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Notice of the Annual General Meeting

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Notice of the Annual General Meeting GRASIM INDUSTRIES LIMITED Registered Office:Birlagram, Nagda-456 331, Dist. Ujjain (M.P.), India CIN: L17124MP1947PLC000410 Tel. No.: 07366-246760/66; Fax No.: 07366-244114/246024 E-mail: [email protected]; Website: www.grasim.com NOTICE OF THE ANNUAL GENERAL MEETING NOTICE is hereby given that the 72nd Annual General Requirements) Regulations, 2015, as amended Meeting of GRASIM INDUSTRIES LIMITED will be held from time to time, or any other applicable law, the on Friday, 23rd August 2019 at 11.00 a.m. at the Registered Directorship of Mr. Arun Thiagarajan (DIN: 00292757) Office of the Company at Grasim Staff Club, Birlagram, as a Non-Executive Independent Director on the Nagda-456331, District Ujjain, Madhya Pradesh, to transact Board of the Company be continued till the end of his the following business: term, i.e. up to 6th May 2021.” ORDINARY BUSINESS: 6. Re-appointment of Mr. Cyril Shroff as an Independent 1. To receive, consider and adopt the Audited Financial Director Statements (including the Audited Consolidated Financial Statements) of the Company for the financial To consider and, if thought fit, to pass the following year ended 31st March 2019, and the Reports of the Resolution as a Special Resolution: Board and the Auditors thereon. “RESOLVED THAT pursuant to the provisions 2. To declare dividend on the Equity Shares of the of Sections 149 and 152, read with Schedule IV Company for the financial year ended 31st March 2019. and other applicable provisions, if any of the Companies Act, 2013 (“Act”), the Companies 3. To appoint a Director in place of Mr. Kumar Mangalam (Appointment and Qualification of Directors) Rules, Birla (DIN: 00012813), who retires from office 2014 (including any statutory modification(s) or by rotation and being eligible, offers himself for re-enactment thereof for the time being in force) re-appointment. and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure 4. To appoint a Director in place of Ms. Usha Sangwan Requirements) Regulations, 2015, as amended from (DIN: 02609263), who retires from office by rotation time to time (Listing Regulations), Mr. Cyril Shroff and being eligible, offers herself for re-appointment. (DIN: 00018979), Non-Executive Independent Director of the Company, whose present term of office as an SPECIAL BUSINESS: Independent Director expires at the ensuing Annual 5. To approve the continuation of Mr. Arun Thiagarajan General Meeting, and is eligible for re-appointment as an Independent Director and who meets the criteria for independence as provided in Section 149(6) of the Act along with the To consider and, if thought fit, to pass the following Rules framed thereunder and Regulation 16(1)(b) Resolution as a Special Resolution: of the Listing Regulations and who has submitted a declaration to that effect, be and is hereby “RESOLVED THAT pursuant to the provisions of re-appointed as a Non-Executive Independent Director Regulation 17(1A) of the Securities and Exchange of the Company, not liable to retire by rotation, based Board of India (Listing Obligations and Disclosure on the recommendations of the Nomination and Annual Report 2018-19 1 GRASIM Remuneration Committee, to hold office for a second and Disclosure Requirements) Regulations, 2015, as term of five consecutive years with effect from the amended from time to time (Listing Regulations), conclusion of this Annual General Meeting up to Mr. O. P. Rungta (DIN: 00020559), Non-Executive 22nd August 2024.” Independent Director of the Company, whose present term of office as an Independent Director expires on 7. Re-appointment of Dr. Thomas M. Connelly, Jr. as an 24th September 2019, and is eligible for re-appointment Independent Director and who meets the criteria for independence as provided in Section 149(6) of the Act along with the To consider and, if thought fit, to pass the following Rules framed thereunder and Regulation 16(1)(b) of Resolution as a Special Resolution: the Listing Regulations and who has submitted “RESOLVED THAT pursuant to the provisions a declaration to that effect be and is hereby of Sections 149 and 152, read with Schedule IV re-appointed as a Non-Executive Independent Director and other applicable provisions, if any of the of the Company, not liable to retire by rotation, based Companies Act, 2013 (“Act”) and the Companies on the recommendations of the Nomination and (Appointment and Qualification of Directors) Rules, Remuneration Committee, to hold office for a second 2014 (including any statutory modification(s) or term of five consecutive years with effect from re-enactment thereof for the time being in 25th September 2019 up to 24th September 2024.” force) and Regulation 17 and other applicable 9. Appointment of Mr. N. Mohanraj as an Independent