The Ramco Cements Ltd Directors Report.

Your Directors have pleasure in presenting their 63rd Annual Report and the Audited Accounts of the Company for the year ended 31st March 2021.

Rs. in Crores

Separate Financials

Financial Results Year ended 31-03-2021 Year ended 31-03-2020
Revenue (Net of Duties and Taxes) 5,303.08 5,405.64
Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT) 1,582.60 1,173.82
Less: Interest 87.62 71.35
Profit before Depreciation and Tax (PBDT) 1,494.98 1,102.47
Less: Depreciation 355.30 315.26
Profit before tax 1,139.68 787.21
Less: Tax Expenses
Current Tax 245.63 139.02
Current Tax adjustments of earlier years (1.61) 0.24
Deferred Tax 115.80 74.28
MAT Credit recognition - (36.74)
Deferred Tax adjustment of earlier years 18.78 9.32
Profit After Tax 761.08 601.09
Other Comprehensive Income for the year {Net of Tax of Rs. 2.77 crores [PY: Rs. 3.68 crores]} (3.13) (7.81)
Total Comprehensive Income for the year (TCI) 757.95 593.28

Changes in Capital and Debt Structure

At the beginning of the year, the paid up capital of the Company was Rs. 23,55,76,780/- consisting of 23,55,76,780 shares of Rs. 1/- each. During the year under review, 3,13,165 equity shares of Rs. 1/- each were allotted on exercise of employee stock options by the employees of the Company. Consequently, at the end of the year, the paid up capital of the Company had increased to Rs. 23,58,89,945/- consisting of 23,58,89,945 shares of Rs. 1/- each.

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 and in the relevant Annexure. The details of Secured Redeemable Non-Convertible Debentures issued during the year under review are given below:

(a) Name of the Series 5.50% Series E 5.50% Series F
(b) Date of issue and allotment of the securities 20-11-2020 25-02-2021 & 26-02-2021
(c) Number of securities 1950 2000
(d) Type of issue Private Placement Private Placement
(e) Details of the debt restructuring pursuant to which the securities are issued Not applicable Not applicable
(f) Issue price – per instrument Rs. 10.00 lakhs Rs. 10.00 lakhs
(g) Coupon rate 5.50% 5.50%
(h) Maturity date 20-05-2024 24-02-2023 :
Rs. 100 crores & 26-04-2023 :
Rs. 100 crores
(i) Amount raised Rs. 195 crores Rs. 200 crores

Dividend

Your Directors at the Board Meeting held on 12-03-2021 have approved payment of Interim Dividend of Rs. 3/- per share on the Equity Capital of the Company. Your Directors recommend this to be the total dividend for the year. The total dividend for the year amounted to Rs. 70.84 crores.

For the previous year, the Company had paid a dividend of Rs. 2.50 per share, with an outgo of Rs. 58.95 crores towards Dividend and Rs. 12.12 crores towards Dividend Distribution Tax. 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://ramcocements.net/ramcocements/pdffiles/policies/ DIVIDEND%20DISTRIBUTION%20POLICY%202016.pdf The Dividend Distribution Policy forms part of this Report.

Transfer to General Reserves

After appropriations, a sum of Rs. 200 crores has been kept as retained earnings of the Company and a sum of Rs. 685.07 crores has been transferred to General Reserve. As on 31-03-2021, the General Reserve stands at Rs. 5,353.81 crores.

Taxation

For the year ended 31-03-2021, the Company has made current tax provision of Rs. 245.63 crores under regular method as against Rs. 139.02 crores under MAT in the previous year. Current tax adjustments of earlier years is Rs. (1.61) crores as against Rs. 0.24 crores during the previous year.

The deferred tax for the year ended 31-03-2021 is Rs. 115.80 crores as against Rs. 74.28 crores in the previous year. Deferred tax adjustments during the current year pertaining to earlier years is Rs. 18.78 crores as against Rs. 9.32 crores during the previous year.

Management Discussion & Analysis Report

Macroeconomic Review Global Economy

The global growth contraction for 2020 is estimated at 3.5% as against growth of 2.9% in 2019. Despite the high and rising human toll of the pandemic, economic activity appears to be adapting to subdued contact-intensive activity with the passage of time. Advanced economies contracted 4.9% in 2020 but are expected to grow at 4.3% in 2021. Emerging markets witnessed lower economic impact than advanced economies in 2020 at 2.4% contraction and higher expected growth at 6.3% in 2021. The sizeable fiscal support and additional policy measures announced at the end of 2020 - notably in the United States and Japan - are expected to provide support to the global economy. Amid exceptional uncertainty, the global economy is projected to grow 5.5% in 2021 and 4.2% in 2022. Multiple vaccine approvals and the successful vaccination drive carried out in most countries in early 2021 have raised hopes of an eventual end to the pandemic.1

Indian Economy

The growth in India’s real GDP during FY 2020-21 is estimated at -8% as compared to the growth rate of 4.2% in FY 2019-20, as per second advance estimates of the economic growth. The economy had contracted by a record 24.4% in the first quarter due to the coronavirus pandemic and consequent lockdowns. However, the contraction narrowed to 7.5% in the second quarter and expanded 0.4% in the third quarter as economic activity picked up with Government adopting the policy of "lives as well as livelihoods" as against "lives over livelihoods". Though the threat of the pandemic continues to hover around, social distancing continues to be the most effective tool to combat the pandemic as activity levels continue to rise in the economy boosted by the rapidly escalating inoculation drive.

The per capita income in real terms during FY 2020-21 is estimated at Rs. 85,929 as compared to Rs. 94,566 in FY 2019-20. Manufacturing and services, trade, hotel, transport sector the most hit sectors in FY 2020-21 were expected to contract 8.4% and 18% respectively. Electricity is likely to post 1.8% growth while agriculture sector growth is expected at 3% aided by good monsoon and uninterrupted work through most of the year. The pick-up in construction activity witnessed towards the end of the fiscal, with its wide array of backward and forward linkages, is slowly developing into a critical growth lever of the economy.

Agriculture sector continues to show robust growth and is instrumental in strengthening rural demand along with MGNREGS that has created 3.5 billion person days of employment in 11 months of FY 2020-21, 41.6% higher than in the previous year. Rapid production and deployment of vaccination will be critical to taking forward the health stimulus deep into FY 2021-22.

As a result of recovering investor sentiment, recovery in manufacturing and construction, investment focussed Government spending and massive vaccination drive undertaken by the Government, India’s GDP growth is likely to rebound sharply to 12.6% in FY 2021-22 supported by strong fiscal and quasi-fiscal measures, making it the fastest-growing economy in the world, as per Organization for Economic Co-operation and Development (OECD).2

Cement Industry Review

According to the Cement Manufacturers Association, the total installed capacity in Indian cement sector is ~545 million tons per annum (MTPA) and it is the fourth-largest revenue contributor to the exchequer. The Indian cement sector accounts for over 7% of the global installed capacity and is the second-largest in the World after China. Covid-19 pandemic has had a severe hit on the cement sector leading to a demand contraction of about 10-13% in FY 2020-21, following lockdown measures taken by the Indian government to curb the spread of global pandemic in the country. This also negatively impacted capacity utilization levels of the domestic manufacturers.

