The Ramco Cements Limited — AGM Information 2023

Jul 17, 2023

THE RAMCO CEMENTS LIMITED

Notice to the Members

Notice is hereby given that the 65[th] Annual General Meeting (AGM) of the Company will be held at 10.00 AM on Thursday, the 10[th] August 2023. This AGM is being conducted through Video Conferencing / Other Audio Visual Means (VC) the details of which are provided in the Notes to this Notice. The following are the businesses that would be transacted at this AGM.

Ordinary Business

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

2. “RESOLVED THAT the Company’s Separate and Consolidated Audited Financial Statements for the year ended 31[st] March 2023, and the Reports of the Board of Directors and Auditors thereon be and are hereby considered and adopted.”

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

“RESOLVED THAT a Dividend of Rs. 2/- per Share be and is hereby declared for the year ended 31[st] March 2023 and the same be paid to those shareholders whose names appear in the Register of Members maintained by the Company and the Register of Beneficial Owners maintained by the Depositories as on 3[rd] August 2023.”

of moneys so outstanding, shall not at any time exceed Rs. 10,000 Crores (Rupees Ten thousand crores only).”

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

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014, the remuneration of Rs. 6,50,000/- (Rupees Six lakhs fifty thousand only) exclusive of GST and Out-of-pocket expenses, payable to M/s.Geeyes & Co., Cost Accountants (Firm Registration No: 000044) appointed as the Cost Auditors of the Company by the Board of Directors, for the financial year 2023-24 for auditing the Cost Records relating to manufacture of cement and generation of wind energy, be and is hereby ratified.”

By Order of the Board, For THE RAMCO CEMENTS LIMITED,

M.F.FAROOQUI Chennai Chairman 18-05-2023 (DIN : 01910054)

Notes:

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

“RESOLVED THAT Shri.P.R.Venketrama Raja (DIN: 00331406), who retires by rotation, be and is hereby reappointed as a Director of the Company.”

Special Business

1. To consider and pass the following Resolution, as a SPECIAL RESOLUTION:

“RESOLVED that subject to the approval of the Financial Institutions/Banks as may be required and in supersession of the resolution passed at the Annual General Meeting held on 28[th] July 2014 and pursuant to Section 180(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 and the Articles of Association of the Company, the consent of the Company be and is hereby accorded to the Board of Directors for borrowing from time to time any sum or sums of money which together with the moneys already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid up capital of the Company and its free reserves, provided that the maximum amount

1. Statement pursuant to Section 102 of the Companies Act, 2013, setting out the material facts concerning each item of Special Business is annexed hereto.

2. The Company has chosen to conduct the AGM through VC. The AGM would be conducted in accordance with the General Circular No: 10/2022 dated 28[th] December 2022, issued by Ministry of Corporate Affairs “(MCA)”, Government of India and Circular No: SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated 5[th] January 2023, issued by Securities and Exchange Board of India (SEBI) and such other instructions that may be issued by Statutory Authorities.

3. The Company would be providing the Central Depository Services (India) Limited’s (CDSL) system for the members to cast their vote through remote e-voting and participate in the AGM through VC.

4. Proxy form is not being sent to shareholders, as the meeting is being conducted through VC.

5. The Company is also releasing a Public Notice by way of advertisement in English in Business Line (All editions), The New Indian Express (Combined Chennai edition), Trinity Mirror (All editions), Business Standard (All

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Editions) and in Tamil in Dinamani (Combined Chennai edition) and Makkal Kural (All editions), containing the following information:

• Convening of AGM through VC in compliance with applicable provisions of the Act.

• Date and Time of the AGM.

• Availability of Notice of the Meeting on the website of the Company, the stock exchanges, viz. BSE Limited and National Stock Exchange of India Limited,

  • where the Company’s shares are listed and at https://www.evotingindia.com

• Reference to the link of the Company’s website, providing access to the full annual report.

• Requesting the members who have not registered their E-Mail addresses with the Company, to get the same registered with the Company.

• The cut-off date will be 03-08-2023, for determining the eligibility to vote by remote e-voting or in the AGM.

