERVES
After appropriations, a sum of Rs 670.16 crores has been kept as
retained earnings of the company and a sum of Rs 12.50 crores has been transferred to
General Reserve. As on 31.03.2025, the General reserve stands at Rs 538.23 Crores.
TAXATION
An amount of Rs 26.53 crores (C.Y Provision for Taxation of Rs 27.74
crores adjusted against P.Y Current Tax of Rs 1.22 crores) (P.Y Rs 18.43 crores) towards
Current Tax, Rs 0.54 crores (P.Y Rs 1.52 crores) towards Deferred tax has been provided
for the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Macro-Economic Review Global Economy
The global economy is projected to grow by 3.3% in 2024, maintaining a
steady performance amid a complex macroeconomic environment. However, growth is expected
to moderate to 2.8% in 2025 due to heightened trade tensions, protectionist measures, and
policy uncertainties.
While global headline inflation is on a declining trajectory, services
inflation remains persistent, complicating efforts to normalize monetary policy across
economies. These headwinds, combined with weak global trade and investment flows, are
expected to weigh on the medium-term global growth outlook.
Advanced economies are forecast to grow at 1.6% in 2024, with a slight
improvement to 1.8% in 2025. This modest recovery is underpinned by resilient labour
markets and improving consumer sentiment, despite elevated interest rates.
Emerging Markets and Developing Economies (EMDEs) are expected to grow
by 4.0% in both 2024 and 2025. Although this growth is relatively stronger than in
advanced economies, it falls short of the pre-pandemic average and may be insufficient to
make significant gains in poverty reduction and development
Amid these global challenges, India remains the fastest-growing major
economy. According to the National Statistical Office (NSO), India's real GDP grew by
an impressive 9.2% in FY 2023-24, the highest in the past 12 years. This exceptional
performance was driven by strong momentum in key sectors such as construction, finance,
and professional services. In FY 2024-25, the Indian economy is projected to grow at 6.5%,
indicating a normalization in growth rates but still outperforming global peers.
Several factors are supporting India's growth trajectory.
Construction activity is expected to expand by 8.6%, bolstered by government- led
infrastructure projects. The financial and real estate sectors are forecast to grow by
7.2%, while trade, transport, and hospitality services may see 6.4% growth, reflecting
continued recovery in consumer-facing industries. Private consumption is projected to grow
by 7.6%, up from 5.6% the previous year, indicating healthy domestic demand. Government
consumption is estimated to rise by 4.1%, and private investment is forecast to increase
by 6.4%, highlighting robust business sentiment and investment activity.
Inflation in India is expected to remain within the Reserve Bank of
India's (RBI) target range, supported by declining food prices and timely government
interventions such as export bans and supply-side adjustments. Financial conditions remain
accommodative, and India's macroeconomic stability is underpinned by a strong banking
sector and prudent fiscal management. According to multilateral agencies such as the World
Bank and the IMF, India continues to demonstrate resilience and is well-positioned to lead
global growth, provided structural reforms, investment facilitation, and digital
innovation continue at the current pace.
(Source - World Bank / IMF Report / Reuters )
Review of Operations and Current Trends
A. BUILDING PRODUCTS DIVISION :
|
PRODUCTION |
SALES |
TURNOVER |
PRODUCT |
Qty. in M.T. |
Qty. in M.T. |
'in Lakhs |
|
31.03.25 |
31.03.24 |
31.03.25 |
31.03.24 |
31.03.25 |
31.03.24 |
Fibre Cement Sheets / Boards |
8,13,398 |
8,17,449 |
8,10,132 |
8,09,428 |
1,09,770 |
1,11,407 |
Fibre Cement (FC) Sheets:
During the year under review, the Sales quantity of FC Sheets showed a
de-growth of 1% compared to previous year and the Industry reportedly had a de-growth of
2% for the year.
Specific Markets in East, West & South registered a strong growth.
New geographical markets for sales are being explored amid stiff competition.
Competition is seen emerging from “Single plant Regional
Operators” and “ Franchise based operations”. Overall building material
segment faced a pricing pressure and lower demand.
Distribution width and depth was the source of market drive last year
and will continue to remain for the year as well. Taluk level dealer appointment has
augmented our distribution. Sales Realisation was down by 1%, where we constantly adjusted
the market selling price basis demand which was muted.
There was restricted demand noticed in specific segments of industries
viz. Tiles, Ceramics & Poultry for roofing requirements. Depreciation of Rupee also
affected the raw material's cost. Price of substitutes was on downward trend
facilitating usage.
Consistent and Judicious usage of raw materials and supplier
negotiations helped to partially mitigate the impact. Seeding of Colour Sheets in existing
distribution network is expected to help build new segment. Newer taluk market penetration
contributed higher double digit salience.
Promotional efforts are v'gorously taken to explore new potential areas
with more customized products. Greencor, Non-Asbestos roofing sheets have been well
accepted in the market and sales has been in encouraging state.
Fibre Cement Boards :
Export volumes degrew by 7% during 2024-25 (largely due to sharp
increase in ocean freights & manpower issues).
Registered an overall volume growth of 10% in Non-Asbestos Category
during the FY 2024-25.
1. Retail Growth: Retail saw a notable 23% growth, driven by channel
expansion in unrepresented and underrepresented areas.
2. Challenges in Project Business: The project business remained flat,
largely due to external factors like the Parliament Elections during Q1 and the
construction ban in Delhi NCR during H2 by NGT due to poor Air Quality Index. While this
impacted the overall growth, the growth in the retail segment helped to offset the
slowdown.
