26 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:57 PM
Grasim Industries Ltd.

BSE

  • 1,049.40 -17.45 (-1.64%)
  • Vol: 24101
  • BSE Code: 500300
  • PREV. CLOSE
    1,066.85
  • OPEN PRICE
    1,069.00
  • BID PRICE (QTY.)
    1,051.00(25)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 1,049.00 0.00 (0%)
  • Vol: 1607949
  • NSE Code: GRASIM
  • PREV. CLOSE
    1,049.00
  • OPEN PRICE
    1,070.20
  • BID PRICE (QTY.)
    1,049.00(174)
  • OFFER PRICE (QTY.)
    0.00(0)

Grasim Industries Ltd. Accounting Policy

REPORT ON CORPORATE  GOVERNANCE

The Company's Philosophy on Corporate Governance

Aditya Birla Group is committed to the adoption of best governance practices and their adherence in true spirit at all times.

Our governance practices are a product of self-desire, reflecting the culture of trusteeship that is deeply ingrained in our value system and reflected in our strategic growth process. At macro level , our governance philosophy rests on five basic tenets, viz.,

• Board accountability to the Company and stakeholders

• Relentless value creation for all stakeholders

• Strategic guidance and effective monitoring by the Board

• Equitable treatment to all shareholders and protection of minority interests and rights

• Superior transparency and timely disclosure In line with the above philosophy, your Company continuously strives for excellence through adoption of best governance and disclosure practices.

Your Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreement (Clause 49) entered into with the Stock Exchanges with regards to corporate governance.

BOARD OF DIRECTORS

(A) Composition of Board of Directors (the Board)

The Company has a balanced Board, comprising of Executive and Non-Executive Directors which includes independent professionals. As on 31st March 2015, your Company's Board comprises of 12 Directors, having considerable profession a experience in their respective fields. Out of them, 6 are Independent Directors, 4 are Non-Executive Directors and 2 are Executive Directors. The composition of the Board is in conformity with the requirements of the Clause 49. The Executive Directors include a Managing Director and a Whole Time Director.

 (B) Role of Board of Directors

Your Company's Board of Directors plays a primary role in ensuring good governance, smooth functioning of the Company and in the creation of shareholder value. The Board's role, functions, responsibility and accountability are clearly defined. As the Board's primary role is fiduciary in nature, it is responsible for ensuring that the Company runs on sound ethical business practices and that the resources of the Company are utilized in a manner so as to create sustainable growth and value for the Company's shareholders and the other stakeholders and also to fulfill the aspirations of the society and the communities in which it operates. As a part of its function, your Board periodically reviews all the relevant information which is required to be p l aced before it pursuant to Clause 49 and in particular, reviews and approves corporate strategies, business plans, annual budgets, projects and capita l expenditure. Your Board monitors the Company's over a performance, directs and guides the activities of the Management towards the set goals and seeks accountability. Your Board a so sets standards of corporate behavior, ensures transparency in corporate dealings and compliance with the laws and regulations.

The Agenda of the Board Meeting and Notes on Agenda are circuited to the Directors, we in advance of each Board Meeting. At the Board Meeting, elaborate presentations are made.

Your Board meets at least once in a quarter to review the quarterly financial results and operations of your Company. Apart from the above, additional Board Meetings are convened by giving appropriate notice to address the specific needs and the business requirements of the Company.

During the year under review, the Board met 5 times. The details of Board Meetings held during FY 2014-15 are as under:

Your Company a l so uses video / tele-conferencing facilities to enable participation of your Directors in the Board / Committee Meetings.

(C) Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was he d on 11th February 2015, without the presence of Non Independent Directors and members of the management as required under Schedule IV of the Companies Act, 2013 (the Act) and Clause 49.

(D) Code of Conduct

The Board of Directors has laid down a Code of Conduct (the Code) for a Board Members and Senior Management Personnel of your Company. The Code is posted on the Company's website, www.grasim.com .

A Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director is attached and forms part of this Report.

(E) Board Training and Induction

A formal letter of appointment together with an induction note is given to Independent Directors at the time of their appointment detailing the terms and conditions of their appointment, expectations, roles, functions, duties and responsibilities. At the Board and Committee meetings, the Independent Directors are familiarized with your Company's business, its operations, strategy, functions, policies & procedure of the Company and its subsidiaries. They are a so appraised about risk assessment and minimization procedure. Interactions are he d between the Independent Directors and senior management of your Company. The details of programme for familiarization of the Independent Directors of your Company are available on the Company's website, www.grasim.com .

