Rain Industries Limited - 40th Annual Report - 2014

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40th Annual Report 2014

(Formerly Rain Commodities Limited)
Regd. Office: Rain Center, 34, Srinagar Colony,
Hyderabad - 500 073, Telangana, India.
RAIN INDUSTRIES LIMITED
40th Annual Report 2014 2

BOARD OF DIRECTORS
Mr. N. Radhakrishna Reddy Chairman
Mr. N. Jagan Mohan Reddy Managing Director
Mr. N. Sujith Kumar Reddy Director
Mr. Dipankar Basu Independent Director
Mr. S. L. Rao Independent Director
Mr. H. L. Zutshi Independent Director
Ms. Radhika Vijay Haribhakti Additional Director (Independent Director)
Mr. V. Narayanamurthy Nominee Director, IDBI Bank Limited
Mr. G. Krishna Prasad Independent Director
CHIEF FINANCIAL OFFICER

Mr. T. Srinivasa Rao
COMPANY SECRETARY REGISTERED OFFICE

Mr. S. Venkat Ramana Reddy "Rain Center",
34, Srinagar Colony,
Hyderabad-500 073,
STATUTORY AUDITORS Telangana State, India.
M/s. B S R & Associates LLP, Phone No.+ 91 (40) 40401234
Chartered Accountants, Fax No. + 91 (40) 40401214
Reliance Humsafar, IV Floor, Email: secretarial@rain-industries.com
Road No.11, Banjara Hills, Website: www.rain-industries.com
Hyderabad- 500 034. CIN: L26942TG1974PLC001693
Telangana State.
INTERNAL AUDITORS BANKS

M/s. Ernst & Young LLP, IDBI Bank Limited
The Oval Office, ICICI Bank Limited
18, iLabs Center, Madhapur, Citibank
Hyderabad - 500 081.
Telangana State.
SECRETARIAL AUDITORS
M/s. DVM Gopal & Associates,
Practising Company Secretaries
6-3-154-159, Flat No. 303,
3rd Floor, Royal Majestic,
Prem Nagar Colony,
Near Banjara Hills Care Hospital,
Khairtabad, Hyderabad - 500 004
Telangana State.
1 40th Annual Report 2014


CONTENTS
Sl. No. Page No.
1. Profile of the Rain Group .................................................................................. 4
2. Key Financial Indicators on a consolidated basis .............................................. 7
3. Notice ................................................................................................................12
4. Directors Report ..............................................................................................19
5. Management Discussion and Analysis .............................................................. 56
6. Report on Corporate Governance ....................................................................63
7. Auditors Report ................................................................................................88
8. Standalone Financial Statements ...................................................................... 92
9. Operational Performance of Subsidiary Companies/

Joint Ventures/Associate Companies .............................................................. 119
10. Auditors Report on Consolidated Financial Statements ...............................123
11. Consolidated Financial Statements .................................................................124
12. ECS Form .........................................................................................................161
13. Attendance Slip ...............................................................................................163
14. Proxy Form ......................................................................................................165

Rain Industries Limited (formerly Rain Commodities Limited) ("Rain Group")

is one of the world's leading producer of Carbon and Chemical Products
and is one of the leading producers of Cement in South India.
Business Vertical Description of Business
l Carbon Products comprise Calcined Petroleum Coke ("CPC"), Green Petroleum Coke
("GPC"), Coal Tar Pitch ("CTP"), Co-generated Energy and other derivatives of Coal
Tar distillation.
Carbon
Products l Activities across the World with operating facilities spread across Africa, Belgium,
Business Canada, Germany, India, Poland and United States of America. The Russian JV
facility is under construction and expected to commence operations from Second
half of CY 2015.
l Co-generation facilities located in United States of America and India.
l Chemicals include the downstream operations of Coal Tar distillation and comprise
Chemicals
Business Resins, Modifiers, Super Plasticizers and other specialty products.
l Activities across the World with facilities in Germany, Canada and the Netherlands.
l Production and Sale of Cement.
Cement l Activities predominantly in South India.

Business
l Entering new market regions viz. Maharashtra, Orissa and Kerala.
l Marketed under the brand name "Priya Cement".
l Rain Group has achieved a Compounded Annual Growth Rate ("CAGR") of 33% in Consolidated Revenues
during last five years.
l Rain Group has achieved a CAGR of 13% in Consolidated Operating Profits during last five years.
l Consolidated Book Value per share is increased by 125% from Rs. 39 per share to Rs. 88 per share during the last
five years.

Rain Group Operating Facilities

Business Vertical Facility Description
Visakhapatnam - Two rotary kilns to produce CPC
Andhra Pradesh, India Located in Visakhapatnam Port Area
Proximity to new Aluminum Smelter plants
Integrated with Co-generation facility
Lake Charles- Louisiana, USA Two rotary kilns to produce CPC
Dedicated deep-water terminal
Robinson - Illinois, USA Two rotary kilns to produce CPC
Located adjacent to Marathon oil refinery
Chalmette - Louisiana, USA One rotary kiln to produce CPC
Gramercy- Louisiana, USA One rotary kiln to produce CPC
Carbon Products Business
Norco - Louisiana, USA One rotary kiln to produce CPC

Located adjacent to Motiva oil refinery
Purvis - Mississippi, USA One rotary kiln to produce CPC
Focused on specialty applications
Direct rail or truck shipments to customers
Castrop - Rauxel, Germany Coal tar distillation (largest single line Coal Tar
distillation plant globally) with integrated downstream
production operations
Dedicated river port and access via sea, rail and road
Zelzate, Belgium (4)
Coal tar distillation with integrated downstream
production operations
Transport access via sea and road
Hamilton, Canada Serves as hub for North America and is the only coal
tar distillation facility in Canada
Transport access via sea, rail and road
Adabeya - Suez, Egypt Engaged in production of Slag Foaming Carbon
Materials and Recarbonizers
Kedzierzyn - Kozle, Poland Soft pitch production
Serves as hub for Eastern Europe
Cherepovets, Russia (under Joint venture with OAO Severstal in Russia
construction, expected to be Focused on pitch supply to the North Atlantic,
operational in H2 2015) Russia and the MiddleEast
Transport access via sea, rail and road

Rain Group Operating Facilities (Contd.)

Business Vertical Facility Description
Duisburg, Germany Downstream resins production
Chemicals Business
Dedicated river port

Uithoorn, The Netherlands Downstream resins production
New heat polymerization technology for tailor-made
products
Candiac, Canada Downstream Superplasticizer production
Hanau, Germany Downstream regional producer of impregnated wood
products
Nalgonda - Telangana State, One rotary kiln
(Markets the product under

the brand "Priya Cement")
Cement Business
India Pit Head Lime Stone Mines

Kurnool - Andhra Pradesh, India Two rotary kilns
Pit Head Lime Stone Mines
Bellary- Karnataka, India Fly Ash Handling and Cement Packing Facility
Strategically located at the Karnataka Power
Corporation Limited's ("KPCL") power plant
(1) Rain Group has executed Power Purchase agreement with Southern Power Distribution Company of Andhra
Pradesh ("APSPDCL") to set up 22MW Solar Power Plant in Dhramavaram, Anantapur District, Andhra Pradesh.
This project is expected to commence operation in Second half of 2015.
(2) Effective January 1, 2015, Rain Group closed the 20,000 Tons capacity Vertical Shaft Calcining Petroleum Coke
("CPC") plant in China due to new Environmental regulations applicable from January 2015 which would require
additional investment. In spite of shutting-down of CPC Plant in China, the Company continues to operate its
Representative Offices in China to assist its Carbon and Chemical businesses in procurement of raw-materials.
(3) Certain of Rain Groups facilities are strategically located and have direct or indirect access to overseas distribution
channels and to major logistic networks. Rain utilizes fully-leased specialty transportation assets including:
One icebreaker (deep sea) with 8,000 MT of capacity and secure year-round access to St. Lawrence, Canada
and the Baltic Sea;
Two barges with 2,000 MT of capacity each for in-land transportation in Europe; and
Approximately 350 rail cars, with Rain's own terminals and connection of European sites with regional
sourcing pools.
(4) The Brown field expansion of Phthalic Anhydride (PA) plant capacity of 14,000 per annum was successfully
completed on time. Commercial production started from October 6, 2014 and plant has achieved its rated
capacity and quality.

KEY FINANCIAL INDICATORS ON A CONSOLIDATED BASIS

Revenue (INR Millions)
117,443 119,370
56,395 53,615
37,857
CY 2010 CY 2011 CY 2012 CY 2013 CY 2014
Revenue by Geography CY 2014 Revenue by Geography CY 2013
United States (15%)

United States (15%)
18% 15% North America (Excl: 14% 15% North America (Excl:
US) (7%)
US) (10%)
Others (2%) 5%
7% Others (2%)
10%
6% 2%
Europe including CIS (44%) 10%
2% Europe including CIS (44%)
8%
Middle East (8%)
Middle East (10%)
44% Africa (6%) 44%
Africa (5%)
Asia (Excl: Middle
East) (18%) Asia (Excl: Middle
East) (14%)
Note: Others include South America, Australia and Rest of the World
Adjusted Operating Profit (INR Millions)

14,978
13,873
12,220
11,090
7,559
CY 2010 CY 2011 CY 2012 CY 2013 CY 2014
Adjusted Operating Profit is Profit before adjustment of Other Income, Foreign exchange (gain)/loss,
Depreciation & amortisation, Impairment loss, Interest and Taxation and Exceptional items.

Segment wise Revenue Mix CY 2014 Segment wise Revenue Mix CY 2013
Carbon Carbon
72% 72%
Chemical Chemical
21% 21%
Cement Cement
7% 7%
Segment wise Adjusted Operating profit Mix
CY 2014 CY 2013
Carbon Carbon
81% 80%
Chemical Chemical
15% 16%
Cement Cement
4% 4%
Notes:
(1) Revenue numbers for the previous years have been reclassified to correspond with the current year's classification
/ disclosure.
(2) Adjusted Operating Profit is Profit before adjustment of Other Income, Foreign exchange (gain)/loss, Depreciation
& amortization, Impairment loss, Interest and Taxation and Exceptional items.
(3) In view of the acquisition of RTGERS effective January 4, 2013, the figures for 2013 and 2014 are not
comparable with that of figures prior to 2013.

Adjusted Profit After Tax (INR Millions)
6,641
5,796
4,512
3,305
2,561
CY 2010 CY 2011 CY 2012 CY 2013 CY 2014
Adjusted Basic Earnings Per Share (EPS) (INR)

18.76
16.77
13.39
9.33
7.62
CY 2010 CY 2011 CY 2012 CY 2013 CY 2014
Notes:
(1) EPS of the previous years have been recomputed to give effect to the share split (in the ratio of 1:5) in CY 2011.
(2) Profit After Tax and EPS of CY 2010 adjusted for net exceptional expenditure of Rs. 1,249 million (net of tax
Rs. 898 Million).
(3) Profit After Tax and EPS of CY 2012 adjusted for one time expenditure of Rs. 1,789 million (net of tax Rs. 1,219
Million) incurred in-connection with the acquisition of RTGERS.
(4) Profit After Tax and EPS of CY 2013 is adjusted for costs incurred for acquisition of RTGERS of Rs. 142
million, impairment loss of Rs. 1,304 million offset by insurance claim receipts of Rs. 375 million and tax
impact on all these items of Rs. 404 million.
(5) Profit After Tax and EPS of CY 2014 is adjusted for incremental pension liability from actuarial losses of
Rs. 1,820 million, inventory write down due to fall in oil prices of Rs. 237 Million, Russian ruble currency
devaluation impact Rs. 338 Million, impairment loss of Rs. 95 Million, and tax impact on all these items of
Rs. 814 Million.

Net Worth (INR Millions)

32,233
29,458
25,517
21,209
13,933
Dec 2010 Dec 2011 Dec 2012 Dec 2013 Dec 2014
Book Value Per Share (INR) 95.83

87.58
74.68
60.69
39.34
Total Assets (US$ Millions)

2,363
2,140
1,963
1,279
1,166
Notes:
(1) Book Value Per share of the previous periods has been recomputed to give effect to the share split (in
the ratio of 1:5) in CY 2011.
(2) The Total Assets as of December 31, 2012 includes US$ 677 Million of proceeds from issue of Senior
Secured Notes. These proceeds are consigned to an Escrow Bank account and subsequently utilised for
completion of RTGERS acquisition.

Gross Debt (US$ Millions)

1,339
1,265 1,211
705 703
Net Debt (US$ Millions)

1,203
1,066
610
536
413
Net Debt to Net Worth 2.31X 2.29X
1.96X
1.35X
0.89X
Notes:
(1) As majority of the debt is in Dollar terms, we have converted the reported Indian Rupees into US Dollars
applying the RBI's reference rate at the end of the respective financial years.
(2) The Gross Debt as of December 31, 2012 includes US$ 677 Million of Senior Secured Notes issued in
relation to the acquisition of RTGERS. The proceeds of Senior Secured Notes were held in Escrow Bank
account (shown as part of Cash and Bank balances as at December 31, 2012) and subsequently utilised
for completion of RTGERS acquisition.

NOTICE
Notice is hereby given that the 40th Annual General Company to hold office from the conclusion of this
Meeting of the Members of Rain Industries Limited Annual General Meeting (AGM) till the conclusion
(formerly Rain Commodities Limited) will be held on of the 43rd Annual General Meeting of the Company
Thursday, the June 11, 2015 at 11:00 A M at KLN Prasad to be held in the year 2018 (subject to ratification of
Auditorium, The Federation of Telangana and Andhra their appointment at every AGM).
Pradesh Chambers of Commerce and Industry (FTAPCCI),
FURTHER RESOLVED THAT the Board of Directors
Red Hills, Hyderabad-500 004, Telangana State to transact
of the Company be and are hereby authorized to fix
the following business:
the Remuneration of the Auditors".
ORDINARY BUSINESS:
SPECIAL BUSINESS:
1. To receive, consider and adopt the Stand alone
7. To consider and if thought fit to pass with or without
Balance Sheet as at December 31, 2014, Statement
modification(s), the following resolution as an
of Profit and Loss for the Financial Year ended on
Ordinary Resolution:
December 31, 2014, Cash Flow Statement for the
Financial Year ended December 31, 2014 and reports "RESOLVED THAT pursuant to the provisions of
of Directors and Auditors thereon. Sections 149, 150, 152 and other applicable
provisions, if any, of the Companies Act, 2013 and
2. To receive, consider and adopt the Consolidated
the Rules framed thereunder, read with Schedule IV
Balance Sheet as at December 31, 2014, Statement
to the Act and Clause 49 of Listing Agreement, as
of Profit and Loss for the Financial Year ended on
amended from time to time, the consent of the
December 31, 2014, Cash Flow Statement for the
members of the Company be and is hereby accorded
Financial Year ended December 31, 2014 and Report
to appoint Ms. Radhika Vijay Haribhakti (DIN:
of Auditors thereon.
02409519), who was appointed as an Additional
3. To approve and ratify interim dividend. Director of the Company by the Board of Directors,
in terms of Section 161 of the Companies Act, 2013
4. To appoint a Director in place of Mr. N. Radhakrishna
and who has submitted a declaration that she meets
Reddy, who retires by rotation and being eligible
the criteria of independence under Section 149 of
offers himself for re-appointment.
the Companies Act, 2013 and who is eligible for
5. To appoint a Director in place of Mr. N. Sujith Kumar appointment and in respect of whom the Company
Reddy, who retires by rotation and being eligible has received a notice in writing under Section 160
offers himself for re-appointment. of the Companies Act, 2013 from a member
proposing her candidature for the office of Director,
6. Appointment of Auditors
be and is hereby appointed as an Independent
To consider and if thought fit to pass with or without Director (Woman Director) of the Company, for a
modification(s) the following resolution as an period of 3 years i.e., from 11th June, 2015 to 10th
Ordinary Resolution: June, 2018 and she shall not be liable to retire by
rotation."
"RESOLVED THAT pursuant to the provisions of
Section 139 and other applicable provisions, if any, By order of the Board
of the Companies Act, 2013 and the Rules framed for Rain Industries Limited
thereunder, as amended from time to time,
M/s. B S R & Associates LLP, Chartered Accountants S. Venkat Ramana Reddy
(ICAI Regn. No.116231W/W-100024), be and are Place : Hyderabad Company Secretary
hereby re-appointed as Statutory Auditors of the Date : February 27, 2015 M.No. A14143

NOTES:
1. A member entitled to attend and vote is entitled to appoint a proxy to attend and on a poll to vote instead of
himself and such proxy need not be a member. The instrument appointing a proxy should, however, be deposited
at the Registered Office of the Company not less than 48 hours before the meeting.
2. The Register of Members and Share Transfer Books of the Company will remain closed from June 4, 2015 to June
11, 2015 (both days inclusive).
3. Profile of Mr. N. Radhakrishna Reddy, Director getting re-appointed is given in the Report on Corporate Governance.
4. Profile of Mr. N. Sujith Kumar Reddy, Director getting re-appointed is given in the Report on Corporate Governance.
5. Pursuant to the provisions of Section 124 of the Companies Act, 2013, unclaimed dividend of Rs. 655.39 thousands
of Rain Calcining Limited (Amalgamated with the Company) for the financial year ended March 31, 2007, unclaimed
dividend of Rs. 2,298.79 thousands of the Company for the financial year ended March 31, 2007 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. The dividend for the financial year ended December 31, 2007 and
thereafter, which remain unclaimed for a period of 7 years will be transferred by the Company to the Investor
Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the
Companies Act, 2013.
6. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid
and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and
unclaimed amounts lying with the company as on May 8, 2014 (date of last Annual General Meeting) on the
website of the Company (www.rain-industries.com).
7. Information in respect of such unclaimed dividend when due for transfer to the Investor Education and Protection
Fund (IEPF) are given below:
Sl. Name of the For the Percentage Date of Due date for transfer to
No. Company Financial of Declaration the Investor Education
year ended Dividend and Protection Fund
1 Rain Industries Limited December 31, 2007 28% June 25, 2008 July 25, 2015
4 Rain Industries Limited December 31, 2010 46% May 12, 2011 June 11, 2018
5 Rain Industries Limited December 31, 2011 55% April 25, 2012 May 25, 2019
6 Rain Industries Limited December 31, 2012 55% April 27, 2013 May 27, 2020
7 Rain Industries Limited December 31, 2013 50% November 14, 2013 December 14, 2020
8 Rain Industries Limited December 31, 2014 50% November 6, 2014 December 7, 2021
(Interim dividend)
Name of the Company was changed from Rain Commodities Limited to Rain Industries Limited w.e.f. July 8, 2013.
The Shareholders who have not encashed the aforesaid dividend are requested to make their claim to the Secretarial
Department, Rain Industries Limited, Rain Center, 34, Srinagar Colony, Hyderabad - 500073, Telangana State,
India, e-mail: secretarial@rain-industries.com.
8. The Company do not have demat suspense account.
9. The Securities and Exchange Board of India ("SEBI") and the Ministry of Corporate Affairs have made it mandatory
for all the Listed Companies to offer Electronic Clearing Service ("ECS") facilities for payment of dividend, wherever

applicable. This facility offers various benefits like timely credit of dividend to the shareholders account, elimination
of loss of instruments in transit or fraudulent encashment, etc.
In view of the above:
(i) Shareholders holding shares in Physical Form and desirous of availing the facility are requested to complete
ECS form attached to this Annual Report and forward the same to the Company's Registrar and Share Transfer
Agent M/s. Karvy Computershare Private Limited, (Unit: Rain Industries Limited), Plot No.17 to 24, Vittal Rao
Nagar, Madhapur, Hyderabad - 500 081, Telangana State, India.
(ii) Shareholders holding shares in Dematerialized Form are requested to provide the Bank details to their
Depository Participants for incorporation in their records.
10. The Company's equity shares are Listed at (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,
Bandra (East), Mumbai - 400051 and the Company has paid the Annual Listing Fees to the said Stock Exchanges
for the year 2014 -15.
The Delhi Stock Exchange Limited has been derecognized by Securities and Exchange Board of India.
11. Members are requested to send all communication relating to shares (Physical and Electronic) to the Company's
Registrar and Share Transfer Agent at Karvy Computershare Private Limited (Unit: Rain Industries Limited), Plot
No.17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad - 500 081, Telangana State, India.
12. Voting through electronic means
In terms of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 (hereinafter called "the Rules" for the purpose of this section of the
Notice) and clause 35B of the listing agreement, the Company is providing facility to exercise votes on the items
of business given in the Notice through electronic voting system, to members holding shares as on 4th June, 2015
(End of Day) being the Cut-off date fixed for determining voting rights of members, entitled to participate in the
e-voting process, through the e-voting platform provided by M/s. Karvy Computershare Pvt. Ltd. (Karvy).
13. The instructions for voting are as under:
A. Procedure and instructions for e-voting
The procedure and instructions for E-voting are as follows:
1. Open your web browser during the voting period and navigate to 'https://evoting.karvy.com'.
2. Enter the login credentials (i.e., user-id & password) mentioned on the Postal Ballot Form.
Your folio/DP and Client ID will be your User-ID.
User - ID for Members holding shares in Demat Form:
For NSDL : 8 Character DP ID followed by 8 Digits Client ID.
For CDSL: 16 digits beneficiary ID.
For Members holding shares in Physical Form:
EVENT No. followed by Folio Number registered with the Company.
Password : Your Unique password is printed on the Postal Ballot Form / via email forwarded through
the electronic notice.
Enter the Verification code i.e., please enter the alphabets and numbers in the exact way as they are
displayed for security reasons.

3. Please contact our toll free No. [1800 3454 001] for any further clarifications.
4. Members can cast their vote online from 7th June, 2015 from 10.00 a.m. to 10th June, 2015 upto
5.00 p.m.
5. After entering these details appropriately, click on "LOGIN".
6. Members will now reach 'Password Change' menu wherein they are required to mandatorily change
their login password in the new password field. The new password has to be minimum eight characters
consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special
character. Kindly note that this password can be used by the Demat holders for voting for resolution of
any other company on which they are eligible to vote, provided that company opts for E-voting through
Karvy Computershare Private Limited E-voting platform. System will prompt you to change your password
and update any contact details like mobile no., email ID etc on 1st login. You may also enter the 'Secret
Question' and answer of your choice to retrieve your password in case you forget it. It is strongly
recommended not to share your password with any other person and take utmost care to keep your
password confidential.
7. You need to login again with the new credentials.
8. On successful login, system will prompt to select the 'Event' i.e. 'Rain Industries Limited'.
9. If you are holding shares in Demat form and had logged on to "https://evoting.karvy.com" and casted
your vote earlier for any company where the System Provider was Karvy Computershare Private Limited,
then your existing login id and password given earlier are to be used.
10. On the voting page, you will see Resolution description and against the same the option FOR/AGAINST/
ABSTAIN' for voting. Enter the number of shares (which represents number of votes) under 'FOR/AGAINST/
ABSTAIN' or alternatively you may partially enter any number in 'FOR' and partially in 'AGAINST', but
the total number in 'FOR/AGAINST' taken together should not exceed your total shareholding. If the
Member do not want to cast, select 'ABSTAIN' After selecting the resolution you have decided to vote
on, click on 'SUBMIT'. A confirmation box will be displayed. If you wish to confirm your vote, click on
'OK', else to change your vote, click on 'CANCEL' and accordingly modify your vote.
11. Once you 'CONFIRM' your vote on the Resolution, you will not be allowed to modify your vote.
12. Members are requested to carefully read the instructions printed on the Postal Ballot Forms before
exercising their vote on the resolution.
13. In case a person has become the Member of the Company after the dispatch of AGM Notice but on or
before the cut-off date i.e. 04th June, 2015 , may write to the Karvy on the email Id varghese1@karvy.com
or to Mr P. A. Varghese, Contact No. 040-33215424, at [Unit: Rain Industries Limited] Karvy
Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad - 500 032, requesting for the User ID and Password. After receipt of the
above credentials, please follow all the steps from Sr. No.(1) to (12) as mentioned in (A) above, to cast
the vote.
B. Process and manner for members opting for voting through Postal Ballot
1. A Member desirous of exercising his/her vote by Postal Ballot may complete the Postal Ballot Form (no
other form or photocopy thereof is permitted) and send it to the Scrutinizer, Mr. DVM Gopal, Company
Secretary in Practice, C/o M/s. Karvy Computershare Private Limited, Unit: Rain Industries Limited,
Plot No.17-24, Vittal Rao Nagar, Madhapur, Hyderabad - 500081, in the attached self-addressed Business
Reply Envelope so as to reach on or before 5.00 p.m. on 10th June, 2015.

2. The postage will be borne and paid by the Company. However, envelopes containing Postal Ballot
Form(s), if sent by courier or registered/speed post at the expense of the Member(s) will also be accepted.
3. The self-addressed Business Reply Envelope is addressed to the Scrutinizer appointed by the Company.
4. The Postal Ballot Form should be completed and signed by the Member (as per the specimen signature
registered with the Company /Depository Participants). In case of joint holding, the Postal Ballot Form
should be completed and signed by the first named Member and in his/her absence by the next named
Member. In case, if the Postal Ballot Form is signed through a delegate, a copy of power of attorney
attested by the Member should be annexed to the Ballot.
5. The consent must be accorded by recording the assent in the Column "FOR" and dissent in the Column
"AGAINST" by placing a tick (3) mark in the appropriate column.
6. There will be only one Postal Ballot Form for each Folio/Client ID irrespective of the number of joint
Member (s).
7. In case of shares held by companies, trusts, societies etc., the duly completed Postal Ballot Form should
be accompanied by a certified true copy of the Board Resolution/Authority Letter.
8. A Member can request for duplicate Postal Ballot Form. However, the duly completed duplicate Postal
Ballot Form should reach the Scrutinizer not later than the last date of receipt of Postal Ballot Form i.e.,
10th June, 2015.
9. Member(s) are requested not to send any other paper along with the Postal Ballot Form in the enclosed
self -addressed Business Reply Envelope, as all such envelopes will be sent to the Scrutinizer and any
extraneous paper found in such envelope would be destroyed by the Scrutinizer.
10. A Member need not use all the votes, nor needs to cast all the votes in the same way.
11. Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected.
12. Member(s) cannot appoint a proxy to exercise their voting powers through Postal Ballot.
13. Corporate/institutional Members (Corporate/Fls/foreign institutional investors/trust/mutual funds/banks,
etc.) are required to send scan (PDF format) of the relevant resolution of the Board of Directors to the
Scrutinizer through e-mail to dvmgopal@gmail.com with a copy mark to evoting@karvy.com. The file
scanned image of the Board Resolution should be in the naming format "Corporate Name _EVENT No."
14. The Scrutinizer will submit his report to the Chairman of the Company after completion of the scrutiny
and results of the Postal Ballot would be announced on 12th June, 2015 at 5.00 p.m. at the Registered
Office of the Company situated at Rain Center, 34, Srinagar Colony, Hyderabad- 500 073 and the
Resolution will be taken as passed effectively on the date of Annual General Meeting. The Scrutinizers
decision on the validity of the Postal Ballot shall be final. As indicated earlier, the results will be published
on the website of the Company, www.rain-industries.com besides being notified to BSE Limited and
National Stock of India Limited, where the Company's shares are listed. The results shall also be announced
through a newspaper announcement.
15. In case a person has become the Member of the Company after the dispatch of AGM Notice but on or
before the cut-off date i.e. 04th June, 2015 , may write to the Karvy on the email Id varghese1@karvy.com
or to Mr P. A. Varghese, Contact No. 040-33215424, at [Unit: Rain Industries Limited] Karvy
Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad - 500 032, requesting for the User ID and Password. After receipt of the
above credentials, please follow all the steps from Sr. No.(1) to (12) as mentioned in (A) above, to cast
the vote. In case the member would like to cast vote through Postal Ballot form, the same may be
mentioned in the mail/letter to enable us to send the Postal Ballot form.

C. General Instructions
(i) Members holding shares either in demat or physical mode who are in receipt of Notice in physical form,
may cast their votes using the Ballot Form enclosed to this Notice.
(ii) Members may alternatively opt for e-voting, for which the USER ID and initial password are provided at
the bottom of the Ballot Form. Please follow steps from Sl. No.(1) to (12) under heading A above to vote
through e-voting platform.
(iii) In the event, a member casts his votes through both the processes i.e. e-voting and Ballot Form, the
votes in the electronic system would be considered and the Ballot Form would be ignored.
(iv) The E-voting period commences from 10.00 a.m. on 7th June, 2015 and ends on 5.00 p.m. on 10th
June, 2015. During this period, the members of the Company, holding shares either in physical form or
in demat form, as on the cut-off date of 4th June, 2015 may cast their vote electronically. Once the vote
on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
(v) The Company has appointed Mr. DVM Gopal, Practising Company Secretary (Membership No. 6280
CP No.6798), having address as 6-3-154-159, Flat No. 303,3rd Floor, Royal Majestic, Prem Nagar
Colony, Near Banjara Hills Care Hospital, Khairtabad, Hyderabad - 500 004 as the Scrutiniser to the
voting process (e-voting, postal ballot and poll) in a fair and transparent manner.
(vi) The Scrutinizer shall, within a period not exceeding two (2) working days from the conclusion of the
e-voting period, unlock the votes in the presence of at least two (2) witnesses, not in the employment of
the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to
the Chairman of the Company.
(vii) In the event of a poll, please note that the members who have exercised their right to vote by electronic
means/through ballot form as above shall not be eligible to vote by way of poll at the meeting. The poll
process shall be conducted and report thereon will be prepared in accordance with section 109 of the
Companies Act, 2013 read with the relevant Rules. In such an event, votes cast under Poll taken together
with the votes cast through e-voting and using ballot form shall be counted for the purpose of passing of
resolution(s).
(viii)Subject to the receipt of sufficient votes, the resolution shall be deemed to be passed at the 40th Annual
General Meeting of the Company scheduled to be held on Thursday, 11th June, 2015. The results
declared along with the Scrutinizer 's Report shall be placed on the Company's website
www.rain-industries.com and on the website of Karvy - www.evoting.karvy.com, within two days of the
passing of the resolutions.
Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act")
Item No. 7
Ms. Radhika Vijay Haribhakti was appointed as an Additional Director of the Company w.e.f. November 6, 2014 by
the Board of Directors at its meeting held on November 6, 2014 under section 161 of the Companies Act, 2013. The
appointment is subject to the approval of the shareholders at the General Meeting to be held immediately after the
said appointment.
A notice along with the deposit of requisite amount under Section 160 of the Companies Act, 2013 has been received
from one of the member of the Company proposing candidature of Ms. Radhika Vijay Haribhakti, who has given a
declaration to the Board that she meets the criteria of independence as provided under Section 149 of the Act.
In the opinion of the Board, Ms. Radhika Vijay Haribhakti fulfills the conditions specified in the Act and the Rules
framed thereunder and Clause 49 of the Listing Agreement for appointment as an Independent Director and she is
independent of the management.

The Resolution set out at Item No.6 of the notice is put forth for consideration of the members as an ordinary resolution
pursuant to Section 149 read with Schedule IV of the Companies Act, 2013 for appointment of Ms. Radhika Vijay
Haribhakti as an Independent Director.
The terms and conditions of appointment of Ms. Radhika Vijay Haribhakti shall be open for inspection by the Members
at the Registered Office of the Company during normal business hours on any working day.
Brief Profile of Ms. Radhika Vijay Haribhakti
Ms. Radhika Vijay Haribhakti (57 years) has over 30 years of experience in Commercial and Investment Banking
with Bank of America, JM Morgan Stanley and DSP Merrill Lynch and now heads RH Financial, a boutique
Investment Banking Firm focused on M&A and Private Equity. She is also closely involved with issues of Women
Empowerment, Financial Inclusion and CSR.
In her long Banking career she has advised several large corporates and led their IPOs, FPOs, GDR and ADR
offerings.
She is a Graduate in Commerce from Gujarat University and Post Graduate in Management from Indian Institute
of Management (IIM), Ahmedabad.
She is an Independent Director on the Boards of EIH Associated Hotels Ltd, ICRA Limited, ICRA Techno Analytics
Limited, Navin Flourine International Ltd and Vistaar Financial Services Private Limited.
She is the member of Audit Committee and Nomination and Remuneration Committee of ICRA Techno Analytics
Limited and member of Audit Committee of ICRA Limited and Chairman of Nomination & Remuneration Committee
and Employee Stock Option Scheme Compensation Committee of ICRA Limited and Chairman of Asset Liability
Committee of Vistaar Financial Services Private Limited.
She is also a member of the Governing Council of Citigroup Micro Enterprise Award and is the Former Chair of
Friends of Women's World Banking (FWWB). She has served on various committees of Chambers of Commerce
including CII's National Committee on Women Empowerment and Bombay Chamber of Commerce's Task Force
on "Mumbai as Offshore Financial Centre".
Ms. Radhika Vijay Haribhakti does not hold any equity shares of the Company and she is not related to other
Director of the Company.
Except Ms. Radhijka Vijay Haribhakti, none of the Directors or Key Managerial Personnel or relatives of Directors
or Key Managerial Personnel of the Company are concerned or interested financially or otherwise in the above
Resolution.
By order of the Board

for Rain Industries Limited
S. Venkat Ramana Reddy

Place : Hyderabad Company Secretary
Date : February 27, 2015 M.No. A14143

DIRECTORS' REPORT
Dear Members,
Your Directors have pleasure in presenting the 40th Annual Report and the Audited Financial Statements for the
Financial Year ended December 31, 2014.
FINANCIAL RESULTS
A) STANDALONE:
The Standalone performance for the Financial Year ended December 31, 2014 is as under:
The financial summary

(Rs. in thousands)
PARTICULARS December 31, 2014 December 31, 2013
Total Revenue 689,172 1,291,667

Profit before finance cost, depreciation and tax expense 566,698 542,229
Finance cost 221,558 256,687
Profit before depreciation and tax expense 345,140 285,542
Depreciation 5,160 5,034
Profit before tax expense 339,980 280,508
Tax expense 94,184 127,533
Net Profit for the year 245,796 152,975
Profit brought forward from earlier year 1,014,549 1,205,317
Profit available for appropriation 1,260,345 1,358,292
Appropriations:
Dividend (Including Tax on Dividend) 336,346 333,031
Transfer to general reserve - -
Transfer to capital redemption reserve - 10,712
Surplus in Statement of Profit and Loss 923,999 1,014,549

B) CONSOLIDATED :
The Consolidated performance for the Financial Year ended December 31, 2014 is as under:
The financial summary
(Rs. in thousands)
PARTICULARS December 31, 2014 December 31, 2013
Total Revenue 120,143,369 118,009,670
Profit before finance cost, depreciation and amortization,
impairment loss, exceptional items and tax expense 12,918,098 15,040,536
Finance cost 6,198,722 5,933,911
Profit before depreciation and amortization, impairment loss,
exceptional items and tax expense 6,719,376 9,106,625
Depreciation and amortisation 3,469,794 3,568,226
Profit before impairment loss, exceptional items and tax expense 3,249,583 5,538,399
Impairment loss 95,230 1,303,560
Profit before exceptional items, tax expense, share of loss of
Associates and Minority Interest 3,154,353 4,234,839
Exceptional items 2,577,419 -
Profit before tax expense, share of loss of Associates and
Minority Interest 576,934 4,234,839
Tax expense/(Profit) (120,614) 367,236
Profit after tax and Before share of loss of Associates
and Minority Interest 697,548 3,867,603
Share of loss of associates 1,238 12,143
Minority interest (188,992) 10,205
Net profit for the year 885,302 3,845,255
Profit brought forward from earlier year 24,523,153 21,046,248
Profit available for appropriation 25,408,455 24,891,503
Appropriations:
Dividend (Including Tax on Dividend) 336,346 343,162
Transfer to general reserve - 14,476
Surplus in Statement of Consolidated Profit and Loss 25,072,109 24,523,153
State of the Company's Affairs
During the period under review, the Company has achieved revenue of Rs. 689,172 (in thousands) and net profit of
Rs. 245,796 (in thousands) on a standalone basis. During the same period, the Company has achieved revenue of
Rs. 120,143,369 (in thousands) and net profit of Rs. 885,302 (in thousands) on a consolidated basis.
OVERVIEW OF CARBON PRODUCTS BUSINESS
Rain Group is one of the leading producers of the Carbon products with Six operating facilities in North America,
Three operating facilities in Europe and One facility each in India, Canada, and Egypt. Rain Group has expertise to
co-generate Energy from waste heat recovered in the calcining process. With the installation of the new facility at Lake
Charles calcining facility in the United States, currently Rain Group is co-generating Energy from four of its Carbon

plants in the United States and one Carbon plant in India. As per the recent industry reports, approximately 77% of
In addition to the revenues generated from the sale of the world's CPC production and 79% of the world's CTP
energy to third-parties, these co-generation facilities also production is used in the production of Carbon Anodes
reduce overall energy costs and dependence on third party in the Aluminum Smelting Process.
suppliers for sourcing electricity.
Production of primary Aluminum is one of the most
Rain Group owns and operates dedicated deep-water important determinants of CPC and CTP demand. World
vessel loading terminals at three of the Calcined Petroleum production of primary Aluminum totaled approximately
Coke (CPC) facilities (Lake Charles, Chalmette and 53.8 million metric tons in 2014 and is expected to grow
Gramercy) and a barge dock at West Virginia CPC facility to approximately 62.6 million metric tons by 2017,
in the United States. Rain Group also operates two representing a compounded annual growth rate of 5.2%.
full-service petroleum coke laboratories. The growth in the demand for Aluminum is expected to
be driven by increasing use of lightweight materials in
The Group has recorded net revenue of many key industries such as Automobiles, Aerospace,
Rs. 83,972.4 Million from the Carbon Products business Construction, packing and consumer electronics. This
during the financial year ended December 31, 2014 as demand growth is expected to be met through the addition
compared to net revenue of Rs. 82,707.3 Million during of new Aluminum smelters, largely in Asia and the Middle
the year ended December 31, 2013. East.
The Company is in the process of setting up its fourth From a medium to long term perspective, the performance
Coal Tar Distillation plant with a capacity of 300,000 tons of Rain Group, being one of the leading carbon producers
per annum in Russia as a Joint Venture with Severstal, with operating facilities across Globe is expected to be
one of the leading steel producers in Russia. The project stable with the continued demand from the growing
is progressing well and the detailed engineering has been Aluminum industry and the long term relationship with
finalized, all key equipment reached the construction site Aluminum Smelters, Crude Oil Refineries and Steel
and construction is in progress. The operations are Producers.
expected to commence in second half of 2015.
OVERVIEW OF CHEMICAL BUSINESS
The Brownfield expansion of Phthalic Anhydride ("PA")
The Chemicals products of Rain Group are derived from
Project of RTGERS Belgium N.V. in Zelzate, Belgium
the downstream refining of primary coal tar distillates into
was successfully completed on time and within budget. chemical products such as aromatic chemicals,
The PA Project has started commercial production from superplasticizers, resins and modifiers. These chemical
October 6, 2014 and the plant has achieved its rated products are used in a broad variety of end-markets
capacity and quality. including paints, coatings, construction, plastics, paper,
OUTLOOK FOR CARBON PRODUCTS BUSINESS tires, rail ties, insulation and foam.
Calcined Petroleum Coke ("CPC") is produced from Green The Coal Tar distillation business of Rain can be grouped
Petroleum Coke ("GPC"), a by-product of Crude Oil into two categories, the primary coal tar distillation
business ("primary distillation") and the follow-on
Refining process, through a process known as "Calcining"
processing of selected co-products of primary distillation
that removes moisture and volatile matter from GPC at
into chemicals ("downstream"). Therefore, the supply of
high temperature. Similarly the key raw material for Coal
Chemicals mostly depends on CTP production. Primarily
Tar Pitch ("CTP") is Coal Tar, a liquid by product produced
the Chemicals business can be categorized into four sub
in the coking process of converting coal into Metallurgical
product categories:
Coke.
Superplasticizers: Superplasticizer business comprises
Together, CPC and CTP comprise the critical component polymer-based products that are used especially as
of Carbon Anodes used in the Aluminum smelting process. additives for concrete, gypsum and for other applications.
CPC and CTP are considered as essential materials for
the Aluminum industry, as there are no known Resins & Modifiers: Resins business delivers specialty
economically viable substitutes for these products. resins under the brand name NOVARES to niche markets

with applications in the adhesives, coatings, rubber and OVERVIEW OF CEMENT BUSINESS
printing ink industries as well as modifiers for high-
Rain Industries Limited, through one of its wholly owned
performance coating systems, alternative environmental
friendly substitutes for coatings applications and paper subsidiaries, is engaged in the business of production and
production applications. sale of Cement.
Aromatic Chemicals: Aromatic Chemicals comprises Rain Group is operating one Cement plant in the state of
aromatic hydrocarbons including anthracene, carbazole Andhra Pradesh and one Cement plant in the state of
and other specialty chemicals that are used in a wide Telangana and one Fly Ash Handling and Cement Packing
range of industries, such as paper, pharmaceutical, facility in the state of Karnataka.
pigments and fragrance industries. They are even used in Rain Group through its vast chain of dealer network sells
applications for growing high-tech industries including Cement, under the brand name "Priya Cement", in the
magnet wire for electrical motors. states of Andhra Pradesh, Telangana, Tamil Nadu,
Chemical Trading: ChemTrade business comprises the Karnataka, Maharashtra, Odisha and Kerala.
trading of crude benzene between coke operators and
The Group has recorded net revenue of Rs.8,734.8 Million
crude benzene processors as well as the trading of diverse
from Cement Business during the Financial Year ended
chemical raw materials and products.
December 31, 2014 compared to net revenue of
The Group has recorded net revenue of Rs.24,629.1 Rs. 8,395.6 Million during the year ended December 31,
Million from the Chemical Business during the financial 2013.
year ended December 31, 2014 as compared to net
OUTLOOK FOR CEMENT INDUSTRY
revenue of Rs. 23,935.7 Million during the year ended
December 31, 2013. The Indian Cement industry has witnessed massive
capacity addition of over 125 million tons during last five
OUTLOOK FOR CHEMICAL BUSINESS
years with the growth in capacity addition is
With improving economic prospects, in particular through disproportionately high in South India. During the same
the development of the manufacturing sector, global period, South Indian Cement Capacity has increased by
annual growth in Chemicals is projected to be 3.6% in approximately 55 million tons. This has resulted in
2015 and 3.9% in 2016. The strongest effects will be significant pressure on capacity utilization. While the
originated by the developing nations of Asia, Africa and capacity utilizations on Pan India basis is still around 73%
the Middle East. for FY 2014 the capacity utilization in South India is only
Due to competitive advantages from shale gas, which led about 55% for FY 2014.
to increasing supply of cheap shale derived raw materials, With a stable new government at the centre and in the
like natural gas, North America is also expected to states of Telangana and Andhra Pradesh, we expect the
generate strong growth. According to U.S.'s chemical core thrust to be on infrastructure-driven growth. Based
industry association ACC (American Chemistry Council), on the recent reports which suggests that cement demand
chemical output in the U.S. is expected to grow by 3.7% in India is expected to reach 550-600 MT by 2025, against
in 2015 and by 3.9% in 2016. a current capacity of 360 MT (second largest after China).
As in Europe reliable access to low-cost feedstock from Listing of Equity Shares
shale gas is not available, growth is estimated to be more
moderate. According to Europe's leading chemical The Company's Equity shares are listed at the following
industry association CEFIC, chemical production in Europe Stock Exchanges:
is expected to grow by only 1% in 2015.
(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal
For Germany an estimated 1.5% growth for 2015 is Street, Mumbai-400 001; and
expected, compared to a decrease of 0.5% in 2014.
(ii) National Stock Exchange of India Limited,
In general the global Chemical industry expects an Exchange Plaza, Floor 5, Plot No. C/1, G Block,
improvement for the years to come through strengthening Bandra-Kurla Complex, Bandra (East),
production volumes and global capacity utilization. Mumbai - 400051.

