Page 1 of 105 · The above rating is not a recommendation to buy, sell or hold securities and...

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Grasim Industries Limited

(CIN: L17124MP1947PLC000410)

Registered Office: Birlagram, Nagda -456331 (M.P.)

Corporate Office: Grasim Industries Limited, A-2, Aditya Birla Centre,promoter

S.K. Ahire Marg, Worli, Mumbai 400030

Telephone:

T: +91 22 6652 5000 / 2499 5000 | F: +91 22 6652 5114 / 2499 5114

Website: www.grasim.com; Compliance Officer: Mrs. Hutokshi Wadia;

E-mail: [email protected]

ISSUE BY WAY OF PRIVATE PLACEMENT OF 6.65% RATED LISTED UNSECURED REDEEMABLE

NON–CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH)

EACH FOR CASH AT PAR AGGREGATING Rs. 500 CRORE (“DEBENTURES”) (THE “ISSUE”)

GENERAL RISK

As the Issue is being made on a private placement basis, this Offer Letter has not been submitted to or cleared by the

Securities and Exchange Board of India (“SEBI”). The Issue has not been recommended or approved by SEBI nor does

SEBI guarantee the accuracy or adequacy of this Offer Letter. Investment in debt and debt related securities involve a

degree of risk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached

to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before

investing in the Debentures. For taking an investment decision, investors must rely on their examination of the Issue

including the risks involved in it. Specific attention of the investors is invited to the summarized Risk Factors mentioned

elsewhere in this Offer Letter.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Letter contains

all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information

contained in this Offer Letter is true and correct in all material aspects and is not misleading in any material respect, that

the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of

which makes this Offer Letter as a whole or any of such information or the expression of any such opinions or intentions

misleading in any material respect.

CREDIT RATING

The Debentures proposed to be issued by the Issuer have been rated by CRISIL (the “Rating Agency”). The CRISIL has

vide its letter dated 7th February, 2020 assigned a rating of CRISIL AAA with a stable outlook in respect of the

Debentures. This rating is considered to have adequate degree of safety regarding timely servicing of financial

obligations. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own

decision. The ratings may be subject to revision or withdrawal at any time by the Rating Agency and should be evaluated

independently of any such ratings. Please refer to Annexure 1 of this Information Memorandum for the letter dated 7th

Private & Confidential – For Private Circulation Only

(This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). This Disclosure Document is prepared in conformity with Securities and Exchange Board of India

(Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008), the Companies Act, 2013 and the Companies

(Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time

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February, 2020 from CRISIL assigning the abovementioned credit rating and the rating rationale adopted by the Rating

Agency for the aforesaid rating.

LISTING

The Debentures shall be listed on the Wholesale Debt Market (WDM) of BSE Limited (BSE)

ISSUE PROGRAME

Issue Opens on : February 14, 2020

Issue Closes on : February 14, 2020

Pay – in Date: February 17, 2020

Deemed Date of Allotment : February 17, 2020

The Issuer reserves the right to change the Issue Program including the Deemed Date of Allotment at its sole

discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking

hours on each day during the period covered by the Issue Program.

Note: This Private Placement Offer Letter prepared under the Companies Act, 2013, the Companies (Prospectus and

Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008 as amended, for private placement of the Debentures and is neither a prospectus nor a statement in

lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt

securities to be issued by the Issuer. This is only an information brochure intended for private use.

REGISTRARS TO THE ISSUE

KFin Technologies Private Limited,

(Formerly Known As Karvy Fintech Private

Limited)

Karvy Selenium Tower B, 6th Floor, Plot Nos. 31 &

32 Gachibowli, Financial District Nanakramguda,

Hyderabad - 500032

DEBENTURE TRUSTEES

IDBI Trusteeship Services Ltd

Asian Building, Ground Floor, 17,

R. Kamani Marg, Ballard Estate,

Mumbai – 400001

CREDIT RATING AGENCY

CRISIL CRISIL House, Central Avenue,

Hiranandani Business Park,

Powai, Mumbai-400076

LISTING EXCHANGE

BSE Limited Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai 400 001

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TABLE OF CONTENT

Sl. No. Particulars Page No.

I. DEFINITIONS/ABBREVIATIONS / TERMS USED 4

II. DISCLAIMER 6

III. DISCLOSURE REQUIREMENTS UNDER FORM PAS – 4 PRESCRIBED UNDER

THE COMPANIES ACT, 2013

9

IV. RISK FACTORS 12

V. ISSUER INFORMATION

NAME AND ADDRESSES 16

BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER 17

BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION 23

DETAILS OF SHAREHOLDING OF THE COMPANY 25

DETAILS OF DIRECTORS OF THE COMPANY 37

DETAILS OF THE AUDITORS OF THE COMPANY 43

DETAILS OF THE BORROWINGS OF THE COMPANY 44

DETAILS OF THE PROMOTERS OF THE COMPANY 51

ABRIGED VERSION OF AUDITED CONSOLIDATED AND STANDALONE

FINANCIALS FOR LAST 3 YEARS

52

MATERIAL EVENTS WHICH MAY AFFECT THE ISSUE OR INVESTOR’S

DECISION TO INVEST

68

NAME OF STOCK EXCHANGES WHERE DEBT SECURITIES ARE PROPOSED

TO BE LISTED

70

DETAILS OF DEBT SECURITIES ISSUED AND SOUGHT TO BE LISTED 70

VI. ISSUE DETAILS 87

VII. DISCLOSURE PERTAINING TO WILFUL DEFAULT 92

VIII. ANNEXURES

1 RATING LETTER FROM RATING AGENCY 94

2 CONSENT LETTER OF DEBENTURE TRUSTEE 96

3 IN-PRINCIPLE APPROVAL FROM STOCK EXCHANGE 98

4 APPLICATION FORM 99

5 COPY OF BOARD RESOLUTION 102

6 HALF YEARLY RESULTS (CONSOLIDATED AND STANDALONE) FOR THE

QUARTER AND HALF YEAR ENDED 30TH SEPTEMBER, 2019

104

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DEFINITIONS AND ABBREVIATIONS

Grasim / Company / Issuer/

We/ Us Grasim Industries Limited or “Grasim”

Aditya Birla Group

The persons disclosed to the stock exchange as ‘Promoter & Promoter Group’ as on

the Deemed Date of Allotment together with their Relatives and Affiliates.

“Relative” has the meaning given in Section 2(77) of the Companies Act, 2013.

“Affiliate” means with respect to any company, any person that directly or indirectly,

through one or more intermediaries, Controls, is Controlled by or is under common

Control with, such person.

Application form The form in which an investor can apply for subscription to the Debentures.

Article of Association / AOA Articles of Association of Grasim

Beneficial Owner(s)

Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner

of the Debenture(s) as defined in clause (a) of subsection of (1) of Section 2 of the

Depositories Act, 1996).

Board/ Board of Directors/

Director(s) Board of Directors of Grasim (which includes any committee thereof)

Borrowings

At any time, the aggregate outstanding principal, capital or nominal amount (and any

fixed or minimum premium payable on prepayment or redemption) of the Financial

Indebtedness of the Issuer.

BSE BSE Limited

Business Day

Business Day shall means all days except Sunday and any public holiday, in

accordance with the Negotiable Instruments Act, 1881 and the days on which banks

are open for business in Mumbai.

CDSL Central Depository Services (India) Limited

Companies Act

Companies Act, 1956 and/or Companies Act, 2013 or such act or acts for the time

being in force in India containing the provisions of the legislation in relation to

companies, as amended, modified or supplemented from time to time.

CWIP Capital Work In Progress

Debenture Documents As set out on Issue details of this Offer Letter

Debenture Holder(s) The holder(s) of the Debenture(s) in dematerialized form.

Debenture Trustee The trustee of the Debenture Holder(s), in this case being IDBI Trusteeship Services

Limited.

Deemed Date of Allotment February 17, 2020

Depository A Depository registered with SEBI under the SEBI (Depositories and Participant)

Regulations, 1996, as amended from time to time

Depositories Act The Depositories Act, 1996, as amended from time to time.

Depository Participant /DP A Depository Participant as defined under Depositories Act

Disclosure Document Disclosure Document for Private Placement of the Debentures

EBITDA Earnings Before Interest, Tax, Depreciation & Amortization

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Financial Year Twelve months period commencing from 1 April of a particular calendar year and

ending on 31 March of the subsequent calendar year.

Listing Agreement Means the Listing Agreement for Debt Securities issued by Securities and Exchange

Board of India, as amended from time to time

Memorandum of Association

/ MOA Memorandum of Association of Grasim Industries Limited

NCDs / Debentures Rated, Listed, Unsecured, Redeemable Non-Convertible Debentures to be issued by

Grasim pursuant to this Offer Letter

NSDL National Securities Depository Limited

Offer Letter This document through which the Debentures are being issued for private placement.

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

Person

Shall include an individual, natural person, HUF, society, trust, corporation,

partnership, limited liability partnership, joint venture, incorporated or unincorporated

body or association, company, Government and in case of a company and a body

corporate shall include their respective successors and assigns and in case of any

individual his/her respective legal representative, administrators, executors and heirs

and in case of trust shall include the trustee(s) for the time being and from time to

time. The term “Persons” shall be construed accordingly

Promoter(s) / Promoter

Group

Promoters / Promoter Group shall have the same meaning as ascribed to it under the

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended

Ratings ‘CRISIL AAA (Outlook: Stable)’ by CRISIL

Register of Debenture

Holder(s)

The Register of Debenture Holders maintained by the Company and/or the Registrar

and Transfer Agent

RoC Registrar of Companies

RTGS Real Time Gross Settlement

SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time

SEBI Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008, as amended from time to time

TDS Tax Deducted at Source

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DISCLAIMER

THIS PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU

OF PROSPECTUS. THE ISSUE OF DEBENTURES TO BE ISSUED AND LISTED ON THE WHOLESALE DEBT

MARKET OF BOMBAY STOCK EXCHANGE LIMITED (‘BSE’) IS BEING MADE STRICTLY ON A PRIVATE

PLACEMENT BASIS. IT DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN

OFFER OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES TO THE PUBLIC IN GENERAL.

APART FROM THIS OFFER LETTER, NO OFFER LETTER OR PROSPECTUS HAS BEEN PREPARED IN

CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE ISSUER NOR IS SUCH A

PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS

OFFER LETTER HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IT IS INTENDED TO BE

REGISTERED.

THIS OFFER LETTER HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUT THE

ISSUER TO POTENTIAL INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE WILLING AND

ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS OFFER LETTER DOES NOT PURPORT TO

CONTAIN ALL THE INFORMATION THAT ANY POTENTIAL INVESTOR MAY REQUIRE. NEITHER THIS

OFFER LETTER NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE DEBENTURES

IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION AND ANY RECIPIENT

OF THIS OFFER LETTER SHOULD NOT CONSIDER SUCH RECEIPT, A RECOMMENDATION TO

PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING THE PURCHASE OF ANY

DEBENTURES SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL

CONDITION AND AFFAIRS OF THE ISSUER, AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS

OF THE ISSUER. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL, LEGAL, TAX

AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND INVESTMENT CONSIDERATIONS

ARISING FROM AN INVESTMENT IN THE DEBENTURES AND SHOULD POSSESS THE APPROPRIATE

RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO

SUCH INVESTORS’ PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF POTENTIAL

INVESTORS TO ALSO ENSURE THAT THEY WILL SELL THESE DEBENTURES IN STRICT

ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS OFFER LETTER AND OTHER

APPLICABLE LAWS, SO THAT THE SALE DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN

THE MEANING OF THE COMPANIES ACT, 2013. NONE OF THE INTERMEDIARIES OR THEIR AGENTS

OR ADVISORS ASSOCIATED WITH THIS ISSUE UNDERTAKE TO REVIEW THE FINANCIAL CONDITION

OR AFFAIRS OF THE ISSUER DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS

OFFER LETTER OR HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR POTENTIAL

INVESTOR IN THE DEBENTURES OR ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY

COMING TO THE ATTENTION OF THE INTERMEDIARIES, AGENTS OR ADVISORS.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY

REPRESENTATION NOT CONTAINED IN THIS OFFER LETTER OR IN ANY MATERIAL MADE

AVAILABLE BY THE ISSUER TO ANY POTENTIAL INVESTOR PURSUANT HERETO, AND IF GIVEN OR

MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN

AUTHORIZED BY THE ISSUER.THE INTERMEDIARIES AND THEIR AGENTS OR ADVISORS

ASSOCIATED WITH THIS OFFER LETTER HAVE NOT SEPARAETLY VERIFIED THE INFORMATION

CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING,

EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY ANY SUCH

INTERMEDIARY, AGENT OR ADVISOR AS TO THE ACCURACY OR COMPLETENESS OF THE

INFORMATION CONTAINED IN THIS OFFER LETTER OR ANY OTHER INFORMATION PROVIDED BY

THE ISSUER. ACCORDINGLY, ALL SUCH INTERMEDIARIES ASSOCIATED WITH THIS ISSUE SHALL

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HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS OFFER LETTER OR

ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE.

THE ISSUER CONFIRMS THAT, AS OF THE DATE HEREOF, THIS OFFER LETTER (INCLUDING THE

DOCUMENTS INCORPORATED BY REFERENCE HEREIN, IF ANY) CONTAINS ALL INFORMATION

THAT IS MATERIAL IN THE CONTEXT OF THE ISSUE AND SALE OF THE DEBENTURES, IS ACCURATE

IN ALL MATERIAL RESPECTS AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL

FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS HEREIN

THAT WOULD BE IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT

MISLEADING.

THE CONTENTS OF THIS OFFER LETTER ARE INTENDED TO BE USED ONLY BY THOSE INVESTORS

TO WHOM IT IS DISTRIBUTED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON

AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT.

THE PERSON, TO WHOM A COPY OF THE OFFER LETTER IS SENT, IS ALONE ENTITLED TO APPLY FOR

THE DEBENTURES. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO

WHOM APPLICATION FORMS ALONG WITH THIS OFFER LETTER HAVE BEEN SENT. ANY

APPLICATION BY A PERSON TO WHOM THE OFFER LETTER AND/OR THE APPLICATION FORM HAS

NOT BEEN SENT BY THE ISSUER SHALL BE REJECTED WITHOUT ASSIGNING ANY REASON.

THE PERSON WHO IS IN RECEIPT OF THIS OFFER LETTER SHALL MAINTAIN UTMOST

CONFIDENTIALITY REGARDING THE CONTENTS OF THIS OFFER LETTER AND SHALL NOT

REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR

TO A THIRD PARTY REGARDING ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE

ISSUER.

EACH PERSON RECEIVING THIS OFFER LETTER ACKNOWLEDGES THAT

SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW AND HAS

RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY THE PERSON TO BE NECESSARY TO

VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN; AND SUCH PERSON

HAS NOT RELIED ON ANY INTERMEDIARY THAT MAY BE ASSOCIATED WITH ISSUANCE OF THE

DEBENTURES IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH

INFORMATION OR ITS INVESTMENT DECISION.

THE ISSUER DOES NOT UNDERTAKE TO UPDATE THE OFFER LETTER TO REFLECT SUBSEQUENT

EVENTS AFTER THE DATE OF THE OFFER LETTER AND THUS IT SHOULD NOT BE RELIED UPON WITH

RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE

ISSUER. NEITHER THE DELIVERY OF THIS OFFER LETTER NOR ANY SALE OF DEBENTURES MADE

HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE

ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE

DATE HEREOF.

THIS OFFER LETTER DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR OR IN CONNECTION WITH,

AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR

SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE

SUCH AN OFFER OR SOLICITATION. NO ACTION IS BEING TAKEN TO PERMIT AN OFFERING OF THE

DEBENTURES OR THE DISTRIBUTION OF THIS OFFER LETTER IN ANY JURISDICTION WHERE SUCH

ACTION IS REQUIRED. THE DISTRIBUTION OF THIS OFFER LETTER AND THE OFFERING AND SALE

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OF THE DEBENTURES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO

WHOSE POSSESSION THIS OFFER LETTER COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT

AND TO OBSERVE ANY SUCH RESTRICTIONS.

THE OFFER LETTER IS MADE AVAILABLE TO INVESTORS IN THE ISSUE ON THE STRICT

UNDERSTANDING THAT IT IS CONFIDENTIAL.

DISCLAIMER STATEMENT FROM THE COMPANY

THE COMPANY ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHER THAN IN THIS

OFFER LETTER OR ANY OTHER MATERIAL EXPRESELLY STATED TO BE ISSUED BY OR AT THE

INSTANCE OF THE COMPANY IN CONNECTION WITH THE ISSUE OF THE DEBENTURES AND THAT

ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT

THEIR/ITS OWN RISK.

.

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DISCLOSURE REQUIREMENTS UNDER FORM PAS – 4 PRESCRIBED UNDER THE COMPANIES

ACT, 2013

The table below sets out the disclosure requirements as provided in PAS-4 and the relevant pages in this Placement Document where these disclosures, to the extent applicable, have been provided.

Sr. No. Disclosure Requirements Relevant Page of this Offer

Letter

1. GENERAL INFORMATION

a. Name, address, website, if any and other contact details of the

Company indicating both registered office and corporate office.

13

b. Date of incorporation of the Company. 17

c. Business carried on by the Company and its subsidiaries with the details

of branches or units, if any.

17-21

d. Brief particulars of the management of the Company. 23

e. Names, addresses, Director Identification Number (DIN) and

occupations of the directors.

37

f. Management’s perception of risk factors. 12

g. Details of default, if any, including therein the amount involved,

duration of default and present status, in repayment of:

51

(i) Statutory dues; 51

(ii) Debentures and interest thereon; 51

(iii) Deposits and interest thereon; and 51

(iv) Loan from any bank or financial institution and interest thereon 51

h. Names, designation, address and phone number, email ID of the nodal/

Compliance Officer of the Company, if any, for the private placement

offer process

51

2. PARTICULARS OF THE OFFER

a. Financial position of the Company for the last 3 financial years 52-60

b. Date of passing of Board resolution. 102

c. Date of passing of resolution in the general meeting authorizing the

offer of securities

Not Applicable

d. Kinds of securities offered (i.e. whether share or debenture) and class of

security; the total number of shares or other securities to be issued

72-74

e. Price at which the security is being offered including the premium,

if any, along with justification of the price

72-74

f. Name and address of the valuer who performed valuation of the security

offered, and basis on which the price has been arrived at long with report

of the registered valuer

Not Applicable

g. Relevant date with reference to which the price has been arrived at Not Applicable

h. The class or classes of persons to whom the allotment is proposed to be

made

80

i. The proposed time within which the allotment shall be completed 72-74

j. The change in control, if any, in the company that would occur

consequent to the private placement

51

k. The number of persons to whom allotment on preferential basis/ private

placement/right issue has already been made during the year, in terms of

number of securities as well as price

51

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l. The justification for the allotment proposed to be made for consideration

other than cash together with valuation report of the registered valuer

Not Applicable

m. Amount which the Company intends to raise by way of securities. 1

n. Terms of raising of securities: 76-80 (i). Duration, if applicable; 76-80 (ii). Rate of interest; 76-80 (iii). Mode of payment; and 76-80 (iv) Mode of repayment. 76-80 o Proposed time schedule for which the offer letter is valid. 76-80 p Purposes and objects of the offer. 76-80 q Contribution being made by the promoters or directors either as part of

the offer or separately in furtherance of such objects

43

r Principle terms of assets charged as security, if applicable. Not Applicable

s The details of significant and material orders passed by the Regulators,

Courts and Tribunals impacting the going concern status of the Company

and its future operations

51

t. Shareholding pattern of the Company 35

3. DISCLOSURES WITH REGARD TO INTEREST OF

DIRECTORS, LITIGATION, ETC

a. Any financial or other material interest of the directors, promoters

or key managerial personnel in the offer and the effect of such interest

in so far as it is different from the interests of other persons

43

b. Details of any litigation or legal action pending or taken by any Ministry

or Department of the Government or a statutory authority against

any promoter of the offeree company during the last three years

immediately preceding the year of the circulation of the offer letter

and any direction issued by such Ministry or Department or statutory

authority upon conclusion of such litigation or legal action shall be

disclosed.

61-63

c. Remuneration of directors (during the current year and last three

financial years).

42-43

d. Related party transactions entered during the last three financial years

immediately preceding the year of circulation of offer letter including

with regard to loans made or, guarantees given or securities provided.

