25 Apr 2017 | Livemint.com

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Rain Industries Ltd.

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  • BSE Code: 500339
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  • NSE Code: RAIN
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Rain Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Report Pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the requirements of Corporate Governance is set out below:

A. RELATED PARTY DISCLOSURE

Transactions with related parties are disclosed in the Notes to Accounts in the Annual Report all the transactions with related parties are at arms' length and in compliance with transfer pricing regulations and consideration will be paid/received through cheque.

The Register of Contracts containing transactions, in which Directors are interested, is placed before the Board regularly. All Related Party Transactions are entered in to by the Company only after the prior approval of Audit Committee and Board of Directors.

In terms of the Companies Act, 2013 and Listing Agreement entered with the Stock Exchanges and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a policy to determine Related Party Transactions.

The policy is placed on the Company's website at: www.rain-industries.com

B. MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT

1. The report on MDA is annexed to the Directors' Report and forms part of this Annual Report.

2. Disclosure of Accounting Treatments:

The Company has followed the Accounting Standards in preparation of its Financial Statements.

C. CORPORATE GOVERNANCE:

1. Company's Philosophy on Code of Governance

Rain Industries Limited ("RIL"/the "Company") is committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value. The Company's core philosophy on the code of Corporate Governance is to ensure:

Fair and transparent business practices;

Accountability for performance;

Compliance of applicable statute;

Transparent and timely disclosure of financial and management information;

Effective management control and monitoring of executive performance by the Board; and Adequate representation of promoter, executive and independent directors on the Board.

2. Board of Directors :

The Board of Directors along with its Committees provides leadership and guidance to the Company's management and supervises the Company's performance. As at December 31, 2015, the Board of Directors ("Board") comprises of Nine Directors, of which eight are Non-Executive Directors. The Company has a Non-Executive Chairman and five Independent Directors, Independent Directors comprise more than half the total strength of the Board.

d. Number of Board Meetings

During the year ended December 31, 2015, Six Board Meetings were held as against the minimum requirement of four meetings. The maximum time gap between any of two consecutive meetings did not exceed One Hundred and Twenty days.

The dates on which the Board meetings were held are February 27, 2015, May 5, 2015, June 11, 2015, August 14, 2015, November 10, 2015 and December 30, 2015.

e. Disclosure of relationship between directors inter-se

Mr. N. Radhakrishna Reddy, Chairman is the father of Mr. N. Jagan Mohan Reddy, Managing Director and Mr. N. Sujith Kumar Reddy, Director. Other than Mr. N. Radhakrishna Reddy, Chairman, Mr. N. Jagan Mohan Reddy, Managing Director and Mr. N. Sujith Kumar Reddy, Director, none of the Directors are related to any other Director.

The details of familiarization programmes imparted to independent directors is given below Senior management personnel of the Company make presentations to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. Also, the Directors are briefed on their specific responsibilities and duties that may arise from time to time. Any new Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important policies of the Company including the Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct for Prevention of Insider Trading, Policy on Related Party Transactions, Policy on Remuneration, Policy on material events, Policy on material subsidiaries, Whistle blower policy, Risk Management Policy and Corporate Social Responsibility policy.

The Statutory Auditors and Internal Auditors of the Company have made a presentation to the Board of Directors with regard to provisions of Companies Act, 2013 and Clause 49 of the Corporate Governance of the Listing Agreement Agreement and Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its impact on the Company. Further Statutory Auditors and Senior Management will make a presentation to the Board of Directors on regulatory changes while approving the Quarterly Financial Results.

The details of familiarization programme is available on the website:http://www.rain-industries.com/ Investors.html

Profile of Board of Directors

Brief resume of the Directors, nature of their expertise in specific functional areas and name of Companies in which they hold directorship and the membership of the Committees of the Board are furnished hereunder:

Mr. N. Radhakrishna Reddy

Mr. N. Radhakrishna Reddy (73 years) is the Chairman of Rain Industries Limited. He has more than 45 years of experience in Construction and Cement Industry. He has been a Director of the Company since 1984. Currently, he is also on the Board of Rain Cements Limited, Renuka Cement Limited, PCL Financial Services Private Limited, Arunachala Holdings Private Limited, PR Cement Holdings Limited, Apeetha Enterprises

Private Limited, Lakshmi Sea Foods Limited, Rain Entertainments Private Limited and Pragnya Priya Foundation.

