The Directors have pleasure in presenting their 46th Annual Report and
the Audited Accounts of the Company for the year ended 31st March 2011.
For the For the
Year ended Year ended
31.03.2011 31.03.2010
(Rs in Lakhs) (Rs in Lakhs)
FINANCIAL RESULTS
Operating Profit : Profit before
Interest, Depreciation and Tax
(PBIDT) 11862 11876
Less : Interest and Finance charges 2003 2122
Profit before Depreciation and Tax
(PBDT) 9859 9754
Less : Depreciation 2948 2895
Profit before Tax (PBT) 6911 6859
Less: Provision for Taxation - Current 1820 1800
-Deferred (230) (300)
Profit after Tax (PAT) 5321 5359
Add : Balance Profit from last year 654 356
Surplus for Appropriation 5975 5715
Transfer to General Reserve 4200 4200
1st Interim Dividend-Re.0.50
per Equity Share 433 390
(P.Y: Re.0.45 per Equity Share
of Re.1/- each)
Final Dividend- Re.0.40 per
Equity Share 347 347
(P.Y: Re.0.40 per Equity
Share of Re.1/- each)
Tax on Dividend 128 124
Balance carried over to Balance Sheet 867 654
TOTAL 5975 5715
DIVIDEND
Your Directors have pleasure in recommending a Final Dividend of
Re.0.40 per Equity Share of Re.1/- each. Together with the Interim
Dividend of Rs.0.50 per Equity Share of Re.1/- each paid during the
year, the total Dividend for the year 2010-11 is Re.0.90 per Equity
Share of Re.1/- each. (During the Previous Year 2009-10, an Interim
Dividend of Re.0.45 and a Final Dividend of Re.0.40 per Equity Share of
Re.1/- each were paid making a total Dividend of Re.0.85 per Equity
Share).
TAXATION
An amount of Rs. 1820 Lakhs towards Current year Income-Tax, and Rs.
128 Lakhs towards Dividend Tax have been provided for the year 2010-11.
In respect of Deferred Tax, an amount of Rs. 230 Lakhs has been
adjusted against liability.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company continues to take keen interest in conservation of energy
and the information required under Section 217(1)(e) of the Companies
Act, 1956, read with the relevant Rules, with regard to Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
are given in Annexure which forms part of this Report.
INDUSTRIAL RELATIONS:
Industrial relations continue to be cordial and harmonious at all the
Units. Employees are extending their fullest co-operation for the
various cost reduction measures of the Company.
PARTICULARS OF EMPLOYEES:
In terms of provisions of Section 217(2A) of the Companies Act, 1956,
read with The Companies (Particulars of Employees) Rules, 1975, as
amended, the names and particulars of Employees are set out in the
Annexure to the Directors Report. Having regard to the provisions of
Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the
aforesaid information is being sent to all the Members of the Company
and others entitled thereto. Any Member interested in obtaining such
particulars may write to the Corporate Office of the Company.
RESEARCH AND DEVELOPMENT EFFORTS:
During the year under review, the Company continued its Research &
Development efforts in respect of conventional and non- conventional
Fibres and in production technology for manufacture of Fibre Cement
Sheets/Calcium Silicate Boards.
DIRECTORS:
Since the last AGM held on 02.08.2010, there had been no change in the
composition of the Board of Directors. In accordance with the
provisions of the Companies Act, 1956 / Articles of Association, Shri
N.K. Shrikantan Raja and Shri S.S. Ramachandra Raja are the Directors
who will be retiring by rotation and are eligible for re-election.
PUBLIC DEPOSITS:
The Total Deposits from the general public outstanding with the Company
as on 31st March 2011 were Rs. 13.91 Lakhs including the deposits
renewed in accordance with Section 58A of the Companies Act, 1956.
SHARES:
The Annual Listing Fees have been paid to the three Stock Exchanges for
the F. Y 2011-12.
AUDITORS:
M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants and M/s.
CNGSN & Associates, Chartered Accountants, Auditors of the Company
retire at the end of the 46th Annual General Meeting and are eligible
for re-appointment.
As per Orders dated 2nd and 3rd May, 2011 issued by the Government of
India, Ministry of Corporate Affairs, New Delhi, from the Financial
Year commencing from 01.04.2011, the Cost Accounting Records
(pertaining to the Companys Clinker Grinding Unit at
Kharagpur, West Bengal and Power Generation activities) will have to be
audited by a Cost Auditor. Accordingly the Board of Directors has
appointed Geyes & Co., Cost Accountants, Chennai, as the Cost Auditor
for the F. Y 2011-12.
SUBSIDIARY COMPANIES :
Government of India, Ministry of Corporate Affairs, vide their General
Circular No: 2/2011 dated 08.02.2011, has granted general exemption
under Section 212(8) of the Companies Act, 1956 to the Companies from
attaching the full text of the Financial Statements of the Subsidiaries
along with the Companys accounts / Annual Report subject to certain
conditions being fulfilled. As required under the said general
exemption Circular, the Consolidated Financial Statements have been
presented in this Annual Report and the other required disclosures on
the Companys three Subsidiaries namely (a) M/s. Sudharsanam
Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka
and (c) Sri Ramco Roofings Lanka Private Limited, Sri Lanka have also
been made in this Report.
The Annual Accounts of the three Subsidiary Companies and the related
detailed information will be made available to the Share holders of the
Company as also the Shareholders of the Subsidiary Companies seeking
such information at any point of time. The Annual Accounts of the
three Subsidiary Companies will also be kept for inspection by any
Shareholder, at the Corporate Office of the Company and of the
Subsidiary Companies concerned.
CONSOLIDATED FINANCIAL STATEMENTS:
As required under Accounting Standard 21, issued by The Institute of
Chartered Accountants of India, the Audited Financial Statements of the
parent Company and the three Subsidiary Companies have been
consolidated and such Consolidated Financial Statements for the year
ended 31.03.2011 along with the Auditors Report thereon are annexed
hereto and the same form part of this Annual Report.
CORPORATE GOVERNANCE:
The Company has complied with the requirements regarding Corporate
Governance as required under Clause 49 of the Listing Agreements with
the Stock Exchanges. A Report on Corporate Governance followed by the
Company is enclosed. The Certificate from the Statutory Auditors of the
Company, regarding compliance of the requirements under Corporate
Governance stipulated by the Stock Exchanges has also been reproduced
in this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors confirm that –
In the preparation of the annual accounts for the year ended 31st March
2011, the applicable Accounting Standards had been followed;
The selected accounting policies were applied consistently and
judgments and estimates that are reasonable and prudent were made so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the Company for that
period;
Proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act had been
taken for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
The Annual Accounts were prepared on a going concern basis.
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. RAMASUBRAHMANEYA RAJHA
Date : 25.05.2011 Chairman
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