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Grasim Industries Ltd.

BSE: 500300 Sector: Industrials
NSE: GRASIM ISIN Code: INE047A01021
BSE 00:00 | 24 Apr 2020 Grasim Industries Ltd
NSE 05:30 | 01 Jan 1970 Grasim Industries Ltd

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OPEN 488.00
PREVIOUS CLOSE 500.90
VOLUME 57827
52-Week high 958.55
52-Week low 380.00
P/E 20.64
Mkt Cap.(Rs cr) 32,828
Buy Price 494.00
Buy Qty 10.00
Sell Price 499.05
Sell Qty 103.00
OPEN 488.00
CLOSE 500.90
VOLUME 57827
52-Week high 958.55
52-Week low 380.00
P/E 20.64
Mkt Cap.(Rs cr) 32,828
Buy Price 494.00
Buy Qty 10.00
Sell Price 499.05
Sell Qty 103.00

Grasim Industries Ltd. (GRASIM) - Director Report


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Company director report

To the Members

Your Directors are pleased to present the 72nd Annual Reportof your Company along with the Audited Financial Statements for the financial year ended31st March 2019.

FINANCIAL HIGHLIGHTS

Your Company's financial performance for the year ended 31stMarch 2019 is summarised below:

(Rs in Crore)

Consolidated

Standalone

Particulars
2018-19 2017-18 2018-19 2017-18
Revenue from Operations 72970.64 57033.67 20550.43 16032.05
Less: Excise Duty - 1140.16 - 246.24
Net Revenue from Operations 72970.64 55893.51 20550.43 15785.81
Earnings Before Interest Taxes Depreciation and Amortisation (EBITDA) 12819.85 10883.37 4639.14 3541.54
Less: Finance Costs 1780.56 1363.98 199.05 128.13
Less: Depreciation and Amortisation Expenses 3260.45 2724.36 760.39 627.66
Profit Before Share in Profit/(Loss) of Equity Accounted Investees Exceptional Items and Tax 7778.84 6795.03 3679.70 2785.75
Share in Profit/(Loss) of Equity Accounted Investees 29.06 (727.44) - -
Exceptional Items (2574.52) (432.85) (2368.01) (272.61)
Profit Before Tax (PBT) 5233.38 5634.74 1311.69 2513.14
Tax Expenses 2457.43 1947.12 796.39 744.48
Profit for the Period Attributable to: 2775.95 3687.62 515.30 1768.66
Shareholders of the Company 1771.92 2678.58 515.30 1768.66
Non-Controlling Interest 1004.03 1009.04 - -
Other Comprehensive Income for the Year Attributable to: (2786.46) (276.65) (2798.07) (221.69)
Shareholders of the Company (2826.72) (166.05) (2798.07) (221.69)
Non-Controlling Interest 40.26 (110.60) - -
Total Comprehensive Income for the Year Attributable to: (10.51) 3410.97 (2282.77) 1546.97
Shareholders of the Company (1054.80) 2512.53 (2282.77) 1546.97
Non-Controlling Interest 1044.29 898.44 - -
Profit for the Period attributable to Shareholders of the Company 1771.92 2678.58 515.30 1768.66
Opening Balance in Retained Earnings 3453.58 3299.75 3765.46 3434.87
Gain/(Loss) on Re-measurements of Defined Benefits Plans (7.37) 15.78 (5.49) (12.87)
Gain on sale of non-current investment transferred to retained earnings from equity instruments through OCI 21.39 8.19 - 0.02
Stake Dilution in Subsidiary Companies (0.57) - - -
Transaction Cost on cancellation of Shares in UltraTech Nathdwara Cement Limited (UNCL) (0.90) - - -
Others (Increase in stake in Aditya Birla Solar Limited transfer from ESOP reserve on exercise of option and movement in Joint Venture Companies) 0.09 (1.90) - -
Subvention Money Received in subsidiary books 4.44 - - -
Idea Cellular Limited (now known as Vodafone Idea Limited) not consolidated as an Associate w.e.f. 31st August 2018 636.67 - - -
Amount available for Appropriation 5879.25 6000.40 4275.27 5190.68
Less: Transfer to Debenture Redemption Reserve (48.71) (73.68) (23.38) (23.75)
Less: Transfer to General Reserve (1084.98) (1963.36) - (1000.00)
Less: Dividend Paid on Equity Shares (including Corporate Dividend Tax) (491.5) (435.07) (455.83) (401.47)
Less: Transfer to Special Reserve Fund (107.47) (74.39) - -
Less: Transfer to Legal Reserve - (0.32) - -
Closing Balance in Retained Earnings 4146.59 3453.58 3796.06 3765.46

DIVIDEND

Based on your Company's performance the Directors are pleased torecommend for your approval a dividend of Rs 7 (Rupees Seven Only) per equityshare of Rs 2 each of your Company (dividend @350% of the face value) for the financialyear ended 31st March 2019. The dividend if approved by the members wouldinvolve a cash outflow of Rs 515.88 Crore (inclusive of Dividend Distribution Tax of Rs55.54 Crore).

In terms of the provisions of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time ("Listing Regulations") your Company hasformulated a Dividend Distribution Policy. This Policy is given in Annexure‘A' to this Report and is available on your Company's websitewww.grasim.com.

Dividend declared by your Company for the financial year ended 31stMarch 2019 is in compliance with the Dividend Distribution Policy.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer anyamount to the General Reserves for the financial year ended 31st March 2019.

PERFORMANCE REVIEW

On a consolidated basis the revenue from operations for FY 2018-19increased to Rs 72970.64 Crore which was 31% higher than that of the previous year (Rs55893.51 Crore in FY 2017-18). The consolidated EBITDA increased to Rs 12819.85Crore for FY 2018-19 which was 18% higher than that of the previous year ( Rs 10883.37Crore in FY 2017-18).

On a standalone basis revenue from operations for FY 2018-19increased to Rs 20550.43 Crore which was 30% higher than that of the previous year ( Rs15785.81 Crore in FY 2017-18). The standalone EBITDA increased to Rs 4639.14Crore for FY 2018-19 which was 31% higher than that of the previous year ( Rs 3541.54Crore in FY 2017-18).