The demand offtake was particularly tepid in metros/tier 1 cities. Diversion of Government funds towards health and public welfare led to lower capex in cement projects weighed on demand growth as Government-led projects account for 35-40% of total demand. Recovery post opening up of businesses was slower owing to weak business sentiment and labour availability issues. The only relief was the rural demand which showed good offtake led by reverse migration and steady farm incomes even amidst lockdown. Overall impact on cement volume is expected to be 2% decline as a swift recovery in last quarter of FY 2020-21 compensated for the 31% decline in volume witnessed in the first quarter of the fiscal. Infrastructure push by the Government, a pick-up in real-estate demand and industry consolidation resulted in increase in pan-India cement prices in March 2021.3

Future Outlook

Threats and Opportunities

The cement industry is set to hit a decadal high volume growth of 20% in FY 2021-22 aided by an expected revival in demand from the infrastructure and urban housing sectors in line with ~26% increase in budgetary allocation for infrastructure in the Union Budget 2021-22. In addition to these sectors, rural demand is also expected to sustain on the back of higher rural incomes witnessed in FY 2020-21 and by positive farm sentiment. PMAY-G is expected to sustain momentum as it utilizes its potential to engage rural workforce and drive rural employment. Sufficient cash inflow in the rural economy could commensurate in rural infrastructure creation thus augmenting cement demand. PMAY-U has also witnessed pickup as against other housing segments owing to low ticket sizes and government incentives like inclusion of PMAY-U and infrastructure sector in the ‘Atmanirbhar Bharat 3.0’ package.

The increased sales volume will compensate the impact of rising power and fuel costs on cash accruals. Rising cost of diesel, pet coke and coal may push up cost as freight, power and fuel constitute ~55% of the total cost of sale of cement.

Return of volume growth to pre-pandemic levels to an expected 18-20% growth in cement demand, supported by rural demand, push for affordable housing, and recovery in infrastructure segment. Cement production capacity is forecast to increase by up to 20-22 MnT compared to 15-17 MnT in FY 2020-21. Most of this additional capacity is expected to be in the Eastern region. Capacity utilisation rates are also expected to recover from the low levels of FY 2020-21.

Due to the increasing demand in various sectors such as housing, commercial construction and industrial construction, cement industry is expected to reach 550-600 MTPA by 2025.4

Company Review

Cement Division Production

Particulars April 2020 to March 2021 April 2019 to March 2020

Change over previous year

In Tons In Tons In Tons In %
Clinker 73,86,863 90,85,253 (16,98,390) (18.69)
Cement 99,24,655 1,14,11,750 (14,87,095) (13.03)

Sales

During the year, the Company had sold 99.77 lakh tons of cement, compared to 112.03 lakh tons of the previous year. Due to the outbreak of COVID-19, Government had imposed lockdown since March 2020, which continued till first half of the year 2020-2021 with various levels of restrictions. The outbreak and the restrictions imposed on the movement of goods affected the construction industry, impacting the sale of cement for the year under review. The Company took various precautionary measures, with regard to safety of the employees and employees of the transporters and other contractors. The Company adhered to the various safety instructions issued by the State and Central Governments with regard to running of its factories and offices. These timely measures enabled the Company to resume its operations at the earliest possible periods. But for these steps, the impact of the COVID-19 on cement sales would have been higher.

During the year under review, the Company has exported 0.62 lakh tons of cement as against 2.30 lakh tons during the previous year. The export turnover of the Company for the year was Rs. 23.22 crores as against Rs. 113.71 crores of the previous year.

Ready Mix Concrete Division

The Division has produced 26,952 cu.m of concrete during the year, accounting for a revenue of Rs. 11.92 crores (Net of duties and Taxes) as against 32,999 cu.m. of concrete accounting for a revenue of Rs. 14.16 crores (Net of duties and Taxes) during the previous year.

Dry Mortar Division

The Division has produced 37,049 tons of Dry Mortar during the year as against 38,739 tons produced during the previous year. The Division has sold 36,694 tons of Dry Mortar accounting for a revenue of Rs. 29.70 crores (Net of duties and Taxes) during the year as against 38,329 tons of Dry Mortar accounting for a revenue of Rs. 30.59 crores (Net of duties and Taxes) during the previous year.

Wind Farm Division

The Division has generated 2,141 lakh units as compared to 2,268 lakh units in the previous year. Out of this, 2,062 lakh units were generated from the wind farms in Tamil Nadu and 79 lakh units from the wind farms in Karnataka. Out of the units generated in Tamil Nadu, 283 lakh units were meant for adjustment against the power consumed in the Company’s plants and balance 1,779 lakh units have been sold to Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for a value of Rs. 53.30 crores.

The 79 lakh units generated during the period under review in Karnataka have been banked with Bangalore Electricity Supply Company Limited (BESCOM)._ Out of this, the company had sold 61 lakh units to third parties for a value of Rs. 2.64 crores and the same had been realised. The balance 18 lakhs units lying in banking with BESCOM will be sold to third parties during subsequent periods.

The installed capacity of the wind farm of the Company was 125.95 MW as on 31-03-2021 comprising of 108 Wind Electric Generators.

The income during the year from the Division was Rs. 56.42 crores as against Rs. 58.07 crores of the previous year.

Power Plants

The Company’s thermal power plants aggregating to a capacity of 175 MW are located at its cement manufacturing plants. The power generated from the thermal power plants were used for self-consumption in the cement manufacturing.

Capital Expenditure Programmes – New Projects

The status of the projects are given below.

Cement Plants

In the Board’s Report for the year ended 31-03-2020, it was informed about the progress of establishment of Company’s Line III at the existing Jayanthipuram Plant with a clinkerisation capacity of 1.5 Million Tons Per Annum (MTPA). It was also informed that the plant will have a Waste Heat Recovery System to generate 27 MW of power. As against the project cost of Rs. 740 crores as informed in the Board’s Report for the year ended 31-03-2020, the cost of the project now stands revised at Rs. 910 crores. The increase in the cost of the project by Rs. 170 crores is mainly due to, inclusion of additional features such as, slag hopper, clinker export system, larger sized limestone stacker reclaimers, belt conveyors, upgradation of interface automation, Intelligent Motor Control Centre and additional transformers.

The Phase-1 of the Waste Heat Recovery System with a capacity of 9 MW had been commissioned in September 2020. The Phase-2 of the Waste Heat Recovery System with a capacity of 9 MW had been commissioned in February 2021. The Line – III clinkerisation project and the Phase-3 of the Waste Heat Recovery System with a capacity of 9 MW are scheduled to be commissioned by end of June 2021.

In the Board’s Report for the year ended 31-03-2020, it was informed about the progress of establishment of Company’s new cement plant at Kalavatala Village, Kolimigundla Mandal, Kurnool District, Andhra Pradesh with Clinkerisation capacity of 2.25 MTPA and cement manufacturing capacity of 1 MTPA at a cost of Rs. 1,600 crores. It was also informed that this proposed green field cement plant will have a Waste Heat Recovery System of 12.15 MW and Thermal power plant of 18 MW aggregating to 30.15 MW, so that the cement plant will be self-reliant on power. The Plant will also have railway siding to provide flexibility in logistics. With increase in the steel cost and the delay in the execution time due to COVID pandemic, the cost of the project has increased by Rs. 150 crores.

Further during the execution of the project, it was considered advantageous and also economical to create infrastructure necessary for future expansion by installing another line. These infrastructures include, additional stackers reclaimers for limestone and coal, higher capacity additive yard, additional silos for clinker and cement, additional packing machines and other structural facilities. The cost of such infrastructures would be Rs. 650 crores.