Mr. N. Radhakrishna Reddy holds 10,383,730 equity shares in the Company.

Mr. N Radhakrishna Reddy, Chairman is the father of Mr. N. Jagan Mohan Reddy, Managing Director and Mr. N. Sujith Kumar Reddy, Director. Other than the said Directors, he is not related to any other Director.

Mr. N. Jagan Mohan Reddy

Mr. N. Jagan Mohan Reddy (49 years) has a Bachelor of Science degree in Industrial Engineering from Purdue University, USA. He is the founder of Rain CII Carbon (Vizag) Limited (successor of Rain Calcining Limited) that has commenced operations in 1998. He was instrumental in the acquisition of (i) Rain CII Carbon LLC, USA (formerly CII Carbon LLC) engaged in the business of production and sale of Calcined

Petroleum Coke (CPC) and generation of energy and (ii) RÜTGERS N.V., a Belgium-headquartered Coal Tar Pitch ("CTP") and Chemicals producer. He provides strategy and guidance to the Senior Management of Rain Group.

Mr. Reddy is presently the Managing Director of Rain Industries Limited and CEO of Rain Carbon, Inc., USA. He is also a Member of the Boards of Rain CII Carbon (Vizag) Limited, Rain Cements Limited, Renuka Cement Limited, Sujala Investments Private Limited, Rain Enterprises Private Limited, Rain Entertainments

Private Limited, Pragnya Priya Foundation, Moonglow Company Business Inc, Rain Commodities (USA) Inc, Rain CII Carbon LLC, USA, Rain CTP Inc. and Rutgers N.V. He holds 100 equity Shares in the Company.

He is the member of Audit Committee and Nomination and Remuneration Committee of Rain Cements Limited and Rain CII Carbon (Vizag) Limited.

Mr. Reddy is the son of Mr. N. Radhakrishna Reddy, Chairman and brother of Mr. N. Sujith Kumar Reddy, Director. Other than the said Directors, he is not related to any other Director of the Company.

Mr. N. Sujith Kumar Reddy

Mr. N. Sujith Kumar Reddy (44 Years) holds a Bachelor's degree in Commerce. He has more than 24 years of experience in manufacturing and Construction Industry. He is the Managing Director of Rain Cements Limited, which manufactures and sells Cement under the brand name "Priya Cement". He is also Director of Renuka Cement Limited, PCL Financial Services Private Limited, Arunachala Holdings Private Limited, Apeetha Enterprises Private Limited, Nivee Holdings Private Limited, Nivee Property Developers Private Limited, Rain Entertainments Private Limited and PragnyaPriya Foundation.

Mr. N. Sujith Kumar Reddy holds 10,028,770 equity shares in the Company.

Mr. N. Sujith Kumar Reddy, Director is son of Mr. N. Radhakrishna Reddy, Chairman and brother of Mr. N. Jagan Mohan Reddy, Managing Director. Other than the said Directors, he is not related to any other Director.

Mr. Dipankar Basu

Mr. Dipankar Basu (80 Years) was previously the Chairman of State Bank of India until his retirement in August 1995. While serving as Chairman of State Bank of India, he served concurrently on the Boards of a number of SBI subsidiaries including those engaged in investment banking and fund management. Between 1996 and 1999, Mr. Basu served as a member of the Disinvestment Commission set up to advise the Government of India on public sector disinvestments. During 1997-98, Mr. Basu was a member of the Narasimham Committee on Banking Sector Reforms. Later, during 2004-06, he was a member of the

Appointments Board constituted by Government of India for selection of Chairman and Executive Directors of Public Sector Banks. Mr. Basu brings with him long experience and wide knowledge of financial markets in India. He has several years of Board level experience in companies engaged in a wide spectrum of businesses - both financial and non-financial. He is currently on the Boards of Asian Paints Ltd and Deepak

Fertilizers & Petrochemicals Corp. Ltd. He is at present a member of the Investment Advisory Committee of Army Group Insurance Fund and of the Empowered Committee on External Commercial Borrowings of Reserve Bank of India. He is the Chairman of Stakeholders Relationship Committee and Nomination and Remuneration Committee of Deepak Fertilisers& Petrochemicals Corp. Ltd., Chairman of Audit Committee and Member of Nomination and Remuneration Committee of Asian Paints Limited. Mr. Basu received his Master of Arts (Economics) degree from Delhi University.

