page 1 of 109...its letter dated 2nd june, 2020 assigned a rating of crisil aaa with a stable...
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Page 1 of 109
Grasim Industries Limited
(CIN: L17124MP1947PLC000410)
Registered Office: Birlagram, Nagda -456331 (M.P.)
Corporate Office: Grasim Industries Limited, A-2, Aditya Birla Centre,
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 5.90% 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 TO RS. TWO HUNDRED CRORE (“DEBENTURES”) (THE
“ISSUE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION AGGREGATING TO RS. THREE
HUNDRED CRORE ONLY)
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”). CRISIL has vide
its letter dated 2nd June, 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
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
Page 2 of 109
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 2nd June, 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 : 16th June, 2020
Issue Closes on : 16th June, 2020
Pay – in Date: 17th June, 2020
Deemed Date of Allotment : 17th June, 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
Page 3 of 109
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 35
DETAILS OF DIRECTORS OF THE COMPANY 36
DETAILS OF THE AUDITORS OF THE COMPANY 43
DETAILS OF THE BORROWINGS OF THE COMPANY 43
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
67
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 95
3 IN-PRINCIPLE APPROVAL FROM STOCK EXCHANGE 97
4 APPLICATION FORM 98
5 COPY OF BOARD RESOLUTION 101
6 HALF YEARLY RESULTS (CONSOLIDATED AND STANDALONE) FOR THE
QUARTER AND HALF YEAR ENDED 30TH SEPTEMBER, 2019
103
7 LIMITED REVIEW RESULTS (CONSOLIDATED AND STANDALONE) FOR
THE NINE MONTH ENDED 31ST DECEMBER, 2019
105
Page 4 of 109
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 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.
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 17th June, 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
Page 5 of 109
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
Page 6 of 109
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
Page 7 of 109
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
Page 8 of 109
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 EXPRESSLY 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.
.
Page 9 of 109
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.
16
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.
17-22
d. Brief particulars of the management of the Company. 23
e. Names, addresses, Director Identification Number (DIN) and
occupations of the directors.
36
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:
50
(i) Statutory dues; 50
(ii) Debentures and interest thereon; 50
(iii) Deposits and interest thereon; and 50
(iv) Loan from any bank or financial institution and interest thereon 50
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
1
2. PARTICULARS OF THE OFFER
a. Financial position of the Company for the last 3 financial years 52-59
b. Date of passing of Board resolution. 101
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
70-75
e. Price at which the security is being offered including the premium,
if any, along with justification of the price
70-75
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
81
i. The proposed time within which the allotment shall be completed 70-75
j. The change in control, if any, in the company that would occur
consequent to the private placement
50
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.
60-62
c. Remuneration of directors (during the current year and last three
financial years).
41-42
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.
62-67
e. Summary of reservations or qualifications or adverse remarks of
auditors in the last three 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.
52-59
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.
67-69
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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
60
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 70-75
(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.
52-59
e. Audited Cash Flow Statement for the three years immediately preceding
the date of circulation of offer letter.
52-59
f. Any change in accounting policies during the last three years and their
effect on the profits and the reserves of the Company.
52-59
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
Page 12 of 109
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.
Page 13 of 109
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.
Page 14 of 109
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.
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.
Page 15 of 109
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.
Page 16 of 109
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
Grasim Industries Limited
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
IDBI Trusteeship Services Ltd
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
Page 17 of 109
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.
Page 18 of 109
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.
Page 19 of 109
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 FY 2019-20, 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.
Page 20 of 109
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.2,66,988 Cr (FY20)
Aditya Birla Finance lending book (Includes Housing) stood at Rs.59,159 Cr.(FY20)
Total Gross Premium stood at Rs. 8,010 Cr. (FY20)
Page 21 of 109
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)
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.
Page 22 of 109
(g) 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
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
Grasim’s corporate structure as on 31st December, 2019 is as follows:
Page 23 of 109
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, 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, 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.
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; Mr. Ashish Adukia is appointed as Chief Financial Officer of the Company w.e.f. 1st July 2019 and
Mr. Mohanraj is appointed as Non-Executive Independent Director of Grasim Industries Limited w.e.f.12th July 2019.
Mr. M. L. Apte and Mr. B. V. Bhargava expressed their unwillingness to be re-appointed as Independent Directors
for a second term, accordingly their term as Independent Directors expired post conclusion of 72nd Annual General
Meeting of the Company held on 23rd August 2019.
Mr. Himanshu Kapania ceased to be Vice Chairman & Director of the Company w.e.f. closing of business hours of
31st December 2019.
Ms. Usha Sangwan, ceased to be Non-Executive Director of the Company w.e.f. 16th May 2020
Page 24 of 109
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
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
Page 25 of 109
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 March, 2020:
Share Capital Details as on 31st March, 2020
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 March, 2020) 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
cumulative preference shares of Rs. 100 (Rupees
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.
Page 26 of 109
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%
redeemable cumulative preference shares of Rs.
100 (Rupees One hundred) each of Series “A”,
1,00,000 (one Lakh) 8.57% redeemable
cumulative preference shares of Rs. 100 (Rupees
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%
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
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 cumulative
preference shares of Rs. 100
(Rupees one hundred) each and
50,000 (fifty thousand) 11%
redeemable cumulative
preference shares of Rs. 100
(Rupees one hundred) each.
The Authorized Share Capital
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
cumulative preference shares
of Rs. 100 (Rupees One
hundred) each of Series “A”,
1,00,000 (one Lakh) 8.57%
redeemable cumulative
preference shares of Rs. 100
(Rupees 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% redeemable cumulative
preference shares of Rs. 100
(Rupees One hundred) each.
The Authorized Share Capital
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.