The Management Discussion and Analysis Section focuses on yourCompany's strategies for growth and the performance review of thebusinesses/operations in depth.

STRATEGIC INITIATIVES

CHLOR ALKALI BUSINESS

During the year your Company acquired Chlor-Alkali Business("CAB") of K. P. R. Industries (India) Limited ("KPR") by way of aslump sale. This acquisition is a strategic fit and further strengthens yourCompany's leadership in the chlor-alkali sector. The CAB consists of anunder-construction 200 TPD Chlor-Alkali project at Balabhadrapuram Andhra Pradesh.

The acquisition is in line with your Company's strategy tostrengthen operations on the east coast of India. Further the purchase of apartially-completed project vis--vis a greenfield project will translate into ashorter time-to-market. The acquired Business also has the potential for futureexpansions. Once operationalised this plant along with other ongoing expansion projectswill enhance your Company's caustic soda capacity to 1457 KTPA.

Caustic soda is one of the essential inputs for the manufacture ofalumina. Given the expansion plans for the aluminium businesses it will serve as anexcellent sourcing point for leading aluminium players.

It is also used widely in various other industries viz. viscosestaple fibre water treatment pharma chemicals etc. The business is strategicallylocated in proximity of various aluminium manufacturing plants which offer significantgrowth opportunities.

The chlor-alkali division of your Company already operates sevenstate-of-the-art chlor-alkali plants pan India. The completion of this chlor-alkaliproject in Andhra Pradesh enables your Company to serve the fastest growing marketof caustic soda in India and will also catalyse growth of the chlorine downstream sectorin Andhra Pradesh.

ACQUISITION OF SOKTAS INDIA PRIVATE LIMITED (NOW KNOWN AS GRASIMPREMIUM FABRIC PRIVATE LIMITED)

During the year your Company acquired 100% equity of Soktas IndiaPrivate Limited ("SIPL") from its current promoters SKTA TEKSTILSANAYI VE TICARET ANONIM SIRKETI world renowned producer and marketer of fabrics at aconsideration of Rs 135 Crore. SIPL is in the business of manufacturing and thedistribution of premium cotton fabrics. SIPL became a wholly owned subsidiary on 29thMarch 2019 and has been renamed as Grasim Premium Fabric Private Limited (GPFPL).

Its state-of-the-art manufacturing facility is located at KolhapurMaharashtra and its plant capacity is about 10 million metres per annum of finishedfabric. GPFPL sells premium fabrics in India under the "SKTA ""Giza House" and "Excellence by SKTA " brands. GPFPL is alsoa preferred supplier to leading Indian and Global menswear brands. The acquisition is inline with your Company's Linen business strategy to strengthen its presence in thepremium fabric market. Increasing disposable income fashion and quality orientation ofIndian consumers has resulted in an increase in the demand for premium fabric over theyears. Your Company already has a significant presence in India's premium linenfabric market through its leading brand "Linen Club". It is India's toplinen fabric manufacturer. This acquisition is a compelling strategic fit with the linenbusiness and further strengthens our leadership in the premium fabric market in India.The brand Linen Club is well recognised in the evolving Indian fashion industry whichwill be further bolstered by the "SKTA " "Giza House"and "Excellence by SKTA " brands.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 (Act) read with theCompanies (Accounts) Rules 2014 Listing Regulations and Ind AS 110 - ConsolidatedFinancial Statements/and Ind AS 28 - Investment in Associates/ and Joint Ventures theAudited Consolidated Financial Statements forms integral part of this Annual Report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The following are the changes in the subsidiaries associates and jointventure companies of the Company:

Name of the Company Change in Status Effective Date
Aditya Birla Renewables Limited Became a wholly owned subsidiary 15th May 2018
Vodafone Idea Limited (formerly known as Idea Cellular Limited) Ceased to be an Associate 31st August 2018
Birla Laos Pulp & Plantations Company Limited Ceased to be the Joint Venture 18th September 2018
Sun God Trading and Investment Limited Ceased to be a direct subsidiary 29th September 2018
Aditya Birla Chemicals (Belgium) BVBA Ceased to be a subsidiary 21st January 2019
Shaktiman Mega Food Park Private Limited Ceased to be a subsidiary 22nd February 2019
Soktas India Private Limited (now known as Grasim Premium Fabric Private Limited) Became a subsidiary 29th March 2019
Aditya Birla Solar Limited Became a wholly owned subsidiary 31st March 2019

In accordance with the provisions of Section 129(3) of the CompaniesAct 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 a statementcontaining the salient features of financial statements of each of the subsidiaries/associates/joint venture companies of the Company in the prescribed Form AOC-1 is givenin Annexure ‘B' to this Report.

The said Form also highlights the financial performance of each of thesubsidiaries/associates/joint venture companies included in the CFS pursuant to Rule 8(1)of the Companies (Accounts) Rules 2014.

In accordance with the provisions of Section 136(1) of the CompaniesAct 2013 the Annual Report of your Company containing inter alia the audited standaloneand consolidated financial statements has been placed on the website of your Companywww.grasim.com. Further the audited financial statements along with related informationand other reports of each of the subsidiary companies is also available on the website ofyour Company www.grasim.com.

In accordance with Section 136 of the Companies Act 2013 thefinancial statements of the subsidiary companies and related information are available forinspection by the Members of the Company at its registered office during business hoursupto the date of the Annual General Meeting (AGM). Any Member desirous of obtaining a copyof the said financial statements may write to the Company Secretary at the RegisteredOffice of your Company.

Your Company does not have any material unlisted subsidiary company.UltraTech Cement Limited and Aditya Birla Capital Limited are the material listedsubsidiary companies of your Company. The Audit Committee and the Board reviews thefinancial statements significant transactions and working of all the subsidiarycompanies and the minutes of unlisted subsidiary companies are placed before the Board.

