BOARDS' REPORT Dear Members, Your Directors have pleasure in presenting the 41st Annual Report and the Audited Financial Statements for the Financial Year ended December 31, 2015 State of the Company's Affairs During the period under review, the Company has achieved revenue of Rs.1,423.10 Million and net profit of Rs.260.87 Million on a standalone basis. During the same period, the Group has achieved revenue of Rs.102,981.67 Million and net profit of Rs.3,233.99 Million on a consolidated basis. Overview of Carbon Products Business Rain Group is one of the leading producers of Carbon products with Six operating facilities in North America, three operating facilities in Europe and one facility each in India, Canada, Russia and Egypt. Rain Group has expertise to co-generate Energy from waste heat recovered in the calcining process. Rain Group is co-generating Energy from four of its Carbon plants in the United States and one Carbon plant in India. In addition to the revenues generated from the sale of energy to third-parties, these co-generation facilities also reduce overall energy costs and dependence on third party suppliers for sourcing electricity. Rain Group owns and operates dedicated deep-water vessel loading terminals at three of the Calcined Petroleum Coke (CPC) facilities (Lake Charles, Chalmette and Gramercy) and a barge dock at West Virginia CPC facility in the United States. Rain Group also operates two full service petroleum coke laboratories. The Group has recorded net revenue of Rs.71,814 million from the Carbon Products business during the financial year ended December 31, 2015 as compared to net revenue of Rs.83,972 million during the year ended December 31, 2014. The Company has successfully completed the construction of its fourth Coal Tar Distillation Plant (CTP Plant) with a capacity of 300,000 metric tons per annum in Cherepovets, Russia on February 11, 2016 via a Joint Venture with PAO Severstal, Russia. The CTP Plant is expected to operate at about 70% of its capacity in the first year of its operation. The advanced technologies installed in this CTP Plant will enable production of vacuum-distilled CTP, which is of a higher quality vaccum in a higher margin product. The Joint Venture Partner, "PAO Severstal", has brought a long-term supply contract for the raw material - Coal Tar into this Joint Venture. Outlook for Carbon Products Business Calcined Petroleum Coke ("CPC") is produced from Green Petroleum Coke ("GPC"), a by-product of Crude Oil Refining process, through a process known as "Calcining" that removes moisture and volatile matter from GPC at high temperature. Similarly, the key raw material for Coal Tar Pitch ("CTP") is Coal Tar, a liquid by product produced in the coking process of converting coal into Metallurgical Coke. Together, CPC and CTP constitute the critical component of Carbon Anodes used in the Aluminum smelting process. CPC and CTP are considered as essential materials for the Aluminum industry, as there are no known economically viable substitutes for these products. As per the recent industry reports, approximately 77% of the world's CPC production and 79% of the world's CTP production is used in the production of Carbon Anodes in the Aluminum Smelting Process. Production of primary Aluminum is one of the most important determinants of CPC and CTP demand. World production of primary Aluminum totaled approximately 57.6 million metric tons in 2015 and is expected to grow to approximately 68.4 million metric tons by 2020, representing a compounded annual growth rate of 3.5%. The growth in demand for Aluminum is expected to be driven by increasing use of lightweight materials in many key industries such as Automobiles, Aerospace, construction, packing and consumer electronics. This demand growth is expected to be met through the addition of new Aluminum smelters, largely in Asia and the Middle East. From a medium to long term perspective, the performance of Rain Group, being one of the leading carbon producers with operating facilities across Globe is expected to be stable with continued demand from the growing Aluminum industry and the long term relationship with Aluminum Smelters, Crude Oil Refineries and Steel Producers. Overview of Chemical Business The Chemical products of Rain Group are derived from the downstream refining of primary coal tar distillates into chemical products such as aromatic chemicals, superplasticizers, resins and modifiers. These chemical products are used in a broad variety of end-markets including paints, coatings, construction, plastics, paper, tyres, rail ties, insulation and foam. The Coal Tar distillation business of Rain can be grouped into two categories, the primary coal tar distillation business ("primary distillation") and the follow-on processing of selected co-products of primary distillation into chemicals ("downstream"). Therefore, the supply of Chemicals mostly depends on CTP production. Primarily the Chemicals business can be categorized into four sub product categories: Superplasticizers: Superplasticizer business comprises of polymer-based products that are used especially as additives for concrete, gypsum and for other applications. Resins & Modifiers: Resins business delivers specialty resins under the brand name NOVARES to niche markets with applications in the adhesives, coatings, rubber and printing ink industries as well as modifiers for high-performance coating systems, alternative environmental friendly substitutes for coatings applications and paper production applications. Aromatic Chemicals: Aromatic Chemicals comprises aromatic hydrocarbons including anthracene, carbazole and other specialty chemicals that are used in a wide range of industries, such as paper, pharmaceutical, pigments and fragrance industries. They are even used in applications for growing high-tech industries