(F) Performance evaluation

A formal Evaluation Framework has been approved by the Nomination and Remuneration Committee of the Board of Directors of your Company and adopted by the Board for evaluating the Board's performance, performance of its Committees and individual Directors of the Company, including the Chairman of the Board. Criteria for evaluation of the performance include attendance and contribution at the meetings, preparedness for the meetings, effective decisions making ability, etc. In terms of the Evaluation Framework, the Board has carried out the annual performance evaluation of its own performance, the directors individual and the working of its Committees.

(G) Prevention of Insider Trading

Your Company has formulated and adopted the Code of Conduct for Trading in Listed or Proposed to be Listed Securities of the Company (the Insider Trading Code). The main object of the Insider Trading Code is to communicate to a concerned a guide line, which they should imbibe and practice, both in letter and spirit, while trading in listed or proposed to be listed securities of the Company. It aims at preserving and preventing misuse of unpublished price sensitive information of the Company.

COMMITTEES OF THE BOARD (A) Audit Committee

Your Company has a qualified and independent Audit Committee at the Board level with powers and role that are in accordance with the Act and Clause 49.

The Audit Committee acts as a link between the management, the statutory and internal auditors and the Board of Directors. The Audit Committee is provided with the necessary assistance and information so as to enable it to carry out its function effective y.

Brief description of terms of reference

• To oversee the Company's financial reporting process and disclosure of financial information to ensure that the financial statement is correct, sufficient and credible;

• To recommend appointment, remuneration and terms of appointment of auditors and to review and monitor the auditors' independence, performance and effectiveness of audit process;

• To review the annual financial statement and auditors' report thereon;

• To consider and approve transactions of the Company with related parties or any subsequent modifications thereto;

• To scrutinize inter-corporate loans and investments;

• To undertake valuation of undertakings or assets of the Company, wherever it is necessary;

• To evaluate internal financial controls and risk management systems and minimization procedures;

• To review adequacy of internal control systems and internal audit functions;

• To review the findings of any internal vestigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• To discuss with the statutory auditors before the audit commences about the nature and scope of audit as we as post audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payments to depositors, debenture holders, shareholders and creditors;

• To review the functioning of the Whistle Blower Mechanism;

• To approve the appointment of the Chief financial Officers after assessing the qualifications, experience, background, etc. of the candidate.

• The Audit Committee mandatorily reviews:

i) Management discussion and analysis

of financial condition and results of operations;

ii) Statement of significant related party transactions submitted by the management;

iii) Management letters/ letters of internal control weaknesses, if any, issued by the statutory auditors;

iv) Internal audit reports relating to internal control weaknesses;

v) Appointment, removal and terms of remuneration of the Chief Internal Auditor.

Composition and attendance during the year

The Audit Committee comprises of three Non-Executive - Independent Directors who are financially iterate and have accounting or related financial management expertise.

The Managing Director and the Whole Time Director & Chief financial Officer are permanent invitees to the Audit Committee Meetings.

The Statutory as well as Internal Auditor of the Company are also invited to the Audit Committee Meetings. Representatives of Cost Auditors are invited to the Audit Committee Meetings whenever matters relating to the Cost Audit are considered.

Mrs. Hutokshi Wadia, Company Secretary, acts as the Secretary to the Audit Committee. The Chairman of the Audit Committee was present at the last Annual General Meeting (AGM) of the Company held on 6th September 2014.

During the year under review, the Audit Committee Meetings were held on 2nd May 2014, 2nd August 2014, 29th October 2014, 5th January 2015, 31st January 2015 and 11th February 2015.

Vigil Mechanism

Pursuant to Section 177(9) & (10) of the Act and the Clause 49, the Board of Directors, on the recommendation of the Audit Committee, has approved and adopted a Whistle-B lower Policy that provides a formal mechanism for Directors and employees to report genuine concerns about the unethically behavior, actual or suspected frauds of violation of the Company's Code of Conduct or Ethics Policy. The said mechanism also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy has been uploaded on the website of the Company, www.grasim.com .

The policy is in line with the Company's Code of Conduct, Vision and Values and forms part of good Corporate Governance.

(B) Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Act and Clause 49, the Board of Directors has constituted the Nomination and Remuneration Committee (NRC).

Brief description of terms of reference

• To formulate criteria for determining the qualifications, positive attributes and independence of current and proposed directors and recommending to the Board of Directors, Policies relating to the remuneration of the directors, key managerial personnel and other employees;

• To formulate criteria for evaluation of Independent Directors and the Board;

• To devise a policy on Board Diversity;

• To recommend to the Board the appointment and removal of Directors and Senior Management;

• To supervise, monitor and amend Employee Stock Option Schemes of the Company from time to time, as per the provisions of applicable laws, more particularly in terms of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 / Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Board at its meeting held on 7th December 2006, had constituted to the ESOS Compensation Committee to supervise and monitor the Company's Employee Stock Option Schemes (Scheme) from time to time. This Committee met on 29th October 2014 where all the members of the Committee were present. The ESOS Compensation Committee was merged with NRC on the same day, as the roles and responsibilities of ESOS Compensation Committee could be exercised by the NRC.