Mr. DipankarBasu holds 140 equity shares in the Company and he is not related to any other Director of the Company.

Mr. S. L. Rao

Mr. S. L. Rao (80 Years) is an Economist, Distinguished Fellow, Emeritus at The Energy & Resources Institute (TERI), New Delhi, Board Member, IIM Kozikode, CIRC-CUTS Institute of Regulation and Competition and Trustee, Bangalore International Centre and Aga Khan Foundation, India. He is Member of Advisory Committees of Competition Commission of India and the Indian Energy Exchange. He has served for many years on other corporate and institutional Boards.

He was Director-General, National Council of Applied Economic Research, Delhi from 1990 to 1996 and was the first Chairman of the Central Electricity Regulatory Commission. He had earlier spent 28 years in management positions in Unilever, Warner Hindustan and Beardsell, five years as management consultant and designed and ran the National Management Programme (1987 to 1990). He is a columnist in the

"Telegraph", Kolkata and "Financial Express". He is a widely read commentator on policy issues in many national and international publications. He has authored or edited 16 books; the last 4 were "Managing India" (Academic Foundation, 2015), "Powering India" (Academic Foundation, 2011), "From Servants or Masters?"Evolution of Professional Management in India", (Global Business Press, 2007) and "Governing Power", (TERI Press, 2004).

He is on the Boards of Kanoria Chemicals and Industries Ltd, Global Trust Capital Finance Pvt Ltd and Insight Alpha Pvt Ltd. He is Chairman of Nomination and Remuneration Committee of Kanoria Chemicals and Industries Limited.

Mr. S L Rao does not hold any equity shares of the Company and he is not related to any other Director of the Company.

Mr. H. L. Zutshi

Mr. H. L. Zutshi (73 Years) was the Chairman & Managing Director of Hindustan Petroleum Corporation Ltd. (HPCL). HPCL is engaged in petroleum refining, marketing and exploration activities and presently has an annual turnover of USD 32 billion. He retired from HPCL in May 2002 after serving as CMD for seven years.

HPCL was the successor company of ExxonMobil in India, after the latter's activities was taken over by the Government of India in 1974.

Mr. Zutshi was also the Chairman of Mangalore Refineries and Petrochemicals Ltd (MRPL), a joint venture company between Aditya Birla Group of companies and HPCL, South Asia LPG Ltd, a joint venture between

HPCL and TOTAL of France, HINCOL a joint venture between COLAS SA of France and HPCL and an Exploration & Production company called Prize Petroleum, joint venture between HPCL and HDFC, ICICI and TDCI.

He was a member of the Government of India appointed expert Sub-Committee for developing a policy paper on deregulation etc, which provided inputs for the Hydro Carbon Vision 2025. He was formerly Chairman of the Petroleum, Coal, Fertilizer and related products Division Council of Bureau of Indian Standards (BIS), New Delhi, Convener of the Financial Services Sector task force of the Department of Public Enterprises, which fixed annual performance targets of the Financial Services PSUs. He was also Advisor Energy & Hydrocarbon to Mittal S.a.r.l, Luxomberg, and ABN Amro Investments. He was formerly Independent Director on the Boards of MMTC, MECON Ltd and IDBI Bank Ltd. He was also Special Director for BIFR on the boards of two companies.

Mr. Zutshi has had a brilliant academic record. He specialised in Mechanical Engineering and was trained in Management at the Administrative Staff College (Hyderabad), Indian Institute of Management (Ahmedabad) and Templeton College, Oxford University, UK.

Mr. Zutshi is presently the Managing Trustee of the Energy Research and Social Advancement Trust, New Delhi and Ishwar Charitable Trust Eye Hospital - ICARE. He is a member of India International Centre, New Delhi.

Mr. H L Zutshi does not hold any equity shares of the Company and he is not related to any other Director of the Company.

