Dear Members,
Your Directors have pleasure in presenting the 50th Annual Report and
the Audited Financial Statements (standalone and consolidated) for the Financial Year
ended December 31, 2024:
FINANCIAL RESULTS A) STANDALONE
The Standalone performance for the Financial Year ended December 31,
2024 is as under:
The Financial Summary
|
|
(H in Million) |
| S Particulars No. |
December 31, 2024 |
December 31, 2023 |
| 1 Revenue from operations |
1,414.62 |
1,241.48 |
| 2 Profit before finance cost, depreciation and tax expense |
634.31 |
762.68 |
| 3 Finance Cost |
188.54 |
159.57 |
| 4 Profit before depreciation and tax expense |
445.77 |
603.11 |
| 5 Depreciation and amortisation expense |
7.30 |
5.92 |
| 6 Profit before Tax Expense |
438.47 |
597.19 |
| 7 Tax Expense |
49.02 |
66.62 |
| 8 Profit After Tax Expense |
389.45 |
530.57 |
| 9 Add: Surplus at the beginning of the year |
588.59 |
394.37 |
| 10 Total Available for appropriation |
978.04 |
924.94 |
| Appropriations: |
|
|
| 11 Dividend |
336.35 |
336.35 |
| 12 Surplus carried to Balance Sheet |
641.69 |
588.59 |
B) CONSOLIDATED
The Consolidated performance for the Financial Year ended December 31,
2024 is as under: The Financial Summary
|
|
(H in Million) |
| Sl. Particulars No. |
December 31, 2024 |
December 31, 2023 |
| 1 Revenue from operations |
153,743.91 |
181,414.85 |
| 2 Profit before finance cost, depreciation and amortisation
expense, impairment loss, share of profit of associates and tax expense |
15,926.62 |
18,624.41 |
| 3 Finance cost |
9,405.86 |
8,191.33 |
| 4 Profit before depreciation and amortisation expense,
impairment loss, share of profit of associates and tax expense |
6,520.76 |
10,433.08 |
| 5 Depreciation and amortisation expense |
8,071.01 |
7,762.68 |
| 6 Profit before impairment loss, share of profit of
associates and tax expense |
(1,550.25) |
2,670.40 |
| 7 Impairment loss |
730.52 |
7,506.15 |
| 8 Profit/(Loss) before share of profit of associates and tax
expenses |
(2,280.77) |
(4,835.75) |
| 9 Share of profit of associates (net of income tax) |
23.93 |
11.85 |
| 10 Profit/(Loss) before tax expense |
(2,256.84) |
(4,823.90) |
| 11 Tax expense |
2,242.54 |
3,138.09 |
| 12 Profit/(Loss) after tax expense |
(4,499.38) |
(7,961.99) |
| 13 Non-controlling interests |
1,143.31 |
1,417.07 |
| 14 Profit/(Loss) after tax expense after non-controlling
interests |
(5,642.69) |
(9,379.06) |
| 15 Add: Surplus at the beginning of the year |
61,065.32 |
70,780.72 |
| 16 Total Available for appropriation |
55,422.63 |
61,401.66 |
| Appropriations: |
|
|
| 17 Dividend |
336.35 |
336.35 |
| 18 Surplus carried to the Balance Sheet |
55,086.28 |
61,065.32 |
State of the Company's Affairs
During the year under review, the Company achieved revenue of H
1,414.62 million and net profit of H 389.45 million on a standalone basis. During the same
period, the consolidated revenue was H 153,743.91 million and net loss was H 5,642.69
million.
Business Outlook
The Company has established a system to closely monitor the evolving
landscapes of the industries in which the Company operate i.e., carbon, advanced materials
and cement. Our proactive approach involves identifying key trends, crafting strategic
responses to gain a competitive edge and effectively manage risks.
Carbon
Carbon segment includes the manufacturing of carbon products comprising
CPC, CTP and other derivates of coal tar distillation, including creosote oil,
naphthalene, carbon black oil and other basic aromatic oils. The sale of energy produced
through waste-heat recovery in the manufacturing of CPC is also included in the Carbon
segment. About 70% of RAIN Group's consolidated revenue for CY 2024 was generated from the
Carbon business segment.
During CY 2024, the Carbon business segment generated I 106,575 million
in net revenue, a decrease of approximately 20% as compared to H 132,968 million generated
during PY 2023. Volumes increased by 3.6%, primarily driven by higher capacity utilisation
of Indian CPC plants post the relief granted by Honorable CAQM in February 2024 and the
gradual implementation of the same during the rest of 2024. The average blended
realisation decreased by 23% on account of lower market quotations across all regions.
There was an appreciation of the Euro against the Indian Rupee by 1.4% and an appreciation
of US Dollar against the Indian Rupee by 1.3%.
The adjusted EBITDA for CY 2024 decreased by I 5,234 million compared
to PY 2023, driven by margin
compression due to a delay in the reset of raw material costs in-line
with finished goods prices, which were partially offset by the appreciation of the US
Dollar and Euro against the Indian Rupee.
2024 has presented its challenges, with market movements veering
unpredictably as they stabilise from the highs of 2022 and early 2023. However, amidst the
turbulence, after six years, we have received long-awaited relief in India in 2024 from
import restrictions, and, going forward, we will be able to operate Indian Carbon
segment's calcination facilities at maximum capacity and reintegrating global blend
strategy. With all the above, we expect the Carbon segment to return to normal margins.
Advanced Materials
Advanced Materials segment mainly comprises engineered products,
chemical intermediates and resins. These are derived from one of our primary Carbon
segment distillates - naphthalene - and from additional raw materials purchased from third
parties. About 22% of RAIN Group's consolidated revenue for CY 2024 is from the Advanced
Materials segment.
During CY 2024, Advanced Materials segment generated H 33,786 million
in net revenue, an increase of 4.5% as compared to H 32,317 million during PY 2023. The
increase was primarily related to an increase in volumes by 14%, primarily driven by
higher throughput of chemical intermediates and resins, due to higher demand, offset by an
8% decrease in realisations. The operating margin increased from H 1,509 in PY 2023 to H
2,571 in CY 2024 due to increased volumes and appreciation of the Euro against the Indian
Rupee.
With stabilisation of operations in Advanced Materials segment's
hydrogenated hydrocarbon resins (HHCR) plant, coupled with some positive developments
supporting industrial production and various other cost measures planned during the year,
we expect this segment to perform better in the future.