provisions of the SEBI (Listing Obligations and Director Disclosure Requirements) Regulations, 2015, as amended from time to time (Listing Regulations), To consider and, if thought fit, to pass the following Dr. Thomas M. Connelly, Jr. (DIN: 03083495), Resolution as an Ordinary Resolution: Non-Executive Independent Director of the Company, whose present term of office as an Independent “RESOLVED THAT pursuant to the provisions Director expires at the ensuing Annual General of Section 149 read with Schedule IV and other Meeting, and is eligible for re-appointment applicable provisions, if any, of the Companies Act, and who meets the criteria for independence as 2013 (‘the Act’) and the Rules made thereunder, provided in Section 149(6) of the Act along with the (including any statutory modification(s) or Rules framed thereunder and Regulation 16(1)(b) re-enactment for the time being in force), the of the Listing Regulations and who has submitted Securities and Exchange Board of India (Listing a declaration to that effect be and is hereby Obligations and Disclosure Requirements) re-appointed as a Non-Executive Independent Director Regulations, 2015, and the Articles of Association of of the Company, not liable to retire by rotation, based the Company, the appointment of Mr. N. Mohanraj on the recommendations of the Nomination and (DIN: 00181969), who was appointed by the Board Remuneration Committee, to hold office for a second of Directors of the Company, as a Non-Executive term of five consecutive years with effect from the Independent Director of the Company with effect from conclusion of this Annual General Meeting up to 12th July 2019 and who meets the criteria for nd 22 August 2024.” independence as provided in Section 149(6) of the Act along with the Rules framed thereunder and 8. Re-appointment of Mr. O. P. Rungta as an Independent Regulation 16(1)(b) of the Listing Regulations and Director who has submitted a declaration to that effect for a term of five consecutive years commencing from To consider and, if thought fit, to pass the following 12th July 2019 up to 11th July 2024, be and is hereby Resolution as a Special Resolution: approved.” “RESOLVED THAT pursuant to the provisions of 10. Ratification of the remuneration of Cost Auditors Sections 149 and 152, read with Schedule IV and other applicable provisions, if any of the Companies Act, To consider and, if thought fit, to pass the following 2013 (“Act”) and the Companies (Appointment and Resolution as an Ordinary Resolution: Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for “RESOLVED THAT pursuant to the provisions of the time being in force) and Regulation 17 and other Section 148 and other applicable provisions, if any, applicable provisions of the SEBI (Listing Obligations of the Companies Act, 2013 read with the Companies 2 Annual Report 2018-19 (Audit and Auditors) Rules, 2014 (including any 2. A person can act as proxy on behalf of, not exceeding, statutory modification(s) or re-enactment(s) thereof, fifty (50) Members and holding in the aggregate not for the time being in force), the Company hereby more than ten (10) per cent of the total share capital ratifies the remuneration not exceeding ` 15 Lakh, of the Company carrying voting rights. A Member, plus applicable taxes and reimbursement of out-of- holding more than ten (10) percent of the total share pocket expenses payable to M/s. D.C. Dave & Co., capital of the Company carrying voting rights, may Cost Accountants, Mumbai (Registration No. 000611) appoint a single person as proxy and such person and remuneration not exceeding ` 2.20 Lakh plus shall not act as proxy for any other member. applicable taxes and reimbursement of out-of-pocket expenses payable to M/s. M. R. Dudani & Co., Cost If a person is appointed as Proxy for more than 50 Accountants, Mumbai (Registration No. FRN- 100017), Members, he shall choose any 50 Members and who have been appointed by the Board of Directors confirm the same to the Company 24 hours before the on the recommendation of the Audit Committee, as commencement of the Meeting. In case, the Proxy fails the Cost Auditors of the Company, to conduct the to do so, the Company shall consider only the first 50 audit of cost records of the Company as prescribed proxies received in respect of such person as valid. under the Companies (Cost Records and Audit) Rules, 3. During the period, beginning 24 hours before the 2014, as amended, for the financial year ending time fixed for the commencement of the Meeting and 31st March 2020. ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at RESOLVED FURTHER THAT the Board of Directors any time during the business hours of the Company, of the Company (including any Committee thereof) provided that not less than 3 days of notice in writing be and is hereby authorised to do all such acts and is given to the Company.
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