Mr. G. Krishna Prasad

Mr. G. Krishna Prasad (46 Years) holds a Bachelor's degree in Electronics Engineering from India and a Masters degree in Computer Science from Wayne State University, Detroit. He worked earlier with Ford Motor Company in Detroit prior to starting his companies in India. Mr. G. Krishna Prasad is at present Managing Director in Tecra Systems Private Limited and Emergency Dictation Software Services Private Limited and Director in Srinija Infrastructure Private Limited, Rain CII Carbon (Vizag) Limited and Rain Cements Limited. He is the Chairman of Audit Committee and Nomination and Remuneration Committee of

Rain Cements Limited and Member of Audit Committee and Nomination and Remuneration Committee of Rain CII Carbon (Vizag) Limited.

Mr. G. Krishna Prasad does not hold any equity shares of the Company and he is not related to any other Director of the Company.

Ms. Radhika Vijay Haribhakti

Ms. Radhika Haribhakti (58 years) has over 30 years of experience in Commercial and Investment Banking with Bank of America, JM Morgan Stanley and DSP Merrill Lynch. She has advised several large corporates and led their Equity and Debt offerings in domestic as well as international capital markets. She now heads RH Financial, a boutique Advisory Firm focused on M&A and Private Equity.

She serves as an Independent Director on the Boards of Adani Ports & Special Economic Zone, EIH Associated Hotels Ltd, ICRA Ltd, ICRA Techno Analytics Ltd, Navin Fluorine International Ltd and Vistaar Financial Services Pvt Ltd.

Ms. Haribhakti has also been closely involved with issues of women empowerment, financial inclusion and CSR and has served on Boards of non-profits for over 18 years, including 12 years as Chairperson. She is the former Chair of Friends of Women's World Banking (FWWB) and SwadhaarFinaccess, both non-profits engaged in providing financial solutions to women in economically disadvantaged communities. She has also served on the Governing Council of Citigroup Micro Enterprise Award and CII's National Committee on Women Empowerment.

Ms. Haribhakti is a Graduate in Commerce from Gujarat University and Post Graduate in Management from the Indian Institute of Management (IIM), Ahmedabad.

She is a member of Audit Committee and Chairperson of Nomination & Remuneration Committee and Employee Stock Option Scheme Compensation Committee of ICRA Limited, member of Audit Committee and Nomination and Remuneration Committee of ICRA Techno Analytics Limited, member of Audit Committee,

Stakeholders' Relationship Committee, Nomination and Remuneration Committee of Adani Ports and Special Economic Zone Limited and member of Stakeholders' Relationship Committee of Navin Fluorine International Limited.

Ms. Radhika Vijay Haribhakti does not hold any equity shares of the Company and she is not related to any other Director of the Company.

Mr. V. Narayanamurthy

Mr. V. Narayanamurthy (52 years) holds Master's Degrees in Business Economics and Financial Management and is a Certified Associate of the Indian Institute of Banking & Finance. He is the Nominee Director of IDBI Bank Limited. He is working with IDBI Bank Limited as Chief General Manager & Zonal Head, RBG South -

II Zone. In a career spanning 26 years in IDBI Bank, he has gained experience in a wide range of functions including corporate banking, project appraisal, corporate planning & policy, corporate strategy & research, strategic investments and corporate communications.

Mr. V. Narayanamurthy is a Nominee Director on the Board of Janalakshmi Financial Services Private Limited.

Mr. V. Narayanamurthy does not hold any equity shares of the Company and he is not related to any other Director of the Company.

3. AUDIT COMMITTEE

a. Brief description of terms of reference:

The terms of reference of the Audit Committee are as under:

i) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

ii) Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

v) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

vi) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

vii) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

viii) Approval or any subsequent modification of transactions of the company with related parties;

ix) Scrutiny of inter-corporate loans and investments;

x) Valuation of undertakings or assets of the company, wherever it is necessary;

xi) Evaluation of internal financial controls and risk management systems;

xii) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

xiii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

xiv) Discussion with internal auditors of any significant findings and follow up there on;

xv) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

xvi) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

xvii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

xviii) To review the functioning of the Whistle Blower mechanism;

xix) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

xx) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

xxi) Monitoring the end use of funds raised through public offers and related matters;

xxii) To review the management discussion and analysis of financial condition and results of operations;

xxiii) To review the statement of significant related party transactions (as defined by the audit committee), submitted by management;

xxiv) To review the management letters / letters of internal control weaknesses issued by the statutory auditors;

xxv) To review the internal audit reports relating to internal control weaknesses;

xxvi) To review the appointment, removal and terms of remuneration of the chief internal auditor.

xxvii) To review the statement of deviations of following:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

xxviii) The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company; and

xxix) The Audit Committee shall have authority to investigate into any matter in relation to the items specified above or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

xxx) The auditors of the Company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditor's report but shall not have the right to vote

b. Composition, name of members and Chairperson

The Audit Committee was constituted by the Board with 4 Independent Directors and 1 Non-executive Director (Nominee Director of IDBI Bank Limited) with Independent Director as its Chairman.