Cement
Cement segment is engaged in the manufacture and sale of cement in
India. The products include high-quality OPC Grade 53 and PPC. About 8% of the
consolidated revenue of RAIN Group for CY 2024 was from this business segment. During CY
2024, this segment generated H 12,312 million in net revenue, a decrease of 19% compared
to PY 2023. The decrease is primarily due to decrease in price realisations by 8%, coupled
with decrease in volumes of approximately 12% in CY 2024 compared to PY 2023. The Cement
segment operated at an average capacity utilisation of approximately 71% during CY 2024
compared to approximately 80% in PY 2023.
The operating margin of Cement segment decreased from 7.0% in PY 2023
to 0.6% in CY 2024, due to lower realisations and higher operating costs due to
consolidation of market.
In 2024, the Indian cement industry faced numerous challenges, ranging
from moderate capacity utilisation to lower sales realisations which impacted the topline,
plus contraction of margins and slower volume growth. However, the industry anticipates an
8% growth in sales in 2025, and we expect Cement segment to perform better in the future,
driven by an increase in rural cement consumption aided by improved farm cash flows,
sustained healthy demand for urban housing, an expected increase in government spending on
infrastructure projects, and our in-house implementation of cost-optimisation initiatives
through the generation of electricity from our captive solar power plants.
Listing of Equity Shares
The Company's equity shares are listed on the following Stock
Exchanges:
(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400
001, Maharashtra, India; 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, Maharashtra,
India.
The Company has paid the Annual Listing Fees to the said Stock
Exchanges for the Financial Year 2024-25.
Subsidiary Companies
The Subsidiary Companies situated in India and Outside India continue
to contribute to the overall growth in revenues and overall performance of the Company.
As per the provisions of Section 129 of the Companies Act, 2013 read
with Rule 5 of the 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 annexed to this Board's Report as Annexure - 1.
The detailed policy for determining material subsidiaries as approved
by the Board is uploaded on the Company's website and can be accessed at the Web-link:
https://rain- industries.com/investors/#policies
Performance and contribution of each of the Subsidiaries, Associates
and Joint Ventures
As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the
Financial performance of Subsidiaries, Associates and Joint Venture Companies along with
their contribution to the overall performance of the Company during the Financial Year
ended December 31, 2024 is annexed to this Board's Report as Annexure - 2.
Consolidated Financial Statements
The Consolidated Financial Statements are prepared in accordance with
Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)
Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant
provisions of the Companies Act, 2013.
The Consolidated Financial Statements for the financial Year ended
December 31, 2024 forms part of the Annual Report.
As per the provisions of Section 136 of the Companies Act, 2013, the
Company has placed Audited Financial Statements of its Subsidiaries on its website
www.rain- industries.com and a copy of Audited Financial Statements of its Subsidiaries
will be provided to shareholders upon their request.
Share Capital
The Authorised Share Capital of the Company as on December 31, 2024 is
H 1,670,000,000 consisting of 590,000,000 Equity Shares of H 2 each and 4,900,000
Redeemable Preference shares of H 100 each.
The Paid-up Share Capital of the Company as on December 31, 2024 is H
672,691,358 divided into 336,345,679 Equity Shares of H 2 each fully paid up.
During the year under review, there are no changes in the authorized,
issued, subscribed and paid-up share capital of the Company.
During the year under review, there were no reclassification,
sub-division, reduction of share capital, buy back of shares, changes in capital structure
resulting from restructuring and changes in voting rights of the equity shares of the
Company.
Variations in Net worth
The Standalone Net worth of the Company for the Financial Year ended
December 31, 2024 is H 2,691.13 Million as compared to H 2,638.03 Million for the previous
Financial year ended December 31, 2023 and the Consolidated Net worth of the Company for
the Financial Year ended December 31, 2024 is H 57,880.65 Million as compared to H
63,859.69 Million for the previous Financial year ended December 31, 2023.
Number of Meetings of the Board of Directors
During the year, five Board meetings were held.
The dates on which the Board meetings were held are February 23, 2024,
May 9, 2024, June 24, 2024, August 06, 2024 and November 6, 2024.
Details of the attendance of the Directors at the Board meetings held
during the Year ended December 31, 2024 are as follows:
| Name of the Director |
Number of Board Meetings |
|
Held |
Attended |
| Mr. N. Radhakrishna Reddy* |
5 |
3 |
| Mr. Jagan Mohan Reddy Nellore# |
5 |
5 |
| Mr. N. Sujith Kumar Reddy |
5 |
5 |
| Mr. Varun Batra |
5 |
5 |
| Mr. Brian Jude McNamara |
5 |
5 |
| Mr. Robert Thomas Tonti |
5 |
5 |
| Ms. B. Shanti Sree |
5 |
5 |
*Mr. N. Radhakrishna Reddy was appointed as a Managing Director of the
Company for a period of 3 years w.e.f. December 10, 2021 to December 9, 2024. The tenure
of Mr. N. Radhakrishna Reddy as a Managing Director ended on December 9, 2024 but continue
as Non-Executive Director of the Company.
#The Shareholders of the Company have approved the appointment of Mr.
Jagan Mohan Reddy Nellore as the Managing Director of the Company for a period of 5 years
i.e., from December 10, 2024 to December 9, 2029 through a postal ballot held on December
9, 2024.
Management Discussion and Analysis (Annexure - 10)
The Management Discussion and Analysis forms an integral part of this
Report and provides details of the overall Industry structure and developments,
Opportunities and Threats, Segment-wise or product-wise performance, Outlook, Risks and
concerns, Internal control
systems and their adequacy, financial performance with respect to
operational performance and state of affairs of the Company's various businesses viz.,
Carbon, Advanced Materials, Cement along with Material developments in Human Resources /
Industrial Relations front, including number of people employed and details of significant
changes (i.e., change of 25% or more as compared to the immediately previous financial
year) in key financial ratios, along with detailed explanations, details of any change in
Return on Net Worth as compared to the immediately previous financial year along with a
detailed explanation thereof and Disclosure of Accounting Treatment 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 on December
31, 2024 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, 2024 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 Section
149
The Independent Directors have submitted a 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
Independent Directors:
Ms. B. Shanti Sree, Chairperson, Mr. Varun Batra, Mr. Brian Jude
McNamara and Mr. Robert Thomas Tonti.
Brief description of the terms of reference:
- formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the board of directors a policy
relating to the remuneration of the directors, key managerial personnel and other
employees;
- For every appointment of a Director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of a Director. The person recommended to the Board for appointment as a Director
shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:
a) use the services of an external agency, if required;
b) consider candidates from a wide range of backgrounds, having due
regard to diversity; and
c) consider the time commitments of the candidates.