The Company has paid the Annual Listing Fees to the ii) that the Directors have selected such accounting
said Stock Exchanges for the financial year 2014-15. policies and applied them consistently and made
judgments and estimates that are reasonable and
Performance and financial position of each of the
prudent so as to give a true and fair view of the state
subsidiaries, associates and joint venture
of affairs of the Company as at December 31, 2014
Report on the performance and financial position of each and of Profit and Loss Account of the Company for
of the subsidiaries, associates and joint venture companies that period;
of the Company is prepared and same is enclosed as
iii) that the Directors have taken proper and sufficient
Annexure -1 to this Report.
care for the maintenance of adequate accounting
Subsidiary Companies records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for
As per the provisions of Section 129 of the Companies preventing and detecting fraud and other
Act, 2013 read with Companies (Accounts) Rules, 2014, irregularities;
a separate statement containing the salient features of the
financial statements of the subsidiary Companies/ iv) that the Directors have prepared the Annual Accounts
Associate Companies/Joint Ventures is prepared in Form for the Financial Year ended December 31, 2014 on
AOC-1 and same is enclosed to this Report. a going concern basis;
Consolidated Financial Statements v) that the Directors have laid down internal financial
controls to be followed by the company and that
Consolidated financial statements have been prepared such internal financial controls are adequate and
by the Company's Management in accordance with the were operating effectively; and
requirements of Accounting Standards 21 issued by
Institute of Chartered Accountants of India (ICAI) and as vi) that the Directors have devised proper systems to
per the provisions of Companies Act, 2013. ensure compliance with the provisions of all
applicable laws and that such systems were adequate
As per the provisions of Section 136 of the Companies and operating effectively.
Act, 2013, the Company has placed separate
audited accounts of its subsidiaries on its website Statement on Declaration given by Independent
www.rain-industries.com and copy of separate audited Directors under Sub-Section (6) of Section 149
financial statements of its subsidiaries will be provided The independent directors have submitted the declaration
to the shareholders at their request. of independence, as required pursuant to section 149(7)
Number of Meetings of the Board of Directors of the Companies Act, 2013 stating that they meet the
criteria of independence as provided in sub-section(6).
During the year ended December 31, 2014, five Board
Meetings were held. Nomination and Remuneration Committee
The dates on which the Board meetings were held are The Nomination and Remuneration Committee consists of
February 26, 2014, March 28, 2014, May 8, 2014, August the following Directors namely Mr. H. L. Zutshi, Chairman,
14, 2014 and November 6, 2014. Mr. S. L. Rao, Mr. Dipankar Basu, Mr. V. Narayanamurthy,
Mr. G. Krishna Prasad and Ms. Radhika Vijay Haribhakti.
Directors Responsibility Statement as required under
Section 134 of the Companies Act, 2013 Brief description of terms of reference:
Pursuant to the requirement under Section 134 of the identifying persons who are qualified to become
Companies Act, 2013, with respect to the Directors' directors and who may be appointed in senior
Responsibility Statement, the Board of Directors of the management in accordance with the criteria laid
down and recommend to the Board for their
Company hereby confirms:
appointment and removal;
i) that in the preparation of the Annual Accounts, the
carry on the evaluation of every director's
applicable accounting standards have been followed;
performance;

formulation of the criteria for determining Particulars of Contracts or Arrangements with Related
qualifications, positive attributes and Parties Referred to in Sub-Section (1) of Section 188
independence of a director;
The particulars of contracts or arrangements with related
recommend to the Board a policy relating to the parties referred to in sub-section (1) of Section 188 is
remuneration of the directors, key managerial prepared in Form No. AOC-2 pursuant to clause (h) of
personnel and other employees; sub-section (3) of Section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014 and the same is
formulation of criteria for evaluation of
enclosed as Annexure - 3 to this Report.
Independent Directors and the Board;
Transfer of Amount to Reserves
devising a policy on Board diversity; and
The Company does not proposes to transfer any amount
any other matter as the Board may decide from
to the general reserve for the Financial Year ended
time to time.
31st December, 2014.
Nomination and Remuneration policy
Dividend
The objectives of the Policy
The Board of Directors of the Company at its meeting
1. To lay down criteria and terms and conditions with held on November 6, 2014 have declared interim
regard to identifying persons who are qualified to dividend @ 50% on the paid up Equity share capital of
become Directors (Executive and Non-Executive) the Company i.e., Rs.1.00 per Equity share on face value
and persons who may be appointed in Senior of Rs.2 each.
Management and Key Managerial positions and
The Board of Directors of the Company now recommend
to determine their remuneration.
that the Interim Dividend be the Final Dividend for the
2. To determine remuneration based on the financial year ended December 31, 2014.
Company's size and financial position and trends
Extracts of Annual Return
and practices on remuneration prevailing in peer
companies. The Extracts of Annual Return is prepared in
Form MGT-9 as per the provisions of the Companies Act,
3. To carry out evaluation of the performance of
2013 and Rule 12 of Companies (Management and
Directors.
Administration) Rules, 2014 and the same is enclosed as
4. To provide them reward linked directly to their Annexure - 4 to this Report.
effort, performance, dedication and achievement
The conservation of energy, technology absorption,
relating to the Company's operations.
foreign exchange earnings and outgo pursuant to
5. To retain, motivate and promote talent and to provisions of Section 134(3)(m) of the Companies Act,
ensure long term sustainability of talented 2013 (Act) read with the Companies (Accounts) Rules,
managerial persons and create competitive 2014
advantage.
Information with respect to conservation of energy,
Particulars of Loans, Guarantees or Investments under technology absorption, foreign exchange earnings and
Section 186 outgo pursuant to Section 134(3)(m) of the Act read with
Companies (Accounts) Rules, 2014 is prepared and the
The details of Loans, Guarantees, Investments given during same is enclosed as Annexure - 5 to this Report.
the Financial Year ended on December 31, 2014 is given
in Annexure-2 in compliance with the provisions of Risk Management Committee
Section 186 of the Companies Act, 2013 read with
Risk Management Committee consists of the following
Companies (Meetings of Board and its Powers) Rules,
persons namely Mr. N. Jagan Mohan Reddy, Managing
2014.
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 iii. The administration of meeting;
Mr. S. Venkat Ramana Reddy acts as Secretary to the
Committee. iv. The number of committees and their roles;
The Committee had formulated a Risk Management Policy v. The flow of information to board members and
for dealing with different kinds of risks which it faces in between board members;
day to day operations of the Company. Risk Management vi. The quality and quantity of information; and
Policy of the Company outlines different kinds of risks
and risk mitigating measures to be adopted by the Board. vii. The Disclosure of Information to the
The Company has adequate internal control systems and stakeholders.
procedures to combat the risk. The Risk management
procedure will be reviewed by the Audit Committee and B) Criteria for evaluation of the Individual Directors
Board of Directors on a Quarterly basis at the time of i. Ability to contribute and monitor corporate
review of Quarterly Financial Results of the Company. governance practices;
Corporate Social Responsibility Committee ii. Ability to contribute by introducing best
Corporate Social Responsibility is commitment of the practices to address top management issues;
Company to improve the quality of life of the workforce iii. Participation in long term strategic planning;
and their families and also the community and society at
large. The Company believes in undertaking business in iv. Commitment to the fulfillment of director
such a way that it leads to overall development of all obligations and fiduciary responsibilities;
stakeholders and Society. v. Guiding strategy;
The Board of Directors of the Company have constituted vi. Monitoring management performance and
Corporate Social Responsibility Committee consisting of
development;
following persons namely Mr. N. Jagan Mohan Reddy,
Chairman, Mr. N. Sujith Kumar Reddy, Member and vii. Statutory compliance & Corporate governance;
Mr. G. Krishna Prasad, Member (Independent Director)
viii. Attendance and contribution at Board /
and adopted policy for Corporate Social Responsibility.
Committee meetings;
Corporate Social Responsibility policy was adopted by
ix. Time spent by each of the member; and
the Board of Directors on the recommendation of
Corporate Social Responsibility Committee. x. Core competencies.
Report on Corporate Social Responsibility as Per Rule 8 Directors
of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is prepared and the same is enclosed as Mr. N. Radhakrishna Reddy and Mr. N. Sujith Kumar
Annexure - 6 to this Report. Reddy, Directors of the Company retires by rotation and
being eligible offer themselves for re-appointment.
Mechanism for Evaluation of Board
Details of Directors or Key Managerial Personnel Who
Evaluation of all Board members is done on an annual
Were Appointed or have resigned during the Year
basis. The evaluation is done by the Board, Nomination
and Remuneration Committee and Independent Directors The shareholders of the Company have re-appointed
with specific focus on the performance and effective Mr. Dipankar Basu, Mr. S.L. Rao, Mr. H.L. Zutshi and
functioning of the Board and Individual Directors. Mr. G. Krishna Prasad as Independent Directors of the
A) Criteria for evaluation of Board of Directors as a Company for a period of 2 years with effect from
whole September 30, 2014 to September 29, 2016.
i. The frequency of meetings; To broad base the Board the Board of Directors have
appointed Ms. Radhika Vijay Haribhakti as an Additional
ii. The length of meetings; Director (Independent Woman Director) on the Board.

Mr. T. Srinivasa Rao, has been designated as Chief Bank Limited, all the members of the Audit Committee
Financial Officer of the Company pursuant to provisions are Independent Directors.
of Section 203 of the Companies Act, 2013.
There is no such incidence where Board has not accepted
Deposits the recommendation of the Audit Committee during the
year under review.
The Company has not accepted any deposits from the
public in terms of Section 73 of the Companies Act, 2013. Corporate Governance
Statutory Auditors A separate report on Corporate Governance and

Management Discussion and Analysis is annexed as part
The Shareholders of the Company at the Annual General of the Annual Report along with the Auditor's Certificate
Meeting held on May 8, 2014 have appointed on its compliance.
M/s. B S R & Associates LLP, Chartered Accountants as
Statutory Auditors of the Company. Vigil Mechanism
The term of M/s. B S R & Associates LLP, Chartered The Board of Directors have adopted Whistle Blower
Accountants, Statutory Auditors will expire on the date Policy. The Whistle Blower Policy aims for conducting
of 40th Annual General Meeting to be held on June 11, the affairs in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity
2015.
and ethical behavior. All permanent employees of the
It is proposed to re-appoint them as Statutory Auditors of Company are covered under the Whistle Blower Policy.
the Company for a period of 3 consecutive years. The
A mechanism has been established for employees to report
members are requested to consider their re-appointment
concerns about unethical behavior, actual or suspected
and authorize the Board of Directors to fix their
fraud or violation of Code of Conduct and Ethics. It also
remuneration.
provides for adequate safeguards against the victimization
M/s. B S R & Associates LLP, Chartered Accountants (ICAI of employees who avail of the mechanism and allows
Regn. No.116231W/W-100024) have confirmed that their direct access to the Chairperson of the audit committee
appointment, if made, shall be in accordance with the in exceptional cases.
provisions of Section 139 of the Companies Act, 2013.
Secretarial Auditor Report
Auditors Report
As per the provisions of Section 204 of the Companies
M/s. B S R & Associates LLP, Chartered Accountants (ICAI Act, 2013, the Board of Directors have appointed
Regn. No.116231W/W-100024) have issued Auditors Mr. DVM Gopal, Practising Company Secretary
Report for the Financial Year ended 31st December, 2014 (C.P.No: 6798) as Secretarial Auditor to conduct
and there are no qualifications in Auditors' Report. Secretarial audit of the company for the Financial year
ended on December 31, 2014.
Internal Auditors
Secretarial Audit Report issued by Mr. DVM Gopal,
The Board of Directors of the Company have appointed Practising Company Secretary in form MR-3 is enclosed
M/s. Ernst & Young LLP to conduct Internal Audit of the as Annexure - 7 to this Annual Report.
Company for the Financial Year ended 31st December,
2014. There are no qualifications in Secretarial Audit Report.
Audit Committee Statement of particulars of appointment and

remuneration of managerial personnel
Audit Committee consists of the following Directors
The Statement of particulars of Appointment and
namely Mr. S. L. Rao, Chairman, Mr. Dipankar Basu,
Remuneration of Managerial personnel as per Rule 5 of
Mr. H. L. Zutshi, Mr. G. Krishna Prasad, Ms. Radhika Vijay
Companies (Appointment and Remuneration of
Haribhakti and Mr. V. Narayanamurthy.
Managerial Personnel) Rules, 2014 is enclosed as
Except Mr. V. Narayanamurthy, Nominee Director, IDBI Annexure - 8 to this Annual Report.

Insurance The details of significant and material orders passed by

the regulators or courts or tribunals impacting the going
All properties and insurable interests of the Company
concern status and company's operations in future
including building, plant and machinery and stocks have
been fully insured. No Significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status
Details in respect of adequacy of internal financial
and company's operations in future.
controls with reference to the Financial Statements
Material changes and commitments
1. The Company maintains all its records in SAP System
and the work flow and approvals are routed through There are no Material changes and commitments in the
SAP; business operations of the Company from the Financial
year ended 31st December, 2014 to the date of signing of
2. The Company has appointed Internal Auditors to
the Director's Report.
observe the Internal Controls, whether the work flow
of organization is being done through the approved Policy on Sexual Harassment
policies of the Company. In every Quarter during
The Company has adopted policy on Prevention of Sexual
the approval of Financial Statements, Internal
Harassment of Women at Workplace in accordance with
Auditors will present the Internal Audit Report and
The Sexual Harassment of Women at Workplace
Management Comments on the Internal Audit
(Prevention, Prohibition and Redressal) Act, 2013.
observations; and
During the financial year ended 31st December, 2014,
3. The Board of Directors of the Company have adopted
the Company has not received any Complaints pertaining
various policies like Related Party Transactions Policy,
to Sexual Harassment.
Fixed Assets Policy, Whistle Blower Policy, Policy to
determine Material Subsidiaries and such other Acknowledgement
procedures for ensuring the orderly and efficient
conduct of its business for safeguarding of its assets, The Directors take this opportunity to place on record
the prevention and detection of frauds and errors, their sincere thanks to the Banks and Financial Institutions,
the accuracy and completeness of the accounting Insurance Companies, Central and State Government
records, and the timely preparation of reliable Departments and the shareholders for their support and
financial information. co-operation extended to the Company from time to time.
Directors are pleased to record their appreciation of the
The names of companies which have become or ceased sincere and dedicated services of the employees and
to be Company's Subsidiaries, joint ventures or associate workmen at all levels.
companies during the year
On behalf of the Board of Directors
During the Financial Year, M/s. Ruetgers Resins GmbH for Rain Industries Limited
(A Step-down wholly owned Subsidiary Company) is
merged with M/s. "Ruetgers Novares GmbH (A Step-Down
Wholly owned Subsidiary Company) and M/s. RTGERS
(Shangai) Trading Co. Ltd has become Company's N. Jagan Mohan Reddy N. Sujith Kumar Reddy
Subsidiary. Managing Director Director
DIN: 00017633 DIN: 00022383
Change in the nature of business
Place: Hyderabad
There is no change in the nature of business of the Date : February 27, 2015
Company.

Annexure-1
Performance and financial position of each of the subsidiaries, associates and joint venture
(Pursuant to Rule 8 of Companies (Accounts) Rules, 2014)
Part- A- Subsidiaries Rs. in thousands
Sl. Name of the Subsidiary Reporting period Share Reserves Total Total Investments Turnover Profit/(Loss) Tax Profit/(Loss) Proposed
No. Company for the subsidiary Capital & Surplus Assets Liabilities (Refer Note before Expense/ after Dividend
concerned, if 4 below) Taxation (Benefit) Taxation
different from the
holding companys
reporting period

1 Rain Cements Limited 31.12.2014 298,050 6,760,178 10,697,677 10,697,677 211,484 8,765,127 41,571 (15,436) 57,007 -
2 Rain Commodities (USA) Inc. 31.12.2014 7,101,610 4,169,159 15,328,107 15,328,107 - - 1,049,568 (66,625) 1,116,193 363,540
3 Rain Coke Limited 31.12.2014 600 (232) 388 388 - - (22) - (22) -
4 Moonglow Company Business Inc. 31.12.2014 3,902,180 2,291,548 6,193,766 6,193,766 - - (12) - (12) -
5 Renuka Cement Limited 31.12.2014 5,007 (5,587) 176 176 - - (885) - (885) -
6 "Rain Carbon Inc.
(Formerly Rain Carbon USA, LLC) 31.12.2014 11,482,198 3,490,556 14,998,004 14,998,004 - - 1,242,994 - 1,242,994 1,260,090
7 "Rain Global Holdings, LLC

(Formerly Carbon Holdings USA, LLC) 31.12.2014 11,482,202 3,515,714 14,997,932 14,997,932 - - 1,260,046 - 1,260,046 1,260,090
8 "Rain Carbon Holdings, LLC
(Formerly CPC Holdings USA, LLC) 31.12.2014 11,482,133 3,515,051 15,532,392 15,532,392 - 522,670 1,262,071 - 1,262,071 1,260,090
28
9 Rain Global Services LLC 31.12.2014 248 88,168 1,211,732 1,211,732 - 4,794,811 30,238 - 30,238 -
10 RGS Egypt Limited Company L.L.C 31.12.2014 54,780 409,880 890,317 890,317 - 2,096,689 107,572 - 107,572 -
11 Rain CII Carbon (Vizag) Limited 31.12.2014 81,800 5,083,386 7,544,793 7,544,793 - 11,538,917 1,563,233 366,781 1,196,452 -
12 Rain CII Carbon LLC 31.12.2014 10,293,752 13,481,322 98,383,586 98,383,586 - 23,563,438 (1,395,923) (507,646) (888,277) 1,260,090
13 CII Carbon Corp. 31.12.2014 - - - - - - - - - -
14 Rain CII Carbon Mauritius Limited 31.12.2014 23,340 (25) 107,949 107,949 - - (1,280) - (1,280) -
15 Zhenjiang Xin Tian Tansu Co. Ltd 31.12.2014 88,479 (24,460) 70,089 70,089 - 15,381 (12,857) - (12,857) -
16 Rain CTP Inc. 31.12.2014 26,130,417 3,350,563 47,099,180 47,099,180 - 1,705,551 2,777,913 56,873 2,721,040 -
17 RTGERS N.V. 31.12.2014 4,086,707 1,278,174 7,102,274 7,102,274 - 81,990 3,235,586 - 3,235,586 -
18 RTGERS Polymers Ltd. 31.12.2014 863,085 242,501 2,531,923 2,531,923 - 2,786,386 385,357 (11,629) 396,986 -
19 RTGERS Canada Inc. 31.12.2014 2,027,940 162,517 7,171,968 7,171,968 - 8,653,038 (182,322) 2,496 (184,818) -
20 Handy Chemicals (U.S.A.) Ltd. 31.12.2014 5 (27,125) 234,564 234,564 - 1,814,396 43,809 (2,309) 46,118 -
21 RTGERS Holding Belgium BVBA 31.12.2014 7,007,613 858,319 11,407,932 11,407,932 - 152 129,329 (3) 129,332 3,560,400
22 RTGERS Belgium N.V. 31.12.2014 2,174,400 16,011,796 23,503,912 23,503,912 - 22,442,404 4,043,721 (108,348) 4,152,069 -
23 VFT France S.A 31.12.2014 797,280 175,443 984,330 984,330 - 452,486 51,676 (3,183) 54,859 -
24 VFT Trading N.V. 31.12.2014 761,040 204,359 965,399 965,399 - - 33,481 - 33,481 -
25 Rumba Invest BVBA & Co. KG 31.12.2014 - (1,863) 1,362,793 1,362,793 - 125,788 - - - -
26 RTGERS Holding Germany GmbH(5) 31.12.2014 2,174 10,582,665 19,061,327 19,061,327 - 2,003,388 1,862,344 18,763 1,843,581 696,600
27 RTGERS Germany GmbH (5) 31.12.2014 2,226,586 6,565,803 15,618,566 15,618,566 52,206 746,774 132,495 (59,931) 192,426 -
Annexure-1 (Contd.)
Rs. in thousands
Sl. Name of the Subsidiary Reporting period Share Reserves Total Total Investments Turnover Profit/(Loss) Tax Profit/(Loss) Proposed
No. Company for the subsidiary Capital & Surplus Assets Liabilities (Refer Note before Expense/ after Dividend
concerned, if 4 below) Taxation (Benefit) Taxation
different from the
holding companys
reporting period
28 RTGERS Aromatic Chemicals GmbH(5) 31.12.2014 7,320 612,018 2,013,856 2,013,856 - 5,781,588 (327,165) 12,868 (340,033) -
(5)
29 RTGERS InfraTec GmbH 31.12.2014 1,884 146,493 3,603,421 3,603,421 - 5,427,589 (538,816) 27,901 (566,717) -
30 RTGERS ChemTrade GmbH(5) 31.12.2014 37,110 (33,304) 983,893 983,893 - 4,375,914 (62,238) 3,176 (65,414) -
31 RTGERS Basic Aromatics GmbH(5) 31.12.2014 1,884 786,502 7,092,739 7,092,739 - 21,540,111 (633,749) 26,939 (660,688) -
32 RTGERS Novares GmbH(5) 31.12.2014 166,849 50,621 5,933,171 5,933,171 - 15,184,951 (687,368) 25,528 (712,896) -
33 RTGERS Resins GmbH(6) 31.12.2014 - - - - - - - - - -
34 RTGERS Resins BV 31.12.2014 74,201 (138,346) 1,453,655 1,453,655 - 3,241,428 (834,634) (276) (834,358) -
35 Severtar Holding Ltd. 31.12.2014 10,235 831,251 842,211 842,211 - - (3,366) - (3,366) -
36 OOO RTGERS Severtar 31.12.2014 286,648 (467,811) 2,081,493 2,081,493 - 18,915 (1,364,243) 34,197 (1,398,440) -
29
37 RTGERS Poland Sp. z o.o 31.12.2014 195,700 88,666 330,051 330,051 - 997,586 83,992 (2,091) 86,083 18,877
(7)
38 RTGERS (Shanghai) Trading Co. Ltd. 31.12.2014 12,359 3,291 17,294 17,294 - 30,529 11,516 (596) 12,112 -
Notes:
1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies are based on the exchange rates as at December 31, 2014. Exchange
rates as on the last date of the financial year are INR/USD - 63.33; INR/EURO - 77.00; INR/RUB - 1.12; INR/CNY - 10.33; INR/PLN - 17.96; INR/CAD - 54.68.
2. Refer Note 2(d) of Consolidated Financial Statements to see relation with the subsidiary, percentage equity holding and Country of incorporation for each of subsidiary.
3. Financial information is based on Audited Results of the subsidiaries. The reporting period of the subsidiary is same as that of holding Company.
4. Investments except in case of investments in subsidiaries.
5. Controlled companies in German fiscal unity, income according to local GAAP transferred to RTGERS Holding Germany GmbH and taxed on consolidated basis.
6. Merged with RTGERS Novares GmbH during the year.
7. Incorporated during the year.
1. Names of subsidiaries which are yet to commence operations

S.No. Name of the Company and Address
1 OOO RTGERS Severtar, Russia
2. Names of subsidiaries which have been liquidated or sold during the year.
1 RTGERS Resins GmbH, Germany

Annexure-1 (Contd.)
Part B- Associates and Joint Ventures

Rs. in thousands
S. Name of Latest Shares of Associate / Description of Reason why Networth attributable

No. Associates/ audited Joint Ventures held by how there is the associate/ to Shareholding
Joint Balance the company on the year end significant joint venture is as per latest audited Profit / Loss for the year
Ventures Sheet date influence not consolidated Balance Sheet
No. Amount of Extend of i. Considered in ii. Not
Investment Holding % Consolidation Considered in
in Associates/ Consolidation
Joint Venture
1 InfraTec Duisburg
GmbH (IDGmbH) 31.12.2013 7,500 64,611 30 Based on the As the group 25,964 (5,051) (11,785.53)
percentage of has only ability
holding over to exercise
30
2 Tarlog GmbH 31.12.2014 50,000 3,850 50 these investees signifcant (17,839) 9,269 9,269.40
(Tarlog) influence but
not control
over these
investees
1 Names of associates or joint ventures which are yet to commence operations

- NIL -
2 Names of associates or joint ventures which have been liquidated or sold during the year.
- NIL -
N. Jagan Mohan Reddy N. Sujith Kumar Reddy

Place : Hyderabad Managing Director Director
Date : February 27, 2015 DIN: 00017633 DIN: 00022383
Annexure-2
Particulars of Loans, Guarantees or Investments under Section 186
Nature of Date of Name and address of Amount of Time period Date of For loans
transaction making loan/ the person or body loan/ security/ for which passing Rate of Date of
(whether acquisition / corporate to whom acquisition / it is made/ Board interest maturity
loan/ giving it is made or given guarantee given resolution
guarantee/ guarantee/ or whose securities
security/ providing have been acquired
acquisition) security (Listed/Unlisted
entities)
(1) (2) (3) (4) (5) (6) (7) (8)
Loan 25-Apr-14 Rain Commodities Loan of USD 3 Years 26-Feb-14 6 month Repayment on
(USA) Inc, a wholly 20 Million US$ April 24, 2017
owned Subsidiary (Rs. 122.23 LIBOR plus (3 Years).
Company. crores). 400bps
Regd.Off: (Spread)
Corporate Trust Centre, payable
1209 Orange Street, half yearly.
Wilmington,
New castle 19801.



Annexure- 3
Disclosure of Particulars of Contracts/Arrangements entered into by the Company
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1)
of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. There are no contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 which are not at arms length basis
2. Contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 which are at arms length basis:
Sl. Name(s) of the Nature of Duration of Salient terms Date(s) of Amount Justification for
No. related party contracts/ the contracts / of the contracts approval by paid as entering into
and nature of arrangements/ arrangements/ or arrangements the Board, advances, contracts
relationship transactions transactions or transactions if any: if any:
including the
value, if any:
1 Rain Cements To provide 16th August, Rs. 3.38 Crores August 14, NIL The Company has set-up a Shared
Limited Shared 2014 to 2014 Service Center to provide
(Wholly Services 31st December, accounting, legal, human
owned 2014. resources, corporate
Subsidiary) communications, corporate
finance and information
technology support services to it's
Subsidiary Companies in India
and outside India, as required.
2 Rain CII To provide 16th August, Rs. 1.72 Crores August 14, NIL The Company has set-up a Shared
Carbon (Vizag) Shared 2014 to 2014 Service Center to provide
Limited (step Services 31st December, accounting, legal, human
down wholly 2014. resources, corporate
owned communications, corporate
Subsidiary) finance and information
3 Rain CII To provide 16th August, Rs. 1.68 Crores August 14, NIL The Company has set-up a Shared
Carbon LLC, Shared 2014 to 30th 2014 Service Center to provide
USA (step Services October, 2014. accounting, legal, human
down wholly resources, corporate
owned 8th November, Rs. 60 Lakhs November 6, NIL communications, corporate
Subsidiary) 2014 to 2014 finance and information
31st December,
2014. and outside India, as required.
4 Ruetgers NV To provide 8th November, Rs. 41.36 Lakhs November 6, NIL The Company has set-up a Shared
(stepdown Shared 2014 to 2014 Service Center to provide
wholly owned Services 31st December, accounting, legal, human
resources, corporate
Subsidiary) 2014. communications, corporate
finance and information


Annexure-4
Form No.MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on December 31, 2014
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:

i) CIN L26942TG1974 PLC001693
ii) Registration Date 15th March, 1974
iii) Name of the Company Rain Industries Limited
iv) Category/Sub-Category of the Company Company Limited by Shares / Public Company
v) Address of the Registered Rain Center, 34, Srinagar Colony,
Office and contact details Hyderabad - 500073, Telangana;
Ph.No.040-40401234, Fax:040-40401214;
email: secretarial@rain-industries.com;
www.rain-industries.com
vi) Whether listed Company YES
BSE Limited
National Stock Exchange of India Limited
vii) Name, Addrress and Contact details of Karvy Computershare Private Limited,
Registrar and Transfer Agent, if any Plot No.17 to 24, Vittal Rao Nagar, Madhapur,
Hyderabad - 500081, Telangana State;
Phone: +91 040 44655188
Email id: murthy.psrch@karvy.com
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover (Consolidated) of the company shall be
stated:-
Sl.No. Name and Description of main NIC Code of the % to total

products/services Product/service turnover of the company
1 Carbon 232 72 %
2 Chemical 242 21%
3 Cement 269 7%

II. PARTICUALRS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. Name and Address of the Company CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Associate held Section
1 Rain Cements Limited U23209TG1999 PLC031631 Subsidiary Company 100.00 Section 2 (87)
2 Rain Coke Limited U23101TG2012 PLC079823 Subsidiary Company 100.00 Section 2 (87)
3 Rain CII Carbon (Vizag) Ltd U11100TG2008 PLC058785 Subsidiary Company 100.00 Section 2 (87)
4 Renuka Cement Limited U26942TG1996 PLC025831 Subsidiary Company 100.00 Section 2 (87)
5 Moonglow Company Business Inc [Moonglow] Not Applicable Subsidiary Company 100.00 Section 2 (87)
6 Rain Commodities (USA) Inc. [RCUSA] Not Applicable Subsidiary Company 100.00 Section 2 (87)
7 Rain Global Services LLC [RGS] Not Applicable Subsidiary Company 80.50 Section 2 (87)
8 RGS Egypt Limited Company LLC [RGS Egypt] Not Applicable Subsidiary Company 51.00 Section 2 (87)
9 Rain Carbon Inc. [RCI] Not Applicable Subsidiary Company 100.00 Section 2 (87)
10 Rain Global Holdings, LLC [RGH] Not Applicable Subsidiary Company 100.00 Section 2 (87)
11 Rain Carbon Holdings, LLC [RCH] Not Applicable Subsidiary Company 100.00 Section 2 (87)
12 Rain CII Carbon LLC [RCC] Not Applicable Subsidiary Company 100.00 Section 2 (87)
13 Rain CII Carbon Mauritius Limited [RCCM] Not Applicable Subsidiary Company 100.00 Section 2 (87)
14 CII Carbon Corp [CII] Not Applicable Subsidiary Company 100.00 Section 2 (87)
15 Zhenjiang Xin TianTansu Co Limited [Zhenjiang] Not Applicable Subsidiary Company 100.00 Section 2 (87)
16 Rain CTP Inc [Rain CTP] Not Applicable Subsidiary Company 100.00 Section 2 (87)
17 RUETGERS Canada Inc. [RCI] Not Applicable Subsidiary Company 100.00 Section 2 (87)
18 RUETGERS Polymers Limited [RPL] Not Applicable Subsidiary Company 100.00 Section 2 (87)
19 Handy Chemicals (USA) Ltd [HUSA] Not Applicable Subsidiary Company 100.00 Section 2 (87)
20 RUETGERS NV [RNV] Not Applicable Subsidiary Company 100.00 Section 2 (87)
21 RUETGERS Holding Belgium BVBA [RHBVBA] Not Applicable Subsidiary Company 100.00 Section 2 (87)
22 RUETGERS Belgium NV [RBNV] Not Applicable Subsidiary Company 100.00 Section 2 (87)
23 VFT Trading NV [VNV] Not Applicable Subsidiary Company 100.00 Section 2 (87)
24 VFT France SA [VFSA] Not Applicable Subsidiary Company 100.00 Section 2 (87)
25 RUETGERS Holding Germany GmbH [RHGmbH] Not Applicable Subsidiary Company 100.00 Section 2 (87)
26 RUETGERS Germany GmbH [RGmbH] Not Applicable Subsidiary Company 99.70 Section 2 (87)
27 RUETGERS Aromatic Chemicals GmbH [RACGmbH] Not Applicable Subsidiary Company 100.00 Section 2 (87)
28 RUETGERS ChemTrade GmbH [RCTGmbH] Not Applicable Subsidiary Company 100.00 Section 2 (87)
29 RUETGERS Basic Aromatics GmbH [RBAGmbH] Not Applicable Subsidiary Company 100.00 Section 2 (87)
30 RUETGERS Poland SP Zoo [RPZ] Not Applicable Subsidiary Company 100.00 Section 2 (87)
31 RUETGERS InfraTec GmbH [RIGmbH] Not Applicable Subsidiary Company 100.00 Section 2 (87)
32 RUETGERS Novares GmbH [RNGmbH] Not Applicable Subsidiary Company 100.00 Section 2 (87)
33 RUETGERS Resins BV [RRBV] Not Applicable Subsidiary Company 100.00 Section 2 (87)
34 OOO RUETGERS Severtar [OOOSevertar] Not Applicable Subsidiary Company 100.00 Section 2 (87)
35 Severtar Holding Ltd [Severtar] Not Applicable Subsidiary Company 65.30 Section 2 (87)
36 Rumba Invest BVBA & Co. KG [Rumba] Not Applicable Subsidiary Company 94.90 Section 2 (87)
37 RTGERS (Shangai) Trading Co. Ltd Not Applicable Subsidiary Company 100.00 Section 2 (87)
38. RTGERS Resins GmbH Not Applicable Subsidiary Company - -
(Merged with RUETGERS Novares GmbH)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Shareholding
Sl. Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
% change
No. Demat Physical Total % of Total Demat Physical Total % of Total during the
Shares Shares year
A. Promoters
(1) Indian
(a) Individuals / HUF 43,902,635 - 43,902,635 13.05 38,521,350 - 38,521,350 11.45 -1.60
(b) Central Government - - - - - - -
(c) State Government(s) - - - - - - -
(d) Bodies Corporate 81,298,063 - 81,298,063 24.17 81,268,885 - 81,268,885 24.16 -0.01
(e) Banks/FI - - - - - - -
(f) Any Other - - - - - - - -
Sub - Total (A) (1):- 125,200,698 - 125,200,698 37.22 119,790,235 - 119,790,235 35.62 -1.61
(2) Foreign -
(a) NRIs-Individuals 23,980,865 - 23,980,865 7.13 17,673,225 - 17,673,225 5.25 -1.88
(b) Other - Individuals - - - - - - - - -
35
(c) Bodies Corporates - - - - - - - - -
(d) Banks/FI - - - - - - - - -
(e) Any other - - - - - - - - -
Sub - Total (A) (2):- 23,980,865 - 23,980,865 7.13 17,673,225 - 17,673,225 5.25 -1.88
Total Shareholding of
Promoter (A) = (A) (1)+(A)(2) 149,181,563 - 149,181,563 44.35 137,463,460 - 137,463,460 40.87 -3.48
B. Public Shareholding
1 Institutions
(a) Mutual Funds 43,627,238 23,210 43,650,448 12.98 55,748,114 23,210 55,771,324 16.58 3.60
(b) Banks/FI 6,215 42,070 48,285 0.01 77,543 42,070 119,613 0.04 0.02
(c) Central Government - - - - - - - - -
(d) State Government(s) - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies - - - - - - - - -
(g) FIIs 69,500,277 5,500 69,505,777 20.66 52,702,701 5,500 52,708,201 15.67 -4.99
(h) Foreign Venture Capital Funds - - - - - - - - -
(g) Others (Specify) - - - - - - - - -
Sub - Total (B) (1):- 113,133,730 70,780 113,204,510 33.66 108,528,358 70,780 108,599,138 32.29 -1.37

i) Category-wise Shareholding (Contd.)
Sl. Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
% change
No. Demat Physical Total % of Total Demat Physical Total % of Total during the

Shares Shares year
2 Non-Institutions
a) Bodies Corp. - - - - - - - - -
i) Indian 21,746,081 359,650 22,105,731 6.57 31,470,775 205,150 31,675,925 9.42 2.85
ii) Overseas (OCB) - 68,425 68,425 0.02 - 68,425 68,425 0.02 -
b) Individuals
i) Individual Shareholders
holding nominal share
capital up to Rs.1 lakh. 23,294,052 8,051,215 31,345,267 9.32 25,954,346 7,721,115 33,675,461 10.01 0.69
36
ii) Individual Shareholders
holding nominal share
capital in excess of Rs.1 lakh. 6,536,324 61,420 6,597,744 1.96 10,309,975 129,990 10,439,965 3.10 1.14
c) Others (Specify) -
i. HUF 1,498,747 - 1,498,747 0.45 1,848,642 - 1,848,642 0.55 0.10
ii. Non Resident Individuals 7,138,975 5,157,485 12,296,460 3.66 7,550,134 4,966,990 12,517,124 3.72 0.07
iii. Trusts 25,750 - 25,750 0.01 16,750 - 16,750 0.00 0.00
iv. Clearing Members 21,482 - 21,482 0.01 40,789 - 40,789 0.01 0.01
Sub - Total (B) (2):- 60,261,411 13,697,770 73,959,181 21.99 77,191,411 13,091,670 90,283,081 26.84 4.85
Total Public Shareholding
(B)=(B)(1)+(B)(2) 173,395,141 13,768,975 187,164,116 55.65 185,719,769 13,162,450 198,882,219 59.13 3.48
C. Shares held by Custodian
for GDR & ADRs - - - - - - - -
Grand Total (A+B+C) 322,576,704 13,768,975 336,345,679 100 323,183,229 13,162,450 336,345,679 100 -
ii) Shareholding of Promoters
Sl. Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year % change
No. No. of Shares % of total % of Shares No. of Shares % of total % of Shares in share
Shares of the Pledged/ Shares of the Pledged/ holding
Company encumbered Company encumbered during
to total Shares to total Shares the year
1 Mr. N. Radhakrishna Reddy 10,383,730 3.09 - 10,383,730 3.09 -
2 Mr. N. Sujith Kumar Reddy 10,028,770 2.98 - 10,028,770 2.98 -
3 Mr. N. Jagan Mohan Reddy 8,586,740 2.55 - 8,586,740 2.55 -
4 Mrs. N. Indira Reddy 7,513,100 2.23 - 7,513,100 2.23 -
5 Mrs. N. Swarnalatha Reddy 1,042,000 0.31 - 1,042,000 0.31 -
6 Mrs.N Akhila Reddy 362,065 0.11 - 362,065 0.11 -
7 Mr. N. Lakshminarasa Reddy 465,250 0.14 - 465,250 0.14 -
37
8 Mrs. K. V. Arundhathi Reddy 14,285 0.00 - 14,285 0.00 -
9 Mrs. N. Anupama Reddy 125,410 0.04 - 125,410 0.04 -
10 Mrs. Ananthalaxmi A Reddy 17,673,225 5.25 - 17,673,225 5.25 -
11 Sujala Investments Private Limited 37,766,675 11.23 - 37,766,675 11.23 -
12 Focus India Brands Private Limited 25,316,465 7.53 16.97 25,316,465 7.53 18.42
13 Nivee Holdings Private Limited 8,143,250 2.42 - 8,143,250 2.42 -
14 Arunachala Holdings Private Limited 5,272,500 1.57 - 5,272,500 1.57 -
15 PCL Financial Services Pvt. Limited 3,780,750 1.12 - 3,780,750 1.12 -
16 Arunachala Logistics (P) Limited 989,245 0.29 - 989,245 0.29 -
17 Mr. Y Santhosh Kumar Reddy 5,381,285 1.60 - - - - -1.60
18 Mr. Rajiv Reddy 6,307,640 1.88 - - - - -1.88
19 Yeratapalli Investments Private Limited 29,178 0.01 - - - - -0.01
Total 149,181,563 44.35 16.97 137,463,460 40.87 18.42 -3.48

iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sl. Particulars Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of Shares % of total Shares No. of Shares % of total Shares
of the Company of the Company
At the beginning of the Year 149,181,563 44.35 - -
1 Sold on 10.04.2014 (29,178) (0.01) 149,152,385 44.34
2 Sold on 23.04.2014 (800,000) (0.24) 148,352,385 44.11
3 Sold on 02.06.2014 (2,300,000) (0.68) 146,052,385 43.42
4 Sold on 20.08.2014 and 21.08.2014 (489,478) (0.15) 145,562,907 43.28
5 Sold on 22.08.2014 (200,759) (0.06) 145,362,148 43.22
6 Sold on 25.08.2014, 26.08.2014
and 27.08.2014 (675,029) (0.20) 144,687,119 43.02
7 Sold on 28.08.2014 (23,557) (0.01) 144,663,562 43.01
8 Sold on 01.09.2014 and 02.09.2014 (229,865) (0.07) 144,433,697 42.94
9 Sold on 03.09.2014 and 04.09.2014 (277,453) (0.08) 144,156,244 42.86
10 Sold on 05.09.2014 (195,000) (0.06) 143,961,244 42.80
11 Sold on 08.09.2014 (190,144) (0.06) 143,771,100 42.75
12 Sold on 16.09.2014 (6,307,640) (1.88) 137,463,460 40.87
At the end of the year 137,463,460 40.87
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sl. Reliance Capital trustee Co., Ltd. Shareholding at the Cumulative Shareholding
No. (including all managed funds) beginning of the year during the year
1 At the beginning of the Year 30,454,542 9.05 - -
28.02.2014 (58,500) (0.02) 30,396,042 9.04
07.03.2014 (11,113) (0.00) 30,384,929 9.03
14.03.2014 (551,930) (0.16) 29,832,999 8.87
11.04.2014 (395,450) (0.12) 29,437,549 8.75
18.04.2014 (24,537) (0.01) 29,413,012 8.74
09.05.2014 1,018,000 0.30 30,431,012 9.05
23.05.2014 (1,298,523) (0.39) 29,132,489 8.66
30.05.2014 (121,300) (0.04) 29,011,189 8.63
06.06.2014 (100,000) (0.03) 28,911,189 8.60
18.07.2014 290,838 0.09 29,202,027 8.68
25.07.2014 100,000 0.03 29,302,027 8.71
08.08.2014 51,887 0.02 29,353,914 8.73
22.08.2014 36,000 0.01 29,389,914 8.74
19.09.2014 (985,000) (0.29) 28,404,914 8.45
19.12.2014 13,000 0.00 28,417,914 8.45
31.12.2014 142,000 0.04 28,559,914 8.49
At the end of the year (or on the date of separation, if separated during the year) 28,559,914 8.49

Shareholding Pattern of top ten Shareholders (Contd.)