Page 27 of 109
(iii) Equity Share Capital History of the Company in the past five years, till the last quarter end 31st March, 2020:
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 -
21.05.2014 700 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,28,294 91,82,82,940 1513 -
21.05.2014 200 10 1594 Cash Shares allotted to the
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 -
20.06.2014 473 10 2279 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,34,338 91,83,43,380 2269 -
14.08.2014 8,662 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,43,000 91,84,30,000 1513 -
14.08.2014 500 10 1594 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,43,500 91,84,35,000 1584 -
14.08.2014 472 10 2279 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,43,972 91,84,39,720 2269 -
20.09.2014 1,833 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,45,805 91,84,58,050 1513 -
20.10.2014 260 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,46,065 91,84,60,650 1513 -
20.11.2014 1,290 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,47,355 91,84,73,550 1513 -
20.12.2014 1,472 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,48,827 91,84,88,270 1513 -
Page 28 of 109
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)
27.01.2015 745 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,49,572 91,84,95,720 1513 -
27.01.2015 537 10 1594 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,50,109 91,85,01,090 1584 -
27.01.2015 2,076 10 2279 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,52,185 91,85,21,850 2269 -
20.04.2015 100 10 2583 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,18,52,285 91,85,22,850 2573 -
20.04.2015 172 10 1513 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,18,52,457 91,85,24,570 1503 -
21.05.2015 300 10 1513 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,52,757 91,85,27,570 1503 -
26.06.2015 1,036 10 1584 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,53,793 91,85,37,930 1574 -
27.08.2015 1,000 10 2593 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,18,54,793 91,85,47,930 2583 -
27.08.2015 9,148 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,18,63,941 91,86,39,410 1513 -
21.09.2015 100 10 2593 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,18,64,041 91,86,40,410 2583 -
21.09.2015 473 10 2279 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,18,64,514 91,86,45,140 2269 -
21.09.2015 2,135 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,18,66,649 91,86,66,490 1513 -
Page 29 of 109
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)
26.11.2015 1,273 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,18,67,922 91,86,79,220 1513 -
18.12.2015 746 10 1523 Cash Shares allotted to the
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 -
21.01.2016 150 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,33,30,475 93,33,04,750 1513 -
21.01.2016 472 10 2279 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,33,30,947 93,33,09,470 2269 -
21.01.2016 833 10 2593 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,33,31,780 93,33,17,800 2583 -
20.02.2016 12,090 10 1440 Cash Shares allotted to the
Employees under
ESOS, 2006
9,33,43,870 93,34,38,700 1430 -
20.02.2016 1,886 10 2279 Cash Shares allotted to the
Employees under
ESOS, 2006
9,33,45,756 93,34,57,560 2269 -
20.02.2016 350 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,33,46,106 93,34,61,060 1513 -
26.05.2016 450 10 1440 Cash Shares allotted to the
Employees under
ESOS, 2006
9,33,46,556 93,34,65,560 1430 -
26.05.2016 973 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,33,47,529 93,34,75,290 1513 -
26.07.2016 673 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006
9,33,48,202 93,34,82,020 1513 -
Page 30 of 109
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)
23.08.2016 6,715 10 1523 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,33,54,917 93,35,49,170 1513 -
23.08.2016 1,295 10 1440 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
9,33,56,212 93,35,62,120 1430 -
23.08.2016 600 10 2593 Cash Shares allotted to the
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 -
01.12.2016 1,500 2 518.60 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
46,67,87,920 93,35,75,840 516.60 -
01.12.2016 9,140 2 2 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
46,67,97,060 93,35,94,120 0 -
09.01.2017 4,455 2 2 Cash Shares allotted to the
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 -
13.02.2017 2,365 2 455.80 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
46,68,03,885 93,36,07,770 453.80 -
13.02.2017 5,320 2 2 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
46,68,09,205 93,36,18,410 0 -
16.03.2017 2,000 2 542.80 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
46,68,11,205 93,36,22,410 540.80 -
Page 31 of 109
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)
16.03.2017 6,665 2 2 Cash Shares allotted to the
Employees under
ESOS, 2006
46,68,17,870 93,36,35,740 0 -
16.03.2017 10,665 2 518.60 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
46,68,28,535 93,36,57,070 516.60 -
16.03.2017 8,575 2 2 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
46,68,37,110 93,36,74,220 0 -
03.04.2017 19,915 2 288 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
46,68,57,025 93,37,14,050 286.00 -
03.04.2017 5,165 2 518.60 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
46,68,62,190 93,37,24,380 516.60 -
02.06.2017 5,775 2 2 Cash Shares allotted to the
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 -
13.07.2017 2,915 2 2 Cash Shares allotted to the
Employees under
ESOS, 2013
65,73,33,545 1,31,46,67,090 0 -
23.03.2018 8,725 2 274.00 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,73,42,270
1,31,46,84,540
272.00
-
23.03.2018 22,350 2 528.80 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,73,64,620 1,31,47,29,240 526.80 -
23.03.2018 6,815 2 2 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,73,71,435 1,31,47,42,870 0 -
Page 32 of 109
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)
04.05.2018 5,000 2 5316 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,376,435 131,47,52,870 0 -
04.05.2018 3,500 2 528.8 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,379,935 131,47,59,870 0 -