3. Niche Marketing Vertical Growth: The strategy of converting
alternative board products like Plywood, MDF, and WPC through Niche Marketing vertical is
paying off. The contribution from this vertical increased to 15% (from 12% in FY 2023-24)
on overall volumes, with a robust 29% growth year-over-year.
4. HILUX LITE Launch: The successful launch of HILUX LITE (Light Weight
Calcium Silicate Tile) appears to be a promising move.
5. HILUX Premium (GI channel & frames): The launch of HILUX Premium
accessories has been a promising development.
6. BTL Activities and Customer Engagement: Organized extensive BTL
(Below the Line) activities, including participation in Expos, Seminars, Conferences
organised by IIA and IIID, Participation in application specific events to connect with
key customer segments, from architects and interior designers to government departments
and contractors. This should help in strengthening the brand presence and fostering deeper
customer relationships.
Ramco SmartBuild - Technical Excellence in Green Dry Construction
Ramco SmartBuild Tech Services plays a pivotal role in supporting all
marketing channels of the company by providing robust technical support and creating
awareness about sustainable, green dry construction practices.
The core objective is to drive revenue through a strategic blend of
project engagement, technology promotion, design consultancy, and technical training.
Actively contribute to the growth and adoption of RIL's product portfolio, including
Hilux, Hicem, Hiden, Hilux Lite, and other allied solutions, by delivering end-to-end
technical support across a diverse range of construction projects.
Ramco SmartBuild offers comprehensive consultancy services in design,
structural planning, surface finishes, and board-based applications-ensuring optimal
outcomes for every dry construction initiative. Expert team works closely with architects,
contractors, and developers to deliver technically sound, cost-effective, and
time-efficient solutions.
Also support Company's international expansion by offering design
and consultancy services tailored to meet the unique requirements of overseas markets,
enhancing the global reach of the dry construction technologies.
In ongoing pursuit of innovation, Ramco SmartBuild continually explores
emerging technologies to deliver faster, smarter, and higher-quality construction
methodologies-cementing the position as a trusted partner in modern construction.
B. WIND MILLS:
During the Financial Year 2024-25, the Wind energy was low with
decrease of 9% compared to last year, from the existing 15 Wind Mills.
Position regarding Wind Mills was as follows: -
Total Capacity Installed : 16.73 MW
Total Units generated : 253 Lakh Units (P.Y: 278 Lakh Units)
Income earned : Rs 1682 Lakhs (P.Y: Rs 1817 Lakhs)
(by generation/sale of power)
C. COTTON YARN DIVISION - SRI RAMCO SPINNERS :
Production and Sales :
During the year 2024-25, the Unit had produced 24.22 Lakh Kgs. of
Cotton Yarn as compared to 26.65 Lakh Kgs. produced during the previous year.
The Unit had sold Yarn at 36.65 Lakh Kgs. (including traded yarn)
during the year under review as against 28.08 Lakh Kgs. during the year 2023-24.
The cotton production in India during the cotton season 2023-24 was 327
Lakh bales (170 Kgs), compared to 319 Lakh bales, representing a 3% increase.
At the beginning of the cotton season 2024-25, the Cotton Association
of India (CAI) estimated the cotton crop for the new season to be 302 Lakh bales (compared
to the previous year's 327 Lakh bales). However, the actual cotton arrivals in the
market reached 291 Lakh bales. The Cotton Corporation of India (CCI) covered 100 Lakhs
bales during 2024-25 and further increased the MSP price per quintal of medium staple
cotton and long staple cotton by 8% and 7% respectively. Despite some price correction in
cotton, the fall in yarn prices was much sharper, leading to a wider disparity that
affected the margins of yarn spinners across India.
International Cotton prices were traded in the range of 78.18 US cents
per LB to 99.74 US cents per LB compared to domestic cotton prices which traded in the
range of 76.80 US cents per LB to 93.32 US cents per LB.
The company strategically shifted its focus to more value-added counts,
and imported more high-quality cotton when prices were at reasonable levels. This strategy
helped the company procure diversified varieties of cotton from across the globe and offer
competitive prices for its yarn. In February 2024, the Government of India exempted
Customs duty on the import of Extra Long Staple Cotton exceeding 32 mm, enhancing the
competitiveness of Indian exporters for premium products.
Expecting the Cotton Prices will come down and increase in yarn prices,
your Directors are hopeful in achieving good results during the year 2025-26.
The Company is taking various steps to expand its market presence both
in domestic and international markets and hope to achieve higher volume of sales in value
added yarns in the forthcoming years and hope to achieve better performance during the
year 2025-26.
D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE)
LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE) LIMITED, SRI LANKA:
At a Consolidated level of both the Companies, the Net Sales were SLR
1,06,320 lakhs (INR 30,195 lakhs) as against SLR 87,106 lakhs (INR 22,752 lakhs) during
the corresponding previous year.
In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a
statement containing the salient features of the Financial Statements of the subsidiaries
is attached in Form AOC-1 as Annexure -1 to the Board's Report.
There is no proposal to transfer any amount to the General Reserves and
any amount to be retained in the statement of Profit and Loss.
The Company has no material subsidiaries.
CONSOLIDATED FINANCIAL STATEMENTS :
The Company has 5 Associate Companies viz. The Ramco Cements Limited,
Rajapalayam Mills Limited, Ramco Systems Limited, Ramco Industrial and Technology Services
Limited, Madurai Trans Carrier Limited.
