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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 Grasim Industries Limited (CIN: L17124MP1947PLC000410) Registered Office: Birlagram, Nagda -456331 (M.P.) Corporate Office: Grasim Industries Limited, A-2, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai 400030 Telephone: T: +91 22 6652 5000 / 2499 5000 | F: +91 22 6652 5114 / 2499 5114 Website: www.grasim.com; Compliance Officer: Mrs. Hutokshi Wadia; E-mail: [email protected] ISSUE BY WAY OF PRIVATE PLACEMENT OF 5.90% RATED LISTED UNSECURED REDEEMABLE NON–CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH) EACH FOR CASH AT PAR AGGREGATING TO RS. TWO HUNDRED CRORE (“DEBENTURES”) (THE “ISSUE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION AGGREGATING TO RS. THREE HUNDRED CRORE ONLY) GENERAL RISK As the Issue is being made on a private placement basis, this Offer Letter has not been submitted to or cleared by the Securities and Exchange Board of India (“SEBI”). The Issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Offer Letter. Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in the Debentures. For taking an investment decision, investors must rely on their examination of the Issue including the risks involved in it. Specific attention of the investors is invited to the summarized Risk Factors mentioned elsewhere in this Offer Letter. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Letter contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Offer Letter is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes this Offer Letter as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The Debentures proposed to be issued by the Issuer have been rated by CRISIL (the “Rating Agency”). CRISIL has vide its letter dated 2nd June, 2020 assigned a rating of CRISIL AAA with a stable outlook in respect of the Debentures. This rating is considered to have adequate degree of safety regarding timely servicing of financial obligations. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings Page 1 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 DEBENTURE TRUSTEES KFin Technologies Private Limited, IDBI Trusteeship Services Ltd (Formerly Known As Karvy Fintech Private Asian Building, Ground Floor, 17, Limited) R. Kamani Marg, Ballard Estate, Karvy Selenium Tower B, 6th Floor, Plot Nos. 31 & Mumbai – 400001 32 Gachibowli, Financial District Nanakramguda, Hyderabad - 500032 CREDIT RATING AGENCY LISTING EXCHANGE CRISIL BSE Limited CRISIL House, Central Avenue, Phiroze Jeejeebhoy Towers, Hiranandani Business Park, Dalal Street, Powai, Mumbai-400076 Mumbai 400 001 Page 2 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 9 THE COMPANIES ACT, 2013 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 52 FINANCIALS FOR LAST 3 YEARS MATERIAL EVENTS WHICH MAY AFFECT THE ISSUE OR INVESTOR’S 67 DECISION TO INVEST NAME OF STOCK EXCHANGES WHERE DEBT SECURITIES ARE PROPOSED 70 TO BE LISTED 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 103 QUARTER AND HALF YEAR ENDED 30TH SEPTEMBER, 2019 7 LIMITED REVIEW RESULTS (CONSOLIDATED AND STANDALONE) FOR 105 THE NINE MONTH ENDED 31ST DECEMBER, 2019 Page 3 of 109 DEFINITIONS AND ABBREVIATIONS Grasim / Company / Issuer/ Grasim Industries Limited or “Grasim” We/ Us 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. Aditya Birla Group “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 Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner Beneficial Owner(s) 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/ Board of Directors of Grasim (which includes any committee thereof) Director(s) At any time, the aggregate outstanding principal, capital or nominal amount (and any Borrowings fixed or minimum premium payable on prepayment or redemption) of the Financial Indebtedness of the Issuer. BSE BSE Limited A day which is not a Saturday or Sunday or a public holiday and on which clearing of Business Day cheque and RTGS facilities are available in Mumbai. CDSL Central Depository Services (India) Limited Companies Act, 1956 and/or Companies Act, 2013 or such act or acts for the time Companies Act 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. The trustee of the Debenture Holder(s), in this case being IDBI Trusteeship Services Debenture Trustee Limited. Deemed Date of Allotment 17th June, 2020 A Depository registered with SEBI under the SEBI (Depositories and Participant) Depository 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 4 of 109 Twelve months period commencing from 1 April of a particular calendar year and Financial Year ending on 31 March of the subsequent calendar year. Means the Listing Agreement for Debt Securities issued by Securities and Exchange Listing Agreement Board of India, as amended from time to time Memorandum of Association Memorandum of Association of Grasim Industries Limited / MOA Rated, Listed, Unsecured,