• Pursuant to Rule 8 of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unclaimed/ unpaid dividends lying with the Company on the website of the Company (www.ramcocements.in), as also on the website of the Ministry of Corporate Affairs. The dividends remaining unpaid for a period of over 7 years will be transferred to the Investor Education & Protection Fund (IEPF) of the Central Government. Hence, the members who have not claimed their dividend relating to the earlier years may write to the Company for claiming the amount before it is so transferred to the Fund. The details of due dates for transfer of such unclaimed dividend to the said Fund are:

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Date of declaration Last date for claiming Due Date for Transfer
Year Type of dividend
of Dividend Unpaid Dividend to IEP Fund
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2016-17	Dividend	04-08-2017	03-08-2024	02-09-2024
2017-18	Dividend	03-08-2018	02-08-2025	01-09-2025
2018-19	Dividend	08-08-2019	07-08-2026	06-09-2026
2019-20	Dividend	03-03-2020	02-03-2027	01-04-2027
2020-21	Dividend	12-03-2021	11-03-2028	10-04-2028
2021-22	Dividend	10-08-2022	09-08-2029	08-09-2029

1. In accordance with Section 125(5) of the Companies Act, 2013, the Company has transferred the unclaimed/unpaid dividends lying with the Company for a period of over 7 years, to the IEPF established by the Central Government.

2. In accordance with Section 124(6) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares in respect of which, dividend has not been paid or claimed for 7 consecutive years or more have been transferred by the Company to IEPF. The shareholders / their legal heirs are entitled to claim the said shares and the dividend so transferred from the IEPF by making an online application in Form No: IEPF-5 to the IEPF Authority. The procedure is available at the website of the Company, viz. www.ramcocements.in and the form is available at the website of MCA at www.mca.gov.in

3. Despatching of physical copies of the financial statements (including Board’s report, Auditor’s report or other documents required to be attached therewith), has been dispensed with. Such statements are being sent only by email to the members, trustees for the debenture-holders and to all other persons so entitled. The Annual Report will also be made available on the Company’s Website - www.ramcocements.in and at the websites of the BSE Limited and National Stock Exchange of India Limited, where the Company’s shares are listed and CDSL’s e-voting portal at https://www.evotingindia.com

4. Voting through electronic means

5. A. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, [LODR] the Company is providing members remote e-voting facility to exercise their right to vote at the 65[th] AGM and the business may be transacted through such voting, through e-voting services provided by CDSL.

6. B. The facility for remote e-voting shall remain open from 9.00 AM on Monday, the 7[th] August 2023 to 5.00 PM on Wednesday, the 9[th] August 2023. During this period, the members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date, viz. Thursday, the 3[rd] August 2023, may opt for remote e-voting. Remote e-voting shall not be allowed beyond 5.00 PM on Wednesday, the 9[th] August 2023.

7. C. In terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants (DP). Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

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THE RAMCO CEMENTS LIMITED

• D. Pursuant to said SEBI Circular, Login method for e-voting and joining the AGM through VC for Individual shareholders holding securities in Demat mode are given below:

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Type of
Login Method
shareholders
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Individual	1) Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and
Shareholders	password. Option will be made available to reach e-voting page without any further authentication.
holding securities in	The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasitoken/home/login
Demat mode with	or visit www.cdslindia.com and click on Login icon and select New System Myeasi.
CDSL Depository	2) After successful login the Easi / Easiest user will be able to see the e-voting option for eligible
	companies where the evoting is in progress as per the information provided by company. On
	clicking the evoting option, the user will be able to see e-voting page of the e-voting service
	provider for casting the vote during the remote e-voting period or joining the AGM through VC
	& voting during the meeting. Additionally, there are also links provided to access the system of
	all e-voting Service Providers i.e. CDSL/NSDL, so that the user can visit the e-voting service
	providers’ website directly.
	3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.
	com/myeasinew/Registration/EasiRegistration
	4) Alternatively, the user can directly access e-voting page by providing Demat Account Number
	and PAN No. from a e-voting link available on www.cdslindia.com home page. The system will
	authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
	Account. After successful authentication, user will be able to see the e-voting option where the
	evotingis inprogress and also able to directlyaccess the system of all e-votingService Providers.
Individual	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL.
Shareholders	Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal
holding securities	Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial
in demat mode with	Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You
NSDL Depository	will have to enter your User ID and Password. After successful authentication, you will be able to
	see e-Voting services. Click on “Access to e-voting” under e-voting services and you will be able
	to see e-voting page. Click on company name or e-voting service provider name and you will be
	re-directed to e-voting service provider website for casting your vote during the remote e-voting
	period or joining the AGM through VC & voting during the meeting.
	2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.
	nsdl.com Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/
	SecureWeb/IdeasDirectReg.jsp
	3) Visit the e-voting website of NSDL. Open the web browser and type the following URL:
	https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page
	of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
	Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit
	demat account number holding with NSDL), Password/OTP and a Verification Code as shown on
	the screen. After successful authentication, you will be redirected to NSDL Depository site wherein
	you can see e-voting page. Click on company name or e-voting service provider name and you will
	be redirected to e-voting service provider website for casting your vote during the remote e-voting
	period orjoiningthe AGM through VC & votingduringthe meeting.
Individual	You can also login using the login credentials of your demat account through your DP registered with
Shareholders	NSDL/CDSL for e-voting facility. After successful login, you will be able to see e-voting option. Once
(holding securities	you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful
in demat mode)	authentication, wherein you can see e-voting feature. Click on company name or e-voting service
login through	provider name and you will be redirected to e-voting service provider website for casting your vote
their Depository	during the remote e-voting period or joining the AGM through VC & voting during the meeting.
Participants(DP)