04.05.2018 3687 2 380 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,383,622 13147,67,244 0 -
04.05.2018 11439 2 2 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,395,061 131,47,90,122 0 -
28.05.2018 17455 2 274 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,412,516 131,48,25,032 0 -
28.05.2018 2458 2 380 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,414,974 131,48,29,948 0 -
28.05.2018 8284 2 380 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,423,258 131,48,46,516 0 -
13.06.2018 2365 2 304.8 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,425,623 131,48,51,246 0 -
13.06.2018 14400 2 528.8 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,440,023 131,48,80,046 0 -
21.06.2018 54915 2 274 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,494,938 131,49,89,876 0 -
21.06.2018 83315 2 528.8 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,578,253 131,51,56,506 0 -
Page 33 of 109
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)
27.08.2018 6100 2 531.6 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,584,353 131,51,68,706 0 -
27.08.2018 1535 2 449 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,585,888 131,51,71,776 0 -
27.08.2018 2316 2 380 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,588,204 131,51,76,408 0 -
27.08.2018 3084 2 2 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
657,591,288 131,51,82,576 0 -
29.01.2019 1000 2 531.60 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,75,92,288 131,51,84,576 0 -
29.01.2019 2275 2 528.80 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,75,94,563 131,51,89,126 0 -
29.01.2019 3800 2 2.00 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,75,98,363 131,51,96,726 0 -
02.05.2019 3348 2 531.60 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,76,01,711 131,52,03,422 0 -
02.05.2019 7329 2 449.00 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,76,09,040 131,52,18,080 0 -
05.07.2019 2360 2 304.80 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,76,11,400 131,50,22,800 0 -
05.07.2019 3347 2 531.60 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,76,14,747 131,50,29,494 0 -
Page 34 of 109
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)
05.07.2019 3072 2 648.00 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,76,17,819 131,50,35,638 0 -
21.08.2019 54915 2 274.00 Cash Shares allotted to the
Employees under
ESOS, 2006
65,76,72,734 131,53,45,468 0 -
24.10.2019 2225 2 531.60 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,76,74,959 131,53,49,918 0 -
24.10.2019 121750 2 528.80 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,77,96,709 131,55,93,418 0 -
24.10.2019 2229 2 2.00 Cash Shares allotted to the
Employees under
ESOS, 2006 & 2013
65,77,98,938 131,55,97,876 0 -
Page 35 of 109
(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. 4th 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 March, 2020
(i) Shareholding pattern of the Company as on 31st March, 2020
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)
26,48,47,734 26,48,47,734 40.26
2. Mutual Fund 6,34,91,057 6,34,52,213 9.65
3. Alternative Investment Fund 7,12,512 7,12,512 0.11
4. Foreign Portfolio Investors 8,89,33,166 8,89,25,186 13.52
5. Financial Institutions / Banks 13,15,339 12,66,618
0.20
6. Insurance Companies 8,48,73,201 8,48,55,249 12.90
7. Central Government / State Government 9,156
7,906
0.00
Page 36 of 109
Sr. No. Category
No. of Shares
held
No. of Shares
held in
Demat Form
% to total
equity
8. Individual Shareholders 6,42,59,794 5,89,83,389 9.77
9. NBFC 3,847
3,847
0.00
10. Trust 54,60,555 54,35,039 0.83
11. Overseas Corporate Bodies 1,31,15,226 0 1.99
12. Bodies Corporate 4,69,57,776 4,66,24,115 7.14
13. Clearing Members 9,91,274 9,91,274 0.15
14. Non-Resident Indians 48,90,092 38,31,637 0.74
15. Foreign National 19,769 19,769 0.00
16. IEPF 25,70,691 25,70,691 0.39
17. GDR (Public) 1,39,90,374 1,39,89,624 2.13
18. Shares held by Employee Trust 13,57,375 13,57,375 0.21
Total 65,76,72,734 63,73,53,240 100.00
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 March, 2020
Sr.
No.
Shareholder’s Name No. of
Shares
% of
Shares
1. BIRLA GROUP HOLDINGS PRIVATE LIMITED 12,50,04,398 19.00
2. LIFE INSURANCE CORPORATION OF INDIA 6,64,93,016 10.11
3. CITIBANK N.A. NEW YORK, NYADR DEPARTMENT 3,80,01,144 5.78
4. IGH HOLDINGS PRIVATE LIMITED 3,36,28,393 5.11
5. HINDALCO INDUSTRIES LIMITED 2,82,22,468 4.29
6. UMANG COMMERCIAL COMPANY PRIVATE
LIMITED 2,67,46,262 4.07
7. PILANI INVESTMENT AND INDUSTRIES
CORPORATION LTD. 2,47,14,527 3.76
8. ICICI PRUDENTIAL LIFE INSURANCE COMPANY
LIMITED 75,16,169 1.14
9. ICICI PRUDENTIAL VALUE DISCOVERY FUND 69,33,933 1.05
10. SHAMYAK INVESTMENT PRIVATE LIMITED 64,89,582 0.99
E. Details of the Directors of the Company:-
(i) Current Directors as on 10th June, 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
Industrialist 52 Mangal Adityayan,
20 Carmichael
14.10.1992 Hindalco Industries Limited
Aditya Birla Sun Life AMC
Page 37 of 109
Sr.
No.
Name,
Designation and
DIN
Occupation Age
(yrs)
Address Director
of the
company
since
Details of other directorships
Chairman – Non-
Executive
DIN: 00012813
Road, Behind
Jaslok Hospital,
Mumbai - 400 026
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
Air India Limited
Aditya Birla New Age Private
Limited
Aditya Marketing &
Manufacturing Private Limited
Page 38 of 109
Sr.
No.
Name,
Designation and
DIN
Occupation Age
(yrs)
Address Director
of the
company
since
Details of other directorships
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 Textiles 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 60 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
Page 39 of 109
Sr.
No.
Name,
Designation and
DIN
Occupation Age
(yrs)
Address Director
of the
company
since
Details of other directorships
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 76 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 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
9. Ms Anita
Ramachandran
Consultant 64 2401/2402, A
Wing, Raheja
Atlantis, Ganpat
14.08.2018 Godrej & Boyce Mfg. Co. Ltd
Rane (Madras) Ltd
Kotak Mahindra Life Insurance
Page 40 of 109
Sr.
No.