63-67

e. Summary of reservations or qualifications or adverse remarks of

auditors in the last five financial years immediately preceding the

year of circulation of offer letter and of their impact on the financial

statements and financial position of the Company and the corrective

steps taken and proposed to be taken by the Company for each of the

said reservations or qualifications or adverse remark.

52-57

f. Details of any inquiry, inspections or investigations initiated or

conducted under the Companies Act or any previous company law in the

last three years immediately preceding, the year of circulation of offer

letter in the case of company and all of its subsidiaries. Also if there were

any prosecutions filed (whether pending or not) fines imposed,

compounding of offences in the last three years immediately preceding

the year of the offer letter and if so, section-wise details thereof for the

Company and all of its subsidiaries.

61-63

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g. Details of acts of material frauds committed against the Company in

the last three years, if any, and if so, the action taken by the Company

61

4. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the Company in the following manner in a tabular

form:

25-34

(i)(a) The authorised, issued, subscribed and paid up capital (number of

securities, description and aggregate nominal value);

25

(b) Size of the present offer; and 70-74

(c) Paid up capital: 25

(d) After the offer; and Not Applicable

(e) After conversion of convertible instruments (if applicable); Not Applicable

(f) Share premium account (before and after the offer). Not Applicable

(ii) The details of the existing share capital of the Issuer in a tabular form,

indicating therein with regard to each allotment, the date of allotment,

the number of shares allotted, the face value of the shares allotted, the

price and the form of consideration

25-34

Provided that the Issuer shall also disclose the number and price at

which each of the allotments were made in the last one year preceding

the date of the offer letter separately indicating the allotments made

for considerations other than cash and the details of the consideration in

each case.

27-34

b. Profits of the Company, before and after making provision for tax, for

the three financial years immediately preceding the date of circulation of

offer letter

58

c. Dividends declared by the Company in respect of the said three financial

years; interest coverage ratio for last three years (Cash profit after

tax plus interest paid/interest paid).

24

d. A summary of the financial position of the Company as in the three

audited balance sheets immediately preceding the date of circulation of

offer letter.

52-57

e. Audited Cash Flow Statement for the three years immediately preceding

the date of circulation of offer letter.

52-57

f. Any change in accounting policies during the last three years and their

effect on the profits and the reserves of the Company.

52-57

5. A DECLARATION BY THE DIRECTORS THAT

a. The Company has complied with the provisions of the Act and the rules

made thereunder.

93

b. The compliance with the Act and the rules does not imply that payment

of dividend or interest or repayment of debentures, if applicable, is

guaranteed by the Central Government.

93

c. The monies received under the offer shall be used only for the purposes

and objects indicated in the Offer letter.

93

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RISK FACTORS

GENERAL RISKS

Investment in these Debentures involves a degree of risk and investors should not invest any funds in the Debentures,

unless they can afford to take the risks attached to such investments. Potential investors are advised to read this Offer

Document carefully before taking an investment decision in this offering. For taking an investment decision, investors

must rely on their own examination of the Company and the offer including the risks involved. The Debentures have

not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document.

This private placement offer document has not been submitted, cleared or approved by SEBI.

RISK FACTORS

Following are certain risks for the investors to consider before taking an investment decision in the offer:

a) Cyber risk

The Company faces risk of financial loss, disruption or damage to its reputation resulting from failure of its

information technology systems. There can be deliberate and unauthorized breaches of security to gain access

to information systems. This may unfavorably affect the Company’s performance.

b) Repayment is subject to the credit risk of the Issuer

Repayment of principal and any other amounts that may be due in respect of the Debentures is subject to

credit risk of the Company. In case any bankruptcy proceedings are initiated by or against the Company, the

payment of sums due on the Debentures may be substantially reduced or delayed. The right of the debenture

holders to receive payments under the Debentures will be junior to certain statutory and other liabilities,

including monies due and payable to secured creditors of the Issuer, preferred by law on an insolvency of the

Issuer.

c) Talent Attrition

The Company is subject to risk of high talent attrition which may significantly increase costs to the Company.

It may also result in lower productivity, affecting overall cost-effectiveness of the Company.

d) The secondary market for the Debentures may be illiquid

The Debentures shall be listed on the WDM of BSE. It is not possible to predict if and to what extent a

secondary market may develop for the Debentures or at what price the Debentures will trade in the secondary

market or whether such market will be liquid or illiquid.

e) Rating Downgrade Risk

The rating is not a recommendation to purchase, hold or sell the Debentures. There is no assurance that the

rating will remain at the same level for any given period of time or that the rating will not be lowered or

withdrawn entirely by the Rating Agency. In the event of rating downgrade, the investors may have to take

loss on value of their investment.

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f) Tax considerations and legal considerations

Prospective Investors should consult their own legal, regulatory, tax, financial and/or professional advisors

about risks associated with an investment in the Debentures and the suitability of investing in the Debentures

in light of their particular circumstances. Also, since tax regulations and their application by the relevant

taxation authorities change from time to time, it is not possible to predict the exact tax implication which will

apply at any given time.

g) Accounting considerations

Special accounting considerations may apply to certain types of taxpayers. Prospective Investors are

recommended to consult with their own accounting advisors to determine impact of this investment. The

Financial Statement and Derived Ratios contained in the offer letter are prepared / computed as per the

permissible accounting practices. While due care has been taken to reflect the true economic reality regarding

the financials of the Company as far as possible, the investors may want to make their own adjustments to

the same before arriving at an investment decision in the Offer.

h) Material changes in regulations to which the Issuer is subject could impair the Issuer’s ability to meet

payments or other obligations

The Company is subject to changes in Indian and international law, as well to changes in government

regulations and policies and accounting principles. Also, the Company may not be compliant with all

regulations including due to frequent revisions in applicable laws. This could affect the Company’s future

financial performance.

i) Legality of purchase

Prospective Investors of the Debentures will be responsible for the lawfulness of the acquisition of the

Debentures under applicable law, regulation or regulatory policy.

j) Fluctuation in availability and prices of key raw materials, energy inputs and finished goods may

adversely impact profitability of the Company.

The Company’s performance is dependent on number of factors including availability and prices of key raw

materials, constant supply of power and prices of finished goods. A slowdown in the global or Indian

economy may adversely affect its business. Also, consumer preferences and market demand may change due

to low economic activity which may have an adverse impact on the business.

k) Risk relating to investments by the Company

Potential investors should be aware that the Company faces risk of nil or low return or impairment loss on

account of investments in subsidiaries, associates and joint ventures. The same may affect profitability and

return on investments of the Company.

l) Natural and man-made calamities

Natural calamities like floods, droughts and earthquakes could hamper the performance of the Company and

may result in plant breakdown. Also, man-made factors like strikes may affect regular operations of the

Company.

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m) Litigations and contingent liabilities

The Company faces number of litigations, legal proceedings, notices and threats. Litigation can be uncertain

and resolution of the same may take several years and be subject to considerable expenses. The Company

has certain contingent liabilities which are not provided for in the books of accounts. If these contingent

liabilities have unfavorable outcome, it may lead to impact on financial performance of the Company.

n) Competition

The Company faces risk of loss of market share due to expanding capacities of existing players and

emergence of new entrants in the market. Some of these players resort to aggressive pricing which may lead

to loss in profitability or in volume affecting the financial performance of the Company.

o) Delay/non-payment of dues by debtors

The Company faces risk of delay/non-payment of dues by debtors which may impact the working capital or

adversely affect the cash flows of the Company.

p) Risks related to the business of Issuer

i. Viscose production requires large amount of water. Water scarcity may have adverse impact on business

operations.

ii. The Company’s chemical business involves handling of chlorine and other hazardous chemicals and risks

associated with the same.

iii. Regulations with respect to environment norms and wood security could affect availability of raw material

for the fiber business of the Company.

iv. Stringent environment norms for water discharge, plant emissions and storage and disposal of hazardous

wastes may affect regular operations of the Company.

v. Dependency on concentrated sourcing of raw materials may lead to loss in finished goods production.

vi. The Company imports some of the raw material and exports certain finished goods. The Company is

subjected to foreign currency risk and risk of carrying cost of inventory.

vii. Our insurance policies may not cover all kinds of risk that the Company faces.

viii. The Company is undergoing large capital expenditure plan. There could be delay in implementing these

projects and there could be cost overrun. These projects, once implemented, may not result in desired

profitability. The Company may not be able to raise funds to complete these projects or the cost of such

funds could be excessive.

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Additional assumptions

The initial subscriber to and any subsequent purchaser of NCDs shall be deemed to have agreed that and

accordingly the Company shall be entitled to presume that each of the initial subscribers and any subsequent

purchasers:

i. has reviewed the terms and conditions applicable to the NCDs as contained in the Offer Document and

has understood the same, and, on an independent assessment thereof, found the same acceptable for the

investment made and has also reviewed the risk disclosures contained herein and has understood the

risks, and determined that NCDs are a suitable investment and that the Debenture Holder can bear the

economic risk of that investment;

ii. has received all the facts believed by it to be necessary and appropriate or material in connection with,

and for, investment in the NCDs;

iii. has required knowledge, experience and expertise as an investor, to make the investment in the NCDs;

iv. has understood that in the event that the Debenture Holder(s) suffers loss, the Debenture Holder(s) shall

be solely responsible for the same and the Company, its parent, its subsidiaries or affiliates shall not be

responsible for any loss suffered by the Debenture Holder(s) including but not limited to on the basis of

any claim that no adequate disclosure regarding the risks involved were made or that the full risks

involved were not explained or understood;

v. has made an independent assessment and judgement of all risks and benefits before investing in the

NCDs;

vi. has the legal ability to invest in the NCDs and the investment does not contravene any provision of any

law, regulation or regulatory policy.

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PART A

ISSUER INFORMATION

A) Name and addresses of the following:

Registered and Corporate office of the Issuer Compliance Officer of the Issuer CFO of the Issuer


Registered office:

Birlagram, Nagda -456331 (M.P.)

Corporate office:

Grasim Industries Limited,

A-2, Aditya Birla Centre,

S.K. Ahire Marg, Worli,

Mumbai 400030

Mrs. Hutokshi Wadia

Grasim Industries Limited,

A-2, Aditya Birla Centre,

S.K. Ahire Marg, Worli,

Mumbai 400030

Mr. Ashish Adukia

Grasim Industries

Limited,

A-2, Aditya Birla

Centre,

S.K. Ahire Marg,

Worli,

Mumbai 400030

Auditors of the Issuer Trustee of the Issue Registrar of the Issue

S R B C & Co. LLP

Chartered Accountants

14th Floor, The Ruby,

29 Senapati Bapat Marg, Dadar(West),

Mumbai-400028

B S R & Co. LLP

Chartered Accountants

Lodha Excelus, 5th Floor, Apollo Mills

Compound, N.M. Joshi Marg, Mahalaxmi,

Mumbai-400011


Asian Building, Ground Floor, 17,R.

Kamani Marg, Ballard Estate,

Mumbai – 400 001

KFin Technologies

Private Limited,

(Formerly Known As

Karvy Fintech Private

Limited)

Karvy Selenium Tower

B, 6th Floor, Plot Nos.

31 & 32 Gachibowli,

Financial District

Nanakramguda,

Hyderabad - 500032

Credit Rating Agencies of the Issue

CRISIL

CRISIL House, Central Avenue,

Hiranandani Business Park,

Powai, Mumbai-400076

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B) Brief summary of the business/ activities of the Issuer and its line of business

Overview and Corporate Structure

Business Overview

Grasim Industries Limited is a flagship company of the Aditya Birla Group, it was incorporated in 25th August, 1947.

The company started as a VSF manufacturer and diversified into Chemicals (Caustic-Soda), Caustic Soda is one of

the key inputs required for manufacturing of viscose. The focus of the company has been to expand its Viscose and

Chemicals business through organic and inorganic route.

Grasim forayed into cement business in 1983-85. The company took a leapfrog step and acquired the L&T cement

capacity in 2004 to participate in the infrastructure driven growth of the Indian economy. The cement business of

Grasim was demerged subsequently and consolidated into its subsidiary, UltraTech to create a pure play cement

company.

In 2017, Aditya Birla Nuvo Ltd merged with Grasim and subsequently the Financial Services business was demerged

and listed on bourses as Aditya Birla Capital Limited on 1st September, 2017.

Today, Grasim has acquired leadership positon in VSF, Chemicals (Chlor-Alkali) and Cement through its subsidiary

UltraTech and recognized as Diversified Financial Services (NBFC, Asset Management and Life Insurance) player in

India through its subsidiary Aditya Birla Capital.

Key Business Segments of the Company

FY 2019 Cement Viscose Staple

Fibre

Chemicals Financial

Services

Others

Revenue from

Operations

(Consolidated -

INR 72,971 cr)

51% 14% 9% 21% 5%

Revenue from

Operations

(Standalone –

INR 20,550 cr)

-NA- 50% 31% -NA- 19%

(Source : Grasim Industries Limited Annual Report FY 2018-19)

Viscose (VSF and VFY)

Viscose Staple Fibre (VSF): The Viscose Staple Fibre (VSF) production commenced at Nagda (M.P) in 1954. Today

Grasim’s VSF aggregate India capacity stands at 566KTPA which is spread across four manufacturing units (Nagda,

Kharach, Vilayat and Harihar). Grasim’s overseas VSF operations include one manufacturing unit in Sweden and two

in Canada and a VSF JV in China. The VSF and various value added products are sold in India and overseas market.

Grasim offers the entire range of cellulose fibre under the umbrella brand 'Birla Cellulose'.

VSF is a man-made, biodegradable fibre with characteristics akin to cotton and can be used in their original form, or

can be blended with all natural and synthetic fibres for enhanced comfort, feel and lustre. The size of the Global Fibre

market (Natural & Manmade) stood at 104 MTPA in CY19. The key constituents are Cotton (~25%), PSF (17%),

VSF (5.8%) and other competing fibres. The demand for VSF is expected to grow at 6%-7%. VSF is used in apparel,

home textiles, dress material, knitted wear and non-woven applications.

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The VSF Business derives its competitive edge from:

Particulars Pulp Caustic soda Sulphur Charcoal Dyes

Percentage of

total cost

51% 15% 4% 1% 1%

(For FY 2018-19)

Brand “LIVA” extension from apparels to home textiles category, with the launch of “LIVA HOME” and Launch of

“Livaeco”. Today, Liva partners with over 40 retail brands and is available across 3,500 outlets in Exclusive Business

Outlets and Large Format Stores in addition to many more MBOs in 250 cities of India. This has resulted in increasing

the viscose fibre consumption in the Country over past 4 years. Indian viscose market has been registering a double

digit growth in the last few years and market share of Viscose in overall fibre basket has gone up from ~3.5% to ~5%

in the last four years (2015 to 2019).

The company is in the midst of capacity expansion at Vilayat plant which is progressing well;

Post expansion (FY21) it will be the single largest location plant of VSF in Asia (Ex-China) [The total VSF capacity

will get enhanced to 788KT from 566KT].

Viscose Filament Yarn (VFY): Grasim is the largest producer of VFY in India. Raysil, our viscose filament yarn, is a

versatile fashion yarn manufactured from premium and imported wood pulp. It is 100% bio-degradable and eco-

friendly, giving a feather-light feel, vivid colours and a natural lustre. Grasim has a total capacity of 47KTPA. Grasim

has acquired the right to operate and manage VFY business of Century Textiles and Industries Ltd, with effect from

1st February, 2018.

Chemicals

Grasim is the largest Chlor Alkali player in India with a capacity of 1,147KTPA and is regional diversified. We are

Industry leaders in Chlor-alkali products, Chlorine VAP (SBP, CPW, ALCL3, PAC, CSA, CACl2, Phosphoric acid)

and Epoxy. The Chemical business was set up with an objective to achieve backward integration for Viscose business.

Our strategy to grow the Caustic Soda business multi-fold through both organic and inorganic route has achieved

success. We are in the midst of expanding our caustic soda capacity from 1,147KTPA to 1,457 KTPA by FY21 and

also create a sink for chlorine VAP products.

Grasim epoxy capacity is 123,000 TPA offering entire range of epoxy products to customers from basic products like

liquid epoxy resins to value added products like formulated resins, reactive diluents and hardeners. Epoxy has wide

range of applications including civil coatings, composites (Wind Energy Blades), adhesives, paint, electrical and

electronic industry and can coating.

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Others

Fertilisers

Grasim’s fertilizer division, Indo Gulf Fertilisers (IGF) (located at Jagdishpur, Uttar Pradesh) is a leading agri-

solutions provider. From sowing to harvesting, it develops solutions and products for each stage of farming. Marketed

under the name ‘Birla Shaktiman’, the brand is one of the most popular fertilizer brands in the Indo-Gangetic plain,

the core market where it operates.

Capacity: 1.2 MMT of urea and 30,000 MT of customized fertilisers.

Textile

Established in 1949 as a Texile unit, Jayashree Textiles is a producer of premium textiles (linen fabric, linen yarn and

worsted yarn) in the linen and wool business in India. The Textile business became a part of Grasim on merger of

Erstwhile Aditya Birla Nuvo Limited into Grasim w.e.f. 1 July 2017.

During FY 2018-2019, Grasim acquired Soktas India Private Limited (‘SIPL’) to further strengthen the Company’s

leadership in premium fabric.

Insulators

Grasim is India’s largest manufacturer of electrical insulators and is amongst the top four insulator manufacturers

globally. It produces the widest range of insulators in India including insulators for transmission lines & substations

up to 1200 kV voltage level, as well as equipment & railways. Its total installed manufacturing capacity is

56,400 MTPA with specialization in both ceramic and composite insulators.

During the year, the Company entered into a JV with Maschinenfabrik Reinhausen GmbH (“MR”), Germany to

manufacture in India and sell Composite Hollow Core Insulators ("CHCI") and serve the Power Transmission &

Distribution industry globally. MR is the global leader for power transformer automation and control solutions.

Solar

Aditya Birla Solar Limited and Aditya Birla Renewables along-with its subsidiaries and associates continues to

demonstrate strong growth and now has: 242 MW installed across 18 plants (as on 31st December, 2019).

The business has helped ABG make strides towards being a clean energy consumer and currently supplies solar power

to a number of ABG businesses which brings synergies in cost saving.

Grasim Premium Fabric Private Limited

During FY 2018-19, Grasim has acquired 100% equity shareholding of SIPL to further strengthen Grasim’s leadership

in premium fabric. SIPL is in the business of manufacturing and the distribution of premium cotton fabrics. Its state-

of-the-art manufacturing facility is located at Kolhapur, Maharashtra. Its plant capacity is about 10 million metres per

annum of finished fabric. SIPL sells premium fabrics in India under the “SÖKTAS”, “Giza House” and “Excellence

by SÖKTAS” brands. The company is also a preferred supplier to leading Indian and Global menswear brands.

SIPL has been renamed to Grasim Premium Fabric Private Limited post acquisition.

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Key subsidiaries

Cement (UltraTech Cement) UltraTech Cement Ltd. is the largest manufacturer of grey cement, Ready Mix Concrete (RMC) and white cement in

India. It is Top-3 cement producer globally (Ex- China). UltraTech as a brand embodies 'strength', 'reliability' and

'innovation'. Together, these attributes inspire engineers to stretch the limits of their imagination to create homes,

buildings and structures that define the new India.

The company has an installed capacity of 114.8 MTPA of grey cement in India and Overseas. Its operations span

across India, UAE, Bahrain and Sri Lanka. UltraTech Cement is also India's largest exporter of cement reaching out

to meet the demand in countries around the Indian Ocean and the Middle East.

In the white cement segment, UltraTech goes to market under the brand name of "Birla White". It has a white cement

plant and 2 putty plant capacity of 1.5 MTPA.

With more than 100 Ready Mix Concrete (RMC) plants, UltraTech is the largest manufacturer in India. It also has a

slew of specialty concretes that meet specific needs of discerning customers

Financial Services (Aditya Birla Capital)

Aditya Birla Capital Limited (ABCL) is the holding company for all the financial service businesses of the Aditya

Birla Group. With a strong presence across life insurance, asset management, private equity, corporate lending,

structured finance, general insurance broking, wealth management, equity, currency and commodity broking, online

personal finance management, housing finance, pension fund management and health insurance businesses, ABCL is

committed to serve the end-to-end financial services needs of its retail and corporate customers.