As per provisions of Section 129(3) of the Companies Act, 2013 and
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
[SEBI (LODR)], Companies are required to prepare Consolidated Financial Statements of its
subsidiaries and Associates to be laid before the Annual General Meeting of the Company.
Accordingly, the Consolidated Financial Statements incorporating the accounts of
Subsidiary Companies and Associate Companies along with Auditors' Report thereon,
forms part of this Annual Report.
As per Section 136(1) of the Companies Act,2013 the financial
statements including consolidated financial statements are available at the Company's
website at the following link at http://www.ramcoindltd.com/financial_performance.html
Separate audited accounts in respect of the subsidiary companies are
also made available at the Company's website. The Company shall provide a copy of
separate audited financial statements in respect of its subsidiary companies to any
shareholder of the Company who asks for it.
The consolidated net profit after tax of the Company amounted to Rs
93.65 crores for the year ended 31st March, 2025 as compared to Rs 72.97 crores
of the prev'ous year.
The Consolidated Total Comprehensive Income for the year under rev'ew
is Rs 173.69 crores as against Rs 177.48 crores of the prev'ous year. Key Financial Ratios
Pursuant to Schedule V (B) of SEBI (LODR), the Key Financial Ratios for
the year 2024-25 are given below:
| Sl No Particulars |
2024-25 |
2023-24 |
Formula adopted |
Variation |
Reasons where the variance is over 25% |
| 1 Debtors Turnover Ratio (days) |
23 |
19 |
365 days/(Revenue from sale of Products /
Average Trade Receivables) |
21% |
|
| 2 Inventory Turnover Ratio (days) |
146 |
158 |
365 days/(Revenue from sale of Products /
Average Inventories) |
-8% |
|
| 3 Interest Coverage Ratio |
9.85 |
5.64 |
EBITDA/ (Interest + Interest Capitalised) |
75% |
Due to increase in Operating Cash Profit and
decrease in Finance Cost |
| 4 Debt Service Coverage Ratio |
5.62 |
2.24 |
(EBITDA-Current Tax)/ (Principal repayment +
Total Interest) |
154% |
Due to increase in Operating Cash Profit and
decrease in Finance Cost |
| 5 Current Ratio |
1.81 |
1.62 |
Total Current Assets/Total Current
Liabilities |
12% |
|
| 6 Debt-Equity Ratio |
0.20 |
0.21 |
Long Term Debt / Total Equity |
-5% |
|
| 7 Operating Profit Margin |
8% |
6% |
Operating Profit Before Tax / Net Income from
Operation |
33% |
Increase in Operational margin |
| 8 Net Profit Margin |
6% |
4% |
Net Profit after Tax / Total Income |
50% |
Increase in Operational margin |
| 9 Return on Networth |
9% |
9% |
(Total Comprehensive Income + Interest) /
Average Net worth |
- |
|
| 10 Total Debt / EBITDA |
1.55 |
1.74 |
Total Debt / EBITDA |
-11% |
|
| 11 Return on Capital Employed |
7% |
7% |
Total Comprehensive Income + Interest /
(Average of Equity plus Total Debt) |
- |
|
| 12 Price Earnings Ratio |
22.48 |
29.27 |
Market price per share as at 31st
March / Earning per share |
-23% |
|
a. EBITDA denotes Operating Profit Before Tax + Interest + Depreciation
& Amortisation
Directors and Key Managerial Personnel:
Pursuant to rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, it
is reported that Justice Shri.P P S Janarthana Raja (Retd.) (DIN 06702871), aged 73 years,
has been appointed as an Independent Director for a period of 5 years from 1.10.2024 by
members at the 59th AGM held on 16.08.2024 and Smt.Soundara Kumar (DIN
01974515) has been appointed as an Independent Director with effect from 23.03.2025 for a
period of five years by members, through Postal ballot. Further, Shri V.Santhanaraman (DIN
00212334) and Smt.Justice Chitra Venkataraman (Retd.) (DIN 07044099) Independent Directors
had been retired on 30.09.2024 and 23.03.2025 respectively, due to completion of two
consecutive terms of five years each in office in accordance with the special resolutions
passed by the members at the AGM held on 08.08.2019. The Board has recorded its
appreciation for the contributions made by them to the Company during their tenure.
In accordance with the Section 159 and other applicable statutory
provisions of the Companies Act, 2013, Regulation 17(1A) of SEBI (LODR) and the
Company's Articles of Association Shri N K Shrikantan Raja (DIN: 00350693) aged 76
years, retires at the ensuing Annual General Meeting and being eligible, has offered
himself and seeks for his re-appointment, which was recommended by Nomination and
Remuneration Committee and Special resolution has also been included as he attained the
age of 75 years as per Regulation 17(1A) of SEBI (LODR), in the Notice convening the 60th
Annual General Meeting scheduled to be held on 13.08.2025, for the approval of members.
The disclosures for re-appointment of Director as required under
Secretarial Standard - 2 are available in the Notice convening the AGM.
The Independent Directors hold office for a fixed term of 5 years and
are not liable to retire by rotation.
The Company has received necessary declarations from all the
Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that
they meet the criteria of independence as laid down under Section 149(6) of the Companies
Act, 2013. Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
In the opinion of the Board of Directors, the Independent Directors
have relevant proficiency, integrity, expertise and experience.
Pursuant to rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, it
is reported that there have been no changes in the Directors and Key Managerial Personnel
other than above, during the year under review and after the end of the year and upto the
date of the report.
The Company had formulated a code of conduct for the Directors and
Senior Management Personnel and the same has been complied with.