Sl. ICICI Prudential Shareholding at the Cumulative Shareholding
No. (including all managed funds) beginning of the year during the year
03.01.2014 15,517 0.00 13,177,683.00 3.92
10.01.2014 85,999 0.03 13,263,682 3.94
17.01.2014 65,348 0.02 13,329,030 3.96
24.01.2014 63,139 0.02 13,392,169 3.98
31.01.2014 11,846 0.00 13,404,015 3.99
07.02.2014 73,393 0.02 13,477,408 4.01
14.02.2014 636,447 0.19 14,113,855 4.20
21.02.2014 36,433 0.01 14,150,288 4.21
07.03.2014 106,590 0.03 14,256,878 4.24
14.03.2014 703,319 0.21 14,960,197 4.45
21.03.2014 156,237 0.05 15,116,434 4.49
31.03.2014 123,562 0.04 15,239,996 4.53
04.04.2014 59,484 0.02 15,299,480 4.55
11.04.2014 405,074 0.12 15,704,554 4.67
18.04.2014 117,405 0.03 15,821,959 4.70
25.04.2014 61,131 0.02 15,883,090 4.72
09.05.2014 16,000,000 4.76 31,883,090 9.48
13.06.2014 (73,924) (0.02) 31,809,166 9.46
20.06.2014 (158,341) (0.05) 31,650,825 9.41
11.07.2014 (268,601) (0.08) 31,382,224 9.33
25.07.2014 (152,323) (0.05) 31,229,901 9.29
29.08.2014 (708,576) (0.21) 30,521,325 9.07
19.09.2014 (100,000) (0.03) 30,421,325 9.04
30.09.2014 (63,151) (0.02) 30,358,174 9.03
10.10.2014 (229,392) (0.07) 30,128,782 8.96
17.10.2014 (30,705) (0.01) 30,098,077 8.95
24.10.2014 (216,200) (0.06) 29,881,877 8.88
31.10.2014 (157,750) (0.05) 29,724,127 8.84
07.11.2014 (894,667) (0.27) 28,829,460 8.57
14.11.2014 (242,307) (0.07) 28,587,153 8.50
21.11.2014 (225,176) (0.07) 28,361,977 8.43
28.11.2014 (244,548) (0.07) 28,117,429 8.36
05.12.2014 (931,526) (0.28) 27,185,903 8.08
12.12.2014 (11,463) (0.00) 27,174,440 8.08


Sl. Meghamala Enterprises Pvt Ltd Shareholding at the Cumulative Shareholding
Sl. CIR International S.A. Shareholding at the Cumulative Shareholding

30.09.2014 (272,574) (0.08) 17,877,426 5.32
14.11.2014 (44,000) (0.01) 17,833,426 5.30
21.11.2014 (289,165) (0.09) 17,544,261 5.22
28.11.2014 (516,835) (0.15) 17,027,426 5.06
05.12.2014 (291,200) (0.09) 16,736,226 4.98
Sl. Goldman Sachs Investments Shareholding at the Cumulative Shareholding

No. (Mauritius) I Ltd beginning of the year during the year
06.06.2014 (282,406) (0.08) 8,219,394 2.44
13.06.2014 (415,249) (0.12) 7,804,145 2.32
20.06.2014 (186,330) (0.06) 7,617,815 2.26
22.08.2014 971,723 0.29 8,589,538 2.55
29.08.2014 1,810,467 0.54 10,400,005 3.09
05.09.2014 378,680 0.11 10,778,685 3.20
28.11.2014 3,324,660 0.99 14,103,345 4.19
05.12.2014 979,974 0.29 15,083,319 4.48


Sl. Sirius Transport Private Limited Shareholding at the Cumulative Shareholding
6 At the beginning of the Year - - - -
06.06.2014 2,150,000 0.64 2,150,000 0.64
30.06.2014 (2,150,000) (0.64) - -
19.09.2014 6,307,640 1.88 6,307,640 1.88
07.11.2014 (30,000) (0.01) 6,277,640 1.87
14.11.2014 (67,922) (0.02) 6,209,718 1.85
21.11.2014 (203,742) (0.06) 6,005,976 1.79
28.11.2014 (106,806) (0.03) 5,899,170 1.75
05.12.2014 (34,100) (0.01) 5,865,070 1.74
Sl. The Childrens Investment Fund

No. Management (UK) Llp A/C Talos Shareholding at the Cumulative Shareholding
Capital beginning of the year during the year
Sl. Morgan Stanley Asia Shareholding at the Cumulative Shareholding

No. (Singapore) Pte. beginning of the year during the year
10.01.2014 (12,158) -0.00 2,849,677 0.85
17.01.2014 (6,919) -0.00 2,842,758 0.85
24.01.2014 (10,208) -0.00 2,832,550 0.84
31.01.2014 (3,451) -0.00 2,829,099 0.84
11.04.2014 82,000 0.02 2,911,099 0.87
09.05.2014 248,000 0.07 3,159,099 0.94
16.05.2014 15,766 0.00 3,174,865 0.94
23.05.2014 (15,766) -0.00 3,159,099 0.94
30.05.2014 (330,000) -0.10 2,829,099 0.84
13.06.2014 52,263 0.02 2,881,362 0.86
08.08.2014 39,773 0.01 2,921,135 0.87
(Contd.)

15.08.2014 17,504 0.01 2,938,639 0.87

22.08.2014 (92,036) -0.03 2,846,603 0.85
12.09.2014 57,765 0.02 2,904,368 0.86
19.09.2014 27,465 0.01 2,931,833 0.87
30.09.2014 119,880 0.04 3,051,713 0.91
03.10.2014 (2,357) -0.00 3,049,356 0.91
10.10.2014 2,387 0.00 3,051,743 0.91
17.10.2014 (50,773) -0.02 3,000,970 0.89
31.10.2014 48,648 0.01 3,049,618 0.91
07.11.2014 (2,169) -0.00 3,047,449 0.91
14.11.2014 38,407 0.01 3,085,856 0.92
21.11.2014 67,648 0.02 3,153,504 0.94
05.12.2014 5,473 0.00 3,158,977 0.94
19.12.2014 (68,083) -0.02 3,090,894 0.92
Sl. Nordea 1 Sicav - Shareholding at the Cumulative Shareholding

No. Indian Equity Fund beginning of the year during the year
09.05.2014 2,765,968 0.82 2,765,968 0.82
23.05.2014 166,504 0.05 2,932,472 0.87
18.07.2014 (92,982) (0.03) 2,839,490 0.84
15.08.2014 (173,476) (0.05) 2,666,014 0.79
29.08.2014 171,416 0.05 2,837,430 0.84
19.09.2014 175,035 0.05 3,012,465 0.90
17.10.2014 (239,411) (0.07) 2,773,054 0.82
14.11.2014 644,526 0.19 3,417,580 1.02
21.11.2014 (8,498) (0.00) 3,409,082 1.01
28.11.2014 (636,028) (0.19) 2,773,054 0.82


Sl. The Master Trust Bank Of Japan, Ltd.
No. As Trustee Of Nissay India Shareholding at the Cumulative Shareholding
Equity Selection Mother Fund beginning of the year during the year
05.12.2014 1,991,320 0.59 1,991,320 0.59
12.12.2014 104,111 0.03 2,095,431 0.62
v) Shareholding of Directors and Key Managerial Personnel

Sl. Shareholding at the Cumulative Shareholding
No. For each of the Directors and KMP beginning of the year during the year
At the beginning of the Year - - -
Directors -
1 Mr. N. Radhakrishna Reddy 10,383,730 3.09 10,383,730 3.09
2 Mr. N. Sujith Kumar Reddy 10,028,770 2.98 10,028,770 2.98
3 Mr. N. Jagan Mohan Reddy 8,586,740 2.55 8,586,740 2.55
4 Mr. Dipankar Basu 140 0.00 140 0.00
5 Mr. S.L. Rao - - - -
6 Mr. H.L. Zutshi - - - -
7 Mr. V. Narayanamurthy - - - -
8 Mr. G. Krishna Prasad - - - -
9 Ms. Radhika Vijaya Haribhakti - - - -
10 Mr. Yogesh Rastogi
(since Withdrawn by ICICI Bank) - - - -
Key Managerial Personnel -
1 Mr. T. Srinivasa Rao 90,000 0.03 90,000 0.03
2 Mr. S. Venkat Ramana Reddy - - - -

V. INDEBTEDNESS
in INR '000s
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the Beginning
of the Financial Year
i) Principal Amount 2,277,920 - - 2,277,920
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 2,277,920 - - 2,277,920
Change in Indebtedness during
the financial year
Addition 1,210,506 - - 1,210,506
Reduction 701,906 - - 701,906
Net Change 508,600 - - 508,600
Indebtedness at the end of the
Financial year
i) Principal Amount 2,786,520 - - 2,786,520
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 2,786,520 - - 2,786,520
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time Directors and / or Manager:
Sl. Particulars of Remuneration Name of MD/WTD/Manager Total
No. Mr. N. Jagan Mohan Reddy Amount
Managing Director (Rs.)
1 Gross Salary
a) Salary as per provisions contained in Section 17(1)
of the Income Tax Act, 1961 9600000 9600000
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 3872000 3872000
c) Profits in lieu of salary under section 17(3)
Income-tax Act, 1961 - -
2 Stock option - -
3 Sweat Equity - -
4 Commission
- as % of profit - -
- others, specify - -
5 Others, Please specify - -
Total (A) 13472000 13472000
Ceiling as per the Act 17672600 17672600

B. Remuneration to other directors:

Sl. Particulars of Remuneration Name of Directors
No. Mr. Dipankar Mr. S.L.Rao Mr. H.L. Ms. Radhika Mr. G. Krishna Total
Basu Zutshi Vijay Prasad Amount
Haribhakti (Rs.)
1 Independent Directors
Fee for attending board/
committee meetings 300000 300000 300000 50000 300000 1250000
Commission - - - - - -
Others, please specify - - - - - -
Total (1) 300000 300000 300000 50000 300000 1250000
2 Other Non-Executive Mr. N. Mr. N. Mr. Yogesh Mr. V.
Directors Radhakrishna Sujith Kumar Rastogi, Narayana
Reddy Reddy Nominee murthy,
Director Nominee
ICICI Bank Director,
IDBI Bank
Limited
Fee for attending board/
committee meetings 160000 - 20000 20000
Commission - - - -
Others, please specify - - - -
Total (2) 160000 - 20000 20000 200000
Total (B)=(1+2) 1450000
Total Managerial Remuneration 14922000
Overall Celing as per the Act 21207120
C Remuneration to Key Managerial personnel other than MD/Manager/WTD

Sl. Particulars of Remuneration Key Managerial Personnel
No. Company Secretary CFO Total
Mr. S. Venkat Mr. T. Srinivasa Rao (Rs.)
Ramana Reddy
1 Gross Salary
a) Salary as per provisions contained in
Section 17(1) of the Income Tax Act, 1961 1153080 3904464 5057544
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 1729618 5564103 7293721
c) Profits in lieu of salary under section 17(3)
Income-tax Act, 1961 - - -
2 Stock option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit - - -
- others, specify - - -
5 Others, Please specify - - -
Total 2882698 9468567 12351265

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

A. COMPANY
Type Section of the Brief Details of Penalty/ Authority (RD/ Appeal made, if
Companies Act Description Punishment/ NCLT/COURT) any (Give Details)
Compounding
fees imposed
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B. DIRECTORS
Compounding
fees imposed
C. OTHER OFFICERS IN DEFAULT

Compounding
fees imposed


Managing Director Director
DIN: 00017633 DIN: 00022383
Place : Hyderabad
Date : February 27, 2015

Annexure- 5
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 read with the Companies (Accounts) Rules, 2014:
A. CONSERVATION OF ENERGY:
1) The steps taken or impact on conservation of energy: -N.A.-
2) The steps taken by the Company for utilizing alternate sources of energy: -N.A.-
3) The Capital investment on energy conservation equipments: -N.A.-
B. TECHNOLOGY ABSORPTION:
i. The Efforts made towards technology absorption:
NIL
ii. The Benefits derived like product improvement, cost reduction, product development or import substitution:
NIL
iii. Details of technology imported during the past 3 years:
No technology has been imported during the past 3 years.
a. The details of technology import: -NIL-
b. The year of import: -NIL-
c. Whether the technology has been fully absorbed: -NIL-
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: -NIL-
iv. The expenditure incurred on Research and Development: -N.A.-
C. FOREIGN EXCHANGE EARNINGS AND OUT GO:

1) The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo
during the year in terms of actual outflows:
(Rs. in Thousands)
Particulars December 31, 2014 December 31, 2013
Used 925,655 2,551,908
Earned 841,687 1,480,926


DIN: 00017633 DIN: 00022383
Place : Hyderabad

Annexure- 6
Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy)
Rules, 2014
1. A brief outline of the Company's CSR policy, including overview of projects or programmes proposed to be
undertaken and a reference to the web-link to the CSR policy and projects or programmes.
l Promotion of education, including special education and employment enhancing vocation skills especially
among children, women, elderly, and the differently abled and livelihood enhancement projects;
l Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare,
agroforestry, conservation of natural resources and maintaining quality of soil, air and water; and
l Rural development projects.
l web link: www.rain-industries.com / www.pragnyapriya.com
2. Composition of CSR Committee:

S.No. Name Designation
1 Mr. N. Jagan Mohan Reddy Chairman
2 Mr. N. Sujith Kumar Reddy Member
3 Mr. G. Krishna Prasad Member (Independent Director)
3. Average Net profit for last three Financial Years:

Net Profit For the Financial Year ended 31st December (Rs. In thousands)
2013 2012 2011
(36,253) 424,587 146,335
Average Net Profit for the preceding 178,223
three Financial Years
4. Prescribed CSR expenditure (2% of Average Net Profit) : Rs. 3,564,000
5. Details of CSR spend for the financial year:
a. Total amount spent for the financial year: Rs. 40 lakhs
b. Amount unspent, if any: Nil

c. Manner in which the amount spent during the financial year is detailed below:
(1) (2) (3) (4) (5) (6) (7) (8)
S.No. CSR Sector in Projects or Amount outlay Amount spent Cumulative Amount
project or which the programs (budget) on the projects expenditure upto spent: Direct
activity project is project or or programs the reporting or through
(1)Local area or
identified covered programs wise period implementing
other Sub heads:
agency
(2) Specify the (1) Direct
state and district expenditure on
where projects or projects or
programs was programs
undertaken
(2)Overheads
1 Scholarships Promotion Scholarships to The Company Rs. 40 lakhs Rs. 40 lakhs The amount
to students of students for has donated was spent
for education pursuing Rs. 40 lakhs to through M/s.
pursuing Intermediate M/s. Pragnya Pragnya Priya
Intermediate Education i.e., Priya Foundation a
Education 11th and 12th Foundation, a Section 25
i.e., 11th Standard are given Company Company
and 12th to economically established under
Standard backward students under Section Companies
in the state of 25 of Act, 1956
Andhra Pradesh Companies (Section 8 of
and Telangana. Act, 1956 Companies
In the Districts of (Section 8 as Act, 2013).
Adilabad, per Companies
Nalgonda, Act, 2013) by
Karimnagar, the Group
Kurnool,
Srikakulam and
Vijayanagaram
Total Rs. 40 Lakhs Rs. 40 lakhs Rs. 40 lakhs
6. The Company has spent two percent of average net profits of the last three financial years.
7. We hereby confirms that the Implementation and monitoring of CSR Policy, is in compliance with CSR objectives
and Policy of .the company.
For and on behalf of Corporate Social Responsibility Committee
Mr. N. Jagan Mohan Reddy Mr. N. Sujith Kumar Reddy

Chairman of the Committee Member
Place : Hyderabad Mr. G. Krishna Prasad

Date : February 27, 2015 Member

Annexure- 7
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.12.2014
FORM NO MR 3
Pursuant to Section 204 (1) of the Companies Act, 2013 and the Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
To (iii) The Depositories Act, 1996 and the Regulations

The Members, and Bye-laws framed there under;
M/s. Rain Industries Limited (iv) Foreign Exchange Management Act, 1999 and
Hyderabad. the rules and regulations made there under to
1. We have conducted Secretarial Audit pursuant to the extent of Foreign Direct Investment,
Section 204 of the Companies Act 2013, on the Overseas Direct Investment and External
compliance of applicable Statutory Provisions and Commercial Borrowings;
the adherence to good corporate practices by (v) The following Regulations and Guidelines
M/s. Rain Industries Limited (hereinafter called as prescribed under the Securities and Exchange
the Company). Secretarial Audit was conducted Board of India Act, 1992 (SEBI Act):-
in a manner that provided us a reasonable basis for
evaluating the corporate conducts / statutory a) The Securities and Exchange Board of India
compliances and expressing our opinion thereon. (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
2. The Company is engaged in the business of trading
in Green Petroleum Coke it provides shared services b) The Securities and Exchange Board of India
to its subsidiary companies and also makes (Prohibition of Insider Trading) Regulations,
investment in Subsidiary Companies. 1992;
3. Based on our verification of the books, papers, c) The Securities and Exchange Board of India
minutes books, forms, returns filed and other records (Issue of Capital and Disclosure
maintained by the Company and also the Requirements) Regulations, 2009.
information and according to the examinations d) The Securities and Exchange Board of India
carried out by us and explanations furnished and (Employee Stock Option Scheme and
representations made to us by the Company, its Employee Stock Purchase Scheme)
officers, agents and authorized representatives Guidelines, 1999
during the conduct of Secretarial Audit, we hereby e) The Securities and Exchange Board of India
report that in our opinion, the Company has during (Issue and Listing of Debt Securities)
the Audit Period covering the Financial Year ended Regulations, 2008
on 31st December 2014 complied with the statutory
provisions listed hereunder and also that the f) The Securities and Exchange Board of India
Company has proper Board-processes and (Registrars to an Issue and Share Transfer
compliance-mechanism in place to the extent, in Agents) Regulations, 1993 regarding the
the manner and subject to the reporting made Companies Act and dealing with client;
hereinafter. g) The Securities and Exchange Board of India
4. We have examined the books, papers, minute books, (Delisting of Equity Shares) Regulations,
forms and returns filed and other records maintained 2009; and
by M/s. Rain Industries Limited (hereinafter called h) The Securities and Exchange Board of India
as the Company) for the financial year from (Buyback of Securities) Regulations, 1998;
1st January, 2014 and ended with 31st December, 2014 i) The following other laws as specifically
(Audit Period) according to the provisions of: applicable in the view of the Management.
(i) The Companies Act, 1956 (to the extent i) Income Tax Act, 1961
applicable) and the Companies Act, 2013 (the
Act) and the Rules made there under; ii) Central Sales Tax Act, 1956
(ii) The Securities Contracts (Regulation) Act, 1956 iii) Telangana Value Added Tax
(SCRA) and the Rules made there under; iv) The Payment of Bonus Act, 1965

v) Telangana Tax on Professions, Trades, vii) The compliance of other specific applicable
Callings and Employments Act, 1987 Laws as listed in 4 (v) (i) above, were relied on
vi) Customs Act, 1962 the basis of representations and Compliance
Certificates issued by the Managing Director,
vii) Finance Act, 1994 (Service Tax) Compliance Officers and other officials of
viii) The Payment of Gratuity Act, 1972 respective/concerned Departments of the
ix) The Payment of Wages Act, 1936 Company.
x) The Maternity Benefit Act, 1961 7. We further report that:
xi) A P Shops & Establishment Act, 1988 a. The Board of Directors of the Company is duly
constituted with proper balance of Executive
xii) The National and Festival Holidays Directors, Non-Executive Directors and
Act, 1963 Independent Directors. The changes in the
xiii) The Employees Provident Fund and composition of the Board of Directors that took
Miscellaneous Provisions Act, 1952 place during the period under review were
xiv) The Employment Exchanges carried out in compliance with the provisions
(Compulsory Notification of of the Act.
Vacancies) Act,1959 b. Adequate Notice is given to all the Directors to
5. We have also examined compliance of the applicable schedule the Board Meetings, agenda and
Clauses of The Listing Agreements entered into by detailed notes on agenda were sent at least 7
the Company with the BSE Limited and the National days in advance.
Stock Exchange of India Limited respectively. c. There exists a system for seeking and obtaining
6. We further report that, during the period under further information and clarifications on the
review the Company has complied with the agenda items before the meeting and
provisions of the Act, Rules, Regulations, Guidelines, meaningful participation at the meeting.
etc. mentioned above. However, please note for the d. Majority decision is carried through and there
Audit Period: were no instances of dissenting members in the
i) SEBI (ICDR) Regulations, 2009 are not Board of Directors.
applicable, as there being no further issues of e. It is also noted that the Company has an Internal
any securities. Audit System to constantly monitor the process
ii) SEBI (ESOS & ESOP) Guidelines, 1999 are not for efficient compliances.
applicable, as there being no schemes of the 8. We further report that there exist adequate systems
Company under the said Guidelines. and processes in the Company that commensurate
iii) SEBI (Issue and Listing of Debt Securities) with the size and operations of the Company to
Regulations, 2008 are not applicable, as there monitor and ensure compliance with applicable
being no debt securities, which are listed on laws, rules, regulations and guidelines.
any of the recognized Stock Exchanges. 9. We further report that during the audit period, there
iv) SEBI (Delisting of Equity Shares) Regulations, were no specific events / actions having a major
2009 are not applicable, as there being no bearing on the companys affairs in pursuance of
instances of delisting of Equity Shares, except the above referred laws, rules, regulations,
de-recognition of Delhi Stock Exchange by the guidelines, standards, etc. referred to above.
SEBI.
For dvmgopal & associates
v) SEBI (Buyback of Securities) Regulations, 1998
Company Secretaries
are not applicable, as there being no instances
of buy-back of shares;
vi) The Ministry of Corporate Affairs has not Place: Hyderabad DVM Gopal
notified applicable Secretarial Standards under Date: 27th February 2015 Proprietor
the Companies Act 2013, therefore, the same M No: F 6280
was not considered in the Audit. CP No: 6798

Annexure-8
Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial personnel)
Rules, 2014.
(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for
the financial year:
S.No. Name of the Director Ratio of the remuneration to the median
remuneration of the employees
1 Mr. N. Radhakrishna Reddy (Chairman)* NIL
2 Mr. N. Jagan Mohan Reddy (Managing Director) 16.61%
3 Mr. N. Sujith Kumar Reddy (Director) NIL
4 Mr. Dipankar Basu (Independent Director)* NIL
5 Mr. S.L. Rao (Independent Director)* NIL
6 Mr. H.L. Zutshi (Independent Director)* NIL
7 Mr. G. Krishna Prasad (Independent Director)* NIL
8 Ms. Radhika Vijay Haribhakti (Additional Director)
(Independent Woman Director)* NIL
9 Mr. V. Narayana Murthy (Nominee Director - IDBI Bank)* NIL
10 Mr. Yogesh Rastogi (Nominee Director - ICICI Bank)** NIL
* Mr. N. Radhakrishna Reddy, Chairman, Mr. Dipankar Basu, Mr. S.L. Rao, Mr. H.L.Zutshi, Mr. G. Krishna Prasad, Ms. Radhika
Vijay Haribhakti, Independent Directors, Mr. V. Narayana Murthy, Nominee Director (IDBI Bank) and Mr. Yogesh Rastogi,
Nominee Director (ICICI Bank) were paid sitting fees for attending the Meetings.
**ICICI Bank had withdrawn its Nominee Director Mr. Yogesh Rastogi from the Board of the Company with effect from
September 24, 2014.
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager in the financial year
S.No. Name of the Director Percentage increase in remuneration
1 Mr. N. Radhakrishna Reddy (Chairman)* NIL
2 Mr. N. Jagan Mohan Reddy (Managing Director)** NIL
3 Mr. N. Sujith Kumar Reddy (Director) NIL
4 Mr. Dipankar Basu (Independent Director)* NIL
5 Mr. S.L. Rao (Independent Director)* NIL
6 Mr. H.L. Zutshi (Independent Director)* NIL
7 Mr. G. Krishna Prasad (Independent Director)* NIL
8 Ms. Radhika Vijay Haribhakti
(Additional Independent Woman Director)* NIL
9 Mr. V. Narayana Murthy (Nominee Director - IDBI Bank)* NIL
10 Mr. Yogesh Rastogi (Nominee Director -ICICI Bank)*** NIL
11 Mr. T. Srinivasa Rao (Chief Financial Officer) 6.51%
12 Mr. S. Venkat Ramana Reddy (Company Secretary) 11.50%
* Mr. N. Radhakrishna Reddy, Chairman, Mr. Dipankar Basu, Mr. S.L. Rao, Mr. H.L.Zutshi, Mr. G. Krishna Prasad, Ms. Radhika
Vijay Haribhakti, Independent Directors, Mr. V. Narayana Murthy, Nominee Director (IDBI Bank) and Mr. Yogesh Rastogi,
Nominee Director (ICICI Bank) were paid sitting fees for attending the Meetings.
** There was no increase in Remuneration paid to Mr. N. Jagan Mohan Reddy, Managing Director during the Financial Year
ended 31st December, 2014.
***ICICI Bank had withdrawn its Nominee Director Mr. Yogesh Rastogi from the Board of the Company with effect from
September 24, 2014.

(iii) The percentage increase in the median remuneration of employees in the financial year.
10.71%
(iv) The number of permanent employees on the rolls of Company.
There are 34 permanent employees on the rolls of the Company.
(v) The explanation on the relationship between average increase in remuneration and Company performance
S.No. Average increase in remuneration Company performance
1 10.68% Net profit of the Company is increased by 60.67%
(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company
S.No. Remuneration of Key Performance of the Company for the year ended
Managerial Personnel 31st December, 2014
1 Rs. 2,58,23,265 Rs. 24,57,96,000 (Net Profit)
(vii) Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current
financial year and previous financial year and percentage increase over decrease in the market quotations of
the shares of the company in comparison to the rate at which the company came out with the last public offer.
S.No. Particular As at As at
December 31, 2014 December 31, 2013
1 Market Capitalisation BSE Rs.14,91,69,30,864 BSE Rs.12,02,43,58,024
NSE Rs.14,86,64,79,012 NSE Rs.12,12,52,61,728
2 Price Earnings Ratio BSE 16.86 BSE 3.13
(Considering consolidated EPS) NSE 16.81 NSE 3.16
Market quotations of the shares of the Company in comparison to the rate at which the Company came out
with the last public offer:
The Company came with an Initial Public Offer in 1985 at the price of Rs.10/- per equity share. As on
31st December, 2014 the Market Quotation of the Company Share Price (Closing Price) is as follows:
BSE Limited: Rs. 44.35
The National Stock Exchange of India Limited: Rs. 44.20
(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration.
There is only one Whole Time Director i.e., Managing Director. There was no increase in Remuneration paid to
Managing Director during the Financial Year ended 31st December, 2014.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company.
S.No. Name Remuneration of Key Performance of the Company
Managerial Personnel for the year ended
31st December, 2014
1 Mr. N. Jagan Mohan Reddy,
Managing Director Rs. 1,34,72,000 Rs. 24,57,96,000 (Net Profit)
2 Mr. T. Srinivasa Rao
Chief Financial Officer Rs. 94,68,567 Rs. 24,57,96,000 (Net Profit)
3 Mr. S. Venkat Ramana Reddy
Company Secretary Rs. 28,82,698 Rs. 24,57,96,000 (Net Profit)
(x) The key parameters for any variable component of remuneration availed by the directors
Only Commission is payable in addition to monthly Remuneration. The Commission is paid on the performance
of the Company upon recommendation of Nomination and Remuneration Committee.
(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but
receive remuneration in excess of the highest paid director during the year. -N.A.-
(xii) The Remuneration paid to Key Managerial Personnel is as per the Remuneration policy of the Company.


DIN: 00017633 DIN: 00022383
Place : Hyderabad

Statement of Particulars of Employees Pursuant to the Provisions of Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
S. Name & Remuneration Nature of Qualifications Date of Age The last The percentage Whether is a
No. Designation received employment and commencement employment of equity shares relative of any
experience of of employment held before held by the director or
the employee joining the employee in the manager of the
company company within company
the meaning of
clause (iii) of
sub-rule (2)
of Rule 5
1 Mr. N. Jagan Rs. 1,34,72,000 Contractual B.S.I.E. August 10, 48 years Managing N.A. Son of
Mohan Reddy (U.S.A) 1994 Director of Mr. N.
(Managing 22 years Rain Radhakrishna
Director) Calcining Ltd Reddy,
Chairman
55
Brother of
Mr. N. Sujith
Kumar Reddy,
Director
2 Mr. T. Rs.94,68,567 Contractual B.Com, April 1, 2012 48 years Vice President N.A. N.A.
Srinivasa Rao FCA (Finance) of
(Chief Financial 24 years Rain CII Carbon
Officer) (Vizag) Ltd
Notes:
1. Gross Remuneration includes salary, taxable allowances, commission, value of perquisites as per the Income-tax Rules, 1962 and Company's
contribution to provident fund/superannuation fund.



MANAGEMENT DISCUSSION AND ANALYSIS

Year 2014 turned out to be a challenging year due to Segment wise Operating profit Mix for CY14
various macro-economic factors including prolonged
weakness in primary Aluminum metal prices, falling
commodity prices in general and Crude Oil price in Carbon
particular, subdued end markets, falling interest rates in 81% Chemical
Europe and adverse currency movements. We had to 15%
endure with continued excess Cement capacity in
SouthIndia coupled with delayed recovery of demand
for Cement. These factors impacted your Companys Cement
performance negatively. Your Company achieved 4%
revenues of Rs.119.4 billion, adjusted operating profit of
Rs.12.2 billion and net profit of Rs. 0.9 billion.
Although there is an increase in revenues by
Rs. 1.9 billion, there is a substantial fall in net profit by
A) CARBON PRODUCTS
Rs. 3.0 billion due to weaker operating margins. After
adjusting for exceptional items of increased pension Carbon Products of Rain Group comprises of Calcined
liability resulting from lower interest rates in Europe, Petroleum Coke (CPC), Coal Tar Pitch (CTP), Trading
inventory write down due to sharp fall in commodity in Green Petroleum Coke (GPC), Co-generated Energy
prices and also a sharp devaluation of Russian Ruble and other derivatives of Coal Tar distillation.
during Q4 2014;your Companys Adjusted net profit for
the current year is Rs. 2.6 billion, as compared to adjusted CPC INDUSTRY STRUCTURE AND DEVELOPMENT
net profit of Rs. 4.5 billion achieved during the previous CPC is produced from GPC, a by-product of the Crude
year. Oil Refining process, through a process known as
Crude Oil Prices USD Per Barrel - (Sharp fall in CY14): Calcining that removes moisture and volatile matter
110 from GPC at high degree of temperature. CPC is produced
100
in two primary forms, Anode Grade CPC for use in the
90
Aluminum Smelting process (representing approximately
77% of Global CPC production) and Industrial Grade
USD Per Barrel
80
CPC for use in the manufacturing of Titanium Dioxide
70
and other industrial applications (representing
60
approximately 23% of Global CPC production). For every
50
ton of Aluminum, approximately 0.4 tons of CPC is
40
consumed in the Aluminum production process.
Jan Feb Mar Apr Mayy Jun Jul Aug Sep Oct Nov Decc
The World CPC production for 2014 is estimated to be
CYY13 CY14
Source: in.investing.com
about 25 million tons, China and North America together
contributes about 60% of the Worlds CPC production.
With this backdrop, the Companys various businesses China continues to play a key role in the CPC industry
present their operations review as follows: and by 2017 Chinas share of the Worlds CPC production
Segment wise Revenue Mix for CY14 is estimated to increase to 54%.
World CPC Production & Demand:
6.80
6.60
Carbon
6.40
72% Chemical
Quantity in MT
6.20
21%
6.00
5.80
5.60
5.40
Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414
Cement
Consumption
7% Production
Source: Management Estimate and Industry

World CPC Geographical Demand Mix: CTP INDUSTRY STRUCTURE AND DEVELOPMENT
CY 2013 11%
Coal Tar is a liquid by-product produced in the coking
ME & Africa (11%) process of converting coal into metallurgical coke, during
this process approximately 80% of the coal volume is
11% Asia & Australia (11%) processed into metallurgical coke. Metallurgical coke is
CIS (8%) used as an important reducing agent and energy source
46% in blast furnaces for the production of pig iron. Thus, the
Europe (9%)
8% supply of Coal Tar is correlated to pig iron production.
N. America (12%) Asia has a share of approximately 77% while the
CIS-countries and Europe account for about 16% of the
9% S. America (3%)
total World Pig Iron production.
China (46%)
World CTP - Production & Demand:
3% 12%
1.60
1.55
Quantity in MT
1.50
CY 2014
12% 1.45
ME & Africa (12%)
1.40
Asia & Australia (11%)
11% 1.35
CIS (8%) 1.30
49% Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414

Europe (8%)
8% Production Consumption
N. America (10%)
S. America (2%)
8% World CTP - Geographical Demand Mix:
China (49%)
10% CY 2013
2%
10%
ME & Africa (10%)
Source: Management Estimate and Industry Asia & Australia (14%)
14%
We estimate that over 130 Oil Refineries world-wide CIS (11%)
43%
produce and sell GPC in varying forms and qualities.
Europe (8%)
Sale of GPC generally does not constitute a material
portion of Refiners revenues. The price of GPC depends 11% N. America (10%)
on the quality and the market in which it will be used, S. America (4%)
and is largely driven by demand and supply conditions
8% China (43%)
in such market. A refiner typically realizes higher prices
4%
for GPC used in the production of Anode Grade CPC 10%
than that used in the production of Industrial Grade CPC.
However, the quality of GPC (whether anode-grade or CY 2014
11%
industrial grade) cannot be modified by Refinery and the ME & Africa (11%)
same largely depends on the type of crude being refined. 46%
Asia & Australia (14%)
14%
In general, CPC and GPC prices move in parallel, as a CIS (10%)
result, CPC producers typically pass on GPC cost
increases or GPC cost decreases to their end customers. Europe (8%)
However, there could be a time lag for CPC prices to 10% N. America (8%)
adjust to changes in GPC prices, as the frequency of CPC S. America (3%)
pricing changes is determined by individual customer
contracts and typically ranges between three to six 8% China (46%)
months. 3% 8%

Coal Tar is a by-product of the metallurgical coke and is World Aluminum Production Growth
sold to coal tar distillers. The Coal Tar distillation business CY 2014 -19 in MT 67.7
64.9
can be grouped into two stages, the primary coal tar 57.2 60.1 62.6
distillation business ("primary distillation") and the follow- 53.7
on processing of selected products of primary distillation

into refined products ("downstream"). Primary distillation
products include CTP, which represents approximately half
of the distillation yield, naphthalene oil and aromatic oils.
About 79% of the world production of CTP is consumed
for the production of Carbon Anodes in the aluminum CY 2014 CY 2015 CY 2016 CY 2017 CY 2018 CY 2019
smelting process. For every ton of Aluminum, Source: Management Estimate and Industry
approximately 0.1 ton of CTP is consumed in the
Aluminum production process. Therefore production of The primary distillation process results in production of
primary Aluminum is one of the most important Coal Tar Pitch, which represents approximately 48% of
determinants of CTP demand. The World CTP consumption distillation yield; Chemical Oils such as Naphthalene Oil,
by aluminum industry for 2014 is estimated to be about which represents approximately 12% of the distillation
4.8 million tons. China accounts for approximately yield and Aromatic Oils such as Creosote, Carbon Black
52% of total consumption while Europe together with the Oil, which represents approximately 40% of the
CIS countries account for approximately 18% and North distillation yield.
America for about 7% of total consumption. Naphthalene as a chemical intermediate is mainly used
The highest increase of CTP consumption by the as a precursor to other chemicals or as a solvent for
aluminum industry from 2013 to 2014 had been seen in chemical reaction. A popular use of Naphthalene is
the Middle East, Asia (including China) and Eastern production of dispersants which are used in construction
Europe, while Western Europe was flat and in North industry as superplasticizers and in production of
America the consumption was shrinking. concrete and gypsum. Therefore demand for Naphthalene
is correlated to the construction industry. According to
According to the recent industry estimates, world demand current industry estimates world construction output is
for primary Aluminum totaled approximately 54.0 million going to increase at about 3.5%. For developed
metric tons in 2014 and is expected to grow to economies a growth rate of 2.7% for construction output
approximately 68.7 million metric tons by 2019, is projected, while for emerging economies a growth rate
representing a CAGR of 5.0%. China accounts for of about 4.8% is expected. Naphthalene is also used in
approximately 50% of total demand for primary production of Phthalic Anhydride, where Naphthalene
Aluminum, while Europe incl. Russia has a share of is a substitute of Ortho-Xylene. Advantages of using
approximately 15% and North America a share of 12%. Naphthalene in manufacturing Phthalic Anhydride had
It is expected that China will increase its share in been in the last years a cost advantage compared to
Aluminum consumption to about 53% of total demand Ortho-Xylene. Phthalic Anhydride is used in
for primary Aluminum by 2019 driven by continuous manufacturing plastics, polyester resins and alkyd resins.
construction activities and higher exports. Western Phthalate esters from Phthalic anhydride are used as
Europe is expected to have an increase in Aluminum plasticizers in production of several PVC products.
production of about 2.1% (CAGR) driven by the
transportation and packaging business. Aromatic oils are sold to different industries. Creosote is
used by the wood treatment industry for the impregnation
World Aluminum Consumption Growth of wood. Carbon black oil is primarily used by rubber
CY2014 -19 in MT 65.9 68.7
and tire industry. Prices for aromatic oils are highly
60.3 63.3
57.2 correlated to price of Fuel Oil. In the first two quarters of
54.0
2014 prices of Fuel Oil with 1% S FOB Rotterdam Barge
were steady at a level over 600 USD/metric ton. Since
third quarter prices decreased rapidly, by fourth quarter
reached a level under 300 USD/metric ton.
After industrial processing, the products made from
naphthalene and industrial oils are indispensable
CY 2014 CY 2015 CY 2016 CY 2017 CY 2018 CY 2019 constituents of many articles of daily life. They are used,

for example, in the leather industry and the construction during such cyclical periods of weak Global demand for
sector, and are processed into items such as car tires and Aluminum.
pharmaceuticals.
World Production of Primary Aluminum &
THREATS AND CHALLENGES corresponding CTP & CPC Consumption 2015-19:
70 29
The key limitations for increasing the supply of CPC
Primary Aluminium in MT
68 26
include the location of suitable new sites to facilitate
CTP & CPC in MT