Composition and attendance during the year

The NRC comprises of 3 Non-Executive Directors, of which 2 are Independent Directors.

Mrs. Hutokshi Wadia, Company Secretary, acts as the Secretary to the NRC.

Mr. M. L. Apte, the Chairman of the NRC, was present at the last AGM of the Company held on 6th September 2014.

During the year under review, the NRC Meetings were held on 29th October 2014 and 31st January 2015.

Remuneration Policy

The Remuneration Policy formulated in accordance with Section 178(3) of the Act and Clause 49 is given in Annexure 'D' to the Board's Report.

Remuneration of Non-Executive/ Executive Directors

All decisions relating to the remuneration of the Directors were taken by the Board of Directors of the Company in accordance with the Shareholders' approval, wherever necessary.

In addition to the payment of sitting fees, the Company a so pays commission to the

Non-Executive / Independent Directors of the Company. The amount of the commission payable to the Non-Executive/ Independent Directors is determined after assigning weightage to the attendance of Directors at the Board / Committee/ Other Meetings, individual contribution at the meetings and contributions made by the Directors other than in meetings, type of the meeting and preparation required for the meeting, the amount of time spent, responsibilities under various statutes, etc. For the financial year 2014-15, the Board has approved payment of Rs. 5.40 Crore as commission to the Non-Executive / Independent Directors.

(C) Stakeholders' Relationship Committee

Your Company has a Stakeholders' Relationship Committee of the Board of Directors to consider and resolve the grievances of security holders of the Company and to consider various issues relating to shareholders / investors.

Brief description of terms of reference

• To consider and resolve redressal of shareholders and investors' grievances in respect of matters relating to transfer and transmission of shares, non-receipt of dividend/ annual report, delays in dematerialisation / re-materialisation of shares, etc.;

• To review and of securities, or transmission approve the allotment approval of transfer of securities of the Company;

• To carry out any other function as may be required as per the provisions of the Act, applicable SEBI regulations and Listing Agreement, as amended from time to time.

Composition and attendance during the year

The Stakeholders' Relationship Committee comprises of 3 Independent Directors and 1 Executive Director.

Mr. M. L. Apte was appointed as a Member w.e.f. 29th October 2014

Mr. D. D. Rathi ceased to be a Member w.e.f. 25th September 2014

Mr. Adesh Kumar Gupta ceased to be a Member w.e.f. the close of business hours on 30th June 2015

Mr. Sushi Agarwa was appointed as a Member w.e.f. 7th August 2015

Mrs. Hutokshi Wadia, Company Secretary, is the Compliance Officer and also acts as Secretary to the Committee.

Mr. B. V. Bhargava, the authorised Member of the Stakeholders' Relationship Committee was present at the AGM of the Company held on 6th September 2014.

During the year under review, the Stakeholders' Relationship Committee Meeting was held on

23rd January 2015.

Shareholders' complaints

The details of shareholders' complaints received and redressed, number of shares transferred, time to taken to process these transfers are given in the Shareholders' Information section of this Annual Report.

(D) Corporate Social Responsibility Committee (CSR Committee)

Your Company has a CSR Committee of the Board of Directors which assists the Board in discharging its social responsibility by way of formulating, monitoring and implementing the Corporate Social Responsibility Policy (CSR Policy).

Brief description of terms of reference

• To formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company;

• To recommend the amount of expenditure to be incurred on the activities referred to above;

• To monitor the CSR Policy of the Company from time to time;

• To periodically y review the Business Responsibility (BR) activities and the Business Responsibility Report (BRR) of the Company and to take a further actions and steps and to do all acts, deeds and things, which may be required to be done and performed from time to time in connection therewith;

• To perform such other acts, deeds, things and powers as may be delegated to the Committee by the Board from time to time.

Composition and attendance during the year

The CSR Committee comprises of 3 Non­ Executive Directors and 1 Executive Director.

Mr. K. K. Maheshwari appointed as a member w.e.f. 31st March 2015

Dr. (Mrs.) Pragnya Ram, Group Executive President, Corporate Communications and CSR, is a permanent invitee to the CSR Committee meetings.

During the year under review, the CSR Committee meeting was he l d on 11th February 2015.

(E) Risk Management Committee

Pursuant to the provisions of the Listing Agreement and with a view to strengthen the Risk Management Framework and to continuously review and reassess the risk that the businesses of the Company are confronted with, the Company constituted a Risk Management Committee of the Board of Directors of the Company, during the year.