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 not been an occasion, where the Board had not accepted any
recommendation of the Audit Committee.
The Company has a policy relating to appointment and remuneration of
Directors, Key Managerial Personnel and Other Employees duly approved by the Board of
Directors, based upon the recommendation of the Nomination and Remuneration Committee, in
accordance with Section 178(3) of the Companies Act, 2013.
As per provision to Section 178(4) of the Companies Act, 2013, the
salient features of the Nomination and Remuneration Policy should be disclosed in the
Board's Report. Accordingly, the following disclosures 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 attract, retain and motivate directors of the quality required to run the
company successfully;
(b) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks;
(c) remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its goals.
The Nomination and Remuneration Committee and this Policy are in
compliance with the Companies Act, 2013 and SEBI (LODR).
The web address of the Policy is - http://www.
https://www.ramcoindltd.com/file/Investors/Policies/Nomination_and_Remuneration_
Policy.pdf
As required under Regulation 25(7) of SEBI (LODR) Regulations, the
Company has programmes for Familiarisation for the Independent Directors about the nature
of the Industry, Business model, roles, rights and responsibilities of Independent
Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI
(LODR) Regulations, the details of the Familiarisation Programme for Independent Directors
are available at the Company's website, at the following link at
https://www.ramcoindltd.com/file/Investors/
Board_of_Directors/2023-2024/DIRECTORS%20FAMILIARISATION%20PROGRAMME%202023-24.pdf
The details of the familiarization programme are explained in the
Corporate Governance Report also.
The details of remuneration received by the Managing Director, during
the year under review are available in the Corporate Governance report.
BOARD EVALUATION
Pursuant to Section 134(3)(p) of the Companies Act, 2013, and
Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors have evaluated the
quality, quantity and timeliness of the flow of information between the Management and the
Board, Performance of the Board as a whole and its Members and other required matters.
Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, the
Nomination and Remuneration Committee has laid down evaluation criteria for performance
evaluation of Independent Directors, which will be based on attendance, expertise and
contribution brought in by the Independent Director at the Board and Committee Meetings,
which shall be taken into account at the time of reappointment of Independent Director.
Pursuant to Regulation 17(10) of SEBI (LODR), the Board of Directors
have evaluated the performance of Independent Directors and observed the same to be
satisfactory and their deliberations beneficial in Board / Committee meetings.
Pursuant to Regulation 4(2)(f)(ii)(9) of SEBI (LODR), the Board of
Directors have reviewed and observed that the evaluation framework of the Board of
Directors was adequate and effective.
The Board's observations on the evaluations for the year under
review were similar to their observations for the previous year. No specific actions have
been warranted based on current year observations.
The Company would continue to familiarise its Directors on the
industry, technological and statutory developments, which have a bearing on the Company
and the industry, so that Directors would be effective in discharging their expected
duties.
MEETINGS
During the year, four Board meetings were held. The details of number
and dates of Meetings of the Board and Committees held during the financial year including
the number of meetings attended by each Director are given in the Corporate Governance
Report. The details of the Committees constituted by the Board are available in the
Corporate Governance Report. Subsequent to the retirements of Shri V. Santhanaraman and
Smt. Justice Chitra Venketaraman (Retd.) and appointments of Justice Shri P.P.S.
Janarthana Raja (Retd.) and Smt. Soundara Kumar, there have been changes in the
composition of the Board committees. The revised composition of the committees are
available in the Corporate Governance Report.
RECOMMENDATION OF AUDIT COMMITTEE
There has not been an occasion, where the Board had not accepted any
recommendation of any Committee of the Board. SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively. The Company is in compliance with all the applicable Secretarial
Standards.
PUBLIC DEPOSITS
The Company had no fixed deposits. The Company has decided not to
accept fresh deposits from 01.04.2014 and to avail the option provided under Section 74 of
the Companies Act, 2013 and repaid all the existing deposits together with the accrued
interest thereon by complying with the formalities required in this regard.
ORDERS PASSED BY THE REGULATORS
Pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 it is
reported that no significant and material orders have been passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's operations in
future.
Further, no application against the Company has been filed or is
pending under the Insolvency and Bankruptcy Code 2016, nor has the Company done any one
time settlement with any Bank or Financial Institutions during the year under review,
hence the provisions of details of difference in valuation arising between such one time
settlement and the loan taken from the Banks does not arise.
INTERNAL FINANCIAL CONTROLS
In accordance with Section 134(5)(e) of the Companies Act, 2013, the
Company has Internal Financial Controls Policy by means of Policies and Procedures
commensurate with the size and nature of its operations and pertaining to financial
reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is
hereby confirmed that the Internal 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, Guarantees and Investments along with the purposes are provided under Notes
No.9,10,40,41 of Notes to the separate Financial Statements.
AUDITS
STATUTORY AUDIT
As per the provisions of Section 139 of the Companies Act,2013,
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 Statutory
Auditors of the company
at the 52nd Annual General Meeting, were re-appointed at the
57th Annual General Meeting of the Company for another and second term
of 5 years. No change is proposed in the Auditors for the Company.
In accordance with Regulation 33(1)(d) of SEBI (LODR) Regulations 2015,
the auditors have submitted the necessary certificates issued by Peer Review Board of the
Institute of Chartered Accountants of India.
The report of the Statutory Auditors for the year ended 31st
March, 2025 does not contain any qualification, reservation or adverse remark or
disclaimer. No fraud has been reported by the Company's Auditors.
COST AUDIT
As per Rule 3 of Companies (Cost Records and Audit) Rules, 2014 the
company is required to maintain cost records and accordingly such records and accounts are
made and maintained.