It was informed at the Board’s Report for the year ended 31-03-2020 that the project would be commissioned during the last quarter of 2020-2021. However, due to the outbreak of COVID-19, there were severe lockdown restrictions for long periods. Even though the Company had given the contract to the leading construction company, Larsen & Toubro for the civil construction, the labourers had left the site. And it took lot of time and efforts in bringing back the labour force of adequate strength to the site. Because of the above, there had been considerable delay in the implementation of the project. The project upto clinkerisation is now scheduled to be commissioned in September 2021. The Cement Mill, Waste Heat Recovery System and Thermal Power Plant are scheduled to be commissioned during 2022-2023.

Grinding Units

In the Board’s Report for the year ended 31-03-2020, it was informed that the Company had expanded its Kolaghat grinding unit with another line of grinding capacity of 1.05 MTPA at a cost of Rs. 386 crores. It was also informed that the Mill was commissioned in September 2019 and subsequently during the year under review, the Railway Siding was commissioned in September 2020.

In the Board’s Report for the year ended 31-03-2020, it was also informed about the progress of establishment of Company’s new cement grinding unit at Haridaspur Village, Jajpur District, Odisha, with a grinding capacity of 1 MTPA. The project along with Railway Siding was commissioned in August 2020 as scheduled and the capacity of the project had been reassessed at 0.9 MTPA. The cost of the project had increased from Rs. 717 crores to Rs. 767 crores due to additional infrastructure works considered essential for future expansion.

Financial Performance Review

Analysis of the Statement of Profit and Loss – Separate Financials

The summary of key components of the Statement of Profit and Loss for the financial year 2020-21 is detailed below:

Particulars 2020-21 2019-20 Variance
Rs. in crores Rs. in crores Rs. in crores %
Revenue
Sale of Products 5,212.02 5,310.37 (98.35) (2)
Income from Wind power 56.42 58.07 (1.65) (3)
Other Income 34.64 37.20 (2.56) (7)
Total Revenue 5,303.08 5,405.64 (102.56) (2)
Operational Expenses
Cost of material consumed 818.84 921.15 (102.31) (11)
Change in inventories of finished goods & WIP 46.52 (47.39) 93.91 -
Employee Benefits Expenses 402.13 368.20 33.93 9
Transportation and Handling 1,026.08 1,137.90 (111.82) (10)
Power and Fuel 794.67 1,050.87 (256.20) (24)
Other Expenses, net of self-consumption 632.24 801.09 (168.85) (21)
Total Operational Expenses 3,720.48 4,231.82 (511.34) (12)
EBITDA 1,582.60 1,173.82 408.78 35
Depreciation & Amortization Expense 355.30 315.26 40.04 13
Finance Costs 87.62 71.35 16.27 23
Profit Before Tax 1,139.68 787.21 352.47 45
Tax Expenses 378.60 186.12 192.48 103
Profit After Tax 761.08 601.09 159.99 27
Other Comprehensive Income (3.13) (7.81) 4.68 -
Total Comprehensive Income 757.95 593.28 164.67 28

Total Revenue

The company has sold 9.98 MnT of cement as against 11.20 MnT during the previous year, with a de-growth in volume of 11%. There is a de-growth in volume in southern markets due to COVID-19 and prolonged monsoon. However, the volume has grown in the eastern markets. During the year, the average net realisable sale price of cement has improved by 10%. Though the volume de-growth for the year is 11%, the drop in net revenue is only 2% because of improvement in cement prices and improvement in sale of premium products during the year. The company’s strategy in offering its customers with right products for right applications has reinforced our market position with better market mix and premiumisation of our products. During the current year, the Company saw a decline in the net generation of wind power from 22.68 Crore units to 21.41 Crore units, a reduction of 6% and thus revenue from wind power has declined by 3%. Other income has decreased mainly due to decrease in interest income.

Cost of materials consumed

During the year 2020-21, cost of materials consumed decreased by 11% compared to the previous year. The main reason is due to decrease in clinker production by 19% and cement production by 13%. Also there was a drop of 2% in the OPC production, which contributed for the reduction in raw materials cost. During the year, the company has used purchased clinker of 3.04 Lac tons for cement production to take care of the increased demand in the Eastern Market. But for this, cost of raw materials consumed would have been much lower. Cost of materials consumed for the year under review accounted for 15.44% of the revenue as against 17.04% in the previous year.

Change in inventories of finished goods / work-in-progress

The decrease in inventories of finished goods / work-in-progress was due to liquidation of inventories.

Employee Benefits Expenses

The employee cost for the year increased by 9% due to rise in headcount from 3,327 to 3,374, and increment in the annual salaries. The Company has also charged Rs. 19.54 Crores towards fair value of the employee stock options granted to its eligible employees as per ESOS 2018, which is a non-cash item. The Company has capitalised an amount of Rs. 34.19 Crores (PY: Rs. 28.06 Crores) that are directly attributable towards commissioning of new projects. The employee cost for the year under review stood at 7.58% of the revenue, as against 6.81% in the previous year.

Transportation and Handling expenses

During the year 2020-21, Transportation and Handling expenses decreased by 10% compared to the previous year, despite an increase in diesel price by 11%. The main reason for reduction in transportation expenses is due to drop in sale volume by 11%. The overall lead distance for cement stood at 327 KMs as against 288 KMs during the previous year. Transportation and handling expenses for the year under review remained at 19.35% of the revenue, as against 21.05% in the previous year.

Power and Fuel

During the year 2020-21, the cost of power and fuel was less by 24% compared to the previous year, due to decrease in clinker production by 19% and cement production by 13%. The average increase in diesel prices by 11% during the year have pushed up the inward cost of materials. The company has curtailed the usage of pet coke and increased the usage of relatively low-priced fuel viz. imported coal and alternate fuel which is cost effective. The CIF prices of pet coke have increased from $ 70 to $ 110 during the year. However, the company’s overall power and fuel cost for the FY 2020-21 is reduced due to cost benefits of holding higher inventory of pet coke/imported coal procured at lower prices in earlier periods. Pet coke in overall fuel mix for the FY 2020-21 is 41% as against 48% in the previous year. The operations of 18 MW WHRS in Jayanthipuram commissioned during FY 2020-21 have also helped to manage the power cost better. However, the consistent rupee depreciation has offset the fuel price benefits. The full benefit of WHRS will be available in FY 2021-22. During the current year, 77% of the total power requirements were met from captive thermal power plants, 14% from electricity grids and 9% from Green Power viz. wind power, Gas power and WHRS. Power and fuel cost accounted for at 14.99% of revenue in FY 2020-21 as against 19.44% in the previous year.

Further, in Ramasamy Raja Nagar Plant, the waste heat available from the preheater and cooler of the cement kiln is used for preheating the boiler feed water of the thermal power plant. By this, the heat rate in the thermal power plant is reduced, contributing a saving of 340 Kcal/Unit of power generated in the thermal power plant. The Company is also proposing similar measures in its Alathiyur and Ariyalur units.

