Rain Industries Limited — Board/Management Information 2021

Oct 30, 2021

RIL/SEs/2021 October 30, 2021

The General Manager	The Manager
Department of Corporate Services	Listing Department
BSE Limited	The National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Bandra Kurla Complex
Dalai Street, Fort	Bandra East
Mumbai-400 001	Mumbai-400 051

Dear Sir/ Madam:

Sub: Outcome of the Board Meeting - Reg. Ref: Scrip Code: 500339 (BSE) & Scrip Code: RAIN (NSE)

With reference to the above stated subject, we bring to your kind notice that the Board of Directors of the Company at their meeting held on Saturday, the October 30, 2021, inter-alia approved the following:

• i) Unaudited Financial Results (Standalone, Consolidated and Segment) of the Company for the third quarter ended September 30, 2021 (the Financial Results are being sent separately);
• ii) Declared an Interim dividend of Rs.l per equity share i.e., 50% on a face value of Rs.2/ per equity share fully paid up for the Financial Year ending on December 31, 2021;
• iii) Fixed November 12, 2021 as record date for the purpose of determining the shareholders eligible for receipt of Interim Dividend for the Financial Year ending December 31, 2021;
• iv) Appointed Mr. Robert Thomas Tonti as an Additional Director (Independent Director) for a period of 5 years i.e., from October 31, 2021 to October 30, 2026. The Profile of Mr. Robert Thomas Tonti is attached as Annexure-D; and
• Approved the Postal Ballot notice for seeking consent of the Shareholders for re-appointment of Mr N. Radhakrishna Reddy (DIN: 00021052) as Managing Director, for re-appointment of Mr. Brian Jude McNamara (DIN: 08339667), as an Independent Director, for continuation of appointment of Ms. Nirmala Reddy (DIN: 01673128) as an Independent Director for remaining term of office i.e., up to February 27, 2023 as she would be crossing 75 years of age on March 27, 2022 and for appointment of Mr. Robert Thomas Tonti (DIN: 09367847) as an Independent Director for a period of 5 years i.e., from October 31, 2021 to October 30, 2026. The Profile of Directors are attached as Annexure-A to D. v)

For Rain Industries Limited

S."venkat Ramana Reddy Company Secretary M. No. A14143

Regd. Office: Rain Center 34, Srinagar Colony Hyderabad 500073 Telangana, India

Phone: +91 (40) 40401234 Fax: +91 (40) 40401214 Email: secretarial@rain-industries.com Website: www.rain-industries.com CIN: L26942TG1974PLC001693

In this connection, we hereby affirm that none of the aforesaid Directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

The Meeting concluded at 7.30 p.m.

This is for your information and record.

Thanking you,

Yours faithfully, for Rain Industries Limited

S. Venkat Ramana Reddy Company Secretary

Annexure - A

Re-appointment of Mr N. Radhakrishna Reddy as Managing Director of Rain Industries Limited

SNo	Particulars	Information
	Name of the Director	Mr. N. Radhakrishna Reddy (DIN: 00021052)
	Reason for Change Viz., appointment, resignation, removal, death and otherwise;	The Board of Directors at its meeting held on October 30, 2021 approved the re-appointment of Mr. N. Radhakrishna Reddy (DIN: 00021052) as Managing Director for a period of 3 years i.e., from December 10, 2021 to December 9, 2024. This re-appointment is subject to approval of shareholders.
	Date of appointment / Cessation (as applicable)	For a period of 3 years i.e., from December 10, 2021 to December 9, 2024.
	Brief Profile (in case of appointment)	Mr. N. Radhakrishna Reddy (80 years) is the Managing Director of Rain Industries Limited. He has more than 53 years of experience in Construction and Cement Industry. He has been a Director of the Company since 1984. Currently, he is also on the Board of Rain Cements Limited, Renuka Cement Limited, PCL Financial Services Private Limited, Arunachala Holdings Private Limited, Apeetha Enterprises Private Limited and Pragnya Priya Foundation. He holds 10,383,730 equity shares in the Company.
	Disclosure of the relationships between Directors. (in case of appointment of a Director)	Mr. N. Radhakrishna Reddy is father of Mr. Jagan Mohan Reddy Nellore, Chairman and Mr. N. Sujith Kumar Reddy, Non-Executive Director. Other than the said Directors, he is not related to any other Director on the Board or Manager or the Key Managerial Personnel of the Company.