The Board of Directors at their meeting held on 23.05.2025, as
recommended by Audit Committee, had approved the appointment of M/s N.Sivashankaran &
Co, Cost Accountants as the Cost Auditors of the Company to audit the Company's Cost
Records relating to manufacture of Fibre Cement Products (FCP & CSB) and Cotton Yarn
for the year 2025-26 at a remuneration of Rs 3,00,000/- (Rupees Three lakhs only)
exclusive of GST and out of pocket expenses.
The remuneration of the cost auditor is required to be ratified by the
members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and
Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to
their remuneration had been included in the Notice convening the 60th Annual
General Meeting scheduled to be held on 13th August, 2025, for ratification by
the Members.
The Cost Audit Report for the financial year 2023-24 due to be filed
with Ministry of Corporate Affairs by 02.09.2024 had been filed on 19.08.2024. The Cost
Audit Report for the financial year 2024-25 due to be submitted by the Cost Auditor within
180 days from the closure of the financial year will be filed with the Ministry of
Corporate Affairs within 30 days of such submission.
SECRETARIAL AUDIT
M/s.Sriram Krishnamurthy & Co., (Formerly known as M/s S.
Krishnamurthy & Co.,) Company Secretaries and Secretarial Auditor for the year 2024-25
in pursuance of the provisions of Section 204 (1) of the Companies Act, 2013, submitted
the Secretarial Audit Report for the year ended 31st March, 2025 which is
attached as Annexure - 2. The report does not contain any qualification, reservation or
adverse remark or disclaimer.
As per Pursuant to Regulation 30 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors had at its meeting held
on 23.05.2025, approved the appointment of M/s. RSGK & Associates, Practicing Company
Secretaries as Secretarial Auditors of the Company, subject to approval of the Members.
The Board of Directors, based on the recommendation of the Audit Committee considered and
recommended the appointment M/s RSGK Associates, Practising Company Secretaries as
Secretarial Auditors of the Company for Audit period of 5 (five) consecutive years
commencing from FY 2025-26 till FY 2029-2030, subject to approval of the Members of the
Company at the ensuing Annual General Meeting (AGM).
There are no changes in the Statutory, Cost and Secretarial Auditors of
the Company during the year under review and upto the date of this report except mentioned
above.
EXTRACT OF ANNUAL RETURN
In accordance with Clause 22 of Secretarial Standard on Report of the
Board of Directors (SS 4), a copy of the Annual Return in Form MGT -7 for the year ended
31st March 2024 has been placed on the website of the Company and the web link
of such Annual Return is https://www.ramcoindltd.com/annual_returns.html
CORPORATE GOVERNANCE
The Company has complied with the requirements regarding Corporate
Governance as stipulated in SEBI (LODR) Regulations, 2015. As required under Schedule V
(C) of SEBI (LODR), a report on Corporate Governance being followed by the Company is
attached as Annexure - 3.
No complaints had been received pertaining to sexual harassment, during
the year under review. The relevant statutory disclosure pertaining to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are
available at Point No: 10(l) of Corporate Governance Report.
As required under Schedule V (E) of SEBI (LODR), a Certificate from the
Statutory Auditors of the Company confirming the compliance of conditions of Corporate
Governance is attached as Annexure - 4.
As required under Regulation 34(3) read with Schedule V Para C (10)(i)
of SEBI (LODR), Certificate from the Secretarial Auditor that none of the Company's
Directors have been debarred or disqualified from being appointed or continuing as
directors of Companies, is enclosed as Annexure - 5.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee
and adopted a CSR Policy which is based on the philosophy that “As the Organisation
grows, the Society and Community around it also grows.”
The Company has undertaken various projects in the areas of education,
health, rural development, water and sanitation, promotion and development of traditional
arts, protection of national heritage, livelihood enhancement projects etc., largely in
accordance with Schedule VII of the Companies Act, 2013.
The CSR obligation pursuant to Section 135(5) of the Companies Act,
2013, for the year 2024-25 is Rs 205.98 lakhs (after adjusting previous year 2023-24
excess of Rs 4.34 lakhs from Rs 210.32 lacs which is 2% of average net profit of past 3
years for the year 2024-25). As against this, the Company has spent Rs 246.78 lakhs on
CSR. CSR Committee recommended to carry forward and set off the excess amount spent to the
tune of Rs 40.80 lakhs to the financial year 2025-26. Also the Company had spent a sum of
Rs 19.14 lakhs on other social causes which do not qualify under the classifications
listed out in Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities
as prescribed under Companies (Corporate Social Responsibility 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 22 of SEBI (LODR), the Company has established a Vigil mechanism and has a
Whistle Blower Policy. The Policy provides the mechanism for the receipt, retention and
treatment of complaints and to protect the confidentiality and anonymity of the
stakeholders. The complaints can be made in writing to be dropped into the Whistle Blower
Drop Boxes or through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the
sole access to these. The Policy provides to the complainant access to the Chairman of the
Audit Committee. The web link for the Vigil Mechanism is disclosed in the Corporate
Governance Report.