Other expenses

Other expenses decreased by 21% from Rs. 801.09 Crores in FY 2019-20 to Rs. 632.24 Crores in FY 2020-21. The main reasons were due to decrease in advertisement / sales promotion expenses by Rs. 129.70 Crores. During the year, there was a decrease of Rs. 15.10 Crores in the plant operating expenses viz. Stores & spares and Repairs & Maintenance compared to previous year. Also the packing cost has come down during the year by Rs. 23.72 Crores due to drop in sale volume by 11%. The general and other administrative expenses have decreased by Rs. 10.11 Crores during the year, which was offset by increase in insurance premium by Rs. 9.78 Crores. Other expenses accounted for 11.92% of the revenue in FY 2020-21 as against 14.82% in FY 2019-20.

Depreciation & Amortization

Depreciation and Amortization has increased from Rs. 315.26 Crores to Rs. 355.30 Crores. The reason for increase is mainly due to depreciation arising out of commissioning of new lines in the cement grinding locations at Kolaghat during September 2019, Vizag during March 2020 and Odisha during September 2020. Depreciation & Amortization accounted for 6.70% of revenue in FY 2020-21 as against 5.83% in FY 2019-20.

Finance Costs

Finance costs have increased by 23% from Rs. 71.35 Crores in FY 2019-20 to Rs. 87.62 Crores in FY 2020-21 mainly due to increase in average borrowings compared to previous year. The weighted average cost of total borrowings for the current year stood at 6.10% as against 6.71% in the previous year. The total borrowings as at 31st March 2021 has increased marginally by Rs. 77.63 Crores and stood at Rs. 3,101.72 Crores. The interest coverage ratio increased from 5.56 times in the previous year to 6.53 times in the current year due to improved operating margin. The Gross interest on the borrowings for the current year was Rs. 187.87 Crores and out of which, Rs. 100.25 Crores was capitalised as part of eligible qualifying assets. Finance costs accounted for 1.65% as against 1.32% in the previous year.

Tax Expenses

Current tax expenses has increased mainly due to increase in profit by 45%. Also the Company provided for current tax under Regular Method in the current year as against MAT during the previous year.

Deferred tax has increased due to increase in temporary difference arising out of depreciation on project capitalisation during FY 2020-21.

Excess current tax and deferred tax provision of earlier years written back during FY 2020-21 was Rs. 1.61 Crores and Rs. 1.08 Crores respectively. An amount of Rs. 19.86 Crores arising out of reversal of MAT Credit on account of re-quantification of deductions claimed under Section 80IA of Income Tax Act, 1961 based on assessment proceedings completed recently, was charged off as deferred tax adjustments of earlier years in FY 2020-21. Tax expenses accounted for 7.14% in FY 2020-21 as against 3.44% in FY 2019-20.

The overall effective tax rate has increased from 23.52% to 33.15% mainly due to non-availability of deduction for investment allowance reserve during the current year and a shift from MAT to Regular method.

As per Section 115BAA in the Income Tax Act, 1961 introduced during the year, the company has an irrevocable option of shifting to a lower tax rate and simultaneously forgo certain tax incentives, deductions and accumulated MAT credit. The Company has not exercised this option for the year ended 31-03-2021 in view of the benefits available under the existing tax regime.

Other Comprehensive Income (OCI)

Other comprehensive income represents loss arising out of re-measurement of defined benefit plans, net of taxes amounting to Rs. 5.17 Crores, which is mainly due to increase in salary escalation rate assumption from 4% to 5% considering long term estimates, during the year. MTM gain on equity investments amounting to Rs. 2.04 Crores is also recognised under OCI, during the year.

Profitability

EBIDTA grew by 35% from Rs. 1,173.82 Crores in FY 2019-20 to Rs. 1,582.60 Crores in FY 2020-21. The EBITDA margin for the current year stood at 29.84% as against 21.71% in the previous year. Blended EBITDA per ton is increased by 51% from Rs. 1,048 per ton to Rs. 1,586 per ton.

The company has achieved a Profit Before Tax of Rs. 1,139.68 crores during the year and thus crossing the Rs. 1,000 crores mark for the first time. Profit After Tax (PAT) increased by 27% from Rs. 601.09 Crores to Rs. 761.08 Crores led by improved prices and cost reduction. The PAT margin stood at 14.35% as against 11.12% in the previous year.

The overall profitability could have been better but for the disruption of operations due to COVID 19 lockdown imposed during the month of April 2020 and May 2020.

Financial Position

Analysis of the Balance Sheet – Separate Financials

The summary of the financial position as at 31-03-2021 is detailed below:

Rs. In Crores

Particulars As at 31-03-2021 As at 31-03-2020 Variance Rs. in crores In %
Assets
Non-current Assets 9,894.60 8,479.03 1,415.57 17
Current Assets 1,451.16 1,567.97 (116.81) (7)
Total Assets 11,345.76 10,047.00 1,298.76 13
Equity & Liabilities
Equity 5,626.80 4,918.56 708.24 14
Non-current liabilities 3,301.73 2,794.49 507.24 18
Current liabilities 2,417.23 2,333.95 83.28 4
Total Equity and Liabilities 11,345.76 10,047.00 1,298.76 13

Non-current Assets

Non-current assets have increased by Rs. 1,415.57 Crores due to the following reasons:

(a) The company incurred a capital expenditure of Rs. 1,766.28 Crores towards capacity expansion program at Jayanthipuram, Kurnool and Haridaspur besides regular capital expenditure. This is after adjusting non-cash adjustments / accruals viz. Depreciation of Rs. 355.30 Crores and decrease in capital payables of Rs. 9.36 Crores.

(b) The company has made strategic investments of Rs. 9.95 Crores in equity shares of Lynks Logistics Limited, which is an Associate company.

(c) The loans to subsidiaries and associates have increased by Rs. 16.34 Crores. The said loans carry interest at an arms-length basis.

(d) Other non-current assets have decreased by Rs. 12.34 Crores mainly due to receipt of income tax refund receivable, reduction in employee loan and closure of fixed deposits, which is further offset by increase in deposit with government departments.

Current Assets

Current assets reduced during the year by Rs. 116.81 Crores due to the following reasons

(a) Inventory of finished goods, work-in-progress and packing materials have decreased to the extent of Rs. 38.01 Crores on account of steady demand in the markets. Raw materials and Stores have increased marginally by Rs. 2.43 Crores. The Fuel stocks have been reduced by Rs. 11.78 Crores due to reduction in the re-order level in view of increase in fuel prices. Inventory turnover ratio increased marginally from 41 days to 43 days due to drop in turnover.

(b) Trade receivable reduced by Rs. 151.67 Crores. The receivables turnover pertaining to cement has come down from 27 days in the previous year to 25 days in the current year. The Company has received Rs. 139.12 Crores from TNEB during the year against outstanding towards sale of wind energy to the grid.

(c) Industrial Promotion Assistance receivable from Government of Andhra Pradesh has increased by Rs. 7.96 Crores.

(d) Unadjusted input tax credits availed under GST has decreased to the extent of Rs. 26.99 Crores in view of input adjustment during the current year.

(e) Increase in cash and bank balances by Rs. 50.44 Crores and increase in claims receivable from Government departments by Rs. 31.95 Crores.

(f) There was an increase in other current assets to an extent of Rs. 18.86 Crores mainly due to increase in supplier advances and prepaid expenses.

Equity

(a) During the year, the company has allotted 3,13,165 equity shares of Rs. 1/- each pursuant of exercise of options by its eligible employees as per ESOS 2018. Consequently, the paid-up equity share capital of the Company has increased from Rs. 23.56 Crores to Rs. 23.59 Crores

(b) The total comprehensive income for the year is Rs. 757.95 Crores. The Company has also charged profit and loss and created a reserve for Rs. 19.54 Crores towards ESOP. The dividend pay-outs including TDS on dividends was Rs. 70.84 Crores. The Company’s return on net worth increased from 13% to 14% due to increase in profitability.