For Rain Industries Limited

S. Venkat Ramana Reddy

Company Secretary M- No. A14143

Annexure - B

Re-appointment of Mr. Brian Jude McNamara, as an Independent Director of Rain Industries Limited

SNo	Particulars	Information
	Name of the Director	Mr. Brian Jude McNamara (DIN: 08339667)
	Reason for Change Viz.,	The Board of Directors at its meeting held on
	appointment, resignation,	October 30, 2021 approved the re-appointment
	removal, death and	of Mr. Brian Jude McNamara (DIN: 08339667),
	otherwise;	as an Independent Director of the Company for
		a period of 5 years i.e., from February 28, 2022
		to February 27, 2027. This re-appointment is
		subject to approval of shareholders.
	Date of appointment /	For a period of 5 years i.e., from February 28,
	Cessation (as applicable)	2022 to February 27, 2027.
	Brief Profile	Mr. Brian Jude McNamara (59 years) is a former
	(in case of appointment)	banker with 33 years of experience in project
		finance, corporate finance and investment management. Mr. McNamara worked in
		investment operations at International Finance
		Corporation (IFC) in Washington D.C. from 1991
		to 2015 with responsibility for investment
		strategy, business development and project
		financing for a range of sectors across emerging
		markets including chemicals, textiles, general
		manufacturing and mining. He has extensive
		investment experience in project evaluation,
		financial structuring and investment management
		across the chemicals, fertilizers, carbon black,
		plastics, fibers, specialty chemicals and primary metals industries.
		Prior to joining IFC, Mr. McNamara worked in
		the corporate finance division of Solvay
		Chemicals (Belgium) and in banking and
		investment management in Brussels, Belgium
		and Dublin, Ireland.
		Mr. McNamara holds a bachelor's degree in
For Rair	Industries Limited	economics and philosophy from Bristol
		University in England, and a master's degree in
		finance and banking from University College
	,t Ramana Redcty	Dublin in Ireland.
S. Ven Compaf/	Secretary
M No.	A14143

Regd. Office: Rain Center 34, Srinagar Colony Hyderabad 500073 Telangana, India

i ^R I L RAIN INDUSTRIES LIMITED

		He is presently a Director on the Board of Rain Industries Limited and is also a Director on the Board of its Subsidiaries namely Rain Cements Limited, Rain CII Carbon (Vizag) Limited and Rain Carbon Inc.
		He is a Member of Nomination and Remuneration Committee, Audit Committee and Risk Management Committee of Rain Industries Limited, Member of Audit Committee and Nomination and Remuneration Committee of Rain CII Carbon (Vizag) Limited, Chairman of Audit Committee and Nomination and Remuneration Committee of Rain Cements Limited and Chairman of Audit Committee of Rain Carbon Inc.
		He is not holding any equity shares of the Company.
5	Disclosure of the relationships between Directors (in case of appointment of a Director)	Mr. Brian McNamara is not related to any Director on the Board or Manager or the Key Managerial Personnel of the Company.

For Rain Industries Limited

S. Venkat Ramana Reddy Company Secretary M.No. A14143

Annexure - C

For continuation of appointment of Ms. Nirmala Reddy as an Independent Director for remaining term of office of Rain Industries Limited

SNo	Particulars	Information
	Name of the Director	Ms. Nirmala Reddy (DIN: 01673128)
	Reason for Change Viz., appointment, resignation, removal, death and otherwise;	The Board of Directors at its meeting held on October 30, 2021 approved for continuation of appointment of Ms. Nirmala Reddy (DIN: 01673128) as an Independent Director of the Company, to hold office for her remaining term of office i.e., up to February 27, 2023 as she would be crossing 75 years of age on March 27, 2022. This re-appointment is subject to approval of shareholders.
	Date of appointment / Cessation (as applicable)	Remaining term of office i.e., up to February 27, 2023 as she would be crossing 75 years of age on March 27, 2022.
For Ra 5. Venkat Comf any	Brief Profile (in case of appointment) ln industries Limited Ramana Reddy Secretary , A14143	Ms. Nirmala Reddy (74 years) worked as a Financial Sector consultant for the World Bank, Washington DC during 1995-2006. Her assignments were on credit intermediation, sustainability, privatisation, appraisal of development banks and financial institutions in projects located in Mongolia, Guyana, Egypt, and Jordan. She also worked on projects for the Asian Development Bank in Thailand and the African Development Bank in Cote de I'vore. Earlier, she was a career banker having joined the State Bank as a probationary officer in 1969. She has twenty-two years of experience in banking operations, foreign exchange, as head of merchant banking, in her career with Vijaya Bank and served as Director, correspondent banking with American Express Bank Limited, Bombay. She was trained in the Bank's branches in New York, London, and Frankfurt. Ms. Reddy holds a Masters degree in Political Science from Osmania University, Hyderabad. She has studied French and Japanese.