RISK MANAGEMENT POLICY
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and
Regulation 17(9) of SEBI (LODR), the Company has developed and implemented the Risk
Management Policy. The policy envisages identification of risk and procedures for
assessment and strategies to mitigate/minimisation of risk thereof. The Risk Management
Policy of the Company is available at the Company's website, at the following
weblink: https://www.ramcoindltd.com/file/RISK_MANAGEMENT_POLICY_RIL.pdf
RISK MANAGEMENT
The Company's risk management system is designed to identify the
potential risks that can impact the business and device a framework for its mitigation
along with periodical reviews to reflect changes in market conditions and the
company's activities. The Company's Board of Directors has the overall
responsibility of the establishment and oversight of risk management framework. The Audit
Committee and Risk management committee periodically review the execution of risk
management plan and advice the management wherever necessary.
| Key Risks |
Mitigation measures |
| Currency Fluctuation Risks |
|
| The Company has exposure to USD and other
foreign currency denominated transactions for import of Raw material, Stores & Spares
and Capital goods, besides exports of finished goods and borrowings in foreign currency.
Any unfavourable movement in currency prices can impact profitability. |
The Company has Forex hedging policies to
hedge Foreign currency loans, import transactions by booking forward contracts based on
the prevailing foreign exchange market conditions, after taking into consideration the
anticipated foreign exchange inflows/outflows, timing of cash flows, tenure of the forward
contract. The company, in its textile Division, avails Packing credit in foreign Currency
on receipt of export orders and hence the incidence of currency fluctuations are
minimised. |
| Information Technology Risk |
|
| The Company's operations are completely
dependent on IT systems, which requires careful management of the information that is in
our possession to ensure data privacy. The cyberattack threat of unauthorised access and
misuse of sensitive information or disruption to operations continue to increase across
the world. Such an attack would affect the business operations in a number of ways,
including disruption to sales, production and cash flows, ultimately impacting our
results. |
Organization's Critical Data is stored
in an Information Rights Management System. Data is encrypted as per policy, to protect
security and privacy. Endpoint device security is enabled in the entire organization to
block all unauthorized data transfers. Strong virus, malware, grey-ware, spyware, Trojans,
spam, ransomware protection systems with Botnet Protection, Application Control and Web
Application Firewall have been deployed. Hardware like, routers, firewalls, servers,
secure remote access, endpoints are kept OEM up-to-date. All obsolete hardware, software,
protocols and operating system are not in use. Strong IT policies are in place to protect
business data and data privacy. All external communication media have ACL (Access Control
List). Integrated Data Protection Manager deployed for backup purpose. Mission critical
applications and data are replicated from the data centre to Disaster Recovery Site for
business continuity. |
| Interest rate Risk |
|
| Interest rate risk arises from long-term
borrowings with variable rates, which exposed the company to cash flow interest rate risk.
The Company's fixed rate borrowing are carried at amortized cost and therefore are
not subject to interest rate risk as defined in Ind AS 107 since neither the carrying
amount nor the future cash flows will fluctuate because of the change in market interest
rates. The Company is exposed to the evolution of interest rates and credit markets for
its future refinancing, which may result in a lower or higher cost of financing, which is
mainly addressed through the management of the fixed/ floating ratio of financial
liabilities. |
The Company constantly monitors credit
markets to strategize a well-balanced maturity profile in order to reduce both the risk of
refinancing and large fluctuations of its financing cost. The Company believes that it can
source funds for both short term and long term at a competitive rate considering its
strong fundamentals on its financial position. |
| Liquidity Risk |
|
| Liquidity Risks are those risk that the
Company will not be able to settle or meet its obligations on time or at reasonable price |
Monitoring and optimizing working capital is
achieved through tightened control measures in collection of receivables, negotiation of
credit periods with suppliers, maintain adequate inventory based on business requirements
and thereby maintaining a level of cash and cash equivalents deemed adequate to finance
the company's operations. The Company maintains flexibility in funding by keeping
both committed and uncommitted credit lines available with bankers. The Company has laid
well defined policies and procedures facilitated by robust information system for timely
and qualitative decision making by the management including its day-to-day operations |
| Geo-Political Risk - (Russia -Ukraine war
risk) |
|
| The company's geo-political risk arises
from its sourcing the raw material from Russia on whom US, UK, EU and other countries have
imposed partial sanctions. |
The company is able to import of raw material
from Russia and the company's banks are making payments to Russian origin goods on
submission of declaration and after making necessary checks with respect to restrictions
on sanctions. However, to mitigate the risk, the company reviewing constantly its share of
its purchases from non-Russian countries and also considers making payment to non-Russian
countries and in currencies other than USD. |
|
To mitigate the risk, the company maintains
adequate stock levels so that there is no disruption in production. |
| Credit Risk |
|
| Credit Risk is the risk of financial loss to
the Company if the customer or counterparty to the financial instruments fails to meet its
contractual obligations and arises principally from the Company's receivables.
Treasury Operations and other operations that are in the nature of lease. The
Company's exposure to credit risk is influenced mainly by the individual
characteristic of each customer. The Company extends credit to its customers in the normal
course of business by considering the factors such as financial reliability of customers.