Name,
Designation and
DIN
Occupation Age
(yrs)
Address Director
of the
company
since
Details of other directorships
Independent
Director
DIN: 00118188
Rao Kadam Marg,
Lower Parel,
Mumbai- 400 013
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.
Metropolis Healthcare Limited
Happiest Minds Technologies
Limited
10. Mr. N. Mohanraj
(appointed w.e.f.
12th July 2019)
Independent
Director
DIN: 00181969
Professional 66 Plot No.16, 1st
Floor,
Sri Kamakshi
Nagar,
Mugalivakkam,
Kancheepuram,
Chennai -600125.
12.07.2019 LTIDPL Indvit Services
Limited
Veritas Finance Private
Limited
(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
Independent Director
DIN: 00292757
Appointed w.e.f. 7th May 2016 - -
Page 41 of 109
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
Resigned w.e.f. 16th May 2020 23rd May 2018 -
Mr. Himanshu Kapania
Vice Chairman
DIN: 03387441
Ceased to be Director and Vice Chairman
w.e.f. closing of business hours on 31st
December 2019
14th August 2018 -
Ms. Anita Ramachandran
Independent Director
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
Independent Director
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 -
(iii) Remuneration of Directors
Non-Executive Director
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
Page 42 of 109
Name of Director Total sitting fees and commission (as applicable)
Apr – Dec’19 Fiscal 2019 Fiscal 2018 Fiscal 2017
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
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.
Page 43 of 109
(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
(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 March, 2020:-
(i) Details of Secured Loan Facilities as on 31st March, 2020:
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 16.06 9% of loan in
4 equal
installments
starting from
Aug 2016 ,
Exclusive
charge on
certain
specific PPE
of Nagda
AAA
(Stable) –
CRISIL
/CARE
Standard
Page 44 of 109
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
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
(Staple Fibre
Division)
HDFC
Bank
Rupee Term
Loan
15.77 9.78 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
each, next 4
instalments of
Rs 0.63 Crore
each and last 5
instalments of
Rs 1.70 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
Kotak
Bank
Rupee Term
Loan
22.44 7.18 20 quarterly
instalments
from 3rd
September,
2016. First
four
instalments of
Rs 0.56 Crore
each, next 8
Term loan
secured by
way of first
pari passu
charge
created by
hypothecatio
n of the
entire
AAA
(Stable) –
CRISIL
/CARE
Standard
Page 45 of 109
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
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
movable
properties of
the
Company’s
Rayon
Division
Plant at
Veraval and
Textile
Division
Plant at
Rishra
TDB Rupee Term
Loan
250.00 222.40 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
(ii) Details of Secured Short Term Loan Facilities as on 31st March, 2020
Sr.
No.
Lender
Name
Amount
Sanctioned(Rs. in
crores)
Amount outstanding
(Rs. in crores)
Security Details Asset
classification
Fund
Based
Non
Fund
Based
Fund
Based
Non Fund
Based
1 Bank Of
America
85.00
-
-
-
2 Canara Bank
Page 46 of 109
Sr.
No.
Lender
Name
Amount
Sanctioned(Rs. in
crores)
Amount outstanding
(Rs. in crores)
Security Details Asset
classification
Fund
Based
Non
Fund
Based
Fund
Based
Non Fund
Based
5.00 - - -
First Charge on
Receivables and
Inventory of
Finished goods,
work in progress
and stores &
spares in favour
of SBI as lead
bank
3 Citi Bank
5.00
-
-
-
Standard
4 HDFC Bank
250.00
350.00
42.44
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
99.5
119.68
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
-
-
14 Special
Banking
Arrangement
PNB
322.14
-
322.14
-
Hypothecation of
stocks, Book
debts of Indogulf
Unit
Standard
TOTAL
922.14
700.00
464.08
469.68
Credit rating - All secured short term loan facilities are rated A1+
Page 47 of 109
Details of Unsecured Loan Facilities as on 31st March, 2020
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
State Government PICUP Loan 5.84 5.84
Repayable on 7th
August 2023 Unsecured No Standard
Uttar Pradesh
State Government PICUP Loan 6.36 6.36
Repayable on 25th
December 2023 Unsecured No Standard
Uttar Pradesh
State Government PICUP Loan 7.68 7.68
Repayable on 29th
October, 2024 Unsecured No Standard
Uttar Pradesh
State Government PICUP Loan 5.45 5.45
Repayable on 17th
May, 2025 Unsecured No Standard
Uttar Pradesh
State Government PICUP Loan 2.95 2.95
Repayable on 17th
November, 2025 Unsecured No Standard
Uttar Pradesh
State Government PICUP Loan 0.45 0.45
Repayable on 30th
November, 2024 Unsecured No Standard
Uttar Pradesh
State Government PICUP Loan 0.7 0.7
Repayable on 4th
November, 2025 Unsecured No Standard
Uttar Pradesh
State Government PICUP Loan 0.7 0.7
Repayable on 3rd
January 2027 Unsecured No Standard
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 March, 2020:
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
Page 48 of 109
Debentu
re
Tenor / Coupon Amount
(Rs. in
Crores)
Date of
Allotment
Redemption
Date/Schedule
Credit
Rating
Secured/
unsecured
Security
Series Period of
Maturity
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
date of
allotment
7.85% Issued and
Outstanding :
Rs. 500 cr
02.04.2019
15.04.2024
ICRA
AAA
(Stable) /
CRISIL
AAA
(Stable)
Unsecured NIL
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
INE047
A08166
3 years
from the
date of
allotment
6.65% Issued and
Outstanding :
Rs. 500 cr
17.02.2020
17.02.2023
ICRA
AAA
(Stable) /
CRISIL
AAA
(Stable)
Unsecured NIL
(iv) List of Top Ten Debenture Holders as on 31st March, 2020:
Sr.
No.