Non-current liabilities

(a) Long-term Borrowings have increased by Rs. 330.28 Crores to fund the capital expenditure for ongoing capacity expansion projects. The debt-equity ratio and Debt / EBITDA has reduced to 0.55 times and 1.96 times respectively as at 31st March 2021 as against 0.61 times and 2.58 times as at 31st March 2020. Return on capital employed has marginally increased from 9% to 10%. The decline in Debt-Service Coverage Ratio from 2.90 times in previous year to 1.80 times in current year is mainly due to higher scheduled principal repayments and Gross interest cost compared to previous year.

(b) Deferred Tax Liabilities have increased by Rs. 170.42 Crores due to recognition of temporary differences of Rs. 115.80 Crores, MAT Credit Set off for Rs. 35.84 Crores and tax adjustments of earlier years of Rs. 18.78 Crores.

(c) Provisions have increased by Rs. 8.03 Crores due to increase in provision for mines restoration obligation. Other liabilities have decreased by Rs. 1.49 Crores due to recognition of grant income and interest on liability adjusted for lease payments for non-cancellable leases.

Current liabilities

(a) Short-term Borrowings decreased by Rs. 477.94 Crores due to better working capital management.

(b) Current maturities of long-term borrowings have increased by Rs. 225.29 Crores, which is due within one year as per repayment schedule.

(c) Security deposits from customers / Customer’s credit balance with customers have increased by Rs. 241.72 Crores

(d) Trade payables increased by Rs. 21.99 Crores due to increase in average payable days from 20 days in previous year to 24 days in current year.

(e) Statutory liabilities increased by Rs. 30.23 Crores mainly due to increase in GST on sales on account of comparatively higher sale volume in March 2021 as against March 2020.

(f) Provisions increased by Rs. 2.97 Crores due increase in provision for compensated absences by Rs. 5.21 Crores, which was offset by decrease in provision for disputed income tax liabilities by Rs. 2.24 Crores and other liabilities increased by Rs. 39.02 Crores mainly due to increase in interest accrued for the borrowings and book overdraft.

(g) Current ratio for the year stood at 1.26 times as against 1.06 times during the previous year.

Movement in Key Financial Ratios

Particulars UOM 31-03-2021 31-03-2020 Variation Formula adopted What does it signify
Debtors Turnover Ratio Days 31 34 (9%) 365 Days / (Net Revenue / Average Trade Receivables) It indicates the average collection period and measures the efficiency of the company in managing its accounts receivables
Inventory Turnover Ratio Days 43 41 5% 365 Days / (Net Revenue / Average Inventories) It indicates the average inventory holding period and measures the efficiency with which the company utilizes or managing its inventory
Interest Coverage Ratio Times 6.53 5.56 17% (Profit before Tax + Interest) / (Interest + Interest capitalised) It indicates the company’s ability in terms of earnings to meet the interest obligations
Current Ratio Times 1.26 1.06 19% Current Assets / (Total Current Liabilities - Security Deposits payable on demand - Current maturities of Long term debt) It indicates the level of current assets to meet the current liabilities
Debt-Equity Ratio Times 0.55 0.61 (10%) Total Debt / Total Equity It indicates the measure to which the Company is financing its operations through debt versus wholly owned funds
Operating Profit Margin % 30% 22% 8% EBITDA / Net Revenue It indicates the percentage of profit after all expenses except for interest, depreciation and taxes on the total revenue
Net Profit Margin % 14% 11% 3% Net Profit / Net Revenue It indicates the percentage of profit after all expenses including interest, depreciation and taxes on the total revenue
Return on Networth % 14% 13% 1% Total Comprehensive Income / Average Net worth It indicates the percentage of return generated to equity shareholders
Net Debt / EBITDA Times 1.89 2.52 (25%) (Total Debt - Cash and Cash equivalents) / EBITDA It indicates the relevance of company’s operating income to its net debt
Return on Capital employed % 10% 9% 1% (Total Comprehensive Income + Interest) / Average of (Equity + Total Borrowings) It indicates the percentage of return generated on equity capital and debt capital
Price Earnings Ratio Times 31 20 55% Market Price per share / Earnings per share It indicates the relevance of the company’s share price to the earnings per share
Blended EBITDA per Ton In Rs. 1,586 1,048 51% EBITDA / Sale Volume It indicates the operating profit per ton of cement sold
Debt Service Coverage Ratio Times 1.80 2.90 (38%) (EBITDA - Current Tax) / (Principal repayment + Total Interest) It indicates the availability of operating profit to pay its current maturities of debts and interest obligations

Reasons for variations in excess of 25%

(a) The decline in Net Debt / EBITDA is due to increase in operating profit (b) PE Ratio increased due to increase in Market price per share as at 31st March 2021 and improved profitability during the year.

(c) Blended EBITDA per Ton increased due to improved margins

(d) The decline in Debt-Service Coverage Ratio is mainly due to higher scheduled principal repayments / Gross interest cost compared to previous year.

Human Resources

Manpower is the key resource in business. It is the greatest asset to drive the socio-economic changes that is currently prevailing. The focus of the business has always been on developing a culture of recognition, innovation in technology and process improvement. The Company’s emphasises on ethics and values across the Organisation has built the positive Culture among the employees.

HR initiatives have been aligned to the overall business strategy by focussing on identifying and grooming high potential talent through various management and leadership programmes as part of Succession planning.

Talent Acquisition

The Company focusses on nurturing its talents by adopting a meritocratic, caring and transparent work culture. The Company has a robust talent acquisition mechanism devised to attract and retain best of talents who fit into its culture. Manpower planning is appropriately done in order to maintain an optimum number of employees at any given point in time. The lean organisation structure helps us make best utilisation of resources and deliver value to customers.

Performance Management System

The Company ensures fair remuneration through its unique performance reward system which encourages employees to demonstrate their fullest potential. Performance based reward and increment system is practised in the Organisation which increases the potential of employees.

Learning & Development

The Company undertakes various learning and development initiatives to improve the skills and knowledge of the employees in technical, behavioural and work-life balance parameters to enhance their performance and potential towards attaining organisation’s goals. Leadership development programmes are conducted in association with prestigious institutions like Harvard Business School and Michigan ROSS School of Education to unleash and enrich the potential of senior employees. Online platform is being used for most of the training programmes to improve mental and physical health of employees. The Company strongly focusses on the health and safety (H&S) and welfare of employees.

Employee policies

The Company has implemented employee friendly policies like housing loans, various types of soft loans for the welfare of the employees and their families. In the domain of medical, the Company has a holistic approach towards the health of employees by implementing medical policies like Group medical insurance coverage for medical treatment of employees and their family members, Group personal accident scheme with life coverage, Group term policy covering the life of employees in case of death and COVID Kavach policy to help employees claim on expenses related to COVID.

Employee Engagement Initiatives

The Company has also institutionalised engagement initiatives like quality circle, 5S, IMS, suggestion scheme and Kaizen improvements. The Company has won various awards and accolades at State / National level forums in the domain of Manufacturing competitiveness, Energy efficiency, Environment, Safety and Quality circles.