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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• E. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login Type Helpdesk details
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Individual Shareholders	Members facing any technical issue in login can contact CDSL helpdesk by sending a
holding securities in Demat	request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.
mode with CDSL
Individual Shareholders	Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in Demat	request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000.
mode with NSDL

• F. Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode. Login method for e-Voting and joining the AGM through VC for shareholders holding shares in physical mode and shareholders other than individual holding in Demat form.

• The shareholders should log on to the e-voting website www.evotingindia.com.

• Click on “Shareholders” module.

• Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• Next enter the Image Verification as displayed and Click on Login.

• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• If you are a first-time user follow the steps given below:

• Particulars For Physical shareholders and other than individual shareholders holding shares in Demat

• PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders). Shareholders who have not updated their PAN with the Company/DP are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

• Dividend Enter the Dividend Bank Details or Date of Bank Birth (in dd/mm/yyyy format) as recorded in Details OR your demat account or in the company records Date of in order to login. Birth (DOB) If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction F.

After entering these details appropriately, click on “SUBMIT” tab.

• G. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• H. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• I. Click on the EVSN for The Ramco Cements Limited, on which you choose to vote.

• J. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• K. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• L. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• M. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• N. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

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THE RAMCO CEMENTS LIMITED

• O. If a demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• P. There is also an optional provision to upload Board Resolution / Power of Attorney if any uploaded, which will be made available to scrutinizer for verification.

• Q. Facility for Non – Individual Shareholders and Custodians –Remote Voting

  • a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

  • c. After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • d. The list of accounts linked in the login will be mapped automatically and can be delinked in case of any wrong mapping.

  • e. It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • f. Alternatively Non Individual shareholders are mandatorily required to send the relevant Board Resolution/ Authority letter, etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at srinivasan.k@ msjandnk.in and to the Company at the email address viz. investorrelations@ramcocements. co.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• R. If you have any queries or issues regarding attending the Meeting & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@ cdslindia.com or contact at toll free no. 1800 22 55 33.

• Instructions for shareholders attending the AGM through VC & e-voting during meeting are as under:

• A. The procedure for attending meeting & e-voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

• B. The Members can join the AGM in the VC mode upto 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The facility of participation at the AGM through VC will be made available to at least 1000 members on first come first served basis. This will not include Members holding 2% or more shareholding, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM.

• C. Members are requested to join the AGM through Laptops / IPads for better experience and will be required to have webcam and use Internet with a good speed to avoid any disturbance during the meeting.

• D. Members are requested to use Stable Wi-Fi or LAN Connection to mitigate Audio/Video loss due to fluctuation in your network. Please avoid connecting through your Mobile Devices or Tablets or through Laptop via Mobile Hotspot.

• E. Members who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request at least 3 days prior to meeting mentioning your name, demat account number/folio number, email id, mobile number (as registered with the Depository Participant (DP)/Company) to the mail id: investorrelations@ ramcocements.co.in Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

• F. Members who do not wish to speak during the AGM but have queries may send your queries at least 3 days prior to meeting mentioning your name, demat account number/folio number, email id, mobile number to the mail id: investorrelations@ramcocements. co.in These queries will be replied by the company suitably by email.

• G. Non-Individual members intending to authorize their representatives to attend the Meeting are requested to send a scanned certified copy of the board resolution authorizing their representative to attend on their behalf at the meeting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address with a copy marked to helpdesk.evoting@cdslindia.com.