- formulation of criteria for evaluation of performance of independent
directors and the board of directors;
- devising a policy on diversity of board of directors;
- 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 of directors their appointment and removal;
- whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of independent
directors;
- recommend to the board all remuneration, in whatever form, payable to
senior management.
Nomination and Remuneration Committee meetings
During the period from January 1, 2024 to December 31, 2024, one
Nomination and Remuneration Committee Meeting was held on November 5, 2024.
Attendance at the Nomination and Remuneration Committee Meeting
| Name of the Director |
Designation |
Number of Meetings |
|
|
Held |
Attended |
| Ms. B. Shanti Sree |
Chairperson |
1 |
1 |
| Mr. Varun Batra |
Member |
1 |
1 |
| Mr. Brian Jude McNamara |
Member |
1 |
1 |
| Mr. Robert Thomas Tonti |
Member |
1 |
1 |
Particulars of Loans, Guarantees, Securities or Investments under
Section 186
The details of Loans, Guarantees, Investments made and Securities
issued during the Financial Year ended December 31, 2024 is given in compliance with the
provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 and the same is annexed to the Board's Report as
Annexure - 3.
Particulars of Contracts or Arrangements with Related Parties
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. All the related party
transactions are approved by the Audit Committee and Board of Directors.
The Company has developed a Policy on Related Party Transactions for
the purpose of identification and monitoring of such transactions.
The particulars of contracts or arrangements with related parties
referred to in sub section (1) of Section 188 entered by the Company during the Financial
Year ended December 31, 2024 in prescribed Form AOC-2 is annexed to this Board's Report as
Annexure - 4.
The policy on Related Party Transactions as approved by the Board is
uploaded on the website of the Company and the web link is
https://www.rain-industries.com/ investors/#shareholders-information.
Transfer of amount to Reserves
The Board of Directors do not propose to transfer any amount to General
Reserve for the Financial Year ended December 31, 2024. An amount of H 389.45 Million is
retained in the retained earnings.
Dividend
The Board of Directors of the Company at their Meeting held on August
6, 2024 have declared an Interim Dividend of 11/- per Equity Share i.e., 50% on face value
of 12/- per Equity Share fully paid up for the financial Year ended December 31, 2024 and
same was paid to the shareholders and no further dividend has been recommended for the
Financial Year ended December 31, 2024.
The dividend pay-out is in accordance with the Company's Dividend
Distribution Policy.
Dividend Distribution Policy
The Company has adopted the Dividend Distribution Policy to determine
the distribution of dividend in accordance with the Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing
Regulations"). The Dividend Distribution Policy is available on the Company's
website, at https://www.rain- industries.com/investors/#policies.
Annual Return
Annual Return in Form MGT-7 is available on the Company's website, the
web link for the same is https://rain-industries.com/investors
The conservation of energy, technology absorption, foreign exchange
earnings and outgo pursuant to the 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 the Companies (Accounts) Rules, 2014 is annexed to this Board's Report as
Annexure - 5.
Risk Management Committee
The Risk Management Committee consists of the following Directors:
Mr. Jagan Mohan Reddy Nellore, Chairman, Mr. N. Sujith Kumar Reddy,
Member and Mr. Brian Jude McNamara, Member (Independent Director).
Mr. T. Srinivasa Rao is the Chief Risk Officer and Mr. S. Venkat Ramana
Reddy acts as Secretary to the Committee.
The Committee has formulated a Risk Management Policy for dealing with
different kinds of risks which it faces in day-to-day operations of the Company. The 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 risks. The Risk management procedures are reviewed by the Audit
Committee and the Board of Directors on a quarterly basis at the time of review of the
Quarterly Financial Results of the Company.
Brief description of terms of reference
1. To formulate a detailed Risk Management Policy which shall include:
a. A framework for identification of internal and external risks
specifically faced by the Company, in particular including financial, operational,
sectoral, sustainability (particularly Environment, Social and Governance related risks),
information, cyber security risks or any other risk as may be determined by the Committee.
b. Measures for risk mitigation including systems and processes for
internal control of identified risks.
c. Business continuity plan.
2. To ensure that appropriate methodology, processes and systems are in
place to monitor and evaluate risks associated with the business of the Company;
3. To monitor and oversee implementation of the risk management policy,
including evaluating the adequacy of risk management systems;
4. To periodically review the risk management policy, at least once in
two years, including by considering the changing industry dynamics and evolving
complexity;
5. To keep the Board of Directors informed about the nature and content
of its discussions, recommendations and actions to be taken;
6. The appointment, removal and terms of remuneration of the Chief Risk
Officer (if any) shall be subject to review by the Risk Management Committee;
7. The Risk Management Committee shall coordinate its activities with
other committees, in instances where there is any overlap with the activities of such
committees, as per the framework laid down by the Board of Directors.
Cyber Security
The Company has established requisite technologies, processes and
practices designed to protect networks, computers, programs and data from external attack,
damage or unauthorized access. The Company is conducting training programs for its
employees at regular intervals to educate the employees on safe usage of the Company's
networks, digital devices and data to prevent any data breaches involving unauthorized
access or damage to the Company's data. The Information Technology Department of the
Company is in a constant process of taking feedback from the employees and updating the
cyber security protocols.
The Risk Management Committee and the Board of Directors are reviewing
the cyber security risks and mitigation measures from time to time.
Risk Management Committee Meetings
During the Financial Year, Risk Management Committee Meetings were held
on February 19, 2024, July 25, 2024 and October 28, 2024.
Attendance at the Risk Management Committee Meeting:
| Name of the Director |
Designation |
Number of Meetings |
|
|
Held |
Attended |
| Mr. Jagan Mohan Reddy Nellore |
Chairman |
3 |
3 |
| Mr. N. Sujith Kumar Reddy |
Member |
3 |
3 |
| Mr. Brian Jude McNamara |
Member |
3 |
3 |
Corporate Social Responsibility (CSR)
Corporate Social Responsibility reflects the strong 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 a way that will lead to
overall development of all stakeholders and society.
The Board of Directors of the Company have constituted a Corporate
Social Responsibility Committee comprising of the following Directors:
Mr. Jagan Mohan Reddy Nellore, Chairman, Mr. N. Sujith Kumar Reddy,
Member and Mr. Brian Jude McNamara, Member (Independent Director).
Corporate Social Responsibility policy was adopted by the Board of
Directors on the recommendation of Corporate Social Responsibility Committee.
During the year, the Company has spent H 1 Million towards CSR
activities.
The Company along with its subsidiaries in India has spent an amount of
H 262.04 Million towards CSR activities during last 3 years.
A report on Corporate Social Responsibility Activities as per Rule 8 of
the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this
Board's Report as Annexure - 6.