66 23
production in close proximity to refiners and the 64 20
62 17
availability of suitable quality GPC. GPC is a by-product 60 14
of the oil refining process and is not produced with a 58 11
view toward meeting the supply needs of the World's 56 8
54 5
CPC or Aluminum producers. Changes in the economics 52 2
of oil refiners over the past 15 to 20 years have resulted CY15 CY16 CY17 CY18 CY19
in a trend toward refining heavier and more Sour Crude Prim. Alum. Prod. CTP Consumption CPC Consumption
oils. While refiners continue to build refining capacity Source: Management Estimate and Industry
(and therefore indirectly GPC production capacity), the
worldwide supply of traditional Anode Grade GPC is World GPC Trade:
expected to grow at a slower pace as refineries processing In regards to Naphthalene and aromatic oils as
more Sour Crude oil, which results in lower quality, or by-products of primary distillation risks are related to the
fuel grade, GPC. As a result, global CPC producers have development of the demand of construction industry and
experienced and may continue to experience a reduction the development of prices of correlated commodities.
in the availability of the quality raw materials they require. Decreasing Fuel Oil and Ortho-Xylene prices could
To economically and efficiently support growth in the reduce margins and competiveness of Naphthalene and
Aluminum industry, Rain Group believes that smelters aromatic oils.
and calciners will need to continue to work together to
expand the existing quality specifications for CPC, and B) CHEMICALS
allow for more non-traditional alternative coke blends CHEMICALS INDUSTRY STRUCTURE AND
in the Anode Grade CPC production process. Rain's DEVELOPMENT
patented ICE technology is one method of utilizing
inferior grades of GPC to produce CPC without The Chemical products of Rain Group are derived from
compromising the product quality materially. the downstream refining of primary coal tar distillates
and petro derivatives, like C9 and C10, into chemical
The key limitations for increasing the supply of CTP products such as aromatic chemicals, superplasticizers
include the location of suitable new sites to facilitate and resins & modifiers. Therefore the supply of Chemicals
production in close proximity to Cokeries and the depends on the one hand on CTP production and on the
availability of suitable quality Coal Tar. Coal tar is a liquid other hand on close proximity to refiners and the quantity
by-product produced by the Cokeries in the conversion of available suitable quality petro derivatives, like
process of coal into metallurgical coke and is not
C9 and C10. These chemical products are used in a broad
produced with a view toward meeting the supply needs
variety of end-markets including paints, coatings,
of the World's CTP or Aluminum producers. The World
construction, plastics, paper, tires, rail ties, insulation and
Coal Tar production for 2014 is estimated to be about
foam. Primarily the Chemicals business can be
23.1 million tons. With approximately 18% of total Coal
Tar production in Europe and the CIS countries, supply categorized into four sub product categories:
of Coal tar for most of RTGERS Coal Tar distillation Superplasticizers:The Superplasticizer business
capacity, which also is located in Europe, is currently comprises Naphthalene and polymer-based products that
not under downside risk. In addition RTGERS are used especially as additives for gypsum and concrete,
strengthens its Coal Tar sourcing by about 20%, through such as polymeric dispersants, which are used in the
its Russian JV. formulation of superplasticizers for the concrete industry.
Although the Aluminum industry has experienced Our Superplasticizer business line is a leading supplier
production and consumption growth on a long-term of dispersing agents for a wide range of uses from gypsum
basis, there may be cyclical periods of weak demand wallboards, textiles, leather tanning agents, pulp and
which could result in decreased primary Aluminum paper through agricultural chemicals, ceramics, dyes and
production. Rain Group's sales have historically declined polymer emulsions to lead storage batteries as well as

electroplating and pigment slurries - our products are available, growth is estimated to be more moderate.
indispensable in numerous industries. According to Europe's leading chemical industry
association CEFIC, chemical production in Europe is
Resins & Modifiers: The Resins & Modifiers business line
expected to grow by only 1% in 2015. For Germany an
produces specialty resins, with a wide range of softening
estimated 1.5% growth for 2015 is expected, compared
points and compatibilities, under the brand name
to a decrease of 0.5% in 2014. In general the global
"NOVARES" for the adhesive, coating, rubber and printing
Chemical industry expects an improvement for the years
ink industries. In addition it produces modifiers for
to come through strengthening production volumes and
high-performance coating systems and environmentally
global capacity utilization.
friendly applications for the paper industry. Products are
derived from a variety of raw materials, like carboindene, THREATS AND CHALLENGES
which are provided by group-internal supply, as well as Key threats for Chemical business are the volatility in
C9 and C10 fractions, which are externally sourced. commodity pricing, as well as volatility in
Aromatic Chemicals: The Aromatic Chemicals business currency-exchange rates, and the availability of competitive
line extracts pure products derived from coal tar and other raw material supply. Especially the prices of C9 or C10
sources. These products comprise aromatic hydrocarbons fractions as well as benzene price depend on exchange
as phenols, cresols, xylenols, carbazole and anthracene rates and the price of Petroleum Oil and Fuel Oil.
as well as 3.5-xylenol and acetophenone. These Pricing and procurement risks are reduced through
substances are used in a wide range of industries, such integrated management of sales and supply volumes/
as paper, pharmaceutical, pigments and fragrance pricing, worldwide procurement, optimized processes
industries and are essential in the manufacture of many and long term agreements to ensure reliable sourcing of
products, such as paints, drugs, agrochemicals, additional raw material requirements.
fragrances, disinfectants, paper and dyestuffs. They are
also used in applications in high-tech industries including The Company also witnessed some seasonality in
magnet wire for electrical motors. Chemical business mainly due to wet and/or cold weather
conditions in geographies where its plants and/or end
The global chemical volumes in 2014 were affected by customers are located, and due to general de-stocking
recession in Europe and the slowdown in China and other and slower production at the end of the year.
emerging countries. With overall global production
increase of 2.8%, growth in 2014 was nearly on same C) CEMENT
level as in 2013. The U.S. reached an annual growth CEMENT INDUSTRY STRUCTURE AND
rate of 2% and Europe of 1%. The growth in demand for DEVELOPMENT
Chemicals primarily depends on the manufacturing
The Indian cement industry is the second largest market
sector, which represents the primary customer base for
after China accounting for about 8% of the total global
Chemical Industry. After a Global annual growth of 3.8%
production. It had a total capacity of over
of industrial production output in 2014 annual growth is
360 MillionTonnes as of financial year ended 2013-14
projected to be 4.3% in 2015 and 2016, in particular
and the capacity is expected to increase to around 550
led by Asia, USA and Eastern Europe.
Million Tonnes by financial year 2019-20. Cement is a
With improving economic prospects, in particular cyclical commodity with a high correlation with GDP.
through the development of the manufacturing sector, The housing sector is the biggest demand driver of
global annual growth in Chemicals is projected to be cement, accounting for about 64% of the total
3.6% in 2015 and 3.9% in 2016. The strongest effects consumption. The other major consumers of cement
will be originated by the developing nations of include infrastructure (17%), commercial construction
Asia-Pacific, Africa and the Middle East. Due to (13%) and industrial construction (6%). During last couple
competitive advantages from shale gas, which led to of years, low capacity utilization coupled with weak prices
increasing supply of cheap shale derived raw materials, and increasing input costs are causing performance
like natural gas, North America is also expected to pressure even on the most efficient Cement plants in India.
generate strong growth. According to U.S.'s chemical Due to these subdued operating profits and high debt
industry association ACC (American Chemistry Council), service obligations some of the companies have even
chemical output in the U.S. is expected to grow by deferred their expansion plans. With the improved demand
3.7% in 2015 and by 3.9% in 2016. As in Europe reliable from Infrastructure and Housing sectors coupled with
access to low-cost feedstock from shale gas is not limited capacity additions, the Cement capacity utilization

on Pan India basis has bottomed out in FY 2013-14 and is Near future
forecasted to slowly improve post 2014-15.
Cement demand is closely linked to the overall economic
Cement Consumption by sector growth, particularly the housing and infrastructure sector.
With the Government's thrust on housing and
infrastructure development, cement demand is expected
to increase in the near future. The weakness in the
Industrial Housing international crude oil prices and other commodities
6% 64% should help bring costs under control and improve
profitability of the sector. If inflation comes under control,
the likely lowering of interest rates would be a big positive
Commercial & for the cement sector.
Institutional
13% While temporary challenges remain in the form of excess
capacity, slowing the pace of capacity additions will
improve the overall utilization levels. Also the long term
drivers for cement demand remain intact. Higher
Infrastructure
17% government spending on infrastructure, robust growth
in rural housing and rising per capita incomes would
Source: Management Estimate and Industry contribute to the growth of the industry.
The Indian cement industry grew at a commendable rate Trend in cement capacity utilization levels
in the previous decade, registering a compounded growth 400 82.00%
of about 8%. However, the growth slowed down in the 350 80.00%
period 2011 to 2013 when cement consumption grew at 300
78.00%
Quantity in MT
an average rate of 4%. Moreover, the per capita 250

76.00%
200
consumption of cement in India still remains substantially 150
74.00%
low at about 192 kg when compared with the world 100

72.00%
average which stands at about 365 kg (excluding China). 50 70.00%
This underlines the tremendous scope for growth in the 0 68.00%
Indian cement industry in the long term. FY11 FY12 FY13 FY14
Capacity Production Capacity Utilisation
Cement, being a bulk commodity, is a freight intensive Source: Management Estimate and Industry
industry and transporting it over long distances can prove
to be uneconomical. This has resulted in cement being THREATS AND CHALLENGES
largely a regional play with the industry divided into five
main regions viz. north, south, west, east and the central The Indian Cement industry has witnessed massive
region. The Southern region of India has the highest capacity addition of over 125 million tons during last
five years with the growth in capacity addition is
installed capacity, accounting for about one-third of the
disproportionately high in South India. During the same
country's total installed cement capacity.
period, South Indian Cement Capacity has increased by
Current position approximately 55 million tons. This has resulted in
significant pressure on capacity utilization and price
During the financial year 2013-14 (FY14), India's cement realization as well.
industry grew by 3-4% year-on-year (YoY). The subdued
India's cement industry's average utilization has come
growth was mainly attributable to slowdown in
down drastically from 100%+ level in financial year 2008
construction activities, regulatory delays in infrastructural
to ~73% in financial year 2014 led by weak demand
projects, high interest rates, prolonged monsoons and over supply situation in the industry. We expect cement
natural disasters such as floods and cyclone in some parts demand to improve and capacity utilization to bottom
of the country. The industry witnessed high operating out in Second half of FY15, led by low pace in capacity
costs, including all major cost heads such as raw addition and better demand prospects. The Southern
materials, energy and freight. The steep depreciation of region of the country was facing demand issues due to
the rupee and hike in rail freight and diesel prices further political instability and delay in projects across the
aggravated the concerns. sectors. However, with the reorganization of new states

with the split of Andhra Pradesh, we expect the demand and net profit of Rs. 245.8 million on a Standalone basis.
to pick up and utilization to improve on the back of fresh During the same period, the Company has achieved net
demand for housing, urban and infrastructure revenue from operations of Rs. 119,369.9 million and
development from the new states. net profit of Rs. 885.3 million on a Consolidated basis.
BUSINESS AND GROWTH STRATEGIES The Basic and Diluted Earnings Per Share of the Company
as on December 31, 2014 is Rs. 0.73 on Standalone basis
Rain believes the scale of our vertically integrated
and Rs. 2.63 on Consolidated basis.
Company will provide a platform to continue to develop
higher-margin downstream products. The size and the The Paid up Share Capital of the Company as on
excellent logistic network of Rain's plants allow the December 31, 2014 is Rs. 672,691,358 comprising of
company to realize economies of scale. Rain has 336,345,679 Equity Shares of Rs. 2/- each fully paid-up.
integrated its Coal Tar distillation operations with its
HUMAN RESOURCE DEVELOPMENT AND
downstream operations that efficiently use the products
INDUSTRIAL RELATIONS
derived from its primary distillation process and allow it
to generate incremental margins in excess of the margins The Company believes that the quality of its employees
that it generates through the sale of its primary distillation is the key to its success in the long run and is committed
products. Rain believes it is one of the few Global to provide necessary human resource development and
operators to have implemented a fully integrated training opportunities to equip them with skill, enabling
downstream production process in the Coal Tar them to adapt to contemporary technological
distillation. In addition to providing a long-term and advancements. Industrial relations during the year
reliable source of coal tar supply, the Russian JV offers continued to be cordial and the Company is committed
the flexibility to increase the volume of co-products to maintain good industrial relations through effective
resulting from primary coal tar distillation, which Rain communication, meetings and negotiation.
plans to use to increase the production of downstream The Company employs more than 2,500 employees
products. directly and indirectly through its Subsidiaries across the
Our Company wide strategy is to support process World.
improvement and the development of new, higher margin CAUTIONARY STATEMENT
products and technologies through research and
development initiatives, with a focus on performance, Statements in the Management Discussion and Analysis
sustainability and utilization of alternative raw materials. describing the Company's objectives, projections,
Rain intends to maximize efficiencies and minimize costs estimates, expectations may be forward-looking
across the company by combining the purchasing, trading statements. Actual results may differ materially from those
and R&D functions along all business segments and expressed or implied. Important factors that could make
executing cost reduction initiatives. a difference to the Company's operations include
economic conditions affecting demand/supply and price
INTERNAL CONTROL SYSTEMS AND THEIR conditions in the domestic and overseas markets in which
ADEQUACY the Company operates, changes in the Government
The Company has adequate internal control systems and regulations, tax laws, statutes and other incidental factors.
procedures with regard to purchase of stores and other
raw materials including components, plant and On behalf of the Board of Directors
machinery equipment and for sale of goods and other for RAIN INDUSTRIES LIMITED
assets.
The Company has clearly defined roles and
responsibilities for all managerial positions and all N. Jagan Mohan Reddy N. Sujith Kumar Reddy
operating parameters are monitored and controlled. Managing Director Director
DIN: 00017633 DIN: 00022383
DISCUSSION ON FINANCIAL PERFORMANCE
Place : Hyderabad
During the period under review, the Company has Date : February 27, 2015
achieved revenue from operations of Rs. 77.3 million

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges in India, compliance with the requirements
of Corporate Governance is set out below:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
Rain Industries Limited ("RIL"/the "Company") is committed to implement sound corporate governance practices
with a view to bring about transparency in its operations and maximize shareholder value. The Company's core
philosophy on the code of Corporate Governance is to ensure:
Fair and transparent business practices;
Accountability for performance;
Compliance of applicable statute;
Transparent and timely disclosure of financial and management information;
Effective management control and monitoring of executive performance by the Board; and
Adequate representation of promoter, executive and independent directors on the Board.
2. BOARD OF DIRECTORS :
The Board of Directors along with its Committees provides leadership and guidance to the Company's management
and supervises the Company's performance. As at December 31, 2014, the Board of Directors ("Board") comprises
of Nine Directors, of which eight are Non-Executive Directors. The Company has a non-executive chairman and
five independent directors, comprise more than half the total strength of the Board.
The composition and category of the Board of Directors is as follows:
Sl. No. Name of the Director Designation Category
1 Mr. N. Radhakrishna Reddy Chairman Non - Executive Director (Promoter)
2 Mr. N. Jagan Mohan Reddy Managing Director Executive Director (Promoter)
3 Mr. N. Sujith Kumar Reddy Director Non - Executive Director (Promoter)
4 Mr. S.L. Rao Director Independent Director
5 Mr. Dipankar Basu Director Independent Director
6 Mr. H.L. Zutshi Director Independent Director
7 Mr. G. Krishna Prasad Director Independent Director
8 Ms. Radhika Vijay Additional Director Independent Director (Woman Director)
Haribhakti1
9 Mr. V. Narayanamurthy Nominee Director Non-Executive Director -Nominee of
IDBI Bank
1
Ms. Radhika Vijay Haribhakti was appointed as an Additional Director (Independent Woman Director) on the
Board of the Company with effect from November 6, 2014.

Other Directorships:
The number of directorships and memberships in the committees of Other Companies held by the Directors as on
December 31, 2014 are as under:
Name of the Director No. of Other In Other Companies**
Directorships* Membership Chairmanship
Mr. N. Radhakrishna Reddy 10 - -
Mr. N. Jagan Mohan Reddy 8 1 -
Mr.N. Sujith Kumar Reddy 10 - -
Mr. S.L. Rao 5 - 2
Mr. Dipankar Basu 5 1 2
Mr. H.L. Zutshi 1 1 -
Mr. G. Krishna Prasad 4 - 1
Ms. Radhika Vijay Haribhakti1 4 - -
Mr. V. Narayanamurthy - - -
1
* Includes directorships in the companies incorporated under the Companies Act, 1956.
** Includes only Audit and Shareholders Grievances Committee
None of the Directors hold Directorships in more than 15 Companies.
Board Meetings:
During the year ended December 31, 2014, five Board Meetings were held as against the minimum requirement
of four meetings. The maximum time gap between any of two consecutive meetings did not exceed four months.
The dates on which the Board meetings were held are February 26, 2014, March 28, 2014, May 8, 2014, August
14, 2014 and November 6, 2014.
Attendance of Directors at the meetings:
The details of the attendance of the Directors at the Board meetings held during the year ended December 31,
2014 and at the last Annual General Meeting (AGM) are given below:
Name of the Director Number of Board Meetings Attendance at AGM Held
Held Attended May 8, 2014
Mr. N. Radhakrishna Reddy 5 5 Yes
Mr. N. Jagan Mohan Reddy 5 5 Yes
Mr. N. Sujith Kumar Reddy 5 5 Yes
Mr. G. Krishna Prasad 5 5 Yes
Mr. Yogesh Rastogi1 5 - No
Mr. V. Narayanamurthy 5 - No
Mr. S L Rao 5 4 Yes
Mr. DipankarBasu 5 4 Yes
Mr. H L Zutshi 5 4 Yes
Ms. Radhika Vijay Haribhakti2 5 1 No2
1
ICICI Bank vide their letter dated September 24, 2014 had withdrawn its Nominee Director Mr. YogeshRastogi
from the Board of the Company.
2

Profile of Board of Directors

Brief resume of the Directors, nature of their expertise in specific functional areas and name of Companies in
which they hold directorship and the membership of the committees of the Board are furnished hereunder:
Mr. N. Radhakrishna Reddy
Mr. N. Radhakrishna Reddy (72 years) is the Chairman of Rain Industries Limited. He has more than 45 years
of experience in Construction and Cement Industry. He has been a Director of the Company since 1984.
Currently, he is also on the board of Rain Cements Limited, Renuka Cement Limited, Rain Coke Limited, PCL
Financial Services Private Limited, Arunachala Holdings Private Limited,PR Cement Holdings Limited,Apeetha
Enterprises Private Limited, Lakshmi Sea Foods Limited, Rain Entertainments Private Limited and Pragnya
Priya Foundation. He is the member of Nomination and Remuneration Committee of Rain Cements Limited.
Mr. N. Radhakrishna Reddy holds 10,383,730 equity shares in the Company.
Mr. N Radhakrishna Reddy, Chairman is the father of Mr. N. Jagan Mohan Reddy, Managing Director and
Mr. N. Sujith Kumar Reddy, Director. Other than the said Directors, he is not related to any other Director.
Mr. N. Jagan Mohan Reddy
Mr. N. Jagan Mohan Reddy (48 years) has a Bachelor of Science degree in Industrial Engineering from
Purdue University, U.S.A. He is the founder of Rain CII Carbon (Vizag) Limited (successor of Rain Calcining
Limited) that has started operations in 1998. He was instrumental in the acquisition of (i) Rain CII Carbon
LLC (formerly CII Carbon LLC), a US based company, engaged in the business of manufacture and sale of
Calcined Petroleum Coke (CPC) and generation of energy and (ii) RTGERS N.V., a Belgium-headquartered
Coal Tar Pitch ("CTP") and Chemicals manufacturer. He provides strategy and guidance to the Senior
Management of Rain Group.
He is presently the Managing Director of Rain Industries Limited and Director in Rain CII Carbon (Vizag)
Limited, Rain Cements Limited, Rain Coke Limited, Renuka Cement Limited, Sujala Investments Private
Limited, Focus India Brands Private Limited, Rain Entertainments Private Limited, Moonglow Company
Business Inc, Rain Commodities (USA) Inc, Rain CII Carbon LLC, USA, Rain Carbon Inc., Rain Global Services
LLC, USA, Rain CII Carbon Mauritius Limited, Pragnya Priya Foundation, Rain Carbon Holdings LLC, USA,
Rain Global Holdings LLC, USA and Rain CTP Inc. and Rutgers N.V. He is the member of Audit Committee
of Rain Cements Limited.
Mr. N. Jagan Mohan Reddy holds 100 equity Shares in the Company.
Mr. N. Jagan Mohan Reddy, Managing Director is son of Mr. N. Radhakrishna Reddy, Chairman and brother
of Mr. N. Sujith Kumar Reddy, Director. Other than the said Directors, he is not related to any other Director
of the Company.
Mr. N. Sujith Kumar Reddy
Mr. N. Sujith Kumar Reddy (43 Years) holds a Bachelor's degree in Commerce. He has more than 20 years of
experience in manufacturing and Construction Industry. He is the Managing Director of Rain Cements Limited,
which manufactures and sells Cement under the brand name "Priya Cement". He is also Director of Renuka
Cement Limited, Rain Coke Limited, PCL Financial Services Private Limited, Arunachala Holdings Limited,
Apeetha Enterprises Private Limited, Nivee Holdings Private Limited, Nivee Property Developers Private
Limited, Rain Entertainments Private Limited and PragnyaPriya Foundation.
Mr. N. Sujith Kumar Reddy holds 10,028,770 equity shares in the Company.
Mr. N. Sujith Kumar Reddy, Director is son of Mr. N. Radhakrishna Reddy, Chairman and brother of
Mr. N. Jagan Mohan Reddy, Managing Director. Other than the said Directors, he is not related to any other
Director.
Mr. Dipankar Basu
Mr. Dipankar Basu (79 Years) was previously the Chairman of State Bank of India until his retirement in
August, 1995. While serving as Chairman of State Bank of India, he served concurrently on the Boards of a
number of SBI subsidiaries including those engaged in investment banking and fund management. Between
1996 and 1999, Mr. Basu served as a member of the Disinvestment Commission set up to advise the

Government of India on public sector disinvestments. During 1997-98, Mr. Basu was a member of the
Narasimham Committee on Banking Sector Reforms. Later, during 2004-06, he was a member of the
Appointments Board constituted by Government of India for selection of Chairman and Executive Directors
of Public Sector Banks. Mr. Basu brings with him long experience and wide knowledge of financial markets
in India. He has several years of Board level experience in companies engaged in a wide spectrum of
businesses - both financial and non-financial. He is currently on the Boards of Chambal Fertilizers & Chemicals
Ltd, SBI Cards and Payment Services Pvt Ltd, Asian Paints Ltd, Deepak Fertilizers & Petrochemicals Corp. Ltd
and Rain CII Carbon (Vizag) Limited. He is at present a member of the Investment Advisory Committee of
Army Group Insurance Fund and of the Empowered Committee on External Commercial Borrowings of
Reserve Bank of India. He is the Chairman of Stakeholders Relationship Committee and Nomination and
Remuneration Committee of Deepak Fertilisers& Petrochemicals Corp. Ltd., Chairman of Audit Committee
and Member of Nomination and Remuneration Committee of Asian Paints Limited and Member of Audit
Committee and Nomination and Remuneration Committee of Rain CII Carbon (Vizag) Limited. Mr. Basu
received his Master of Arts (Economics) degree from Delhi University.
Mr. Dipankar Basu holds 140 equity shares in the Company and he is not related to any other Director of the
Company.
Mr. S.L. Rao
Mr. S L Rao (79 Years) is an economist, Distinguished Fellow, Emeritus at The Energy & Resources Institute
(TERI), New Delhi, Board Member, Institute for Social and Economic Change, Bangalore, IIM Kozikode,
CIRC-CUTS Institute of Regulation and Competition and Trustee, Bangalore International Centre and Aga
Khan Foundation, India. He is Member of Advisory Committees including the Competition Commission of
India, the Indian Energy Exchange. He has served for many years on other corporate and institutional Boards.
He was Director-General, National Council of Applied Economic Research, Delhi from 1990 to 1996 and
was the first Chairman of the Central Electricity Regulatory Commission. He had earlier spent 28 years in
management positions in Unilever, Warner Hindustan and Beardsell, five years as management consultant
and designed and ran the National Management Programme (1987 to 1990). He is a columnist in the
"Telegraph", Kolkata, "Financial Express" and "Deccan Herald". He is a widely read commentator on policy
issues in many national and international publications. He has authored or edited 15 books; the last 3 were
"Powering India" (Academic Foundation, 2011), "From Servants or Masters?"Evolution of Professional
Management in India", (Global Business Press, 2007), and "Governing Power", (TERI Press, 2004).
He is on the Boards of Honeywell Automation India Limited, Kanoria Chemicals and Industries Ltd, Global
Trust Capital Finance Pvt Ltd, Insight Alpha Pvt Ltd and Rain CII Carbon (Vizag) Ltd. He is Chairman of Audit
Committee and Member of Nomination and Remuneration Committee of Honeywell Automation India Limited,
Chairman of Nomination and Remuneration Committee of Kanoria Chemicals and Industries Ltd and Chairman
of Audit Committee and Member of Nomination and Remuneration Committee of Rain CII Carbon (Vizag)
Ltd.
Mr. S L Rao does not hold any equity shares of the Company and he is not related to any other Director of the
Company.
Mr. H L Zutshi
Mr. H L Zutshi (72 Years) was the Chairman & Managing Director of Hindustan Petroleum Corporation
Ltd.(HPCL). HPCL is engaged in petroleum refining, marketing and exploration activities and has an annual
turnover of over USD 38 billion. He retired from HPCL in May 2002 after serving as CMD for seven years.
HPCL was the successor company of ExxonMobil in India, after the latter's activities was taken over by the
Government of India in 1974.
Mr. Zutshi was also the Chairman of Mangalore Refineries and Petrochemicals Ltd (MRPL), a joint venture
company between Aditya Birla Group of companies and HPCL, South Asia LPG Ltd, a joint venture between
HPCL and TOTAL of France, HINCOL a joint venture between COLAS SA of France and HPCL and an
Exploration & Production company called Prize Petroleum, joint venture between HPCL and HDFC, ICICI
and TDCI.

He was a member of the Government of India appointed expert Sub-Committee for developing a policy
paper on deregulation etc, which provided inputs for the Hydro Carbon Vision 2025. He was formerly
Chairman of the Petroleum, Coal, Fertilizer and related products Division Council of Bureau of Indian Standards
(BIS), New Delhi, Convener of the Financial Services Sector task force of the Department of Public Enterprises,
which fixed annual performance targets of the Financial Services PSU'S. He was also Advisor Energy &
Hydrocarbon to Mittal S.a.r.l, Luxomberg, and ABN Amro Investments. He was formerly Independent Director
on the Boards of MMTC, MECON Ltd and IDBI Bank Ltd. He was also Special Director for BIFR on the
boards of two companies.
Mr. Zutshi has had a brilliant academic record. He specialised in Mechanical Engineering and was trained in
Management at the Administrative Staff College (Hyderabad), Indian Institute of Management (Ahmedabad)
and Templeton College, Oxford University, UK.
Mr. Zutshi is presently the Managing Trustee of the Energy Research and Social Advancement Foundation,
New Delhi, Ishwar Charitable Trust and also an Independent Director on the Board of Rain CII Carbon
(Vizag) Limited. He is a member of India International Centre, New Delhi. He is the Member of Audit
Committee and Chairman of Nomination and Remuneration Committee of Rain CII Carbon (Vizag) Limited.
Mr. H L Zutshi does not hold any equity shares of the Company and he is not related to any other Director of
the Company.
Mr. G. Krishna Prasad
Mr. G. Krishna Prasad (45 Years) holds a Bachelor's degree in Electronics Engineering from India and a
Masters degree in Computer Science from Wayne State University, Detroit. He worked earlier with Ford
Motor Company in Detroit prior to starting his companies in India. Mr. G. Krishna Prasad is at present
Managing Director in Tecra Systems Private Limited and Emergency Dictation Software Services Private
Limited and Director in Srinija Infrastructure Private Limited and Rain Cements Limited. He is the Chairman
of Audit Committee and Nomination and Remuneration Committee of Rain Cements Limited.
Mr. G. Krishna Prasad does not hold any equity shares of the Company and he is not related to any other
Ms. Radhika Vijay Haribhakti
Ms. Radhika Vijay Haribhakti (57 years) has over 30 years of experience in Commercial and Investment
Banking with Bank of America, JM Morgan Stanley and DSP Merrill Lynch and now heads RH Financial, a
boutique Investment Banking Firm focused on M&A and Private Equity. She is also closely involved with
issues of Women Empowerment, Financial Inclusion and CSR.
In her long Banking career she has advised several large corporates and led their IPOs, FPOs, GDR and ADR
offerings.
She is a Graduate in Commerce from Gujarat University and Post Graduate in Management from Indian
Institute of Management (IIM), Ahmedabad.
She is an Independent Director on the Boards of NavinFlourine International Ltd, EIH Associated Hotels Ltd,
Vistaar Financial Services Private Limited, ICRA Limited and ICRA Techno Analytics Limited.
She is the member of Audit Committee and Nomination and Remuneration Committee of ICRA Techno
Analytics Limited and member of Audit Committee of ICRA Limited and Chairman of Nomination &
Remuneration Committee and Employee Stock Option Scheme Compensation Committee of ICRA Limited.
She is also a member of the Governing Council of Citigroup Micro Enterprise Award and is the Former Chair
of Friends of Women's World Banking (FWWB). She has served on various committees of Chambers of
Commerce including CII's National Committee on Women Empowerment and Bombay Chamber of
Commerce's Task Force on "Mumbai as Offshore Financial Centre".
Ms. Radhika Vijay Haribhakti does not hold any equity shares of the Company and she is not related to any
other Director of the Company.

Mr. V. Narayanamurthy
Mr. V. Narayanamurthy (51 years) holds Master's Degree in Business Economics and Financial Management
and is a Certified Associate of the Indian Institute of Banking & Finance. He is the Nominee Director of IDBI
Bank Limited. He is working with IDBI Bank Limited as General Manager and Executive Assistant to the
Chairman & Managing Director. In a career spanning 26 years in IDBI Bank, he has gained experience in a
wide range of functions including corporate banking, project appraisal, corporate planning & policy, corporate
strategy & research, strategic investments and corporate communications.
Mr. V. Narayanamurthy is a Nominee Director on the Board of Janalakshmi Financial Services Private Limited.
Mr. V. Narayanamurthy does not hold any equity shares of the Company and he is not related to any other
3. BOARD COMMITTEES:
The Company currently has the following Committees of the Board:
a) Audit Committee;
b) Nomination and Remuneration Committee; and
c) Stakeholders Relationship, Grievance and Share Transfer Committee.
a) Audit Committee
Composition:
The Audit Committee was constituted by the Board with 5 Independent Directors and 1 Non-executive
Director (Nominee Director of IDBI Bank Limited) with Independent Director as its Chairman.
The Head of Finance and Accounts, Statutory Auditors and Internal Auditors attend the Audit Committee
meetings on invitation and the Company Secretary acts as the Secretary of the Committee.
The minutes of the meetings of the Audit Committee are circulated to all the members of the Board.
Audit Committee meetings :
Four Audit Committee Meetings were held during the year ended December 31, 2014. The maximum
time gap between any of the two meetings was not more than four months.
The Audit Committee meetings were held on February 25, 2014, May 7, 2014, August 13, 2014 and
November 5, 2014.
Composition of the Audit Committee and the details of meetings held and attended by its members are
given below:
Number of Meetings
Name of the Director Designation
Held Attended
Mr. S L Rao Chairman 4 4
Mr. Dipankar Basu Member 4 4
Mr. H L Zutshi Member 4 4
Mr. G. Krishna Prasad Member 4 3
1
Mr. Yogesh Rastogi Member 4 1
Mr. V. Narayanamurthy Member 4 1
2
Ms. Radhika Vijay Haribhakti Member 4 -
1
ICICI Bank vide their letter dated September 24, 2014 had withdrawn its Nominee Director Mr. Yogesh
Rastogi from the Board of the Company.
2
Ms. Radhika Vijay Haribhakti was appointed as an Additional Director (Independent Woman Director) on
the Board of the Company and Audit Committee with effect from November 6, 2014.

Terms of Reference:
The terms of reference of the Audit Committee are as under:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the
Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the board for
approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring
agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
21. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
22. Review and monitor the auditor's independence and performance and effectiveness of audit process;
23. Examination of the financial statement and the auditors' report thereon;
24. Approval or any subsequent modification of transactions of the company with related parties;
25. Scrutiny of inter-corporate loans and investments;
26. Valuation of undertakings or assets of the company, wherever it is necessary;
27. Evaluation of internal financial controls and risk management systems;
28. Monitoring the end use of funds raised through public offers and related matters;
29. The Audit Committee may call for the comments of the auditors about internal control systems, the
scope of audit, including the observations of the auditors and review of financial statement before their
submission to the Board and may also discuss any related issues with the internal and statutory auditors
and the management of the company; and
30. The Audit Committee shall have authority to investigate into any matter in relation to the items specified
(as mentioned at S.No. 21 to 28 above) or referred to it by the Board and for this purpose shall have
power to obtain professional advice from external sources and have full access to information contained
in the records of the company.
31. The auditors of a company and the key managerial personnel shall have a right to be heard in the
meetings of the Audit Committee when it considers the auditor's report but shall not have the right to
vote.
b) Nomination and Remuneration Committee
Composition:
The Nomination and Remuneration Committee was constituted by the Board with 5 Independent Directors
and 1 Non-executive Director (Nominee Director of IDBI Bank) with Independent Director as its Chairman.
The Company Secretary acts as the Secretary of the Committee.
The minutes of the meetings of the Nomination and Remuneration Committee are circulated to all the
members of the Board.
Composition of the Committee is given below:
Mr. H L Zutshi Chairman
Mr. Dipankar Basu Member
Mr. S L Rao Member
Mr. G. Krishna Prasad Member
Mr. V. Narayanamurthy Member
1
Ms. Radhika Vijay Haribhakti Member
1
Ms. Radhika Vijay Haribhakti was appointed as an Additional Director (Independent WomanDirector) on
the Board of the Company and Nomination and RemunerationCommittee with effect from November 6,
2014.

Brief description of terms of reference

identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their appointment
and removal;
carry on the evaluation of every director's performance;
formulation of the criteria for determining qualifications, positive attributes and independence of a
director;
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel
and other employees;
formulation of criteria for evaluation of Independent Directors and the Board;
devising a policy on Board diversity; and
any other matter as the Board may decide from time to time.
Nomination and Remuneration Committee meetings
During the period from January 1, 2014 to December 31, 2014, Nomination and Remuneration Committee
Meetings were held on August 13, 2014 and November 5, 2014.
Composition of the Nomination and Remuneration Committee and the details of meetings held and attended
by its members are given below:
Number of Meetings
Held Attended
Mr. H L Zutshi Chairman 2 2
Mr. Dipankar Basu Member 2 2
Mr. S L Rao Member 2 2
Mr. G. Krishna Prasad Member 2 2
Mr. Yogesh Rastogi1 Member 2 -
Mr. V. Narayanamurthy Member 2 -
Ms. Radhika Vijay Haribhakti2 Member 2 -
1
ICICI Bank vide their letter dated September 24, 2014 had withdrawn its Nominee Director Mr. Yogesh
Rastogi from the Board of the Company.
2
the Board of the Company and Nomination and Remuneration Committee with effect from November 6,
2014.
Nomination and Remuneration policy
The compensation of the executive directors comprises of fixed component and commission. The
compensation is determined based on the remuneration prevailing in the industry and the performance
of the Company. The remuneration package of the executive directors is periodically reviewed and
suitable revision is recommended to the Board by the committee.
The Non-executive directors are paid sitting fees for attending meetings of Board/Committee.
Details of remuneration to all the Directors
Following are the details of sitting fees paid to the Directors for attending Board and Committee Meetings for
the year ended December 31, 2014:

Name of the Director Amount Rs.

Mr. N. Radhakrishna Reddy 1,60,000
Mr. G. Krishna Prasad 3,00,000
Mr. Yogesh Rastogi1 20,000
2
Mr. V. Narayanamurthy 20,000
Mr. S L Rao 3,00,000
Mr. DipankarBasu 3,00,000
Mr. H L Zutshi 3,00,000
3
Ms. Radhika Vijay Haribhakti 50,000
1
Paid to ICICI Bank
2
Paid to IDBI Bank
3
the Board of the Company, Audit and Nomination and Remuneration Committee with effect from November
6, 2014.
Mr. N. Radhakrishna Reddy, Mr. Dipankar Basu, Mr. S.L. Rao, Mr. H.L.Zutshi, Mr. G. Krishna Prasad,
Ms. Radhika Vijay Haribhakti, Mr. V. Narayana Murthy and Mr. Yogesh Rastogi, Non-Executive Directors
were paid sitting fees for attending the Meetings.
The Remuneration paid to the Whole-time Directors during the year is as follows:
Name of the Salary Benefits Bonuses Pension Commi- Service Notice Total
Director and ssion contracts period
Designation
Mr. N. Jagan 96,00,000 38,72,000 - - - Appointed for As per the 1,34,72,000
Mohan Reddy, a period of Rules of the
Managing 5 years w.e.f. Company
Director 10th February,
2011
There were no severance fees, stock option plan or performance linked incentive for the Executive/
Non-Executive Directors. The appointment of Managing Director is made for a period of five years on the
terms and conditions contained in the respective resolutions passed by the Members in the General Meetings.
Shares held by Non-Executive Directors
The number of equity shares of the Company held by Non-Executive Directors, as on December 31, 2014
are as follows:
Name of the Director No. of Equity Shares (face value of Rs. 2 each)
held in the Company
Mr. N. Radhakrishna Reddy 10,383,730
Mr. N. Sujith Kumar Reddy 10,028,770
Mr. G. Krishna Prasad -NIL -
Mr. V. Narayanamurthy -NIL -
Mr. S L Rao -NIL -
Mr. Dipankar Basu 140
Mr. H L Zutshi -NIL -
Ms. Radhika Vijay Haribhakti -NIL-

c) Stake Holders Relationship, Grievance and Share Transfer Committee

Composition
The Committee consists of the following Directors:
Mr. N. Radhakrishna Reddy Chairman
Mr. N. Jagan Mohan Reddy Member
Mr. N. Sujith Kumar Reddy Member
Terms of Reference
Stake Holders Relationship, Grievance and Share Transfer Committee oversees and reviews all matters
connected with the securities transfers and also looks into redressing of shareholders complaints like
transfer of shares, non-receipt of annual reports/dividends, etc.
The Committee oversees the performance of the Registrar and Transfer agents and recommends measures
for overall improvement in the quality of investor services.
Name and designation of Compliance Officer:
Mr. S. Venkat Ramana Reddy, Company Secretary
Email-id for Investor Grievances: secretarial@rain-industries.com
Number of Shareholders complaints received so far.
During the year ended December 31, 2014, the Company has received and resolved 218 complaints
and there were no pending complaints as at the year end.
Number of complaints not resolved to the satisfaction of shareholders is Nil.
4. GENERAL BODY MEETINGS:

The details of date, location and time of the last three Annual General Meetings held are as under:
Financial year ended Date Time Venue
December, 31
2013 May 8, 2014 11.00 AM KLN Prasad Auditorium, FAPCCI,
2012 April 27, 2013 11.00 AM Red Hills, Hyderabad-500 004.
2011 April 25, 2012 11.00 AM
Special Resolutions passed during the previous three Annual General Meetings:
i) 39th Annual General Meeting - May 8, 2014 - No special resolutions were passed.
ii) 38th Annual General Meeting - April 27, 2013
Appointment of Mr. Jagan Mohan Reddy Nellore (Managing Director of the Company) as Chief Executive
Officer of CPC Holdings USA LLC., (CPCUSA), a step down wholly owned subsidiary company.
iii) 37th Annual General Meeting - April 25, 2012 - No special resolutions were passed.
iv) Special resolution passed last year through postal ballot
Special Resolution was passed pursuant to postal ballot notice dated August 14, 2014 to seek approval of
Members for the following:
(a) Authorisation to the Board of Directors to borrow monies beyond the paid-up capital and free reserves
pursuant to Section 180(1)(c) of the Companies Act, 2013.
(b) Authorisation to the Board of Directors to create mortgage/charge/pledge/Hypothecation on the properties
of the Company for securing loans etc., pursuant to Section 180(1)(a) of the Companies Act, 2013.