UltraTech Cement Limited (UltraTech)

a) The National Company Law Appellate Tribunal (NCLAT) by its orderdated 14th November 2018 approved the Resolution Plan of UltraTech foracquiring Binani Cement Limited (BCL) under the provisions of the Insolvency andBankruptcy Code 2016 as amended. BCL became a wholly-owned subsidiary of UltraTech witheffect from 20th November 2018 and it was re-named as UltraTechNathdwara Cement Limited with effect from 13th December 2018.

b) The Board of Directors of UltraTech had approved a Scheme ofDemerger amongst Century Textiles and Industries Limited (Century) and UltraTech and theirrespective shareholders and creditors (the Scheme). In terms of the Scheme Century woulddemerge its cement business into UltraTech.

The National Company Law Tribunal Mumbai Bench (NCLT) has by its Orderdated 3rd July 2019 approved the Scheme and has fixed the Appointed Date as 20thMay 2018. The Scheme will be effective upon receipt of the required regulatory approvalsfor transfer of mining leases.

The Consolidated Financial Statements of the Company for the FY 2018-19included in this Annual Report are without giving impact of the Scheme.

Aditya Birla Capital Limited (ABCL)

a) ABCL and Aditya Birla ARC Limited a subsidiary of the ABCL enteredinto a strategic joint venture with Varde Partners ("Varde") and created a jointplatform to pursue investments in stressed and distressed assets in India. Varde is aglobal investment adviser focused on credit and value investing strategies.

b) The National Company Law Tribunal Ahmedabad Bench by its orderdated 14th November 2018 approved of the amalgamation of Aditya Birla MoneyLimited ("ABML") and Aditya Birla Commodities Broking Limited("ABCBL") with effect from 14th December 2018. ABML is asubsidiary of ABCL and ABCBL is a wholly owned subsidiary of ABML and a step-downsubsidiary of ABCL.

Your Company has in accordance with the amendments to theListing Regulations revised the Policy for determining Material Subsidiaries. Thesaid Policy is available on your Company's website www.grasim.com

SHARE CAPITAL

During the FY 2018-19:

• your Company allotted 226928 equity shares of Rs 2/-each pursuant to the exercise of Stock Options and Restricted Stock Units in terms of theEmployees Stock Option Schemes of your Company.

• your Company has not issued any shares with differential votingrights or any sweat equity shares.

PURCHASE OF TREASURY SHARES

The Grasim Employees' Welfare Trust constituted in terms of theCompany's Employee Stock Option Scheme 2018 ("ESOS 2018") acquired1357375 equity shares of your Company from the secondary market to be allotted to theeligible employees under ESOS 2018. As per the Ind AS purchase of own equityshares are treated as treasury shares.

DEPOSITS

During the year under review your Company has not accepted or renewedany deposits within the meaning of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 and as such no amount of principal orinterest was outstanding as on the date of the Balance Sheet.

ISSUE OF NON-CONVERTIBLE DEBENTURES

On 26th March 2019 your Company has issued and allotted5000 7.65% fully paid-up Unsecured Redeemable Non-Convertible Debentures of facevalue of Rupees Ten Lakh each having a tenure of 3 years and 20 days withmaturity date being 15th April 2022 at an issue price of Rupees Ten Lakh eachaggregating to Rs 500 Crore on private placement basis.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 disclosures on particularsrelating to loans advances and investments as on 31st March 2019 are given inthe Notes to the Financial Statements. There are no guarantees issued or securitiesprovided by your Company in terms of Section 186 of the Companies Act 2013 read with theRules issued thereunder.

ABRIDGED ANNUAL REPORT

In terms of the provisions of Section 136(1) of the Companies Act2013 Rule 10 of Companies (Accounts) Rules 2014 and Regulation 36 of the ListingRegulations the Board of Directors has decided to circulate the Abridged Annual Reportcontaining salient features of the Balance Sheet and Statement of Profit and Loss andother documents to the shareholders for the FY 2018-19 under the relevant laws.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of the Listing Regulations is presented in aseparate section and forms an integral part of this Report. It inter alia providesdetails about the Indian economy business performance review of the Companies variousbusinesses and other material developments during the FY 2018-19.

CORPORATE GOVERNANCE

Your Directors re-affirm their continued commitment to the bestpractices of Corporate Governance. Corporate Governance principles form an integral partof the core values of your Company.

In terms of Regulation 34 of the Listing Regulations a separate reporton Corporate Governance along with a certificate from the Auditors on its compliance isgiven in Annexure ‘C' to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

In accordance with the provisions of Section 152 and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment &Qualification of Directors) Rules 2014 and the Articles of Association of the CompanyMr. Kumar Mangalam Birla (DIN: 00012813) and Ms. Usha Sangwan (DIN: 02609263)Non-Executive Directors of your Company are liable to retire by rotation at the ensuingAnnual General Meeting (AGM) and being eligible have offered themselves forre-appointment. Resolutions seeking shareholders' approval for the re-appointmentof Mr. Kumar Mangalam Birla and Ms. Usha Sangwan have been included in the Noticeof the ensuing AGM.

In terms of the Regulation 17(1A) of the Listing Regulations approvalof the shareholders by way of a special resolution is required for the continuation ofdirectorship of non-executive directors who have attained the age of 75 years.

Mr. Arun Thiagarajan (DIN: 00292757) Independent Director of yourCompany will attain the age of 75 years in September 2019. The Nomination andRemuneration Committee had after considering various attributes including the experienceof Mr. Thiagarajan recommended his continuation as Non-Executive IndependentDirector on the Board of the Company till the end of his term. Based on therecommendation of the Nomination and Remuneration Committee the Board has subject to theapproval of the shareholders consented to the continuation of Directorship of Mr. ArunThiagarajan till the end of his tenure. Shareholders' approval by way of a specialresolution for the continuation of Directorship of Mr. Arun Thiagarajan till the end ofhis tenure has been included in the Notice of the ensuing AGM.

Mr. Cyril Shroff Dr. Thomas M. Connelly Jr. Mr. M. L. Apte and Mr.B. V. Bhargava were appointed as Independent Directors at the AGM of your Company held on6th September 2014 for a period of 5 consecutive years. Mr. O. P. Rungta wasappointed as an Independent Director at the AGM of your Company held on 19thSeptember 2015 for a term of 5 consecutive years with effect from 25thSeptember 2014.