During the Financial Year, the Corporate Social Responsibility
Committee Meeting was held on April 25, 2024.
Attendance at the Corporate Social Responsibility Committee Meeting:
| Name of the Director |
Designation |
Number of Meetings |
|
|
Held |
Attended |
| Mr. Jagan Mohan Reddy Nellore |
Chairman |
1 |
1 |
| Mr. N. Sujith Kumar Reddy |
Member |
1 |
1 |
| Mr. Brian Jude McNamara |
Member |
1 |
1 |
Stakeholders Relationship Committee
The Stakeholders Relationship Committee consists of following
Directors:
Mr. N. Sujith Kumar Reddy, Chairman, Mr. N. Radhakrishna Reddy, Member,
Mr. Jagan Mohan Reddy Nellore, Member and Mr. Brian Jude McNamara, Member (Independent
Director).
During the Financial Year, Stakeholders Relationship Committee Meetings
were held on April 25, 2024 and October 28, 2024.
Attendance at Stakeholders Relationship Committee Meeting:
| Name of the Director |
Designation |
Number of Meetings |
|
|
Held |
Attended |
| Mr. N. Sujith Kumar Reddy |
Chairman |
2 |
2 |
| Mr. N. Radhakrishna Reddy |
Member |
2 |
2 |
| Mr. Jagan Mohan Reddy Nellore |
Member |
2 |
2 |
| Mr. Brian Jude McNamara |
Member |
2 |
2 |
Terms of Reference
(i) Resolving the grievances of the security holders including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, non-receipt of new/duplicate certificates, etc.
(ii) Review of measures taken for effective exercise of voting rights
by shareholders.
(iii) Review of adherence to the service standards adopted by the
Company in respect of various services being rendered by the Registrar & Share
Transfer Agent.
(iv) Review of the various measures and initiatives taken by the
Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of
dividend warrants/annual reports/statutory notices by the shareholders of the Company.
Share Transfer Committee
The Share Transfer Committee consists of following Directors:
Mr. N. Sujith Kumar Reddy, Chairman, Mr. N. Radhakrishna Reddy, Member
and Mr. Jagan Mohan Reddy Nellore, Member.
The Committee meets every week / 15 days to approve issue of duplicate
share certificates / letter of confirmation, transmission of shares, deletion of name in
the register of members and other requests related to shares of the Company from the
shareholders. The Committee also oversee and review all matters connected with the
securities transfers and review the performance of the Registrar and Transfer agents and
recommends measures for overall improvement in the quality of investor services.
Mechanism for Evaluation of the Board
Pursuant to the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual evaluation of its own performance
and that of its Committees as well as performance of the Directors individually. Feedback
was sought by way of a structured questionnaire covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance and the
evaluation was carried out based on responses received from the Directors.
The evaluation is performed 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.
In line with SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004, dated
January 5, 2017, the Company has adopted the criteria recommended by the SEBI.
The Directors were given Six Forms for evaluation of the following:
(i) Evaluation of Board;
(ii) Evaluation of Committees of the Board;
(iii) Evaluation of Independent Directors;
(iv) Evaluation of Chairperson;
(v) Evaluation of Non-Executive and Non-Independent Directors; and
(vi) Evaluation of Managing Director.
The Directors were requested to give following ratings for each
criteria:
Rating 1- Needs significant improvement Rating 2- Needs improvement
Rating 3- Acceptable Rating 4- Consistently good Rating 5- Outstanding
The Board of Directors have appointed Mr. DVM Gopal, Practicing Company
Secretary as scrutinizer for the Board evaluation process.
The Directors have sent the duly filled forms to Mr. DVM Gopal after
evaluation.
Mr. DVM Gopal, based on the evaluation done by the Directors, has
prepared a report and submitted the Evaluation Report to the Chairperson of the Nomination
and Remuneration Committee of the Company.
The Chairperson based on the report of the scrutinizer has informed the
rankings to each Director and also informed that based on the Evaluation done by the
Directors and also report issued by Mr. DVM Gopal, the performance of Directors is
satisfactory and they are recommended for continuation as Directors of the Company.
Familiarization programmes imparted to Independent Directors
The Members of the Board of the Company were provided with
opportunities to familiarize themselves with the
Company, its Management and its operations. The Directors are provided
with all the documents to enable them to have a better understanding of the Company, its
various operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their
roles and responsibilities at the time of their appointment through a formal letter of
appointment, which also stipulates various terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the
operations and familiarize the new NonExecutive Directors on matters related to the
Company's values and commitments. They are also introduced to the organization structure,
constitution of various committees, board procedures, risk management strategies, etc.
Strategic presentations are made to the Board where Directors get an
opportunity to interact with Senior Management. Directors are also informed of the various
developments in the Company through Press Releases, emails, etc.
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. In addition, the Directors are briefed on their specific
responsibilities and duties that may arise from time to time.
The Statutory Auditors and Internal Auditors of the Company make
presentations to the Board of Directors on Financial Statements and Internal Controls.
They will also make presentations on regulatory changes from time to time.
The Company Secretary provides an update on Regulatory Changes along
with the Board Agenda.
The details of the familiarisation programme are available on the
website: https://www.rain-industries.com
Directors
The Shareholders of the Company have approved the appointment of Mr.
Jagan Mohan Reddy Nellore as the Managing Director of the Company for a period of 5 years
i.e., from December 10, 2024 to December 9, 2029 through a postal ballot on December 9,
2024.
Mr. N. Radhakrishna Reddy was appointed as a Managing Director of the
Company for a period of 3 years w.e.f.
December 10, 2021 to December 9, 2024. The tenure of Mr. N.
Radhakrishna Reddy, Managing Director ended on December 9, 2024 but he continues as a
Non-Executive Director of the Company w.e.f. December 10, 2024.
Except the above, there has been no change in the Board of Directors
during the Financial Year ended December 31, 2024.
Appointment/Re-appointment
Mr. N. Sujith Kumar Reddy, Director of the Company retires by rotation
and being eligible offers himself for re-appointment.
Key Managerial Personnel
The following have been designated as the Key Managerial Personnel of
the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Mr. Jagan Mohan Reddy Nellore - Managing Director Mr. T. Srinivasa Rao
- Chief Financial Officer
Mr. S. Venkat Ramana Reddy - Company Secretary
Meeting of Independent Directors
A separate meeting of the Independent Directors was held under the
Chairmanship of Mr. Varun Batra, Independent Director on November 5, 2024, inter-alia, to
discuss evaluation of the performance of Non-Independent Directors, the Board as a whole,
evaluation of the performance of the Chairman, taking into account the views of the
Executive and Non-Executive Directors and the evaluation of the quality, content and
timeliness of flow of information between the management and the Board that is necessary
for the Board to effectively and reasonably perform its duties.