Debenture holder’s Name* No. of
Debentures
% of
Debentures
1. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED 2400 48.00
2. ICICI PRUDENTIAL SAVINGS FUND 2000 26.67
3. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED 1800 24.00
4. ICICI LOMBARD GENERAL INSURANCE COMPANY LTD 1500 30.00
5. ICICI PRUDENTIAL SAVINGS FUND 1500 15.00
6. ICICI PRUDENTIAL SHORT TERM FUND 1500 15.00
7. ICICI PRUDENTIAL CORPORATE BOND FUND 1500 15.00
8. ICICI PRUDENTIAL SAVINGS FUND 1500 15.00
9. ICICI PRUDENTIAL SHORT TERM FUND 1500 15.00
10. ICICI PRUDENTIAL CORPORATE BOND FUND 1500 15.00 *Debentures are having face value of Rs.10,00,000 each.
Page 49 of 109
(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.
(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
Amount
issued
Rs. In
Crs
Date of
allotment
Redemptio
n date/
Schedule
Credit
rating
Secured/
Unsecured
Securit
y
Other
Details
viz.
Details
of IPA,
Details
of
CRA
GIL/CP025/2019
- 2020
INE047
A14586 226 5.88%
500.00 30.10.2019 12.06.2020
A1+
Both Unsecured NIL
HDFC
Bank
Limite
d
GIL/CP026/2019
- 2020
INE047
A14594 316 5.80%
250.00 11.11.2019 22.09.2020
A1+
Both Unsecured NIL
HDFC
Bank
Limite
d
GIL/CP027/2019
- 2020
INE047
A14594 312 5.80%
200.00 15.11.2019 22.09.2020
A1+
Both Unsecured NIL
HDFC
Bank
Limite
d
S. No. Currency On behalf of Amount of guarantee (in
foreign currency)
Amount of guarantee
(INR) (exchange rate as
of 31st Mar, 2020)
1 USD Aditya Group AB 70,000,000 5,296,550,000
2 USD Domsjo Fabriker AB 30,000,000 2,269,950,000
3 INR AB Solar Limited 2,688,200,000 2,688,200,000
4 CAD AV Terrace Bay 105,000,000 5,573,662,500
5 CAD AV Group NB Inc. 75,000,000 3,981,187,500
6 SEK Domsjo Fabriker AB 250,000,000 1,868,125,000
7 USD Birla Jingwei Fibre Company Limited 60,000,000 4,539,900,000
8 INR AB Renewables Ltd. 5,220,000,000 5,220,000,000
Page 50 of 109
Series ISIN
Tenor
/
Perio
d of
matur
ity
Coupon
Amount
issued
Rs. In
Crs
Date of
allotment
Redemptio
n date/
Schedule
Credit
rating
Secured/
Unsecured
Securit
y
Other
Details
viz.
Details
of IPA,
Details
of
CRA
GIL/CP028/2019
- 2020
INE047
A14594 312 5.80%
50.00 15.11.2019 22.09.2020
A1+
Both Unsecured NIL
HDFC
Bank
Limite
d
GIL/CP029/2019
- 2020
INE047
A14602 180 5.60%
450.00 20.12.2019 17.06.2020
A1+
Both Unsecured NIL
HDFC
Bank
Limite
d
GIL/CP035/2019
- 2020
INE047
A14636 364 5.75%
50.00 11.03.2020 10.03.2021
A1+
Both Unsecured NIL
HDFC
Bank
Limite
d
GIL/CP036/2019
- 2020
INE047
A14636 364 5.75%
250.00 11.03.2020 10.03.2021
A1+
Both Unsecured NIL
HDFC
Bank
Limite
d
(vii) Details of rest of the borrowing (if any, including hybrid debt like FCCB, Optionally Convertible
Debentures / Preference Shares) as on 31st March, 2020
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
Page 51 of 109
(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 March, 2020:
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 5,86,993 5,86,993 0.09 0 0.00
2. Birla Group Holdings Private
Limited
125004398 12,50,04,398 19.01 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
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.
2,47,14,527 2,47,14,527 3.76 0 0.00
11. Birla Institute Of Technology and
Science
6,61,205 6,61,205 0.10 0 0.00
12. ECE Industries Ltd. 0 0 0.00 0 0.00
13. Renuka Investments & Finance
Limited
2,42,185 2,42,185 0.04 0 0.00
14. Birla Industrial Finance (India)
Limited
87,485 87,485 0.01 0 0.00
15. Birla Consultants Limited 87,382 87,382 0.01 0 0.00
16. Birla Industrial Investments
(India) Limited
18,657 18,657 0.00 0 0.00
17. Vikram Holdings Pvt. Ltd. 750 750 0.00 0 0.00
18. Rajratna Holdings Private
Limited
670 670 0.00 0 0.00
Page 52 of 109
19. Vaibhav Holdings Private
Limited
670 670 0.00 0 0.00
P.T. Indo Bharat Rayon* 2,00,04,020 2,00,04,020 3.04 0 0.00
P T Sunrise Bumi Textiles* 12,68,750 12,68,750 0.19 0 0.00
P T Elegant Textile Industry* 8,08,750 8,08,750 0.12 0 0.00
Thai Rayon Public Company
Limited*
19,25,000 19,25,000 0.29 0 0.00
Surya Kiran Investments Pte
Limited*
5,000 5,000 0.00 0 0.00
Total
26,48,47,734
26,48,47,734
40.26 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 30th 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
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
Page 53 of 109
Particulars
H1FY20 FY 2019 FY 2018 FY 2017
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
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
Page 54 of 109
Particulars H1FY20 FY 2019 FY 2018 FY 2017
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)
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)
Page 55 of 109
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
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) -
Page 56 of 109
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 -
Cash and Cash Equivalents Received on
acquisition of Ultratech Nathdwara Limited
(Subsidiary of UltraTech)
-
38.52
- -
Cash and Cash Equivalents Received on
acquisition of controlling Stake in Aditya
Birla Renewables Limited and Aditya Birla
Solar Limited
-
7.31
- -
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
Page 57 of 109
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)
Particulars H1FY20 FY 2019 FY 2018 FY 2017
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)
Particulars H1FY20 FY 2019 FY 2018 FY 2017
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
Page 58 of 109
Particulars H1FY20 FY 2019 FY 2018 FY 2017
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)
Page 59 of 109
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
Page 60 of 109
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 involving Kumar Mangalam Birla
1. Aditya Birla Money Limited
i. Ms. Ashima Das, a broking client of Aditya Birla Money Limited, had filed a complaint case against
Mr. Kumar Mangalam Birla and others (A C 1804 / 2012) on July 17, 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. The Company 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.