The Company has developed a comprehensive Risk Management Policy which was being reviewed by the Audit Committee, which in turn, informs the Board about the risk assessment and minimization procedures. With the constitution of the Risk Management Committee, the same will be reviewed by it. Senior executives of each of the businesses / units present the risk management process and implementation of risk mitigation plans.

The terms of reference of the Risk Management Committee internal includes implementation of Risk Management Framework for assessing, monitoring and reviewing the risks associated with the Company.

Mr. Lalit Naik, Business Head-Chemical , is a permanent invitee to the Risk Management Committee meetings.

(F) Finance Committee

Your Company has a Finance Committee of the Board of Directors to facilitate the operations of the Company.

Brief description of terms of reference

• To avail fund based and non fund based facilities from the Bank(s) / financial Institution(s), upto the limits fixed by the Board;

• To authorize officers of the Company in the matter of availment of secured and unsecured loans;

•To approve opening and operation of Bank Accounts;

•To approve execution of Power of Attorneys and other agreements and documents;

•To approve signing of agreements with the regulatory authorities and to authorize officers of the Company for performing acts required under various laws.

Composition and attendance during the year

The Finance Committee comprises of 2 Non Executive - Independent Directors and 1 Executive Director.

SUBSIDIARY COMPANIES

Your Company does not have any material non-listed Indian subsidiary company as defined under Clause 49. The Company has formulated a policy for determining material subsidiaries which is disclosed on the Company's website, www.grasim.com .

The Audit Committee reviews the infancies statements and in particular, the investments made by the unlisted subsidiary companies. The minutes of the Board meetings as we as statements of all significant transactions of the Unlisted Subsidiary

Companies are p aced before the Board of Directors of the Company for its review.

Postal Ballot

No special resolution has been passed in the previous year through postal ballot. No special resolution is proposed to be passed through postal ballot for the year ending review.

DISCLOSURES

(i) Details of materially significant Related Party Transactions that may have a potential conflict with the interest of the Company at large

During the year under review, no materially significant Related Party Transactions that may have a potential conflicts with the interest of the Company at large, have been entered into. A contracts / arrangements/ transactions entered into by your Company with its related

(i) Details of materially significant Related Party Transactions that may have a potential conflict with the interest of the Company at large

During the year under review, no materially significant Related Party Transactions that may have potential conflicts with the interest of the Company at large, have been entered into. A contracts / arrangements/ transactions entered into by your Company with its related been no instances of non compliance by the Company on any matters related to capital markets during the last 3 years and hence no penalty or strictures are imposed by SEBI or the stock exchanges or any statutory authority.

( ) Detail s of the Directors seeking re-appointment have been provided in the Notice of the Annual Genera Meeting.

( v) Proceeds from Public Issues, Rights Issues, Preferential Issues, etc.

During the year under review, the Company has not raised any proceeds by way of public issue, rights issue or preferential issue.

(v) Management Discussion and Analysis Report / Disclosure of Accounting Treatment

(a) Management Discussion and Analysis Report is forming part of the Annual Report and is in accordance with the requirements aid out in the Listing Agreement.

(b) Your Company follows all relevant Accounting Standards while preparing the financial Statements.

(v ) Status of compliance of Non-mandatory requirement

• The Company maintains a separate office for the Non-Executive Chairman. A necessary infrastructure and assistance are made available to enable him to discharge his responsibilities.

• The Internal Auditor reports direct y to the Audit Committee.

• The statutory financially statements of your Company are unqualified.

• Performance update consisting of financial and operational performance for the first six months of the financial year was up loaded on the website of the Company and similar practice will be followed for the current financial year.

REPORT ON CORPORATE GOVERNANCE

This Corporate Governance Report forms part of the Annual Report. The Company is fully compliant with all the provisions of Clause 49.

COMPLIANCES

(i) Certificate from the Statutory Auditors confirming compliance with a the conditions of Corporate Governance as stipulated in Clause 49 is given as Annexure 'B' to the

Board's Report and forms part of the Annual Report.

(ii) There is a separate section for Genera Shareholder Information which forms part of the Annual Report.

(iii) Name and Designation of Compliance Officer: Mrs. Hutokshi Wadia, Sr. Vice President &

Company Secretary.

(iv) CEO/ CFO Certification:

The Managing Director and the Chief Financial Officers of your Company have issued the necessary certificate pursuant to the provisions of Clause 49 and the same is attached to this Report.

MEANS OF COMMUNICATION

• Copies of the Press Release and Quarterly Presentations on Company's performance made to Institutional Investors / Analysts are hosted on the website of the Company, www.grasim.comand the Group's website, www.adityabirla.com.

