REPORT ON CORPORATE GOVERNANCE
Pursuant to Schedule V C of LODR
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Since inception, The Ramco Cements Limited is assiduously following its self-determined goals on Corporate Governance. The object of the Company is to protect and enhance the value of all the stake holders of the Company viz., shareholders, creditors, customers and employees. It strives to achieve these objectives through high standards in dealings and following business ethics in all its activities.
The Company believes in continuous upgradation of technology to improve the quality of its production and productivity to achieve newer and better products for total customer satisfaction.
The Company lays great emphasis on team building and motivation. A contended and well developed worker will give to the Company better work and therefore better profits. The Company has strong faith in innate and infinite potential of human resources. It believes in the creative abilities of the people who work for the Company and believes in investing in their development and growth as foundation for strong and qualitative growth of the Organisation.
If there is no customer, there is no business. Customers' continued satisfaction and sensitivity to their needs are the Company's source of strength and security.
The Company also believes that as the Organisation grows, the society and the community around it should also grow.
2. BOARD OF DIRECTORS
The Board of Directors is headed by the Chairman and Managing Director, Shri.P.R.Ramasubrahmaneya Rajha. The Board consists of eminent persons with considerable professional expertise in various fields such as Administration, Banking, Finance, Engineering, Law, etc. The Board has 6 Directors. Except Shri.P.R.Ramasubrahmaneya Rajha, all other Directors are Non-Executive Directors. As required by the Code of Corporate Governance, not less than 50% of the Board of Directors consists of Independent Directors. There are no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company.
During the year under review, five Board Meetings were held, one each on 29-05-2015, 05-08-2015, 06-11-2015, 09-02-2016 and 11-03-2016.
Disclosure of relationships between directors inter-se
Shri.P.R.Ramasubrahmaneya Rajha, Chairman & Managing Director is the father of Shri.P.R.Venketrama Raja, Director
Details of familiarisation programme for Independent Directors
The details of the familiarisation programme for Independent Directors are available at the Company's website, at the following link at <http://www.ramcocements.in/Familiarisation.aspx>
The Board of Directors periodically review Compliance Reports pertaining to all Laws applicable to the Company. No non-compliance was reported during the year under review.
The Board is also satisfied itself that plans are in place for orderly succession for appointment of Board of Directors and Senior Management.
A Code of Conduct has been laid out for all Members of the Board and Senior Management suitably incorporating the duties of Independent Directors as laid down in the Companies Act, 2013.
The minimum information to be placed before the Board of Directors at their meeting, as specified in Part A of Schedule II of LODR have been adequately complied with.
3. AUDIT COMMITTEE
The terms of reference of the Audit Committee include:
i) To review the reports of Internal Audit Department;
ii) To review the Auditors' Report on the financial statements;
iii) To review and approve the Related Party Transactions;
iv) To review the Annual Cost Audit Report of the Cost Auditor;
v) To review the Annual Secretarial Audit Report of the Secretarial Auditor;
vi) To review the strength and weakness of the internal controls and to provide recommendations relating thereto;
vii) To generally assist the Board to discharge their functions more effectively.
viii)To review the financial statements and any investments made by the Subsidiary Company.
In addition, the Audit Committee would discharge the roles and responsibilities as prescribed by LODR and Companies Act, 2013.
Date of the meetings:
28-05-2015, 05-08-2015, 05-11-2015, 08-02-2016 & 11-03-2016.
The Statutory Auditors, Chief Executive Officer, Chief Financial Officer and Head of Internal Audit Department are invitees to the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee.
The representatives of the Cost Auditor and Secretarial Auditor are invited to attend the meeting of the Audit Committee when their reports are tabled for discussion.
3/4th of the members of the Audit Committee are Independent Directors as against the minimum requirements of 2/3rd as stipulated in Regulation 18(1)(b) of LODR.
4. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee discharges the functions as envisaged for it by the Companies Act, 2013, LODR and functions as mandated by the Board of Directors from time to time. The Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long term goals of the company.
The complete details about the terms of reference for Nomination and Remuneration Committee and Nomination and Remuneration Policy are available at Company's website.
Date of the meeting : 28-05-2015
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.