• H. The attendance of the Members attending the AGM through VC will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

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• I. The link for VC to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

• J. Shareholders who have voted through Remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

• K. Only those shareholders, who are present in the AGM through VC and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.

• L. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

• M. In case of joint holder attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

• Process for those shareholders whose E-mail/Mobile No. are not registered with the Company/DP.

• A. For Physical shareholders, please provide your e-mail id/mobile number along with necessary details in Form No: ISR-1, available at the website of the Company.

• B. For Individual Demat shareholders, please update your email id & mobile no. with your respective DP which is mandatory while e-voting & joining the AGM through VC.

• Any person, who acquires shares of the Company and becomes a member of the Company after despatch of the Notice and holding shares as of the cut-off date i.e. 3[rd] August 2023, may obtain the Login ID and Password by following the procedures mentioned in Point No: 11 (D) or (F), as the case may be.

• The voting rights of shareholders shall be in proportion to the shares held by them in the paid up equity share capital of the Company as on 3[rd] August 2023.

• Shri.K.Srinivasan, Chartered Accountant (Membership No. 021510), Partner, M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants (E-Mail ID: srinivasan.k@msjandnk.in) has been appointed as the Scrutiniser to scrutinise the e-voting process in a fair and transparent manner.

• The scrutiniser shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the company and make, not later than three days of conclusion of the meeting, a consolidated Scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same and the Chairman or a person authorised by him in writing shall declare the result of the voting forthwith.

• The results declared along with the report of the Scrutinizer shall be placed on the website of the Company and on the website of CDSL immediately after the declaration of results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited, Mumbai.

• All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call toll free no. 1800 22 55 33.

By Order of the Board, For THE RAMCO CEMENTS LIMITED,

M.F.FAROOQUI

Chairman (DIN : 01910054)

Chennai 18-05-2023

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THE RAMCO CEMENTS LIMITED

Statement Pursuant to Section 102 of the Companies Act, 2013

Item No: 4

Under Section 180(1)(c) of the Companies Act, 2013, the Board of Directors are entitled to borrow in excess of the Company’s Paid-up Capital and Free Reserves, with the consent of the Members by way of Special Resolution.

Accordingly, pursuant to the above said section, the Members of the Company at the Annual General Meeting held on 28-07-2014 have passed a Special Resolution, permitting the Company to borrow such that the maximum outstanding amount shall not, at any time exceed Rs. 5,000 crores.

The Company has been consistently investing in new projects, expansions and modernisation of the existing plants. The Company would continue to look for opportunities to expand its capacities. This would be done by way of both establishment of green field cement plants and acquisition of brown field cement plants. The Company would also continue to invest in satellite grinding units to cater to the wider market in its bid for expanding its market presence. The Company is also investing in its R & D activities, for creating niche products for different consumers’ needs in its strategy of “Right Cement for Right Application”. The Company has also identified Dry Mortar products which can be instantly used in the application areas. These products could be advantageously combined in the Company’s marketing net work. All these things would entail additional borrowings and the proposed increase in borrowing limit would cater to these needs.

None of the Directors, Key Managerial Personnel or their relatives are deemed to be interested in this Resolution.

Item No: 5

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of Company, relating to manufacture of cement and generation of wind energy.

On the recommendation of the Audit Committee at its meeting held on 18-05-2023, the Board had approved the appointment of M/s.Geeyes & Co., Cost Accountants (Firm Registration No: 000044) as the Cost Auditors of the Company to audit the Company’s Cost Records relating to manufacture of cement and generation of wind energy, for the financial year 2023-24.

The firm established in the year 1994, have rich experience in Industry, Consulting and Management Systems Audits, Cost Audits, and Excellence Assessments. They are Cost Auditors for many companies across several industries. Their areas of specialization and interest include Corporate Strategy, Sustainability, Business Excellence, Total Cost Management, Enterprise Risk Management, Corporate Governance, Project Management, Energy & Environmental Management and Supply Chain Management. The following are the names of the Partners of the firm.

Hence, approval is sought from Members by way of Special Resolution to increase the said borrowing limit and authorise the Board of Directors to borrow such that the maximum outstanding, shall not at any time exceed Rs. 10,000 crores.