• Quarterly results:

Results are normally published in :

Newspaper Cities of Publication

Business Standard - All Editions

Nai Duniya -Indore

Results are displayed on our websites: www.grasim.com  & www.adityabirla.com

• Disclosures pursuant to various clauses of the Listing Agreement are prompt y communicated to the stock exchanges where the shares of your Company are listed, and are displayed by them on their websites.

SHAREHOLDER INFORMATION

1 Annual General Meeting

Date and Time

Saturday, 19th September 2015 at 11.30 a.m.

Venue

At the Registered Office of the Company, (Grasim Staff Club), Birlagram Nagda - 456 331, Madhya Pradesh, India

2. Financial Calendar for reporting

Financial Reporting for the quarter ending on 30th June 2015 :7th August 2015

Financial Reporting for the quarter / half year ending on :30th September 2015

October / November 2015

Financial Reporting for the quarter ending on 31st December 2015: January / February 2016

Financial Reporting for the quarter / year ending on 31st March 2016: April / May 2016

69th Annual General Meeting for the year ending 31st March 2016 :August / September 2016

3. Dates of Book Closure

Saturday, 5th September 2015 to Saturday, 19th September 2015 (both days inclusive)

4. Dividend Payment Date

On or after 21st September 2015

5. Registered Office

Birlagram, Nagda - 456 331, Madhya Pradesh, India

Tel: (07366) 246760 - 246766, 256556 Fax: (07366) 244114/246024

E-mail: shares@adityabirla.com

6. Website

www.grasim.com  / www.adityabirla.com  

7. Corporate ID Number (CIN)

L17124MP1947PLC000410

8. (a) Listing on Stock Exchanges :

Equity Shares

BSE Limited (BSE)

Luxembourg Stock Exchange (LSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

National Stock Exchange of India Limited (NSE)

Exchange Plaza, Plot No. C/1, G Block Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

Global Depository Receipts (GDRs)

Societe de la Bourse de Luxembourg P.O. Box 165, L-2011 Luxembourg, Grand Duchy of Luxembourg

Note: Listing Fee has been paid to all Stock Exchanges and no amount is outstanding.

b) Overseas Depository for GDRs

Citibank N.A.

Depository Receipt Services

388, Greenwich Street, 14th Floor, New York, NY - 10013

Tel: +212.723.4483. Fax: +212.723.8023

(c) Domestic Custodian of GDRs

Citibank N.A. Custody Services FIFC, 11th Floor, C 54/55, G Block, Bandra Kurla Complex Bandra (East), Mumbai - 400 051

Tel.: 91-22-61757110; Fax: 91-22-26532205

Note: Listing Fee has been paid to all Stock Exchanges and no amount is outstanding.

(b) Overseas Depository for GDRs Citibank N.A.

Depository Receipt Services

388, Greenwich Street, 14th Floor,

New York, NY - 10013

Tel: +212.723.4483. Fax: +212.723.8023

(c) Domestic Custodian of GDRs

Citibank N.A. Custody Services

FIFC, 11th Floor, C 54/55, G Block, Bandra Kurla Complex Bandra (East), Mumbai - 400 051

Tel.: 91-22-61757110; Fax: 91-22-26532205

9. Stock Code:

Stock Code Reuters Bloomberg

BSE: 500300 :GRAS.BO :GRASIM IN

NSE :GRASIM :GRAS.NS :NGRASIM IN

LSE -: GRAS.LU :GRAS :LX

ISIN No. of Equity Shares :INE047A01013

ISIN No. of GDRs: US3887061030

CUSIP No. :388706103

13. Registrar and Transfer Agents: : In-house Share Transfer

(For share transfers and other communications relating to share certificates, dividend and change of address etc.)

Registered with SEBI as Category II - Share Transfer Agent vide Registration No. INR 000003688

Share Department

Grasim Industries Limited

Birlagram, Nagda - 456 331, Madhya Pradesh

Tel: (07366) 246760 - 246766 256556 Fax: (07366) 244114/246024

E-mail ID of Share Dept.: shares@adityabirla.com  

E-mail ID for Investor Complaints:

grasimshares@adityabirla.com

With effect from 1st October 2015:

Sharepro Services (India) Private Limited

Registrar and Transfer Agents

13AB, Samhita Warehousing Complex, 2nd Floor Sakinaka Telephone Exchange Lane Off. Andheri-Kurla Road, Sakinaka

Andheri (East) Mumbai 400 072 Tel: 022 - 67720300/400 28508924 Fax: 022 - 28591568

E-mail ID : grasim@shareproservices.com

14. Share Transfer System:

95% of the Equity Shares of the Company are in electronic form. Transfers of these shares are done through the depositories with no involvement of the Company. As regards transfer of shares held in physical form the transfer documents can be lodged at the Share Department of the Company at the above address up to 30th September 2015 and thereafter at the office of Sharepro Services (India) Private Limited Registrar and Transfer Agents.