Based on the report of performance evaluation and the recommendationsof the Nomination and Remuneration Committee the Board has subject to the approval ofthe shareholders approved the re-appointment of the following IndependentDirectors:

- Mr. Cyril Shroff and Dr. Thomas M. Connelly Jr. for a further termof 5 years commencing from 23rd August 2019;

- Mr. O. P. Rungta for a further term of 5 years commencing from 25thSeptember 2019

Shareholders' approval by way of special resolutions for the aboveIndependent Directors have been included in the Notice of the ensuing AGM.

Mr. M. L. Apte and Mr. B. V. Bhargava whose existing term of office asIndependent Directors is up to the conclusion of the ensuing AGM and who are eligible forre-appointment as Independent Directors have expressed their unwillingness to bere-appointed at the ensuing AGM due to personal reasons. The Board placed on record itsdeep appreciation for the contribution made by Mr. M. L. Apte and Mr. B. V.Bhargava during their tenure as Independent Directors of the Company.

Subject to the approval of the shareholders and based on therecommendations of the Nomination and Remuneration Committee the Board at its meetingheld on 12th July 2019 appointed Mr. N. Mohanraj (DIN: 00181969) as anAdditional Independent Director of the Company for a period of 5 years commencing from 12thJuly 2019.

The resolution seeking the appointment of Mr. N. Mohanraj as anIndependent Director has been included in the Notice of the ensuing AGM.

Your Directors commend the Resolutions for your approval for theaforesaid appointment/ re-appointment continuation.

A brief resume of the Directors being appointed forms part of theNotice of the ensuing AGM.

Pursuant to the Group's Policy of rotation of senior leaders Mr.Sushil Agarwal Whole-time Director & CFO has relinquished his role as Chief FinancialOfficer of Grasim Industries Limited and as a member of its Board with effect from theclose of business hours on 30th June 2019. Mr. Agarwal has ceased to bea Director on the Board of the Company with effect from close of business hours on 30thJune 2019.

Mr. Sushil Agarwal was appointed as the Chief Financial Officer of theCompany and inducted as a Whole-time Director on the Board of the Company with effectfrom 1st July 2015. He was given additional responsibility of Group ChiefFinancial Officer (Group CFO) on 1st April 2016.

Mr. Sushil Agarwal has made significant contributions to yourCompany's growth notable being the amalgamation of Aditya Birla Chemicals (India)Limited with Grasim Industries Limited merger of Aditya Birla Nuvo Limited with GrasimIndustries Limited and demerger of its financial services business to Aditya Birla CapitalLimited and other merger and acquisition transactions.

Mr. Sushil Agarwal is a long-serving member of the Aditya Birla Groupand has held variety of roles across the Group. Over 30 years with the Group he hasclosely worked with several businesses of the Group including Financial Services where hewas the COO of Birla Global Finance Limited and the CEO of Birla Insurance Advisory. Hewas conferred the Chairman's Award as an Exceptional Achiever in 2000 and anOutstanding Leader Award in the year 2013.

The Board placed on record its deep appreciation for thesubstantial contribution and services rendered by Mr. Sushil Agarwal during his tenurewith your Company as the Whole- time Director & CFO.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 Key Managerial Personnel of the Company as on 31st March 2019 areMr. Dilip Gaur Managing Director Mr. Sushil Agarwal Whole-time Director & ChiefFinancial Officer and Mrs. Hutokshi R. Wadia President and Company Secretary.

Consequent to Mr. Sushil Agarwal relinquishing his office asWhole-time Director & CFO he ceased to be the Key Managerial Personnel of theCompany with effect from the close of business hours on 30th June 2019.

In line with the Group's talent movement plans and itsstrategy of bringing talent into significant roles and based on the recommendationsof the Nomination and Remuneration Committee and Audit Committee the Board ofDirectors at its meeting held on 24th May 2019 appointed Mr. AshishAdukia as the Chief Financial Officer of the Company with effect from 1st July2019.

Mr. Ashish Adukia joined the Group in August 2014 as President andHead-Group Corporate Finance Aditya Birla Management Corporation Private Limited. In hislast role Mr. Adukia was Senior President and Head-Group Corporate Finance.He has contributed significantly to mergers and acquisitions and capital raisinginitiatives of the Group and has been responsible for Business Planning and the GroupMIS amongst other key financial initiatives. He has worked closely with the Chairman andBusiness Leaders on many strategic and critical projects maximising value creation fromthe Corporate Centre to the Group's key business issues. His major contributionsinclude systematically providing funding solutions and meeting objectives of costoptimization and long-term impact providing capital restructuring solutions and numerousmajor mergers and acquisition transactions within the Group.

Prior to joining the Group Mr. Adukia was Executive Director –Investment Banking at Morgan Stanley India Co. Ltd. Earlier in his career he has beenwith Citigroup and PriceWaterhouse Coopers Private Limited.

MEETINGS OF THE BOARD

The Board of Directors of the Company met 4 times during the year todeliberate on various matters. The meetings were held on 23rd May 201814th August 2018 14th November 2018 and 7th February2019. Further details are provided in the Corporate Governance Report which forms anintegral part of this Annual Report.

DECLARATION OF INDEPENDENCE

Definition of ‘Independence' of Directors is derived fromRegulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act2013 and Rules framed thereunder. Your Company has received declarations from all theIndependent Directors of your Company confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the Listing Regulations.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the ListingRegulations the Board of Directors has carried out an annual evaluation of its ownperformance its Committees Independent Directors Non-Executive Directors ExecutiveDirectors and the Chairman of the Board.

The Nomination and Remuneration Committee of the Board has laid downthe manner in which formal annual evaluation of the performance of the Board itsCommittees and Individual Directors has to be made. It includes circulation of evaluationforms separately for evaluation of the Board and its Committees IndependentDirectors/Non-Executive Directors/Executive Directors and the Chairman of your Company.

The performance of Non-Independent Directors the Board as a whole andthe Committees of the Board has been evaluated by Independent Directors in a separatemeeting. At the same meeting the Independent Directors also evaluated the performance ofthe Chairman of your Company after taking into account the views of Executive Directorsand Non-Executive Directors. Evaluation as done by the Independent Directors was submittedto the Nomination and Remuneration Committee and subsequently to the Board.