The Head of Finance and Accounts, Statutory Auditors and Internal Auditors attend the Audit Committee meetings on invitation and the Company Secretary acts as the Secretary of the Committee.

The minutes of the meetings of the Audit Committee are circulated to all the members of the Board.

c. Audit Committee meetings and Attendance during the Financial year ended December 31, 2015 Six Audit Committee Meetings were held during the Financial year ended December 31, 2015. The maximum time gap between any of the two meetings was not more than one Hundred and Twenty days.

The Audit Committee meetings were held on February 26, 2015, May 4, 2015, June 11, 2015, August 13, 2015, November 9, 2015 and December 30, 2015

4. Nomination and Remuneration Committee

a. Brief description of terms of reference

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

Carry on the evaluation of every director's performance

Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

Recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

Formulation of criteria for evaluation of Independent Directors and the Board;

Devising a policy on Board diversity; and

Any other matter as the Board may decide from time to time.

d. Nomination and Remuneration policy

The compensation of the executive directors comprises of fixed component and commission. The compensation is determined based on the remuneration prevailing in the industry and the performance of the Company. The remuneration package of the executive directors is periodically reviewed and suitable revision is recommended to the Board by the committee.

The Non-executive directors are paid sitting fees for attending meetings of Board/Committee and also paid commission.

e. Performance evaluation of Directors.

Pursuant to applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee has formulated a framework containing, inter-alia, the criteria for performance evaluation of the Independent Directors, Board of Directors, Committees of Board, Individual Directors includingManaging Director and Non- Executive Directors and Chairperson of the Board.

Criteria for Performance Evaluation of Independent Directors, Board of Directors, Committees of Board, Individual Directors, Managing Director, Non- Executive Directors and Chairperson of the Board

The criteria covered various aspects for evaluation of Independent Directors such as Participation at the Board / Committee meetings, Commitment (including guidance provided to senior management outside of Board/ Committee meetings), Effective deployment of knowledge and expertise, Effective management of relationship with stakeholders, Integrity and maintaining of confidentiality, Independence of behaviour and judgment, Impact and influence, Exercise of objective independent judgment in the best interest of the Company, Ability to contribute to and monitor corporate governance practice and Adherence to the code of conduct for independent directors, for Evaluation of the Board aspects such as Development of suitable strategies and business plans at appropriate time and its effectiveness, Implementation f robust policies and procedures and Size, structure and expertise of the Board were considered, for Evaluation of the Managing

Director aspects such as Achievement of financial/business targets prescribed by the Board, Developing and managing / executing business plans, operational plans, risk management and financial affairs of the organization and Development of policies and strategic plans aligned with the vision and mission of Company and which harmoniously balance the needs of shareholders, clients, employees and other stakeholders were considered, for evaluation of Non-Executive Directors aspects such as Participation at the Board / Committee meetings, Effective deployment of knowledge and expertise; Independence of behaviour and judgment were considered, for evaluation of the Committees aspects such as Discharge of its functions and duties as per its terms of reference, Process and procedures followed for discharging its functions, Effectiveness of suggestions and recommendations received were considered, for evaluation of Chairperson of the Board aspects such as

Managing relationship with the members of the Board and management, Providing ease of raising of issues and concerns by the Board members and Promoting constructive debate and effective decision making at the board were considered.

On the basis of performance evaluation done by all the Directors, it was determined whether to continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

5. Remuneration of Directors

a. There were no pecuniary transactions with any non-executive director of the Company.

b. Non-Executive Directors are paid Sitting Fee for attending the Board and Committee Meetings and paid Commission

6. Stake Holders Relationship, Grievance and Share Transfer Committee

b. Name and designation of Compliance Officer:

Mr. S. Venkat Ramana Reddy, Company Secretary

c. Number of Shareholders complaints received so far.