Overall AAUM of the Asset Management business stood at Rs.2,65,475 Cr (Q3FY20)

Aditya Birla Finance lending book (Includes Housing) stood at Rs.60,123 Cr.(Q3FY20)

Individual First year Premium of the Life Insurance business stood at Rs. 1,261 Cr. (9MFY20)

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Main object of the Company

(a) Manufactures of artificial silk fibres, yarns and fabrics, other varieties of synthetic fibres and yarns fabrics

such as, nylons etc., cotton spinners and doublers, flax, hemp, jute spinners linen and cloth manufacturers,

flax, hemp, jute and wool merchants, wool combers, worsted spinners, woollen spinners, yarn merchants,

worsted stuff manufacturers, bleachers and dyers and makers of citriol, bleaching, dyeing materials and raw

materials and chemicals required in the production of synthetic fibres and yarns.

(b) To purchase, comb, prepare, spin, dye and deal in artificial silk and other synthetic fibres and yarns, cotton,

flax, hemp, jute, wool, silk and any fibrous substances.

(c) To weave, knit and otherwise manufacture, buy and sell and deal in artificial silk and other synthetic fibres

and yarns, linen, cloth and other goods and fabrics, whether textile, felted, netted or looped.

(d) To carry on the business of manufacturing, buying, selling, marketing, trading, importing, exporting,

distributing, processing, exchanging, converting, altering, twisting or otherwise handling or dealing in

cellulose, viscose rayon yarns and fibres, synthetic fibres and yarns, staple fibre yarns and such other fibres

or fibrous materials, transparent paper and auxiliary chemical products, allied products, by-products or

substances or substitutes for all or any of them or yarn or yarns for textile or other use as the company may

deem necessary expedient or practicable.

(e) To carry on the business of manufacturing, buying, selling, marketing, trading, importing, exporting,

distributing, processing, exchanging, converting, altering, twisting or otherwise handling or dealing in

insulators, fertilizers and chemicals of all types, and their by-products and derivatives (including raw

materials, value added products) and mixtures thereof.

(f)

(g)

To manufacture and deal in all kinds of cotton, linen, silk, worsted and woollen goods and goods made of

jute, hemp, flax, cellulosic fibres, metallic fibres, glass fibres, protein fibres, rubber fibres, rayons, polyesters,

all kinds of synthetic polymers and other fibres or fibrous substances, natural or otherwise; to purchase cotton

or all other fibrous materials either in the raw or manufactured state, to grin, comb, prepare, spin, double,

twist, wind, bleach, dye, finish and do other processes, connected with or incidental to the general

manufacture of the same; to manufacture and deal in all kinds of yarn and thread including covered elastic

thread and covered rubber thread from any or all of the said fibres or fibrous substances, required for any of

the purposes or weaving, sewing, knitting, embroidery, tapestry, hosiery, texturizing and all other special

purposes in which any or all such yarns and threads could be used, to weave or otherwise manufacture, buy

and sell and deal in all kinds of fabric whether textile, filter, knitted, looped, bonded or otherwise made out

of the said yarns or fibres; to manufacture and deal as a wholesaler, retailer, distributor, exporter, broker,

trader, agent, franchisee etc. in all kinds of garments, dresses, hosiery etc. made from out of the said yarns,

fibres and fabrics for every kind of use; to make vitriol, bleaching and dyeing materials; to operate as dyers,

printers, bleachers, finishers and dressers; to purchase material for and to purchase or manufacture blocks,

spools, bobbins, cones, boxes, tickets, labels, wrappers, show cards, machines, tools and other appliances

required in and connected with the said business; and to trade in, deal in, sell and dispose of the articles

purchased and manufactured by the Company and to carry on any other operations and activities of

whatsoever kind and nature in relation or incidental to hereinabove.

To manufacture, produce refine, process, formulate, mix or prepare, mine or otherwise acquire, buy, sell,

exchange, distributes, trade, deal in, import and export any and all kinds of chemicals, including heavy

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chemicals of all grades and organic and inorganic chemicals, fertilisers, linden, pesticides, manures their

mixtures and formulation and any and all Classes and kinds of chemicals, sources, chemical auxiliaries and

analytical chemicals, mixtures, natural and synthetic and other derivatives and compounds and by-products

thereof and any and all kinds of products of which any of the foregoing constitutes any ingredient or in the

production of which any of the foregoing is used, including acids, alkalies, fertilisers and agricultural and

industrial chemicals of all kinds and industrial and other preparation of, or products arising from or required

in the manufacturing, refining of any kind of fertiliser, their mixture and formulation.

Corporate Structure

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Brief History of the Company

Milestones achieved by the Company since incorporation are mentioned below:

Year Event

1947 Grasim Industries Incorporated

1954 VSF production commences at Nagda (M.P)

1972 Caustic Soda production commences at Nagda (M.P)

1983-85 Vikram Cement, Grasim’s first cement plant goes on stream at Jawad (M.P)

1993 Listed on Luxemburg Stock Exchange (GDR)

1996 VSF plant commissioned at Kharach (Gujarat)

1998 Demerger of Indian Rayon’s cement business with Grasim

2004 Grasim acquires UltraTech Cement Ltd from L&T

2009 Grasim hived off its cement business to UltraTech Cement Limited

2014 State-of-the-art VSF plant is commissioned at Vilayat (Gujarat)

2015 Merger of ABCIL with Grasim (Chemicals)

Launch of Liva

2017 Merger of Aditya Birla Nuvo with Grasim.

2018 Acquisition of Right to operate and manage VFY business of Century Textiles and Industries

2019 Commissioned Value Added Specialty fibre line of 16KTPA based on in-house technology at

Kharach in May-19 in a record timing ahead of scheduled timelines.

Acquired under-construction Chlor- Alkali plant on east coast (AP) in close proximity of the

Caustic Soda consumption hub

Acquired Soktas India Pvt. Ltd. to further strengthen the Co’s leadership in premium fabric

Announced JV with Maschinenfabrik Reinhausen GmbH, Germany: Composite Insulators

Brief Particulars of Management:

Grasim is managed by Board of Directors currently comprising of Mr. Kumar Mangalam Birla, Chairman

Mrs. Rajashree Birla, Director, Ms. Usha Sangwan, Non-Executive Director, Mr. Shailendra Kumar Jain, Non-

Executive Director, Mr. Arun Thiagarajan, Independent Director, Mr. Cyril Shroff, Independent Director, Dr. Thomas

M. Connelly Jr., Independent Director, Mr. O.P Rungta, Independent Director, Ms. Anita Ramachandran, Independent

Director, Mr. N. Mohanraj, Independent Director and Mr. Dilip Gaur, Managing Director.

Mr. Ashish Adukia is the Chief Financial Officer of the Company and Ms. Hutokshi Wadia is the Company Secretary

of the Company.

Key Operational and Financial Parameters (Standalone Basis):

(Rs. in Crores)

Parameters H1FY20 FY 2018-19 FY 2017-18 FY 2016-17

Networth 39,523.67 41,959.19 44,789.83 16,230.98

Total Debt 4,491.95 3,310.76 2,969.00 701.49

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Parameters H1FY20 FY 2018-19 FY 2017-18 FY 2016-17

Comprising

of Non Current

Maturities of

Long Term

Borrowing

2,208.05 1,055.11 853.16 383.68

Short Term

Borrowing

1,870.17 1,848.48 1,729.32 60.81

Current

Maturities of

Long Term

Borrowing

413.73 407.17 386.52 257.00

Net Fixed Assets 13,064.15 12,799.44 11,561.67 7,262.29

Non Current Assets 28,544.24 28,621.21 34,030.27 7,656.58

Cash and Cash Equivalents 30.15 19.54 26.07 34.59

Current Investments 2,280.42 2,965.95 1,959.85 1,572.33

Current Assets1 6,493.37 7,407.05 6,151.00 3,325.31 Current Liabilities2 4,470.00 4,567.39 4,059.49 2,215.86

Net Sales 9,691.25 20,345.85 15,602.10 10,203.76

EBITDA* 1,873.93 4,639.14 3,541.54 2,628.70

EBIT* 1,462.19 3,878.75 2,913.88 2,182.56

Interest 164.10 199.05 128.13 57.62

PAT 728.19 515.30 1,768.66 1,560.00

Dividend Amounts - 515.88 455.66 401.47

Current ratio 1.30 1.52 1.32 2.00

Interest Coverage Ratio 11.42 23.31 27.64 45.62

Gross Debt/ equity Ratio 0.11 0.08 0.07 0.04

Debt Service Coverage Ratio 7.46 7.93 4.75

1 Excluding Cash and Cash Equivalents and Current Investments

2 Excluding Short Term Borrowing and Current Maturities of Long term Borrowings

* Before Exceptional Items

** Proposed (including Dividend Tax)

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Gross Debt: Equity Ratio of the Company (standalone basis): -

Before the issue of debt securities$ 0.11

After the issue of debt securities^ 0.13

$ As on 30th September, 2019

^ Assuming Issue Size of Rs. 500 Crore

A brief history of the Issuer since its incorporation giving details of its following activities:

(i) Details of Share Capital as on last quarter end i.e. 31st December, 2019:

Share Capital Details as on 31st December, 2019

Authorized Share Capital Rs. 305,50,00,000 (Rupees Three Hundred and Five Crore Fifty Lakhs)

divided into 1,47,25,00,000 (One Hundred and Forty Seven Crore Twenty

Five Lakhs) equity shares of Rs. 2 (Rupees Two) each, and 11,00,000 (Eleven

Lakh) redeemable preference shares of Rs. 100 (Rupees One Hundred) each

Issued, Subscribed & Paid Up

Share Capital

Rs. 131,55,97,876 (Rupees One Hundred and Thirty One Crore Fifty Five

Lakh Ninety Seven Thousand and Eight Hundred Seventy Six) divided into

65,77,98,938 (Sixty Five Crore Seventy Seven Lakh Ninety Eight Thousand

and Nine Thirty Eight) equity shares of Rs.2 (Rupees Two) each

(ii) Changes in its capital structure till the last quarter end (31st December, 2019) for the last five years:

Date of Change

(AGM/EGM)

Share capital prior to change (Rs.) Share capital after change

(Rs.)

Particulars

06.04.2017

(NCLT

convened

meeting)

Rs. 125,50,00,000 (Rupees one hundred twenty five

crores and fifty lakhs) divided into 59,75,00,000

(fifty nine crores and seventy five lakhs) equity

shares of Rs. 2 (Rupees two) each,1,50,000 (one

lakh fifty thousand) 15% Series “A” redeemable

cumulative preference shares of Rs. 100 (Rupees

one hundred) each, 1,00,000 (one lakh) 8.57%

Series “B” redeemable cumulative preference

shares of Rs. 100 (Rupees one hundred) each,

3,00,000 (three lakhs) 9.3% Series “C” redeemable


one hundred) each and 50,000 (fifty thousand) 11%

redeemable cumulative preference shares of Rs.

100 (Rupees one hundred) each

Rs. 305,50,00,000 (Rupees

three hundred and five crore

fifty lakhs) divided into

1,47,25,00,000 (one hundred

and forty seven crores and

twenty five lakhs) equity shares

of Rs. 2 (Rupees Two) each,

and 11,00,000 (eleven lakhs)

redeemable preference shares

of Rs. 100 (Rupees one

hundred) each.

The Authorized Share Capital

of the Company altered

pursuant to Composite Scheme

of Arrangement between

Aditya Birla Nuvo Limited and

Grasim Industries Limited and

Aditya Birla Financial Services

Limited (now known as Aditya

Birla Capital Limited) and their

respective share-holders and

creditors.

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Date of Change

(AGM/EGM)

Share capital prior to change (Rs.) Share capital after change

(Rs.)

Particulars

23.09.2016

(AGM)

Rs. 125,50,00,000 (Rupees One hundred twenty

five crores and fifty lakhs) divided into

11,95,00,000 (eleven crores ninety five lakhs)

equity shares of Rs. 10 (Rupees Ten) each,

1,50,000 (one lakh fifty thousand) 15%


100 (Rupees One hundred) each of Series “A”,

1,00,000 (one Lakh) 8.57% redeemable


One hundred) each of Series “B”, 3,00,000 (three

lakhs) 9.3% redeemable cumulative preference

shares of Rs. 100 (Rupees One hundred) each of

Series “C” and 50,000 (fifty thousand) 11%


100 (Rupees One hundred) each.

Rs. 125,50,00,000 (Rupees one

hundred twenty five crores and

fifty lakhs) divided into

59,75,00,000 (fifty nine crores

and seventy five lakhs) equity

shares of Rs. 2 (Rupees two)

each,1,50,000 (one lakh fifty

thousand) 15% Series “A”

redeemable cumulative

preference shares of Rs. 100

(Rupees one hundred) each,

1,00,000 (one lakh) 8.57%

Series “B” redeemable

cumulative preference shares

of Rs. 100 (Rupees one

hundred) each, 3,00,000 (three

lakhs) 9.3% Series “C”



(Rupees one hundred) each and

50,000 (fifty thousand) 11%



(Rupees one hundred) each.


of the Company changed

pursuant to sub-division of the

Equity shares of the Company,

5 (five) Equity Shares of face

value of Rs. 2 each fully paid-

up allotted in lieu of existing 1

(one) Equity Share of Rs. 10

each fully paid-up.

10.06.2015

(Court convened

meeting)

Rs.100,50,00,000 (Rupees One hundred crores

and fifty lakhs) divided into 9,50,00,000 (nine

crores fifty lakhs) equity shares of Rs. 10/- (rupees

ten) each,

1,50,000 (one lakh fifty thousand) (15%) “A”

Series Redeemable Cumulative Preference Shares

of Rs. 100/- (rupees one hundred) each, 1,00,000

(one lakh) (8.57%) “B” Series Redeemable

Cumulative Preference Shares of Rs. 100/- (rupees

one hundred) each 3,00,000 (three lakh) (9.30%)

“C” Series Redeemable Cumulative Preference

Shares of Rs. 100/- (rupees one hundred) each.

Rs. 125,50,00,000 (Rupees

One hundred twenty five

crores and fifty lakhs) divided

into 11,95,00,000 (eleven

crores ninety five lakhs) equity

shares of Rs. 10 (Rupees Ten)

each, 1,50,000 (one lakh fifty

thousand) 15% redeemable


of Rs. 100 (Rupees One

hundred) each of Series “A”,

1,00,000 (one Lakh) 8.57%



(Rupees One hundred) each of

Series “B”, 3,00,000 (three

lakhs) 9.3% redeemable


of Rs. 100 (Rupees One

hundred) each of Series “C”

and 50,000 (fifty thousand)

11% redeemable cumulative


(Rupees One hundred) each.


of the Company changed

pursuant to Scheme of

Amalgamation of Aditya Birla

Chemicals (India) Limited

with Grasim Industries

Limited and their respective

shareholders and creditors.

of 105

(iii) Equity Share Capital History of the Company in the past five years, till the last quarter end 31st December, 2019:

Date of

Allotment

No

of Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Considerati

on (Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remarks

No. of

Equity

Shares

Equity

Share Capital

(in Rs)

Equity

Share

Premium

(in Rs)

30.04.2014 623 10 1523 Cash Shares allotted to the

Employees under

ESOS, 2006

9,18,27,594 91,82,75,940 1513 -


Employees under

ESOS, 2006

9,18,28,294 91,82,82,940 1513 -


Employees under

ESOS, 2006

9,18,28,494 91,82,84,940 1584 -

20.06.2014 5,371 10 1523 Cash Shares allotted to the

Employees under

ESOS, 2006

9,18,33,865 91,83,38,650 1513 -


Employees under

ESOS, 2006

9,18,34,338 91,83,43,380 2269 -


Employees under

ESOS, 2006

9,18,43,000 91,84,30,000 1513 -


Employees under

ESOS, 2006

9,18,43,500 91,84,35,000 1584 -


Employees under

ESOS, 2006

9,18,43,972 91,84,39,720 2269 -


Employees under

ESOS, 2006

9,18,45,805 91,84,58,050 1513 -


Employees under

ESOS, 2006

9,18,46,065 91,84,60,650 1513 -


Employees under

ESOS, 2006

9,18,47,355 91,84,73,550 1513 -


Employees under

ESOS, 2006

9,18,48,827 91,84,88,270 1513 -

of 105

Date of

Allotment

No

of Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Considerati

on (Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remarks

No. of

Equity

Shares

Equity

Share Capital

(in Rs)

Equity

Share

Premium

(in Rs)


Employees under

ESOS, 2006

9,18,49,572 91,84,95,720 1513 -


Employees under

ESOS, 2006

9,18,50,109 91,85,01,090 1584 -


Employees under

ESOS, 2006

9,18,52,185 91,85,21,850 2269 -


Employees under

ESOS, 2006 & 2013

9,18,52,285 91,85,22,850 2573 -


Employees under

ESOS, 2006 & 2013

9,18,52,457 91,85,24,570 1503 -


Employees under

ESOS, 2006

9,18,52,757 91,85,27,570 1503 -


Employees under

ESOS, 2006

9,18,53,793 91,85,37,930 1574 -


Employees under

ESOS, 2006 & 2013

9,18,54,793 91,85,47,930 2583 -


Employees under

ESOS, 2006 & 2013

9,18,63,941 91,86,39,410 1513 -


Employees under

ESOS, 2006 & 2013

9,18,64,041 91,86,40,410 2583 -


Employees under

ESOS, 2006 & 2013

9,18,64,514 91,86,45,140 2269 -


Employees under

ESOS, 2006 & 2013

9,18,66,649 91,86,66,490 1513 -

of 105

Date of

Allotment

No

of Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Considerati

on (Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remarks

No. of

Equity

Shares

Equity

Share Capital

(in Rs)

Equity

Share

Premium

(in Rs)


Employees under

ESOS, 2006

9,18,67,922 91,86,79,220 1513 -


Employees under

ESOS, 2006

9,18,68,668 91,86,86,680 1513 -

20.01.2016 14,61,657 10 10 Other than

Cash

Scheme of

Arrangement

(ABCIL) (1:16)

9,33,30,325 93,33,03,250 0 -


Employees under

ESOS, 2006 & 2013

9,33,30,475 93,33,04,750 1513 -


Employees under

ESOS, 2006 & 2013

9,33,30,947 93,33,09,470 2269 -


Employees under

ESOS, 2006 & 2013

9,33,31,780 93,33,17,800 2583 -


Employees under

ESOS, 2006

9,33,43,870 93,34,38,700 1430 -


Employees under

ESOS, 2006

9,33,45,756 93,34,57,560 2269 -


Employees under

ESOS, 2006

9,33,46,106 93,34,61,060 1513 -


Employees under

ESOS, 2006

9,33,46,556 93,34,65,560 1430 -


Employees under

ESOS, 2006

9,33,47,529 93,34,75,290 1513 -


Employees under

ESOS, 2006

9,33,48,202 93,34,82,020 1513 -

of 105

Date of

Allotment

No

of Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Considerati

on (Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remarks

No. of

Equity

Shares

Equity

Share Capital

(in Rs)

Equity

Share

Premium

(in Rs)


Employees under

ESOS, 2006 & 2013

9,33,54,917 93,35,49,170 1513 -


Employees under

ESOS, 2006 & 2013

9,33,56,212 93,35,62,120 1430 -


Employees under

ESOS, 2006 & 2013

9,33,56,812 93,.35,68,120 2583 -

01.12.2016 2,360 2 455.80 Cash Shares allotted to the

Employees under

ESOS, 2006 & 2013

46,67,86,420 93,35,72,840 453.80 -


Employees under

ESOS, 2006 & 2013

46,67,87,920 93,35,75,840 516.60 -


Employees under

ESOS, 2006 & 2013

46,67,97,060 93,35,94,120 0 -


Employees under

ESOS, 2006 & 2013

46,68,01,515 93,36,03,030 0 -

09.01.2017 5 2 455.80 Cash Shares allotted to the

Employees under

ESOS, 2006 & 2013

46,68,01,520 93,36,03,040 453.80 -


Employees under

ESOS, 2006 & 2013

46,68,03,885 93,36,07,770 453.80 -


Employees under

ESOS, 2006 & 2013

46,68,09,205 93,36,18,410 0 -


Employees under

ESOS, 2006 & 2013

46,68,11,205 93,36,22,410 540.80 -

of 105

Date of

Allotment

No

of Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Considerati

on (Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remarks

No. of

Equity

Shares

Equity

Share Capital

(in Rs)

Equity

Share

Premium

(in Rs)