Digitalisation

The Company has established online HR systems with well-defined processes. Ramco ERP has been successfully established across the Company which integrates all the HR functions. Apart from Ramco ERP, HR team of Ramco has developed many standalone applications as Add-on softwares for usage across employees. Greentech Foundation has awarded the Company with the prestigious "Technology Excellence in HR" Award at the National level for developing system relating to comprehensive areas of Human Resource Management.

Retention

The Company’s conducive policies and HR excellence is evident in its 95% retention ratio of employees for three consecutive years.

Employee Recognition

The most experienced senior leaders have been with the Company for over 30 years, some having joined as trainees, indicating the opportunities offered to employees. The Company recognises employees who put in a long service with an award to create a sense of belongingness. In the past ten years, 1,226 employees have been felicitated with this award.

Other Initiatives

As a need of the hour initiative, to tackle COVID and help our employees and their families, we have formed a COVID Response team which comprises of Unit level committee and Apex level committee with roles and responsibilities assigned. An application has been developed for recording and tracking data exclusively related to COVID for fast response.

Industrial Relations & Personnel

The Company has 3,374 employees as on 31-03-2021. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

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 for 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. The key risks and their mitigation measures are detailed below:

Fuel availability and prices risk

The Company uses non-calcined petroleum coke, a downstream by-product of the oil refinery, as fuel for cement kiln. It is available from indigenous sources as well as from Middle East and USA, thus exposing the risk of availability and prices.

Mitigation

The Company adopts both structured and unstructured procurement strategies to mitigate the risk. It has fuel supply arrangements with manufacturers under structured plan and also procures from spot or open markets during favourable pricing conditions to stay dynamic in fluctuating market. The Company uses non-coking or thermal coal as a fuel at its captive thermal power plants (TPP). It is mainly imported from Indonesia, the world’s largest exporter of coal, on spot basis. The Company’s plants, being close to the East Coast, ensures proximity to Indonesia, making it economical to import. The Company also imports coal from Russia. In case of supply disruption of imported coal, the Company can choose alternates from indigenous sources or use lignite. Besides, the Company’s production process is fungible and supports usage of different types of fuels like pet coke, coal, lignite and other alternate fuels; it facilitates the usage of most economical fuel. The Company is establishing waste heat recovery plants to produce power which will help reduce overall power costs while insulating from the overall risks on fuel. The Company also has the option to switch over to green power generated from its windmills in case of any exigencies which are presently connected to grid.

Currency fluctuation risk

The Company has exposure to USD and other foreign currency denominated transactions for import of capital goods, spares and fuel, besides exports of finished goods and borrowings in foreign currency. Any unfavourable movement in currency prices can impact profitability.

Mitigation

The Company has policies to ensure that the decisions are driven to keep the cost comparable while borrowing in foreign currency and hedging thereof, both interest and exchange rate risk and the quantum of coverage. The Company practices hedging foreign currency loans, imports and exports transactions by forward contracts after taking into consideration the anticipated foreign exchange inflows/outflows, timing of cash flows, tenure of the forward contract and prevailing foreign exchange market conditions.

Market risk

The cement industry is prone to the innate risk of demand supply mismatch. So, cement is susceptible to the price volatility which sometimes slips to unviable levels.

Mitigation

The Company prudently plans and and establishes its cement plants and grinding units in markets where demand-supply conditions are relatively favourable. Its strategy of segmenting the market by offering right products for right applications facilitates in creating niche markets. The Company also strongly focusses on creating loyalty among the customers by offering high-quality, value-added products backed by innovative R&D and efficient supply chain. Moreover, the Company is undertaking steps to tackle the demand disruption due to COVID-19 pandemic. It has rolled out contingency plans such as social distancing, work from home, and enhanced safety measures at all workplaces as per regulatory advisory to minimise the risk of spread. It continues to closely monitor the developments in economic conditions and assess its impact.

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.

Mitigation

To reduce the impact of cyberattack on our business, we have firewalls and threat monitoring systems in place, with immediate response capabilities to mitigate identified threats. The Company also maintains a system for the control and reporting of access to our critical IT systems which is supported by a periodical testing of access controls. The Company has IT security policy covering the protection of both business and personal information, as well as the use of IT systems and applications by our employees. The hardware that runs and manages core operating data is fully backed up in satellite locations with separate systems to provide real-time backup operations.

Subsidiary Companies

The Company has two subsidiaries, viz. Ramco Windfarms Limited and Ramco Industrial and Technology Services Limited. The Company has no material subsidiaries.

Ramco Windfarms Limited (RWL)

The Share Capital of RWL is Rs. 1 crore, out of which 71.50% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The installed capacity of RWL was 39.835 MW as on 31-03-2021 comprising of 127 Wind Electric Generators.

The Company had generated 327.06 lakh units of power as compared to 358.65 lakh units of power during the previous year. The decrease in generation was due to delayed onset of monsoon for the year under review.

The revenue and profit after tax for the Company for the year ended 31-03-2021 were Rs. 13.13 crores and Rs. 2.08 crores compared to Rs. 14.38 crores and Rs. 3.15 crores respectively of the previous year.

Ramco Industrial and Technology Services Limited (RITSL)

The Share Capital of RITSL is Rs. 4.78 crores, out of which 94.11% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The Company provides Transport services, Manpower services and Information Technology related services, mainly involving Software Implementation services.

The revenue of the Company for the year ended 31-03-2021 on standalone basis was Rs. 37 crores as against Rs. 40.94 crores for the previous year. The Company had earned a profit after tax of Rs. 0.57 crores as against Rs. 0.35 crores for the 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 and Associates is attached in Form AOC-1 as Annexure-1.

In accordance with Regulation 46(2)(s) of LODR, separate audited financial statements of the above subsidiary companies are placed in the website of the Company.

Consolidated Financial Statements

The Company has 5 Associate Companies, viz. Rajapalayam Mills Limited, Ramco Industries Limited, Ramco Systems Limited, Lynks Logistics Limited and Madurai Trans Carrier Limited.

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of 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 the 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.ramcocements.in/financial-performance.aspx

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. 783.64 crores for the year ended 31st March 2021 as compared to Rs. 604.14 crores of the previous year.

The consolidated total comprehensive income for the year under review is Rs. 780.06 crores as against Rs. 599.18 crores of the previous year.

Directors

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, it is reported that, there have been no changes in the Directors and Key Managerial Personnel during the year under review and after the end of the year and upto the date of the report.

Shri.P.R.Venketrama Raja, Chairman and Managing Director, retires at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Vide Board Resolution dated 30-08-2017 and Members’ Resolution dated 03-08-2018, Shri.M.F.Farooqui, IAS (Retd.) was appointed as Independent Director for a period of 5 years from 30-08-2017 to 29-08-2022.

He is eligible for reappointment for another period of 5 years as Independent Director from 30-08-2022 to 29-08-2027. In accordance with Section 149(10) of the Companies Act, 2013, his reappointment has been proposed in the Notice convening the Annual General Meeting as Special Resolution. His profile and rationale for reappointment have been provided in the Statement pursuant to Section 102 of the Companies Act, 2013, attached to the Notice convening the Annual General Meeting.

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 under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

The Company had formulated a Code of Conduct for the Directors and Senior Management personnel and the same has been complied with.

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 Nomination and Remuneration Committee, in accordance with Section 178(3) of the Companies Act, 2013.