5. REMUNERATION TO DIRECTORS
The Non-Executive Directors are paid Sitting Fee of Rs. 40,000/-per meeting for attending the meetings of Board and Committees thereof, except for meetings of Share / Debenture Committee, for which no sitting fee is payable.
There are no pecuniary relationship or transactions of NonExecutive Directors vis-a-vis the Company.
The appointment and remuneration to Managing Director is governed by the resolution passed by the shareholders at the Annual General Meeting held on 28-07-2014 and the remuneration is equivalent to 5% of the Net Profits of the Company and in case of inadequacy of profits, as per Section II, Part II of Schedule V of the Companies Act, 2013.
7. MEANS OF COMMUNICATION
The Unaudited Quarterly and Half yearly Financial results and Audited Annual Results are published in English in Business Line (All editions), The New Indian Express and Trinity Mirror (Chennai editions), Business Standard (All Editions) and in Tamil in Dinamani and Makkal Kural (Chennai editions). The results were also displayed on the Company's website www.ramcocements.in
All the financial results are provided to the Stock Exchanges.
Official News releases are given directly to the Press and the Company's website also displays the official news releases.
8. GENERAL SHAREHOLDER INFORMATION
a. Annual General Meeting
On 04-08-2016 at 10.15 AM at P.A.C.R.Centenary Community Hall, Sudarsan Gardens, PAC.Ramasamy Raja Salai, Rajapalayam - 626 108, Tamil Nadu
b. Financial Year
1st April 2015 to 31st March 2016
c. Dividend Payment date
24-03-2016 (Interim Dividend - Already paid)
d. Name and Address of Stock Exchanges where the Company's Securities are Listed
National Stock Exchange of India Limited
Exchange Plaza Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051.
"P.J.Towers", Dalal Street, Mumbai-400001.
The Annual Listing Fee for the year 2016-17 has been paid to the Stock Exchanges.
e. Stock Code
BSE Limited 500260
National Stock Exchange of India Limited RAMCOCEM
f. Whether the securities are suspended from trading
g. Registrar and Transfer Agents
Being carried out in-house by the Secretarial Department of the Company.
h. Share Transfer System
For shares held in electronic mode, transfers are effected under the depository system of NSDL and CDSL. For shares held in physical mode, certificates are to be submitted to the Company along with the required security transfer forms. The company effects the transfers within 15 days, if the documents are found in order and the certificates are sent to the transferees. In the case of defective documents, the same are returned with the reasons to the transferees within 15 days.
i. Dematerialisation of Shares & liquidity
As on 31st March 2016, 94.24% of the shares have been dematerialized. Regarding liquidity of our Company's shares, the details are available in Annexure - A.
j. Outstanding GDRs/ ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity
k. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities
With respect to Buyers' Credit in foreign currencies, forward contracts are booked taking in to account, the cost of hedging and the foreign currency receivables. The currency rate movements are monitored closely for taking covers with respect to unhedged portions, if any.
l. Plant Locations
Integrated Cement Plants
i. Ramasamy Raja Nagar - 626 204, Virudhunagar District, Tamil Nadu.
ii. Alathiyur, Cement Nagar - 621 730, Ariyalur District, Tamil Nadu
iii. Govindapuram Village - 621 713, Ariyalur District, Tamil Nadu
iv. Jayanthipuram, Kumarasamy Raja Nagar - 521 457, Krishna District, Andhra Pradesh.
v. Mathodu - 577 533, Hosadurga, Chitradurga District, Karnataka.
i. Kattuputhur Village, Uthiramerur, Kancheepuram District - 603 107, Tamil Nadu.
ii. Singhipuram Village, Valapady , Salem District - 636 115, Tamil Nadu.
iii. Kolaghat - 721 134, Purba Medinipur District, West Bengal.
iv. Gobburupalam, A.S.Peta Post - 531 055, Kasimkota Mandal, Vizag, Andhra Pradesh.
Kumarapuram, Aralvaimozhi-629 301, Kanyakumari District, Tamil Nadu.
Readymix Concrete Plant
Medavakkam-Mambakkam Road, Vengaivasal, Chennai - 601 302, Tamil Nadu.
Dry Mortar Plant
F-14, SIPCOT Industrial Park, Sriperumbudur - 602 106, Tamil Nadu.