Employees under

ESOS, 2006

46,68,17,870 93,36,35,740 0 -


Employees under

ESOS, 2006 & 2013

46,68,28,535 93,36,57,070 516.60 -


Employees under

ESOS, 2006 & 2013

46,68,37,110 93,36,74,220 0 -


Employees under

ESOS, 2006 & 2013

46,68,57,025 93,37,14,050 286.00 -


Employees under

ESOS, 2006 & 2013

46,68,62,190 93,37,24,380 516.60 -


Employees under

ESOS, 2013

46,68,67,965 93,37,35,930 0 -

09.07.2017 19,04,62,665 2 2 Other than

Cash

Composite Scheme

of Arrangement

(ABNL) (15:10)

65,73,30,630 1,31,46,61,260 0 -


Employees under

ESOS, 2013

65,73,33,545 1,31,46,67,090 0 -


Employees under

ESOS, 2006 & 2013

65,73,42,270

1,31,46,84,540

272.00

-


Employees under

ESOS, 2006 & 2013

65,73,64,620 1,31,47,29,240 526.80 -


Employees under

ESOS, 2006 & 2013

65,73,71,435 1,31,47,42,870 0 -

of 105

Date of

Allotment

No

of Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Considerati

on (Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remarks

No. of

Equity

Shares

Equity

Share Capital

(in Rs)

Equity

Share

Premium

(in Rs)


Employees under

ESOS, 2006 & 2013

657,376,435 131,47,52,870 0 -


Employees under

ESOS, 2006 & 2013

657,379,935 131,47,59,870 0 -


Employees under

ESOS, 2006 & 2013

657,383,622 13147,67,244 0 -


Employees under

ESOS, 2006 & 2013

657,395,061 131,47,90,122 0 -


Employees under

ESOS, 2006 & 2013

657,412,516 131,48,25,032 0 -


Employees under

ESOS, 2006 & 2013

657,414,974 131,48,29,948 0 -


Employees under

ESOS, 2006 & 2013

657,423,258 131,48,46,516 0 -


Employees under

ESOS, 2006 & 2013

657,425,623 131,48,51,246 0 -


Employees under

ESOS, 2006 & 2013

657,440,023 131,48,80,046 0 -


Employees under

ESOS, 2006 & 2013

657,494,938 131,49,89,876 0 -


Employees under

ESOS, 2006 & 2013

657,578,253 131,51,56,506 0 -

of 105

Date of

Allotment

No

of Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Considerati

on (Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remarks

No. of

Equity

Shares

Equity

Share Capital

(in Rs)

Equity

Share

Premium

(in Rs)


Employees under

ESOS, 2006 & 2013

657,584,353 131,51,68,706 0 -


Employees under

ESOS, 2006 & 2013

657,585,888 131,51,71,776 0 -


Employees under

ESOS, 2006 & 2013

657,588,204 131,51,76,408 0 -


Employees under

ESOS, 2006 & 2013

657,591,288 131,51,82,576 0 -


Employees under

ESOS, 2006 & 2013

65,75,92,288 131,51,84,576 0 -


Employees under

ESOS, 2006 & 2013

65,75,94,563 131,51,89,126 0 -


Employees under

ESOS, 2006 & 2013

65,75,98,363 131,51,96,726 0 -


Employees under

ESOS, 2006 & 2013

65,76,01,711 131,52,03,422 0 -


Employees under

ESOS, 2006 & 2013

65,76,09,040 131,52,18,080 0 -


Employees under

ESOS, 2006 & 2013

65,76,11,400 131,50,22,800 0 -


Employees under

ESOS, 2006 & 2013

65,76,14,747 131,50,29,494 0 -

of 105

Date of

Allotment

No

of Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Considerati

on (Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remarks

No. of

Equity

Shares

Equity

Share Capital

(in Rs)

Equity

Share

Premium

(in Rs)


Employees under

ESOS, 2006 & 2013

65,76,17,819 131,50,35,638 0 -


Employees under

ESOS, 2006

65,76,72,734 131,53,45,468 0 -


Employees under

ESOS, 2006 & 2013

65,76,74,959 131,53,49,918 0 -


Employees under

ESOS, 2006 & 2013

65,77,96,709 131,55,93,418 0 -


Employees under

ESOS, 2006 & 2013

65,77,98,938 131,55,97,876 0 -

of 105

(iv) Details of any Acquisition or Amalgamation in the last 1 year:-

a. Pursuant to the Composite Scheme of Arrangement between Aditya Birla Nuvo Limited (ABNL) and Grasim

Industries Limited (Grasim) and Aditya Birla Financial Services Limited (now known as Aditya Birla Capital

Limited)(ABCL) and their respective shareholders and creditors (the Scheme), the Hon’ble National Company

Law Tribunal, Bench at Ahmedabad vide its Order dated 1st June, 2017 sanctioned the amalgamation of

ABNL with Grasim & the subsequent demerger of the financial services business of Grasim to ABCL.

Pursuant to the Order erstwhile ABNL stands amalgamated with Grasim w.e.f. 1st July 2017 and the financial

services business of Grasim stands demerged in favour of ABCL, w.e.f. 4 th July 2017.

b. The Company entered into an arrangement with Century Textiles and Industries Limited (“CTIL”) involving

the grant to the Company by CTIL of the right and responsibility to manage and operate its viscose filament

yarn business, for a fixed duration of 15 years.

c. The Company entered into a definitive agreement on February 18, 2019 to acquire the Chlor-Alkali Business

of K.P.R. Industries (India) Limited by way of a slump sale. The Business consists of an under-construction

200 TPD Chlor-Alkali project at Balabhadrapuram, Andhra Pradesh. The acquisition is in line with Grasim's

strategy to strengthen our position in chemical business.

d. The Company entered into a definitive agreement on March 5, 2019, to acquire 100% equity shareholding of

SIPL, from its current promoters. SIPL is in the business of manufacturing and the distribution of premium

cotton fabrics. SIPL sells premium fabrics in India under the “SÖKTAŞ”, “Giza House” and “Excellence by

SÖKTAŞ” brands. The Company has a significant presence in India’s premium linen fabric market, through

its leading brand “Linen Club”, acquisition of SIPL will strengthen the Company’s leadership in the premium

cotton and linen fabric market in India.

(v) Details of any Reorganization or Reconstruction in the last 1 year:-

None

C) Details of the shareholding of the Company as on 31st December, 2019

(i) Shareholding pattern of the Company as on 31st December, 2019

Sr. No. Category

No. of Shares

held

No. of Shares

held in

Demat Form

% to total

equity

1. Promoter & Promoter Group

(Including GDR held by Promoter Group)

26,38,57,734 26,38,57,734 40.11

2. Mutual Fund 6,23,92,452 6,23,53,608 9.49

3. Alternative Investment Fund 36,141

36,141

0.01

4. Foreign Portfolio Investors 10,51,31,636

10,51,23,656

15.98

5. Financial Institutions / Banks 14,27,139

13,78,418 0.22

6. Insurance Companies 8,50,72,751

8,50,54,799

12.93

of 105

Sr. No. Category

No. of Shares

held

No. of Shares

held in

Demat Form

% to total

equity

7. Central Government / State Government 9156

7906

0.00

8. Individual Shareholders 6,31,72,980 5,78,10,329 9.60

9. NBFC 12,047

12,047

0.00

10. Trust 54,94,496

54,72,325

0.84

11. Overseas Corporate Bodies 1,31,15,226

0 1.99

12. Bodies Corporate 3,39,59,028

3,36,26,322

5.16

13. Clearing Members 1,89,931

1,89,931

0.03

14. Non-Resident Indians 48,22,651 37,36,663

0.73

15. Foreign Nationals 21,847

21,847

0.00

16. IEPF 25,88,319

25,88,319

0.39

17. GDR (Public) 1,51,38,029 1,51,37,279

2.30

18. Shares held by Employee Trust 13,57,375 13,57,375 0.21

Total 65,77,98,938 63,77,64,699 100.00

Note: None of the shares of Promoter and Promoter Group of the Company have been pledged or encumbered

by the Promoters.

(ii) List of top 10 holders of Equity Shares of the Company as on 31st December, 2019

Sr.

No.

Shareholder’s Name No. of

Shares

% of

Shares

1. BIRLA GROUP HOLDINGS PRIVATE LIMITED 125004398 19.01

2. LIFE INSURANCE CORPORATION OF INDIA 66493016 10.11

3. CITIBANK N.A. NEW YORK, NYADR

DEPARTMENT

39148799 5.95

4. IGH HOLDINGS PRIVATE LIMITED 33628393 5.11

5. HINDALCO INDUSTRIES LIMITED 28222468 4.29

6. UMANG COMMERCIAL COMPANY PRIVATE

LIMITED

26746262 4.07

7. PILANI INVESTMENT AND INDUSTRIES

CORPORATION LTD.

24274527 3.69

8. ICICI PRUDENTIAL LIFE INSURANCE COMPANY

LIMITED

8838268 1.34

9. GOVERNMENT OF SINGAPORE 8749604 1.33

of 105

10. RELIANCE CAPITAL TRUSTEE CO LTD. A/C

RELIANCE EQUITY HYBRID FUND

5975000 0.91

E. Details of the Directors of the Company:-

(i) Current Directors as on 5th February 2020

Sr.

No.

Name,

Designation and

DIN

Occupation Age

(yrs)

Address Director

of the

company

since

Details of other directorships

1. Mr. Kumar

Mangalam Birla

Chairman – Non-

Executive

DIN: 00012813

Industrialist 52 Mangal Adityayan,

20 Carmichael

Road, Behind

Jaslok Hospital,

Mumbai - 400 026

14.10.1992 Hindalco Industries Limited

Aditya Birla Sun Life AMC

Limited

Aditya Birla Sun Life

Insurance Company Limited

UltraTech Cement Limited

Century Textile And Industries

Limited

Vodafone Idea Limited

Aditya Birla Capital Limited

G.D. Birla Medical Research

And Education Foundation

Birla Group Holdings Private

Limited

Aditya Birla Management

Corporation Private Limited

Global Holdings Private

Limited

Svatantra Microfin Private

Limited

RKN Retail Private Limited

Air India Limited

Aditya Birla New Age Private

Limited

Aditya Marketing &

Manufacturing Private Limited

of 105

Sr.

No.

Name,

Designation and

DIN

Occupation Age

(yrs)

Address Director

of the

company

since


2. Mrs. Rajashree

Birla

Non-Executive

Director

DIN: 00022995

Industrialist 74 Mangal Adityayan,

20 Carmichael

Road, Behind

Jaslok Hospital,

Mumbai - 400 026

14.03.1996 Hindalco Industries Limited

Aditya Birla Health Services

Limited

UltraTech Cement Limited

Century Enka Limited

Century Textile And Industries

Limited

Pilani Investment and

Industries Corporation Limited

Vikram Holdings Private

Limited

G.D. Birla Medical Research

And Education Foundation

Birla Group Holdings Private

Limited

Breach Candy Hospital Trust

Vaibhav Medical And

Education Foundation

Vaibhav Holdings Private

Limited

Rajratna Holdings Private

limited

IGH Holdings Private Limited

Birla Brothers Private Ltd.

Aditya Marketing &

Manufacturing Private Limited

3. Mr. Cyril Shroff

Independent

Director

DIN: 00018979

Professional 59 67, Rupam,

Worli Sea Face,

Mumbai 400030

25.07.2000 Yellow Sunflower Premises

Private Limited

Rare Rose Premises Private

Limited

Mogra Investment Consultants

Private Limited

Turmeric Advisory Private

Limited

Hycinth Advisors Private

Limited

Pansy Premises Private

Limited

Gurukripa Communications

Private Limited

Bougainvillea Wealth

Management Private Limited

Petunia Advisory Private

of 105

Sr.

No.

Name,

Designation and

DIN

Occupation Age

(yrs)

Address Director

of the

company

since


Limited

Lavender Premises Private

Limited

Callalily Premises & Advisory

Private Limited

Red Poppy Premises Private

Limited

White Blossom Premises

Private Limited

4. Dr. Thomas M.

Connelly Jr.

Independent

Director

DIN: 03083495

Professional 67 201, Chandler LN

Cherrington,

Wilmington, DE

198070000, USA

20.08.2010 Nil

5. Mr. Shailendra

K. Jain

Non-Executive

Director

DIN: 00022454

Advisor 75 Executive Block 3,

Grasim Staff

Colony, Birlagram,

Nagda 456331

(M.P.)

01.04.2010 Sungod Trading & Investment

Ltd.

Samruddhi Swastik Trading &

Investments Ltd.

6. Mr. Om Prakash

Rungta

Independent

Director

DIN: 00020559

Consultant 77 A7/902, Ganga

Satellite,

Wanawadi,

Pune – 411040

25.09.2014 Nil

7. Mr. Arun

Thiagarajan Independent

Director

DIN: 00292757

Company

Director

75 No. 102 Prestige

Ashcroft, 47/11

Lavelle Road, 6th

Cross, Bangalore

North, Bangalore

G.P.O., Bengaluru-

560001

07.05.2016 Aditya Birla Fashion and

Retail Limited

Vodafone Idea Limited

GE Power India Ltd.

TTK Prestige Limited

Fowler Westrup (India) Private

Limited

8. Mr. Dilip Gaur

Managing

Director

DIN: 02071393

Company

Executive

62 2202- A, 2202 –B

22nd Floor, Springs

I, Island City

Center,

G. D. Ambedkar

Marg, Near Wadala

telephone

exchange,

Mumbai- 400014

01.04.2016 Birla Carbon India Private

Limited

Aditya Birla Management

Corporation Private Limited

of 105

Sr.

No.

Name,

Designation and

DIN

Occupation Age

(yrs)

Address Director

of the

company

since


9. Ms. Usha

Sangwan

Non - Executive

Director

DIN: 02609263

Company

Director

61 Flat No 1801,

Amanora Town ,

Aspire Town 9

,Pune- 4110 28

23.05.2018 BSE Limited

10. Ms. Anita

Ramachandran

Independent

Director

DIN: 00118188

Consultant 64 2401/2402, A

Wing, Raheja

Atlantis, Ganpat

Rao Kadam Marg,

Lower Parel,

Mumbai- 400 013

14.08.2018 Godrej & Boyce Mfg. Co. Ltd

Rane (Madras) Ltd

Kotak Mahindra Life Insurance

Ltd.

Aditya Birla Housing Finance

Ltd.

Aditya Birla My Universe Ltd.

IDFC Asset Management Co.

Ltd

Utkarsh Small Finance Bank

Ltd.

Cerebrus Consultants Pvt. Ltd.

FSN E-Commerce Ventures

Pvt Ltd.

Wheelsemi Pvt. Ltd.

Oxfam India

Samhi Hotels Ltd.

11. Mr. N. Mohanraj

(appointed w.e.f.

12th July 2019)

Independent

Director

DIN: 00181969

Professional 65 Plot No.16, 1st

Floor,

Sri Kamakshi

Nagar,

Mugalivakkam,

Kancheepuram,

Chennai -600125.

12.07.2019 LTIDPL Indvit Services

Limited

Veritas Finance Private

Limited

of 105

(ii) Details of change in directors since last three years:-

Name, Designation and DIN Date of Appointment/ Resignation Director of the

Company since

(in case of

resignation)

Remarks

Mr. K.K. Maheshwari

Non-Executive Director

DIN: 00017572

Resigned w.e.f. 27th December 2016 20th May 2010 -

Mr. R.C. Bhargava

Independent Director

DIN: 00007620

Resigned w.e.f. 1st October 2016 25th July 2000 -

Mr. Arun Thiagarajan


DIN: 00292757

Appointed w.e.f. 7th May 2016 - -

Mr. Dilip Gaur Managing Director

DIN: 02071393

Appointed w.e.f. 1st April 2016 - -

Mr. N. Mohan Raj

Nominee Director

DIN: 0018 1969

Ceased to be Director w.e.f. 23rd May 2018 - -

Ms. Usha Sangwan

Non - Executive Director

DIN: 02609263

Appointed w.e.f 23rd May 2018 - -

Mr Himanshu Kapania Vice Chairman

DIN: 03387441

Appointed w.e.f 14th August 2018 - -

Ms. Anita Ramachandran


DIN: 00118188

Appointed w.e.f 14th August 2018 - -

Mr. Sushil Agarwal

CFO & Whole-Time Director

DIN: 00060017

Ceased to be CFO & Whole-Time Director

w.e.f. closing business hours of 30th June

2019

1st July 2015 -

Mr. N. Mohan Raj

Non-Executive Independent

Director

DIN: 0018 1969

Appointed w.e.f 12th July 2019 - -

Mr. M. L. Apte


DIN: 00003656

Ceased w.e.f. 23rd August 2019 6th May 1987 -

Mr. B. V. Bhargava Independent Director

DIN: 00001823

Ceased w.e.f. 23rd August 2019 26th March 1997 -

Mr. Himanshu Kapania


DIN: 03387441

Ceased w.e.f. closing business hours of

31st December 2019

14th August 2018 -

of 105

(iii) Remuneration of Directors


Our Non-executive Directors are entitled to reimbursement of out of pocket expenses, sitting fees, and other incidental

expenses incurred by the Director in such amounts or proportion as may be decided by the Board from time to time.

The following table sets forth the sitting fees and commission paid by our Company to our non-executive Directors

during the current year (sitting fees only) and for the Fiscals 2019, 2018 and 2017

(Rs. in Crores)

Name of Director Total sitting fees and commission (as applicable)

Apr – Dec’19 Fiscal 2019 Fiscal 2018 Fiscal 2017

Mr. Kumar Mangalam Birla 0.021 13.34 12.72 10.03

Mrs. Rajashree Birla 0.012 1.26 0.68 0.57

Mr. M L Apte 0.027 0.46 0.48 0.32

Mr. B V Bhargava 0.028 0.39 0.40 0.34

Mr. Cyril Shroff 0.024 0.13 0.11 0.09

Mr. N. Mohan Raj* 0.0145 NA 0.14 0.13

Dr. Thomas M. Connelly, Jr. 0.030 0.14 0.15 0.13

Mr. O. P. Rungta 0.041 0.20 0.23 0.17

Mr. Shailendra K. Jain 0.038 0.23 0.17 0.23

Mr. Arun Thiagarajan** 0.037 0.33 0.28 0.22

Mr. R C Bhargava@ NA NA NA 0.13

Mr. K. K. Maheshwari^ NA NA NA 0.005

Mr. D D Rathi$ NA NA NA NA

Mrs Usha Sangwan# 0.015 0.09 NA NA

Mrs. Anita Ramachandran## 0.027 0.13 NA NA

Mr. Himanshu Kapania### 0.020 0.10 NA NA * Commission is payable to LIC, and sitting fee is paid to Mr. N Mohan Raj

** Appointed as Independent Director w.e.f. 07.05.2016

@ Resigned as Director of the Company w.e.f. 1. 12. 2016

^ Mr , K. K. Maheshwari ceased to be Managing Director with effect from 31.03.2016. Mr. Maheshwari ceased to be Director of the Company and w.e.f 27th December 2016 $

Resigned as Director of the Company w.e.f. close of business on 25th September, 2014

# Mrs. Usha Sangwan was appointed as a Director w.e.f May 23, 2018

## Mrs. Anita Ramachandran was appointed as Independent Direector w.e.f. 14.08.2018

### Mr. Himanshu Kapania was appointed as a Director w.e.f 14.08.2018 and ceased w.e.f. 31.12.2019

Terms of appointment and remuneration of our Managing Director and Whole-time Director

Mr. Dilip Gaur has been appointed as the Managing Director of our Company for a term of five years

w.e.f. 1st April 2016 pursuant to the resolution dated 18th December 2015 passed by the Board of Directors and

resolution dated 23rd September 2016 passed by the shareholders of our Company.

Mr. Sushil Agarwal has been appointed as a Whole-Time Director & Chief Financial Officer of our company for a

term of five years w.e.f. 1st July 2015 pursuant to the resolution dated 2nd May 2015 passed by the Board of Directors

of 105

and resolution dated 19th September 2015 passed by the shareholders of our Company. Mr. Sushil Agarwal ceased to

be a Whole-time Director and Chief Financial Officer w.e.f. closing of business hours of 30th June 2019.

The following table sets forth the compensation paid by our Company, to our Managing Director(s) and Whole-time

Director(s) for the current year and for the Fiscals 2019, 2018 and 2017

(Rs. in Crores)

Name of Director Total remuneration (including salary and other benefits)

Apr – Dec’19 Fiscal 2019 Fiscal 2018 Fiscal 2017

Mr. Dilip Gaur* 6.10 6.55 5.85 3.66

Mr. Sushil Agarwal$ 3.79 6.09 5.28 3.55

Mr. Adesh Gupta@ NA NA NA NA

Mr. K.K. Maheshwari^ NA NA NA 4.30 * appointed as an Additional Director and Managing Director of the Company w.e.f. 1st April 2016.