The Independent Directors expressed satisfaction with the overall
performance of the Directors and the Board as a whole.
Lead Independent Director
The Board has appointed Mr. Varun Batra, Chairperson of the Independent
Directors Meeting, as the Lead Independent Director. The role of the lead Independent
Director is to provide leadership to the Independent Directors, liaise on behalf of the
Independent Directors and ensure the Board's effectiveness to maintain high-quality
governance of the organization and the effective functioning of the Board.
Registration of Independent Directors in Independent Directors Databank
All the Independent Directors of your Company have been registered and
are members of Independent Directors Databank maintained by the Indian Institute of
Corporate Affairs (IICA).
Online Proficiency Self-Assessment Test
All Independent Directors of the Company have passed the Online
Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA).
Confirmation and Opinion of the Board on Independent Directors
All the Independent Directors of the Company have given their
respective declaration / disclosures under Section 149(7) of the Companies Act, 2013
("the Act") and Regulation 25(8) of the Listing Regulations and have confirmed
that they fulfill the independence criteria as specified under section 149(6) of the Act
and Regulation 16 of the Listing Regulations and have also confirmed that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. Further, the Board after taking
these declarations/disclosures on record and acknowledging the veracity of the same,
concluded that the Independent Directors are persons of integrity and possess the relevant
expertise and experience to qualify as Independent Directors of the Company and are
Independent of the Management.
The Board opines that all the Independent Directors of the Company
strictly adhere to corporate integrity, possesses requisite expertise, experience and
qualifications to discharge the assigned duties and responsibilities as mandated by the
Companies Act, 2013 and Listing Regulations diligently.
Board Diversity
The Company has over the years been fortunate to have eminent people
from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing
Regulations, the Nomination & Remuneration Committee of the Board has formalised a
policy on Board Diversity to ensure diversity of the Board in terms of experience,
knowledge, perspective, background, gender, age and culture. The Policy on diversity is
available on the Company's website and can be accessed on web link at https://www.rain-
industries.com/investors/#policies
Statement of particulars of appointment and remuneration of managerial
personnel
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Board's Report as
Annexure - 7.
Directors and Officers Insurance (‘D&O')
As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Officers Insurance (‘D&O') for
all its Directors and members of the Senior Management.
Code of Conduct
Board of Directors have adopted and oversee the administration of the
RAIN Group's Code of Business Conduct and Ethics (the ‘Code of Conduct'), which
applies to all Directors, Officers and Employees of Rain Industries Limited and its
subsidiaries (collectively, the ‘RAIN Group'). The Code of Conduct reflects the
Group's commitment to doing business with integrity and in full compliance with the law
and provides a general roadmap for all the Directors, Officers and Employees to follow as
they perform their day-to-day responsibilities with the highest ethical standards. The
Code of Conduct also ensures that all members of RAIN Group perform their duties in
compliance with applicable laws and in a manner that is respectful of each other and the
RAIN Group's relationships with its customers, suppliers and shareholders, as well as the
communities and regulatory bodies where the Group does business.
Deposits
The Company has not accepted any deposits from the public in terms of
Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest
on public deposits was outstanding as on the date of the balance sheet.
Statutory Auditors
The Company's Statutory Auditors, S. R. Batliboi & Associates LLP,
Chartered Accountants, (FRN: 101049W/ E300004), were appointed as the Statutory Auditors
of the Company for a period of 5 years at the 48th Annual General Meeting of the Company,
i.e., up to the conclusion of the 53rd Annual General Meeting of the Company.
Accordingly, S. R. Batliboi & Associates LLP, Chartered
Accountants, Statutory Auditors of the Company will continue till the conclusion of the
Annual General Meeting
to be held in 2028. In this regard, the Company has received a
confirmation from the Auditors to the effect that their continuation as Statutory
Auditors, would be in accordance with the provisions of Section 141 of the Companies Act,
2013.
Auditors Report
There are no qualifications, reservations or adverse remarks or
disclaimer made by S. R. Batliboi & Associates LLP, Chartered Accountants, (FRN:
101049W/E300004), Statutory Auditors in their report for the Financial Year ended December
31, 2024.
Secretarial Auditors
The Board of Directors of the Company based on the recommendation of
the Audit Committee, propose the appointment of M/s. DVM & Associates LLP, Practicing
Company Secretaries (Firm Regn. No.: L2017KR002100) (Peer review Certificate No. 890/2020)
as the Secretarial Auditors of the Company.
The Company has received a written consent, eligibility letter and
other necessary declarations and confirmations from M/s. DVM & Associates LLP, stating
that they satisfy the criteria provided under Section 204 of the Companies Act, 2013 read
with Regulation 24A of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015 and that the appointment, if made, shall be in
accordance with the applicable provisions of the Act and rules framed thereunder.
If approved by the Members, the appointment of M/s. DVM &
Associates LLP, Practicing Company Secretaries as the Secretarial Auditors will be for a
period of five consecutive years commencing from the conclusion of 50th Annual General
Meeting till the conclusion of the 55th Annual General Meeting.
Secretarial Auditors 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
Board of Directors have appointed DVM & Associates LLP, Practicing Company Secretaries
as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year
ended December 31, 2024.
The Secretarial Auditors Report issued by DVM & Associates LLP,
Practicing Company Secretaries in Form MR-3 is annexed to this Board's Report as Annexure
- 8.
The Secretarial Auditors Report does not contain any qualifications,
reservation or adverse remarks or disclaimer.
Secretarial Audit of Material Unlisted Indian Subsidiaries
The Material Unlisted Subsidiaries of your Company i.e., Rain Cements
Limited (RCL) and Rain CII Carbon (Vizag) Limited (RCCVL) undertakes Secretarial Audit
every year under Section 204 of the Companies Act, 2013. The Secretarial Audit of RCL and
RCCVL for the Financial Year ended December 31, 2024 was carried out pursuant to Section
204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of RCL issued by
Mr. M. B. Suneel, Practicing Company Secretary, Partner at P. S. Rao and Associates,
Practicing Company Secretaries and Secretarial Audit Report of RCCVL issued by Mr. DVM
Gopal, Partner at DVM & Associates LLP, Practicing Company Secretaries does not
contain any qualification, reservation or adverse remark or disclaimer.