The Company evaluates the concentration of the risk with respect to trade receivables as
low, as it customers are located in several jurisdictions and operate in largely
independent markets. |
The Company maintains adequate security
deposits / Bank Guarantees from many of its customers based on market condition. Advance
payments are obtained for the value of the material from the Project / one time / new
entrants. The exposures with the Government are generally unsecured but they are
considered as good. However, unsecured credits are extended based on the creditworthiness
of the customers on case to case basis. Trade receivables are written off when there is no
reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to
engage in a repayment plan with the Company and where there is probability of default, the
Company creates provision based on Expected Credit Loss for trade receivables under
simplified approach. |
| Marketing Risk |
|
| Fibre Cement Industry is a highly competitive
industry, largely due to dependants in fibre imports. More manufacturing capacity have
sprung up. Fibre Cement Industries is seasonal in nature and logistic sensitive. |
Quality Product with pricing, Benchmarking,
Substitutes and In-House Branding will help get an edge over competition. |
| Human Resource Risk |
|
| Loss of key employees due to resignation or
retirement, overstaffing / understaffing, higher attrition rate, inadequate training for
employees, employee wellness, and disturbances in industrial relations are identified as
the key risk factors in human resource |
Human Resource risk is mitigated by
forecasting annual manpower to hire right people at right time. Various retention
methodologies are followed like employee friendly benefits like extending loan schemes,
transfer option to preferred location in genuine cases, Group Medical Insurance and Group
Personal Accident Insurance Scheme and buffer scheme. Training programmes are conducted to
employees based on functional roles. Periodic Wellness sessions on health related topics
are being conducted with expert doctors from reputed hospitals. Maintaining cordial
relationship with Unions, local leaders and carrying out CSR projects relevant to the
local needs have ensured that there were no loss of man-days due to such disturbances. |
RELATED PARTY TRANSACTIONS
Prior approval / omnibus approval is obtained from the Audit Committee
for all Related Party transactions and the transactions are also periodically placed
before the Audit Committee for its approval. The details of contracts entered into by the
Company during the year as per Form AOC 2 is enclosed as Annexure - 7.
No transaction with the related party is material in nature except
transaction with Raja Charity Trust which was approved by Shareholders at 56th
Annual General Meeting held on 19.08.2021, in accordance with Company's “Related
Party Transaction Policy” and Regulation 23 of SEBI (LODR).
In accordance with Ind AS-24, the details of transactions with the
related parties are set out in the Disclosures forming part of Financial Statements.
As required under Regulation 46 (2) (g) of SEBI (LODR), the Related
Party Transaction Policy is disclosed in the Company's Website and its weblink is
-https://www.ramcoindltd.com/file/Investors/Policies/RELATED_PARTY_TRANSACTION_POLICY_RIL_29012020.pdf
As required under Regulation 46(2)(h) of SEBI (LODR), the
Company's Material Subsidiary Policy is disclosed in the Company's website and
its weblink is - https://www.ramcoindltd.com/file/MATERIAL_SUBSIDIARY_POLICY_2015.pdf
MATERIAL CHANGES SINCE 1st APRIL 2025
There have been no other material changes affecting the financial
position of the company between the end of the financial year and till the date of this
report.
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,
Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure -8.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosures with respect to remuneration as required under Section
197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure -9.
The statement containing names of the top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1), (2) & (3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure
forming part of this report.
However, the annual report is being sent to the Members, excluding the
aforesaid Annexure. In terms of Section 136 of the Companies Act,2013 the said Annexure is
open for inspection. Any member interested in obtaining a copy of the same may write to
the Company Secretary.
EMPLOYEE STOCK OPTION SCHEME ( ESOS)
At the Annual General Meeting held on 19.08.2021 the Members had
approved the following Employee Stock Option Schemes :
| Name of the Scheme |
Total No of Options |
Exercise Price |
Vesting Period |
Maximum Term |
Source |
Variation in terms |
| ESOS 2021- Plan A |
5,00,000 |
Rs 1/- per share |
One year from the date of grant |
On or before 31st December of the
Immediately succeeding financial year in which the vesting was done |
Primary |
Nil |
| ESOS 2021- Plan B |
5,00,000 |
Rs 30/- per share |
One year from the date of grant |
On or before 31st December of the
Immediately succeeding financial year in which the vesting was done |
Primary |
Nil |
The relevant disclosure in terms of Rule 12 of Companies (Share Capital
and Debentures) Rules, 2014 and Secretarial Standard on Report of the Board of Directors
are given below :
Details of Movement of Employee Stock Options during the year:
| Sl.No Particulars |
ESOS 2021 PLAN A |
ESOS 2021 PLAN B |
| (a) Number of options granted during the year |
32,500 |
Nil |
| (b) Number of options vested during the year |
Nil |
Nil |
| (c) Number of options exercised during the
year |
Nil |
Nil |
| (d) Number of shares arising as a result of
exercise of options |
Nil |
Nil |
| (e) Number of options lapsed during the year |
Nil |
Nil |
| (f) Exercise Price |
Rs 1/- |
Rs 30/- |
| (g) Variation of terms of options |
Nil |
Nil |
| (h) Money realized by exercise of options
(INR), if scheme is implemented directly by the Company |
Nil |
Nil |
| (i) Total Number of options in force
(available for grant, but not yet granted) |
3,34,000 |
4,87,500 |
(j) Employee-wise details of options granted to
| (i) Key Managerial Personnel |
Nil |
|
Nil |
| (ii) Any other employee who receives a grant
in any one year of option amounting to 5% or more of option granted during that year |
Shri K.M. Muthu Padmanaban |
6,000 |
Nil |
|
Shri N. Pothiraju |
2,500 |
|
|
Shri K. Muthukumar |
2,500 |
|
|
Shri M. Manivannan |
2,500 |
|
|
Shri B. Subramanian |
2,500 |
|
|
Shri Prakash Joshi |
2,000 |
|
|
Shri R. Durai Shankar |
2,500 |
|
|
Shri S. Pazhaniyappan |
2,000 |
|
|
Shri J. Rajesh |
4,000 |
|
|
Shri N. Srinivasan |
2,000 |
|
|
Shri P.K. Azhaka Raja |
2,000 |
|
|
Shri A. Sivagurunathan |
2,000 |
|
| (iii) Identified employees who were granted
option, during any one year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the company at the time of grant |
Nil |
|
Nil |
The purpose of these plans are to facilitate Eligible Persons
(Employees with Long Service and Contributed to the growth of the Company) through
ownership of shares of the Company to participate and gain from the Company's
performance, thereby acting as a suitable reward. Participation in the ownership of the
Company, through share based compensation schemes will be a just reward for the employees
for their continuous hard work, dedication and support, which has led the Company to be
what it is today.