Share transfers in physical form are registered and returned within a period of 15 days from the date of receipt if the documents are clear in all respects. The Company obtains from a Company Secretary in Practice a half-yearly certificate of compliance as required under Clause 47(c) of the Listing Agreement with the Stock Exchanges.

Dematerialization of Shares and Liquidity

95% of the outstanding Equity (including 14.47% of capita l in the form of Global Depository Receipts) has been dematerialised as on 31st March 2015. Trading in the shares of your Company is permitted only in dematerialized form.

• National Securities Depository Ltd. (NSDL) : 93.75%

• Central Depository Services (India) Ltd. (CDSL) : 1.25%

Total 95.00%

19. Details on use of public funds obtained in the last three years

No public funds have been obtained in the l ast three years.

20. Outstanding GDRs/Warrants and Convertible Bonds

1,32,88,776 GDRs (Previous Year 1,32,59,243) are outstanding as on 31st March 2015. Each GDR represents one under lying equity share. There are no warrants/convertible bonds outstanding as at the year end.

21. Secretarial Audit:

(a) Pursuant to the Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates have been issued, on a half yearly basis, by a Practicing Company Secretary, certifying due compliance of share transfer formalities by the Company.

(b) A Company Secretary in Practice carries out quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted capita l with NSDL and CDSL and the total issued and listed capital. The audit confirms that the total issued / paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in demat form (held with NSDL and CDSL).

The said certificate is submitted quarterly to stock exchanges, NSDL and CDSL and is a l so p l aced before the Board of Directors.

(c) Pursuant to Section 204 of the Companies Act, 2013, M/s BNP & Associates, Practicing Company Secretaries, have conducted a Secretarial Audit of the Company for the financial  year 2014-15. The Audit Report is annexed to the Board's Report. Further, M/s BNP & Associates, Practicing Company Secretaries, have been appointed as the Secretarial Auditor of the Company for the financial year 2015-16.

22. Corporate Office and Plant Locations Corporate Office:

Corporate Finance Division

A-2, Aditya Birla Centre, S.K. Ahire Marg, Wor l i,  Mumbai-400 030

Phone Nos  (022) 24995000/ 66525000 Fax Nos. (022) 24995114/ 66525114

Plant Locations:

Fibre and Pulp Plants

 

Staple Fibre Division

Birlagram, Nagda - 456 331,Madhya Pradesh

Phone Nos  (07366) 246760 - 66 Fax Nos. (07366) 244114/246024

Harihar Polyfibers &Grasilene Division

Harihar, Dist. Haveri Kumarapatnam - 581 123, Karnataka

Phone Nos  (08373) 242171 - 75 Fax Nos. (08373) 242875(08192) 247555

Birla Cellulosic Division

Birladham, Kharach,Kosamba - 394 120 Dist. Bharuch, Gujarat

Phone Nos  (02646) 270001 - 05 Fax Nos. (02646) 270010, 270310

Grasim CellulosicDivision

Plot No. 1, GIDC Vilayat Industrial Estate P O Vilayat, Taluka: Vagra,District: Bharuch - 392 012 Gujarat

Chemical Plants

Grasim Chemical Division

Birlagram - 456 331 Nagda, Madhya Pradesh

Phone Nos.  (07366) 246760 - 66   Fax Nos. (07366) 246176/ 245845 / 246097

Grasim Chemical Division

Plot No.1, GIDC Vilayat Industrial Estate P 0 Vilayat, Taluka: Vagra, District: Bharuch - 392 012 Gujarat

Phone Nos. 08347008059

Epoxy Plant

Grasim Epoxy Division

Pl t No. 1, GIDC Viayat Industria Estate P 0 Vilayat Tal uka: Vagra, District: Bharuch - 392 012 Gujarat

Phone Nos.

02641-273206

Textile Plant

Vikram Woollens

GH I to IV, Ghironghi Malanpur - 477 117 Dist. Bhind, Madhya Pradesh

Phone Nos.

 (07539) 283602 - 03 Fax Nos.  (07539) 283339

Investor Correspondence:

For Secretarial Matters and

Investor Grievances

: Share Department Grasim Industries Limited

Bir agram, Nagda - 456 331 (M.P.)