The Secretarial Auditors Report of RCL and RCCVL in Form MR-3 are
annexed to this Board's Report as Annexure - 8A and Annexure - 8B.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year ended
December 31, 2024 for all applicable compliances as per the Securities and Exchange Board
of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial
Compliance Report issued by Mr. DVM Gopal, Practicing Company Secretary, has been
submitted to the Stock Exchanges within 60 days of the end of the Financial Year and same
is annexed to this Board's Report as Annexure - 8C.
Board's response on Auditor's qualification, reservation or
adverse remarks or disclaimer made.
There are no qualifications, reservations or adverse remarks made by
the statutory auditors in their report or by the Secretarial Auditor in the Secretarial
Audit Report and Secretarial Compliance Report for the year.
Internal Auditors
The Audit Committee and the Board of Directors of the Company have
appointed Mr. R. Balasubramanian, Chief Internal Auditor as Internal Auditor to conduct
Internal Audit of the Company for the Financial Year ended
December 31, 2024. The internal audit department will carry-out
extensive internal audits and special management reviews of the Company and all operating
subsidiary Companies in India, Europe and United States of America.
Appointment of Cost Auditor and maintenance of Cost Records specified
by the Central Government under Section 148 of the Companies Act, 2013
Under Section 148 of the Companies Act, 2013, the Central Government
has prescribed maintenance and audit of cost records vide the Companies (Cost Records and
Audit) Rules, 2014 to such class of Companies as mentioned in the Table appended to Rule 3
of the said Rules. The Products and Services of the Company are not covered in the Rule 3
of the Companies (Cost Records and Audit) Rules, 2014. Hence, during the year under
review, maintenance of cost records and cost audit provisions were not applicable to the
Company.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors
and Secretarial Auditor have not reported any instances of frauds committed in the Company
by its Directors or Officers or Employees to the Audit Committee under Section 143(12) of
the Companies Act, 2013, details of which needs to be mentioned in this Report.
Audit Committee
The Audit Committee consists of the following Members (all are
Independent Directors):
Mr. Varun Batra, Chairman, Mr. Brian Jude McNamara, Member, Ms. B.
Shanti Sree, Member and Mr. Robert Thomas Tonti, Member.
There has been no such incidence where the Board has not accepted the
recommendation of the Audit Committee during the year under review.
Four Audit Committee Meetings were held during the Financial Year ended
December 31, 2024. The maximum time gap between any two meetings was not more than one
hundred and twenty days.
The Audit Committee meetings were held on February 22, 2024, May 08,
2024, August 05, 2024 and November 05, 2024.
Attendance at the Audit Committee Meetings
| Name of the Director |
Designation - |
Number of Meetings |
|
|
Held |
Attended |
| Mr. Varun Batra |
Chairman |
4 |
4 |
| Mr. Brian Jude McNamara |
Member |
4 |
4 |
| Mr. Robert Thomas Tonti |
Member |
4 |
4 |
| Ms. B. Shanti Sree |
Member |
4 |
4 |
Corporate Governance (Annexure - 11)
The Company has a rich legacy of ethical governance practices and is
committed to implement sound corporate governance practices with a view to bring about
transparency in its operations and maximize shareholder value.
A Report on Corporate Governance along with a Certificate from the
Statutory Auditors of the Company regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report.
Compliance Management
The Company has built and adopted a compliance management tool as a
part of the SAP. The application provides a facility to update statutory compliances from
time to time by attaching the evidence of compliance.
The tool also provides systems-driven alerts to the respective
personnel of the Company for complying with the applicable laws and regulations as per the
due dates for compliance. The Head of Departments (HoDs) will provide a compliance
certificate on quarterly basis to the Management. The Managing Director, Chief Financial
Officer and Company Secretary of the Company will present a certificate certifying the
compliance of all the applicable laws, rules and regulations to the Board of Directors of
the Company in the Board Meetings held for reviewing of the quarterly financial
statements.
Vigil Mechanism (Whistle Blower Policy)
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules
prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is implemented through the Company's Whistle Blower Policy.
The Company has adopted a Whistle Blower Policy establishing a formal
vigil mechanism for the Directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of the Code of Conduct and Ethics. It
also provides 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 have been denied access
to the Audit Committee. The policy of vigil mechanism is available on the Company's
website i.e., https://www.rain-industries.com/assets/pdf/ril-whistle-
blower-policy-10-11-2015 20180725124703.pdf
The Whistle Blower Policy aims for conducting affairs in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behavior. All employees of the Company are covered under the Whistle
Blower Policy.
The Company conducts orientation programs to the new employees which
familiarizes the new employees with various policies of the Company including the Whistle
Blower Policy and Code of Conduct and Ethics. The Company also conducts awareness programs
to all the
employees on the availability of the vigil mechanism intimating them
the contact details of the Ombudsman and the protection and anonymity available to the
whistle blower.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013
and other applicable provisions of the Companies Act, 2013 and rules made thereunder,
unclaimed dividend amount of H 47,10,803 (Rupees Forty- Seven Lakhs Ten Thousand Eight
Hundred and Three Only) of the Company for the Financial Year ended December 31, 2017 has
been transferred to the Investor Education and Protection Fund (IEPF) established by the
Central Government pursuant to Section 125 of the Companies Act, 2013 on September 18,
2024.
During the year, 1,36,005 equity shares were transferred to IEPF.
The Company has transferred an amount of H 37,43,602 towards dividend
to IEPF on the shares which were already transferred to IEPF.
Information in respect of unclaimed dividend and due dates for transfer
to the IEPF are given below:
| Sl. No. For the Financial year ended |
Percentage of Dividend |
Amount of Unclaimed dividend Balance
(Amount in J) |
Date of Declaration |
Due date for transfer to IEPF |
| 1 December 31,2017 (Final dividend) |
50% |
26,55,878 |
May 11, 2018 |
June 11, 2025 |
| 2 December 31,2018 (Interim dividend) |
50% |
26,53,265 |
November 14, 2018 |
December 19, 2025 |
| 3 December 31,2019 (Interim dividend) |
50% |
26,14,229 |
November 13, 2019 |
December 18, 2026 |
| 4 December 31,2020 (Interim dividend) |
50% |
26,96,424 |
October 30, 2020 |
December 4, 2027 |
| 5 December 31,2021 (Interim dividend) |
50% |
25,35,670 |
October 30, 2021 |
December 3, 2028 |
| 6 December 31,2022 (Interim dividend) |
50% |
24,06,137 |
July 29, 2022 |
September 1,2029 |
| 7 December 31,2023 (Interim dividend) |
50% |
24,72,057 |
May 09, 2023 |
June 13, 2030 |
| 8 December 31,2024 (Interim dividend) |
50% |
32,20,975 |
August 06, 2024 |
September 06, 2031 |
As per the provisions of Section 124 of the Companies Act, 2013, shares
of the shareholders, who have not claimed dividends for a continuous period of 7 years,
shall be transferred to Investor Education and Protection Fund Authority account.