As per Proviso 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 shall be appropriate to the working of the company and its goals and

(d) to carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and LODR. During the year under review, there has been no change in the policy. The web address of the Policy is –http://ramcocements.net/ramcocements/pdffiles/policies/ NOMINATION%20AND%20REMUNERATION%20POLICY.pdf

As required under Regulation 25(7) of LODR, 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 LODR, the details of the Familiarisation Programme for Independent Directors are available at the Company’s website, at the following link –h tt p s : / / ra m c o c e m e n t s. n e t / ra m c o c e m e n t s / p d ffi l e s / DIRECTORS%20FAMILIARISATION%20PROGRAMME%20 2020-2021.pdf

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

Board Evaluation

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, 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 LODR, 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 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 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, technology 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, 5 Board Meetings were held. The details 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.

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.

Public Deposits

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

b. Deposits remaining unclaimed as at the end of the year amounted to Rs. 0.54 lakhs aggregating to 3 numbers.

c. During the year, there has been no default in repayment of deposits or payment of interest thereon.

No deposit has been claimed from 01-04-2021 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, 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.

Internal Financial Controls

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls by means of Policies and Procedures commensurate with the size & 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.11, 12, 13, 20 and 47 of Notes to the Separate Financial Statements.

Audits

Statutory Audit

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 59th Annual General Meeting would be the Auditors of the Company, till the conclusion of the 64th Annual General Meeting of the Company to be held in the year 2022.

The report of the Statutory Auditors for the year ended 31st March 2021 does not contain any qualification, reservation or adverse remark. 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 had approved the appointment of M/s. Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Company’s Cost Records for the year 2021-22 at a remuneration of Rs. 5,50,000/- (Rupees Five lakhs fifty thousand 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 63rd Annual General Meeting scheduled to be held on 19-08-2021, for ratification by the Members.

The Cost Audit Report for the financial year 2019-20 due to be filed with Ministry of Corporate Affairs by 13-09-2020, had been filed on 11-09-2020. The Cost Audit Report for the financial year 2020-21 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 thereof.

Secretarial Audit

M/s.S.Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company.

. Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31st March 2021 is attached as Annexure-2.

. The report does not contain any qualification, reservation or adverse remark.

Annual Return

In accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 for the year ended 31st March 2021 is available in the Company’s website at the following link: http://www.ramcocements.in/shareholder-information.aspx The Annual Return for the year ended 31st March 2020 in Form MGT-7, filed with Ministry of Corporate Affairs, is available in the Company’s website at the following link: http://ramcocements.net/ramcocements/pdffiles/ANN%20 RETURN%202020.pdf

Corporate Governance

The Company has complied with the requirements regarding Corporate Governance as stipulated in LODR. As required under Schedule V(C) of 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 LODR, a Certificate from the Secretarial Auditors confirming compliance of conditions of Corporate Governance is also attached as Annexure-4.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of 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.

CSR – Initiatives and Impacts

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 Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure–6.

Covid Measures

As COVID – 19 raged through India in FY 2020 – 21, the Company reiterated its commitment to the wellbeing of its stakeholders, both internal as well as external.

The Company not only contributed directly to the society by various means but also proactively partnered with government administrations, in the fight against the COVID in its operating states of Tamil Nadu, Kerala, Andhra Pradesh, Telangana, Karnataka, West Bengal and Odisha. The Company had contributed more than Rs. 11 crores for COVID-19 by way of donations to relief funds, distribution of relief materials to the communities and providing critical medical equipments to Government Hospitals.

The Company also mobilized and distributed basic amenities such as shelter, food and ration kits containing rice, wheat flour, oil, and vegetables, to all the needy families in villages surrounding its factories and mines by working alongside district collectors, police, public health departments and panchayats. Disinfectants were sprayed extensively in villages around the factories as a safety measure.

Medical equipments to various government hospitals

The medical devices required for the clinical management of COVID-19, selected and prioritized according to the request received from various State Governments and were provided to them. These included: oxygenators, pulse oximeters, patient monitors, thermometers, infusion and suction pumps, as well as personal protective equipment.

Commissioning of Medical Oxygen Plants

The Company during May 2021 had commissioned an Oxygen Plant at its Ramasamy Raja Nagar unit for the welfare of the people. The plant has a production capacity to produce Oxygen for 48 numbers of oxygen cylinders per day. Each cylinder has a capacity of 45 litres of liquid oxygen, which is equal to 7000 litres in gaseous form. This plant supplies Oxygen to Government Hospitals in Rajapalayam, Virudhunagar, Sivakasi, Aruppukottai and Sathur. The Company is in the process of establishing additional Oxygen Plants at its other units also, to meet the growing demand for Oxygen from the COVID affected persons.

Vigil Mechanism / Whistle Blower Policy

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of 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 weblink 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 LODR, the Company has developed and implemented a 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 –http://ramcocements.net/ramcocements/pdffiles/policies/ RISK%20%20MANAGEMENT%20POLICY.pdf

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 required to be disclosed in Form AOC-2 are given in Annexure-7. No transaction with the related party is material in nature, in accordance with Company’s "Related Party Transaction Policy" and Regulation 23 of LODR. In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Notes to the Financial Statements.

As required under Regulation 46(2)(g) of LODR, the Related Party Transaction Policy is disclosed in the Company’s website and its weblink is –http://ramcocements.net/ramcocements/pdffiles/policies/ RELATED%20PARTY%20TRANSACTION%20POLICY%20 2015.pdf

As required under 46(2)(h) of LODR, the Company’s Material Subsidiary Policy is disclosed in the Company’s website and its weblink is –http://ramcocements.net/ramcocements/pdffiles/policies/ MATERIAL%20SUBSIDIARY%20POLICY%202015.pdf

Material Changes since 1st April 2021

There have been no 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 in terms of provisions of 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, relating to remuneration, are provided in Annexure-9.

Employee Stock Option Scheme

At the Annual General Meeting held on 03-08-2018, 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 2018 – Plan A 5,00,000 Rs. 1/- per share One year from 31st December of the immediately succeeding
ESOS 2018 – Plan B 7,00,000 Rs. 100/- per share the date of grant Financial Year, in which the vesting was done. Primary Nil

The purpose of this plan is 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 with ownership in proportion to their contribution;

* 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 Statutory Auditors, with respect to implementation of the above Employee Stock Option Schemes in accordance with SEBI Guidelines and the resolution passed by the Members of the Company, would be placed before the Members at the ensuing AGM and a copy of the same shall be available for inspection at the Corporate Office of the Company during normal business hours on any working day.

The relevant disclosures in terms of Companies Act, 2013, and in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, are attached as Annexure-10.

Relevant disclosures in accordance with ‘Ind AS 102 Sharebased Payments’ issued by ICAI and Diluted EPS on issue of shares pursuant to the schemes covered under the regulations are disclosed in accordance with Ind AS 33 - Earnings Per Share issued by ICAI.

The disclosure required to be made under SEBI (Share Based Employee Benefits) Regulations, 2014 is available in the Company’s website at the following link –http://www.ramcocements.in/shareholder-information.aspx

Credit Rating

The ratings for the Company’s borrowing are available in Corporate Governance Report.