(c) Authorisation to the Board of Directors to enter into contracts/arrangements/transactions with Related
Parties under Section 188 of the Companies Act, 2013.
(d) Amendment of Articles of Association of the Company in consistent with the Companies Act, 2013.
(e) Authorisation to the Board of Directors to make investments, give loans, provide guarantee or security
under section 186 of the Companies Act, 2013.
(f) Authorisation to the Board of Directors to pay Commission to the Non-Executive Directors of the Company
under section 197 and 198 of the Companies Act, 2013.
(g) Amendment of Clause III(A) i.e., Main objects and deletion of Clause III(C) i.e., other objects in the
Memorandum of Association of the Company under Section 13 of the Companies Act, 2013.
The details of voting pattern for postal ballot are given below:
Resolution Promoter/ No. of Equity No. of votes % of Votes No. of Votes No. of % of Votes % of Votes
(a) Public shares held polled Polled on - in favour Votes - in favour against
outstanding Against on votes on votes
shares polled polled
(1) (2) (3)= (4) (5) (6)= (7)=
[(2)/(1)] [(4)/(2)] [(5)/(2)]
*100 *100 *100
Authorisation to the Promoter
Board of Directors to and
borrow monies Promoter
beyond the paid-up Group 146,052,385 137,463,460 94.12 137,463,460 - 100.000 -
capital and free Public -
reserves pursuant to Institutional
Section 180(1)(c) of Holders 135,077,948 52,743,112 39.05 52,743,112 - 100.000 -
the Companies Act,
Public -
2013.
Others 55,215,346 2,958,206 5.36 2,942,781 10,540 99.479 0.356
Total 336,345,679 193,164,778 57.43 193,149,353 10,540 99.992 0.005
(b) Public shares held polled Polled on - in favour Votes - in favour against
(1) (2) (3)= (4) (5) (6)= (7)=
[(2)/(1)] [(4)/(2)] [(5)/(2)]
*100 *100 *100
create mortgage/ Promoter
charge/pledge/ Group 146,052,385 137,463,460 94.12 137,463,460 - 100.000 -
Hypothecation on the
properties of the Public -
Company for securing Institutional
loans etc., pursuant to Holders 135,077,948 52,743,112 39.05 52,743,112 - 100.000 -
Section 180(1)(a) of Public -
the Companies Act, Others 55,215,346 2,958,206 5.36 2,943,396 8,910 99.499 0.301
2013. Total 336,345,679 193,164,778 57.43 193,149,968 8,910 99.992 0.005

(c) Public shares held polled Polled on - in favour Votes - in favour against
(1) (2) (3)= (4) (5) (6)= (7)=
[(2)/(1)] [(4)/(2)] [(5)/(2)]
*100 *100 *100
enter into contracts/ Promoter
arrangements/ Group 146,052,385 137,463,460 94.12 - - - -
transactions with
Public -
Related Parties under
Institutional
Section 188 of the
Holders 135,077,948 52,743,112 39.05 52,743,112 - 100.000 -
Companies Act,
2013. Public -
Others 55,215,346 2,958,206 5.36 1,479,451 9,465 50.012 0.320
Total 336,345,679 193,164,778 57.43 54,222,563 9,465 28.071 0.005
(d) Public shares held polled Polled on - in favour Votes - in favour against
(1) (2) (3)= (4) (5) (6)= (7)=
[(2)/(1)] [(4)/(2)] [(5)/(2)]
*100 *100 *100
Amendment of Promoter
Articles of and
Association of the Promoter
Company in Group 146,052,385 137,463,460 94.12 137,463,460 - 100.000 -
consistent with the
Public -
Companies Act,
Institutional
2013.
Holders 135,077,948 52,743,112 39.05 52,566,741 176,371 99.666 -
Public -
Others 55,215,346 2,958,206 5.36 2,946,201 5,700 99.594 -
Total 336,345,679 193,164,778 57.43 192,976,402 182,071 99.902 0.094

(e) Public shares held polled Polled on - in favour Votes - in favour against
(1) (2) (3)= (4) (5) (6)= (7)=
[(2)/(1)] [(4)/(2)] [(5)/(2)]
*100 *100 *100
make investments, Promoter
give loans, provide Group 146,052,385 137,463,460 94.12 137,463,460 - 100.000 -
guarantee or security
Public -
under section 186 of
Institutional
the Companies Act,
Holders 135,077,948 52,743,112 39.05 48,748,700 3,994,412 92.427 7.573
2013.
Public -
Others 55,215,346 2,958,206 5.36 2,927,596 24,165 98.965 0.817
Total 336,345,679 193,164,778 57.43 189,139,756 4,018,577 97.916 2.080
(f) Public shares held polled Polled on - in favour Votes - in favour against
(1) (2) (3)= (4) (5) (6)= (7)=
[(2)/(1)] [(4)/(2)] [(5)/(2)]
*100 *100 *100
pay Commission to Promoter
the Non-Executive Group 146,052,385 137,463,460 94.12 137,463,460 - 100.000 -
Directors of the
Public -
Company under
Institutional
section 197 and 198
Holders 135,077,948 52,743,112 39.05 52,743,112 - 100.000 -
of the Companies
Act, 2013. Public -
Others 55,215,346 2,958,206 5.36 2,923,055 28,346 98.812 0.958
Total 336,345,679 193,164,778 57.43 193,129,627 28,346 99.982 0.015

(g) Public shares held polled Polled on - in favour Votes - in favour against
(1) (2) (3)= (4) (5) (6)= (7)=
[(2)/(1)] [(4)/(2)] [(5)/(2)]
*100 *100 *100
Amendment of Clause Promoter
III (A) i.e., Main and
objects and deletion Promoter
of Clause III (C) i.e., Group 146,052,385 137,463,460 94.12 137,463,460 - 100.000 -
other objects in the
Public -
Memorandum of
Institutional
Association of the
Holders 135,077,948 52,743,112 39.05 52,743,112 - 100.000 -
Company under
Section 13 of the Public -
Companies Act, Others 55,215,346 2,958,206 5.36 2,942,621 9,085 99.473 0.307
2013. Total 336,345,679 193,164,778 57.43 193,149,193 9,085 99.992 0.005
The Board had appointed Mr. D.V.M. Gopal, Practicing Company Secretary as Scrutinizer to conduct the Postal
Ballot voting process in a fair and transparent manner.
The procedure for Postal Ballot is as per section 110 of the Companies Act, 2013 read with Rule 22 of Companies
(Management and Administration) Rules, 2014.
The scrutiniser submitted a report to the Chairman stating that the resolutions have been duly passed by the
members with requisite majority.
5. DISCLOSURES:
a) Related party transactions
During the year ended December 31, 2014, there were no materially significant related party transactions,
which had potential conflict with the interests of the Company at large. The transactions with related parties
are disclosed in the Note 31 to the Annual Accounts.
b) Details of non-compliance etc.,
A Statement of Compliance with all Laws and Regulations as certified by the Managing Director and Company
Secretary is placed at periodic intervals for review by the Board.
There were no instances of non-compliance, penalty or strictures imposed on the company by Stock Exchange
or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
c) Disclosure of Accounting Treatment:
The Company has followed the accounting standards in the preparation of its financial statements.
d) Whistle Blower policy
The Board of Directors of the Company had adopted the Whistle Blower Policy and appointed an ombudsman.
Employees can report to the Management concerned unethical behavior, act or suspected fraud or violation
of the Company's Code of Conduct policy.

The Audit Committee reviews periodically the functioning of whistle blower mechanism.
No employee has been denied access to the Audit Committee. A copy of the Whistle Blower Policy is also
hosted on the website of the Company:www.rain-industries.com.
The ombudsman had not received any complaint during the Financial Year ended 31st December, 2014.
e) Board Disclosures - Risk Management
The Company has constituted Risk Management Committee and Risk Management Policy which has been
adopted by the Board of Directors. Currently, the Company's risk management approach comprises of the
following:
Governance of Risk
Identification of Risk
Assessment and control of Risk
The risks have been prioritized through a company-wide exercise. Members of Senior Management have
undertaken the ownership and are working on mitigating the same through co-ordination among the various
departments, insurance coverage, security policy and personal accident coverage for lives of all employees.
The Company had appointed a Risk Officer and also put in place the risk management framework, which
helps to identify various risks cutting across its business lines. The risks are identified and are discussed by
the representatives from various functions.
The details of Risks identified and mitigation measures undertaken are presented to the Board of Directors
and the Audit Committee on a quarterly basis. The Board and the Audit Committee provides oversight and
review the risk management policy periodically.
A detailed note on the risks is included in the Management Discussion and Analysis annexed to the Directors'
Report.
f) Subsidiary Companies
The Company has two material unlisted subsidiaries in India. An independent director of the Company is a
director on the Board of these subsidiaries. The Audit Committee of the Company reviews the financial
statements of the subsidiaries and the minutes of the Board meetings of these subsidiaries are also periodically
placed at the Board meeting of the Company.
g) Code of Conduct
The Board has laid down a Code of Conduct covering the ethical requirements to be complied with covering
all the Board members and Senior Management Personnel of the Company. An affirmation of compliance
with the code is received from them on an annual basis.
h) CEO and CFO Certification
The Managing Director and the CFO have given a Certificate to the Board as contemplated in Clause 49 of
the Listing Agreement and is separately annexed.
i) Proceeds from public issues, rights issues, preferential issues, etc.
During the year ended December 31, 2014, there were no proceeds from public issues, rights issues,
preferential issues, etc.

j) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of
this clause.
The Company has complied with all the mandatory requirements of the Clause 49 of the Listing Agreement.
Separate persons to the post of Chairman and Managing Director and Reporting of Internal Auditors to the
Audit Committee have been adopted from non-mandatory requirements.
k) Details about familiarization of programme.
Senior management personnel of the Company make presentations to the Board Members on a periodical
basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc.
and seek their opinions and suggestions on the same. Also, the Directors are briefed on their specific
responsibilities and duties that may arise from time to time. Any new Director who joins the Board is presented
with a brief background of the Company, its operations and is informed of the important policies of the
Company including the Code of Conduct for Directors and Senior Management Personnel and the Code of
Conduct for Prevention of Insider Trading, Policy on Related Party Transactions, Policy on Remuneration,
Policy on material events as per Clause 36 of the Listing Agreement, Policy on material subsidiaries, Whistle
blower policy, Risk Management Policy and Corporate Social Responsibility policy.
The Statutory Auditors and Internal Auditors of the Company have made a presentation to the Board of
Directors with regard to provisions of Companies Act, 2013 and amended Clause-49 of the Listing Agreement
and its impact on the Company. Further Statutory Auditors and Senior Management will make a presentation
to the Board of Directors on regulatory changes while approving the Quarterly Financial Results.
Web link: www.rain-industries.com/Investor Relations
l) Policy on Material Subsidiaries.
In terms of Clause 49 of the listing agreement, the Board of Directors have adopted a policy with regard to
determination of Material Subsidiaries.
The policy is placed on the website of the company www.rain-industries.com
m) Related Party Transactions policy.
In terms of Clause 49 of the listing agreement,the Board of Directors of the Company have adopted a policy
to determine Related Party Transactions.
The policy is placed on the website of the company www.rain-industries.com
6. MEANS OF COMMUNICATION
a) Quarterly results
The quarterly results of the Company are published in accordance with the requirements of the listing
agreement, in widely circulated news papers namely Business Standard (English daily) and Andhra Prabha
(Telugu daily).
b) News releases, presentations, etc.
Official news releases along with quarterly results are displayed on the Company's
website: www.rain-industries.com
The Company presentations made to the investors/ analysts are placed on the Company's
website: www.rain-industries.com
c) Management Discussion and Analysis (MDA) Report
The report on MDA is annexed to the Directors' Report and forms part of this Annual Report.

7. GENERAL SHAREHOLDER INFORMATION
a) Annual General Meeting : 40th Annual General Meeting
Date : June 11, 2015
Time : 11:00 a.m.
Venue : KLN Prasad Auditorium, The Federation of

Telangana and Andhra Pradesh Chambers of
Commerce and Industry (FTAPCCI), Red Hills,
Hyderabad-500 004, Telangana State.
b) Financial Calendar : January 1, 2015 to December 31, 2015. Tentative

Schedule for considering Financial Results:
For the Quarter ending March 31, 2015 : April/May, 2015
For the Quarter ending June 30, 2015 : July/August, 2015
For the Quarter ending September 30, 2015 : October /November, 2015
For the Quarter/Year ending December 31, 2015 : January/February, 2016
c) Dates of Book Closures : 4th June, 2015 to 11th June, 2015 (both days inclusive)
d) Dividend Payment Date : -NIL-
e) Listing on Stock Exchanges: Company's equity shares are listed at:
Name and Address of the Stock Exchange Scrip Code

BSE Limited, 500339
Phiroze JeeJeebhoy Towers,
Dalal street,
Mumbai-400 001.
National Stock Exchange of India Limited, RAIN
Exchange Plaza, Floor 5, Plot # C/1,
Bandra-Kurla Complex, Bandra (East),
Mumbai - 400051
The listing fees for the year 2014-15 has been paid to the above stock exchanges.

f) Market Price Data: High and low during each month from January 1, 2014 to December 31, 2014.
BSE LIMITED (BSE)
Month High (Rs.) Low (Rs.) No. of Shares traded
January, 2014 37.70 34.25 201,943
February, 2014 42.10 35.00 983,676
March, 2014 37.00 34.00 1,116,468
April, 2014 43.00 35.70 578,740
May, 2014 54.15 30.60 30,334,138
June, 2014 54.10 42.20 4,051,400
July, 2014 45.50 37.10 1,871,623
August, 2014 46.65 38.45 2,224,447
September, 2014 60.30 43.05 8,307,800
October, 2014 51.00 44.45 1,387,536
November, 2014 54.00 48.45 2,405,669
December, 2014 52.00 40.70 1,293,116
Share Prices at BSE
65.00
60.00
55.00
Price (Rs)
50.00
45.00
40.00
35.00
30.00
Jan- Feb- Mar- Apr- May- Jun- Jul- Aug- Sep- Oct- Nov- Dec-
14 14 14 14 14 14 14 14 14 14 14 14
High Low

NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

Month High (Rs.) Low (Rs.) No. of Shares traded
January, 2014 38.00 34.80 7,47,590
February, 2014 42.45 34.85 27,02,135
March, 2014 37.10 34.00 14,71,704
April, 2014 43.00 36.00 31,39,800
May, 2014 53.75 30.60 3,84,63,444
June, 2014 54.05 42.05 1,15,50,174
July, 2014 45.35 36.75 78,66,986
August, 2014 46.70 38.15 92,21,339
September, 2014 60.50 43.05 3,04,02,533
October, 2014 51.45 44.50 49,96,789
November, 2014 53.85 48.35 11,028,326
December, 2014 52.00 40.70 4,437,205
Share Prices at NSE
65
60
55
Price (Rs)
50
45
40
35
30
14 14 14 14 14 14 14 14 14 14 14 14
High Low

g) Performance in comparison to broad based indices of BSE Sensex:

65.00 30,000
29,000
60.00
28,000
55.00 27,000
26,000
50.00
25,000
45.00
24,000
40.00 23,000
22,000
35.00
21,000
30.00 20,000
14 14 14 14 14 14 14 14 14 14 14 14
Price (High) Sensex (Close)
Comparison between the Share price- High and Sensex index close price.
Performance in comparison to broad based indices of Nifty:

65.00 9,000
60.00 8,500
55.00
8,000
50.00
7,500
45.00
7,000
40.00
35.00 6,500
30.00 6,000
14 14 14 14 14 14 14 14 14 14 14 14
Price (High) Nifty (Close)
Comparison between the Share price- High and Nifty index close price.
h) Registrar & Share Transfer Agents:

(for Shares held in both Physical and Demat mode)
Karvy Computershare Private Limited
(Unit: Rain Industries Limited)
Plot No.17 to 24, Vittal Rao Nagar,
Madhapur, Hyderabad - 500 081,
Telangana State.
CIN: U74140TG2003PTC041636
Phone # 91-40-44655189; Fax # 91-40-23420814 / 23420857
Email id: murthy.psrch@karvy.com

i) Share transfer System and Dematerialization of Shares:

SEBI vide its Circular No. CIR/MIRSD/8 /2012, dated July 5, 2012 has reduced the time-line for registering
the transfer of shares to 15 days,the Physical share transfers are processed and the share certificates are
returned to the shareholders within a maximum period of 15 days from the date of receipt, subject to the
documents being valid and complete in all respects.
Any transferee who wishes to dematerialize the shares may approach a Depository participant along with a
duly filled Demat Request Form, who shall, on the basis of the Share Certificate, generate a demat request
and send the same to the Registrar and Share transfer Agents (RTA). On receipt, the Depository Registrar
confirms the request.
All requests for Dematerialization of shares are processed and the confirmation is given to the respective
Depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL), within 21 days of receipt.
j) Distribution of Share holding
Share holding pattern as on December 31, 2014:
Sl.No. Category No. of shares Percentage of
held shareholding
1. Promoters/Directors/ Associates 137,463,460 40.87
2. Mutual Funds and UTI 55,771,324 16.58
3. Banks, Financial Institutions, Insurance Companies
(Central/State Government Institutions/
Non-Government Institutions) 119,613 0.04
4. FIIs 52,708,201 15.67
5. Private Corporate Bodies 31,675,925 9.42
6. Indian Public 44,115,426 13.12
7. NRIs/OCBs 12,585,549 3.74
8. Others 1,906,181 0.57
TOTAL 336,345,679 100.00
NRIs/OCBs 12,585,549 Others 1,906,181
3.74% 0.57%
Indian Public
44,115,426
13.12%
Private
Corporate
Bodies Promoters
31,675,925 137,463,460
9.42% 40.87%
FIIs, 52,708,201
15.67%
Banks and FIs

119,613 Mutual Funds
0.04% 55,771,324
16.58%

Distribution of Share holding as on December 31, 2014

Share/Debenture
Share/Debenture Holder
Shares or Debenture Holder
Holding of Number % to Total Shares In Rs. % to Total
nominal value of Nos Amount
1 - 5,000 39,227 93.27 21,539,033 43,078,066 6.40
5,001 - 10,000 1,521 3.62 5,819,022 11,638,044 1.73
10,001 - 20,000 598 1.42 4,430,857 8,861,714 1.32
20,001 - 30,000 224 0.53 2,847,424 5,694,848 0.85
30,001 - 40,000 88 0.21 1,602,849 3,205,698 0.48
40,001 - 50,000 94 0.22 2,159,857 4,319,714 0.64
50,001 - 100,000 108 0.26 3,945,471 7,890,942 1.17
100,001 and above 197 0.47 294,001,166 588,002,332 87.41
TOTAL 42,057 100.00 336,345,679 672,691,358 100.00
k) Dematerialisation of Shares & Liquidity

The Company's shares are available for dematerialisation with both the Depositories, National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
323,183,229 equity shares were dematerialised representing 96.09 % of the total paid up equity share
capital of the Company as on December 31, 2014.
ISIN: INE855B01025
l) Plant Locations:
None
m) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on
equity.
The Company has not issued any GDRs/ADRs and there are no outstanding warrants or any Convertible
instruments.
n) Address for Correspondence:
Company Secretary
Rain Industries Limited
Regd. Off: "Rain Center", 34, Srinagar Colony,
Hyderabad - 500 073,Telangana State, India.
Phone No.040-40401234, 040-40401259
Fax No. 040-40401214.
CIN:L26942TG1974PLC001693
E-mail: secretarial@rain-industries.com (for investor grievance)
Website: www.rain-industries.com



DECLARATION
As provided under Clause-49 of the Listing Agreement with the Stock Exchanges, the Board of Directors and the
Senior Management Personnel have confirmed compliance with the Code of Conduct and Ethics for the financial year
ended December 31, 2014.
N. Jagan Mohan Reddy

Place: Hyderabad Managing Director
Date : February 27, 2015 DIN: 00017633
CEO AND CFO CERTIFICATE

We hereby certify that :
a) we have reviewed financial statements and the cash flow statement for the Financial Year ended 31st December,
2014 and that to the best of our knowledge and belief:
i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii) these statements together present a true and fair view of the Company's affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief no transactions entered into by the Company during the year
which are fraudulent, illegal or violative of the Company's code of conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and
we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.
d) We have indicated to the Auditors and the Audit Committee that there are no:
i) significant changes in internal control over financial reporting during the year;
ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes
to the financial statements; and
iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having significant role in the company's internal control system over financial
reporting.
For Rain Industries Limited
N. Jagan Mohan Reddy T. Srinivasa Rao

Place: Hyderabad Managing Director Chief Financial Officer
Date : February 27, 2015 DIN: 00017633 M.No. F29080

Auditors certificate on compliance with the conditions of Corporate Governance

under Clause 49 of the Listing Agreement
To,
The Members of Rain Industries Limited (Formerly Rain Commodities Limited)
We have examined the compliance of conditions of Corporate Governance by Rain Industries Limited (Formerly Rain
Commodities Limited) (the Company) for the year ended December 31, 2014, as stipulated in clause 49 of the Listing
Agreement of the company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreement.
We further state that such compliance is neither an assurance as to the future viability of the company nor the
efficiency or effectiveness with which the management has conducted the affairs of the company.
for B S R & Associates LLP

Chartered Accountants
Firm registration Number: 116231W/ W-100024
Sriram Mahalingam
Place: Hyderabad Partner
Date : February 27, 2015 Membership Number: 049642

INDEPENDENT AUDITOR'S REPORT Opinion

In our opinion and to the best of our information and
To the Members of according to the explanations given to us, the financial
Rain Industries Limited statements give the information required by the Act/ 2013
(formerly Rain Commodities Limited) Act in the manner so required and give a true and fair
Report on the Financial Statements view in conformity with the accounting principles
generally accepted in India:
We have audited the accompanying financial statements
of Rain Industries Limited (Formerly Rain Commodities (a) in the case of the Balance Sheet, of the state of affairs
Limited), ("the Company"), which comprises the Balance of the Company as at December 31, 2014;
Sheet as at December 31, 2014, the Statement of Profit (b) in the case of the Statement of Profit and Loss, of the
and Loss and the Cash Flow Statement for the year then profit for the year ended on that date; and
ended and a summary of significant accounting policies (c) in the case of the Cash Flow Statement, of the cash
and other explanatory information. flows for the year ended on that date.
Management's Responsibility for the Financial Statements Report on Other Legal and Regulatory Requirements
Management is responsible for the preparation of these 1. As required by the Companies (Auditor's Report)
financial statements that give a true and fair view of the Order, 2003 ("the Order"), as amended, issued by
financial position, financial performance and cash flows the Central Government of India in terms of
of the Company in accordance with the Accounting sub-section (4A) of Section 227 of the Act, we enclose
Standards referred to in sub-section (3C) of Section 211 in the Annexure a statement on the matters specified
of the Companies Act, 1956 ("the Act") and Section 133 in paragraphs 4 and 5 of the Order.
of the Companies Act, 2013 ("2013 Act") to the extent
applicable. This responsibility includes the design, 2. As required by Section 227 (3) of the Act/ Section
implementation and maintenance of internal control 143(3) of the 2013 Act to the extent applicable, we
relevant to the preparation and presentation of the report that:
financial statements that give a true and fair view and are (a) we have obtained all the information and
free from material misstatement, whether due to fraud or explanations which to the best of our knowledge
error. and belief were necessary for the purpose of our
Auditor's Responsibility audit;
Our responsibility is to express an opinion on these (b) in our opinion proper books of account as required
financial statements based on our audit. We conducted by law have been kept by the Company so far as
our audit in accordance with the Standards on Auditing appears from our examination of those books;
issued by the Institute of Chartered Accountants of India. (c) the Balance Sheet, the Statement of Profit and
Those Standards require that we comply with ethical Loss and the Cash Flow Statement dealt with by
requirements and plan and perform the audit to obtain this Report are in agreement with the books of
reasonable assurance about whether the financial account;
statements are free from material misstatement. (d) in our opinion, the Balance Sheet, the Statement
An audit involves performing procedures to obtain audit of Profit and Loss, and the Cash Flow Statement
evidence about the amounts and disclosures in the comply with the Accounting Standards referred
financial statements. The procedures selected depend on to in sub-section (3C) of Section 211 of the Act
the auditor's judgment, including the assessment of the and Section 133 of the 2013 Act to the extent
risks of material misstatement of the financial statements, applicable;
whether due to fraud or error. In making those risk (e) on the basis of written representations received
assessments, the auditor considers internal control from the directors as on December 31, 2014,
relevant to the entity's preparation and fair presentation and taken on record by the Board of Directors,
of the financial statements in order to design audit none of the director is disqualified as on
procedures that are appropriate in the circumstances, but December 31, 2014, from being appointed as a
not for the purpose of expressing an opinion on the director in terms of sub-section (2) of Section
effectiveness of the entity's internal control. An audit also 164 of the 2013 Act.
includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting
Chartered Accountants
estimates made by Management, as well as evaluating Firm registration Number: 116231W/ W-100024
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is Sriram Mahalingam
sufficient and appropriate to provide a basis for our audit Hyderabad Partner
opinion. February 27, 2015 Membership Number: 049642

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in Independent Auditor's Report the 2013 Act (as applicable), the borrowers have
of even date to the members of Rain Industries been generally regular in repaying the principal
Limited(formerly Rain Commodities Limited) ("the amounts as stipulated and in the payment of
Company") on the financial statements for the year ended interest.
December 31, 2014. We report that:
(d) There are no overdue amounts of more than
(i) (a) The Company has maintained proper records Rupees one lakh in respect of loans granted to
showing full particulars, including quantitative two subsidiary companies listed in the register
details and situation of fixed assets. maintained under Section 301 of the Act/ Section
(b) The Company has a regular programme of 189 of the 2013 Act (as applicable).
physical verification of its fixed assets by which (e) The Company has not taken any loans from
all fixed assets are verified once in a period of companies, firms or other parties listed in the
two years. In our opinion, the periodicity of register maintained under Section 301 of the Act/
physical verification is reasonable having regard Section 189 of the 2013 Act (as applicable) and
to the size of the Company and the nature of its accordingly clause 4(iii)(f) and clause 4(iii)(g) of
assets. In accordance with the policy, physical the Order is not applicable.
verification of all fixed assets was carried during
the previous financial year. (iv) In our opinion and according to the information and
explanations given to us, and having regard to the
(c) Fixed assets disposed of during the year were explanation that purchases of certain items of
not substantial, and therefore, do not affect the
inventories and fixed assets are for the Company's
going concern assumption.
specialised requirement and that goods sold and
(ii) (a) As explained to us, the Company's activities services rendered are for the specialised requirement
primarily include service revenue and trading of the buyers and suitable alternative sources are not
in inventory of petroleum coke products. No available to obtain comparable quotations, there is
trading activity was carried out during the year an adequate internal control system with regard to
and no inventory was held during and as at the purchase of inventories and fixed assets and with
year end. Thus, paragraph 4(ii) of the Order is regard to sale of goods and services. We have not
not applicable. observed any major weaknesses in the internal
control system during the course of the audit.
(iii) (a) The Company has granted loans to two subsidiary
companies covered in the register maintained (v) (a) In our opinion and according to the information
under Section 301 of the Companies Act, and explanations given to us, the particulars of
1956("the Act")/ Section 189 of the Companies contracts and arrangements referred to in Section
Act, 2013 ("2013 Act") (as applicable). The 301 of the Act/ Section 189 of the 2013 Act (as
maximum amount outstanding during the year applicable) have been entered in the register
was Rs. 3,023,013 thousands and the year-end required to be maintained under that section.
balance of such loans was Rs.2,495,991
thousands. The Company has not granted any (b) In our opinion and according to the information
loan to firms or other parties covered in the and explanations given to us, the transactions
register maintained under Section 301 of the Act/ made in pursuance of contracts and
Section 189 of the 2013 Act (as applicable). arrangements referred to in (a) above and
exceeding the value of Rs.5 lakhs with any party
(b) In our opinion, the rate of interest and other during the year have been made at prices which
terms and conditions on which loans have been are prima facie reasonable having regard to the
granted to two subsidiary companies listed in prevailing market prices at the relevant time
the register maintained under Section 301 of the except for certain services rendered that are for
Act/Section 189 of the 2013 Act (as applicable) the specialised requirements of the buyers for
are not, prima facie, prejudicial to the interest which suitable alternative sources are not readily
of the Company. available to obtain comparable quotations.
(c) In the case of loans granted to two subsidiary However, on the basis of information and
companies listed in the register maintained explanations provided, the same appears
under Section 301 of the Act/ Section 189 of reasonable.

(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
(viii)The Central Government of India has not prescribed the maintenance of cost records under Section 209(1)(d) of
the Act/Section 148(2) of the 2013 Act (as applicable) for any of the goods sold/ services rendered by the Company.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues
including Provident Fund, Income-tax, Sales-tax, Wealth Tax, Customs Duty, Service Tax, Investor Education
and Protection Fund and other material statutory dues have been regularly deposited during the year by the
Company with the appropriate authorities. As explained to us, the Company did not have any dues on
account of Employees' State Insurance and Excise duty.
According to the information and explanations given to us, there are no undisputed amounts payable in
respect of Provident Fund, Income-tax, Sales-tax, Wealth Tax, Customs Duty, Service Tax and other material
statutory dues that were in arrears as at December 31, 2014 for a period of more than six months from the
date they became payable.
(b) According to the information and explanations given to us, there are no dues of Sales tax, Wealth tax,
Service tax and Customs duty which have not been deposited with appropriate authorities on account of any
disputes. However, the Company disputes the following Income tax dues:
Name of the Nature of the Amount in Period to which the Forum where
Statute Dues thousands (Rs.) amount relates dispute is pending
Income Tax Income Tax 91,243 AY 2004-05 Honorable High Court
Act, 1961 and interest (91,243)* of Andhra Pradesh
Income Tax Income Tax 158,773 AY 2008-09 Income Tax
Act, 1961 and interest (12,808)* Appellate Tribunal
Income Tax Income Tax 167,759 AY 2009-10 Income Tax Appellate
Act, 1961 and interest Tribunal
Income Tax Income Tax 200,440 AY 2010-11 Income Tax Appellate
Act, 1961 and interest Tribunal
Income Tax Income Tax 54,760 AY 2011-12 Deputy Commissioner
Act, 1961 and interest of Income Tax
*Amount in parenthesis represents amount paid under protest.
(x) The Company does not have any accumulated (xiii) In our opinion and according to the information
losses at the end of the financial year and has not and explanations given to us, the Company is not
incurred cash losses in the financial year and in a chit fund or a nidhi / mutual benefit fund/ society.
the immediately preceding financial year. (xiv) According to the information and explanations
(xi) In our opinion and according to the information given to us, the Company is not dealing or trading
and explanations given to us, the Company has in shares, securities, debentures and other
not defaulted in repayment of dues to its bankers. investments.
The Company did not have any outstanding dues (xv) According to the information and explanations
to any financial institution or debenture holders given to us, the Company has not given any
during the year. guarantee for loans taken by others from banks or
(xii) The Company has not granted any loans and financial institutions.
advances on the basis of security by way of pledge (xvi) In our opinion and according to the information
of shares, debentures and other securities. and explanation given to us and on the basis of

our examination of the books of account, the term (xx) The Company has not raised any money by public
loans obtained by the Company were applied for issues during the year.
the purpose for which such loans were obtained. (xxi) According to the information and explanations
(xvii) According to the information and explanations given to us, no fraud on or by the Company has
given to us and on an overall examination of the been noticed or reported during the course of our
balance sheet of the Company, we are of the audit.
opinion that the funds raised on short-term basis
have not been used for long-term investment.
(xviii) The Company has not made any preferential Chartered Accountants
allotment of shares to companies/firms/parties Firm registration Number: 116231W/ W-100024
covered in the register maintained under Section
301 of the Act/ Section 189 of the 2013 Act (as
applicable). Sriram Mahalingam
Hyderabad Partner
(xix) The Company did not have any outstanding February 27, 2015 Membership Number: 049642
debentures during the year.

BALANCE SHEET AS AT DECEMBER 31, 2014

All amounts are in Indian Rupees Thousands, except share data and where otherwise stated
As at As at
Note
A. EQUITY AND LIABILITIES
1. Shareholders funds
(a) Share capital 3 672,691 672,691
(b) Reserves and surplus 4 2,522,223 2,612,773
3,194,914 3,285,464
2. Non-current liabilities
(a) Long-term borrowings 5 2,178,552 1,683,680
(b) Deferred tax liabilities (net) 6 - -
(c) Long-term provisions 7 2,461 2,031
2,181,013 1,685,711
3. Current liabilities
(a) Trade payables 8 2,017 2,013
(b) Other current liabilities 9 647,571 635,845
(c) Short-term provisions 10 112,689 112,359
762,277 750,217
TOTAL 6,138,204 5,721,392
B. ASSETS
1. Non-current assets
(a) Fixed assets 11 104,075 106,495
(b) Non-current investments 12 3,035,949 3,035,949
(c) Long-term loans and advances 13 1,872,546 4,908,495 1,030,233 4,066,182
2. Current assets
(a) Trade receivables 14 13,205 58,254
(b) Cash and bank balances 15 282,003 493,526
(c) Short-term loans and advances 16 799,108 983,187
(d) Other current assets 17 31,318 13,748
1,125,634 1,548,715
TOTAL 6,138,204 5,721,392
Corporate Information 1
Significant Accounting Policies 2
The notes referred to above form an integral part of the financial statements
For and on behalf of the Board of Directors

As per our report of even date attached
for B S R & Associates LLP N. Jagan Mohan Reddy N. Sujith Kumar Reddy
Chartered Accountants Managing Director Director
Firm registration number: 116231W/ W-100024 DIN: 00017633 DIN: 00022383
Sriram Mahalingam T. Srinivasa Rao S. Venkat Ramana Reddy

Partner Chief Financial Officer Company Secretary
Membership number: 049642 M.No. F29080 M.No. A14143
Place: Hyderabad

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED DECEMBER 31, 2014
For the year ended For the year ended
Note
1. Revenue
Revenue from operations 18 77,341 707,241
Other income 19 611,831 584,426
Total revenue 689,172 1,291,667
2. Expenses
Purchases of stock-in-trade - 704,389
Employee benefits expense 20 57,246 17,928
Finance costs 21 221,558 256,687
Depreciation expense 11 5,160 5,034
Other expenses 22 65,228 27,121
Total expenses 349,192 1,011,159
3. Profit before tax (1-2) 339,980 280,508

4. Tax expense 23 94,184 127,533
5. Profit for the year (3-4) 245,796 152,975
Earnings per share of Rs. 2/- each 27
Basic and diluted (Rs.) 0.73 0.45


Place: Hyderabad

CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2014
A. Cash flow from operating activities
Profit before taxation 339,980 280,508
Adjustments for :
Depreciation expense 5,160 5,034
Interest income (177,577) (198,515)
Interest and other borrowing costs 137,979 113,360
Dividend income (369,210) (376,835)
Loss on retirement of fixed assets 80 464
Loss on foreign currency transactions
and translations, net 18,613 119,665
(384,955) (336,827)
Operating loss before working capital changes (44,975) (56,319)
Adjustments for :
Trade receivables 45,010 286,246
Loans and advances (2,267) (52)
Trade payables, other current liabilities and provisions (1,883) 1,126
40,860 287,320
Cash generated from/(used in) operations (4,115) 231,001
Income tax paid (net) (109,538) (77,035)
Net cash flow from/(used in) operating activities (113,653) 153,966
B. Cash flow from investing activities

Purchase of fixed assets (2,901) (444)
Proceeds from sale of fixed assets 81 4
Bank deposits and other bank balances 1,684 (6,476)
Loan given to subsidiary companies (1,210,506) (865,107)
Loan repaid by subsidiary companies 636,601 2,195,555
Interest received 159,731 220,347
Dividends received 369,210 376,835
Net cash flow from/(used in) investing activities (46,100) 1,920,714

CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2014 (Contd.)
C. Cash flow from financing activities
Proceeds from borrowings 1,210,506 -
Repayment of borrowings (786,267) (1,270,833)
Repayment of short term borrowings (net) - (332,279)
Finance cost paid (137,979) (115,580)
Dividend paid (336,346) (766,350)
Buy-back of equity shares (Refer note 24) - (202,773)
Net cash flow used in financing activities (50,086) (2,687,815)
Net decrease in cash and cash equivalents (A+B+C) (209,839) (613,135)
Cash and cash equivalents - Opening balance 455,908 1,069,043
Cash and Cash equivalents - Closing Balance 246,069 455,908
Notes:
As at As at
a) Cash and Cash equivalents - Closing Balance 246,069 455,908

Add: Other bank balances 35,934 37,618
Cash and bank balances - Closing Balance (Refer note 15) 282,003 493,526
b) The above cash flow statement has been prepared under the 'Indirect Method' as set out in the Accounting
Standard - 3 on Cash Flow Statements.


Place: Hyderabad

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note 1: Corporate Information Assets
Rain Industries Limited (the Company) was An asset is classified as current when it satisfies
incorporated on March 15, 1974 under the any of the following criteria:
Companies Act, 1956. The Company is currently i. It is expected to be realised in, or is intended
engaged in the business of trading in Carbon for sale or consumption in, the companys
Products. The Company's equity shares are Listed at normal operating cycle;
BSE Limited and National Stock Exchange of India ii. It is held primarily for the purpose of being
Limited in India. traded;
The name of the Company has been changed to Rain iii. It is expected to be realised within 12
Industries Limited from Rain Commodities Limited, months after the reporting date; or
pursuant to the approval received from the Registrar iv. It is cash or cash equivalent unless it is
of Companies, Hyderabad on July 8, 2013. restricted from being exchanged or used to
Note 2: Significant Accounting Policies settle a liability for at least 12 months after
the reporting date.
(a) Basis of accounting and preparation of financial
statements Current assets include the current portion of
non-current financial assets. All other assets are
The financial statements have been prepared
classified as non-current.
under the historical cost convention on an accrual
basis, to comply with the generally accepted Liabilities
accounting principles in India ("Indian GAAP"), A liability is classified as current when it satisfies
the Accounting Standards prescribed in the any of the following criteria:
Companies (Accounting Standards) Rules, 2006 i. It is expected to be settled in the companys
(as amended), the relevant provisions of the normal operating cycle;
Companies Act, 1956, the relevant provisions of ii. It is held primarily for the purpose of being
the Companies Act, 2013 to the extent applicable traded;
and the guidelines issued by the Securities and
iii. It is due to be settled within 12 months after
Exchange Board of India (SEBI). The financial
the reporting date; or
statements are presented in Indian rupees
rounded off to the nearest thousand. iv. The company does not have an
unconditional right to defer settlement of
(b) Use of estimates the liability for at least 12 months after the
The preparation of the financial statements in reporting date. Terms of a liability that
conformity with the Indian GAAP requires the could, at the option of the counterparty,
Management to make estimates and assumptions result in its settlement by the issue of equity
that affect the reported amounts of assets and instruments do not affect its classification.
liabilities, disclosure of contingent liabilities as Current liabilities include current portion of
at the date of the financial statements and the non-current financial liabilities. All other
reported amounts of revenue and expenses liabilities are classified as non-current.
during the reported period. Management
believes that the estimates used in the Operating cycle
preparation of the financial statements are Operating cycle is the time between the
prudent and reasonable. Actual results could acquisition of assets for processing and their
differ from these estimates. Changes in estimates realisation in cash or cash equivalents. The
are reflected in the financial statements in the Companys operating cycle is within a period
period in which changes are made. of 12 months.
(c) Current and non-current classification (d) Inventories
All assets and liabilities are classified into current Traded goods are valued at lower of weighted
and non-current. average cost and net realisable value. Goods in
transit are valued at cost or below.

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

(e) Cash Flow Statement On such indication, the impairment loss being
Cash flows are reported using the indirect the excess of carrying value over the recoverable
method, whereby net profit/ (loss) before tax is value of the assets is charged to the statement of
adjusted for the effects of transactions of a profit and loss in the respective financial years.
non-cash nature and any deferrals or accruals The impairment loss recognised in prior years
of past or future cash receipts or payments. The is reversed in cases where the recoverable value
cash flows from regular revenue generating, exceeds the carrying value, upon reassessment
investing and financing activities of the company in the subsequent years.
are segregated. (i) Foreign Currency Transactions
Cash and cash equivalents for the purpose of Transactions in foreign currency are recorded
cash flow comprise cash at bank and in hand at the exchange rates prevailing on the date of
and short term investments with an original the transactions. Monetary assets and liabilities
maturity of three months or less. denominated in foreign currency are restated at
(f) Revenue Recognition the prevailing year end rates. The resultant gain/
loss upon such restatement along with the gain/
Sales are recognised on dispatch of goods and loss on account of foreign currency transactions
upon transfer of property in the goods to are accounted in the statement of profit and loss.
customers. Sales are inclusive of excise duty, as In respect of items covered by forward exchange
applicable. contracts, the premium or discount arising at
Income from shared services (services provided the inception of such a forward exchange
to Group companies) is recognised by the contract is amortised as expense or income over
Company on accrual basis. Income in excess of the life of the contract. Any profit or loss arising
billings is disclosed under Other current assets on cancellation or renewal of such a forward
as unbilled revenues. contract is recognised in the statement of profit
(g) Other Income and loss.
Interest income is recognised using the time (j) Investment

proportion method, based on the transactional Long term investments are carried at cost less
interest rates. provision for diminution, other than temporary,
Dividend income is recognised when the if any, in the value of such investments. Current
investments are carried at the lower of cost and
Company's right to receive dividend is
established. fair value.
(h) Fixed Assets, Depreciation, Impairment (k) Employee Benefits

Defined Contribution Plans
Fixed Assets are stated at cost/professional
valuation less accumulated depreciation. Cost Contributions paid/payable under defined
includes freight, installation cost, duties and contribution plans are recognised in the
taxes, interest on specific borrowings utilised for Statement of Profit and Loss each year.
financing the qualifying fixed assets and other Contribution plans comprises of Superannuation
incidental expenses. fund covered under a scheme administered and
Depreciation is provided on straight-line method managed by ICICI Prudential Life Insurance
Company Limited, and Provident Fund is
at the rates specified in the Schedule XIV to the
Companies Act, 1956 or based on the estimated administered and managed by the Government
economic useful lives whichever is higher. of India. The Company makes monthly
contributions and has no further obligations
Individual assets costing rupees five thousand under the plan beyond its contributions.
or below are fully depreciated in the year of
acquisition and put to use. Defined Benefit Plans
The Company has a defined benefit Gratuity
All fixed assets are assessed for any indication
of impairment at the end of each financial year. plan covering all its employees. Gratuity is

covered under a scheme administered by Life operating leases and recorded as expense as and
Insurance Corporation of India (LIC). The liability when the payments are made over the lease
as at the balance sheet date is provided based term.
on an actuarial valuation carried out by an (n) Earnings Per Share
independent actuary, in accordance with
Accounting Standard 15 on Employee Benefits The earnings considered in ascertaining the
(AS 15). companys Earnings Per Share (EPS) comprise
net profit after tax (and includes the post tax
All actuarial gains and losses arising during the effect of any extra ordinary items). The number
year are recognised in the Statement of Profit of shares used in computing Basic EPS is the
and Loss of the year. weighted average number of shares outstanding
Other Long-term Employee Benefits during the year.
Other long term employee benefits comprise Dilutive potential equity shares are deemed to
compensated absences which is provided based be converted as of the beginning of the year,
on an actuarial valuation carried out in unless they have been issued at a later date. The
accordance with AS-15 at the end of the year. number of shares used for computing the diluted
Short-term Employee Benefits EPS is the weighted average number of shares
outstanding during the year after considering the
Employee benefits payable wholly within twelve dilutive potential equity shares.
months of receiving employee services are
classified as short-term employee benefits. These (o) Taxes on Income
benefits include salaries and wages, bonus and Current tax is determined based on the amount
ex-gratia. The undiscounted amount of short- of tax payable in respect of taxable income for
term employee benefits to be paid in exchange the year. Deferred tax is recognised on timing
for employee services is recognised as an differences being the difference between the
expense as the related service is rendered by taxable income and accounting income that
employees. originate in one period and are capable of
(l) Borrowing Costs reversal in one or more subsequent periods
subject to consideration of prudence. Deferred
Borrowing costs include interest and exchange tax assets on unabsorbed depreciation and carry
differences arising from foreign currency forward of losses are not recognised unless there
borrowings to the extent they are regarded as is a virtual certainty that there will be sufficient
an adjustment to the interest cost. Borrowing future taxable income available to realise such
costs, allocated to and utilised for qualifying assets. Deferred tax assets and liabilities have
assets, pertaining to the period from been measured using the tax rates and tax laws
commencement of activities relating to that have been enacted or substantially enacted
construction/development of the qualifying asset by the balance sheet date.
upto the date of capitalisation of such asset is
added to the cost of the assets. (p) Provisions and Contingencies
(m) Leases A provision is recognised when the Company

has a present obligation as a result of past events
Assets taken on lease where the Company and it is probable that an outflow of resources
acquires substantially the entire risks and rewards will be required to settle the obligation in respect
incidental to ownership are classified as finance of which a reliable estimate can be made.
leases. The amount recorded is the lesser of the Provisions (excluding retirement benefits) are not
present value of minimum lease rental and other discounted to their present value and are
incidental expenses during the lease term or the determined based on the best estimate required
fair value of the assets taken on lease. The rental to settle the obligation at the Balance Sheet date.
obligations, net of interest charges are reflected
These are reviewed at each Balance Sheet date
as finance lease obligations.
and adjusted to reflect the current best estimates.
Leases that do not transfer substantially all the Contingent liabilities are disclosed in the notes
risks and rewards of ownership are classified as to the financial statements.

NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Contd.)

As at As at
Number of Amount Number of Amount
Shares Shares
Note 3: Share capital
Authorized:
Equity Shares of Rs. 2 each 590,000,000 1,180,000 590,000,000 1,180,000
Redeemable preference shares of Rs. 100 each 4,900,000 490,000 4,900,000 490,000
TOTAL 594,900,000 1,670,000 594,900,000 1,670,000
Issued, subscribed and paid up
Equity Shares of Rs. 2 each 336,345,679 672,691 336,345,679 672,691
TOTAL 336,345,679 672,691 336,345,679 672,691
Notes:
(i) Reconciliation of the number of equity shares and amount outstanding at the beginning and at the end of
the year
Shares Shares
As at beginning of the year 336,345,679 672,691 341,701,602 683,403
Less: Equity Shares bought back and
extinguished during the year - - 5,355,923 10,712
(Refer note 24)
As at end of the year 336,345,679 672,691 336,345,679 672,691
(ii) Rights, preferences and restrictions attached to the equity shares

The Company has only one class of equity shares having a par value of Rs. 2 each per share. Each holder of
equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to
the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation of the
Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to number of equity shares held
by the shareholders.
During the year ended December 31, 2014, the amount of per share dividend recognised as distribution to
equity shareholders was Rs. 1.00 (year ended December 31, 2013: Rs. 1.00)


(iii) Shareholders holding more than 5% of the equity shares

As at As at
Name of the Shareholder December 31, 2014 December 31, 2013
Number of % Number of %
Shares Shares
Sujala Investments Pvt. Limited 37,766,675 11.23 37,766,675 11.23
ICICI Prudential (including all managed funds) 27,174,440 8.08 13,162,166 3.91
Reliance Capital Trustee Co. Ltd
(including all managed funds) 28,559,914 8.49 30,454,542 9.05
Focus India Brands Pvt Ltd 25,316,465 7.53 25,316,465 7.53
Anantha A L Reddy 17,673,225 5.25 17,673,225 5.25
Meghamala Enterprises Private Limited 17,404,110 5.17 17,404,110 5.17
(iv) There are no shares issued pursuant to contract without payment being received in cash during the period of
five years immediately preceding the reporting date.
(v) Equity shares bought back (including pending extinguishment) during the last five years:
As at As at
Number of Shares Number of Shares
Aggregate number of shares [Refer Notes (a) to (c) below] 17,827,216 23,827,216
Note:
(a) 10,000,000 equity shares of Rs. 2 each fully paid-up were bought back from the shareholders pursuant to
buyback of equity shares during the period from November 14, 2011 to March 29, 2012.
(b) 2,471,293 equity shares of Rs. 2 each fully paid-up were bought back from the shareholders pursuant to
buyback of equity shares during the period from October 22, 2012 to December 31, 2012.
(c) 5,355,923 equity shares of Rs. 2 each fully paid-up were bought back from the shareholders pursuant to
buyback of equity shares during the period from January 1, 2013 to March 31, 2013.


As at As at
Note 4: Reserves and surplus
(a) Capital reserve 417,725 417,725
(b) Capital redemption reserve
Opening balance 47,655 36,943
Add: Transferred from surplus in Statement of
Profit and Loss (Refer note 24) - 10,712
Closing balance 47,655 47,655
(c) Securities premium account

Less: Utilised towards buy back of equity shares (Refer note 24) - 192,061
(d) General reserve

Add: Transferred from surplus in Statement of Profit and Loss - -
(e) Surplus in Statement of Profit and Loss

Opening balance 1,014,549 1,205,317
Add: Profit for the year 245,796 152,975
Less: Interim dividend (Refer note 3(ii)) 336,346 336,345
Proposed final dividend (net of dividend on shares
bought back) (Refer note 3(ii))* - (2,851)
Tax on dividend (net of eligible credit)* - (463)
Closing balance 923,999 1,014,549
TOTAL 2,522,223 2,612,773
*The amount in previous year represents the reversal of proposed final dividend and tax on such dividend for
the financial year ended December 31, 2012 on account of buy back of 5,355,923 equity shares during the
period from January 1, 2013 to March 25, 2013. The shareholders approved the dividend in Annual General
Meeting held on April 27, 2013 with the record date of April 18, 2013. Accordingly, the shares bought back
were not entitled for dividend and hence proposed dividend on such shares have been reversed as at December
31, 2013.


As at As at
Note 5: Long-term borrowings
Term Loans
From Banks
- Secured (Refer Note (i) below) 2,786,520 2,277,920
Less: Current portion of Long-term borrowings
(disclosed under note 9 - Other current liabilities) 607,968 594,240
TOTAL 2,178,552 1,683,680
Notes:
(i) Term loan with the original amount of US$ 40 Million borrowed from IDBI Bank Limited, Dubai branch is
secured by a pari passu:
(a) First charge on all immovable and movable properties present and future of the Company and Rain
Cement Limited, a wholly owned subsidiary; and
(b) Second charge on all current assets of the Company and Rain Cements Limited, a wholly owned subsidiary
Company.
(ii) Term loan of US$ 20 Million borrowed from IDBI Bank Limited, Dubai branch, in the current financial year
is secured by a pari passu:
(a) First charge on all immovable and movable properties present and future of Rain Cements Limited, a
wholly owned subsidiary Company.
(iii) Term loan with the original amount of US$ 40 Million, carries interest of 3 months Libor plus 400 basis
points and Term loan of US$ 20 Million carries interest of 6 months Libor plus 350 basis points.
(iv) The term loans availed by the Company have been utilised for the purpose of investment in its wholly owned
subsidiary company which is engaged in the business of Calcined Petroleum Coke, in accordance with the
sanctioned terms.
(vi) The scheduled maturity of Long-term borrowings and total number of installments are summarised as below:
Borrowings Repayable Number of As at

instalments December 31, 2014
remaining
Outstanding Term Loans from Banks
IDBI Bank Limited - US$ 24.0 Million* 5 1,519,920
IDBI Bank Limited - US$ 20.0 Million** 1 1,266,600
TOTAL 2,786,520
* Of the original amount of US$ 40 Million borrowed, 3 equal quarterly installments of 8% each from
April 1, 2015 to October 1, 2015, 12% of original amount on January 1, 2016 and 24% of original amount
on April 1, 2016.
** US$ 20 Million is a bullet repayment on April 28, 2017.


As at As at
Note 6: Deferred tax liabilities (net)
A. Deferred tax liabilities
- on account of depreciation 11,119 10,881
11,119 10,881
B. Deferred tax assets
- on account of employee benefits 901 890
- on account of carry forward losses 10,218 9,991
11,119 10,881
Deferred tax liabilities [A-B] - -
Note 7: Long-term provisions

Provision for employee benefits
- Compensated absences (Refer note 29(c)) 1,749 2,010
- Gratuity (Refer note 29(b)) 712 21
TOTAL 2,461 2,031
Note 8: Trade payables

Trade payables - other than Micro and Small enterprises 2,017 2,013
TOTAL 2,017 2,013
Disclosures under the Micro, Small and Medium Enterprises Act, 2006 (the Act):
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated August 26, 2008
which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers
the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure
in respect of the amounts payable to such enterprises as at December 31, 2014 has been made in the financial
statements based on information received and available with the Company. Further in view of the management,
the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to
be material. The Company has not received any claim for interest from any supplier under the said Act.
Note 9: Other current liabilities
Current maturities of long-term debt (Refer note 5 (ii) and (iv)) 607,968 594,240
Unclaimed dividends (Refer note 15) 35,934 37,194
Other payables
- Statutory remittances 1,610 2,048
- Others 2,059 2,363
TOTAL 647,571 635,845
Note 10: Short Term Provisions

Provision for employee benefits
- Compensated absences (Refer note 29(c)) 191 587
Provision - others
- Provision for tax [net of advance tax Rs. 286,647
(December 31, 2013 Rs. 286,647)] 112,498 111,772
TOTAL 112,689 112,359

Note 11: Fixed Assets

Gross Block (At Cost/ Professional Valuation) Depreciation Net Block
As at Additions Deletions As at As at For the On As at As at As at

Description January during during December January period Deletions December December December
1, 2014 the period the period 31, 2014 1, 2014 31, 2014 31, 2014 31, 2013
104
Buildings 82,771 - - 82,771 11,186 1,349 - 12,535 70,236 71,585
Furniture and fixtures 45,190 - - 45,190 21,198 2,858 - 24,056 21,134 23,992
Office equipments 15,927 1,654 245 17,336 5,009 874 84 5,799 11,537 10,918
Vehicles - 1,247 - 1,247 - 79 - 79 1,168 -
TOTAL 143,888 2,901 245 146,544 37,393 5,160 84 42,469 104,075 106,495
Year ended
December 31, 2013 144,448 439 999 143,888 32,890 5,034 531 37,393 106,495 -

As at As at
Note 12: Non-current investments
Trade investments: unquoted
Investment in subsidiaries
(a) Rain Cements Limited 2,128,104 2,128,104
29,805,000 (December 31, 2013 : 29,805,000)
Equity Shares of Rs. 10 each fully paid up
(b) Rain Commodities (USA) Inc.
20 (December 31, 2013 : 20) Common Stock at par value of
US$ 0.01 per share fully paid up 4,445 4,445
20,000,000 (December 31, 2013 : 20,000,000) Class B Redeemable
Common Stock at par value of US$ 1 per share fully paid up 902,800 902,800
(c) Rain Coke Limited 600 600
60,000 (December 31, 2013 : 60,000) Equity Shares of
Rs. 10 each fully paid up
TOTAL 3,035,949 3,035,949
Note 13: Long-term loans and advances

(a) Loans and advances to related parties
Unsecured, considered good
- Subsidiary Companies
- Rain Commodities (USA) Inc. (refer note below) 2,127,888 1,238,000
- Rain Cements Limited 336,830 586,831
2,464,718 1,824,831
Less: Current portion of long term loans and advances:
- Rain Commodities (USA) Inc. 557,304 396,160
1,667,414 841,840
(b) Advance income tax [net of provision for tax Rs. 867,641
(December 31, 2013 Rs. 781,681)] 204,424 188,344
(c) Security deposit 708 49
TOTAL 1,872,546 1,030,233
Note:
A) The term loan of US$ 20 Million (original amount) carries interest of 3 months Libor plus 425 basis points
and balance as on December 31, 2014 is repayable by Rain Commodities (USA) Inc. as below:
(a) 32% of the original amount in 4 equal quarterly installments from December 30, 2014 to September
30, 2015
(b) 12% of the original amount on December 30, 2015 and
(c) 24% of the original amount on March 30, 2016
B) The term loan of US$ 20 Million, provided during the current year, carries interest of 6 months Libor plus
400 basis points. This loan is repayable by Rain Commodities (USA) Inc. as bullet payment on
April 24, 2017.


As at As at
Note 14: Trade receivables
Trade receivables outstanding for a period exceeding
six months from the date they were due for payment
- Unsecured, considered good - 41,403
Other Trade receivables
- Unsecured, considered good 13,205 16,851
TOTAL 13,205 58,254
Note 15: Cash and Bank balances

Cash and cash equivalents
Balances with banks
- in current accounts 145,610 65,908
- in deposit accounts (with original maturity of 3 months or less) 100,459 390,000
Other bank balances:
- Balances held as margin money against guarantees and
other commitments - 424
- Unclaimed dividend accounts (Refer note 9) 35,934 37,194
TOTAL 282,003 493,526
Details of bank balances/deposits
Balances with banks available in term deposits with original
maturity of less than 3 months or less included under
'Cash and cash equivalents' 100,459 390,000
Note 16: Short-term loans and advances

(Unsecured, considered good)
Current portion of long term loans and advances to related parties
Subsidiary Companies:
- Rain Commodities (USA) Inc. 557,304 396,160
Prepaid expenses 190 191
Balances with government authorities
- Service tax credit receivable 1,590 -
Advance to employees 5 5
Others 19 -
TOTAL 799,108 983,187
Note 17: Other current assets

Accruals
- Interest accrued on deposits 45 1,651
- Interest accrued on loans 31,273 12,097
TOTAL 31,318 13,748



Note 18: Revenue from operations
Sale of carbon products (traded)
- Petroleum coke - 706,200
- Coal tar pitch - 1,041
Revenue from shared services 77,341 -
TOTAL 77,341 707,241
Note 19: Other income

Interest income
- Interest from banks on deposits 33,331 61,863
- Interest on loans 144,246 136,652
Dividend income
- from long-term investments (subsidiaries) 369,210 376,835
Income from shared services (net) - 3,143
Gain on foreign currency transactions and translations 65,044 5,933
TOTAL 611,831 584,426
Note 20: Employee benefits expense

Salaries, wages and bonus (Refer note 29(c)) 52,531 16,238
Contributions to provident and other funds (Refer note 29(a) and (b)) 4,715 1,615
Staff welfare expenses - 75
TOTAL 57,246 17,928
Note 21: Finance costs

Interest expense on borrowings 116,749 111,773
Other borrowing costs 21,230 1,587
Net loss on foreign currency transactions and translations 83,579 143,327
TOTAL 221,558 256,687



Note 22: Other expenses
Repairs and maintenance - Others 1,093 448
Insurance 252 183
Rent (Refer note 28) 1,395 588
Rates and taxes 1,813 1,542
Communication expenses 12,973 2,458
Travelling and conveyance 3,915 388
Printing and stationery 1,112 1,046
Selling and distribution expenses - 9,427
Advertisement 1,710 1,576
Legal and professional charges 8,133 2,696
Payments to auditors [Refer Note below] 4,284 3,254
Directors sitting fee 1,450 1,340
Donations and contributions 4,000 -
Loss on retirement of fixed assets 80 464
Miscellaneous expenses 23,018 1,711
TOTAL 65,228 27,121
Note:
Payment to Auditors comprises (excluding Service Tax):
As auditors - Statutory Audit 1,900 1,900
Limited Review Fee 900 900
Other Services 152 150
Reimbursement of Expenses 1,332 304
TOTAL 4,284 3,254
Note 23: Tax expenses

Current Tax
(i) Current tax for current year 69,039 62,775
(ii) Current tax relating to earlier years 25,145 73,536
(iii) Minimum alternate tax - -
Net current tax 94,184 136,311
Deferred Tax - (8,778)
TOTAL 94,184 127,533


24. Buy-back of Equity Shares

a. Further to the completion of the scheme of buyback approved by the board of directors on October 25, 2011,
the Shareholders of the Company have accorded their approval to another scheme for buyback of equity
shares of Rs.2/- each vide postal ballot on October 1, 2012. The approval was granted for buy back of a
maximum of 12,700,000 equity shares through open market transactions at a price not exceeding Rs.46/- per
share for an amount not exceeding Rs. 460,000. The Company commenced the buyback of equity shares on
October 22, 2012 and bought back 2,471,293 equity shares of Rs.2/- each aggregating Rs. 93,677 and
extinguished 2,334,185 equity shares up to December 31, 2012. The balance 137,108 equity shares were
extinguished by January 4, 2013.
Further during the year ended December 31, 2013, the Company bought back and extinguished 5,355,923
equity shares of Rs.2/- each for an aggregate consideration of Rs. 202,773.
Accordingly, Rs. Nil (December 31, 2013: 10,712) has been reduced from paid-up equity share capital and
in accordance with the provisions of Section 77A of the Companies Act, 1956, of the aggregate buyback
consideration paid of Rs. Nil (December 31, 2013: Rs. 202,773) Rs. Nil (December 31, 2013: Rs. 192,061)
has been utilised from securities premium account and Rs. Nil (December 31, 2013: Rs. 10,712) transferred
to the capital redemption reserve from surplus in Statement of Profit and Loss.
25. Contingent liabilities not provided for in respect of:
As at As at
Matters under dispute
- Income Tax 146,993 127,205
26. Unhedged foreign currency exposure:

(a) There are no outstanding forward exchange contracts as at the year end.
(b) The following table analyzes foreign currency risk from financial instruments as at 31 December 2014 and
2013:
(All figures in equivalent Indian Rupees thousands)
Particulars As at December 31, 2014
USD EURO Total
Trade receivables - 4,096 4,096
Term loans 759,960 - 759,960
Loans and advances to subsidiary 101,328 - 101,328

Particulars As at December 31, 2013
USD EURO Total
Trade receivables - - -
Term loans 1,138,960 1,138,960
Loans and advances to subsidiary 99,040 99,040


27. Earnings Per Share (EPS)

Year ended Year ended
a. Profit after tax 245,796 152,975

b. Weighted average number of equity shares of
Rs.2/- each outstanding during the year (Nos.) 336,345,679 337,074,474
Earnings per share
c. Basic and Diluted - [a/b] - (Rs.) 0.73 0.45
28. The Company has entered into operating lease agreements for buildings & vehicles. The lease rentals of Rs. 408
(December 31, 2013 - Rs. 588), net of rent cost reimbursed by subsidiary companies amounting to Rs. 987
(December 31, 2013 - Rs. Nil).
The schedule of future minimum rental payments in respect of non-cancellable operating leases is set out below:
Particulars As at As at
Not later than 1 year 1,500 -

Later than 1 year and not later than 5 years 2,263 -
Beyond 5 years - -
29. Employee Benefits

a) Defined Contribution Plans
The Company has recognized the following amounts in Note 20 of the Statement of Profit and Loss:
Amount Amount
Provident fund 1,530 1,432
Superannuation fund 100 100
TOTAL 1,630 1,532
b) Defined Benefit Plans - Gratuity

The following table sets forth the status of the Gratuity plan of the Company and the amounts recognized in
the balance sheet and statement of profit and loss:
Amount Amount
Present value of funded obligation 4,943 3,563
Less: Fair Value of Plan Assets (4,231) (3,542)
Net Liability
- Current - -
- Non current 712 21


Amounts recognised in Note 20 of Statement of Profit and Loss is as follows:

Amount Amount
Current service cost 280 269
Past service cost - -
Interest cost 340 281
Expected return on plan assets (298) (242)
Net actuarial loss 740 (226)
TOTAL 1,062 82
Reconciliation of opening and closing balances of the present value of obligations:

Amount Amount
Opening defined benefit obligation 3,563 3,221
Current service cost 280 269
Past service cost - -
Interest cost 340 281
Actuarial loss 760 (208)
Benefits paid - -
Closing defined benefit obligation 4,943 3,563
Reconciliation of opening and closing balances of the fair value of plan assets:
Amount Amount
Opening fair value of plan assets 3,542 2,841
Expected return on plan assets 298 242
Actuarial gain 20 17
Contribution by employer 371 441
Benefits paid - -
Closing fair value of plan assets 4231 3,542
Actual return on plan assets 318 259


Major category of plan assets as a percentage to fair value of plan assets:

Insurer Managed Funds 100% 100%
Experience adjustments:
Year ended
December December December December December
31, 2010 31, 2011 31, 2012 31, 2013 31, 2014
Defined benefit obligations - - 3,221 3,563 4,943
Plan assets - - 2,841 3,542 4,231
Deficit - - (380) (21) (712)
Experience adjustment on
plan liabilities - - (15) 56 243
Experience adjustment on
plan assets - - 56 17 20
Principal actuarial assumptions used:

Discount rates 8.20% 9.00%
Expected rate of return on plan assets 8.00% 8.00%
Expected salary increase rates 7.00% 6.00%
The estimates of future salary increase considered in the actuarial valuation take into account factors like
inflation, seniority, promotion and other relevant factors such as supply and demand in the employment
market. The expected return on plan assets is based on actuarial expectation of the average long term rate of
return expected on investments of the funds during the estimated term of the obligations.
c) Defined Benefit Plans - Compensated absences
The following table sets forth the status of the compensated absences:
Amount Amount
Net Liability
- Current 190 587
- Non current 1,750 2,010
TOTAL 1,940 2,597
Amounts recognised in Note 20 of
Statement of Profit and Loss (176) 600
The principal actuarial assumptions used for the computation of defined plan equally apply to the computation
of long term compensated absences and are accordingly considered in the estimation of the long term
benefit.


30. Additional information to the financial statements:

(a) Particulars of revenue
Amount Amount
Carbon products - 707,241
Revenue from services 77,341 -
TOTAL 77,341 707,241
(b) Details of purchases of stock-in-trade

Amount Amount
TOTAL - 704,389
(c) CIF value of imports

Amount Amount
TOTAL - 704,389
(d) Expenditure in foreign currency

Amount Amount
Interest expense on borrowings* 116,749 115,444
Demurrage Charges - 3,847
Tax payment pertaining to earlier years 17,082 -
Others 968 359
*Gross of the interest cost reimbursed by subsidiary companies amounting to Rs. Nil (December 31, 2013:
Rs. 3,671)
(e) Earnings in foreign currency
Amount Amount
Interest on loans 83,879 65,618
Income from shared services (Gross) 26,958 9,664*
Dividend income from subsidiary 369,210 317,225
*Include other expenses reimbursed by subsidiary companies (at cost) amounting to Rs. 9,389 as at December
31, 2013.


(f) Dividends remitted in foreign currency to non-resident shareholders

Amount Amount
Interim Final Final
Dividend Dividend Dividend
Number of shareholders 333 373 381
Number of shares held
(face value of Rs.2/- each) 20,26,895 2,313,375 2,514,510
Year to which dividend relates 2014 2013 2012
Amount of dividend remitted 2,027 2,313 2,766
31. Related Party Disclosures

a) Names of related parties and description of relationship:
Sl.No. Relationship Name
(i) Subsidiaries 1. Rain Coke Limited [Rain Coke]
2. Rain Cements Limited [RCL]
3. Renuka Cement Limited [RenCL]
4. Moonglow Company Business Inc [Moonglow]
5. Rain Commodities (USA) Inc. [RCUSA]
6. Rain Global Services LLC [RGS]
7. RGS Egypt Limited [RGS Egypt]
8. Rain Carbon Inc. [RCI]
9. Rain Global Holdings, LLC [RGH]
10. Rain Carbon Holdings, LLC [RCH]
11. Rain CII Carbon (Vizag) Limited [RCCVL]
12. Rain CII Carbon LLC [RCC]
13. Rain CII Carbon Mauritius Limited [RCCM]
14. CII Carbon Corp [CII]
15. Zhenjiang Xin Tian Tansu Co Limited [Zhenjiang]
16. Rain CTP Inc [Rain CTP]
17. RUETGERS Canada Inc. [RCI]
18. RUETGERS Polymers Limited [RPL]
19. Handy Chemicals (USA) Ltd [HUSA]
20. RUETGERS NV [RNV]
21. RUETGERS Holdings Belgium BVBA [RHBVBA]
22. RUETGERS Belgium NV [RBNV]
23. VFT Trading NV [VNV]
24. VFT France SA [VFSA]
25. RUETGERS Holdings Germany GmbH [RHGmbH]
26. RUETGERS Germany GmbH [RGmbH]


a) Names of related parties and description of relationship (Contd.)

Sl.No. Relationship Name
27. RUETGERS Aromatic Chemicals GmbH [RACGmbH]
28. RUETGERS ChemTrade GmbH [RCTGmbH]
29. RUETGERS Basic Aromatics GmbH [RBAGmbH]
30. RUETGERS Poland SP Zoo [RPZ]
31. RUETGERS InfraTec GmbH [RIGmbH]
32. RUETGERS Novares GmbH [RNGmbH]
33. RUETGERS Resins GmbH [RRGmbH] (merged with RRBV
on July 3, 2014)
34. RUETGERS Resins BV [RRBV]
35. OOO RUETGERS Severtar [OOOSevertar]
36. Severtar Holding Ltd [Severtar]
37. Rumba Invest BVBA & Co. KG [Rumba]
38. RUTGERS (Shanghai) Trading Co. Ltd.
(incorporated on January 6, 2014)
(ii) Associates/joint ventures of 1. Tarlog GmbH [Tarlog]

subsidiaries 2. InfraTec Duisburg GmbH [IDGmbH]
(iii) Enterprise where key managerial 1. Sujala Investments Private Limited

personnel along with their relatives 2. Focus India Brands Private Limited
exercise significant influence 3. Nivee Holdings Private Limited
4. Arunachala Holdings Private Limited
5. PCL Financial Services Private Limited
6. Rain Entertainment Private Limited
7. Nivee Property Developers Private Limited
8. Pragnya Priya Foundation (PPF)
(iv) Key managerial personnel 1. Mr. N. Jagan Mohan Reddy -

Managing Director
2. Mr. T. Srinivasa Rao-
Chief Financial Officer
[KMP w.e.f April 1, 2014]
3. Mr. S. Venkat Ramana Reddy
Company Secretary
[KMP w.e.f April 1, 2014]


b) Transactions with related parties:

Year Ended December 31, 2014
Nature of Transactions Subsidiary Enterprises where Key
Companies Key Managerial Managerial Balance
Personnel along with Personnel outstanding
their relatives exercise To/(From)
significant influence
Revenue from Shared Services
- RCCVL 16,562 - - -
- RCC 22,822 - - -
- RCL 33,821 - - (8,598)
- Ruetgers 4,136 - - (4,097)
Loan given
- RCUSA 1,210,506 - - (2,127,888)
- RCL - - - (336,830)
Loan repaid
- RCUSA 386,600 - - -
- RCL 250,001 - - -
Interest Income
- RCUSA 83,879 - - (20,305)
- RCL 60,368 - - (10,968)
Remuneration to Key Managerial

Personnel
- N. Jagan Mohan Reddy - - 13,472 -
- T Srinivasa Rao - - 7,150 -
- S Venkat Ramana Reddy - - 2,192 -
Dividend paid - 81,269 56,195 -
Donations given
- PPF - 4,000 - -
Dividend Income received

- RCUSA 369,210 - - -
Reimbursement of Payment made
to the Subsidiary
- RCCVL 3,467 - - -
Corporate Guarantee (released) /

given on behalf of the Company by
- RCL 1,210,506 - - 3,799,800


c) Transactions with related parties:

Year Ended December 31, 2013
Nature of Transactions Subsidiary Enterprises where Key
Companies Key Managerial Managerial Balance
Personnel along with Personnel outstanding
their relatives exercise To/(From)
significant influence
Sales / Receivables
- RCL - (GPC) - - - (23,558)
- RCCVL - (GPC) 706,200 - - -
Income from Shared Services
- RCCVL 1,086 - - -
- RCC 275 - - -
- RCL 1,783 - - (1,783)
Purchases/Payables
- RGS (GPC) 703,352 - - -
Loan given
- RCUSA - - - (1,238,000)
- RCL 305,000 - - (586,831)
- RCCVL 560,107 - - -
Loan repaid
- RCUSA 1,095,546 - - -
- RCL 279,902 - - -
- RCCVL 820,107 - - -
Interest Income
- RCUSA 65,618 - - (12,097)
- RCL 66,856 - - -
- RCCVL 4,178 - - -
Remuneration to Key Managerial personnel
- N. Jagan Mohan Reddy - - 13,625 -
Dividend paid - 168,587 60,898 -
Dividend Income received
- RCUSA 317,225 - - -
- RCL 59,610 - - -
Selling and Distribution Expenses
- RCL 9,000 - - -
Freight and Other Expenses reimbursed
- RGS 350 - - -
- RCCVL 3,728 - - -
Finance Costs
- RCCVL 119,595 - - -
Reimbursement of Payment made
on behalf of
- RCCVL 14,919 - - -
- RCC 9,389 - - -
- RCL 32,132 - - (32,914)
Corporate Guarantee released
on behalf of
- RCUSA (5,477,730) - - -
Corporate Guarantee (released)/
given on behalf of the Company by
- RCL (1,095,550) - - 2,476,000


32. Segment Reporting

The segment results are included and presented on consolidated basis in accordance with the requirements of
Accounting Standard - 17 "Segment Reporting".
33. Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current
year's classification/ disclosure.


Place: Hyderabad

Operational Performance of Subsidiary Companies/Joint Ventures/Associate Companies
FORM NO. AOC -1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part- A- Subsidiaries Rs. in thousands
Sl. Name of the Subsidiary Reporting period Reporting Currency Share Reserves Total Total Investments Turnover Profit/ Tax Profit/ Proposed % of
No. Company for the subsidiary and Exchange rate as Capital & Surplus Assets Liabilities (Refer Note (Loss) Expense/ (Loss) Dividend share-
concerned, if on the last date of the 4 below) before (Benefit) after holding
different from the relevant Financial Taxation Taxation
holding companys year in the case of
reporting period foreign subsidiaries
(Refer Note 1 below)
1 Rain Cements Limited 31.12.2014 INR 298,050 6,760,178 10,697,677 10,697,677 211,484 8,765,127 41,571 (15,436) 57,007 - 100
2 Rain Commodities (USA) Inc. 31.12.2014 US$ 7,101,610 4,169,159 15,328,107 15,328,107 - - 1,049,568 (66,625) 1,116,193 363,540 100
3 Rain Coke Limited 31.12.2014 US$ 600 (232) 388 388 - - (22) - (22) - 100
4 Moonglow Company Business Inc. 31.12.2014 US$ 3,902,180 2,291,548 6,193,766 6,193,766 - - (12) - (12) - 100
5 Renuka Cement Limited 31.12.2014 INR 5,007 (5,587) 176 176 - - (885) - (885) - 100
6 "Rain Carbon Inc.
(Formerly Rain Carbon USA, LLC) 31.12.2014 US$ 11,482,198 3,490,556 14,998,004 14,998,004 - - 1,242,994 - 1,242,994 1,260,090 100
7 "Rain Global Holdings, LLC
(Formerly Carbon Holdings USA, LLC) 31.12.2014 US$ 11,482,202 3,515,714 14,997,932 14,997,932 - - 1,260,046 - 1,260,046 1,260,090 100
8 "Rain Carbon Holdings, LLC
119
(Formerly CPC Holdings USA, LLC) 31.12.2014 US$ 11,482,133 3,515,051 15,532,392 15,532,392 - 522,670 1,262,071 - 1,262,071 1,260,090 100
9 Rain Global Services LLC 31.12.2014 US$ 248 88,168 1,211,732 1,211,732 - 4,794,811 30,238 - 30,238 - 80.5
10 RGS Egypt Limited Company L.L.C 31.12.2014 US$ 54,780 409,880 890,317 890,317 - 2,096,689 107,572 - 107,572 - 51
11 Rain CII Carbon (Vizag) Limited 31.12.2014 INR 81,800 5,083,386 7,544,793 7,544,793 - 11,538,917 1,563,233 366,781 1,196,452 - 100
12 Rain CII Carbon LLC 31.12.2014 US$ 10,293,752 13,481,322 98,383,586 98,383,586 - 23,563,438 (1,395,923) (507,646) (888,277) 1,260,090 100
13 CII Carbon Corp. 31.12.2014 US$ - - - - - - - - - - 100
14 Rain CII Carbon Mauritius Limited 31.12.2014 US$ 23,340 (25) 107,949 107,949 - - (1,280) - (1,280) - 100
15 Zhenjiang Xin Tian Tansu Co. Ltd 31.12.2014 RMB Yuan / CNY 88,479 (24,460) 70,089 70,089 - 15,381 (12,857) - (12,857) - 100
16 Rain CTP Inc. 31.12.2014 EURO 26,130,417 3,350,563 47,099,180 47,099,180 - 1,705,551 2,777,913 56,873 2,721,040 - 100
17 RTGERS N.V. 31.12.2014 EURO 4,086,707 1,278,174 7,102,274 7,102,274 - 81,990 3,235,586 - 3,235,586 - 100
18 RTGERS Polymers Ltd. 31.12.2014 CAD 863,085 242,501 2,531,923 2,531,923 - 2,786,386 385,357 (11,629) 396,986 - 100
19 RTGERS Canada Inc. 31.12.2014 CAD 2,027,940 162,517 7,171,968 7,171,968 - 8,653,038 (182,322) 2,496 (184,818) - 100
20 Handy Chemicals (U.S.A.) Ltd. 31.12.2014 US$ 5 (27,125) 234,564 234,564 - 1,814,396 43,809 (2,309) 46,118 - 100
21 RTGERS Holding Belgium BVBA 31.12.2014 EURO 7,007,613 858,319 11,407,932 11,407,932 - 152 129,329 (3) 129,332 3,560,400 100
22 RTGERS Belgium N.V. 31.12.2014 EURO 2,174,400 16,011,796 23,503,912 23,503,912 - 22,442,404 4,043,721 (108,348) 4,152,069 - 100
23 VFT France S.A 31.12.2014 EURO 797,280 175,443 984,330 984,330 - 452,486 51,676 (3,183) 54,859 - 100
24 VFT Trading N.V. 31.12.2014 EURO 761,040 204,359 965,399 965,399 - - 33,481 - 33,481 - 100
25 Rumba Invest BVBA & Co. KG 31.12.2014 EURO - (1,863) 1,362,793 1,362,793 - 125,788 - - - - 94.9
26 RTGERS Holding Germany GmbH(5) 31.12.2014 EURO 2,174 10,582,665 19,061,327 19,061,327 - 2,003,388 1,862,344 18,763 1,843,581 696,600 100
27 RTGERS Germany GmbH (5) 31.12.2014 EURO 2,226,586 6,565,803 15,618,566 15,618,566 52,206 746,774 132,495 (59,931) 192,426 - 99.7

Operational Performance of Subsidiary Companies/Joint Ventures/Associate Companies (Contd.)
Rs. in thousands
Sl. Name of the Subsidiary Reporting period Reporting Currency Share Reserves Total Total Investments Turnover Profit/ Tax Profit/ Proposed % of
No. Company for the subsidiary and Exchange rate as Capital & Surplus Assets Liabilities (Refer Note (Loss) Expense/ (Loss) Dividend share-
concerned, if on the last date of the 4 below) before (Benefit) after holding
different from the relevant Financial Taxation Taxation
holding companys year in the case of
reporting period foreign subsidiaries

(Refer Note 1 below)
28 RTGERS Aromatic Chemicals GmbH(5) 31.12.2014 EURO 7,320 612,018 2,013,856 2,013,856 - 5,781,588 (327,165) 12,868 (340,033) - 100
29 RTGERS InfraTec GmbH(5) 31.12.2014 EURO 1,884 146,493 3,603,421 3,603,421 - 5,427,589 (538,816) 27,901 (566,717) - 100
(5)
30 RTGERS ChemTrade GmbH 31.12.2014 EURO 37,110 (33,304) 983,893 983,893 - 4,375,914 (62,238) 3,176 (65,414) - 100
31 RTGERS Basic Aromatics GmbH(5) 31.12.2014 EURO 1,884 786,502 7,092,739 7,092,739 - 21,540,111 (633,749) 26,939 (660,688) - 100
32 RTGERS Novares GmbH(5) 31.12.2014 EURO 166,849 50,621 5,933,171 5,933,171 - 15,184,951 (687,368) 25,528 (712,896) - 100
(6)
33 RTGERS Resins GmbH 31.12.2014 EURO - - - - - - - - - - -
34 RTGERS Resins BV 31.12.2014 EURO 74,201 (138,346) 1,453,655 1,453,655 - 3,241,428 (834,634) (276) (834,358) - 100
35 Severtar Holding Ltd. 31.12.2014 EURO 10,235 831,251 842,211 842,211 - - (3,366) - (3,366) - 65.3
36 OOO RTGERS Severtar 31.12.2014 RUB 286,648 (467,811) 2,081,493 2,081,493 - 18,915 (1,364,243) 34,197 (1,398,440) - 100
37 RTGERS Poland Sp. z o.o 31.12.2014 PLN 195,700 88,666 330,051 330,051 - 997,586 83,992 (2,091) 86,083 18,877 100
120
38 RTGERS (Shanghai) Trading Co. Ltd.(7) 31.12.2014 PLN 12,359 3,291 17,294 17,294 - 30,529 11,516 (596) 12,112 - 100
Notes:
1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies are based on the exchange rates as at December 31, 2014. Exchange
rates as on the last date of the financial year are INR/USD - 63.33; INR/EURO - 77.00; INR/RUB - 1.12; INR/CNY - 10.33; INR/PLN - 17.96; INR/CAD - 54.68.
2. Refer Note 2(d) of Consolidated Financial Statements to see relation with the subsidiary, percentage equity holding and Country of incorporation for each of subsidiary.
3. Financial information is based on Audited Results of the subsidiaries. The reporting period of the subsidiary is same as that of holding Company.
4. Investments except in case of investments in subsidiaries.
5. Controlled companies in German fiscal unity, income according to local GAAP transferred to RTGERS Holding Germany GmbH and taxed on consolidated basis.
6. Merged with RTGERS Novares GmbH during the year.
7. Incorporated during the year.
1. Names of subsidiaries which are yet to commence operations

1 OOO RTGERS Severtar, Russia
2. Names of subsidiaries which have been liquidated or sold during the year.
1 RTGERS Resins GmbH, Germany
Part B- Associates and Joint Ventures
Rs. in thousands
S. Name of Latest Shares of Associate / Description of Reason why Networth attributable
No. Associates/ audited Joint Ventures held by how there is the associate/ to Shareholding
Joint Balance the company on the year end significant joint venture is as per latest audited Profit / Loss for the year
Ventures Sheet date influence not consolidated Balance Sheet
No. Amount of Extend of i. Considered in ii. Not
Investment Holding % Consolidation Considered in
in Associates/ Consolidation
Joint Venture
1 InfraTec Duisburg
GmbH (IDGmbH) 31.12.2013 7,500 64,611 30 Based on the As the group 25,964 (5,051) (11,785.53)
percentage of has only ability
holding over to exercise
2 Tarlog GmbH 31.12.2014 50,000 3,850 50 these investees signifcant (17,839) 9,269 9,269.40
influence but
121
(Tarlog)
not control
over these
investees
1 Names of associates or joint ventures which are yet to commence operations

- NIL -
2 Names of associates or joint ventures which have been liquidated or sold during the year.
- NIL -
Place : Hyderabad N. Jagan Mohan Reddy N. Sujith Kumar Reddy T. Srinivasa Rao S. Venkat Ramana Reddy
Date : February 27, 2015 Managing Director Director Chief Financial Officer Company Secretary
DIN: 00017633 DIN: 00022383 M. No.: F29080 M. No.: A14143

CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of
Rain Industries Limited (Formerly Rain Commodities Limited)
We have audited the accompanying Consolidated accounting policies used and the reasonableness of the
Financial Statements of Rain Industries Limited (formerly accounting estimates made by Management, as well as
Rain Commodities Limited) ("the Company") its evaluating the overall presentation of the consolidated
subsidiaries and associates (collectively referred to as the financial statements.
"Rain Group"), which comprise the Consolidated Balance
We believe that the audit evidence we have obtained is
Sheet as at December 31, 2014, the Consolidated
sufficient and appropriate to provide a basis for our audit
Statement of Profit and Loss and the Consolidated Cash
opinion.
Flow Statement for the year then ended, and a summary
of significant accounting policies and other explanatory Opinion
information.
In our opinion and to the best of our information and
Management's responsibility for the Consolidated according to the explanations given to us, the consolidated
Financial Statements financial statements give a true and fair view in conformity
with the accounting principles generally accepted in India:
Management is responsible for the preparation of these
consolidated financial statements that give a true and fair (i) in the case of the Consolidated Balance Sheet, of the
view of the consolidated financial position, consolidated state of affairs of the Rain Group as at December 31,
financial performance and consolidated cash flows of the 2014;
Company in accordance with the applicable financial
reporting framework. This responsibility includes the (ii) in the case of Consolidated Statement of Profit and
design, implementation and maintenance of internal Loss, of the profit for the year ended on that date;
control relevant to the preparation and presentation of and
the consolidated financial statements that give a true and (iii) in the case of Consolidated Cash Flow Statement, of
fair view and are free from material misstatement, whether the cash flows for the year ended on that date.
due to fraud or error.
Other Matters
Auditors' Responsibility
a) We did not audit the financial statements and other
Our responsibility is to express an opinion on these financial information of certain subsidiaries and
consolidated financial statements based on our audit. We associates which have been audited by other auditors
conducted our audit in accordance with the Standards whose reports have been furnished to us, and our
on Auditing issued by the Institute of Chartered opinion is based on the report of other auditors. The
Accountants of India. Those Standards require that we attached consolidated financial statements include
comply with ethical requirements and plan and perform total assets of Rs. 118,793,559 thousands as at
the audit to obtain reasonable assurance about whether December 31, 2014, total revenues of Rs. 91,764,561
the consolidated financial statements are free from thousands and net cash out flows amounting to Rs.
material misstatement. 218,179 thousands in respect of the aforementioned
An audit involves performing procedures to obtain audit subsidiaries and share of loss from associates of Rs.
evidence about the amounts and disclosures in the 1,238 thousands for the year then ended.
financial statements. The procedures selected depend on
the auditor's judgment, including the assessment of the for B S R & Associates LLP
risks of material misstatement of the consolidated financial Chartered Accountants
statements, whether due to fraud or error. In making those Firm registration Number: 116231W/ W-100024
risk assessments, the auditor considers internal controls
relevant to the Company's preparation and presentation
of the consolidated financial statements in order to design Sriram Mahalingam
audit procedures that are appropriate in the circumstances. Hyderabad Partner
An audit also includes evaluating the appropriateness of February 27, 2015 Membership Number: 049642

CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2014

As at As at
Note
A. EQUITY AND LIABILITIES
1. Shareholders' funds
(a) Share capital 3 672,691 672,691
(b) Reserves and surplus 4 28,785,138 31,560,367
29,457,829 32,233,058
2. Minority interest 216,294 416,189
3. Non current liabilities
(a) Long-term borrowings 5 71,678,172 74,508,296
(b) Deferred tax liability, net 6 4,225,059 4,720,640
(c) Other long-term liabilities 7 526,218 1,269,447
(d) Long-term provisions 8 7,898,296 6,878,485
84,327,745 87,376,868
4. Current liabilities
(a) Short-term borrowings 9 3,431,431 5,867,440
(b) Trade payables 10 10,007,815 12,574,856
(c) Other current liabilities 11 6,989,047 6,790,514
(d) Short-term provisions 12 1,121,156 1,005,312
21,549,449 26,238,122
TOTAL 135,551,317 146,264,237
B. ASSETS
1. Non-current assets
(a) Fixed assets
(i) Tangible assets 13 28,880,371 29,916,006
(ii) Intangible assets 13 58,237,558 62,706,524
(iii) Capital work-in-progress 2,690,594 2,721,355
(b) Non-current investments 14 68,316 75,521
(c) Deferred tax asset, net 6 2,027,284 1,659,569
(d) Long-term loans and advances 15 2,581,506 1,142,850
(e) Other non-current assets 16 14,817 16,463
4,691,923 2,894,403
2. Current assets
(a) Current investments 17 195,374 65,000
(b) Inventories 18 15,337,164 20,001,846
(c) Trade receivables 19 13,712,022 15,370,564
(d) Cash and bank balances 20 8,995,153 8,446,888
(e) Short-term loans and advances 21 2,413,073 2,427,442
(f) Other current assets 22 398,085 1,714,209
41,050,871 48,025,949
TOTAL 135,551,317 146,264,237
Corporate information 1
Significant accounting policies 2
The notes referred to above form an integral part of the consolidated financial statements
Place: Hyderabad
STATEMENT OF CONSOLIDATED PROFIT AND LOSS FOR THE YEAR ENDED DECEMBER 31, 2014
Note
1. Revenue
Revenue from operations (gross) 23 121,445,484 119,189,143
Less: Excise duty 2,075,613 1,745,774
Revenue from operations (net) 119,369,871 117,443,369
Other income 24 773,498 566,301
Total revenue 120,143,369 118,009,670
2. Expenses
Cost of materials consumed 45,449,904 50,962,505
Purchases of stock-in-trade 22,265,061 16,790,089
Changes in inventories of finished goods,
work-in-progress and stock-in-trade 25 1,189,259 (673,173)
Employee benefits expense 26 9,766,999 8,855,948
Finance costs 27 6,198,722 5,933,911
Depreciation and amortisation expense 13 3,469,794 3,568,226
Impairment loss 30.3 95,230 1,303,560
Other expenses 28 28,554,047 27,033,765
Total expenses 116,989,016 113,774,831
3. Profit before exceptional items, tax, share of loss
of associates and minority interest (1-2) 3,154,353 4,234,839
4. Exceptional Items (Refer note 30.14) 2,577,419 -
5. Profit before tax, share of loss of associates
and minority interest (3-4) 576,934 4,234,839
6. Tax expense 29 (120,614) 367,236
7. Profit after tax and before share of loss of
associates and minority interest (5-6) 697,548 3,867,603
8. Share of loss of associates 1,238 12,143
9. Minority interest (188,992) 10,205
10. Profit for the year (7-8-9) 885,302 3,845,255
Earnings per share of Rs. 2/- each 30.10
Basic and Diluted (Rs.) 2.63 11.41
Corporate information 1
Significant accounting policies 2
The notes referred to above form an integral part of the consolidated financial statements


Place: Hyderabad

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2014
A. Cash flow from operating activities
Profit before taxation 576,934 4,234,839
Adjustments for :
Depreciation and amortisation expense 3,469,794 3,568,226
(Profit)/Loss on sale of fixed assets (net) (11,168) (321)
Interest and other borrowing costs 6,078,501 5,933,145
Interest income (101,543) (129,290)
Dividend income from current investments (7,904) -
Impairment loss 95,230 1,303,560
Liabilities/provisions no longer required written back (207,448) (149,580)
Bad debts written off 6,586 30,319
Provision for doubtful debts and advances 7,759 (12,810)
Loss/(gain) on foreign currency transactions
and translation (net) 388,180 195,015
9,717,987 10,738,264
Operating profit before working capital changes 10,294,921 14,973,103
Adjustments for :
Adjustments for (increase)/decrease in operating assets:
Inventories 3,962,042 (1,123,933)
Trade receivables (232,841) (135,367)
Loans and advances and other assets 418,439 (1,422,427)
Trade payables, other liabilities and provisions 192,446 (5,272,632)
4,340,086 (7,954,359)
Cash generated from operations 14,635,007 7,018,744
Income taxes paid, net (1,722,467) (927,308)
Net cash from operating activities 12,912,540 6,091,436
B. Cash flow from investing activities

Purchase of fixed assets, including capital advances (3,902,924) (3,653,581)
Proceeds from sale of fixed assets 45,470 64,307
Cash paid for acquisition, net of cash acquired - (37,509,764)
Purchase of current investments (195,000) (65,000)
Refund of capital advances 156,374 -
Proceeds from sale of investments 65,000 20
Bank deposits and other bank balances (301,440) 38,293,806
Interest received 94,096 183,140
Dividends received on current investments 7,530 -
Net cash used in investing activities (4,030,894) (2,687,072)

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2014 (Contd.)
C. Cash flow from financing activities
Proceeds from long-term borrowings 1,210,506 2,462,704
Repayment of long-term borrowings (2,403,027) (6,913,515)
Net increase/(decrease) in working capital borrowings (432,528) 4,704,623
Sales tax deferment paid (44,791) (41,661)
Interest and other borrowing costs paid (6,910,731) (4,298,585)
Dividend paid (including tax on dividend) (336,346) (776,481)
Buy-back of equity shares (Refer note 30.1) - (202,773)
Net cash used in financing activities (8,916,917) (5,065,688)
Net decrease in cash and cash equivalents (A+B+C) (35,271) (1,661,324)
Cash and cash equivalents - opening balance 8,138,711 8,065,407
Effect of exchange differences on restatement of
foreign currency cash and cash equivalents 297,226 1,734,628
Cash and Cash equivalents - Closing Balance (Refer Note (ii) below) 8,400,666 8,138,711
Notes:
(i) The above consolidated cash flow statement has been prepared under the 'Indirect Method' as set out in the
Accounting Standard - 3 on Cash Flow Statements.
(ii) Reconciliation of Cash and Cash equivalents with the Balance Sheet:
As at As at
Cash and Cash equivalents - Closing Balance 8,400,666 8,138,711

Add: Other bank balances 594,487 308,177
Cash and Bank balances - Closing Balance 8,995,153 8,446,888
(iii) Comparative figures of the previous year, where necessary, have been regrouped to conform to those of the
current year.


Place: Hyderabad

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Corporate Information

Rain Industries Limited (RIL or the Company or the Parent Company) was incorporated on March 15, 1974
under the Companies Act, 1956. The Company along with its subsidiaries (the Group or Rain Group) is
engaged in the business of manufacture and sale of Carbon Products, Chemicals and Cement.
Carbon Products comprises of Calcined Petroleum Coke (CPC), Green Petroleum Coke (GPC), Coal Tar Pitch
(CTP), Co-generated Energy and other derivatives of Coal Tar distillation. Chemicals include the downstream
operations of Coal Tar distillation and are comprised of Resins, Modifiers, Super Plasticizers and other specialty
products. The manufacture and sale of Cement has been classified as Cement.
The name of the Company has been changed to Rain Industries Limited from Rain Commodities Limited, pursuant
to the approval received from the Registrar of Companies, Hyderabad on July 8, 2013.
Note 2: Significant Accounting Policies

(a) Basis of preparation of Consolidated Financial Statements
The consolidated financial statements have been prepared under the historical cost convention on an accrual
basis, to comply with the generally accepted accounting principles in India (Indian GAAP), the Accounting
Standards prescribed in the Companies (Accounting Standard) Rules, 2006 (as amended) issued by Central
Government of India and the relevant provisions of the Companies Act, 1956, the relevant provisions of the
Companies Act, 2013 to the extent applicable and the guidelines issued by the Securities and Exchange
Board of India (SEBI). The consolidated financial statements are presented in Indian rupees rounded off to
the nearest thousand.
(b) Use of estimates
The preparation of the consolidated financial statements in conformity with the Indian GAAP requires the
Management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent liabilities as at the date of the consolidated financial statements and the reported
amounts of revenue and expenses during the reported period. Management believes that the estimates used
in the preparation of the consolidated financial statements are prudent and reasonable. Actual results could
differ from these estimates. Changes in estimates are reflected in the consolidated financial statements in the
period in which changes are made.
(c) Current and non current classification
All assets and liabilities are classified into current and non-current.
Assets
An asset is classified as current when it satisfies any of the following criteria:
i. It is expected to be realised in, or is intended for sale or consumption in, the Groups normal operating
cycle;
ii. It is held primarily for the purpose of being traded;
iii. It is expected to be realised within 12 months after the reporting date; or
iv. It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at
least 12 months after the reporting date.
Current assets include the current portion of non-current financial assets. All other assets are classified as
non-current.

Liabilities
A liability is classified as current when it satisfies any of the following criteria:
i. It is expected to be settled in the Groups normal operating cycle;
ii. It is held primarily for the purpose of being traded;
iii. It is due to be settled within 12 months after the reporting date; or
iv. The Group does not have an unconditional right to defer settlement of the liability for at least 12 months
after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its
settlement by the issue of equity instruments do not affect its classification.
Current liabilities include current portion of non-current financial liabilities. All other liabilities are
classified as non-current.
Operating cycle
Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or
cash equivalents. The Groups operating cycle is within a period of 12 months.
(d) Principles of consolidation
The Consolidated Financial Statements of the Group have been prepared in accordance with Accounting
Standard 21 (AS-21) - Consolidated Financial Statements, Accounting Standard 23 (AS-23) - Accounting
for Investments in Associates in Consolidated Financial Statements.
The Financial Statements of the subsidiaries and associates used in consolidation are drawn upto the same
reporting date as that of the Parent Company i.e. year ended December 31, 2014 and are audited.
The consolidated financial statements have been prepared on the following basis:
i) The Financial Statements of the Parent Company and its Subsidiary Companies have been consolidated
on a line-by-line basis by adding together book value of like items of assets, liabilities, income and
expenses, after eliminating intra-group balances, intra-group transactions and resulting unrealised profits
or losses unless cost cannot be recovered.
ii) The Consolidated Financial Statements include the share of profit/loss of the associate companies which
have been accounted for using equity method as per AS-23 Accounting for Investments in Associates in
Consolidated Financial Statements. Accordingly, the share of profit/loss of each of the associate companies
(the loss being restricted to the cost of investment) has been added to/deducted from the cost of
investments.
iii) The excess of cost to the Group of its investments in the subsidiary companies, over its share of equity
of the subsidiary companies, at the date on which the investments are made, is recognised as Goodwill
being an asset in the Consolidated Financial Statements and included under the head Fixed Assets.
Such Goodwill is not amortised and is tested for impairment at the end of each financial year. Alternatively,
where the share of equity in the subsidiary, as on the date of investment is in excess of cost of investment
of the Group, it is recognised as Capital Reserve and included under the head Reserves and Surplus,
in the Consolidated Financial Statements.
iv) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable
to the minority shareholders at the dates on which investments in the subsidiary companies were made
and further movements in their share in the profit/loss, subsequent to the dates of Investments.


The Companies considered in the consolidated financial statements along with Rain Industries Limited are:
Groups proportion
of Ownership
Sl. Name of the Company Relationship Country of Interest (%)
No. Incorporation December December
31, 2014 31, 2013
1 Rain Cements Limited (RCL) Subsidiary India 100 100
2 Rain Commodities (USA) Inc. Subsidiary United States 100 100
(RCUSA) of America
3 Rain Coke Limited (RCOKE) Subsidiary India 100 100
4 Moonglow Company Business Inc. Subsidiary of RCL British Virgin 100 100
(Moonglow) Island
5 Renuka Cement Limited (RenCL) Subsidiary of RCL India 100 100
6 Rain Carbon Inc. (RCI)(Formerly Subsidiary of United States 100 100
Rain Carbon USA, LLC) RCUSA of America
7 Rain Global Holdings, LLC (RGH) Subsidiary of United States 100 100
(Formerly Carbon Holdings USA, LLC) RCI of America
8 Rain Carbon Holdings, LLC (RCH) Subsidiary of United States 100 100
(Formerly CPC Holdings USA, LLC) RGH of America
9 Rain Global Services LLC (RGS) Subsidiary of RCH United States 80.5 80.5
of America
10 RGS Egypt Limited Company L.L.C Subsidiary of RGS Egypt 51 51
(RGS Egypt)
11 Rain CII Carbon (Vizag) Limited Subsidiary of RCH India 100 100
(RCCVL)
12 Rain CII Carbon LLC (RCC) Subsidiary of RCH United States 100 100
of America
13 CII Carbon Corp. (CIICC) Subsidiary of RCC United States 100 100
of America
14 Rain CII Carbon Mauritius Limited Subsidiary of RCC Mauritius 100 100
(RCCML)
15 Zhenjiang Xin Tian Tansu Co. Ltd Subsidiary of RCCML China 100 100
(ZXTTCL)
16 Rain CTP Inc. (Rain CTP) Subsidiary of RCC United States 100 100
of America
17 RTGERS N.V. (RNV) Subsidiary of Rain Belgium 100 100
CTP
18 Handy Chemicals (U.S.A.) Ltd. Subsidiary of Rain United States
(HUSA) CTP of America 100 100
19 RTGERS Canada Inc. (RCan) Subsidiary of Rain Canada 100 100
CTP
20 RTGERS Polymers Ltd. (RPL) Subsidiary of Rain Canada 100 100
CTP

21 RTGERS Holding Belgium BVBA Subsidiary of Rain Belgium 100 100

(RHBVBA) CTP & RNV
22 RTGERS Belgium N.V. (RBNV) Subsidiary of Belgium 100 100
RHBVBA
23 RTGERS Holding Germany Subsidiary of RBNV Germany 100 100
GmbH (RHGmbH)
24 VFT Trading N.V. (VNV) Subsidiary of RBNV Belgium 100 100
25 VFT France S.A (VFSA) Subsidiary of RBNV France 100 100
26 Rumba Invest BVBA & Co. KG Subsidiary of Germany 94.9 94.9
(Rumba) RHGmbH
27 RTGERS Germany GmbH Subsidiary of Germany 99.7 99.7
(RGmbH) RHGmbH
28 RTGERS Aromatic Chemicals Subsidiary of Germany 100 100
GmbH (RACGmbH) RGmbH
29 RTGERS InfraTec GmbH Subsidiary of Germany 100 100
(RIGmbH) RGmbH
30 RTGERS ChemTrade GmbH Subsidiary of Germany 100 100
(RCTGmbH) RGmbH
31 RTGERS Basic Aromatics GmbH Subsidiary of Germany 100 100
(RBAGmbH) RGmbH
32 RTGERS Novares GmbH Subsidiary of Germany 100 100
(RNGmbH) RGmbH
33 RTGERS Poland Sp. z o.o (RPZ) Subsidiary of Poland 100 100
RBAGmbH
34 RTGERS Resins GmbH Subsidiary of Germany -* 100
(RRGmbH) RNGmbH
35 Severtar Holding Ltd. (Severtar) Subsidiary of Cyprus 65.3 65.3
RHGmbH
36 RTGERS Resins BV (RRBV) Subsidiary of The 100 100
RRGmbH Netherlands
37 OOO RTGERS Severtar Subsidiary of Russia 100 100
(OOOSevertar) Severtar
38 InfraTec Duisburg GmbH Investment in Germany 30 30
(IDGmbH) Associates by RGmbH
39 Tarlog GmbH (Tarlog) Investment in Germany 50 50
Associates by RIGmbH
40 RTGERS (Shanghai) Subsidiary of China 100** NA
Trading Co. Ltd. RGmbH
* During the current year RRGmbH is merged with RNGmbH

** Incorporated during the current year.


(e) Revenue Recognition
Revenue on sale of products is recognised on dispatch of goods and upon transfer of property in the goods to
customers. Sales are inclusive of excise duty, but excludes sales tax and trade discounts as applicable.
Revenue from sale of carbon products include sale of co-generated energy which is recorded exclusive of
electricity duty payable to Government authorities and recognised in accordance with contract terms. Revenue
from services rendered is recognised when the related services are performed in accordance with contract
terms.
Revenues which arise from the Groups operating activities, principal or ancillary, but which are not arising
from sale of products/services rendered are included as other operating revenues.
Income from sale of Certified Emission Reduction (CERs) are recognised on conclusion of CER sale to
ultimate buyers.
Rental income is recognised on a time-apportioned basis in accordance with the underlying substance of the
relevant contract.
(f) Other Income
Interest income is recognised using the time proportion method, based on the underlying interest rates.
Dividend income is recognised when the Groups right to receive dividend is established.
(g) Tangible Assets and Depreciation
Fixed Assets are stated at cost/professional valuation less accumulated depreciation. Cost includes freight,
installation cost, duties and taxes, interest on specific borrowings utilised for financing the qualifying fixed
assets and other incidental expenses. Subsequent expenditure related to an item of tangible fixed asset is
capitalised only if it increases the future benefits from the existing assets beyond its previously assessed
standards of performance.
Advances paid towards acquisition of tangible fixed assets outstanding at each balance sheet date are shown
under long-term loans and advances as capital advances. Cost of assets not ready for intended use, as on the
balance sheet date, is shown as capital work-in-progress.
Depreciation is provided on straight-line method at the rates specified in the Schedule XIV to the Companies
Act, 1956 or based on the estimated economic useful lives whichever is higher.
The cost of land used for mining is amortised over the estimated period of mining rights granted and leasehold
land is amortised over the lease period.
Individual assets costing rupees five thousand or below are fully depreciated in the year of acquisition and
put to use.
Gains and losses on disposal of tangible assets are determined as the difference between net sales proceeds
and the carrying amount, and are presented in the Statement of Consolidated Profit and Loss.
(h) Intangible Assets (other than goodwill on consolidation) and Amortisation
Intangible assets are recorded at the consideration paid for acquisition including any import duties and other
applicable taxes (other than those subsequently recoverable by the enterprise from the taxing authorities),
and any directly attributable expenditure in making the asset ready for its intended use.
Intangible assets are amortised on a systematic basis over the best estimate of their useful lives, commencing
from the date the asset is available to the Group for its use.
An intangible asset is derecognised on disposal or when no future economic benefits are expected from its
use and disposal. Gains or losses arising from the disposal of intangible assets are recognised in the Statement
of Consolidated Profit and Loss.
(i) Impairment of assets
All fixed assets including Goodwill and other intangible assets are assessed for any indication of impairment
at the end of each financial year. For assets in respect of which any such indication exists the assets recoverable
amount is estimated.


For the purpose of impairment testing, assets are grouped together into the smallest group of assets (Cash
Generating Unit or CGU) that generates cash inflows from continuing use that are largely independent of the
cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value
in use and its net selling price. Value in use is the present value of estimated future cash flows expected to
arise from the continuing use of an asset and from its disposal at the end of its useful life.
An impairment loss is recognised in the Statement of Consolidated Profit and Loss in the respective financial
years, if the carrying amount of the assets or CGU exceeds its recoverable amount.
If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer
exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a
maximum of amortised historical cost.
(j) Inventories
Inventories are valued at lower of cost and net realisable value. Raw material cost is computed on the basis
of weighted average cost per unit of measurement after providing for obsolescence, if any. Finished goods
and work in progress are valued at lower of cost and net realisable value. Cost is determined on a weighted
average basis and comprises material, labour and applicable overhead expenses. Stores and spares are
valued at cost determined on weighted average basis, or below.
Traded goods are valued at lower of weighted average cost and net realisable value.
Goods in transit are valued at cost or below.
Power banking units are valued at lower of cost or net realizable value. Cost comprises the raw material cost
allocated to power generation.
(k) Foreign Currency Transactions
Transactions in foreign currency are recorded at the exchange rates prevailing on the date of the transactions.
Monetary assets and liabilities denominated in foreign currency are restated at the rate prevailing on the
balance sheet date. The resultant gain/loss upon such restatement along with the gain/loss on account of
foreign currency transactions are accounted in the Statement of Consolidated Profit and Loss. In respect of
items covered by forward exchange contracts, the premium or discount arising at the inception of such a
forward exchange contract is amortised as expense or income over the life of the contract. Any profit or loss
arising on cancellation or renewal of such a forward contract is recognised in the Statement of Consolidated
Profit and Loss.
All subsidiaries of the Group are in the nature of non-integral operations in terms of Accounting Standard 11,
The effects of changes in foreign exchange rates. All monetary and non monetary assets and liabilities are
translated at the rate prevailing on the balance sheet date. All revenue and expense transactions during the
year are reported at an average rates. The resultant translation adjustment is reflected as Foreign Currency
Translation Reserve and included under Reserves and Surplus.
(l) Investments
Non-current investments are carried at cost less provision for diminution, other than temporary, if any, in the
value of such investments. Current investments are carried at the lower of cost and fair value.
(m) Employee Benefits
Defined contribution plans
Contributions paid/payable under defined contribution plans are recognised in the Statement of Consolidated
Profit and Loss each year. The Group makes the contributions and has no further obligations under the plan
beyond its contributions.
Defined benefit plans
For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit method,
with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised
in the Statement of Consolidated Profit and Loss in the period in which they occur. Past service cost is
recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a


straight line basis over the average period until the benefits become vested. The retirement benefit obligation
recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for
unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this
calculation is limited to past service cost, plus the present value of available refunds and reductions in future
contributions to the schemes. All actuarial gains and losses arising during the year are recognised in the
Statement of Consolidated Profit and Loss.
Other long-term employee benefits
Other long term employee benefits comprise compensated absences which is provided based on an actuarial
valuation carried out in accordance with AS-15 Employee Benefits at the end of the year.
Short-term employee benefits
Employee benefits payable wholly within twelve months of receiving employee services are classified as
short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The
undiscounted amount of short-term employee benefits to be paid in exchange for employee services is
recognised as an expense as the related service is rendered by employees.
(n) Segment Reporting
The Group has considered business segment as the primary segment for reporting. The products considered
as business segment are:
Carbon Products
Chemicals
Cement
The above business segments have been identified based on the nature of products, risks and return,
organisation structure and internal financial reporting.
The geographical segments considered for disclosures are:
Sales within India represents sales made to customers located within India.
Sales outside India represents sales made to customers located outside India.
The accounting policies adopted for segment reporting are in line with the accounting policies of the Group.
Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments
on the basis of their relationship to the operating activities of the respective segment.
(o) Leases
Assets leased by the Group in its capacity as lessee where substantially all the risks and rewards of ownership
vest in the Group are classified as finance leases. Such leases are capitalised at the inception of the lease at
the lower of the fair value and the present value of the minimum lease payments and a liability is created for
an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to
obtain a constant periodic rate of interest on the outstanding liability for each year.
Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with
the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the
Statement of Consolidated Profit and Loss on accrual basis.
Profit or loss on sale and lease back arrangements resulting in operating leases are recognised, in case the
transaction is established at fair value, else the excess over the fair value is deferred and amortised over the
period for which the asset is expected to be used.
(p) Derivative Instruments and Hedge Accounting
The Group uses foreign exchange forward contracts, option contracts and swap contracts (derivatives) to
mitigate its risk of changes in foreign currency exchange rates and does not use them for trading or speculative
purposes.


The premium or discount on foreign exchange forward contracts is amortised as income or expense over the
life of the contract. The exchange difference is calculated and recorded in accordance with AS-11 (revised)
in the Statement of Consolidated Profit and Loss. The changes in the fair value of foreign currency option and
swap contracts are recognised in the Statement of Consolidated Profit and Loss as they arise. Fair value of
such option and swap contracts is determined based on the appropriate valuation techniques considering
the terms of the contract.
The Group has designated foreign currency loans availed as a hedging instrument to hedge its net investment
in non-integral foreign operations, with effect from January 1, 2009. Accordingly, the translation gain/(loss)
on such foreign currency loans, determined as an effective net investment hedge is recognised in Foreign
Currency Translation Reserve (FCTR) included under Reserves and Surplus and would be transferred to the
Statement of Consolidated Profit and Loss upon sale or disposal of the investment in the non-integral foreign
operations.
(q) Earnings Per Share
The earnings considered in ascertaining the Groups Earnings Per Share (EPS) comprise net profit after tax
(and includes the post tax effect of any extra ordinary items). The number of shares used in computing basic
EPS is the weighted average number of shares outstanding during the year.
Dilutive potential equity shares are deemed to be converted as of the beginning of the year, unless they have
been issued at a later date. The number of shares used for computing the diluted EPS is the weighted average
number of shares outstanding during the year after considering the dilutive potential equity shares.
(r) Tax Expense
Current tax is determined based on the amount of tax payable in respect of taxable income for the year.
Deferred tax is recognised on timing differences being the difference between the taxable income and
accounting income that originate in one period and are capable of reversal in one or more subsequent
periods subject to consideration of prudence. Deferred tax assets on unabsorbed depreciation and carry
forward of losses are not recognised unless there is a virtual certainty that there will be sufficient future
taxable income available to realize such assets. Deferred tax assets and liabilities have been measured using
the tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date.
(s) Borrowing Costs
Borrowing costs include interest and exchange differences arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the interest cost. Borrowing costs, allocated to and utilised for
qualifying assets, pertaining to the period from commencement of activities relating to construction / development
of the qualifying asset upto the date of capitalisation of such asset is added to the cost of the assets.
(t) Cash Flow Statements
Cash flows are reported using the indirect method, whereby net profit/ (loss) before tax is adjusted for the
effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or
payments. The cash flows from operating, investing and financing activities of the Group are segregated.
Cash and Cash equivalents for the purpose of cash flow comprises of cash at bank and in hand and short
term investments with an original maturity of three months or less.
(u) Provisions and Contingencies
A provision is recognised when the Group has a present obligation as a result of past events and it is probable
that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate
can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are
determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are
reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities
are disclosed in the notes to the consolidated financial statements.
Where the Group expects a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

As at As at
Shares Shares
Note 3: Share capital
Authorized:
Equity Shares of Rs. 2 each 590,000,000 1,180,000 590,000,000 1,180,000
Redeemable preference shares of Rs. 100 each 4,900,000 490,000 4,900,000 490,000
TOTAL 594,900,000 1,670,000 594,900,000 1,670,000
Issued, subscribed and paid up
Equity Shares of Rs. 2 each 336,345,679 672,691 336,345,679 672,691
TOTAL 336,345,679 672,691 336,345,679 672,691
Notes:
(i) Reconciliation of the number of equity shares and amount outstanding at the beginning and at the end of
the year
Shares Shares
As at beginning of the year 336,345,679 672,691 341,701,602 683,403
Less: Equity Shares bought back and
extinguished during the year - - 5,355,923 10,712
As at end of the year 336,345,679 672,691 336,345,679 672,691
(ii) Rights, preferences and restrictions attached to the equity shares

The Company has only one class of equity shares having a par value of Rs. 2 each per share. Each holder of
equity shares is entitled to one vote per share. The final dividend proposed by the Board of Directors is
subject to the approval of the Shareholders in the ensuing Annual General Meeting. However, in case of
interim dividend the profits are distributed based on approval of Board of Directors. In the event of liquidation
of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in proportion to number of equity shares
held by the shareholders.
During the year ended December 31, 2014, the amount of per share dividend recognised as distribution to
equity shareholders was Rs. 1.00 (year ended December 31, 2013: Rs. 1.00).


(iii) Shareholders holding more than 5% of the equity shares

As at As at
Name of the Shareholder December 31, 2014 December 31, 2013
Number of % Number of %
Shares Shares
Sujala Investments Pvt. Limited 37,766,675 11.23 37,766,675 11.23
ICICI Prudential (including all managed funds) 27,174,440 8.08 13,162,166 3.91
Reliance Capital Trustee Co. Ltd
(including all managed funds) 28,559,914 8.49 30,454,542 9.05
Focus India Brands Pvt Ltd 25,316,465 7.53 25,316,465 7.53
Anantha A L Reddy 17,673,225 5.25 17,673,225 5.25
Meghamala Enterprises Private Limited 17,404,110 5.17 17,404,110 5.17
(iv) There are no shares issued pursuant to contract without payment being received in cash during the period of
five years immediately preceding the reporting date
(v) Equity shares bought back (including pending extinguishment) during the last five years:
As at As at
Number of Shares Number of Shares
Aggregate no. of shares [Refer Notes (a) to (c) below] 17,827,216 23,827,216
Note:
(a) 10,000,000 equity shares of Rs. 2 each fully paid-up were bought back from the shareholders pursuant to
buyback of equity shares during the period from November 14, 2011 to March 29, 2012.
(b) 2,471,293 equity shares of Rs. 2 each fully paid-up were bought back from the shareholders pursuant to
buyback of equity shares during the period from October 22, 2012 to December 31, 2012.
(c) 5,355,923 equity shares of Rs. 2 each fully paid-up were bought back from the shareholders pursuant to
buyback of equity shares during the period from January 1, 2013 to March 31, 2013.


As at As at
Note 4: Reserves and surplus
(a) Capital Reserve 37,468 37,468
(b) Capital redemption reserve
Consolidated Profit and Loss - 10,712
(c) Securities premium account
Less: Utilised towards buy back of equity shares - 192,061
(d) General reserve
Consolidated Profit and Loss - 14,476
(e) Foreign currency translation reserve
Opening balance 5,444,728 2,027,653
Add: Effect of changes in foreign exchange rates (3,324,185) 3,417,075
Closing balance 2,120,543 5,444,728
(f) Surplus in statement of consolidated profit and loss
Opening balance 24,523,153 21,046,248
Add: Profit for the year 885,302 3,845,255
Less: Interim dividend (Refer note 3(ii)) 336,346 336,345
Proposed final dividend (net of dividend on
shares bought back) (Refer Note 3(ii))* - (2,851)
Tax on dividend (net of eligible credit)* - 9,668
Transfer to General reserve - 14,476
Transfer to Capital redemption reserve - 10,712
Closing balance 25,072,109 24,523,153
TOTAL 28,785,138 31,560,367
* The amount in previous year is net of reversal of proposed final dividend and tax on such dividend for the
financial year ended December 31, 2012 on account of buy back of 5,355,923 equity shares during the period
from January 1, 2013 to March 25, 2013. The shareholders approved the dividend in Annual General Meeting
held on April 27, 2013 with the record date of April 18, 2013. Accordingly, the shares bought back were not
entitled for dividend and hence proposed final dividend and tax on such shares have been reversed as at
December 31, 2013.


As at As at
Note 5: Long-term borrowings
A. Term loans
From banks
- Secured 5,354,549 5,539,830
From other parties
- Unsecured 718,893 1,008,411
Less: Current portion of Long-term borrowings disclosed
under Note 11 - Other current liabilities 1,461,509 1,341,077
4,611,933 5,207,164
B. Senior secured notes
8.00% Senior secured notes (due for repayment in December 2018) 24,065,400 23,522,000
8.25% Senior secured notes (due for repayment in January 2021) 25,332,000 24,760,000
8.50% Senior secured notes (due for repayment in January 2021) 16,170,619 17,925,621
65,568,019 66,207,621
C. Deferred payment liabilities
- Unsecured 853,031 2,477,409
under Note 11 - Other current liabilities 43,851 1,069,111
809,180 1,408,298
D. Finance lease obligations
- Secured 787,864 994,273
under Note 11 - Other current liabilities 111,034 119,504
676,830 874,769
E. Other loans and advances (Unsecured) 12,210 810,444
TOTAL [A+B+C+D+E] 71,678,172 74,508,296
Notes:
(i) Term loan with the original amount of US$ 40 Million borrowed from IDBI Bank Limited, Dubai branch by the Company is
secured by a pari passu:
(a) First charge on all immovable and movable properties present and future of the Company and Rain Cement Limited, a
wholly owned subsidiary; and
(b) Second charge on all current assets of the Company and Rain Cements Limited, a wholly owned subsidiary Company.
It carries interest of 3 months Libor plus 400 basis points. Of the original amount of US$ 40 Million borrowed, 3 equal
quarterly installments of 8% each from April 1, 2015 to October 1, 2015, 12% of original amount on January 1, 2016 and
24% of original amount on April 1, 2016.
Term loan of US$ 20 Million borrowed from IDBI Bank Limited, Dubai branch, in the current financial year is secured by
a pari passu first charge on all immovable and movable properties present and future of Rain Cements Limited, a wholly
owned subsidiary Company. This loan has a bullet repayment on April 28, 2017. It carries interest of 6 months Libor plus
350 basis points.
The term loans availed by the Company have been utilised for the purpose of investment in its wholly owned subsidiary
company which is engaged in the business of Calcined Petroleum Coke, in accordance with the sanctioned terms.
(ii) Term loan A of US$ 20 Million availed from ICICI Bank Limited, New York Branch by Rain Commodities (USA) Inc. (RCUSA)
is secured by:
(a) Pari passu first charge on all movable fixed assets of RCUSA and first charge on the Debt Service Reserve Account
balance of RCUSA; and


(b) Guarantee from Rain Cements Limited.
This loan is repayable in four equal annual installments starting from March 2014. This loan carries interest of 3 month
Libor plus 500 basis points.
Term loan B of US$ 20 Million availed from ICICI Bank Limited, New York Branch by RCUSA is secured by:
(a) Pari passu first charge on all movable fixed assets of RCUSA and first charge on the Debt Service Reserve Account
balance of RCUSA;
(b) Guarantee from Rain Carbon Holdings, LLC; and
(c) Pledge of 14.6% of membership interest in Rain CII Carbon LLC (RCC) by Rain Carbon Holdings, LLC.This loan is
repayable in four equal annual installments starting from March 2014. This loan carries interest of 3 month Libor plus
600 basis points.
(iii) Term loan availed from European Bank for Reconstruction and Development by OOO RTGERS Severtar (OOOSevertar) is
secured by:
(a) Senior charge on all assets of the OOO Severtar, and
(b) Guarantee from certain group companies, until completion of the project in Russia.
The loan is repayable in 16 equal quarterly instalments starting from July 2014. This loan carries interest of 3 months
LIBOR plus 400 basis points.
(iv) Term loan from others includes loan taken by OOO Severtar from OAO Severstal at fixed interest rate of 8.00% with bullet
repayment in December 2018.
(v) The Senior secured notes of RCC are secured by substantially all of the RCCs assets in the USA and are guaranteed by RCCs
subsidiaries in the USA on a joint and several basis.
(vi) Deferred payment liabilities represents interest free sales tax deferment liability of Rs. 853,031 repayable in 126 monthly
installments based on deferment schedule.
(vii) Finance leases are secured by assets financed under the leasing agreement.
(viii) During the year, one of the group companies in United States (Rain Carbon Holdings, LLC) entered into a new credit arrangement
for an facility amount of $10,000 thousands, which can be utilized for issuance of letter of credits and cash drawings. The
Commitment fee on the unused portion of the facility is 0.25% per annum. Cash drawings under this facility are subject to
interest rate of three months USD LIBOR plus 350 bps per annum.
As at As at
Note 6: Deferred taxes
Deferred tax liability/(asset)
- on account of depreciation and amortisation 4,476,261 4,701,616
- on account of employee benefits (1,501,168) (994,635)
- on account of deferred payment liabilities (41,250) (41,250)
- others (736,068) (604,660)
Net deferred tax liability 2,197,775 3,061,071
The net deferred tax liability of Rs. 2,197,775
(December 31, 2013: Rs. 3,061,071) has the following breakdown:
Deferred tax asset (2,027,284) (1,659,569)
Deferred tax liability 4,225,059 4,720,640
Net deferred tax liability 2,197,775 3,061,071
Note 7: Other long-term liabilities

Interest accrued but not due on borrowings 32,648 747,385
Advances from customers 177,639 143,917
Others 315,931 378,145
TOTAL 526,218 1,269,447


As at As at
Note 8: Long-term provisions
Provision for employee benefits:
- Compensated absences 32,164 31,078
- Gratuity 77,158 56,841
- Other defined benefit plans (net) 6,620,653 4,932,364
Provision - Others
- Provision for environment liabilities 1,134,980 1,821,668
- Provision - others 33,341 36,534
TOTAL 7,898,296 6,878,485
Note 9: Short-term borrowings

From banks - Secured
- Buyer's credit 186,945 1,610,389
- Foreign currency non residential loan - 974,925
- External packing credit loan 1,224,296 50,000
- Other working capital loans 1,963,230 3,232,126
From banks - Unsecured 56,960 -
TOTAL 3,431,431 5,867,440
Notes:
(i) Secured borrowings:
Borrowings availed by Rain CII Carbon (Vizag) Limited (RCCVL):
a) The Company availed two Packing credit foreign currency loans. These loans are secured by first pari-passu
charge on the movable fixed assets (present and future) of the Company. PCFC loan carry an interest rate of
4 to 6 months USD LIBOR plus interest margin of 1.16% and 1.00% (monthly payments).
b) Buyers credit are repayable on demand and are secured by first pari-passu charge over current assets comprising
of all inventories and book debts (present and future) of the Company.
Borrowing from banks by Rain CII Carbon LLC (RCC) are secured by substantially all of the RCCs assets in the
USA and are guaranteed by RCCs subsidiaries in the USA on a joint and several basis.
Borrowings from banks availed by Rain Global Services LLC (RGS) are secured by pledge of all assets of RGS,
excluding equity interests in its subsidiary, RGS Egypt Limited, and corporate guarantee given by Rain Carbon
Holdings, LLC.
During the previous year, certain RTGERS group companies sold receivables to TWC Finance Inc (TWC) of
the Cayman Islands in Asset Backed Commercial Paper (ABCP) program, this program is covered through a
cash credit line from Commerzbank AG. RCC has provided guarantee to this facility.


As at As at
Note 10: Trade payables
Other than acceptances 10,007,815 12,574,856
TOTAL 10,007,815 12,574,856
Note 11: Other current liabilities

Current maturities of long-term borrowings (Refer note 5) 1,616,394 2,529,692
Interest accrued but not due on borrowings 1,769,057 1,817,320
Unclaimed dividend 35,934 37,194
Other payables
- Statutory remittances 643,857 539,688
- Trade /security deposits received 260,784 249,933
- Advances from customers 110,620 86,808
- Payables on purchase of fixed assets 614,907 501,003
- Provision for discounts 351,117 316,613
- Others 1,586,377 712,263
TOTAL 6,989,047 6,790,514
Note 12: Short-term provisions

Provision for employee benefits:
- Compensated absences 36,410 42,281
Provision - Others:
- Provision for environment liabilities 998,151 942,545
- Provision for loss on derivatives 65,373 -
- Other provisions 21,222 20,486
TOTAL 1,121,156 1,005,312

Note 13: Fixed Assets

Gross Block (At Cost/ Professional Valuation) Depreciation/Amortisation Net Block
As at Additions Additions Deletions/ Foreign As at As at Additions For the Deletions/ Foreign As at As at As at
Description January on account Adjustments Exchange December January on year Adjustments Exchange December December December
1, 2014 of Adjustments 31, 2014 1, 2014 account of [Refer Note Adjustments 31, 2014 31, 2014 31, 2013
acquisitions acquisitions (iii) below]
Tangible assets
Land - freehold 1,067,711 - 3,207 176 (62,183) 1,008,559 318,528 - - - (32,174) 286,354 722,205 749,183
Land - leasehold
(Refer note (i) below) 96,325 - - 8,477 - 87,848 16,694 - 5,040 2,724 - 19,010 68,838 79,631
Buildings
Owned
(Refer note (ii) below) 8,743,092 - 70,035 31,211 (529,786) 8,252,130 4,964,904 - 308,073 25,262 (378,897) 4,868,818 3,383,312 3,778,188
Taken under finance lease 58,203 - - - (4,262) 53,941 39,236 - 3,450 - (2,847) 39,839 14,102 18,967
Plant and equipment
Owned 69,510,525 - 2,686,679 773,022 (4,206,136) 67,218,046 45,717,433 - 2,584,881 708,331 (3,659,288) 43,934,695 23,283,351 23,793,092
Taken under finance lease 2,373,598 - 3,730 - (232,535) 2,144,793 2,052,621 - 49,549 - (203,375) 1,898,795 245,998 320,977
Furniture and fixtures 2,624,185 - 247,516 25,023 (254,587) 2,592,091 1,897,499 - 157,042 23,815 (187,201) 1,843,525 748,566 726,686
143
Office equipments
Owned 1,995,656 - 89,974 120,671 (172,434) 1,792,525 1,679,403 - 93,540 113,807 (147,241) 1,511,895 280,630 316,253
Taken under finance lease 59,751 - - - (5,851) 53,900 56,889 - 1,917 - (5,666) 53,140 760 2,862
Vehicles 467,570 - 45,530 29,396 (34,036) 449,668 337,403 - 33,545 26,153 (27,736) 317,059 132,609 130,167
86,996,616 - 3,146,671 987,976 (5,501,810) 83,653,501 57,080,610 - 3,237,037 900,092 (4,644,425) 54,773,130 28,880,371 29,916,006
Intangible assets
Goodwill
[Refer note (iv) below 62,115,943 - - 1,432,260 (2,731,848) 57,951,835 - - - - - - 57,951,835 62,115,943
Licenses and franchise 1,595,282 - 12,156 574 (157,431) 1,449,433 1,005,035 - 232,568 (38,856) (112,156) 1,164,303 285,130 590,247
Other intangible assets 9,689 - 448 - (1,133) 9,004 9,355 - 189 - (1,133) 8,411 593 334
63,720,914 - 12,604 1,432,834 (2,890,412) 59,410,272 1,014,390 - 232,757 (38,856) (113,289) 1,172,714 58,237,558 62,706,524
TOTAL 150,717,530 - 3,159,275 2,420,810 (8,392,222) 143,063,773 58,095,000 - 3,469,794 861,236 (4,757,714) 55,945,844 87,117,929 92,622,530
Year ended
December 31, 2013 44,289,806 81,485,146 10,158,148 3,449,826 18,234,256 150,717,530 7,095,920 41,906,653 3,568,226 2,070,070 7,594,271 58,095,000 92,622,530 -
Notes:
(i) Include land measuring 11 acres 82 cents taken on lease from Visakhapatnam Port Trust till October 27, 2022, in respect of which the lease deed is in the process
of being executed.
(ii) Include buildings constructed on leasehold land and depreciated over the lease period.
(iii) Impairment loss of Rs. 95,230 recognised during the year (Refer note 30.3).