ii. Charanjeet Singh had filed Case No. 2339/02 against Mr. Kumar Mangalam Birla, Mr. S.K. Mitra and
an ex-employee of the Lucknow Branch, Ashish Goel in the Court of the Metropolitan Magistrate,
Kanpur for cheating, mischief and causing damage under Sections 417, 418, 419 and 420 of the Indian
Penal Code in relation to a hire purchase transaction of the Company. The Company then filed criminal
miscellaneous petition Nos. 8607/03 and 8608/03 on behalf of
Mr. Kumar Mangalam Birla and Mr. S.K. Mitra in the Hon’ble High Court at Allahabad under Section
482 of the Criminal Procedure Code, 1973 against Charanjeet Singh. A second-hand Maruti was taken
Page 61 of 109
under hire purchase from the Company but Charanjeet Singh alleged that registration papers were not
given to him and as a result he could not use the car as a taxi. He thus suffered losses and requested the
Court of the Metropolitan Magistrate, Kanpur to summon Mr. Kumar Mangalam Birla and Mr. S.K.
Mitra and try and convict them. Hon’ble High Court at Allahabad granted a stay on the proceedings at
the Court of the Metropolitan Magistrate, Kanpur vide its order dated October 16, 2003. The stay has
been vacated by Allahabad High Court vide its order dated April 21, 2018. The Company, as a
preventive measure, has taken out the Roznama of the Trial Court.
2. Vodafone Idea 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 invest igated the
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, 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, an ex-employee, has filed a complaint against MD. Shri Kumar Mangalam Birla,
Chairman, Sh. Himanshu Kapania and other directors & officers (total 19) of the 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 June 17, 2015. The Court has asked for investigation of the
allegations through Investigation Officer of Police Dept., however twice the I.O. got changed for
unknown reasons and finally on Aug 30, 2019 the appointed I.O. Mr. Satyendra Kr. Tewari has
submitted his report to the court. The matter is currently pending for arguments on I.O. report and then
proceed accordingly. Also, case has been transferred to Add. C.J.M. in Court No. 92 for arguments on
the report submitted by I.O.
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.
Page 62 of 109
ii. Pankaj Kumar Misra filed an application in February, 2007, before the Court of Chief Judicial Magistrate,
Sonbhadra to register an 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 FIR, registered the application as complaint U/s 190 Cr.P.C. vide order dated March
07, 2007. 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.
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 us 10(a), 10(c) of the Central Sales Tax Act, 1956 read
with Section 34 IPC and Section 409 and 477 of 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. An application was filed before the Hon'ble Court for appointing representative to present
the Company in the Legal Proceedings and remove the name of Chairman Mr. K.M Birla. The Hon'ble
Court vide order dated Feb 13, 2020 accepted the same and Chairman - Mr. K.M Birla is not part of this
legal proceedings
5. Miscellaneous
Anil Kumar, a resident of Thiruvananthapuram, South Kerala has filed a complaint on Feb 12, 2018
under Section 190 of CrPC before the honorable Judicial first class magistrate court,
Thiruvananthapuram against four accused for alleged defamation under Section 499 of IPC, and one of
them is Mr. Kumar Mangalam Birla. The status of the case is as follows: Filed petition u/s 482 of CrPC,
1973 for stay of further proceedings and thereafter quashing of criminal compliant before the Hon’ble
High Court. The Hon’ble High Court was pleased to grant the order for stay of further proceedings
pending before JMFC, Thiruvananthapuram till 21st February, 2020. The stay is extended is extended
due to Covid-19 lockdown. The next date of hearing will be scheduled post
April 30, 2020.