$ ceased to be Whole-time Director and CFO of the Company, w.e.f. closing business hours of 30th June 2019

@ ceased to be Whole-time Director and CFO of the Company w.e.f. the close of business hours on 30th June 2015.

^ ceased to be the Managing Director of the Company, w.e.f. the close of business hours on 31st March 2016.

(iv) Interest of Directors, Promoters or Key Managerial Personnel in the Issue

None of the Directors, Promoters of Key Managerial Personnel of the Issuer are interested in the Issue.

(v) Contribution being made by the promoters or directors either as part of the offer or separately

None.

F. Following details regarding the auditors of the Company:-

(i) Details of the auditor of the Company:-

Name Address Auditor since

Mr. Vijay Maniar Partner:

S R B C & Co, LLP Chartered Accountants

14th Floor, The Ruby, 29 Senapati Bapat Marg,

Dadar(West), Mumbai-400028

22.09.2017

Mr. Vikas R Kasat Partner:

B S R & Co. LLP Chartered Accountants

Lodha Excelus, 5th Floor, Apollo Mills Compound,

N.M. Joshi Marg, Mahalaxmi, Mumbai-400011

23.09.2016

of 105

(ii) Details of change in auditor since last three years:-

M/s. B S R & Co. LLP were appointed in place of Deloitte Haskins & Sells LLP, at the AGM held

on 23.09.2016.

M/s. S R B C & Co, LLP were appointed in place of M/s. G. P. Kapadia & Co., Chartered Accountants,

at the AGM held on 22.09.2017.

G. Details of borrowings of the Company, as on the latest quarter ended 31st December, 2019:-

(i) Details of Secured Loan Facilities as on 31st December, 2019:

Lender’s

name/

Name of

the

Bank

Nature of

facility/

instrument

Amount

sanctioned

(Rs in

crores)

Principal

Amount

outstanding

(Rs in crores)

Repayment

date /

schedule

Security, if

applicable

Credit

rating, if

applicable

Asset

classification

HDFC

Bank

Rupee Term

Loan

36.38 18.10 9% of loan in

4 equal

installments

starting from

Aug 2016 ,

12.50% of

loan in 4 equal

installments,

17.50% of

loan in 4 equal

installments,

22.50% of

loan in 4 equal

installments

and 38.50% of

loan in 4 equal

installments

Exclusive

charge on

certain

specific PPE

of Nagda

(Staple Fibre

Division)

AAA

(Stable) –

CRISIL

/CARE

Standard

HDFC

Bank

Rupee Term

Loan

15.77 10.41 21 quarterly

instalments

from 19th

December,

2016. First

four

instalments of

Rs 0.32 Crore

each, next 4

instalments of

Rs 0.39 Crore

each, next 4

instalments of

Rs 0.47 Crore

Term loan

secured by

way of first

pari passu

charge

created by

hypothecatio

n of the

entire

movable

properties of

the

Company’s

Rayon

AAA

(Stable) –

CRISIL /

CARE

Standard

of 105

Lender’s

name/

Name of

the

Bank

Nature of

facility/

instrument

Amount

sanctioned

(Rs in

crores)

Principal

Amount

outstanding

(Rs in crores)

Repayment

date /

schedule

Security, if

applicable

Credit

rating, if

applicable

Asset

classification

each, next 4

instalments of

Rs 0.63 Crore

each and last 5

instalments of

Rs 1.70 Crore

each

Division

Plant at

Veraval and

Textile

Division

Plant at

Rishra

Kotak

Bank

Rupee Term

Loan

22.44 8.53 20 quarterly

instalments

from 3rd

September,

2016. First

four

instalments of

Rs 0.56 Crore

each, next 8

instalments of

Rs 1.12 Crore

each, next 4

instalments of

Rs 1.35 Crore

each, and last 4

instalments of

Rs 1.46 Crore

each

Term loan

secured by

way of first

pari passu

charge

created by

hypothecatio

n of the

entire

movable

properties of

the

Company’s

Rayon

Division

Plant at

Veraval and

Textile

Division

Plant at

Rishra

AAA

(Stable) –

CRISIL

/CARE

Standard

HDFC

Bank

Rupee Term

Loan

25.98 4.83 10 half-yearly

instalments

from 29th

July, 2015.

First three

instalments of

Rs 0.74 Crore

each, next 3

instalments of

Rs 1.48 Crore

each and next

4 instalments

of Rs 4.83

Crore each

Term loan

secured by

way of first

pari passu

charge

created by

hypothecatio

n of the

entire

movable

properties

(save and

except

current

assets and

assets on

AAA

(Stable) –

CRISIL /

CARE

Standard

of 105

Lender’s

name/

Name of

the

Bank

Nature of

facility/

instrument

Amount

sanctioned

(Rs in

crores)

Principal

Amount

outstanding

(Rs in crores)

Repayment

date /

schedule

Security, if

applicable

Credit

rating, if

applicable

Asset

classification

which an

exclusive

charge has

been created

in favour of

Exim Bank)

of the

Company’s

Rayon

Division

Plant at

Veraval and

Textile

Division

Plant at

Rishra

TDB Rupee Term

Loan

250.00 225.00 9 half-yearly

instalments

starting from

01st April,

2020

Term loan

secured by

way of first

pari passu

charge

created by

hypothecatio

n of the

entire

movable

properties of

the

Company’s

Birla

Cellulosic

Excel Plant

at Kharach

AAA

(Stable) –

CRISIL

/CARE

Standard

of 105

(ii) Details of Secured Short Term Loan Facilities as on 31st December, 2019

Sr.

No.

Lender Name Amount

Sanctioned(Rs. in

crores)

Amount outstanding

(Rs. in crores)

Security Details

Fund

Based

Non Fund

Based

Fund

Based

Non Fund

Based

1 Bank Of America

85.00

- - -

First Change on

Receivables and

Inventory of Finished

goods, work in

progress and stores &

spares in favour of

SBI as lead bank

2 Canara Bank

5.00

- - -

3 Citi Bank

5.00

- - -

4 HDFC Bank

250.00

350.00

16.62

350.00

5 HSBC Bank

20.00

15.00

- -

6 ICICI Bank

20.00

15.00

- -

7 IDBI Bank

5.00

10.00

- -

8 Standard

Chartered

35.00

- - -

9 State Bank of

India

100.00

250.00

-

126.52

10 Punjab National

Bank

5.00

- - -

11 Credit Agricole

C&IB

5.00

- - -

12 DBS Bank Ltd.

10.00

10.00

- -

13 Unallocated

55.00

50.00

- -

TOTAL 600.00 700.00 16.62 476.52

(iii) Details of Unsecured Loan Facilities as on 31st December, 2019

Lender’s name/

Name of the

Bank

Nature of

facility/

instrument

Amount

sanctioned

Principal

Amount

outstanding

Repayment date /

schedule

Security, if

applicable

Credit

rating, if

applicable

Asset

classification

Uttar Pradesh

State Government PICUP Loan 0.95 0.95

Repayable on 27th

May 2022 Unsecured No Standard

Uttar Pradesh


Repayable on 7th

August 2023 Unsecured No Standard

of 105

Lender’s name/

Name of the

Bank

Nature of

facility/

instrument

Amount

sanctioned

Principal

Amount

outstanding

Repayment date /

schedule

Security, if

applicable

Credit

rating, if

applicable

Asset

classification

Uttar Pradesh


Repayable on 25th

December 2023 Unsecured No Standard

Uttar Pradesh


Repayable on 29th

October, 2024 Unsecured No Standard

Uttar Pradesh


Repayable on 17th

May, 2025 Unsecured No Standard

Uttar Pradesh


Repayable on 17th

November, 2025 Unsecured No Standard

Uttar Pradesh


Repayable on 30th


Uttar Pradesh


Repayable on 4th


Karnataka State

Government

PICUP

Loan 8.94 8.94

3 equal yearly

instalments of Rs

2.98 Crs each on

25th Mar, 2026

,2027 & 2028

Unsecured No Standard

Mizuho Bank ECB

195.75 130.5

3 equal yearly

instalments of Rs

65.25 Cr each from

20th August, 2019

Unsecured No Standard

(iii) Details of non-convertible debentures issued by the Issuer as on 31st December, 2019:

Debentu

re

Tenor / Coupon Amount

(Rs. in

Crores)

Date of

Allotment

Redemption

Date/Schedule

Credit

Rating

Secured/

unsecured

Security

Series Period of

Maturity

INE069

A08046

10 years

from the

date of

allotment

9.00% Issued and

Outstanding

: Rs. 200 cr 10.05.2013 10.05.2023

ICRA

AAA/

(Stable)

Unsecured NIL

INE069

A08053

5 years

from the

date of

allotment

8.69% Issued and

Outstanding

: Rs. 300 cr 02.02.2015 02.02.2020

ICRA

AAA

/(Stable)

Unsecured NIL

INE047

A08133

3 years

from the

date of

allotment

7.65% Issued and

Outstanding

: Rs. 500 cr

26.03.2019

15.04.2022

CRISIL/

AAA

(Stable)

Unsecured NIL

INE047

A08141

5 years

from the

7.85% Issued and

Outstanding

: Rs. 500 cr

02.04.2019

15.04.2024

ICRA

AAA

(Stable) /

Unsecured NIL

of 105

Debentu

re

Tenor / Coupon Amount

(Rs. in

Crores)

Date of

Allotment

Redemption

Date/Schedule

Credit

Rating

Secured/

unsecured

Security

Series Period of

Maturity

date of

allotment

CRISIL

AAA

(Stable)

INE047

A08158

5 years

from the

date of

allotment

7.60% Issued and

Outstanding

: Rs. 750 cr

04.06.2019

04.06.2024

ICRA

AAA

(Stable) /

CRISIL

AAA

(Stable)

Unsecured NIL

(iv) List of Top Ten Debenture Holders as on 31st December, 2019:

Sr.

No.

Debenture holder’s Name* No. of

Debentures

% of

Debentures

1. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED 2400 32.00

2. ICICI PRUDENTIAL SAVINGS FUND 2000 26.67

3. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED 1800 24.00

4. ICICI LOMBARD GENERAL INSURANCE COMPANY 1500 30.00

5. ICICI PRUDENTIAL CORPORATE BOND FUND 1100 14.67

6. UNITED INDIA INSURANCE COMPANY LIMITED 550 18.33

7. FRANKLIN INDIA CORPORATE DEBT FUND 500 10.00

8. ICICI PRUDENTIAL FLOATING INTEREST FUND 500 6.67

9. TATA SHORT TERM BOND FUND 500 6.67

10. DSP ULTRA SHORT FUND 500 6.67

*Debentures are having face value of Rs.10,00,000 each.

(v) The amount of Letter of Comfort / corporate guarantee issued by the Issuer along with name of the

counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued.

S. No. Currency On behalf of Amount of comfort

(in foreign currency)

Amount of letter of

comfort (INR)

(exchange rate as of

31st December, 2019)

1 USD Aditya Group AB /

Domsjo Fabriker AB 10,00,00,000 7,13,85,00,000

2 INR AB Solar Limited 2,68,82,00,000 2,68,82,00,000

3 CAD AV Terrace Bay 10,50,00,000 5,75,32,12,500

4 SEK Domsjo Fabriker AB 25,00,00,000 1,91,87,50,000

5 USD Birla Jingwei Fibre

Company Limited 5,50,00,000 3,92,61,75,000

of 105

6 INR AB Renewables Ltd. 36,00,00,000 36,00,00,000

(vi) Details of Commercial Papers

The total Face Value of Commercial Papers Outstanding as on the latest quarter end to be provided and its breakup:

Series ISIN

Tenor

/

Perio

d of

matur

ity

Coupon

Amou

nt

issued

Rs. In

Crs

Date of

allotment

Redemptio

n date/

Schedule

Credit

rating

Secured/

Unsecure

d

Sec

urit

y

Other

Details viz.

Details of

IPA,

Details of

CRA

GIL/CP025/2

019- 2020

INE047

A14586 226 5.88%

500.00 30.10.2019 12.06.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

GIL/CP026/2

019- 2020

INE047

A14594 316 5.80%

250.00 11.11.2019 22.09.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

GIL/CP027/2

019- 2020

INE047

A14594 312 5.80%

200.00 15.11.2019 22.09.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

GIL/CP028/2

019- 2020

INE047

A14594 312 5.80%

50.00 15.11.2019 22.09.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

GIL/CP029/2

019- 2020

INE047

A14602 180 5.60%

450.00 20.12.2019 17.06.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

GIL/CP030/2

019- 2020

INE047

A14610 84 5.17%

200.00 23.12.2019 16.03.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

GIL/CP031/2

019- 2020

INE047

A14610 84 5.17%

50.00 23.12.2019 16.03.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

GIL/CP032/2

019- 2020

INE047

A14628 60 5.12%

350.00 30.12.2019 28.02.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

GIL/CP033/2

019- 2020

INE047

A14628 59 5.12%

100.00 31.12.2019 28.02.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

GIL/CP034/2

019- 2020

INE047

A14628 59 5.12%

50.00 31.12.2019 28.02.2020

A1+

Both Unsecured NIL

HDFC Bank

Limited

of 105

(vii) Details of rest of the borrowing (if any, including hybrid debt like FCCB, Optionally Convertible

Debentures / Preference Shares) as on 31st December, 2019

None.

(viii) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt

securities, other financial indebtedness including corporate guarantee issued by the Company and statutory

dues, in the past 5 years.–

None.

(ix) Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration

other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option;

None.

(x)The change in control, if any, in the company that would occur consequent to the private placement

None

(xi) The number of persons to whom allotment on preferential basis/private placement/rights issue has already

been made during the year, in terms of number of securities as well as price

None

(xii) The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting

the going concern status of the company and its future operations

None

H. Details of Promoter and Promoter Group of the Company:-

Details of Promoter and Promoter Group holding in the Company as on 31st December, 2019

Sr.

No.

Name of the shareholders Total no. of

equity shares

No. of

shares in

demat form

Total

shareholding

as % of total

no. of equity

shares

No. of

shares

pledged

% of shares

pledged

with

respect to

shares

owned

A Promoters

1. Kumar Mangalam Birla 36,993 36,993 0.01 0 0.00

2. Birla Group Holdings Private

Limited

12,50,04,398 12,50,04,398 19.00 0 0.00

B Promoters Group

3. Rajashree Birla 5,52,850 5,52,850 0.08 0 0.00

4. Vasavadatta Bajaj 1,18,537 1,18,537 0.02 0 0.00

5. Neerja Birla 73,062 73,062 0.01 0 0.00

of 105

6. Aditya Vikram Kumar Mangalam

Birla HUF

89,720 89,720 0.01 0 0.00

7. IGH Holdings Private Limited 3,36,28,393 3,36,28,393 5.11 0 0.00

8. Hindalco Industries Limited 2,82,22,468 2,82,22,468

4.29

0 0.00

9. Umang Commercial Company

Private Limited

2,67,46,262 2,67,46,262 4.07 0 0.00

10 Pilani Investment and Industries

Corporation Ltd.

2,42,74,527 2,42,74,527 3.69 0 0.00

11. Birla Institute of Technology and

Science

6,61,205 6,61,205 0.10 0 0.00

12. Renuka Investments & Finance

Limited

2,42,185 2,42,185 0.04 0 0.00

13. Birla Industrial Finance (India)

Limited

87,485 87,485 0.01 0 0.00

14. Birla Consultants Limited 87,382 87,382 0.01 0 0.00

15. Birla Industrial Investments

(India) Limited

18,657 18,657 0.00 0 0.00

16. Vikram Holdings Pvt. Ltd. 750 750 0.00 0 0.00

17. Rajratna Holdings Private

Limited

670 670 0.00 0 0.00

18. Vaibhav Holdings Private

Limited

670 670 0.00 0 0.00

19. P.T. Indo Bharat Rayon* 2,00,04,020 2,00,04,020 3.04 0 0.00

20. P T Sunrise Bumi Textiles* 12,68,750 12,68,750 0.19 0 0.00

21. P T Elegant Textile Industry* 8,08,750 8,08,750 0.12 0 0.00

22. Thai Rayon Public Company

Limited*

19,25,000 19,25,000 0.29 0 0.00

23. Surya Kiran Investments Pte

Limited*

5,000 5,000 0.00 0 0.00

Total

26,38,57,734

26,38,57,734 40.11 0 -

* Held Global Depository Receipt (GDR) and one GDR is equivalent to one equity share of Rs. 2/- each.

I. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information (like

Profit & Loss statement, Balance Sheet and Cash Flow statement) for the last three years and auditor

qualifications, if any.

i. Statement of Consolidated Unaudited Profit and Loss account for the Half year ended 30 th September 2019

and Audited Profit and loss account for the year ended 31st March 2019,31st March 2018 and 31st March

2017:

(Rs. in Crores)

Particulars

H1FY20 FY 2019 FY 2018 FY 2017

Income

Revenue

38,518.51 72,970.64

57,033.67 40,247.17

of 105

Particulars

H1FY20 FY 2019 FY 2018 FY 2017

Other Income

456.51 801.40

860.66 947.76

Total

38,975.02 73,772.04

57,894.33 41,194.93

Operating Expenditure

31,333.69 60,952.19

47,010.96 32,862.04

EBITDA

7,641.33 12,819.85

10,883.37 8,332.89

Finance Charges (Net)

1,197.48 1,780.56

1,363.98 702.40

Depreciation & Amortisation

2,001.47 3,260.45

2,724.36 1,807.59

Share in Profit/(Loss) of Equity

Accounted Investees

496.65 29.06 (727.44) 129.41

Exceptional Items

(115.49) (2574.52) (432.85) -

PBT

4,823.54

5,233.38 5,634.74

5,952.31

PAT before Minority Interest (MI)

3,332.38 2,775.95 3,687.62

4,245.61

MI

1,093.33 1004.03 1009.04 1078.31

PAT after MI

2,239.05 1771.92 2678.58 3167.30

ii. Statement of Consolidated Unaudited Balance Sheet for the Half year ended 30th September 2019 and

Audited Balance Sheet for the year ended 31st March 2019, 31st March 2018 and 31st March 2017:

(Rs. in Crores)

Particulars H1FY20 FY 2019 FY 2018 FY 2017

Sources of Funds

Share Capital 131.54 131.53 131.48 93.37

Reserves and Surplus 56,924.04 55,641.70 57,230.37 31,293.71

Non- controlling Interest 31,559.74 27,387.17 26,336.88 9,701.93

Borrowings 87,087.33 81,968.82 67,066.82 9,213.03

Deferred Tax 9,160.48 5,985.25 5,617.74 3,538.82

Other Long-Term Liabilities & Provisions

(Inc Lease Liabilities)

1,963.19 681.80 493.05 376.22

Policyholder Liabilities 41,058.74 40,150.02 36,373.35 -

Current Liabilities & Provision (Inc lease

liabilities )

18,209.32 17,256.38 14,670.39 8,550.76

Total 246,094.38 2,29,202.67 2,07,920.08 62,767.84

of 105


Application of Funds

Fixed Assets (net block)

(including tangible and intangible assets)

64,850.73 58,687.14 53,098.51 31,792.43

Goodwill 21,387.69 17,970.15 16,191.81 2,994.39

Right of use 2,050.67 - - -

Loans 61,509.42 63,529.87 51,106.90 380.33

Capital Work-in-Progress 2,933.04 2697.86 2256.90 1296.34

Investments

-Equity Accounted Investees 6,577.23 6,284.29 13,932.68 2,156.29

-Investment of Insurance business 18,203.38 16,532.49 13,019.17 -

-Other Investments 18,890.96 14,764.20 14,334.28 12,044.09

Asset Held to Cover Linked Liabilities of

Insurance Business

24,834.83 25,166.34 24,708.88 -

Inventories 7,205.92 6,545.28 5,860.36 4,231.42

Trade receivables 5,545.39 6,427.03 5,202.63 3,009.56

Cash and Bank Balances 1,946.78 1875.72 1316.10 2307.01

Deferred Tax Asset (Net) 52.93 46.95 21.42 20.44

Other current Assets and Non-current

assets

10,105.41 8675.35 6870.44 2535.54

Total 246,094.38 2,29,202.67 2,07,920.08 62,767.84

iii. Consolidated Unaudited Cash Flow Statement for the Half year ended 30th September 2019 and Audited

Cash Flow Statement for year the ended 31st March 2019, 31st March 2018 and 31st March 2017:

(Rs. in Crores)

A. Cashflow from Operating Activities H1FY20 FY 18-19 FY 17-18 FY 16-17

a.