As provided under Section 180(1)(c) of the Companies Act, 2013, the limit is exclusive of temporary loans obtained from the Company’s Bankers / Financial Institutions in the ordinary course of business. Temporary loans include, loans repayable on demand or within six months from the date of the loan such as short term, cash credit, discounting of bills and issue of other short term loans of seasonal character, but does not include loans raised for the purpose of financial expenditure of a capital nature.

The company would strive to avail the borrowings on utmost necessity basis and would be judicial in this regard.

Your Directors recommend the resolution for your approval.

Mr.S.Srinivasan

Mr.R.Anantharaman

Mr.Manivannan.R.Rajan

The Board had approved a remuneration of Rs.6,50,000/(Rupees Six lakhs fifty thousand only) exclusive of GST and Out-of-pocket expenses.

The remuneration to be paid to 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.

The Directors recommend the Resolution to the Members for their approval. None of the Directors, Key Managerial Personnel or their relatives are interested in this Resolution.

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Details of Director Seeking Re-Appointment at the 65[th] Annual General Meeting Pursuant to Secretarial Standards on General Meetings:

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Name of the Director Shri.P.R.Venketrama Raja
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Director Identification Number(DIN)	Director Identification Number(DIN)		00331406
Age			64years
Qualifications			B.E., MBA
Experience			Shri.P.R.Venketrama Raja, has a Bachelor’s Degree in Chemical Engineering from
			University of Madras and Masters in Business Administration from University of
			Michigan, USA. He has been on the Board of The Ramco Cements Limited since
			1985. He has more than 3 decades of Industrial Experience with specific knowledge
			in Textiles, Cement and Information Technologysectors.
Terms and conditions of reappointment			Director liable to retire byrotation.
Date of First Appointment to the Board			23-05-1985
Shareholdingin	the Companyas on date		17,46,460 Shares of Rs. 1/- each.
Relationship with other Directors, Manager			Not related to Directors or Manager or Key Managerial Personnel.
and other Key Managerial Personnel of the
Company
No. of Meetings of the Board attended			5
duringtheyear
Other Directorships as on 31-03-2023			Ramco Systems Limited
			Ramco Industries Limited
			Rajapalayam Mills Limited
			The Ramaraju Surgical Cotton Mills Limited
			Sri Vishnu Shankar Mills Limited
			Sandhya Spinning Mill Limited
			Sri Sandhya Farms (India) Private Limited
			RCDC Securities and Investments Private Limited
			Nirmala Shankar Farms & Estates Private Limited
			Ram Sandhya Farms Private Limited
			Rajapalayam Textile Limited
			Ramamandiram Agricultural Estate Private Ltd.
			Lynks Logistics Limited
			Ramamandiram Management Consultancy Private Limited
			Rajapalayam Chamber of Commerce and Industry
			Ramco Management Private Limited
Memberships	and Chairmanships	of	Details given below
Committees of other Board

Integrated Annual Report 2022-23

71

THE RAMCO CEMENTS LIMITED

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Sl. Position Held
Name of the Company Name of the Committee
No (Chairman / Member)
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1	Rajapalayam Mills Limited	Stakeholders RelationshipCommittee	Chairman
2	Rajapalayam Mills Limited	Corporate Social ResponsibilityCommittee	Chairman
3	Rajapalayam Mills Limited	Rights Issue Committee	Chairman
4	Rajapalayam Mills Limited	Risk Management Committee	Chairman
5	Ramco Industries Limited	Stakeholders RelationshipCommittee	Chairman
6	Ramco Industries Limited	Corporate Social ResponsibilityCommittee	Chairman
7	Ramco Industries Limited	Risk Management Committee	Chairman
8	Ramco Industries Limited	Audit Committee	Member
9	Ramco Systems Limited	Stakeholders RelationshipCommittee	Chairman
10	Ramco Systems Limited	Corporate Social ResponsibilityCommittee	Chairman
11	Ramco Systems Limited	Allotment Committee	Member
12	Ramco Systems Limited	Fund RaisingCommittee	Member
13	Ramco Systems Limited	Risk Management Committee	Chairman
14	The Ramaraju Surgical Cotton Mills Limited	Stakeholders RelationshipCommittee	Chairman
15	The Ramaraju Surgical Cotton Mills Limited	Corporate Social ResponsibilityCommittee	Chairman
16	Sri Vishnu Shankar Mill Limited	Corporate Social ResponsibilityCommittee	Chairman
17	Sandhya SpinningMill Limited	Corporate Social ResponsibilityCommittee	Chairman

Integrated Annual Report 2022-23

72