The performance of the Board and its Committees was evaluated by theNomination and Remuneration Committee after seeking inputs from all the Directors on thebasis of criteria such as the Board/Committee composition and structure effectiveness ofthe Board/ Committee process information and functioning etc.

The performance evaluation of all the Directors of your Company(including Independent Directors Executive and Non-Executive Directors and Chairman) isdone at the Nomination and Remuneration Committee meeting and the Board meeting by all theBoard members excluding the Director being evaluated on the basis of criteria such ascontribution at the meetings strategic perspective or inputs regarding the growth andperformance of your Company among others. Following the meetings of Independent Directorsand of Nomination and Remuneration Committee the Board at its meeting discussed theperformance of the Board as a whole its committees and individual Directors.

The new Directors inducted into the Board attends an orientationprogramme. The details of the programme for familiarisation of Independent Directors ofyour Company are provided in the Corporate Governance Report which forms part ofthis Annual Report and are also available on your Company's website www.grasim.com.

DIRECTORS' RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity withthe requirements of the Companies Act 2013 and the Accounting Standards. The financialstatements reflect fairly the form and substance of transactions carried out during theyear under review and reasonably present your Company's financial condition andresults of operations.

Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of its knowledge and ability confirm that:

a) in the preparation of the Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;

b) the accounting policies selected have been appliedconsistently and judgements and estimates are made that are reasonable andprudent so as to give a true and fair view of the state of affairs of your Company as at31st March 2019 and of the profit of your Company for the year ended on thatdate;

c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of your Company and for preventing and detecting fraud and otherirregularities;

d) Annual Accounts have been prepared on a ‘going concern'basis;

e) your Company has laid down proper internal financialcontrols and that such internal financial controls are adequate and were operatingeffectively; and

f) your Company has devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is set out in Annexure‘D' to this Report.

AUDITORS AND AUDIT REPORTS STATUTORY AUDITORS

Pursuant to the provisions of Section 139(1) of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 as amended from time totime B S R & Co. LLP Chartered Accountants (ICAI Firm Registration No.101248W/W-100022) and S R B C & Co LLP Chartered Accountants (ICAI Firm RegistrationNo. 324982E/E300003) have been appointed as Joint Statutory Auditors of the Company for aperiod of five consecutive years till the conclusion of the 74th AGM ofthe Company to be held in the year 2021 and 75th AGM of the Company to be heldin the year 2022 respectively.

Pursuant to the provisions of Section 139(1) of the Companies Act2013 as amended with effect from 7th May 2018 ratification of theappointment of the statutory auditors by the Members at every AGM during the period oftheir appointment has been withdrawn from the Section 139(1) of the Companies Act 2013with effect from that date. In view of the above no resolution is proposed forratification of appointment of the Joint Statutory Auditors at the ensuing AGM and a notein respect of the same has been included in the Notice of the ensuing AGM.

The Joint Statutory Auditors have confirmed that they are notdisqualified to continue as Auditors and are eligible to hold office as Auditors of theCompany. As authorised by the shareholders the Board on the recommendation of the AuditCommittee has ratified the appointment of the Joint Statutory Auditors for theirrespective remaining terms at such remuneration as may be mutually agreed between theBoard of Directors and the Joint Statutory Auditors from time to time.

The observations made by the Joint Statutory Auditors on the FinancialStatements of the Company in their Report for the financial year ended 31stMarch 2019 read with the Explanatory Notes therein are self-explanatory and thereforedo not call for any further explanation or comments from the Board under Section 134(3)(f)of the Companies Act 2013. The Auditors' Report does not contain any qualificationreservation disclaimer or adverse remark.

COST AUDITORS

The cost accounts and records as required to be maintained underSection 148(1) of Companies Act 2013 are duly made and maintained by your Company.Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended notifications/circulars issuedby the Ministry of Corporate Affairs from time to time your Board has on therecommendation of the Audit Committee re-appointed the following Cost Auditors forFY 2019-20:

Name of the Cost Auditor Division of the Company Remuneration
M/s. D. C. Dave & Co. Cost Accountants Mumbai (Registration No. 000611) All Divisions of the Company except Viscose Filament Yarn-Century Rayon Division Not exceeding Rs 15 Lakh plus applicable taxes and reimbursement of out-of-pocket expenses
M/s. M. R. Dudani & Co. Cost Accountants Mumbai (Registration No. FRN-100017) Viscose Filament Yarn-Century Rayon Division Not exceeding Rs 2.20 Lakh plus applicable taxes and reimbursement of out-of-pocket expenses

Your Company has received consent from M/s. D. C. Dave & Co. andM/s. M. R. Dudani & Co. Cost Accountants to act as the Cost Auditors of your Companyfor the FY 2019-20 along with separate certificates confirming each of theireligibility.

As required under the Companies Act 2013 a resolution ratifying theremuneration payable to the cost auditors has been placed before the Members for theirapproval at the ensuing AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board has re-appointed M/s. BNP & Associates Company Secretaries Mumbaito conduct the secretarial audit for FY 2019-20. The Secretarial Audit Report issued byM/s. BNP & Associates Company Secretaries for the FY 2018-19 is set outin Annexure ‘E' to this Report.

The Secretarial Audit Report does not contain any qualificationreservation disclaimer or adverse remark.

Your Company is in compliance with the Secretarial Standards specifiedby the Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor thesecretarial auditor have reported to the Audit Committee under Section 143(12) of theCompanies Act 2013 any instances of fraud committed against your Company by its officersand employees details of which would need to be mentioned in the Board's Report.

DISCLOSURES CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During FY 2018-19 all contracts / arrangements / transactions enteredinto by your Company with Related Parties were on arm's length basis and in theordinary course of business. There are no material transactions with any Related Party asdefined under section 188 of the Companies Act 2013 read with the Companies (Meetings ofBoard and its Powers) Rules 2014. All Related Party transactions have been approved bythe Audit Committee of your Company. Your Company has implemented Related PartyTransactions Policy and Standard Operating Procedures for the purpose of identificationand monitoring of such transactions.