Tel : (07366) 246760-246766, 256556;

Fax: (07366) 244114/246024

E-mail ID of Share Dept.: shares@adityabirla.com  

E-mail ID for Investor Comp l aints: grasimshares@adityabirl a.com

With effect from 1st October 2015: Sharepro Services (India) Private Limited

Registrar & Transfer Agents (RTA)

13AB, Samhita Warehousing Comp l ex, 2nd Floor

Sakinaka Telephone Exchange Lane 0ff. Andheri-Kur a Road, Sakinaka Andheri (East), Mumbai 400 072

Tel : 022 - 67720300/400, 28508924 Fax: 022 - 28591568

E-mai l ID : grasim@shareproservices.com  

: At the Corporate 0ffice at the aforesaid address

Other than Secretarial Matters

25. OTHER USEFUL SHAREHOLDERS

INFORMATION FOR

Share transfer request for physical shares is acted upon within 15 days from the date of their receipt at the Share Department of the Company. In case no response is received from the Company within 30 days of lodgement of transfer request, the lodger should immediatel y write to the Share Department/ RTA of the Company with full detail s, so that necessary action can be taken to safeguard the interest of the concerned against any possible loss/ interception during postal  transit.

Dematerialization requests, duly completed, in all respects are normally processed within 7 days from the date of receipt at the Share Department of the Company.

Shareholders are requested to note that if the physical documents, viz., Dematerialisation Request Form (DRF), Share Certificates, etc., are not received from their concerned Depositary Participants (DPs) by the Company within a period of 15 days from the date of generation of the Dematerialisation Request Number (DRN) for dematerialisation, the DRN will be treated as rejected/cancelled. This step is being taken on the advice of National Securities Depository Limited (NSDb), so that no demat request remains pending beyond a period of 21 days.

In accordance with the provisions of Section 56(1) of the Companies Act, 2013, shares arerequired to be lodged within a period of 60 days from the date of execution of instrument of transfer. For expeditious transfer of shares in physical form, shareholders should fill in complete and correct particulars in the transfer deed. Wherever applicable, registration number of Power of Attorney should also be quoted in the transfer deed at the appropriate place.

Permanent Account Number (PAN)

Members who hold shares in physical form are advised that SEBI has made it mandatory that a self attested copy of the PAN card of the transferee(s), members, surviving joint holders/ legal heirs be furnished to the Company while making request for transfer, deletion of name of deceased joint holder, transposition of names and transmission of shares, as the case may be.

Nomination Facility for Shareholding

Section 72 of the Companies Act, 2013, extends nomination facility to individual s holding shares in physical form. Shareholders, in particular, those ho l ding shares in sing l e name, may avail the above facility by furnishing the particulars of their nominations in the prescribed Nomination Form, which can be down loaded from the website of the Company ww.grasim.com or obtained from the Share Department of the Company / RTA by sending a written request through any mode including e-mail on shares@ adityabirla.com / grasim@shareproservices.com . (w.e.f. 1st October 2015).

Change of Address and Furnishing of Bank Details

Shareholders ho l ding shares in physical form should notify to the Company / RTA, change in their address with Pin Code number and Bank Account detail s by written request under the signatures of sole / first joint holder.

Beneficial Owners of shares in demat form should send their instructions regarding change of address, bank detail s, nomination, power of attorney, change in email address, etc., direct y to their DP as the said records are maintained by the DPs.

To prevent fraudulent encashment of dividend warrants, Shareholders who hold shares in physical form should provide their Bank Account details to the Company / RTA, while those Shareholders who ho l d shares in dematerialised form should provide their Bank Account details to their DP, for printing of the same on the dividend warrants.

Registering of E-mail Address

Shareholders who have not yet registered their e-mail address for availing the facility of e-communication, are requested to register the same with the Company / RTA (in case the shares are held in physical form) or their DP (in case the shares are held in dematerialised form) so as to enable the Company to serve them fast.

Loss of Shares

In case of loss/misplacement of shares, investors should immediately lodge a FIR/Complaint with the police and inform to the Company / RTA along with original or certified copy of FIR/ Acknowledged copy of Police Complaint a long with a self-attested copy of their PAN card.

Correspondence with the Company

Shareholders/Beneficial Owners are requested to quote their Folio No./DP and Client ID Nos., in a correspondence with the Company / RTA. A correspondence regarding physical shares should be addressed ONLY to the Share Department of the Company at its Registered Office at Biragram, Nagda - 456 331 (M.P.) (till 30th September 2015) and to the RTA (w.e.f. 1st October 2015) at the address mentioned above and not at any other office(s) of the Company. Shareholders can send such correspondence, which do not require signature verification for processing, through e-mail on shares@adityabirla.com .