Awards Received during the Year

CSR Awards

The Alathiyur unit had won "Gold Medal" and also a "Special Award" for its extraordinary CSR Contribution to Society from the International Research Institute of Management (IRIM), Mumbai. The IRIM had bestowed these awards to the unit at the National level competition for India Green Manufacturing Challenge – 2019 conducted by it. Out of 57 companies from various sectors like Cement, Aluminium, Steel, Fertilisers, Textile, Rubber, Chemical, etc. the Company’s Alathiyur plant had won "Gold Medal". This is the second time such an award is being received from IRIM, Mumbai. Previously, the plant had been awarded Silver Medal by them.

Similarly, the Ariyalur unit had won "Gold Medal" and Overall 2nd Runner Up in India from the IRIM, Mumbai. This is the second time such an award is being received from IRIM, Mumbai, by Ariyalur unit.

The Ariyalur unit had received Best Community Development Award for its fight against COVID-19 in the National Awards for Excellence in CSR and Sustainability from the World CSR Day. The Alathiyur unit had been awarded "CSR India Award – 2020" by Greentech Foundation, New Delhi in October 2020. The award was bestowed on the unit for its Health Promotion initiatives and had been adjudged as Winner under the category of "Promotion of Health & Healthcare".

The Alathiyur unit had been recognised with "Commendation for Significant Achievement" in its Corporate Social Responsibility at the CII-ITC Sustainability Awards 2020.

The Alathiyur unit had been recognised with "Gold Award" by Apex India Foundation, New Delhi, in its CSR Excellence Award 2019 for its Community Development Projects and for its holistic approach.

The Ariyalur unit had been awarded "Best Community Development Award for Covid 19" at the National Awards for Excellence in CSR & Sustainability by World CSR Day. The Ramasamy Raja Nagar unit had received two awards, viz. "Best Relief Package for COVID-19" and "Best COVID-19 solution for Workforce Management" on 18-02-2021 from The Economic Times, Mumbai.

Environmental Awards

The Ramasamy Raja Nagar unit had received Environment, Health and Safety Excellence award from Confederation of Indian Industry (CII) on 25-03-2021. This is a 4 Star Rating Award. The unit is receiving this award for the third time. The Alathiyur unit had been awarded "Greentech Environment Award 2020" on 11-02-2021 for its outstanding achievement in Green Belt Development, by Greentech Foundation, New Delhi. The Ariyalur unit had been bestowed "Special Award" for Green Belt Development for Community Initiatives by CII, Chennai, on 25-03-2021.

Manufacturing Competitiveness

The Ramasamy Raja Nagar Unit had received Gold Medal at the National Awards for Manufacturing Competitiveness 2020 on 13-02-2021 organised by IRIM. The unit had also received "Special Award for Sustainability in Operations" in All India Level, for demonstrating commitment and excellence in our journey towards improving manufacturing competitiveness.

The Ramasamy Raja Nagar unit had bagged one first prize and two third prizes from Madurai Productivity Council, Madurai on 18-02-2021 for its involvement in continual improvement and new creation.

Occupational, Health and Safety Awards

The Ramasamy Raja Nagar unit had received "5 Star Award" for its performance in Occupational, Health, Safety and Environment on 25-03-2021 from CII.

The Alathiyur unit had been awarded 5 Stars Rating in Environment, Health & Safety Excellence Level Award 2020 by CII, Chennai, during the 13th Edition Award Ceremony held at Taj West End Hotel, Bangalore on 25-03-2021.

The Ariyalur unit had been awarded 5 Stars Southern Region Environment, Health & Safety Excellence Awards 2020 by CII, Chennai, on 25-03-2021. The Alathiyur and Ariyalur units had been awarded "Occupational Health & Safety Award 2020" by Apex India Foundation for the unit’s performance in Occupational Health & Safety on 06-04-2021.

Energy Efficiency Award

The Ramasamy Raja Nagar unit had been awarded Innovative Project Award for "Transportation of Waste Heat Recovery

Steam to CPP Turbine" in the 21st National Award for Excellence in Energy Management 2020, conducted by CII on 28-08-2020.

HR Award

The Alathiyur plant had been awarded "Golden Peacock National Training Award" for the year 2020 by The Institute of Directors, New Delhi.

Quality Circle Awards

The Ramasamy Raja Nagar unit had won 21 Gold Awards at the competition conducted by the Quality Circle Forum of India (QCFI), Madurai Chapter in September 2020.

The Jayanthipuram unit had won 4 Gold Awards at the competition conducted by the QCFI, Hyderabad Chapter in November 2020.

The Jayanthipuram unit had won the 2 Gold Awards at the competition conducted by the QCFI, Vizag Chapter in November 2020.

The Ariyalur unit had won 6 Gold Awards at the competition conducted by the QCFI, Coimbatore Chapter in September 2020.

In the National Convention on Quality concepts organised by QCFI in December 2020, the company’s units had won following awards:

a. Ramasamy Raja Nagar Unit - 16 Par Excellence and 7 Excellence
b. Jayanthipuram Unit - 4 Par Excellence and 1 Excellence
c. Ariyalur Unit - 4 Par Excellence and 2 Excellence

Shares

The Company’s shares are listed in BSE Limited and National Stock Exchange of India Limited.

Investor Education and Protection Fund (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years, transferred to IEPF are detailed below:

Dividend Details Amount Transferred – Rs. Date of Transfer to IEPF
Final Dividend for 2012-13 20,53,905/- 19-08-2020

Shares transferred to IEPF, during the year under review are detailed below:

No. of Shares Date of Transfer to IEPF
18,659 18-08-2020

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 Rs. 1/- each Amount of Unclaimed / Unpaid Dividend as on 31-03-2021 – Rs.
2013-14 Dividend 28-07-2014 27-07-2021 25-08-2021 21,16,779 21,16,779.00
2014-15 Dividend 06-08-2015 05-08-2022 01-09-2022 17,11,023 25,66,534.50
2015-16 Dividend 11-03-2016 10-03-2023 08-04-2023 16,77,829 50,33,487.00
2016-17 Dividend 04-08-2017 03-08-2024 01-09-2024 17,77,748 53,33,244.00
2017-18 Dividend 03-08-2018 02-08-2025 31-08-2025 9,29,450 27,88,350.00
2018-19 Dividend 08-08-2019 07-08-2026 06-09-2026 8,62,975 25,88,925.00
2019-20 Dividend 03-03-2020 02-03-2027 01-04-2027 9,62,857 24,07,142.50
2020-21 Interim Dividend 12-03-2021 11-03-2028 10-04-2028 1,44,07,716 16,24,257.00*

* Net of TDS.

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 2021;

(b) they had selected such accounting policies and applied them consistently and made judgments 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 2021 and of the profit of the 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 internal financial controls are adequate and were operating effectively; and (f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 THE RAMCO CEMENTS LIMITED,
Rajapalayam P.R.VENKETRAMA RAJA
24-05-2021 Chairman & Managing Director

1. Source: IMF – World Economic Outlook January 2021

2. Source: National Statistics Office; OECD

3. Source: Cement Manufacturers Association; https://www.crisil.com/en/home/our-analysis/reports/2017/09/sector-report-cement.html; ICRA report quoted in news; CARE ratings

4. Source: CRISIL rating - http://www.businessworld.in/article/Cement-Industry-Expected-To-Grow-13-By-Volume-In-FY22-Crisil-Ratings/11-03-2021-383613/; CII study - https://m.economictimes.com/industry/indl-goods/svs/cement/indias-cement-demand-to-touch-550-600-million-tonnes-per-annum-by-2025-study/articleshow/34435994.cms –