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
Page 63 of 109
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
Grasim Bhiwani Textiles Limited - 0.53 2.19
UltraTech Cement Limited 0.19 0.10 2.34
Aditya Birla Finance Limited - 0.01 -
Aditya Birla Sun Life AMC Limited - 0.43 -
Aditya Birla Capital Limited 0.01 - -
AV Group NB Inc. - 1.19 1.98
Aditya Birla Science and Technology
Company Private Limited 1.58 1.32 0.93
Waacox Energy Private Limited 0.37 - -
Aditya Birla Renewables SPV1 Limited 0.30 - -
Aditya Birla Renewables Limited - 0.57 -
Aditya Birla Solar Limited 0.42 0.01 -
Aditya Birla Idea Payment Bank Limited - 0.09 -
Aditya Birla Management Corporation Private
Limited 0.68 - -
Aditya Birla Renewables Subsidiary Limited 0.11 - -
Birla Carbon India Private Limited 0.95 0.88 -
Idea Cellular Limited - - 9.44
Others - - 0.67
Total 4.61 5.13 17.55
Page 64 of 109
Dividend Received: FY 2019 FY 2018 FY 2017
UltraTech Cement Limited 173.60 165.34 157.07
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 -
Purchases of Goods/Payment of Other
Services (Net of Cenvat Credit, if available) FY 2019 FY 2018 FY 2017
Grasim Bhiwani Textiles Limited - 0.27 0.53
UltraTech Cement Limited 12.05 7.58 3.07
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 -
Page 65 of 109
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 -
Aditya Birla Renewables Limited - 23.95 -
Aditya Birla Idea Payment Bank Limited - 17.75 -
Aditya Birla Solar Limited 10.35 6.30 -
Aditya Birla Renewables SPV1 Limited 18.70 7.15 -
Waacox Energy Private Limited 35.00 - -
Aditya Birla Renewables Subsidiary Limited 9.00 - -
Samruddhi Swastik Trading and Investment
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
Grasim Bhiwani Textiles Limited - 16.29 15.62
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 Limited - 23.95 -
Aditya Birla Solar Limited 14.65 2.00 -
Aditya Birla Renewables SPV1 Limited 18.70 7.15 -
Page 66 of 109
Aditya Birla Chemicals (Belgium) BVBA - 0.09 -
Aditya Birla Idea Payment Bank Limited - 17.75 -
Samruddhi Swastik Trading and Investment
Limited 0.15 - -
Waacox Energy Private Limited 35.00 - -
Aditya Birla Renewables Subsidiary Limited 9.00 - -
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 -
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
UltraTech Cement Limited 6.61 6.57 4.35
Aditya Birla Capital Limited - (0.09) -
Grasim Bhiwani Textiles Limited - - 0.68
Total 6.61 6.48 5.03
Page 67 of 109
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
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. Competition Commission of India (‘CCI’) passed an order on March 16, 2020 concluding that Grasim
Industries Limited has abused its dominant position in the relevant market of ‘the market for supply of VSF to
spinners in India by charging discriminatory prices to its customers besides imposing supplementary
obligations upon them in violation of Section 4(2)(a)(ii), (d) read with 4(1) of the Competition Act, 2002
(‘Act’).
Under the Order, CCI directs Grasim as follows:
- Cease and desist from indulging in abusive practices contravening Section 4 of the Act;
- Refrain from adopting unfair/ discriminatory pricing practices;
Page 68 of 109
- Refrain from seeking consumption details from its customers/ buyers;
- Frame a discount policy which is transparent and non-discriminatory to all market participants; make it easily
and publicly accessible/ available;
- No imposition of any end-use restriction on the buyers; it will be open to buyers to use the same for spinning
or trading or any other purpose permissible under the law.
The penalty imposed on Grasim for above case is Rs 301.62 cr.
2. After closure of the industrial units at Mavoor w.e.f. June 30, 2001 various Forest Divisions raised demands
against the Company for different amounts on different heads. Grasim denied all these demands through
separate letters and a common detailed letter dated July 21, 2003. Grasim’s stand was that if the Government
is entitled to recover any amount from the Company they can refer the matter to arbitration as Grasim’s request
for appointment of Arbitrator was pending before the High Court at that time. Grasim’s request for appointment
of arbitrator was accepted by the Supreme Court in Appeal No. CA.3180/2007 and as per the order dated April
19, 2017 a Sole Arbitrator was appointed. The Company and the government engaged Advocates for
appearance before him. Grasim filed its Statement of Claim on Aug 11, 2017 claiming a sum of Rs.291 cr with
interest at 12% per annum from Feb 01, 2002. Government filed their Counter Claim on Nov 28, 2017 claiming
a sum of Rs.11 cr. They also filed a defence statement on the same day. Later they amended their counter claim
amounting to Rs.15 cr including the claim of Kerala Forest Development Corporation. Grasim has filed its
Defence Statement to the amended counter claim on March 15, 2018. The matter is pending with the Sole
Arbitrator for trial. The case is in argument stage and last posting was on March 27, 2020 but no sitting due to
Covid19.
3. 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 October 16, 2009. Matter was decided
by Gujarat High Court in Grasim’s favour vide order dated
September 21, 2015. Department filed appeal with condonation of delay and is pending before Divisional Bench
of Gujarat High Court for admission. The aggregate amount involved in this case is Rs. 272.26 cr.
4. Grasim has filed a case against Greater Calcutta Coal Gas Company Ltd. for compensation for poor quality of
coal gas supply which was not as per agreement. The arbitration was decided against Grasim and therefore the
Company will approach the Calcutta High Court. The Company has submitted the recalling application and
hearing not done on recalling application. The amount involved is Rs. 96.08 cr.
5. The rates notified by BSEB with respect to fuel surcharge have been disputed by the Company 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 April 01, 1996 to March 31, 2001 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 June 26, 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. IA was filed in Oct 2016 for
revision of rate of fuel surcharge for the year 1998-1999 and for giving effect of remaining Rs. 77 crores in the
rate of fuel surcharge in the year 1998-1999. The hearing is pending before High Court and the amount involved
is
Rs. 62.15 cr.
6. UPSIDC has asked Grasim to pay maintenance charges on land allotted in 1983. Consequent to merger of Indo
Gulf Fertilisers in Aditya Birla Nuvo Ltd, Grasim has to enter into fresh lease agreement with UPSIDC. Though
Page 69 of 109
earlier lease also has the clause of maintenance charges but they have never asked for it. The case is pending
for final argument before Lucknow High Court and the amount involved is Rs. 52.33 cr.
7. 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.
8. 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 13th May, 2020:
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).
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 yet to be fixed.
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 562.82 Crore.
9. There are one hundred and forty-eight 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.259.45 cr as on 31st March 2020.
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:
IDBI Trusteeship Services Ltd
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
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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.
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 2nd
June , 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 20-21 I 5.90% 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.
“Relative” has the meaning given in Section 2(77) of the Companies Act, 2013.
Page 71 of 109
“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.
Instrument Fully Paid, Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures
(“NCDs”)
Rating “AAA” by CRISIL
Mode of Placement On private placement basis to eligible investors
Issue Size Rs. 200 crs
Issue Price Each debenture has a face value of Rs. 10,00,000/- and is issued at par
Option to retain over
subscription
Rs 300 crs
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 5.90%
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.