Profit Before Tax after Exceptional Items and

Share in Profit/(Loss) of Equity Accounted

Investees

4,326.89

5,204.32

6,362.18 5,822.90

Adjustments for:

Exceptional Items

115.49

2,574.52

432.85 -

Depreciation and Amortisation

2,001.47

3,260.45

2,724.36 1,807.59

Finance Costs

1,197.48

1,780.56

1,363.98

702.40

Interest Income

(109.39)

(174.88)

(122.21)

(175.19)

of 105

Dividend Income

(37.24)

(86.48)

(58.43)

(27.15)

Profit on Sale of Investments (Net)

(42.25)

(159.49)

(130.05)

(91.58)

Other Non - cash items (Net)

(157.88)

1,354.98

(116.41)

(604.68)

b.

Operating Profit Before Working Capital

Changes

7,294.57

13,753.98

10,456.27 7,434.29

Working Capital adjustments:

1778.5

(14,335.27)

(12,896.60)

818.63

c. Cash (Used in)/Generated from Operations

9,073.07

(581.29)

(2,440.33) 8,252.92

Direct Taxes Paid (Net of Refund)

(743.11)

(1,873.54)

(1,699.57)

(965.12)

Net Cash (used in)/from Operating

Activities

8,329.96

(2,454.83)

(4,139.90) 7,287.80

B. Cashflow from Investing Activities

Purchase of Property, Plant and Equipment

(2,168.69)

(4,083.44)

(3,288.71)

(1,839.58)

Acquisition of Rights to manage and operate

Century Rayon business

-

-

(903.31) -

Proceeds from Disposal of Property, Plant

and Equipment

41.21

166.67

242.97

46.58

Investments in Subsidiaries and Joint

Ventures

-

(254.89)

(136.82)

(0.51)

Purchase/Sale of Mutual Fund Units and

Bonds and Investments and Shareholders'

Investment of Life Insurance Business

(Current and Non- Current) {Net}

(6859.65)

2,028.00

2,380.72

(1,904.04)

Sale/(Purchase) of Non-current Equity

Investments (Subsidiary and Joint Venture)

(Net)

(4.60)

35.74

6.26 -

Sale/(Purchase) of other Non-Current Equity

Investment (Net)

-

39.96

- -

Investment in Treasury Shares held by ESOP

Trust

(4.96)

(187.99)

- -

Investment in Other Bank Deposits

(57.93)

(266.57)

2,018.34

(17.41)

Expenditure for Cost of Assets Transferred

(63.46)

(52.32)

(143.13)

(13.81)

Receipt against Loans and Advances given to

Joint Ventures and Associates (Net)

1.11

-

30.70

0.47

Proceeds from Capital Reduction in a Joint

Venture

-

-

42.68

of 105

Inter-Corporate Deposits

-

(31.88)

16.29

(13.50)

Interest Received

81.08

202.69

123.11

166.74

Dividend Received

37.24

217.03

163.34

44.73

Net Cash (used in)/from Investing

Activities

(8,998.65)

(2,187.00)

509.76

(3,487.65)

C. Cashflow from Financing Activities

Proceeds from Issue of Share Capital

(including shares issued by Subsidiary

Company to Non-controlling Interest)

122.17

174.44

85.98

9.25

Equity Infusion by Minority Shareholder in a

Subsidiary

-

5.75

- -

Repayment of Lease Liability (166.71)

- - -

Transaction cost on cancellation of equity

shares of a Subsidiary Company and share

Issue Expenses

(0.33) (1.92) (3.29) -

Proceeds/(Repayments) of Non-Current

Borrowings (Net)

4343.07

10179.19

2,602.80

(445.84)

Proceeds/(Repayments) of Current

Borrowings (Net)

(1,789.53)

(3137.44)

2,688.20

(2,313.91)

Interest paid

(1,145.89)

(1,715.01)

(1,349.94)

(678.72)

Dividends Paid (including Corporate

Dividend Tax)

(711.68)

(634.81)

(574.68)

(369.34)

Net Cash from/(used in) Financing

Activities

651.10

4,870.20

3,449.07

(3,798.56)

D.

Net Increase/(Decrease) in Cash and Cash

Equivalents (A+B+C)

(17.59)

228.37

(181.07)

1.59

Cash and Cash Equivalents at the

Beginning of the Year

1,227.94

949.33

93.82

113.34

Add:

Cash and Cash Equivalents Received on

merger of erstwhile Aditya Birla Nuvo

Limited

-

-

1,032.61 -


acquisition of Ultratech Nathdwara Limited

(Subsidiary of UltraTech)

-

38.52

- -


acquisition of controlling Stake in Aditya

Birla Renewables Limited and Aditya Birla

Solar Limited

-

7.31

- -

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Cash and Cash Equivalents transferred on

divestment of Grasim Bhiwani Textiles

Limited

-

-

(0.23) -

Effect of Exchange Rate on Consolidation of

Foreign Subsidiaries

0.49

0.41

4.19

(21.11)

Cash and Cash Equivalents at the End of

the Year

1,210.84

1,223.94

949.32

93.82

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iv. Statement of Standalone Unaudited Profit and Loss account for the Half year ended 30th September2019

and Audited Profit and Loss account for the year ended 31st March 2019, 31st March 2018, and 31st March

2017:

(Rs. in Crores)


Income

Revenue 9,798.02 20,550.43 16,034.71 11,252.95

Other Income 370.88 567.98 461.36 473.93

Total 10,168.90 21,118.41 16,496.07 11,726.88

Operating Expenditure 8,294.97 16,479.27 12954.53 9,098.18

EBITDA 1,873.93 4,639.14 3541.54 2,628.70

Finance Charges (Net) 164.10 199.05 128.13 446.14

Depreciation and Amortisation 411.74 760.39 627.66 57.62

Exceptional item (290.17) (2368.01) (272.61) -

PBT 1,007.92 1,311.69 2,513.14 2,124.94

PAT 728.19 515.30 1,768.66 1,560.00

v. Statement of Standalone Unaudited Balance sheet for the Half year ended 30th September 2019 and Audited

Balance sheet for the year ended 31st March 2019, 31st March 2018 and 31st March 2017:

(Rs. in Crores)


Sources of Funds

Share Capital 131.54 131.53 131.48 93.37

Reserves and Surplus 39,392.13 41,827.66 44,658.35 16,137.61

Borrowings 4,491.95 3,310.76 2,968.77 701.49

Deferred Tax Liability (Net) 1,741.46 1,878.88 1,834.96 662.98

Other Long-Term Liabilities &

Provisions

185.25 96.97 75.58 109.70

Current Liabilities 4,470.00 4567.39 4,059.72 2,145.95

Total 50,412.33 51,813.19 53,728.86 19,851.10

Application of Funds

Fixed Assets (net block)

(including tangible and intangible assets)

11,431.98 11,232.24 10,816.56 6,886.81

Capital Work-in-Progress 1,632.17 1,567.20 745.11 375.48

Right of Use 456.16 - - -

Loans 291.5 514.11 443.53 232.49

Investments 29,795.29 31,127.57 35,546.59 8,996.42

Inventories 2,765.21 2,931.66 2,591.66 1,732.74

Trade receivables 2,675.20 3,484.07 2,609.32 1,189.55

Cash and Bank Balances 99.41 19.54 26.07 34.59

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Other current Assets (including Non-

current assets classified as held for sale)

1,265.41 936.80 950.02 403.02

Total 50,412.33 51,813.19 53,728.86 19,851.10

vi. Standalone Unaudited Cash Flow Statement for the Half year ended 30th September 2019 and Audited Cash

Flow Statement for the year ended 31st March 2019, 31st March 2018 and 31st March 2017:

(Rs. in Crores)

Particulars H1FY20 FY2019 FY2018 FY 2017

CASH FLOW FROM OPERATING

ACTIVITIES

Profit before tax (Before Exceptional Item) 1,298.09 3,679.70 2,785.75 2,124.94

Depreciation & Amortisation 411.74 760.39 627.66 446.14

Interest and Financing Charges 164.10 199.05 128.13 57.62

Profit on sale of Investments (17.83) (30.20) (14.82) (21.57)

Exchange (Gain) / Loss - - - 15.3

Employee Stock Option Cost 18.25 11.65 0.86 5.33

Allowances for Doubtful Debts (Net) 0.86 (7.31) 16.87 5.79

Provision for Diminution of Value of

Investment

-

(1.33) 5.95 -

Provisions Written Back (0.10) (0.26) - -

Dividend Income (213.28) (237.63) (226.79) (201.8)

Interest Income (40.85) (104.94) (55.34) (116.72)

Unrealised Gain on Investment measured at

FVTPL (Net)

(80.32) (142.70) (122.28) (116.75)

Loss/(Gain) on sale of Fixed Assets/ Assets

disposed off

6.00 16.50 12.51 1.87

Operating profit before working capital adj. 1,546.66 4,142.92 3,158.50 2,200.15

Adjusted for Working Capital

Trade Receivables 809.41 (1,008.64) (183.7) (202.31)

Inventories 166.45 14.15 (99.96) (127.37)

Other financial and non-financial assets (54.57) (340.00) (258.02) 11.69

Trade payables and Other Liabilities (128.94) 259.33 262.03 598.18

Cash generated from operations before taxes 2,339.01 3,067.77 2,878.85 2,480.34

Income tax paid (136.77) (512.26) (523.33) (221.02)

Cash generated from operations 2,202.24 2,555.50 2,355.52 2,259.32

CASH FLOW FROM INVESTING

ACTIVITIES

Purchase of fixed assets (including CWIP) (1,211.34) (2,043.97) (1,068.85) (432.46)

Sale of fixed assets 4.83 5.61 16.71 10.77

Investments in JV/Subsidiary/Associates (104.16) (310.85) (139.92) (0.53)

of 105

Proceeds from sale of Investment

JV/Subsidiary/Associates

-

35.79 6.26 42.68

Purchase of Non-Current Investment (2,886.34) (235.04) - (456.65)

Sale proceed of Non-Current Investment 360.81 121.64 7.19 -

Purchase of Current Investment (Net) 896.37 (35.39) (198.44) (310.73)

Acquisition of Rights to Manage and Operate

Century Rayon business of CTIL

- (903.31) -

Investment in treasury shares by Employee

Trust

(4.96) (106.78) - -

Loans and Advances given to Subsidiaries, JV

and Associates

(90.24) (73.20) (55.35) (18.3)

Receipt against Loans and Advances given to

Subsidiaries, JV and Associates

91.35 77.50 102.43 16.09

Inter Corporate Deposits - (31.88) - -

Earmarked Balances with Banks (46.42) - - -

Redemption / (Investment) in Bank Deposits - (7.10) 52.12 (6.47)

Asset Transfer Cost on Merger - - (25.62) (9.61)

Stamp Duty Payment on issue of Equity Shares

to erstwhile ABNL Shareholders

- - (0.14) -

Interest received 35.65 102.98 55.4 119.37

Dividend Received 213.28 237.63 226.79 201.8

Net cash used in Investing Activities (2,741.17) (2,263.06) (1,924.73) (844.04)

CASH FLOW FROM FINANCING

ACTIVITIES

Proceeds from issue of Equity Share Capital

(net of share issue expenses)

2.46 8.58 2.27 2.64

Proceeds from Long Term Borrowings 1,242.73 618.03 70.63 12.20

Repayments of Lease Liabilities (7.94) - - -

Repayment of Long Term Borrowings (87.14) (386.75) (618.08) (223.35)

Proceeds from Short Term Borrowings (Net) 21.69 119.16 641.66 (921.04)

Payment of Dividend, including Dividend Tax (515.09) (453.04) (405.98) (214.52)

Payment of Interest and Finance Charges (107.17) (204.95) (141.73) (59.68)

Net cash used in financing activities 549.54 (298.97) (451.23) (1403.75)

Net increase / (decrease) in cash and cash

equivalents

10.61 (6.53) (20.44) 11.53

Opening Cash and Cash Equivalents 19.54 26.07 34.59 23.06

Received on Amalgamation/Acquisition - 11.93 -

Closing balance on Cash and Cash

Equivalents

30.15 19.54 26.07 34.59

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J. Details of acts of material frauds committed against the Issuer in the last 3 years, if any, and if so the action

taken by the Issuer

None

K. Change in accounting policies during the last 3 years and their impact on the Company.

The Company had prepared its financial statements in accordance with the Accounting Standards (AS) notified under

section 133 of the Companies Act, 2013 (Previous GAAP) for and including the year ended March 31, 2016. The

Company has prepared its first Ind AS (Indian Accounting Standards) compliant Financial Statements for the year

ended March 31 2017 with restated comparative figures for the year ended March 31 2016 in compliance with Ind

AS. Accordingly, the Opening Balance Sheet, in line with Ind AS transitional provisions, has been prepared as at April

1, 2015, the date of Company’s transition to Ind AS.

The financial statements for the year ended March 31,2017 are the first time which the Company has prepared in

accordance with as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting

Standards) Rules 2015 issued by Ministry of Corporate Affairs. For all periods up to and including the year ended

March 31, 2016, our Company has prepared its financial statements in accordance with accounting standards notified

under the section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules,

2014 (Indian GAAP).

L. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or

a statutory authority against any promoter of the Issuer during the last 3 years

Litigation of Promoters of the Company:

(I) Litigation involving Kumar Mangalam Birla

1. Aditya Birla Money Limited

i. Ms. Ashima Das, a broking client of Aditya Birla Money Limited (ABML), had filed a complaint case

against Mr. Kumar Mangalam Birla and others (A C 1804 / 2012) on 17.07.2012. The client has alleged

that she was caused a loss of Rs. 5,12,000/- in addition to an earlier loss of Rs. 19,00,000/- by way of

unauthorised purchase and sale of securities in her trading account by a franchisee of the Aditya Birla

Money Limited. The criminal case is pending on the file of the Additional Chief Judicial Magistrate,

Alipore. ABML has filed criminal revision petitions (CRR Nos: 3439, 3440, 3441/ 2012) at the Kolkata

High Court, seeking to quash the complaint case (A C 1804 / 2012) on 28 September 2012 and also sought

for stay of all further proceedings in the said case. The said petition has been admitted and Stay of all

further proceedings in the complaint case has been granted by the Kolkata High Court.

2. Vodafone Idea Limited ( Formerly Idea Cellular Limited)

i. The Customer Mr. Vaddi Srinivasa Rao filed a private complaint under Sections 403, 409, 418, 420

read with Section 34 of I.P.C. against IDEA, including Mr. K. M. Birla, before the Magistrate at Vijayawada, (Andhra Pradesh) alleging that some VAS products were unilaterally activated and accordingly deducted the amounts without his consent. Post receipt of the complaint, the Honourable Magistrate had forwarded the complaint to Krishna Lanka Police Station at Vijayawada for investigation and the police registered a Crime Number bearing 393/2011. The police investigated the

of 105

matter and reported the issue/private complaint as Civil Nature and the matter is pending on the file of Chief Metropolitan Magistrate, Vijayawada for closure based on Police Report.

ii. In Crl. Revision case No: 2313/2016 before High Court of Andhra Pradesh and Telangana one Mr. G. Anil Kumar, a subscriber of AP&T LSA has filed a private complaint before the II Addl. Chief Metropolitan Magistrate, Hyderabad (CC. No. 1056/2014), (State of Telangana) against IDEA Cellular Ltd., Represented by Mr. Himanshu Kapania (Managing Director) and Mr. K.M. Birla & others . The summons have been challenged before District and Sessions Court, Hyderabad in Criminal Revision Petition (CRLRP Number 55/2015) for quashing. The Hon’ble Chief Metropolitan Magistrate, Hyderabad has allowed the revision by setting aside the order passed in CC No.1056/2014. Aggrieved by the said order, the complainant, Mr. G. Anil Kumar has approached High court of Andhra Pradesh & Telangana at Hyderabad vide Crl. Revision case vide 2313/2016 and the same is pending for hearing.

iii. Sushil Sharma (“Complainant”), an ex-employee, has filed a complaint against our MD. Shri Kumar

Mangalam Birla, our Chairman, Sh. Himanshu Kapania and other directors & officers (total 19) of our Company and its subsidiary Idea Mobile Commerce Services Limited for offences under sections 419, 420, 467, 468, 471, 500, 504 and 506 of the IPC ; alleging that the Complainant was terminated from service without giving sufficient cause and reasons on 17.06.2015. The Court has asked for investigation of the allegations through Investigation Officer of Police Deptt., however twice the I.O. got changed for unknown reasons and finally on 30-08-2019 the appointed I.O. Mr. Satyendra Kr. Tewari has submitted his report to the court. The matter is currently pending for cognizance to be taken on I.O. report and then proceed accordingly. Next date for the case is 20.02.2020.

3. Hindalco Industries Limited

i. An FIR has been lodged on 16th October 2013 by Central Bureau of Investigation (CBI) against Shri P. C. Parakh, the then Secretary, Ministry of Coal, Shri Kumar Mangalam Birla, Hindalco Industries Limited, and other unknown persons/officials, in relation to allocation of Talabira II & III coal block to Hindalco Industries Limited. The Hon’ble Supreme Court vide its order dated April 1, 2015 has stayed the cognizance order passed by Special CBI Court despite closure report filed by CBI. The Hon’ble Supreme Court has also stayed further proceedings in the matter.

ii. Pankaj Kumar Misra filed an application in February, 2007, before the Court of Chief Judicial Megistrate to register a FIR against the company management including Hindalco Chairman (Mr. Kumar Managalam Birla), alleging misappropriation of Forest Transit Fees and Freight Tax by the Hindalco Industries Limited. The matter was transferred to the Court of A.C.J.M, who instead of ordering for registration of F I R, registered the application as complaint U/s 190 Cr.P.C. The matter was challenged by the Company before the Court of District & Session Judge, Sonbhadra, which directed the lower court (ACJM) to re-hear the applicant in the light of the fresh case law cited in the revision proceedings. The Company filed a Criminal Revision before the Hon’ble High Court at Allahabad and the said court has kindly admitted the revision petition and has stayed the proceedings pending before the trial court till further orders.

iii. A social worker viz. Mr. Pratap Teli had filed private criminal complaint U/s 420, 120-B, 187 of IPC r/w

Section 15 of Environment Act in the court of Metropolitan Magistrate 62nd Court, Bhoiwada, Mumbai bearing Criminal Complaint No. 184/SW/2013 against 1) Mr. Kumar Mangalam Birla (Chairman of Grasim Industries and Hindalco Industries), 2) Mr. D. Bhattacharya (Managing Director of Hindalco Industries) and 3) Mr. K.K. Maheshwari (Grasim Industries) for without obtaining prior statutory Environmental approval for construction, the accused persons had jointly started construction of a project of commercial and IT Building on plot no. 216 and 216A of Scheme No. 52 at CS No. 4/1629 administrative 5/1629 of Worli Division, Mumbai. This complaint was dismissed by the Learned Metropolitan Magistrate by his order dated 30.12.2013. Mr. Pratap Teli has filed revision application bearing Rev. App. No. 375/2014 against order dated 30.12.2013 before Ld. Sessions court Mumbai which has been dismissed by Ld. Session Court vide its order dated 12/12/2018. An appeal was filed in Bombay High Court and the same is also dismissed vide order dated 22.10.2019.

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4. Ultra Tech Cement Limited

Case has been filed by Assistant Commercial Tax Officer, Karaikal, Pondicherry in the court of the

Hon’ble Judicial Magistrate-II AT, Karaikal U/s 10(a), 10(c) of the Central Sales Tax Act, 1956 read

with Section 34 IPC and Section 409 and 477 of IPC read with Section 34 IPC for fraudulently use of C

forms by the party M/s Selvam Agencies, Kariakal. Ultratech Cement Limited represented by Mr. K.M.

Birla was accused as aforesaid under this case and the position was clarified by company and there should

not be any liability on company.