The details of contracts and arrangements with Related Parties of yourCompany for the financial year ended 31st March 2019 are given in Notesto the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board isavailable on your Company's website www.grasim.com.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a robust Vigil Mechanism for reporting ofconcerns through the Whistle Blower Policy of your Company which is in compliance of theprovisions of Section 177 of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and the Listing Regulations. The Policyprovides for framework and process whereby concerns can be raised by its employees againstany kind of discrimination harassment victimisation or any other unfair practice beingadopted against them. Adequate safeguards are provided against victimisation to those whoavail of the mechanism and access to the Chairman of the Audit Committee in exceptionalcases is provided to them. The details of the Vigil Mechanism are also provided in theCorporate Governance Report which forms part of this Annual Report and the WhistleBlower Policy has been uploaded on the website of your Company www.grasim.com.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014 the Board ofDirectors of your Company has a Corporate Social Responsibility (CSR) Committeewhich is chaired by Mrs. Rajashree Birla. The other Members of the Committee areMr. B. V. Bhargava Independent Director Mr. Shailendra K. Jain Non-Executive Directorand Mr. Dilip Gaur Managing Director. Dr. Pragnya Ram Group Executive PresidentCSR is a permanent invitee to the Committee. The Corporate Social Responsibility Policy(CSR Policy) indicating the activities undertaken by your Company is available on yourCompany's website www.grasim.com.

Your Company is a caring corporate citizen and lays significantemphasis on development of the host communities around which it operates. Your Companywith this intent has identified several projects relating to Social Empowerment andWelfare Infrastructure Developments Sustainable Livelihood Health Care and Educationduring the year and initiated various activities in neighbouring villages around itsplant locations. The initiatives undertaken by your Company on CSR activities during theFY 2018-19 are set out in Annexure ‘F' to this Report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. YourCompany has spent a sum of Rs 47.14 Crore which is more than 2% of the average netprofits of the last three years for the purposes of CSR.

RISK MANAGEMENT

Pursuant to the requirement of Listing Regulations your Company hasconstituted Risk Management Committee which is mandated to review the risk managementplan/process of your Company. Risk evaluation and management is an ongoing process withinthe Organisation. Your Company's Risk Management Committee periodically assesses riskin the internal and external environment and incorporates Risk Mitigation Plans in itsstrategy business and operation plans. Your Company has comprehensive risk managementframework which is periodically reviewed by the Risk Management Committee.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the Listing Regulations a separatesection on Business Responsibility Report describing the initiatives taken by yourCompany from environmental social and governance perspective forms an integral part ofthis Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of your Company as on 31stMarch 2019 in Form MGT-9 in accordance with Section 92(3) of the Companies Act2013 read with the Companies (Management and Administration) Rules 2014 is given in Annexure‘G' to this Report. The same is also available on your Company'swebsite www.grasim.com

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systemcommensurate with the size of its operations. Internal control systems comprising ofpolicies and procedures are designed to ensure sound management of your Company'soperations safe keeping of its assets optimal utilisation of resources reliability ofits financial information and compliance. Systems and procedures are periodically reviewedto keep pace with the growing size and complexity of your Company's operations.During the year under review no material or serious observation has been received fromthe Auditors of your Company citing inefficiency or inadequacy of such controls.

REMUNERATION POLICY

The Remuneration Policy of your Company as formulated by theNomination and Remuneration Committee of the Board of Directors is given in Annexure‘H' to this Report and is also available on your Company's website www.grasim.com.

COMMITTEES OF THE BOARD AUDIT COMMITTEE

The Audit Committee comprises of Mr. Arun Thiagarajan Mr. B. V.Bhargava Mr. M. L. Apte and Mr. Dilip Gaur as its Members. The Committee comprises ofmajority of Independent Directors with Mr. Arun Thiagarajan being the Chairman. The CFO ofyour Company is the permanent invitee.

Further details relating to the Audit Committee are provided in theCorporate Governance Report which forms an integral part of this Annual Report.

All the recommendations made by the Audit Committee during the yearwere accepted by the Board of Directors of your Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. M. L. ApteMr. Cyril Shroff and Mr. Kumar Mangalam Birla as its members. Further detailsrelating to the Nomination and Remuneration Committee are provided in the CorporateGovernance Report which forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee comprises of Mrs.Rajashree Birla Mr. B. V. Bhargava Mr. Shailendra K. Jain and Mr. Dilip Gaur as itsmembers. Further details relating to the Corporate Social Responsibility Committee areprovided in the Corporate Governance Report which forms an integral part of this AnnualReport.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

Stakeholders' Relationship Committee looks into matters relatingto transfer/transmission of securities; non-receipt of dividends; non-receipt ofannual report etc. Further details pertaining to Stakeholders Relationship Committee areprovided in the Corporate Governance Report which forms an integral part of this AnnualReport.

RESEARCH AND DEVELOPMENT (R&D)

The R&D investment continues to be focused on enhancing ourrelative market position in an increasingly competitive environment. Focused programmesare driving innovations in the critical areas of product quality cost reductionnew product offerings and environmental sustainability. Our portfolio of programmesaddresses near-term needs through the implementation of recently developed technologieswhile filling the pipeline with future opportunities to achieve our long-term goals.

Pulp and Fibre Business

The Pulp R&D and Technology teams have focused their efforts onincreasing capacity improving quality and opening new specialty markets. The Domsjo Plant(a joint venture) is working to increase pulp capacity by addressing the bottleneckin evaporation through improved efficiencies and reduced process flows. Domsjo is alsoimproving pulp quality through stabilising wood chip uniformity improved bleaching toreduce viscosity variations and standardised mill operating strategies. Theseimprovements have also supported increasing our pulp specialty products growth with theintroduction of new customers in filament yarn and casing applications. In addition thenew pulp quality brand Ultra is now fully accepted by a Cellulose Acetate customer.

Across Pulp JV plants advanced process control systems in the digesterand bleaching areas have been developed to enhance consistency and the system is understabilisation.

A digitization initiative aimed at seamlessly connecting Pulp plantprocesses with the consuming Fibre plants is progressing. The first technology platform toallow sharing real-time pulp quality and dispatch data with the Fibre sites has beenpiloted successfully.

This allows to improve fibre spinning consistency. Full-scaleimplementation plans are being developed. A new pulp blending methodology has led toimproved pulp ratio control and viscose spinning solution consistency. These systemsenable further improvements through the development of models for predictive control.