The Plan is intended to :
* Create a sense of ownership within the organisation;
* Encourage Employees to continue contributing to the success and
growth of the organisation;
* Retain and motivate Employees;
* Encourage eligible persons to align their performance with Company
Objectives;
* Reward Eligible persons to align their performance with Company
objectives;
* Align interest of Eligible Persons with those of the organisation.
The Schemes are in compliance with the SEBI Regulations. During the
year under review, no material changes have been made in the schemes.
A Certificate from the Company's Secretarial Auditors, with
respect to implementation of the above Employee Stock Option Schemes in accordance with
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution
passed by the Members of the Company, has been received and same is attached as Annexure
-10.
The details as required under part F of Schedule I read with Regulation
14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are
disclosed on the company's website and the weblink is given below :
https://www.ramcoindltd.com/esos.html INDUSTRIAL RELATIONS a PERSONNEL
Industrial relations continue to be cordial and harmonious at all the
Units. Employees at all levels are extending their fullest cooperation for the various
cost reduction measures of the Company. There is a special thrust on Human Resources
Development with a view to promoting creative and group effort.
CREDIT RATING
The ratings for the Company's borrowing are available in Corporate
Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ( BRSR)
The details of key initiatives with respect to Stakeholder
relationship, customer relationship, environment, sustainability, health and safety are
available in the BRSR for the year 2024-25 which forms part of this report.
SHARES
The Company's shares are listed in BSE Limited and National Stock
Exchange of India Limited and the Annual Listing Fees have been paid for the F.Y. 2025-26
respectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Dividend amount remaining unclaimed/unpaid for a period of over 7 years
was transferred to IEPF as detailed below :
| Dividend Details |
Amount Transferred |
Date of Transfer to IEPF |
| 2016-17 |
' 1,93,939/- |
30.08.2024 |
Shares corresponding to the dividend for the financial year 2016-17
were transferred to IEPF, as detailed below :
| No. of Shares |
Date of Transfer to IEPF |
| 9,602 |
28th & 29th
October 2024 |
Year wise amount of unpaid /unclaimed dividend lying in the unpaid
account and corresponding shares, which are liable to be transferred
to IEPF and due dates for such transfer, are tabled below:
| Year |
Type of Dividend |
Date of Declaration of Dividend |
Last Date for Claiming Unpaid Dividend |
Due Date for Transfer to IEP Fund |
No. of Shares of' 1/- each |
Amount of unclaimed / unpaid Div'dend as on
31-03-2025 In ' |
| 2017-18 |
Dividend |
03-08-2018 |
02-08-2025 |
01-09-2025 |
2,76,676 |
1,38,338.00 |
| 2018-19 |
Dividend |
08-08-2019 |
07-08-2026 |
06-09-2026 |
2,23,737 |
1,11,868.50 |
| 2019-20 |
Interim Div'dend |
03-03-2020 |
02-03-2027 |
01-04-2027 |
3,51,567 |
1,75,783.50 |
| 2020-21 |
Dividend |
12-03-2021 |
11-03-2028 |
10-04-2028 |
2,54,458 |
2,31,535.00 |
| 2021-22 |
Dividend |
10-08-2022 |
09-08-2029 |
08-09-2029 |
4,72,015 |
3,98,534.00 |
| 2022-23 |
Dividend |
10-08-2023 |
09-08-2030 |
08-09-2030 |
2,42,827 |
2,12,860.00 |
| 2023-24 |
Dividend |
16-08-2024 |
15-08-2031 |
14-09-2031 |
9,48,957 |
5,91,001.75 |
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 explanation relating to material departures, if any, in the preparation of the
annual accounts for the year ended 31st March, 2025;
(b) they had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on 31st
March, 2025 and of the profit of Company for the year ended on that date;
(c) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets 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 and that such financial controls are adequate and were operating effectively;
and
(f) they had dev'sed proper systems to ensure compliance with the
prov'sions of all applicable laws and that such systems were adequate and operating
effectively.
RESEARCH AND DEVELOPMENT EFFORTS
During the year, the company strategically advanced its pursuit of a
cost-efficient and technically optimized manufacturing mix encompassing calcium silicate
boards, fibre cement boards, non-asbestos roofing sheets and light weight calcium silicate
tiles. Our Research and Development Laboratory has been accredited by National
Accreditation Board for Testing and Calibration Laboratories (NABL) and International
Laboratory Accreditation Cooperation - Mutual Recognition Arrangement (ILAC MRA)
underscoring its compliance with national and global recognized standards.
ACKNOWLEDGEMENT
The Directors are grateful to the various Departments and agencies of
the Central and State Governments for their help and co-operation. They are thankful to
the Financial Institutions and Banks for their continued help, assistance and guidance.
The Directors wish to place on record their appreciation of employees at all levels for
their commitment and their contribution.
|
On behalf of the Board of Directors |
|
For RAMCO INDUSTRIES LIMITED |
| Place: Chennai |
P.R. VENKETRAMA RAJA |
| Date : 23.05.2025 |
Chairman |