Page 72 of 109
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.
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.
Listing: The Issuer shall complete all the formalities and seek listing permission
within 15 days from the Deemed Date of Allotment. In case of delay in listing of the
Debentures beyond 20 days from the Deemed Date of Allotment, the Company shall
pay penal interest at the rate of 1% p.a. over the Coupon Rate from the expiry of 30
days from the Deemed Date of Allotment till the listing of Debentures to the
Debentureholder(s).
Debenture Trust Deed: In case the issuer fails to execute the trust deed within 90
days of allotment of debenture, the issuer shall pay additional interest of 2% p.a.to
debenture holders over and above the agreed coupon / interest.
Page 73 of 109
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
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.
Page 74 of 109
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
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 June 16, 2020
Issue Closing June 16, 2020
Pay-in Date June 17, 2020
Deemed Date of Allotment June 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 16th June, 2023
Page 75 of 109
Redemption Amount On the Final Redemption Date / Final Maturity Date, each Debenture Holder will
receive per Debenture held an amount equal to 100% of Principal Amount + Coupon
Amount
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. 200 crores ( Rupees Two Hundred Crores Only) with an option to retain oversubscription of Rs 300
crores (Rupees Three 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.
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 2nd June, 2020 from CRISIL assigning credit rating of AAA (Stable).
6. Letter from IDBI Trusteeship Services Limited giving its consent to act as debenture trustee
Page 76 of 109
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: Mentioned in information relating to the terms of offer
T. Information relating to the
terms of offer or purchase.
Security Name
Series 20-21 I 5.90% 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.
“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.
Instrument Fully Paid, Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures
(“NCDs”)
Rating “AAA” by CRISIL
Mode of Placement On private placement basis to eligible investors
Issue Size Rs. 200 crs
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Issue Price Each debenture has a face value of Rs. 10,00,000/- and is issued at par
Option to retain over
subscription
Rs 300 crs
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 5.90%
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.
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.
Page 78 of 109
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.
Listing: The Issuer shall complete all the formalities and seek listing permission
within 15 days from the Deemed Date of Allotment. In case of delay in listing of the
Debentures beyond 20 days from the Deemed Date of Allotment, the Company shall
pay penal interest at the rate of 1% p.a. over the Coupon Rate from the expiry of 30
days from the Deemed Date of Allotment till the listing of Debentures to the
Debentureholder(s).
Debenture Trust Deed: In case the issuer fails to execute the trust deed within 90
days of allotment of debenture, the issuer shall pay additional interest of 2% p.a.to
debenture holders over and above the agreed coupon / interest.
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
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3. Consent Letter from Registrar & Transfer Agent for the Issue
4. Debenture Trustee Appointment Agreement
5. Debenture Trust Deed
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
Page 80 of 109
quarterly financial information to be made available to all investors in case the issuer
becomes unlisted company
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 June 16, 2020
Issue Closing June 16, 2020
Pay-in Date June 17, 2020
Deemed Date of Allotment June 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 16th June, 2023
Redemption Amount On the Final Redemption Date / Final Maturity Date, each Debenture Holder will
receive per Debenture held an amount equal to 100% of Principal Amount + Coupon
Amount
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
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 Thursday, 17 June 2021 59,000
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2nd Coupon Friday, 17 June 2022 59,000
3rd Coupon Friday, 16 June 2023 58,838
Principal Friday, 16 June 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
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
Page 82 of 109
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.
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
Page 83 of 109
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 June, 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.
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.
Page 84 of 109
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.
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
Page 85 of 109
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
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.
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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.
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.
T. 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.
U. 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
Security Name Series 20-21 I 5.90% 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.
“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.
Instrument Fully Paid, Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures
(“NCDs”)
Rating “AAA” by CRISIL
Mode of Placement On private placement basis to eligible investors
Issue Size Rs. 200 crs
Issue Price Each debenture has a face value of Rs. 10,00,000/- and is issued at par
Option to retain over
subscription
Rs 300 crs
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 5.90%
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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.
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.
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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.
Listing: The Issuer shall complete all the formalities and seek listing permission
within 15 days from the Deemed Date of Allotment. In case of delay in listing of the
Debentures beyond 20 days from the Deemed Date of Allotment, the Company shall
pay penal interest at the rate of 1% p.a. over the Coupon Rate from the expiry of 30
days from the Deemed Date of Allotment till the listing of Debentures to the
Debentureholder(s).
Debenture Trust Deed: In case the issuer fails to execute the trust deed within 90
days of allotment of debenture, the issuer shall pay additional interest of 2% p.a.to
debenture holders over and above the agreed coupon / interest.
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
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.
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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
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 June 16, 2020
Issue Closing June 16, 2020
Pay-in Date June 17, 2020
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Deemed Date of Allotment June 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 16th June, 2023
Redemption Amount On the Final Redemption Date / Final Maturity Date, each Debenture Holder will
receive per Debenture held an amount equal to 100% of Principal Amount + Coupon
Amount
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
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Annexure 1- CRISIL Rating Letter
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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
Grasim Industries Limited
(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 2000 Unsecured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees Ten
Lakhs) each, for cash, at par, aggregating Rs. 200 Crores on a Private Placement basis with an option to retain
oversubscription of 3000 Unsecured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees
Ten Lakhs) each, for cash, at par, aggregating Rs 300 Crores.
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:
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Contact Person: Mobile No. Email:
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) -------------------------------------------------------
Grasim Industries Limited
(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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Annexure 7- LIMITED REVIEW RESULTS (CONSOLIDATED AND STANDALONE) FOR THE NINE MONTH
ENDING 31ST DECEMBER, 2019
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