including magnet wire for electrical motors. Chemical Trading: ChemTrade business comprises the trading of crude benzene between coke operators and crude benzene processors as well as the trading of diverse chemical raw materials and products. The Group has recorded net revenue of Rs.19,616 Million from the Chemical Business during the financial year ended December 31, 2015 as compared to net revenue of Rs. 24,629 Million during the year ended December 31, 2014. Outlook for Chemical Business With improving economic prospects, particularly through the development of the manufacturing sector, global annual growth in Chemicals is projected to be 3.3% in CY16 and 3.7% in CY17. The most significant growth will originate in the developing nations of Asia-Pacific, Africa and the Middle-East. Due to competitive advantages from shale gas, which led to an increasing supply of cheap shale-derived raw materials like natural gas, North America is also expected to generate strong growth. According to the US chemical industry association, American Chemistry Council (ACC), chemical output in the US is expected to grow by 2.9% in CY16 and by 4.4% in CY17. Growth is estimated to be moderate in Europe since reliable access to low-cost feedstock from shale gas is not available. But European chemical exports are expected to be supported by favorable Euro exchange rates. According to ACC chemical production in Western Europe is expected to grow by 2% and in Central/Eastern Europe by 3.1% and 3.7% in CY16 and CY17 respectively. In general, the global chemical industry expects improvement for years to come through stronger global growth in both the manufacturing industry and by consumer demand. Overview of Cement Business Rain Industries Limited, through one of its wholly owned subsidiaries, is engaged in the business of production and sale of Cement. Rain Group is operating one Cement plant in the state of Andhra Pradesh and another Cement plant in the state of Telangana and one Fly Ash Handling and Cement Packing facility in the state of Karnataka. Rain Group through its vast chain of dealer network sells Cement, under the brand name "Priya Cement", in the states of Andhra Pradesh, Telangana, Tamil Nadu, Karnataka, Maharashtra, Odisha and Kerala. The Group has recorded net revenue of Rs.10,288 Million from Cement Business during the Financial Year ended December 31, 2015 compared to net revenue of Rs. 8,735 Million during the year ended December 31, 2014. Outlook for Cement Industry The Indian cement industry has witnessed a massive capacity addition of over approximately 197 million metric tons during last 7 years. This capacity addition is disproportionately high in South India. During the same period, South Indian cement capacity alone has increased by approximately 78 million tons. This has resulted in significant pressure on capacity utilization and price realization, as well. India's cement industry's average utilization has come down drastically from approximately 95% in CY08 to approximately 71% in CY15, led by weak demand and an oversupply in the industry. Cement demand and capacity utilization are expected to improve, led by a slower pace in capacity addition and better demand prospects. Until CY14, the Southern region (especially Andhra Pradesh) was facing demand issues due to political instability and delays in projects across the sectors. However, with the split of Andhra Pradesh into two states, which required the establishment of a new government in the new state of Telangana, we expect demand to pick up and utilization to improve on the back of fresh demand for housing, urban and infrastructure development from the new states. Telangana is undertaking major irrigation projects and Andhra Pradesh is committed to building a new capital city by CY18. Listing of Equity Shares The Company's Equity shares are listed at the following Stock Exchanges: (i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai-400 001; and (ii) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051. The Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2015-16. Subsidiary Companies As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary Companies/ Associate Companies/Joint Ventures in Form AOC-1 is enclosed as Annexure- 1 to this Report Performance and financial position of each of the subsidiaries, associates and joint ventures As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies of the Company is enclosed as Annexure - 1A to this Report. Consolidated Financial Statements The consolidated financial statements prepared and annexed in accordance with the Accounting Standards 21 and 23 as prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 and Guidelines issued by Securities and Exchange Board of India ("SEBI") also forms part of this Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.rain-industries.com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request. Share Capital The Paid-up Share Capital of the Company as on 31st December, 2015 is Rs. 672,691,358. Number of Meetings of the Board of Directors During the year under review, six Board Meetings were held. The dates on which the Board meetings were held are 27th February, 2015, 5th May, 2015, 11th June, 2015, 14th August, 2015, 10th November, 2015 and 30th December, 2015. Management Discussion And Analysis The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company's various businesses viz., Carbon Products, Chemicals, Cement, internal controls and their adequacy, risk management systems and other material developments during the financial year. Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013 Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms: i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed; ii) that the Directors have 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 at December 31, 2015 and of Profit and Loss Account of the Company for that period; iii) that the Directors have 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; iv) that the Directors have prepared the Annual Accounts for the Financial Year ended December 31, 2015 on a going concern basis; v) that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149. Nomination and Remuneration Committee The Nomination and Remuneration Committee consists of the following Directors namely Mr. H. L. Zutshi, Chairman, Mr. S. L. Rao, Mr. Dipankar Basu, Mr. V. Narayanamurthy and Ms. Radhika Vijay Haribhakti. H 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 for 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; and Formulation of criteria for evaluation of Independent Directors and the Board. H Nomination and Remuneration policy The objectives of the Policy 1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration. 2. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies. 3. To carry out evaluation of the performance of Directors. 4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations. 5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. Particulars of Loans, Guarantees or Securities or Investments under Section 186 The details of Loans, Guarantees, Securities and Investments made during the Financial Year ended December 31, 2015 are given in Annexure - 2 in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014. Particulars of Contracts or Arrangements with Related Parties The particulars of contracts or arrangements with related parties in Form No. AOC-2 are enclosed as Annexure - 3 to this Report. Transfer of Amount to Reserves The Company proposes to transfer 10% of its Net Profits for the Financial Year ended 31st December, 2015 i.e., Rs. 26.09 Million to the general reserve for the Financial Year ended 31st December, 2015. Dividend The Board of Directors of the Company at its meeting held on August 14, 2015 have declared interim dividend @ 50% on the paid up Equity share capital of the Company i.e., Rs.1.00 per Equity share on face value of Rs.2 each. The Board of Directors of the Company now recommend that the Interim Dividend be the Final Dividend for the financial year ended December 31, 2015. Extracts of Annual Return The Extracts of Annual Return as per the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 in Form MGT-9 are enclosed as Annexure - 4 to this Report. The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014 Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is enclosed as Annexure - 5 to this Report. Risk Management Committee Risk Management Committee consists of the following persons namely Mr. N. Jagan Mohan Reddy, Managing Director, Mr. N. Sujith Kumar Reddy, Director and Mr. T. Srinivasa Rao, Chief Financial Officer. Mr. T. Srinivasa Rao is the Chief Risk Officer and Mr. S. Venkat Ramana Reddy acts as Secretary to the Committee. The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company. During the Financial Year, Risk Management Committee Meeting was held on November 7, 2015 Corporate Social Responsibility (CSR) Corporate Social Responsibility is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely Mr. N. Jagan Mohan Reddy, Chairman, Mr. N. Sujith Kumar Reddy, Member and Mr. G. Krishna Prasad, Member (Independent Director) and adopted policy for Corporate Social Responsibility. Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee. Report on Corporate Social Responsibility as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure - 6 to this Report Mechanism for Evaluation of Board Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. 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 of robust policies and procedures and Size, structure and expertise of the Board were considered, for Evaluation of the Whole Time 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. Directors Mr. N. Radhakrishna Reddy and Mr. N. Sujith Kumar Reddy, Directors of the Company retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors of the Company at their meeting held on November 10, 2015 re-appointed Mr. N. Jagan Mohan Reddy (DIN: 00017633) as a Managing Director of the Company for a period of 5 years with effect from November 10, 2015 (i.e., from November 10, 2015 to November 9, 2020) subject to the approval of shareholders of the Company. Except Mr. N. Jagan Mohan Reddy, Managing Director no other Director or Key Managerial Personnel were Appointed or have resigned during the Year. Deposits The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. Statutory Auditors The shareholders of the Company at the 40th Annual General Meeting held on 11th June, 2015 approved the appointment of M/s. B S R & Associates LLP, Chartered Accountants, (ICAI Regn. No.116231W/W-100024) as Statutory Auditors of the Company to hold office till the conclusion of 43rd Annual General Meeting subject to ratification of shareholders at every Annual General Meeting. M/s. B S R & Associates LLP, Chartered Accountants (ICAI Regn. No.116231W/W-100024) have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, a resolution seeking Members' ratification on appointment of M/s. B S R & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company for the financial year ending 31st December, 2016 is included at Item No.6 of the Notice convening the Annual General Meeting. Auditors Report There are no qualifications, reservations or adverse remarks made by M/s. B S R & Associates LLP, Chartered Accountants (ICAI Regn. No.116231W/W-100024) Statutory Auditors in their report for the Financial Year ended December 31, 2015. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. Internal Auditors The Board of Directors of the Company have appointed M/s. Ernst & Young LLP as Internal Audtiors to conduct Internal Audit of the Company for the Financial Year ended 31st December, 2015. Audit Committee Audit Committee consists of the following Directors namely Mr. S. L. Rao, Chairman, Mr. Dipankar Basu, Mr. H. L. Zutshi, Ms. Radhika Vijay Haribhakti and Mr. V. Narayanamurthy. Except Mr. V. Narayanamurthy, Nominee Director, IDBI Bank Limited, all the members of the Audit Committee are Independent Directors. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review. 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. Corporate Governance A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance. Vigil Mechanism The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and 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 provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company's website The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. Secretarial Auditor Report Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DVM Gopal & Associates, Practising Company Secretaries as Secretarial Auditors to conduct Secretarial audit of the company for the Financial year ended December 31, 2015. The Secretarial Audit Report issued by M/s. DVM Gopal & Associates, Practising Company Secretaries in Form MR-3 is enclosed as Annexure - 7 to this Annual Report. The Secretarial Audit Report does not contains any qualifications, reservation or adverse remarks. Statement of particulars of appointment and remuneration of managerial personnel The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 8 to this Annual Report. Insurance All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured. Details in respect of adequacy of internal financial controls with reference to the Financial Statements 1. The Company maintains all its records in SAP System and the work flow and approvals are routed through SAP; 2. The Company has appointed Internal Auditors to check the Internal Controls and also check whether the workflow of the organization is in accordance with the approved policies of the Company. In every Quarter, during approval of Financial Statements, Internal Auditors will present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations; and 3. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Material Subsidiaries Policy, Corporate Social Responsibility Policy, Anti corruption and Anti Bribery policy, Risk Management Policy, Dissemination of Material Events Policy, Documents preservation policy, Monitoring and Reporting of Trading by Insiders, Code of Internal Procedures and Conduct for Regulating, Code of Practices and Procedures for Fair Disclosures, policy on prevention of fraud and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The names of companies which have become or ceased to be Company's Subsidiaries, joint ventures or associate companies during the year: During the Financial Year, Zhenjiang Xin Tian Tansu Co. Ltd ceased to be subsidiary of the Company and Rain RÜTGERS CTP LLC, Rain Holding Germany GmbH, RÜTGERS Wohnimmobilien GmbH & Co. KG and RÜTGERS Gewerbeimmobilien GmbH & Co. KG have become Subsidiaries of the Company. Change in the nature of business There is no change in the nature of business of the Company. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. Material changes and commitments There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31st December, 2015 to which the financial statements relates and the date of signing of this report. Scheme of Arrangement between the Company, Rain Cements Limited (Wholly Owned Subsidiary Company) and Moonglow Business Inc., (Step down Wholly Owned Subsidiary Company). The Company made an application with the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh for approval of the Scheme of Arrangement between the Company, Rain Cements Limited (Wholly Owned Subsidiary Company) and Moonglow Business Inc., (Step down Wholly Owned Subsidiary Company) and their respective Shareholders and Creditors under Section 391 to 394 of the Companies Act, 1956. The Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh vide its order dated November12, 2015, directed the Company to convene Meeting of the Shareholders of the Company on January19, 2016 at 11.00 a.m. at K L N Prasad Auditorium, FTAPCCI, Red Hills, Hyderabad for obtaining approval for the Scheme of Arrangement between the Company, Rain Cements Limited, Moonglow Company Business Inc., and their respective shareholders and creditors. The Company has duly convened the meeting of the Shareholders and obtained approval for the Scheme of Arrangement with the requisite majority. The Company has filed a Petition with the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh for approval of the Scheme of Arrangement. Company Law Board Order allowing Company to follow calendar year as financial year As per the provisions of Section 2(41) of the Companies Act, 2013, every Company is required to follow a uniform financial year i.e., from 1st April to 31st March. The Company follows financial year which is from 1st January to 31st December. As per the provisions of Section 2(41) of the Companies Act, 2013, a Company is allowed to have financial year different from the financial year prescribed under Companies Act, 2013, provided such Company takes approval from Company Law Board. The Company made an application to Company Law Board to seek its approval to follow the financial year from 1st January to 31st December. The Company Law Board vide its order dated 16th October, 2015 permitted the Company to follow the Financial year from 1st January to 31st December. Human Resources The industrial relations of the Company continued to be harmonious during the year under review. Policy on Sexual Harassment The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st December, 2015, the Company has not received any Complaints pertaining to Sexual Harassment. Acknowledgement The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels. 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 |