Unclaimed Equity shares held in the suspense account are maintained
with Stock Holding Corporation of India Limited, G6-G10, East Block, Swarna Jayanthi
Commercial Complex, Ameerpet, Hyderabad - 500002, Telangana State, India, vide Client ID:
IN301330 and DP ID: 40195702
In Compliance with SEBI Circulars SEBI/HO/MIRSD/
MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 and SEBI/HO/MIRSD/PoD-1/OW/P/2022/64923
dated December 30, 2022 the Company has opened "Rain Industries Limited Unclaimed
Securities Suspense Escrow Account" to transfer the unclaimed securities.
Insurance
All properties and insurable interests of the Company have been fully
insured.
Adequacy of Internal Financial Controls with reference to the Financial
Statements
The Corporate Governance Policies guide the conduct of affairs of the
Company and clearly delineates the roles, responsibilities and authorities at each level
of its governance structure and key functionaries involved in governance. The Code of
Conduct for Senior Management and Employees of the Company (the Code of Conduct) commits
Management to financial and accounting policies, systems and processes. The Corporate
Governance Policies and the Code of Conduct are widely communicated across the Company at
all times.
The financial statements of the Company have been prepared in
accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian
Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133
of the Companies Act, 2013, (the ‘Act') and other relevant provisions of the Act.
The Company maintains all its records in ERP (SAP) System and the
workflow and approvals are routed through the ERP (SAP).
The Company has an in-house team of Internal Auditors to examine the
internal controls and verify whether the workflow of the organization is in accordance
with the approved policies of the Company. In every Quarter, while approval of Financial
Statements, the Internal Auditors present to the Audit Committee, the Internal Audit
Report and Management Comments on the Internal Audit observations. The reports of internal
auditors of subsidiary companies are reviewed by the Board of Directors of respective
subsidiary companies and the minutes of the meetings and key observations of the internal
auditors' are reported to the Audit Committee of the Company on a quarterly basis.
The Board of Directors of the Company have adopted various policies
such as 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 Policy, Code of Internal
Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders,
Code of Practices and Procedures for Fair Disclosures, Policy on Prevention of Fraud and
Internal Financial Control 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 Company recognises Internal Financial Controls cannot provide
absolute assurance of achieving financial, operational and compliance reporting objectives
because of its inherent limitations. Also, projections of any evaluation of the Internal
Financial Controls to future periods are subject to the risk that the Internal Financial
Control may become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate. Accordingly, regular audits
and review of processes ensure that such systems are reinforced on an ongoing basis.
Names of Companies, which have become or ceased to be Company's
Subsidiaries, Joint Ventures or Associate Companies during the year
During the year under review, no Company has become or ceased to be
Company's Subsidiary, Joint Venture or Associate Company
Designate Person for furnishing or providing information to the
Registrar of Companies with respect to beneficial interest in shares of the company.
Pursuant to Rule 9 of the Companies (Management and Administration)
Rules, 2014 and other applicable provisions of the Companies Act, 2013, the Board of
Directors of the Company designated Company Secretary of the Company for furnishing or
providing information to the Registrar of Companies with respect to beneficial interest in
shares of the company.
Change in the nature of business
There has been 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 have been 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.
During the year under review, no application was made or any
proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
During the year under review, the Company has not done any one-time
settlement with Banks or Financial Institutions.
Material changes and commitments
There are no material changes and commitments affecting the financial
position of the Company which occurred during the Financial Year ended December 31, 2024
to which the Financial Statements relates and the date of signing of this report.
Financial Year of the Company
The Company has Wholly Owned Subsidiary Companies situated in India and
outside India. The Companies situated outside India follow the Financial Year from January
1 to December 31 and they contribute significant revenue to the consolidated revenue of
the Company and their statutory financials, tax filings are also made on this basis in the
respective jurisdictions where they are registered. A common Financial Year of the Company
and its Subsidiary Companies has synergies in closing of accounts, compilation and
disclosure of data, internal control assessment and audit thereof and preparation of
Consolidated Financial Statements, hence, the Company is following the Financial Year from
January 1 to December 31.
The Company Law Board vide its order dated October 16, 2015 permitted
the Company to follow the Financial Year from January 1 to December 31.
Business Responsibility and Sustainability Report
The ‘Business Responsibility and Sustainability Report' (BRSR) of
your Company for the year ended December 31, 2024 along with Independent Assurance
Statement issued by the DQS CFS GmbH forms part of this Annual Report as required under
Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Please refer page number 132 to 205 ).
Credit Rating
India Ratings and Research has issued Rain Industries Limited's
(Company) Credit Rating as Long-Term Issuer Rating at "IND A/ Stable".
Nomination and Remuneration Policy
In pursuance of the Company's policy to consider human resources as its
invaluable assets, to pay equitable remuneration to all Directors, Key Managerial
Personnel (KMP) and Employees of the Company, to harmonize the aspirations of human
resources consistent with the goals of the Company and in terms of the provisions
of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as
amended from time to time, the policy on Nomination and Remuneration of Directors,
Key Managerial Personnel and Senior Management has been formulated.
Nomination and Remuneration policy of the Company forms part of this
Annual Report and the policy is also available on the Company's website at: https://rain-
industries.com/investors/#policies as Annexure - 9.
Human Resources
The Company believes that the quality of its employees is the key to
its success and is committed to providing necessary human resource development and
training opportunities to equip employees with additional skills to enable them to adapt
to contemporary technological advancements.
Industrial relations during the year continued to be cordial and the
Company is committed to maintain good industrial relations through effective
communication, meetings and negotiation.
Prevention of 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.
The Company has not received any complaints during the year.
The Company regularly conducts awareness programs for its employees.
The following is a summary of sexual harassment complaints received and
disposed off during the year:
| S. No. Particulars |
Status of the No. of complaints received and disposed off |
| 1 Number of complaints on Sexual harassment received |
Nil |
| 2 Number of Complaints disposed off during the year |
Not Applicable |
| 3 Number of cases pending for more than ninety days |
Not Applicable |
| 4 Number of workshops or awareness programme against sexual
harassment carried out |
The Company regularly conducts necessary awareness programmes
for its employees |
| 5 Nature of action taken by the employer or district officer |
Not Applicable |
Constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has constituted an Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaints during the year.