FIBRE RD&T

Production efficiency and improved customer experience are prime focusareas for innovations in Viscose Staple Fibre (VSF) production facilities. One keyinitiative has been expanding the gradual implementation of technologies which reducein-process material consumption amounts. Process developments reducing the usage of energyand water are also reducing costs while enhancing sustainability. While we are in theprocess of implementing our public commitments for reducing the environmental footprintwe are doing so by improving emission control technologies to also reduce our overallusage of chemicals and energy.

Our work to improve our customers' experience includes specifictechnologies to improve non-woven spunlacing process performance dope-dyed fibreuniformity leading to higher efficiency yarn spinning and quality and improved spinningperformance for greige fibres. In addition our increased effort on differentiatedproducts has resulted in several new offerings at different stages of commercialisation.Liva Sno a fibre with high whiteness is now produced in regular campaigns forapplications like uniforms melange and patterned fabrics. This provides anenvironmentally friendly alternative to customers' existing downstream processes forproducing yarns and fabrics with high whiteness. Livaeco a fibre recently launched withmolecular tagging provides supply-chain traceability for our branded products thatincorporate special sustainability attributes. The differentiated products pipelinecontinues to progress with three additional value-added products from our pilot planthaving gone through customer acceptance tests. These will be scaled-up to commercialproduction and sales in the coming year. Methodical innovation processes coupled tobusiness needs are guiding our selection of new products for development.

Overall fibre quality continues to improve with the objective ofbringing fibre lines to global benchmark quality levels by adopting the "Product byProcess" approach using Six Sigma principles. During FY19 continued upgrades to ourproduction lines has resulted in 78% of capacity now being mechanically capable ofproducing benchmark quality. We are aggressively addressing a key quality challenge thegrowing vortex (MVS) type yarn-spinning demand which requires especially low fibreimperfection levels. MVS Grade production has been increased from 64% in FY17 to 82%during this year and our goal is to achieve 90 % in FY 20. As a result of theseefforts customer complaints were reduced from 4.0/10Kt in FY17 to 2.9 in FY19 and werefurther reduced to 2.1 in FY19. The Quality Initiative focus for the coming year will beimproving the process stability and product quality of non-benchmark production linesthrough innovative solutions requiring little new capital.

Our journey in the Excel project reached a critical milestone withthe commissioning of the new 45 TPD plant based on the environment-friendly solventspinning technology developed in-house. The new technology offers a higher performanceproduct with improved sustainability as a key growth alternative for our business. The newplant has set the platform for rapid "take-off" of our technology in the comingyears.

Textile Research and Application Development Centre (TRADC) continuesto be a significant contributor to ensure global leadership through development ofinnovative applications such as Men's range Home Textiles Warp knit range whichwere considered as challenges for VSF. In collaboration with internal and externalcustomers TRADC brings contemporary innovative and cost-effective solutions for theGlobal Fashion Industry through continuous improvement in quality by process developmentwith an eye on sustainability. Recently a brand has selected our dope-dyed fibres forblending with polyester for Sportswear. Similarly Cotton/Modal denim development is undermini-bulk conversion at premier textile unit. Modal and Excel are finding application inthe place of 100% cotton in Sarees and Dhoti.

Enabling Capabilities

A multi-disciplinary team is responsible for the innovation agenda ofthe Pulp and Fibre business. Starting with early tests of concepts in laboratory ascreening process leads to short-listing. The selected concepts are then taken throughiterative processes of developments and testings and then through scale-up in fibre pilotplants. The fibres are taken through customer processes of yarn fabric and garmentmaking. In-house external and customer-facilities are all engaged for effective deliveryin minimum time. Successful products are then transferred to plants for commercialimplementation and placed in the market.

Chemical Business

Your Company's Chlor-Alkali business has accelerated its R&Defforts as its Aditya Birla Water Application & Product Development Centre. Theobjective is targeted and focused product and market development and transforming fromcommodity to specialty chemicals mind-set with focus on innovation and applicationdevelopment. Your Company has focused on customer-oriented R&D and providing solutionsand solving problems at customer sites. The R&D team also delivered improvement inexisting processes in terms of efficiency and quality. This has benefitted the operatingplants not only on costs but also on setting better safety and environmental standards.

Your Company also filed two patents in the areas of water treatment onraw material and process improvement. Your Company also partnered with severalinstitutions of repute viz. Institute of Chemical Technology Mumbai; Malaviya NationalInstitute of Technology Jaipur; Central Institute for Brackish Water AquacultureChennai; National Environmental Engineering Research Institute Nagpur and Vasant DadaSugar Institute Pune on various projects. Two new applications were also established forusage of chlorinated-alkanes. Similarly research efforts led to usage of one of theingredients into efficient drip-irrigation system. In line with providing sustainablesolutions your Company undertook a research project with a building materials company toutilise by-product of the chemical process to enhance cementing properties.

Specialty Formulations and New Products: Your Company has been apioneer in developing several new specialty formulations for water treatment that arecustomised and targeted solutions for specific industries such as sugar paper and pulpoil refinery edible oil textile dye aquaculture etc. We have successfullycommercialised these formulations in the areas of refinery wastewater treatment handlingof dispersed dye residue processing of ceramic ingredients etc. There is a pipeline ofat least 5 more products with initial success and ready for commercialisation soon. Suchspecialty formulations not only enable us to differentiate vis--vis competition butalso help us in getting higher realisation than the base product. Your Companystrengthened its water treatment portfolio with successful design and commissioning of anew product in collaboration with the US based consultant.

Focused Market Development: Our sales and marketing team has focused onapplication and performance selling. This is based on gaining deep understanding ofcustomer processes and product applications and providing customised solutions tocustomers. The marketing team was able to identify the latent potential of nascent andhigh growth segments such as Aquaculture and Public Hygiene. Unique value propositionsand new brands were developed for these segments and targeted marketing developmentactivities were executed e.g. conducting workshops and technical discussions withaquaculture farmers in collaboration with CIFE (Centre for Central Institute of FisheriesEducation) conducting trials at places of mega religious congregations etc.