M. Related party transactions entered into during the last 3 financial years including loans made, guarantees

given or securities provided

Rs. in Crore

Nature of Transactions FY 2019 FY 2018 FY 2017

Sale of Products and Services:

Grasim Bhiwani Textiles Limited - 6.93 29.21

UltraTech Cement Limited 4.02 3.05 0.03

Birla Jingwei Fibres Company Limited 259.34 205.49 166.40

Aditya Birla Chemicals (Belgium) BVBA - 1.63 2.50

Aditya Birla Renewables Limited 0.47 8.17 -

Aditya Birla Solar Limited 4.64 13.26 -

Aditya Birla Renewables SPV1 Limited 3.69 - -

Aditya Birla Renewables Subsidiary Limited 6.08 - -

Aditya Birla Sun Life AMC Limited 0.66 - -

Aditya Birla Capital Limited 0.01 - -

Vodafone Idea Limited - 1.95 -

Waacox Energy Private Limited 0.51 - -

Total 279.42 240.48 198.14

Interest and Other Operating Income: FY 2019 FY 2018 FY 2017



Aditya Birla Finance Limited - 0.01 -

Aditya Birla Sun Life AMC Limited - 0.43 -

Aditya Birla Capital Limited 0.01 - -

of 105

AV Group NB Inc. - 1.19 1.98

Aditya Birla Science and Technology

Company Private Limited 1.58 1.32 0.93


Aditya Birla Renewables SPV1 Limited 0.30 - -

Aditya Birla Renewables Limited - 0.57 -


Aditya Birla Idea Payment Bank Limited - 0.09 -

Aditya Birla Management Corporation Private

Limited 0.68 - -


Birla Carbon India Private Limited 0.95 0.88 -

Idea Cellular Limited - - 9.44

Others - - 0.67

Total 4.61 5.13 17.55

Dividend Received: FY 2019 FY 2018 FY 2017


Idea Cellular Limited - - 10.26

Aditya Birla Elyaf Sanayi Ve Ticaret Anonim

Sirketi - 3.02 7.32

Total 173.60 168.36 174.65

Dividend Paid: FY 2019 FY 2018 FY 2017

Birla Group Holding Private Limited 3.40 3.01 0.03

Total 3.40 3.01 0.03

Finance Cost : FY 2019 FY 2018 FY 2017

Aditya Birla Sun Life Insurance Company

Limited 4.34 3.26 -

Total 4.34 3.26 -

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Purchases of Goods/Payment of Other

Services (Net of Cenvat Credit, if available) FY 2019 FY 2018 FY 2017



AV Group NB Inc. 717.12 727.04 725.07

Aditya Group AB 540.39 334.77 504.14

Aditya Birla Science & Technology Company

Private Limited 24.87 24.62 24.94

Vodafone Idea Limited 1.03 5.91 1.82

Aditya Birla Sun Life Insurance Company

Limited 1.21 1.19 -

Aditya Birla Health Insurance Co. Limited 0.99 1.78 -

Birla Jingwei Fibres Company Limited - 0.61 -

Aditya Birla Renewables Limited 14.12 - -

Aditya Birla Management Corporation Private

Limited 40.60 - -

ABNL Investments Limited 0.96

0.49 -

Samruddhi Swastik Trading and Investment

Limited 0.23

0.16 -

Birla Group Holding Private Limited 0.22 0.04 -

Others 1.47 0.57 0.27

Total 1,355.26 1,105.03 1,259.84

Payments to Key Management Personnel FY 2019 FY 2018 FY 2017

Managerial Remuneration Paid * 16.96 41.33 9.69

Commission to Non Executive Directors

(KMPs) 16.50 15.00 12.00

Sitting fees to Directors 0.30 0.36 0.35

Dividend to KMPs 0.43 0.43 0.21

* Based on the recommendation of the Nomination, Remuneration and Compensation Committee, all decisions

relating to the remuneration of the Directors are taken by the Board of Directors of the Company, in accordance with

shareholders' approval, wherever necessary.

Loans Provided FY 2019 FY 2018 FY 2017

Sun God Trading and Investment Limited - 0.20 -




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Aditya Birla Renewables SPV1 Limited 18.70 7.15 -




Limited 0.15 - -

Grasim Bhiwani Textiles Limited - - 18.30

Total 73.20 55.35 18.30

Repayments against Loans Provided FY 2019 FY 2018 FY 2017


Aditya Birla Science & Technology Company

Private Limited - 2.20 0.47

Sun God Trading and Investment Limited - 0.20 -

AV Group NB Inc. - 32.80 -



Aditya Birla Renewables SPV1 Limited 18.70 7.15 -

Aditya Birla Chemicals (Belgium) BVBA - 0.09 -



Limited 0.15 - -



Total 77.50 102.43 16.09

Purchase of Mutual Funds and Bonds: FY 2019 FY 2018 FY 2017

Samruddhi Swastik Trading and Investments

Limited - - 16.00

Total - - 16.00

Investments/(Sale) in Equity Shares: FY 2019 FY 2018 FY 2017

Birla Laos Pulp and Plantations Company

Limited - - 0.53

Aditya Birla Renewables Limited 86.17 26.71 -

Aditya Birla Idea Payment Bank Limited 59.49 103.20 -

ABNL Investments Limited - 10.00 -

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Equity shares of Sun God Trading and

Investments Limited to ABNL Investments

Limited (0.05) -

Aditya Birla Solar Limited 6.15 - -

Aditya Birla Elyaf Sanayi Ve Ticaret Anonim

Sirketi - - (56.20)

Shaktiman Mega Foods Park Private Limited - 0.01 -

Total 151.76 139.92 (55.67)

Purchases/(Sales) of Property, Plant and

Equipment/Intangible Assets FY 2019 FY 2018 FY 2017


Aditya Birla Capital Limited - (0.09) -

Grasim Bhiwani Textiles Limited - - 0.68

Total 6.61 6.48 5.03

Contribution to Post Retirement Funds FY 2019 FY 2018 FY 2017

Grasim Industries Limited Employees'

Provident Fund 11.15 7.78 6.83

Grasim (Senior Executives & Officers)

Superannuation Scheme - - 6.96

Jayshree Provident Fund Institution 3.24 3.00 -

Provident Fund of Aditya Birla Nuvo Limited - 3.40 - Indo Gulf Fertiliser Ltd. Employee Provident

Fund Trust 3.36 1.69 -

Century Rayon Provident Fund Trust 7.02 1.16 -

Grasim Industries Limited Employees

Gratuity Fund 56.00 35.74 28.99

Total 80.77 52.77 42.78

Receipts from Post-Retirement Fund FY 2019 FY 2018 FY 2017

Grasim Industries Limited Employees

Gratuity Fund 1.03 3.30 1.45

Compensation of Key Management

Personnel of the Company FY 2019 FY 2018 FY 2017

Short-term Employee benefits 11.78 10.38 6.60

Post-Retirement benefits 2.44 29.32 0.61

Share-Based Payments 2.74 1.63 2.48

Total 16.96 41.33 9.69

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N. Any material event/ development or change having implications on the financials/credit quality (e.g. any

material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities,

corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to

invest / continue to invest in the debt securities.

Material Litigations against Issuer

1. Writ CWJC 9910038/2000 filed against Jharkhand State Electricity Board – Rehla - Fuel Surcharge Matter -

The rates notified by BSEB with respect to fuel surcharge has been disputed on the ground of its illegality so

far as the calculation of fuel surcharge is concerned. Fuel surcharge bill raised by BSEB during the period

1.4.1996 to 31.3.2001 and was disputed by the Company on the ground of charging of increased rates and

wrong inclusion of certain components in the formula of the rate. On 26.06.2000, Court opined that the formula

on the basis of which fuel surcharge is computed is not challengeable but inclusion of certain components in

the said formula is not in accordance with law. Writ filed in the High Court Jharkand to Set aside the bill dt.

11.09.2000 & notification. Total demand is of Rs. 62.15 cr.

2. Kharach - SCA 505/2019 filed in the High Court - Ahmedabad - In 2008 Mr. Bholasingh filed a criminal

complaint against Mr. Anil Khosla. During the pendency of the Criminal Complaint, he realized that his

complaint might not sustain, in 2014, he filed a Civil Suit for recovery of damages aggregating to 36.15 Crores

alongwith a pauper application to allow him to sue as an indigent person. He was unable to pay the court fees

and therefore prayed to the court that he shall pay the same after he recovers his dues from BC. He had prayed

for recovery of dues from 2003 and release of his machinery and costs with interest of his confiscated

machinery. This pauper application was rejected by the court. After rejection of his pauper application, he

appealed before the Principle District Judge, Vadodara. The appeal before the Principal District Judge also got

rejected. Hence he filed a Special Civil Application No. 505/2019.

3. IGF - 12573/2010/MISB High Court Lucknow - UPSIDC is asking to pay maintenance charges on land allotted

in 1983. Consequent to merger of IGFL in ABNL Grasim has to enter into fresh lease agreement with UPSIDC.

Though earlier lease also has the clause of maintenance charges but they have never asked for. Total liability

is Rs. 3.65 cr (From Sept 07 to June 2009) plus interest @ 13% PA from October 09 onwards and Rs. 0.18 cr

PM towards maintenance charges from July’09.

4. Renukoot- NGT matter - Upon a complaint filed by an individual, a Committee constituted by NGT

recommended Grasim to shift mercury based sludge generated historically in our acquired Kanoria’s plant

stored in Secured Land Fill (SLF)] to TSDF. Based on this Grasim filed civil appeal in Supreme court and

obtained stay on the NGT proceedings. On 5th Nov 2019 NGT matter differed as per SC order. Meanwhile,

Committee has suggested to impose Rs 155 crores as interim compensation to NGT, hearing of same is deferred.

5. After closure of the industrial units at Mavoor w.e.f. 30.06.2001, the State of Kerala, especially Forest

Department, started to raise huge claims against the Company on various heads, amounting to Rs 40 Crs. To

prevent this, after discussions with our Lawyers M/s. Menon & Pai and Corporate Legal Cell, we framed a huge

demand/claim against the State of Kerala on various heads amounting to Rs.291 Crs as per our letter dated

01.02.2002 and requested the GOK to refer the matter for Arbitration. The Arbitration proceedings is on-going.

6. Junagarh Irrigation Department has raised demand for water drawal charges for the period 1990 till date. SCN

was issued by Irrigation department which was set-aside by Collector on 16.10.2009. Matter was decided by

Gujarat High Court in Grasim’s favour vide order dated 21.09.2015. Department filed appeal with condonation

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of delay and is pending before Divisional Bench of Gujarat High Court for admission. The aggregate amount

involved in this case is Rs. 263.52 cr.

7. In Direct tax litigations involving Grasim in relation to various provisions of the Income Tax Act, 1961, the

demand outstanding in the following cases exceeds Rs. 50 cr as on 31st December, 2019:

a. Vide an Order dated 14th March 2019, issued by the Deputy Commissioner of Income Tax (DCIT), a

demand of Rs. 5,872.13 Crore has been raised on Grasim on account of Dividend Distribution Tax

(including interest). The DCIT, interalia, held that as the demerger of the demerged undertaking (as defined

in the Composite Scheme of Arrangement between Aditya Birla Nuvo Limited and Grasim Industries

Limited and Aditya Birla Financial Services Limited (now known as ABCL) and their respective

shareholders and creditors) is not in compliance with Section 2(19AA) of the Act, the value of shares

allotted by ABCL to the shareholders of Grasim, in consideration of the transfer and vesting of the

Demerged Undertaking into ABCL, amounted to Dividend within the meaning of the Income Tax Act, 1961.

Grasim is of the view that the aforesaid Order is not tenable in law and accordingly challenged the order by

filing an appeal with the CIT(A) and the appeal is presently pending before the CIT(A). The next hearing is

fixed on 14th February, 2020. On 03rd December, 2019, Grasim filed writ petition for stay of demand before

the Bombay High Court. On 12th December, 2019, High Court granted the stay till next date of hearing

before the High Court. The next hearing is fixed on 14th February, 2020.

b. Rectification application filed with Assessing Officer u/s 154 of the Act against Order u/s. 143(1) dated 30th

March 2019 passed by CPC-Bangalore for AY 2017-18. Outstanding tax demand is INR 565.37 Crore.

8. There are one hundred and ninety-five outstanding indirect tax litigations involving Grasim in relation to, inter

alia, service tax, customs duty, entry tax, excise duty, value added tax and green cess. The aggregate amount

involved in these litigations, to the extent quantifiable, is approximately Rs.271.64 cr as on

31st December, 2019.

9. The aggregate amount involved in other miscellaneous cases amounts to Rs. 201.61 cr as on 31st December

2019.

O. The names of the Debenture Trustee(s) shall be mentioned with statement to the effect that Debenture

Trustee(s) has given his consent to the Issuer for his appointment under Regulation 4(4) and in all the

subsequent periodical communications sent to the holders of debt securities.

The Debenture Trustee of the Debenture is:


Asian Building, Ground Floor, 17,

R. Kamani Marg, Ballard Estate,

Mumbai – 400001

Ph 022 40807000

Consent letter from Debenture Trustee is attached as Annexure 2

P. The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue)/ credit

rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

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The CRISIL have assigned a rating of AAA with a stable outlook in respect of the Debentures. Instruments with this

rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such

instruments carry low credit risk. Please refer to Annexure 1 of this Information Memorandum for the letter dated 07th

February, 2020 from the CRISIL assigning the credit rating abovementioned and the rating rationale adopted by the

Rating Agency for the aforesaid rating.

Q. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent,

a copy of the same shall be disclosed. In case such document does not contain detailed payment structure

(procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same

shall be disclosed in this Offer Letter.

Not applicable as the Debentures are unsecured.

R. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly

indicating the designated stock exchange.

The securities are proposed to be listed with the following stock exchange:

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai 400 001.

The in principle approval from BSE is attached as Annexure 3.

S. Details of debt securities issued and sought to be listed including face value, nature of debt securities mode of

issue i.e. public issue or private placement.

Security Name Series 19-20 III 6.65% GIL 2023

Issuer/Company Grasim Industries Limited (“Issuer”/”Company”)

Promoters Aditya Birla Group

“Aditya Birla Group” means the persons disclosed to the stock exchange as

‘Promoter & Promoter Group’ as on the Deemed Date of Allotment together with

their Relatives and Affiliates.





Instrument Fully Paid, Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures

(“NCDs”)

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Rating “AAA” by CRISIL

Mode of Placement On private placement basis to eligible investors

Issue Size Rs. 500 crs

Issue Price Each debenture has a face value of Rs. 10,00,000/- and is issued at par

Option to retain over

subscription

N.A.

Eligible Investors Any investor(s) authorised to invest in these Debentures, when specifically

approached and subject to the compliance with the relevant regulations/guidelines

applicable to them for investing in this Issue, are eligible to apply for this private

placement of Debentures.

Seniority At par with other unsecured debt

Security Unsecured

Tenor 3 years

Coupon 6.65%

Step up / Step Down coupon rate Not Applicable

Coupon frequency Annual

Coupon Payment dates End of 1st year from the deemed date of allotment and every year thereafter.

Last coupon will be on the redemption date

Coupon Type Fixed

Coupon rest process (including

rates, spread, effective date,

interest rate cap and floor etc.)

Not Applicable. Coupon is fixed for the entire tenor of the NCDs.

End Use The net proceeds of the Issue will be utilised inter-alia for refinancing of existing

borrowings / Capex and/ or for any other purpose in the ordinary course of

business of the Issuer.

The proceeds from the NCDs will not be used, either in part or full, for capital

market activities, including subscription/purchase of shares & debentures,

acquisition or purchase of land or any other speculative business activity.

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Put/call option Nil

Day Count Basis Actual/Actual

Interest on Application Money Not Applicable as deemed date of allotment and Pay in Date are the same.

Record Date The record date for the repayment of Principal shall be 15 (fifteen) calendar days

prior to the date of redemption of such Debentures

Listing Listed – BSE (WDM Segment)

Form of issuance Dematerialised

Face value Rs. 10,00,000 per NCD

Issue Price At par i.e. Rs. 10,00,000 per NCD (Rupees ten lakhs only per NCD)

Redemption Price At par i.e. Rs. 10,00,000 per NCD (Rupees ten lakhs only per NCD)

Events of default Default in payment of monies due in respect of interest/ Redemption Amount owing

upon the Debentures and continues without being remedied for a period of 30 days

after the dates on which such monies become due.

Penalty in case of default Additional Interest of 2% p.a. over and above the agreed coupon/interest calculated

for the period from the date on which any payment is due by the Issuer until the date

the payment is made.

Conditions Precedent to

disbursement

1. Credit Rating by CRISIL Limited

2. Consent Letter from the Debenture Trustee

3. Signed Disclosure Document

4. Certified copies of Board, Finance Committee

5. Consent letter from Registrar & Transfer Agent for the Issue

Conditions Subsequent to

disbursement

The Issuer shall ensure that the following documents are executed/activities are

completed as per agreed time frame:

1. Credit of demat account(s) of the investor(s) by NCDs allotted

2. Listing within 20 days from date of allotment

3. Execution of Debenture Trust Deed

Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as

mentioned elsewhere in this Disclosure document.

Transaction Documents The Issuer has arranged to execute/ executed/ shall execute the documents including

but not limited to the following in connection with the Issue:

1. Certified true copy of the Board Resolution / Finance Committee Resolution

2. Consent Letter from Debenture Trustee

3. Consent Letter from Registrar & Transfer Agent for the Issue

4. Debenture Trustee Appointment Agreement

5. Debenture Trust Deed

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6. Rating Letter by CRISIL Limited

7. Application form

8. Signed Disclosure Document / Letter complying with applicable SEBI

regulations & certified by Issuer

Upon closure of the bidding on the Bid Closing Date, PPOAL in format of Form

PAS 4, as per 2013 Act to be issued to each successful bidder.

Settlement Settlement of the Issue will be done through Indian Clearing Corporation Limited

(ICCL) and the account details are given in the section on Payment Mechanism of

the Disclosure Document

Governing Law and Jurisdiction Indian laws and courts / tribunals of Mumbai

Business Day A day which is not a Saturday or Sunday or a public holiday and on which clearing

of cheque and RTGS facilities are available in Mumbai.

Business day convention If any of the coupon payment date(s), other than the ones falling on the redemption

date, falls on a day that is not a Business Day, the payment shall be made by the

Issuer on the immediately succeeding Business Day, which becomes the coupon

payment date for that coupon. However, the future coupon payment date(s) would

be as per the schedule originally stipulated at the time of issuing the Debentures. In

other words, the subsequent coupon payment date(s) would not be changed merely

because the payment date in respect of one particular coupon payment has been

postponed earlier because of it having fallen on a non-Business Day.

If the redemption date of the Debentures falls on a day that is not a Business Day,

the redemption amount shall be paid by the Issuer on the immediately preceding

Business Day, which becomes the new redemption date, along with interest

accrued on the Debentures until but excluding the date of such payment.

Debenture Trustee Any entity registered with SEBI as debenture trustee

Roles and responsibilities of

Debenture Trustee

The Debenture Trustee shall have the roles and responsibilities as set forth in

Debenture Trust Agreement.

Depository NSDL/ CDSL

Other Expenses All other expenses viz. Stamp Duty of issuance, Legal fees, Trustee fee, Registrar

fee etc. will be to the account of the Issuer.

Information Provision The Issuer undertakes to provide information prior to the deemed date of allotment

pertinent to the credit assessment of the Issuer by the Investor/potential investors in

a timely fashion except for any information pertaining to the Issuer which the Issuer

considers Unpublished Price Sensitive Information in accordance with the terms of

the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 (as amended from time to time). This information will include

latest half yearly/ annual published financial information, rating letter and rating

rationale, copies of the resolutions authorizing the borrowing, etc. A detailed

quarterly financial information to be made available to all investors in case the issuer

becomes unlisted company

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Force Majeure Arranger’s commitment under this term sheet and subsequent documents hereunder

would stand cancelled without any further liability to Arranger, if in the reasonable

view of Arranger an event of force majeure including a substantial change in national

or international financial political or economic conditions or currency exchange

controls or an act of God or natural calamity has occurred which is likely to have

material adverse effect.

Issue Opening Date February 14, 2020

Issue Closing February 14, 2020

Pay-in Date February 17, 2020


Manner of Bidding The Issue will be through open bidding on the EBP platform in line with EBP

Guidelines vide SEBI circular SEBI/HO/DDHS/CIR/P/2018/122 dated August 16,

2018.