During the year ended December 31, 2015, the Company has received and resolved 110 complaints.

d. Number of complaints not resolved to the satisfaction of shareholders is Nil.

e. There were no pending complaints as at the year end.

Terms of Reference

Stake Holders Relationship, Grievance and Share Transfer Committee oversees and reviews all matters connected with the securities transfers and also looks into redressing of shareholders complaints like transfer of shares, non-receipt of annual reports/dividends etc.

The Committee oversees the performance of the Registrar and Transfer agents and recommends measures for overall improvement in the quality of investor services

8. MEANS OF COMMUNICATION

a) Quarterly results:

The quarterly results of the Company are published in accordance with the requirements of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, in widely circulated newspapers namely Business Standard (English daily) and Andhra Prabha (Telugu daily).

b) Newspapers wherein results normally published:

The results of the Company are published in widely circulated newspapers namely Business Standard (English daily) and Andhra Prabha (Telugu daily).

c) Any website, where displayed

The results of the Company are displayed on the Company's website: www.rain-industries.com

d) Whether it also displays official news releases

Official news releases along with quarterly results are displayed on the Company's website: www.rain-industries.com

e) Presentations made to institutional investors or to the analysts.

The presentations made to the investors/ analysts are placed on the Company's website: www.rain-industries.com

9. GENERAL SHAREHOLDER INFORMATION

a) Annual General Meeting :

41st Annual General Meeting

Date : 6th May, 2016

Time : 11:00 a.m.

Venue : KLN Prasad Auditorium, The Federation of Telangana and Andhra Pradesh Chambers of Commerce & Industry (FTAPCCI), Red Hills, Hyderabad-500 004, Telangana State.

b) Financial Calendar : January 1, 2016 to December 31, 2016.

Tentative Schedule for considering Financial Results:

For the Quarter ending March 31, 2016 : April / May, 2016

For the Quarter ending June 30, 2016 : July / August, 2016

For the Quarter ending September 30, 2016 : October / November, 2016

For the Quarter/Year ending December 31, 2016 : January / February, 2017

c) Dividend Payment Date : -NILd)

Listing on Stock Exchanges : Company's equity shares are listed at:

Name and Address of the Stock Exchange Scrip Code

BSE Limited, PhirozeJeeJeebhoy Towers, Dalal street, Mumbai-400 001.  

Scrip Code : 500339

National Stock Exchange of India Limited, RAIN Exchange Plaza, Floor 5, Plot # C/1, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051

The listing fees for the year 2015-16 has been paid to the above stock exchanges.

e) Stock Code

Name of the Stock Exchange Scrip Code

BSE Limited 500339

National Stock Exchange of India Limited RAIN

h) There was no suspension of trading in Securities of the Company during the year under review.

i) Registrar to an issue & Share Transfer Agents:

(for Shares held in both Physical and Demat mode) Karvy Computershare Private Limited

(Unit: Rain Industries Limited) Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 Fax: +91 040 23420814 Phone: +91 040 67161566 e-mail: einward.ris@karvy.com/murthy.psrch@karvy.com

j) Share Transfer System

SEBI vide its Circular No. CIR/MIRSD/8 /2012, dated July 5, 2012 has reduced the time-line for registering the transfer of shares to 15 days, the Physical share transfers are processed and the share certificates are returned to the shareholders within a maximum period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects

l) Dematerialization of Shares and liquidity

The Company's shares are available for dematerialisation with both the Depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). 32,64,65,759 equity shares were dematerialised representing 97.07 % of the total paid up equity share capital of the Company as on December 31, 2015. ISIN: INE855B01025

m) There are no outstanding Global Depository Receipts/American Depository Receipts or Warrants or any convertible instruments as on the date of December 31, 2015.

n) Commodity Price Risk or Foreign Exchange risk and hedging activities:

The Company is not carrying on any Commodity Business and has also not undertaken any hedging activities, hence same are not applicable to the Company.

o) The Company do not have any plants.

p) Address for correspondence:

Company Secretary

Rain Industries Limited Regd. Off: "Rain Center", 34, Srinagar Colony, Hyderabad - 500 073, Telangana State, India. Phone No.040-40401234, 040-40401259, Fax No. 040-40401214. CIN: L26942TG1974PLC001693 E-mail: secretarial@rain-industries.com (for investor grievance) Website: www.rain-industries.com

10. OTHER DISCLOSURES

a) During the year ended December 31, 2015, there were no materially significant related party transactions, which had potential conflict with the interests of the Company at large. The transactions with related parties are disclosed in the Note 30 to the Annual Accounts.

b) Details of non-compliance etc.,

A Statement of Compliance with all Laws and Regulations as certified by the Managing Director and Company Secretary is placed at periodic intervals for review by the Board.

There were no instances of non-compliance, penalty or strictures 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. No penalty has been imposed by any Stock Exchange, SEBI or any other regulatory authority nor has there been any instance of non-compliance with any legal requirements, or on matters relating to the capital markets over the last three years.

c) Details of establishment of Vigil Mechanism (Whistle Blower policy)

The Board of Directors of the Company had adopted the Whistle Blower Policy and appointed an ombudsman. Employees can report to the Management concerned unethical behavior, act or suspected fraud or violation of the Company's Code of Conduct policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

The Audit Committee reviews periodically the functioning of whistle blower mechanism.

No personnel has been denied access to the Audit Committee. A copy of the Whistle Blower Policy is also available on the website of the Company:http://www.rain-industries.com/Investors.html

The ombudsman had not received any complaint during the Financial Year ended 31st December, 2015.

d) The policy for determining 'material' subsidiaries is available on the website of the Company http://www.rain-industries.com/Investors.html

e) The policy on dealing with related party transactions is available on the website of the Company: http://www.rain-industries.com/Investors.html

11. The Company Complied with the requirements of the Schedule V Corporate Governance report sub-paras (2) to (10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. Details of compliance with mandatory requirements and adoption of Discretionary Requirements The Company has complied with all the mandatory requirements of Corporate Governance as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

With regard to discretionary requirements, the Company has adopted clauses relating to the following: Appointment of Non-Executive Chairperson, Separate persons were appointed for the post of Chairman and Managing Director and Internal Auditors reports directly to the Audit Committee.

14. Risk Management

The Company has constituted Risk Management Committee and Risk Management Policy which has been adopted by the Board of Directors. Currently, the Company's risk management approach comprises of the following:

l Governance of Risk

l Identification of Risk

l Assessment and control of Risk

The risks have been prioritized through a company-wide exercise. Members of Senior Management have undertaken the ownership and are working on mitigating the same through co-ordination among the various departments, insurance coverage, security policy and personal accident coverage for lives of all employees.

The Company had appointed a Risk Officer and also put in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions.

The details of Risks identified and mitigation measures undertaken are presented to the Board of Directors and the Audit Committee on a quarterly basis. The Board and the Audit Committee provides oversight and review the risk management policy periodically.

A detailed note on the risks is included in the Management Discussion and Analysis annexed to the Directors' Report.

15. Subsidiary Companies

The Company has two material unlisted subsidiaries in India. An independent director of the Company is also director on the Board of these subsidiaries. The Audit Committee of the Company reviews the financial statements of the subsidiaries and the minutes of the Board meetings of these subsidiaries are also periodically placed at the Board meeting of the Company.

16. Code of Conduct

The Board has laid down a Code of Conduct covering the ethical requirements to be complied with covering all the Board members and Senior Management Personnel and all employees of the Company. An affirmation of compliance with the code is received from them on an annual basis

19. Proceeds from public issues, rights issues, preferential issues, etc.

During the year ended December 31, 2015, there were no proceeds from public issues, rights issues, preferential issues, etc.

20. The Company has adopted the policy on dissemination of information on the material events to stock exchanges in accordance with the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the website of the Company http:// www.rain-industries.com/Investors.html

21. The Company has adopted the policy on preservation of documents in accordance with the Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Documents Preservation Policy is available on the website of the Company: http://www.rain-industries.com/ Investors.html

On behalf of the Board of Directors

for Rain Industries Limited

N. Jagan Mohan Reddy Managing Director DIN: 00017633

N. Sujith Kumar Reddy Director DIN: 00022383

Place: Hyderabad

Date : February 19, 2016