Processes: We took up initiatives in reduction in input consumption forbrine treatment and improvement in the quality of filtered brine through secondary processlike ion exchange. Further other process improvements such as Filtration in brinetreatment in stages such as recycling of ion exchange effluent to reduce the acidiceffluent & recovery Alkaline effluent was also taken up. Your company also partneredwith Aditya Birla Science and Technology Centre for improvements in salt quality withefficiency in brine improvements using refining process.

Health Safety and Environment monitoring: We developed a CentralManufacturing Cockpit to monitor plant parameters at central level to enhance provesefficiency. We also designed and deployed Suraksha application to enhance safe movement ofChlorine via tonners. These measures are setting new industry standards beyondcompliances.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFYOUR COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THEFINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitments which could affect yourCompany's financial position have occurred between the end of the financial year andthe date of this Report. There has been no change in the nature of business of yourCompany.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as requiredunder section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure‘I' to this Report.

In accordance with the provisions of Section 197(12) of the CompaniesAct 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the names and other particulars of employees drawingremuneration in excess of the limits set out in the aforesaid Rules forms part of thisReport. In line with the provisions of Section 136(1) of the Companies Act 2013 theReport and Accounts as set out therein are being sent to all the Members of your Companyexcluding the aforesaid information about the employees. Any Member who is interested inobtaining these particulars about employees may write to your Company Secretary at theRegistered Office of your Company.

EMPLOYEE STOCK OPTION SCHEMES (ESOS)

ESOS-2006

During the year under review the Stakeholders' RelationshipCommittee of the Board of Directors allotted 86835 Equity Shares of Rs 2/- of yourCompany to Options Grantees pursuant to the exercise of the Stock Options underESOS-2006.

ESOS-2013

During the year under review the Nomination and Remuneration Committeeof the Board of Directors approved vesting of 48447 Stock Options and 16665 RestrictedStock Units (RSUs) to the Eligible Employees subject to the provisions of the ESOS-2013statutory provisions as may be applicable from time to time and the rules andprocedures set out by your Company in this regard.

Further the Stakeholders' Relationship Committee of the Board ofDirectors allotted 140093 equity shares of

Rs 2/- of your Company to the Stock Options and RSUs Grantees pursuantto the exercise of the Stock Options and RSUs under ESOS-2013.

ESOS-2018

Pursuant to the approval of the shareholders at the Annual GeneralMeeting held on 14th September 2018 the Board of Directors of your Company andthe Nomination and Remuneration Committee a new scheme viz. ‘GrasimIndustries Limited Employee Stock Option Scheme 2018' ("ESOS–2018") interms of the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 ("the SEBI SBEB Regulations") has been formulated. The ESOS2018 is being administered by the Nomination and Remuneration Committee through the GrasimEmployees' Welfare Trust (Trust).

During the year under review a total of 1118480 Stock Optionsand 280384 RSUs were granted to the eligible employees including Managing Director andWhole-time Director and CFO of your Company under the said Scheme.

The details of Employee Stock Options granted pursuant to ESOS-2006 andthe Employee Stock Options and RSUs granted pursuant to ESOS-2013 and ESOS-2018 asalso the other disclosures in compliance with the provisions of the Securities andExchange Board of India (Employee Share Based Employee Benefits) Regulations 2014are available on your Company's website www.grasim.com

A certificate from the Statutory Auditors with respect toimplementation of your Company's Employees Stock Option Schemes will be placed at theensuing AGM for inspection by the Members and a copy will also be available forinspection at the Registered Office of your Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace. TheCompany has adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassmentat workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH Act) and the rules framedthereunder. Your Company has complied with provisions relating to the constitution ofInternal Complaints Committee under the POSH Act. During the year under review yourCompany received one complaint of sexual harassment and the same has been resolved. Therewere no complaints pending as on 31st March 2019 under the aforesaid Act.

HUMAN RESOURCES

Your Company's human resources is the strong foundation forcreating many possibilities for its business. During the year under review your Companyadded greater employee talent through seamless integration of acquired assets. Theefficient operations of manufacturing units market development and expansion for variousproducts was the highlight of our people effort.

Continuous people development for developing knowledge and skillscoupled with the Talent Management practices will deliver the talent needs of theorganisation. Your Company's employee engagement score reflects high engagement andpride in being part of the organisation.

The Group's Corporate Human Resources plays a critical rolein your Company's talent management process.

AWARDS AND ACCOLADES

Some of the significant accolades earned by your Company during theyear include:

The Dun & Bradstreet Corporate Award 2019 as the Top Company forits stellar performance in the Indian textiles sector.

Golden Peacock Award for Sustainability-2018 awarded to yourCompany's Harihar Pulp unit

"Excellence in Operations" in Manufacturing and Logistics atthe IDC Insights Awards 2018

Grasim Pulp and Fibre won the award for Next Gen Technologies award atthe ETCIO Annual Conclave 2019 presented by The Economic Times India's leadingbusiness publication.

3 Export Awards by SRTEPC (The Synthetic & Rayon Textiles ExportPromotion Council): Viscose Staple Fibre (Gold) Exports of fibre/yarn to "FocusSAARC" countries (Gold) and Second Best Overall Export Performance (Silver)

Certificate of Appreciation for Sustainable and Impactful CSR projectsin Gujarat (Vilayat) from Gujarat CSR Authority (Govt. of Gujarat)-Gujarat State CSRAwards 2019

Liva won a Gold in the prestigious Abby Awards Goa Fest 2019 forInnovative use of emerging technology.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items duringthe year under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise;

2. Issue of shares (including sweat equity shares) to employeesof your Company under any Scheme save and except ESOS referred to in this report;

3. There were no revisions in the financial statements;

4. There has been no change in the nature of business of your Company;and

5. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and your Company'soperations in the future.

ACKNOWLEDGEMENTS

Your Directors express their deep sense of gratitude to the banksfinancial institutions stakeholders business associates Central and State Governmentsfor their co-operation and support and look forward to their continued support infuture.

We very warmly thank all our employees for their contribution to yourCompany's performance. We applaud them for their superior levels of competencededication and commitment to your Company.

For and on behalf of the Board

Kumar Mangalam Birla
Chairman
(DIN: 00012813)
Mumbai 12th July 2019


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