Regd. Office: Rain Center 34, Srinagar Colony Hyderabad 500073 Telangana, India

Phone: +91 (40) 40401234 Fax: +91 (40) 40401214 Email: secretarial@rain-industries.com Website: www.rain-industries.com CIN: L26942TG1974PLC001693

		She is presently a Director on the Board of RAIN Industries Limited (Listed company) and Director on the Board of its two subsidiaries namely Rain Cements Limited and Rain CII Carbon (Vizag) Limited. She is a Member of Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee of Rain Industries Limited, Chairperson of Nomination and Remuneration Committee of Rain CII Carbon (Vizag) Limited and Member of Nomination and Remuneration Committee of Rain Cements Limited. She is not holding any equity shares of the Company.
5	Disclosure of the relationships between Directors, (in case of appointment of a Director)	Ms. Nirmala Reddy is not related to any Director on the Board or Manager or the Key Managerial Personnel of the Company.

For Rain Industries Limited

S Venkat Ramana Reddy Company Secretary M. No. AU143

Annexure - D

Appointment of Mr Robert Thomas Tonti as an Independent Director of Rain Industries Limited

SNo	Particulars	Information
	Name of the Director	Mr. Robert Thomas Tonti (DIN: 09367847)
	Reason for Change Viz., appointment, resignation, removal, death and otherwise;	The Board of Directors at its meeting held on October 30, 2021 approved the appointment of Mr. Robert Thomas Tonti (DIN: 09367847) as an Additional Director (Independent Director) on the Board of the Company for a period of 5
		years i.e., from October 31, 2021 to October 30, 2026. This appointment is subject to approval of shareholders.
	Date of appointment / Cessation (as applicable)	For a period of 5 years i.e., from October 31, 2021 to October 30, 2026.
	Brief Profile (in case of appointment)	Mr. Robert Thomas Tonti (63 Years) holds Bachelor of Science degree in Chemical Engineering from Rensselaer Polytechnic Institute, Troy, New York, United States of America and MBA from International Institute for Management Development, Lausanne, Switzerland.
		Mr. Robert Thomas Tonti has over 40 years' experience primarily centered on the calcining of petroleum coke and energy production with experience in Oil refining and Aluminum Smelting.
		Early engineering experience with Shell Oil and Kaiser Aluminum & Chemical led to becoming a start-up manager of then Calciner Industries Inc., for the 1988 acquisition of Kaiser's calcining plants by private investors. Production experience included the optimization of supply chain, logistics and freight movements. Technical experience included raw material quality control,
For Ra S V§m;at Comp; M. No	n Industries Limited Ramana Reddy ny Secretary A14143	the design and upgrade of control systems for calciners and customer service to Aluminum smelters. Executive procurement experience included the purchase and transport of bulk materials (petroleum coke) worldwide. Executive operations experience included negotiation and administration of union labor contracts,

Phone: +91 (40) 40401234 Fax: +91 (40) 40401214 Email: secretarial@rain-industries.com Website: www.rain-industries.com CIN: L26942TG1974PLC001693

R I L RAIN INDUSTRIES LIMITED

		environmental affairs, and the management of 120 salaried and hourly personnel. Executive business development experience included creation of steam and power generation projects, their commercial contracts, governmental relations, and relations with investor-owned utilities. Executive M&A work included staffing and restart of an acquired coke calciner, acquisition due diligence of refiner divested coke calciners, the acquisition and divestiture of a calciner in China. He is an Independent Director on the Board of Rain Carbon Inc, a wholly owned subsidiary of
		the Company and member of Audit Committee of Rain Carbon Inc. He is not holding any equity shares of the Company
5	Disclosure of the relationships between Directors. (in case of appointment of a Director)	Mr. Robert Thomas Tonti is not related to any Director on the Board or Manager or the Key Managerial Personnel of the Company.

Thanking you,

Yours faithfully, for Rain Industries Limited

S. Venkat Ramana Reddy Company Secretary