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 2 nd 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
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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
Page 10 of 109
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
Page 11 of 109
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.
(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