Initiatives for Stakeholder and Customer relationship
The Company has an effective Investor Relations Program
("IR") through which the company continuously interacts with the investor
community across various channels (Individual Meetings, Participation in One-on-One
interactions and group meetings). The Company ensures that critical information about the
Company is available to all the investors by submitting all such information to the Stock
Exchanges and also uploading the information on the Company's website under the Investors
section.
The Company strives to adopt emerging best practices in IR and building
a relationship of mutual understanding with investors and analysts.
We place our customers at the center of everything we do, aiming to
provide relevant products effortlessly through the channels they choose. Development and
investment of robust customer relationship management structures can be very costly. Rain
has, therefore, taken great care in recognizing the processes and frameworks that require
attention to meet the targets of greater efficiency. It requires us to spend significant
management time but at the same time, leads to better business and a better brand.
Customer satisfaction is the most important measure of success in our
industry. All the effort we put in everyday gets translated into our high Customer
retention and repeat customer volume. We reach out to key influencers from our customers
to get their feedback about our products. In addition, we seek inputs on their future
roadmap and priorities. This helps us measure the health of our relationships with our
customers and what we can do to add value.
Integrated Annual Report
The Company started its integrated reporting journey in the current
financial year, aligning with its purpose of bringing joy to people's lives. This is the
first year
of publication of the Integrated Annual Report of the Company in line
with the <IR> framework published by the International Financial Reporting Standards
Foundation (IFRS).
The Integrated Annual Report comprises both financial and non-financial
information to illustrate how different ‘capitals' are deployed to enable the
creation of value, thereby enabling the members to make well-informed decisions and have a
better understanding of the Company's long-term perspective and value creation for all the
stakeholders.
The Integrated Annual Report, this year, is structured around
Environmental, Social and Governance ("ESG") commitments and how they are
integrated into the Company's business strategy. The Company's focus on creating
sustainable operations, supported by empowered people and world-class governance, helps to
build and grow the Company's business seamlessly.
The key initiatives taken by the Company, inter alia, with respect to
the stakeholder engagement, ESG, Health & Safety of employees/workers, and progress
against ESG commitments have been provided separately under various sections of this
Integrated Annual Report.
Environment, Health and Safety
The Company considers it is essential to protect the Earth and limited
natural resources as well as the health and wellbeing of every person.
The Company strives to achieve safety, health and environmental
excellence in all aspects of its business activities. Acting responsibly with a focus on
safety, health and the environment to be part of the Company's DNA.
In line with the ‘Go Green' philosophy, the Company is
continuously adopting new techniques to eliminate and minimize the environmental impact.
Various projects have been implemented by the Company to use alternate sources of energy
wherever possible.
The Company does not just talk about ‘Sustainability', it follows
in true letter and spirit; Sustainability is about how RAIN operates. RAIN strives to
promote Circular Economy and deliver Societal Value. RAIN's approach is to innovate,
collaborate and educate communities.
With an intensive focus on safety, we have achieved decline in our
total recordable injury rate (TRIR).
We firmly believe that we can progress only as fast as the successful
implementation and acceptance of our safety programmes and initiatives.
Our aim is to build a more mature and sustainable safety culture that
will allow us to increase our productivity and operational discipline and facilitate
highly competitive organic growth.
Our safety culture is centrally driven with a global Safety, Health and
Environment (SHE) organisation steering our company-wide programmes.
Occupational health is a key aspect of Rain's safety activities.
Currently, there are several health programmes initiated at each site and location,
including global health days with dedicated initiatives.
Process safety is an integral part of our mission to operate in the
safest manner possible by increasing the efficiency and reliability of our operations.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India.
Prevention of Insider Trading Code
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the
Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has
appointed Mr. S. Venkat Ramana Reddy, Company Secretary as Compliance Officer, who is
responsible for setting forth procedures and implementing of the code for trading in
Company's securities. During the year under review, there has been due compliance with the
said code.
The Board of Directors of the Company in compliance with Regulation 9A
(4) of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, review Compliance with the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015, at least once in a financial year and verify that the systems
for internal control are adequate and are operating effectively and make changes as and
when required to improve the efficiency of the controls in place.
The Company has formulated various written Policies and
taken various other steps from time to time to prevent
Insider Trading as per the SEBI (Prohibition of Insider
Trading) Regulations, 2015.
Given below are the various steps taken by the Company
for prevention of Insider Trading:
1. The Company has adopted the Policy on Code of Internal Procedures
and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders;
2. The Company has adopted the Policy on Code of Practices and
Procedures for Fair Disclosures;
3. The Company has adopted Whistle Blower Policy;
4. The Company is closing the Trading Window during the period of
declaration of Financial Results, declaration of dividend and also while undertaking
corporate actions;
5. Identification of employees who have access to Unpublished Price
Sensitive Information (UPSI) as designated persons;
6. Annual Disclosures are taken from designated employees to monitor
trading in shares of the Company;
7. Identifying all Unpublished Price Sensitive Information (UPSI) and
maintaining its confidentiality;
8. Restrictions on communication or procurement of Unpublished Price
Sensitive Information (UPSI);
9. Listing all employees and other persons with whom Unpublished Price
Sensitive Information (UPSI)
is shared;
10. Confidentiality of Information declarations are taken from
employees;
11. The Digital Data Base of designated persons is being maintained
containing the details of Name,
PAN, Phone numbers of designated persons and the persons with whom they
undertake material Financial transactions i.e., family members and other persons;
12. Digital Data Base of persons is maintained with whom Unpublished
Price Sensitive Information (UPSI) is shared with details of date and time at which such
information is shared; and
13. A Structured Digital Data Base software is maintained by the
Company internally for recording the communication of the UPSI and the data is recorded in
the software within 48 hours of the communication of the UPSI and an autogenerated mail
shall be sent to all the parties with whom the UPSI is shared.
Reconciliation of Share Capital Audit
As required by the SEBI Listing Regulations, quarterly audit of the
Company's share capital is being carried out by an independent Practicing Company
Secretary with a view to
reconcile the total share capital admitted with NSDL and CDSL and held
in physical form, with the issued and listed capital. The Practicing Company Secretary's
Certificate in regard to the same is submitted to BSE and the NSE and is also placed
before the Board of Directors.
Acknowledgements
We express our sincere appreciation and thank our valued Shareholders,
Customers, Bankers, Business Partners/ Associates, Financial Institutions, Insurance
Companies, Central and State Government Departments for their continued support and
encouragement to the Company. We are pleased to record our 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 |
|
|
Jagan Mohan Reddy Nellore |
N. Sujith Kumar Reddy |
| Place: Hyderabad |
Managing Director |
Director |
| Date: February 25, 2025 |
DIN: 00017633 |
DIN: 00022383 |