Non-Resident Shareholders

Non-Resident Shareholders are requested to immediate y notify the following to the Company in respect of shares he d in physical form and to their DPs in respect of shares held in dematerialised form: -

• Indian address for sending all communications, if not provided so far;

• Change in their residential status on return to India for permanent settlement;

• Particulars of the Bank Account maintained with a bank in India, if not furnished earlier;

• e-mail ID and Fax No.(s), if any; and

• RBI Permission number with date to facilitate prompt credit of dividend in their bank accounts.

Unclaimed Dividends

Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unpaid and unclaimed dividend remaining unpaid and unclaimed for a period of 7 (seven) years from the date they became due for payment, have been transferred to the Genera l Reserve Account/ Investor Education and Protection Fund (IEPF) established by the Central Government. According y, unpaid and unclaimed dividend upto the year ended 31st March 2007 has a ready been transferred to the said Account/ Fund. Shareholders who have so far not encashed the dividend warrant(s) for the year ended 31st March 2008 or any subsequent years are requested to make their c aim to the Share Department of the Company.

Payment of Dividend through Electronic mode

SEBI, vide its Circular dated 21st March 2013,

has advised usage of approved electronic mode, viz., ECS (Electronic Clearing Services), NECS (National Electronic Clearing Services) and other modes of electronic fund transfer for distribution of dividend to the shareholders.

In case if you have still not provided your Bank details for receiving dividend in electronic mode, you are requested to please provide the following bank details by a letter signed by the sole/ 1st joint holder along with a cancelled copy of your cheque leaf -

•/ Name of the Bank with its Branch & complete address;

Bank Account Number (SB/ CC/ Current)

9 digit MICR Code (Magnetic Ink Character Recognition) appearing on the MICR cheque issued by your bank to you

¦ In case you are holding shares in dematerialized form:

To your Depository Participant (DP) quoting reference of your DP and Client ID

¦ In case you are holding shares in physical mode, quoting reference of your Ledger Folio No.

To the Share Department of the Company (till 30th September 2015);

To the RTA at the address mentioned above (w.e.f. 1st October 2015) so that going forward your Company can pay you all future dividends in electronic mode through NECS/ ECS.

In case you have already registered your bank detail s and you wish to change the NECS/ ECS mandate, then please write to your DP for shares held in demat form or to the Share Department of the Company for shares held in physical form by informing your revised bank details.

Kindly note that there are a number of benefits of payment of dividend vide electronic mode, viz.,

Prompt credit of dividend amount direct y into your bank account as there will be no mailing or handing delays in receiving the physical dividend warrant;

Avoids loss/ misplacement of physical dividend warrant in postal transit;

•/ It eliminates the need to deposit the physical warrant in the bank;

•/ Avoids dividend warrant becoming stale/ time barred;

Unclaimed shares in Physical Form

Clause 5A(II) of the Listing Agreement provides the manner of dealing with the shares issued in physical form pursuant to a public issue or any other issue and which remains unclaimed with the Company. In compliance with the provisions of the said Clause, the Company has sent three reminders under Registered Post to the shareholders whose share certificates were returned undelivered and are lying unclaimed so far.

In terms of Clause 5A(II) of the Listing Agreement, your Company has initiated appropriate steps on unclaimed shares by transferring and dematerializing them into one folio in the name of "Grasim Industries Limited Unclaimed Share Suspense Account". In case your shares are lying unclaimed with the Company, you are requested to c aim the same. The voting rights on the said shares share main frozen till the rightful owner of such shares c l aims the shares.

Disclosure pursuant to Clause 5A(II) of The Listing Agreement

• Aggregate number of shareholders and the outstanding shares in the suspense account lying as at 1st April 2014:

2,993 shareholders holding 77,965 equity shares of the Company

• Number of shareholders who approached issuer for transfer of shares from suspense account during the year:

17 shareholders holding 903 equity shares of the Company

• Number of shareholders to who shares were transferred from suspense account during the year:

17 shareholders holding 903 equity shares of the Company

• Aggregate number of shareholders and the outstanding shares in the suspense account lying as at 31st March 2015:

2,976 shareholders holding 77,062 equity shares of the Company

The voting rights on the shares in the suspense account as on 31st March 2015 shall remain frozen till the rightful owners of such shares c aim the shares.

Company's website

You are requested to visit the Company's website, www.grasim.com / www.adityabirla.com for -

• information on investor services being offered by the Company;

• downloading of various forms / formats,viz., Nomination form, ECS Mandate form, Affidavits, Indemnity Bonds, etc.; and

registering your E-mail ID with the Company to receive Notices of General Meetings/other Notices, Audited Financial Statements, Annual Report, etc., henceforth electronically.

Feed back:

Members are requested to give us their va uab e suggestions for improvement of our investor services to the Share Department of the Company.

Link for Green Initiative:

<http://www.grasim.com/investors/green_intiative/> green_initiative_corporate_governance.aspx