Ramco Research & Development Centre
11-A, Okkiyam, Thuraipakkam, Chennai - 600 096, Tamil Nadu.
Wind Farm Division
i. Thandayarkulam, Veeranam, Muthunaickenpatti, Pushpathur and Udumalpet in Tamil Nadu.
ii. Vani Vilas Sagar and GIM II Hills in Karnataka.
m. Address for Correspondence
K.Selvanayagam, Secretary (Compliance Officer)
The Ramco Cements Limited
Auras Corporate Centre, V Floor 98-A, Dr.Radhakrishnan Road Mylapore, Chennai - 600 004,
Tamil Nadu Phone: 28478666 Fax: 28478676 E Mail : firstname.lastname@example.org
10. OTHER DISCLOSURES
a. There are no materially significant related party transactions made by the Company that may have potential conflict with the interests of the Company at large.
b. There are no instances of non-compliance by the Company, and no penalties or strictures were imposed on the company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years.
c. The Company has a Whistle Blower Policy, available at the Company's website and it is affirmed that no personnel has been denied access to the Audit Committee.
d. The Company has complied with the mandatory requirements. The status of adoption of the non-mandatory requirements is given below:
i. The Company's financial statements are unqualified for the year 2015-16.
e. The Material Subsidiary Policy is disclosed in the Company's website and its weblink is - <http://www>. ramcocements. in/pdffiles/policies/MATERIAL%20 SUBSIDIARY%20POLICY.pdf
f. The Related Party Transaction Policy is disclosed in the Company's website and its weblink is - <http://www.ramcocements.in/pdffiles/policies/RELATED%20> PARTY%20TRANSACTION%20POLICY.pdf
g. The details relating to commodity price risks and commodity hedging activities are not applicable.
11. The Company has complied with the requirements of Corporate Governance Report of sub-paras (2) to (10) of Schedule V of LODR.
12. The extent to which the discretionary requirements specified in Part E of Schedule II have been adopted, is given against Clause 10(d) above.
13. The Company has no material subsidiary.
14. The Minutes of the Meeting of the Board of Directors of the unlisted subsidiary are being placed before the Board of Directors of the Company.
15. The Management of the unlisted subsidiary periodically brings to the notice of the Board, a statement on significant transactions and arrangements entered into by them.
16. Senior Management Personnel discloses to the Board of Directors all material, financial and commercial transactions where they have personal interest that may have a potential conflict with the Company's interest, if any.
17.The Company submits quarterly compliance report on Corporate Governance to the Stock Exchanges, in the prescribed format within 15 days from the close of the quarter duly signed by the Compliance Officer.
18. As required under Regulation 46(2) of LODR, the following information have been duly disseminated in the Company's website.
* Terms and conditions of appointment of Independent Directors
* Composition of various committees of Board of Directors
* Code of Conduct of Board of Directors and Senior Management Personnel
* Details of establishment of Vigil Mechanism/Whistle Blower Policy
* Policy on dealing with Related Party Transactions
* Policy for determining 'Material' Subsidiaries
* Details of familiarization Programmes imparted to Independent Directors
19. The various disclosures made in the Board's Report, may be considered as disclosures made under this report.
20. DISCLOSURES WITH RESPECT TO UNCLAIMED
[Pursuant to Schedule V(F) of LODR]
There were 3,26,600 shares of Rs. 1/- each belonging to 72 shareholders at the beginning of the year lying at "The Ramco Cements Limited Unclaimed Suspense Account" in dematerialised form. During the year, a shareholder had approached the Company for transfer of 1000 shares from the unclaimed suspense account. After completion of the said transfer formalities, 3,25,600 shares belonging to 71 shareholders are lying with the unclaimed suspense account as on 31-03-2016. The voting rights of these shares shall remain frozen till the rightful owner of such shares claims the shares.
21. Declaration signed by the Chief Executive Officer of the Company as per Schedule V(D) of LODR, on compliance with the Code of Conduct is annexed.
22. Compliance Certificate as per Regulation 17(8) read with Part B of Schedule II of LODR, provided by Chief Executive Officer and Chief Financial Officer is annexed.
On behalf of the Board of Directors
For THE RAMCO CEMENTS LIMITED,
Chairman & Managing Director