Mode of Allotment / Allocation

option

The allotment will be done on uniform yield basis in line with EBP Guidelines vide

SEBI circular SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 read with

the “Updated Operational Guidelines for issuance of Securities on Private Placement

basis through an Electronic Book Mechanism” issued by BSE vide notice no.

20180928-24 dated 28 September 2018

Redemption Date 17th February, 2023

Redemption Amount Rs 500 crores

Redemption Premium /

Discount

Redemption at par

Issuance Mode / Trading Mode Demat Mode

Minimum Application Amount

and in multiples of debt

securities thereafter

1 NCD and in multiple of 1 thereafter

Issue size

Issue size is Rs. 500 crores ( Rupees Five Hundred Crores Only)

Details of utilization of the issue proceeds

The net proceeds of the Issue will be utilised inter-alia for refinancing of existing borrowings / Capex and/ or for any

other purpose in the ordinary course of business of the Issuer.

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The proceeds from the NCDs will not be used, either in part or full, for capital market activities, including

subscription/purchase of shares & debentures, acquisition or purchase of land or any other speculative business activity

A statement containing particulars of the dates of, and parties to all material contracts, agreements involving

financial obligations of the Issuer

Copies of the contracts and documents, referred to below, may be inspected at the Registered Office of the Company

between 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closing of the issue.

Sr. No. Nature of Contract

1. Certified copies of the Memorandum and Articles of Association of the Company

2. Certified true copy of the resolution passed by the Board of Directors at its meeting held on 28 April

2018 .

3. Certified true copy of the resolution passed by the Members of the Company at the Annual General

Meeting held on 26 September 2014 under sections 180(1)(a) and 180(1)(c) of the Companies Act, 2013.

4. Latest Annual Report of the Company (for the year ended 31st March 2019)

5. Credit rating letter dated 7th February, 2020 from CRISIL assigning credit rating of AAA (Stable).

6. Letter from IDBI Trusteeship Services Limited giving its consent to act as debenture trustee

Particulars of the debt securities issued (i) for consideration other than cash, whether in whole or part, (ii) at a

premium or discount, or (iii) in pursuance of an option.

The Company till date has not issued any debt security (i) for consideration other than cash (ii) either at premium or

at discount or (iii) in pursuance of an option.

An undertaking that the Issuer shall use a common form /procedure for transfer

The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of

these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s

DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure

for transfer of Debentures.

The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act,

1996 (as amended from time to time), any other applicable regulations (including of any relevant stock exchange) and

these conditions. No physical certificates of the Debentures would be issued. The transfer of Debentures in demat

form shall be in accordance with the procedure of transfer prescribed by the relevant depository and applicable law.

However, the Issuer would use a common transfer form for physical holdings if at a later stage, there is some holding

in physical form due to the depository giving the rematerialisation option to any Investor.

Redemption amount, period of maturity, coupon.

Redemption Amount : Rs 500 Crores

Period of Maturity : 3 years from the deemed date of allotment

Coupon rate : 6.65%

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T. Information relating to the terms of offer or purchase.












(“NCDs”)






subscription

N.A.






Security Unsecured

Tenor 3 yrs

Coupon 6.65%

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Coupon Type Fixed






borrowings / Capex and/ or for any other purpose in the ordinary course of business

of the Issuer.

The proceeds from the NCDs will not be used, either in part or full, for capital market

activities, including subscription/purchase of shares & debentures, acquisition or

purchase of land or any other speculative business activity.

Put/call option Nil













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disbursement







disbursement
















7. Application form





















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Business Day, which becomes the new redemption date, along with interest accrued

on the Debentures until but excluding the date of such payment.



Debenture Trustee




























2018.


option






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Discount

Redemption at par






Illustration of Bond Cash Flows

As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated 29 October 2013, the cash flows emanating from the

Debentures are mentioned below by way of an illustration.

Cash Flow Date and Day Amount

(Rs.)

1st Coupon Wednesday, 17 February 2021 66,500

2nd Coupon Thursday, 17 February 2022 66,500

3rd Coupon Friday, 17 February 2023 66,500

Principal Friday, 17 February 2023 10,00,000

*above illustrative cash flows are for a single bond of a face value of Rs. 10,00,000

Who can Invest

Eligible Primary Investor: As Below

Eligible Secondary Investors:

Financial Institutions;

Primary / State / District / Central Co-operative Banks

Commercial Banks;

Insurance companies

Pension Funds and Provident Funds

Mutual funds

Any other investor(s) authorised to acquire these Debentures on the stock exchange under applicable laws

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Application form for making application is attached as Annexure 4.

Documents to be provided by investors

Investors need to submit the following documentation, along with the application form, as applicable

Memorandum and Articles of Association / Documents Governing Constitution

SEBI Registration Certificate, if applicable

Resolution authorising investment along with operating instructions

Certified True Copy of the Power of Attorney

Form 15 AA for investors seeking exemption from Tax deduction at source from interest on the application

money.

Form 15H/15G for claiming exemption from TDS on interest on application money, if any.

Specimen signatures of the authorised signatories duly certified by an appropriate authority.

Order u/s 197 of Income Tax Act, 1961 & u/s 10 of Income Tax Act, 1961

PAN to be submitted.

Mode of Payment

Funds to be transferred through RTGS mechanism to clearing account of BSE

DISCLAIMER:

PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THE OFFER LETTER HAS BEEN

SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF

COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY

REASONS FOR THE SAME. THE LIST OF DOCUMENTS PROVIDED IN THIS OFFER LETTER IS

ONLY INDICATIVE, AND AN INVESTOR IS REQUIRED TO PROVIDE ALL THOSE DOCUMENTS /

AUTHORISATIONS / INFORMATION, WHICH ARE LIKELY TO BE REQUIRED BY THE COMPANY.

THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY

ADDITIONAL DOCUMENTS/INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS

IT DEEMS FIT. THE REGULATIONS/NOTIFICATIONS REGARDING INVESTMENT MENTIONED

ABOVE ARE MERELY IN THE FORM OF GUIDELINES AND THE COMPANY DOES NOT WARRANT

THAT THEY ARE ACCURATE, OR HAVE NOT BEEN MODIFIED. EACH OF THE ABOVE

CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANT

RULES/REGULATIONS/GUIDELINES, ETC. GOVERNING OR REGULATING THEIR

INVESTMENTS AS ISSUED BY THEIR RESPECTIVE REGULATORY AUTHORITIES, AND THE

COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY

STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY

REQUIRED TO CHECK OR CONFIRM THE SAME.

Effect of Holidays

If any Coupon Payment Date (except coupon falling due on the Redemption Date) falls on a day that is not a Business

Day, the payment shall be made by the Issuer on the immediately succeeding Business Day and the interest amount

will be the interest accrued on the Debentures until but excluding the Coupon Payment Date originally stipulated.

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Consequently, the next interest period will be from the Coupon Payment Date originally stipulated till (but excluding)

the next scheduled interest payment date

If the Redemption Date (also being the last Coupon Payment Date) of the Debentures falls on a day that is not a

Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along

with interest accrued on the Debentures until but excluding the Redemption Date.

In the event the Record Date falls on a day which is not a Business Day, the immediately preceding Business Day

will be considered as the Record Date.

If the Fully Paid Up Date is a day that is not a Business Day, the payment of the Balance Amount shall be made by

each Debenture Holder on the immediately succeeding Business Day and the Debentures shall not be deemed

forfeited on account of the Balance Amount being paid on the succeeding Business Day.

Computation of Interest

All interest accruing on the paid up value of the Debentures shall accrue from day to day and be calculated on the

basis of the actual number of days elapsed and a year of 365 days (or 366 days in case of a leap year), at the applicable

Coupon Rate and rounded off to the nearest Rupee.

Payment of Interest

Payment of interest on the Debenture(s) will be made to those of the debenture holders whose name(s) appear in the

Register of Debenture Holder(s) (or to the first holder in case of joint holders) as on the Record Date fixed by the

Company for this purpose and/or as per the list provided by NSDL/CDSL to the Company of the beneficiaries who

hold Debentures in demat form on such Record Date, and are eligible to receive interest. Payment will be made by

the Company by way of direct credit through RTGS, NEFT or Fund Transfer.

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will

be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate / document must be lodged

by the instrument holders at the registered office of the Company at least 30 days before the interest payment

becoming due and if required, be submitted afresh annually and/or as and when called upon for the same by the

Company. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money,

should be submitted along with the application form.

Failure to comply with the above shall entitle the Company to deduct tax at source as may be advised to it.

Deemed Date of Allotment

Deemed date of Allotment: 17th February 2020

Letters of allotment, Debenture Certificates in Demat Mode

The Company will make necessary arrangements with NSDL / CDSL for the issue of Debentures in dematerialized

form. Investors shall hold the Debentures and deal with the same as per the provisions of the Depositories Act, 1996

/ rules as notified by NSDL / CDSL from time to time.

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Investors should mention their Depository Participants name, DP-ID and Client ID in the appropriate place in the

Application Form. The Company shall take necessary steps to credit the Depository Account of the Allottee(s) with

the number of Debentures allotted. In case of incorrect details provided by the Investors and inability of the Company

to credit the depository account, the allotment of Debentures would be held in abeyance till the investors furnish the

correct depository account details to the Company.

PAN Number

Every applicant should mention his Permanent Account Number (PAN) allotted under Income Tax Act, 1961.

Payment on Redemption

The payment of the redemption amount of the Debentures will be made by the Company to the beneficiaries as per

the beneficiary list provided by the depositories viz. NSDL and / or CDSL as on the Record Date.

The Debentures held in the dematerialised form shall be taken as discharged on payment of the redemption amount

by the Company on maturity to the registered Debenture Holders whose name appears in the Register of Debenture

Holders on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the

Debenture Holders. On such payment being made, the Company will inform NSDL/CDSL and accordingly the

account of the Debenture Holders with NSDL /CDSL will be adjusted.

The Company's liability to the Debenture Holders towards all their rights including for payment or otherwise shall

cease and stand extinguished from the due dates of redemption in all events.

Further the Company will not be liable to pay any interest or compensation from the dates of such redemption.

On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company

shall stand extinguished.

Purchase and Sale of Debentures

The Company may, at any time and from time to time, purchase Debentures at the price available in the debt market

in accordance with the applicable laws. Such Debentures may, at the option of the Company, be cancelled, held or at

such a price and on such terms and conditions as the Company may deem fit and as permitted by law.

Future Borrowings

The Company shall be entitled from time to time to make further issue of debentures and to raise further loans,

advances or such other facilities from Banks, Financial Institutions and / or any other person(s).

Governing Law

The Debentures are governed by and shall be construed in accordance with the Indian laws. Any dispute arising

thereof will be subject to the exclusive jurisdiction of the courts of the city of Mumbai.

Consents

Consents in writing of the Registrar to the issue and Trustees for the Debenture Holders to act in their respective

capacities, have been obtained.

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Tax Benefits

A Debenture Holder is advised to consider in his own case the tax implications in respect of subscription to the

debentures after consulting his tax advisor.

The discount at which such offer is made and the effective price for the investor as a result of such discount.

Not applicable

Date of Subscription

Date of Subscription shall be the date of realization of proceeds of subscription money in the bank account of the

Issuer.

Right to Accept or Reject Applications

The Board of Directors of the Issuer reserves its full, unqualified and absolute right to accept or reject any application,

in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund

warrant, if applicable, to be sent within 7 days from the Deemed Date of Allotment of the Debentures without interest.

If refund money is not repaid within 7 days after the Issuer becomes liable to repay it, the Issuer and officer in default

shall, on and from the expiry of the 7th day be jointly and severally liable to repay that money with interest at the rate

of 12% having regard to the length of the period of delay in making the repayment of such money.

The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest

on the application money. Application would be liable to be rejected on one or more technical grounds, including but

not restricted to:

a. Bank account details not given;

b. Details for issue of Debentures in electronic/ dematerialised form not given;

c. PAN/GIR and IT Circle/Ward/District not given;

d. In case of applications under Power of Attorney by limited companies, corporate bodies, etc. relevant documents

not submitted;

e. In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such

Debentures will be refunded, as may be permitted.

Applications under Power of Attorney/Relevant Authority

In case of an application made under a power of attorney or resolution or authority to make the application a certified

true copy of such power of attorney or resolution or authority to make the application and the Memorandum and

Articles of Association and/or bye-laws of the investor must be attached to the Application Form at the time of

making the application, failing which, the Company reserves the full, unqualified and absolute right to accept or

reject any application in whole or in part and in either case without assigning any reason therefore. Further, any

modifications / additions in the power of attorney or authority should be notified to the Company at its registered

office or corporate office. Names and specimen signatures of all the authorised signatories must also be lodged along

with the submission of the completed application.

Right to Re-Purchase and Re-Issue Debenture(s)

The Issuer will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part

or all of its Debentures from the secondary markets or otherwise, at any time prior to the maturity date, subject to

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applicable law and in accordance with the prevailing guidelines/regulations issued by the RBI, SEBI and other

authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any

circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the power to reissue the

Debentures either by reissuing the same Debentures or by issuing other debentures in their place. The Company and

any of its affiliates may also at their absolute discretion, purchase Debentures in the secondary market, subject to

such entity being an eligible investor and in compliance with applicable laws.

The Company may also, at its discretion and as per the prevailing guidelines/regulations of Reserve Bank of India

and other authorities at any time purchase the Debentures at discount, at par or at premium in the open market. Such

Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and conditions

as the Company may deem fit and as permitted by law.

All costs incurred by the Debenture holders (including but not limited to break costs relating to interest, currency

exchange and/or hedge agreements) pursuant to the repurchase by the Company before the Redemption Date as set

out above, will be borne by the Company and will be calculated (and the Debenture holders will be reimbursed) on

the basis as if an acceleration event had occurred.

Debenture Redemption Reserve (DRR)

The Company shall maintain the Debenture Redemption Reserve as per section 71(4) of the Companies Act, 2013

read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central

Government in this regard, as amended / modified to that extent.

Sharing of Information

The Issuer may, at its option, use on its own, as well as exchange, share or part with any financial or other information

about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial

institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer or its subsidiaries and

affiliates nor their agents shall be liable for use or disclosure of the aforesaid information.

Register of Debenture Holder(s)

A register of all Debenture Holder(s) containing necessary particulars will be maintained by the Company at its

Registrar &share Transfer Agent’s Office. A copy of the register of all Debenture holder(s) will also be maintained

by the Company at its Registered Office.

Succession

In the event of winding-up of the holder of the Debentures, the Issuer will recognize the executor or administrator of

the concerned Debenture Holders, or the other legal representative as having title to the Debentures. The Issuer shall

not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate,

wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal

representation, as the case may be, from a Court in India having jurisdiction over the matter. The Issuer may, in its

absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession

certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture(s)

standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity.

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Debenture Holder not a Shareholder

The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders other than

those available to them under the Companies Act, 2013.

Provisions for Meeting of Debenture Holders

The terms set out in the relevant provisions of the Debenture Trust Deed shall apply to the meetings of the Debenture

Holders.

U. Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and debt

securities.

In respect of all the existing debt securities / terms loans / commercial papers, the payment of interest / principal

have been made on the respective due dates as per the original terms of the issue / borrowings.

V. That the permission / consent from the prior creditor for a first pari-passu charge being created in favor of

the trustees to the proposed issue has been obtained: -

Not Applicable

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PART B












(“NCDs”)






subscription

N.A.






Security Unsecured

Tenor 3 years

Coupon 6.65%


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Coupon Type Fixed






borrowings / Capex and/ or for any other purpose in the ordinary course of business

of the Issuer.

The proceeds from the NCDs will not be used, either in part or full, for capital market

activities, including subscription/purchase of shares & debentures, acquisition or

purchase of land or any other speculative business activity.

Put/call option Nil
















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disbursement







disbursement
















7. Application form





















Business Day, which becomes the new redemption date, along with interest accrued

on the Debentures until but excluding the date of such payment.

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Debenture Trustee




























2018.


option







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Discount

Redemption at par






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Part C

Disclosures pertaining to wilful default

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Annexure 1- CRISIL Rating Letters

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Annexure 2

Consent Letter from Debenture Trustee

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Annexure 3

In-principle Approval from BSE

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Annexure 4


(CIN : L17124MP1947PLC000410)

Registered Office: P.O. Birlagram, Nagda – 456 331 (M.P.)

Corporate Office: Aditya Birla Centre, ‘A’ wing, 2nd Floor, S.K. Ahire Marg, Worli,

Mumbai 400 030

APPLICATION FORM

Application No.: Date:

Dear Sirs,

Sub: Issue of 5,000 Unsecured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000 (Rupees _Ten

Lakhs ) each, for cash, at par, aggregating Rs. 500 Crores on a Private Placement basis

Having read and understood the contents of the Schedule I Disclosure as per the SEBI Guidelines on Private Placement, We

apply for allotment to us of the Debenture(s). The amount payable on application is remitted herewith. We bind ourselves

by the terms and conditions as contained in the Information Memorandum of Private Placement.

(Please read carefully the instructions on the next page before filling this form)

No. of Debentures Applied for No. in Figures No. in Words

Amount (Rs) in figures:

Amount (Rs) in words:

Cheque No. /Demand Draft No. / UTR No. for

RTGS

Date Drawn on Bank

Applicant’s Name & Address in full (please use capital letters)

Name:

Address:

Pin Code:

Telephone: Fax: Email:

Contact Person: Mobile No. Email:

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Status: ( ) Banking Company ( ) Insurance Company ( ) Mutual Fund ( ) Others – please specify

Name of Authorised Signatory Designation Signature

Details of Bank Account of Applicant

Bank Name & Branch

Nature of Account

Account No.:

IFSC / NEFT Code

Depository Details of Applicant

DP Name

DP ID Client ID

(*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would

be credited to the extent of debentures allotted.

PAN / GIR No. of the

applicant IT Circle/Ward/District ( ) Not Allotted

Tax Deduction Status ( ) Fully Exempt ( ) Tax to be deducted at Source ( ) Yes ( ) No

Sign & Seal

---------------------------------------------------------------------------- (Tear here) -------------------------------------------------------


(CIN : L17124MP1947PLC000410)

Registered Office: P.O. Birlagram, Nagda – 456 331 (M.P.)

Corporate Office: Aditya Birla Centre, ‘A’ wing, 2nd Floor, S.K. Ahire Marg, Worli,

Mumbai 400 030

ACKNOWLEDGEMENT SLIP

Application No: _______ Date: ____________,

Received From _______________________________________________________________________

Rs. ___________________________/- By Cheque / Demand Draft / RTGS / NEFT No _____________________

drawn on ______________________________________________ towards application for

___________________________________ Debentures. (Cheque / Demand Draft / RTGS are subject to realization).

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INSTRUCTIONS

1. Application Form must be completed in full in BLOCK LETTERS IN ENGLISH.

2. Signatures should be made in English or in any of the Indian languages. Signature in a language other than

English must be attested by an authorized official of a Bank or by a magistrate / notary public under his / her

official seal.

3. The full amount of Debenture has to be paid alongwith the application form .

4. The payment through RTGS should made to the clearing account of BSE.

5. Debentures will be allotted in demat form only. Please update / inform your bank/mandate/ECS details to

your DP.

6. Please mention your Permanent Account Number or the GIR number allotted under Income Tax Act, 1961

and the Income Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted,

the fact of non-allotment should be mentioned in the application form in space provided.

7. Receipt of Application will be acknowledged in the “Acknowledgement Slip” appearing below the

Application Form. No separate receipt will be issued.

8. The application is to be accompanied by bank account details and MICR code of the bank for the purpose of

availing direct credit of interest and all amounts through electronic transfer of funds or RTGS.

9. The application would be accepted as per the terms of the issue outlined in the Information Document /

Disclosure Document.

10. Documents to be provided by investors

Investors need to submit the following documentation, along with the application form, as applicable:

Memorandum and Articles of Association/ Documents Governing Constitution;

Resolution authorizing investment;

Certified True Copy of the Power of Attorney;

Form 15 AA for investors seeking exemption from Tax deduction at source from interest on the

application money;

Specimen signatures of the authorised signatories duly certified by an appropriate authority;

SEBI, IRDA Registration Certificate (for Mutual Funds, insurance etc.);

Copy of PAN

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Annexure 5

Board Resolution

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Annexure 6- HALF YEARLY RESULTS (CONSOLIDATED AND STANDALONE) FOR THE QUARTER

AND HALF YEAR ENDED 30TH SEPTEMBER, 2019

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