(iv) Adjustment of Goodwill, Rs. 1,432,260 is on account of reversal of contigent consideration recorded at the time of acquisition of Ruetgers [Refer note 30.2(iv)].

As at As at
Note 14: Non-current investments
A. Trade investments (unquoted)
Investment in equity instruments
(i) of associates
- InfraTec Duisburg GmbH 7,500
(previous year: 7,500) ordinary shares with no par value 25,949 30,303
- Tarlog GmbH 50,000 (previous year: 50,000)
ordinary shares with no par value* - -
(ii) in other entities
- Arsol Aromatics GmbH & Co. 1,365,860
(previous year: 1,365,860) ordinary shares with no par value 26,257 29,108
- Andhra Pradesh Gas Power Corporation Limited 16,000 16,000
134,000 (December 31, 2013: 134,000) equity shares
of Rs. 10 each fully paid up
Investment in Government securities
- National Savings Certificates 110 110
TOTAL 68,316 75,521
*Considering the losses, the investment value is written down to zero
Note 15: Long-term loans and advances
Capital advances 296,127 464,431
Security deposits 244,169 240,461
Loans and advances
- to others 751,217 21,340
- to employees 7,315 7,085
Prepaid expenses 3,796 3,055
Balances with Government authorities 28,353 31,672
Advance income tax (net of provision for tax December 31, 2014:
Rs. 710,367, previous year: December 31, 2013: Rs. 958,631) 1,250,529 374,806
TOTAL 2,581,506 1,142,850
Note 16: Other non-current assets
Interest accrued on deposits 356 408
Non-current portion of bank balances (Refer note 20) 14,461 16,055
TOTAL 14,817 16,463
Note 17: Current investments
Investment in mutual funds of (unquoted):
a) LIC Nomura MF Liquid Fund D.D.R - 40,000
b) ICICI Prudiential Flexible Income-Direct Plan-Growth 130,236 25,000
c) Axis Liquid Fund - Direct Growth (CF-DG) 20,015 -
d) IDFC Arbitrage Fund-Dividend - (Direct Plan) 25,113 -
e) Reliance Liquid Fund-Treasury Plan-Direct Growth Plan
- Growth Option 20,010 -
TOTAL 195,374 65,000
Aggregate amount of unquoted investments 195,374 65,000
Aggregate provision for diminution in value of investments - -


As at As at
Note 18: Inventories
(At lower of cost and net realisable value)
a) Raw materials 6,137,821 9,187,464
Goods-in-transit 741,379 350,053
6,879,200 9,537,517
b) Work-in-progress 1,542,953 1,984,034
c) Finished goods (other than those acquired for trading) 3,674,541 5,551,786
3,739,914 5,577,138
d) Stock-in-trade (acquired for trading) 1,694,504 843,138
1,702,050 1,034,002
e) Stores and spares 1,088,663 1,155,702
1,090,495 1,159,061
f) Packing materials 93,155 73,985
98,502 79,351
g) Fuel 179,425 477,351
204,443 630,743
h) Power banked units held with third party 79,607 -
TOTAL 15,337,164 20,001,846
Note 19: Trade receivables

Trade receivables outstanding for a period exceeding six months
from the date they were due for payment
- Unsecured, considered good 671,990 207,415
- Doubtful 62,028 55,508
734,018 262,923
Less: Provision for doubtful trade receivables 62,028 55,508
671,990 207,415
Other trade receivables
- Secured 75,369 124,468
- Unsecured, considered good 12,964,663 15,038,681
- Doubtful 5,544 1,110
13,045,576 15,164,259
Less: Provision for doubtful trade receivables 5,544 1,110
13,040,032 15,163,149
TOTAL 13,712,022 15,370,564


As at As at
Note 20: Cash and bank balances
A. Cash and cash equivalents
Cash on hand 1,494 2,132
Cheques/ drafts on hand 18,000 23,969
Balances with banks:
- in current accounts 4,059,974 2,176,228
- in Exchange earners foreign currency (EEFC) accounts 191,209 12,286
- in deposit accounts (with original maturity of 3 month or less) 4,129,989 5,924,096
8,400,666 8,138,711
B. Other bank balances
Balances held as margin money against guarantees and
other commitments 228,943 287,038
Unclaimed dividend accounts 35,934 37,194
Long term deposits (original maturity of more than 12 months) 344,071 -
Less: Non-current portion of bank balances (Refer note 16) 14,461 16,055
594,487 308,177
TOTAL [A+B] 8,995,153 8,446,888
Note 21: Short-term loans and advances

Advances to related parties
- Rain Entertainment Private Limited 64,286 199,237
Security deposits 14,599 12,920
Loans and advances to employees 20,830 19,305
Prepaid expenses 285,126 317,867
Balances with Government authorities 720,985 681,672
Advance to supplier and service providers 332,314 624,068
Derivative financial asset, net - 6,573
Others 974,933 565,800
TOTAL 2,413,073 2,427,442
Note 22: Other current assets

Unbilled revenue 36,033 37,502
Accruals
- Interest accrued on deposits 13,146 8,763
- Interest on trade receivables 11,665 -
Others
- Contractually reimbursable expenses 233,604 1,567,898
- Government subsidies receivable 97,401 97,401
- Others 6,236 2,645
TOTAL 398,085 1,714,209



Note 23: Revenue from operations
Sale of products 119,233,329 116,684,787
Revenue from services 178,618 99,613
Other operating revenues [Refer Note (i) below] 2,033,537 2,404,743
Revenue from operations (gross) 121,445,484 119,189,143
Less: Excise duty 2,075,613 1,745,774
Revenue from operations (net) 119,369,871 117,443,369
Notes:
(i) Other operating revenues comprises:
Scrap sales 49,351 36,048
Income from sale of Certified Emission Reductions - 27,879
Rental income 147,909 115,298
Insurance claims 11,480 384,136
Indemnification for environmental costs 1,501,619 1,006,616
Rebates and incentives - 68,325
Dock revenue 82,939 65,014
Other operating revenues 240,239 701,427
TOTAL 2,033,537 2,404,743
Note 24: Other income

Interest income:
Interest from banks on deposits 74,759 124,177
Interest on loans and advances - 194
Interest on income tax refund - 4,562
Other Interest 26,784 357
101,543 129,290
Dividend income from current investments 7,904 -
Gain on foreign currency transactions and translations (net) 404,452 -
Other non-operating income
Liabilities/provisions no longer required written back 207,448 149,580
Provision for doubtful debts and advances - 12,810
Profit on sale of fixed assets (net) 11,168 321
Miscellaneous income 40,983 274,300
259,599 437,011
TOTAL 773,498 566,301



Note 25: Changes in inventories of finished goods,
work-in-progress and stock-in-trade
Opening Stock
Finished goods 5,577,138 4,356,035
Work-in-progress 1,984,034 1,694,394
Stock-in-trade 1,034,002 991,815
8,595,174 7,042,244
Closing Stock
Finished goods 3,739,914 5,577,138
Work-in-progress 1,542,953 1,984,034
Stock-in-trade 1,702,050 1,034,002
6,984,917 8,595,174
(Increase)/decrease in stock 1,610,257 (1,552,930)
Foreign currency translation adjustment (420,998) 879,757
Net (increase)/decrease 1,189,259 (673,173)
Note 26: Employee benefits expense

Salaries, wages and bonus 8,491,020 8,132,632
Contributions to provident and other funds 723,733 204,904
Staff welfare expenses 552,246 518,412
TOTAL 9,766,999 8,855,948
Note 27: Finance cost

Interest expense on borrowings 5,922,334 5,691,602
Other borrowing costs 156,167 241,543
Loss on foreign currency transactions and translation (net) 120,221 766
TOTAL 6,198,722 5,933,911



Note 28: Other expenses
Consumption of stores and spares 1,580,433 1,495,236
Consumption of packing materials 824,061 735,453
Change in excise duty on finished goods 26,581 18,139
Power and fuel 6,051,784 6,036,928
Repairs and maintenance
- Plant and machinery 3,600,153 3,194,619
- Buildings 140,350 163,701
- Others 600,303 275,475
Insurance 618,496 615,317
Rent (Refer note 30.8) 617,453 766,276
Rates and taxes 361,026 337,825
Travelling and conveyance 268,703 300,834
Selling and distribution expenses 8,970,484 7,548,735
Cash discounts 161,197 162,512
Donations and contributions 125,786 66,891
Legal and professional charges 2,218,653 2,008,498
Payment to auditors [Refer Note below] 119,460 123,253
Directors' sitting fees 2,825 2,110
Commission to directors 18,000 14,400
Provision for doubtful trade receivables 7,759 -
Bad debts written off 6,586 30,319
Loss on derivatives (net) 75,443 66,384
Loss on foreign currency transactions and translation (net) - 504,383
Miscellaneous expenses 2,242,538 2,642,844
28,638,074 27,110,132
Less: Expenses capitalised 84,027 76,367
TOTAL 28,554,047 27,033,765
Note:
Payment to auditors comprises (excluding service tax):
Statutory audit fees 65,447 61,406
Limited review fees 8,089 8,500
Other services 42,773 52,252
Reimbursement of expenses 3,151 1,095
TOTAL 119,460 123,253
Note 29: Tax expense
Current tax
(i) Tax for current period 1,117,437 1,955,176
(ii) Tax relating to earlier years 25,145 (109,589)
(iii) Minimum alternate tax credit entitlement (25,181) (420,018)
Net current tax 1,117,401 1,425,569
Deferred tax (1,238,015) (1,058,333)
TOTAL (120,614) 367,236


Note 30.1: Buy-back of Equity Shares

Further to the completion of the scheme of buyback approved by the board of directors on October 25, 2011,
the Shareholders of the Company have accorded their approval to another scheme for buyback of equity
shares of Rs.2/- each vide postal ballot on October 1, 2012. The approval was granted for buy back of a
maximum of 12,700,000 equity shares through open market transactions at a price not exceeding Rs.46/- per
share for an amount not exceeding Rs. 460,000. The Company commenced the buyback of equity shares on
October 22, 2012 and bought back 2,471,293 equity shares of Rs.2/- each aggregating Rs. 93,677 and
extinguished 2,334,185 equity shares up to December 31, 2012. The balance 137,108 equity shares were
extinguished by January 4, 2013.
Further during the year ended December 31, 2013, the Company bought back and extinguished 5,355,923
equity shares of Rs.2/- each for an aggregate consideration of Rs. 202,773.
Accordingly, Rs. Nil (December 31, 2013: Rs. 10,712) has been reduced from paid-up equity share capital
and in accordance with the provisions of Section 77A of the Companies Act, 1956, of the aggregate buyback
consideration paid of Rs. Nil (December 31, 2013: Rs. 202,773), Rs. Nil (December 31, 2013: Rs. 192,061)
has been utilised from securities premium account and Rs. Nil (December 31, 2013: Rs. 10,712) has been
transferred to the capital redemption reserve from surplus in Consolidated Statement of Profit and Loss.
Note 30.2: Acquisition of RTGERS
(i) On January 4, 2013 Rain CII Carbon LLC, USA (RCC), a wholly owned step-down subsidiary of the Company,
completed the acquisition of RTGERS N.V. (RTGERS), a Belgium headquartered Coal Tar Pitch (CTP) and
chemical manufacturer, from funds managed by Triton, after receiving the necessary regulatory approvals.
RCC acquired 100% of the shares of RTGERS pursuant to an agreement with Triton for a gross enterprise
value of 702.0 million plus certain contingent payments not exceeding 27.0 million over the next three
years. RCC funded the transaction through a combination of internal cash accruals and proceeds from the
issuance of senior secured notes. RCC issued two tranches of senior secured notes with an 8 year tenure
consisting of US$ 400.0 million of US dollar denominated notes and 210.0 million of Euro denominated
notes. Management based on its best estimate as on the date of the acquisition has determined the contingent
consideration payable.
The following table summarises the consideration paid and the book values of assets and liabilities acquired
at the acquisition date:
Particulars Year ended
December 31, 2013
Consideration
Cash 41,341,565
Contingent consideration payable 1,522,080
Total consideration 42,863,645
Assets and liabilities acquired
Fixed assets, net of accumulated depreciation
(includes Capital Work-in-Progress of Rs. 2,639,929) 11,527,882
Investments 36,090
Current assets (including cash and bank balances of Rs. 3,831,801) 20,894,911
Other assets 251,271
Goodwill 30,690,540
Deferred tax asset 97,333
Total assets 63,498,027
Less: Current liabilities 12,255,835
Less: Other liabilities 8,155,488
Less: Minority interest 223,059
Purchase consideration 42,863,645


(ii) Expenses incurred in relation to the acquisition of RTGERS included in the Statement of Consolidated Profit
and Loss are as follows:
Particulars
Exchange loss incurred on forward contracts executed in
relation to the investment by RCC
(included in Note 28 - Other expenses) - 142,250
TOTAL - 142,250
(iii) The Group has been indemnified in relation to certain environmental expenditure, as per the terms of a prior
acquisition made by the Group. Based on completion of due process as per the terms of the agreement, the
Group has recognized an amount of Rs. 100,662, recoverable upto the end of the previous year as Other
Operating Revenue. During the current year, the Group has received the full settlement amount and accordingly
recognised final claim amount of Rs. 150,162 during the year ended December 31, 2014.
(iv) As the conditions stipulated for payment of contingent consideration, determined and recorded as part of
acquisition were not fulfilled within the agreed timelines, the Group reassessed its estimate of payment of the
contingent consideration and accordingly the outstanding liability of Rs. 15,802 lakhs was reversed during
the year ended December 31, 2014. Such reversal of contingent consideration has been adjusted against
Goodwill. There were no outstanding consideration payable on acquisition as on the balance sheet date.
Note 30.3: Impairment loss
Based on the impairment analysis carried out during the year, the Group recorded a total impairment loss of
Rs. 95,230 on account of the following:
a) On account of newly imposed environmental regulations in China, the Group decided to discontinue the
operations of its China facility as they did not consider those operations to be financially viable. Management
carried out an impairment analysis in accordance in with AS- 28 Impairment of Assets and accordingly,
net book value of all the tangible assets aggregating to Rs. 55,800 (USD 0.9 million) pertaining to China
Operations were impaired during the year ended December 31, 2014.
b) On account of less than expected performance of its Netherland operations, the Group assessed the recoverable
value of the intangibles in accordance with AS-28 Impairment of Assets. Based on the evaluation carried
out, the Group has impaired licenses aggregating to Rs. 39,430 (Euros 0.5 million) in the Netherland operations
during the year ended December 31, 2014.
During the previous year, the Board of Directors of the Group have approved the closure of RCCs Calcining
facility in Moundsville - West Virginia, USA. effective January 1, 2014. The site has been slated for closure
brought on by the impact of new and more stringent regulations by the Environmental Protection Agency, USA.
These regulatory challenges would require a level of investment exceeding US$ 50 million on a plant that has
been operating at less than 50% capacity since 2008, which is not economically feasible. The Group has carried
out impairment analysis based on the fair valuation report of the external valuer. The impairment loss recognised
in the Statement of Consolidated Profit and Loss is as follows:
Particulars Year ended

December 31, 2013
Impairment of Tangible Assets
Buildings 421,183
Plant and equipment 878,097
Office equipments 124 1,299,404
Impairment accounted in Capital Work-in-Progress 4,156
TOTAL 1,303,560
The above impairment loss relates to the Carbon segment of the Group.


Note 30.4: Contingent liabilities and commitments (to the extent not provided for)
(I) Contingent liabilities
(a) In respect of demands/claims arising on account of:
- Income tax 276,485 127,205
- Wheeling charges [Refer note (i)] 342,685 366,782
- Operating charges of state load dispatch center
and minimum energy/demand 12,532 5,777
- Electricity duty 17,529 15,724
- Customs Duty, Sales Tax, Service Tax and Excise
Duty related matters under dispute 506,030 497,601
- Fuel Surcharge Adjustment levied by
Electricity Distributing Companies 34,570 34,570
(b) Claims against the Group not acknowledged as debt 65,434 -
(c) Bank guarantees outstanding 9,098 495,191

(d) Corporate Guarantee issued on behalf of wholly
owned subsidiaries
- US$ 59 million (December 31, 2012: US$ 25 million) 3,736,470 1,547,500
(II) Commitments
Estimated amounts of contracts remaining to be executed
on capital account [net of Capital advance Rs. 296,127
(December 31, 2013: Rs. 464,431)] 1,199,189 933,708
(III)Liabilities pursuant to the German Mergers and Acquisitions Act (Umwandlungsgesetz - UmwG), which
are largely the result of the spin-off of retirement pension obligations in the past to RTGERS
Altersversorgungs-GmbH, Germany and RTGERS Dienstleistungs-GmbH, Germany. After the sale of shares
to RTGERS Germany GmbH, Germany these two companies continued to be with the prior owners of
RTGERS. Management do not expect any claims from this obligation and hence, not recorded any liabilities
in the books. The amount of this obligation as at December 31, 2014 is Rs. 2,054,745 (December 31, 2013:
Rs. 3,477,058).
Note:
(i) During 2002, the erstwhile Rain Calcining Limited had disputed the order of Andhra Pradesh Electricity
Regulatory Commission (APERC) in respect of wheeling charges before the Honorable High Court of
Andhra Pradesh. The Honorable High Court of Andhra Pradesh had set aside the order of APERC. Transmission
Corporation of Andhra Pradesh (AP Transco) filed a Special Leave Petition in the Supreme Court of India
against the order of the Honorable High Court of Andhra Pradesh. The final verdict of the Honorable
Supreme Court of India is awaited. The contingent liability has been computed on the basis of imputed cost
till December 31, 2014 per the terms of the said APERC order.


Note 30.5: Segmental Reporting

a) Business Segment
Year ended December 31, 2014 Year ended December 31, 2013
Particulars Carbon Chemical Cement Total Carbon Chemicals Cement Total
Products Products
Revenue
External Sales (net of excise
duty and taxes on sales) 83,972,418 24,629,097 8,734,819 117,336,334 82,707,319 23,935,723 8,395,584 115,038,626
Inter- Segment Sales 2,953,629 4,843,899 1,577 7,799,105 3,363,829 5,283,597 1,945 8,649,371
Total 86,926,047 29,472,996 8,736,396 125,135,439 86,071,148 29,219,320 8,397,529 123,687,997
Less: Eliminations (2,953,629) (4,843,899) (1,577) (7,799,105) (3,363,829) (5,283,597) (1,945) (8,649,371)
Total Revenue from sale of
products and from services
provided 83,972,418 24,629,097 8,734,819 117,336,334 82,707,319 23,935,723 8,395,584 115,038,626
Other operating income 1,204,746 800,060 28,731 2,033,537 1,410,276 917,707 76,760 2,404,743
Total Revenue 85,177,164 25,429,157 8,763,550 119,369,871 84,117,595 24,853,430 8,472,344 117,443,369
Result
Segment Result 7,668,954 920,431 65,635 8,655,020 8,472,584 1,397,276 236,972 10,106,832
Operating Profit 8,655,020 10,106,832
Finance costs 6,078,501 5,933,911
Unallocated income (369,046) (566,301)
Forex (gain)/loss in other
(income)/expense (208,788) 504,383
Exceptional items 2,577,419 -
Profit Before Taxation 576,934 4,234,839
Provision for Taxation (120,614) 367,236
Profit after tax and before
share of loss of associates and
minority interest 697,548 3,867,603
Segment Assets 98,645,124 27,022,072 6,570,374 132,237,570 105,874,506 31,284,781 7,033,381 144,192,668
Unallocated Corporate Assets 3,313,747 2,071,569
Total Assets 98,645,124 27,022,072 6,570,374 135,551,317 105,874,506 31,284,781 7,033,381 146,264,237
Segment Liabilities [Refer note (i)] 16,502,995 9,989,903 1,828,737 28,321,635 20,119,526 9,710,724 1,988,918 31,819,168
Unallocated Corporate Liabilities 4,260,993 4,757,834
Total Liabilities 16,502,995 9,989,903 1,828,737 32,582,628 20,119,526 9,710,724 1,988,918 36,577,002
Capital Expenditure (812,768) 812,768 - - 2,634,133 780,489 238,959 3,653,581
Depreciation 2,180,482 920,922 368,389 3,469,793 2,177,140 1,036,931 354,155 3,568,226
Note:
(i) Segment Liabilities does not include borrowings of Rs. 73,294,566 (December 31, 2013 : Rs.77,037,988).


b) Geographical Segment
Revenue from sale Segment Revenue from sale Segment
of products/services Assets of products/services Assets
rendered to rendered to
external customers external customers
India 14,995,392 21,481,763 12,672,107 15,743,001
Outside India 102,340,942 110,755,807 102,366,519 128,449,667
Total 117,336,334 132,237,570 115,038,626 144,192,668
Note 30.6: Employee Benefits

The Group has various employee benefit schemes covering different categories of employees based on their
location of employment.
a) Contribution plans:
Amounts towards defined contribution plans have been recognised under Contributions to provident and
other funds in Note 26: Rs. 172,307 (December 31, 2013 - Rs. 154,728).
b) Benefit plans:The Group operates the following defined benefit plans:
(i) Gratuity
(ii) Pension
(iii) Post retirement medical benefits
The actuarial valuation of the present value of the defined benefit obligation has been carried out as at
December 31, 2014. The following table sets forth the status of the various defined benefit plans of the
Group and the amounts recognised in the Balance Sheet and Statement of Consolidated Profit and Loss.
Amounts recognized in the Balance Sheet are as follows:
As at As at
Present value of funded obligation 9,165,449 7,303,566
Less: Fair value of plan assets 2,467,638 2,314,361
Net liability 6,697,811 4,989,205
The Net liability in respect of unfunded obligation is Rs. 5,878,390 (December 31, 2013: Rs. 4,383,020)
Net employee benefits expense (recognised in employee cost)
Current service cost 310,355 272,562
Past service cost 8,838 -
Interest cost 254,798 211,760
Expected return on plan assets (114,530) (84,294)
Administrative expenses 2,757 2,629
Net actuarial loss/(gain) recognized during the year 1,905,668 (352,481)
TOTAL 2,367,886 50,176
Periodic costs in respect of unfunded obligation is Rs. 1,930,124 (December 31, 2013: Rs. 219,035)


On June 29, 2009, the Memorandum of Understanding between the United Steelworkers and RCC, which
stated RCC would pay the full cost of post-retirement medical benefits for the United Steelworkers employees
who were hired prior to April 27, 1994, expired without renewal. Effective January 1, 2013, RCC decided to
continue sponsoring such post-retirement medical plans, but the affected retirees would have to pay the full
cost of such benefits.
Reconciliation of opening and closing balances of the present value of the obligations:
Opening defined benefit obligation 7,303,566 509,864
On acquisition of subsidiaries - 5,571,683
Current service cost 310,355 272,562
Past service cost 8,838 -
Interest Cost 254,799 211,760
Actuarial loss/(gain) 1,992,399 (128,901)
Administrative expenses, taxes and insurance premiums (18,648) (13,889)
Other significant events - (3,728)
Plan participant contributions 74,675 63,815
Amount paid to employees (145,228) (96,969)
Exchange differences (615,307) 917,369
Closing defined benefit obligation 9,165,449 7,303,566
Reconciliation of opening and closing balances of the fair value of plan assets:
Opening fair value of plan assets 2,314,361 300,540
On acquisition of subsidiaries - 1,389,297
Expected return on plan assets 110,795 84,294
Actuarial (loss)/gain 90,502 223,580
Contribution by employer 165,354 184,748
Plan participant contributions 71,285 63,815
Administrative expenses, taxes and insurance premiums (20,434) (16,518)
Amount paid to employees (145,228) (96,969)
Exchange differences (118,997) 181,574
Closing fair value of plan assets 2,467,638 2,314,361
Actual return on plan assets 201,296 307,874
Major Category of plan assets as a percentage to fair value of plan assets:
As at As at
Equity securities 44.00% 48.00%
Debt securities 35.00% 50.00%
Insurer managed funds 20.00% 1.00%
Others 1.00% 1.00%


Principal Actuarial assumptions used:

Discount rates on benefit obligations 1.70% to 8.20% 3.10% to 9.00%
Expected rate of return on plan assets 3.10% to 8.00% 3.20% to 8.00%
Expected salary increase rates 2.50% to 7.00% 2.25% to 6.00%
Annual increase in health cost
Initial trend rate 6.61% 6.77%
Ultimate trend rate 4.50% 4.50%
Year ultimate trend rate is reached 2031 2031
The expected contribution to be made by the Group during the financial year ending December 31, 2015 is
Rs. 131,148.
The estimates of future salary increase considered in the actuarial valuation takes into account factors like
inflation, seniority, promotion and other relevant factors such as supply and demand in the employment
market. The expected return on plan assets is based on actuarial expectation of the average long term rate of
return expected on investments of the Funds during the estimated term of the obligations.
c) Compensated absences
The Group provides for accumulation of compensated absences by certain categories of its employees.
These employees can carry forward a portion of the unutilised compensated absences and utilise it in future
periods or receive cash in lieu thereof as per Group policy. The Group records an obligation for compensated
absences in the period in which the employee renders the services that increases this entitlement. The total
liability recorded by the Group towards this benefit as at December 31, 2014 is Rs. 68,574 (December 31,
2013 Rs. 73,359).


Note 30.7: Related Party Disclosures

a) Names of related parties and description of relationship
Key Managerial Personnel 1. Mr. N. Jagan Mohan Reddy
Managing Director
2. Mr. T. Srinivasa Rao
Chief Financial Officer [KMP w.e.f April 1, 2014]
3. Mr. S. Venkat Ramana Reddy
Company Secretary [KMP w.e.f April 1, 2014]
Enterprise where key managerial 1. Sujala Investments Private Limited
personnel along with their relatives 2. Focus India Brands Private Limited
exercise significant influence 3. Nivee Holdings Private Limited
4. Arunachala Holdings Private Limited
5. PCL Financial Services Private Limited
6. Rain Entertainment Private Limited (REPL)
7. Nivee Property Developers Private Limited (NPDPL)
8. Pragnya Priya Foundation (PPF)
Associates and joint ventures of the 1. Tarlog GmbH (Tarlog)
reporting enterprises and the investing (Investment by RTGERS InfraTec GmbH)
party or venturer in respect of which 2. InfraTec Duisburg GmbH (IDGmbH)
the reporting enterprise is an associate (Investment by RTGERS Germany GmbH)
of joint venture
b) Transactions with related parties:

Particulars Year ended Year ended
Purchases and services (net of reimbursements) from:
a) Tarlog 216,417 199,851
b) IDGmbH 650,213 528,129
Other operating income
a) Tarlog 4,946 14,518
b) IDGmbH 27,810 14,492
Managerial remuneration
a) N. Jagan Mohan Reddy 13,472 13,625
b) T. Srinivasa Rao 7,150 -
c) S. Venkat Ramana Reddy 2,192 -
Dividend paid
a) Enterprise where key managerial personnel along
with their relatives exercise significant influence 81,269 168,587
b) Key Managerial Personnel 56,195 60,898
Donations given, net
a) PPF 5,000 6,000


The Group has the following dues from /to related parties:
Amounts receivable from
a) Tarlog 1,001 911
b) IDGmbH 95,172 76,446
c) REPL 1,232,416 268,735
Amounts payable to
a) Tarlog 31,262 15,405
b) IDGmbH 88,858 105,987
Advance given towards purchase of raw material to
a) REPL 64,286 199,237
Note 30.8: Operating Leases
The Group has entered into various operating lease agreements for assets comprising of storage and other facilities
and amounts aggregating Rs. 617,453 (December 31, 2013 - Rs. 766,276) paid under such agreements have
been charged off in the Statement of Consolidated Profit and Loss.
As at As at
- Not later than 1 year 587,368 468,861
- Later than 1 year and not later than 5 years 1,116,919 733,267
- Beyond 5 years 431,820 306,138
Note 30.9: Finance Leases

The Group has taken buildings, plant and equipment and other assets under finance leases. The future minimum
lease payments and their present values as at December 31, 2014 are as follows:
Present value of Future interest Minimum lease
minimum payments
lease payments
- Not later than 1 year 116,752 39,323 156,075
- Later than 1 year and not later than 5 years 502,114 99,482 601,597
- Beyond 5 years 210,802 9,405 220,207
Note 30.10: Earnings per Share (EPS)

As at As at
a. Profit for the year 885,302 3,845,255
b. Weighted average number of equity shares of
Rs. 2/- each outstanding during the year (Nos.) 336,345,679 337,074,474
Earnings per Share
c. Basic and Diluted - [a]/[b] - (Rs.) 2.63 11.41


Note 30.11: Net Investment Hedge

The Group has designated the foreign currency loan as a hedging instrument to hedge its net investment in a
non-integral foreign operation, with effect from January 1, 2009. The translation loss for the year ended December
31, 2014 on such foreign currency loan, determined as an effective net investment hedge, recognized in the
Foreign Currency Translation Reserve included in Note 4 - Reserves and surplus is Rs. 14,133 (December 31,
2013: Rs. 419,569).
Note 30.12: Unhedged foreign currency exposure
The following table analyzes foreign currency risk from financial instruments as at December 31, 2014:
USD EUR CAD Others* Total
Assets:
Cash and Bank balances 726,522 92,015 20,293 153 838,983
EEFC Balance 191,209 - - - 191,209
Trade receivables 2,911,471 13,644 4,309 11,155 2,940,579
Loans and advances given 1,174,265 - 3,514,166 - 4,688,431
Loans and advances to subsidiary 101,328 - - - 101,328
5,104,795 105,659 3,538,768 11,308 8,760,530
Liabilities:
Trade payables 1,661,263 26,026 - - 1,687,289
Loans and borrowings 3,265,785 625,625 - - 3,891,410
4,927,048 651,651 - - 5,578,699
*Others include CHF, JPY, GBP and CNY
The following table analyzes foreign currency risk from financial instruments as at December 31, 2013:
USD EUR CAD Others* Total
Assets:
Cash and Bank balances 525,029 1,944 105,648 626 633,247
EEFC Balance 12,286 - - - 12,286
Trade receivables 3,823,707 - 12,051 15,649 3,851,407
Loans and advances given 776,355 - 2,945,932 - 3,722,287
Loans and advances to subsidiary 99,040 - - - 99,040
5,236,417 1,944 3,063,631 16,275 8,318,267
Liabilities:
Trade payables 1,637,839 257,384 - 430 1,895,653
Loans and borrowings 4,155,568 - - - 4,155,568
5,793,407 257,384 - 430 6,051,221
*Others include CHF, JPY, GBP and CNY
Note 30.13:
The Group has entered into the following derivative contracts:
As at December 31, 2014 the Group have no costless collar derivative instruments.
Further, as at December 31, 2013 the Group had 2 costless collar derivative instruments each consisting of
1 natural gas call and 1 natural gas put covering 130,000 MMBTU for the period of January 1, 2014 to December
31, 2014. The natural gas put sets the price on natural gas purchase at US$3.50/MMBTU. The natural gas call sets
the price on natural gas purchases between US$4.24 and US$5.11/MMBTU. At December 31, 2013, the fair
value of the derivative instruments recorded within other current liabilities aggregated to Rs. 10,275.


As at 31 March, 2014
CATEGORY CURRENCY CROSS AMOUNTS BUY/SELL PURPOSE
CURRENCY IN MILLIONS
Forward contract USD EUR USD 20.00 Buy Hedging
Forward contract USD EUR USD 20.00 Sell Hedging
Forward contract JPY EUR JPY 31.68 Buy Hedging
Swap contract JPY EUR JPY 31.68 Sell Hedging
Forward contract CAD USD CAD 6.53 Buy Hedging
Forward contract CAD USD CAD 6.58 Sell Hedging
As at 31 March, 2013
CATEGORY CURRENCY CROSS AMOUNTS BUY/SELL PURPOSE
CURRENCY IN MILLIONS
Forward contract USD EUR USD 38.20 Buy Hedging
Forward contract USD EUR USD 35.00 Sell Hedging
Forward contract JPY EUR JPY 0.03 Buy Hedging
Note 30.14: Exceptional items

Exceptional items For the year ended For the year ended
Incremental pension liability resulting from actuarial losses 1,819,751 -
Inventory write-down 236,921 -
Foreign exchange loss 520,747 -
a) The Groups defined benefit plan in certain European subsidiaries has increased on account of a significant
increase in the net pension liability resulting from lower discount rates due to a sharp decline in the interest
rates in these countries. The Group has reported Rs. 1,819,751 as the net increase in pension costs as an
exceptional item.
b) On account of a sharp decline in the prices of certain commodity inputs the Groups inventories were
significantly impacted in the last quarter. This decline of Rs. 236,921 was unusual and has been reported as
an exceptional item by the Group.
c) During the year, the Russian Rubles faced considerable decline on account of depreciation as compared to
the US Dollar. This decline was significant and impacted the local currency value of the USD payables in the
Groups Russian subsidiary. The Net foreign exchange loss on account of the above decline amounting to
Rs. 520,747 has been reported by the Group as an exceptional item.
Note 30.15:
During the year, the Group has given donations to the political parties Rs. 2,850 (December 31, 2013: Rs. 100).
Note 30.16:
Previous years figures have been regrouped/reclassified wherever necessary, to confirm to current years
classification/ disclosure.

Place: Hyderabad

$ RAIN INDUSTRIES LIMITED
ELECTRONIC CLEARING SERVICE (CREDIT CLEARING)

MANDATE FORM FOR PAYMENT OF DIVIDEND
To,
Karvy Computershare Private Limited
(Unit: Rain Industries Limited)
Plot No.17 to 24, Vittal Rao Nagar,
Madhapur, Hyderabad - 500 081.
Shareholder's authorisation to receive dividends through Electronic Credit Clearing Mechanism.

Registered Folio No. : ECS Ref. No. :
(for Office use only)
Name of the first/sole shareholder
Bank Name
Branch Address &

Telephone No. of Branch
Bank Account Number
(As appearing on the Cheque Books)
9 digit code number of the Bank and Branch
appearing on the MICR cheque issued by the Bank.
(Please attach a blank cancelled cheque, or a
photocopy (xerox copy) of a cheque issued to you
by your Bank, for verification of the above particulars)
Account Type q Savings

(Please tick the option) q Current
q Cash Credit
Bank Account Ledger Folio No. (If any)
Effective date of this mandate
I hereby, declare that the particulars given above are correct and complete. If the payment transaction is delayed or
not effected at all for any reasons, including but not limited to incomplete or incorrect information, I will not hold
M/s. Rain Industries Limited responsible. I agree to discharge the responsibility expected of me as a participant
under the scheme.
I, further undertake to inform the Company of any subsequent change(s) in the above particulars.
Place : Name of First Holder :______________________________
Date : Signature of First Holder :___________________________
Note:
1. Please fill in the information in CAPITAL LETTERS in ENGLISH ONLY.
2. In case of shareholders holding the equity shares in demat form, the shareholders are requested to provide
details to their respective Depository participants. Shareholders are also requested to note that changes, if
any, intimated by the Demat Account holders directly to the Company will not be considered.
$



Regd.Office: Rain Center, 34, Srinagar Colony, Hyderabad-500 073, Telangana State
CIN: L26942TG1974PLC001693
ATTENDANCE SLIP
40th Annual General Meeting, June 11, 2015 at 11:00 A.M.
Regd. Folio No. * DP ID:
No. of Equity Shares held * Client ID:
Name of the Shareholder
Name of Proxy
I/We hereby record my / our presence at the 40th Annual General Meeting of the members of the Company held
on Thursday, the June 11, 2015 at 11:00 A M. at K L N Prasad Auditorium, The Federation of Telangana and
Andhra Pradesh Chambers of Commerce and Industry (FTAPCCI), Red Hills, Hyderabad-500 004, Telangana State.
SIGNATURE OF THE MEMBER OR THE PROXY ATTENDING THE MEETING
If Member, Please sign here If Proxy, Please sign here
Note: This form should be signed and handed over at the Meeting Venue.
* Applicable for investors holding shares in electronic form.
$



Regd.Office: Rain Center, 34, Srinagar Colony, Hyderabad-500 073, Telangana State
Form No. MGT-11
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: L26942TG1974PLC001693
Name of the company: Rain Industries Limited
Registered office: Rain Center, 34, Srinagar Colony, Hyderabad-500 073, Telangana State.
Name of the member(s):
Registered address:
Email Id:
Folio No./Client Id:
DP ID:
I/We, being the member (s) of..........................................shares of the above named company, hereby appoint
1. Name:
Address:
E-mail Id:
Signature:
2. Name:
Address:
E-mail Id:
Signature:
3. Name:
Address:
E-mail Id:
Signature:
$

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 40th Annual general meeting
of the company, to be held on the Thursday of June 11, 2015 At 11.00 a.m. at KLN Prasad Auditorium, The
Federation of Telangana and Andhra Pradesh Chambers of Commerce and Industry (FTAPCCI), Red Hills, Hyderabad-
500 004, Telangana State and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution Particulars
No.
Ordinary Business
1. To receive, consider and adopt the Stand alone Balance Sheet as at December 31, 2014,
Statement of Profit and Loss for the Financial Year ended on December 31, 2014, Cash Flow
Statement for the Financial Year ended December 31, 2014 and reports of Directors and Auditors
thereon.
2. To receive, consider and adopt the Consolidated Balance Sheet as at December 31, 2014,
Statement of Profit and Loss for the Financial Year ended on December 31, 2014, Cash Flow
Statement for the Financial Year ended December 31, 2014 and Report of Auditors thereon.
3. To approve and ratify interim dividend.
4. To appoint a Director in place of Mr. N. Radhakrishna Reddy, who retires by rotation and being
eligible offers himself for re-appointment.
5. To appoint a Director in place of Mr. N. Sujith Kumar Reddy, who retires by rotation and being
eligible offers himself for re-appointment.
6. To appoint M/s. BSR & Associates LLP, as Statutory Auditors of the Company for a period of
3 years and fix their Remuneration
Special Business
7. To appoint Ms. Radhika Vijay Haribhakti as an Independent Director (Woman Director) for a
period of three years.
Signed this...................... day of.............. 2015

Please Affix
Re.1/-
Revenue
Stamp and sign
across
Signature of shareholder
Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting.

Notes

Notes

)RUPHUO\5DLQ&RPPRGLWLHV/LPLWHG

Regd. Office: Rain Center, 34, Srinagar Colony,
Hyderabad - 500 073, Telangana, India.

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40th Annual Report 2014

40th Annual Report 2014 2

CHIEF FINANCIAL OFFICER

COMPANY SECRETARY REGISTERED OFFICE

INTERNAL AUDITORS BANKS

1 40th Annual Report 2014

40th Annual Report 2014 2

1. Profile of the Rain Group .................................................................................. 4

2. Key Financial Indicators on a consolidated basis .............................................. 7

4. Directors Report ..............................................................................................19

5. Management Discussion and Analysis .............................................................. 56

6. Report on Corporate Governance ....................................................................63

7. Auditors Report ................................................................................................88

8. Standalone Financial Statements ...................................................................... 92

9. Operational Performance of Subsidiary Companies/

10. Auditors Report on Consolidated Financial Statements ...............................123

11. Consolidated Financial Statements .................................................................124

12. ECS Form .........................................................................................................161

13. Attendance Slip ...............................................................................................163

14. Proxy Form ......................................................................................................165

3 40th Annual Report 2014

Rain Industries Limited (formerly Rain Commodities Limited) ("Rain Group")

Business Vertical Description of Business

l Co-generation facilities located in United States of America and India.

l Production and Sale of Cement.

Cement l Activities predominantly in South India.

l Marketed under the brand name "Priya Cement".

40th Annual Report 2014 4

Rain Group Operating Facilities

Norco - Louisiana, USA One rotary kiln to produce CPC

5 40th Annual Report 2014

Rain Group Operating Facilities (Contd.)

Dedicated river port

India Pit Head Lime Stone Mines

40th Annual Report 2014 6

KEY FINANCIAL INDICATORS ON A CONSOLIDATED BASIS

CY 2010 CY 2011 CY 2012 CY 2013 CY 2014

Revenue by Geography CY 2014 Revenue by Geography CY 2013

United States (15%)

Adjusted Operating Profit (INR Millions)

CY 2010 CY 2011 CY 2012 CY 2013 CY 2014

7 40th Annual Report 2014

Segment wise Adjusted Operating profit Mix

40th Annual Report 2014 8

Adjusted Profit After Tax (INR Millions)

CY 2010 CY 2011 CY 2012 CY 2013 CY 2014

Adjusted Basic Earnings Per Share (EPS) (INR)

CY 2010 CY 2011 CY 2012 CY 2013 CY 2014

9 40th Annual Report 2014

Net Worth (INR Millions)

Book Value Per Share (INR) 95.83

Total Assets (US$ Millions)

40th Annual Report 2014 10

Gross Debt (US$ Millions)

Net Debt (US$ Millions)

Net Debt to Net Worth 2.31X 2.29X

11 40th Annual Report 2014

40th Annual Report 2014 12