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Grasim Industries Ltd.

BSE: 500300 Sector: Industrials
NSE: GRASIM ISIN Code: INE047A01021
BSE 00:00 | 20 Jul 936.85 1.05
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NSE 00:00 | 20 Jul 939.10 3.35
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OPEN 934.60
PREVIOUS CLOSE 935.80
VOLUME 13077
52-Week high 1299.90
52-Week low 915.00
P/E 31.43
Mkt Cap.(Rs cr) 61,607
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 934.60
CLOSE 935.80
VOLUME 13077
52-Week high 1299.90
52-Week low 915.00
P/E 31.43
Mkt Cap.(Rs cr) 61,607
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Grasim Industries Ltd. (GRASIM) - Director Report

Company director report

TO THE MEMBERS OF GRASIM INDUSTRIES LIMITED

Your Directors are pleased to present the 70th Annual Report of your Company along withthe Audited Financial Statements for the financial year ended 31st March 2017

FINANCIAL HIGHLIGHTS

Consolidated

Standalone

2016-17 2015-161 2016-17 2015-16
Revenue from Operations 40247.17 38535.01 11252.95 9778.40
Earnings Before Interest Depreciation/ Amortisation and Tax (EBITDA) 8332.91 7066.05 2628.70 1851.13
Less: Finance Costs 702.40 718.09 57.62 14740
Less: Depreciation and Amortisation 1807.59 1833.79 446.14 444.89
Profit Before Share in Profit/(Loss) of Equity Accounted Investees Exceptional Items and Tax 5822.92 4514.17 2124.94 1258.84
Share in Profit/(Loss) of Equity Accounted Investees 129.40 193.02 - -
Exceptional Items - (27.85) - (29.19)
Profit Before Tax (PBT) 5952.32 4679.34 2124.94 1229.65
Tax Expenses 1706.71 1224.60 564.94 259.01
Profit After Tax including Share in Profit/(Loss) of Equity Accounted Investees 4245.61 3454.74 1560.00 970.64
Attributable to:
Shareholders of the Company 3167.30 2468.14 1560.00 970.64
Non-Controlling Interest 1078.31 986.60 - -
Other Comprehensive Income (Net of Tax) 963.44 221.69 1011.53 91.82
Total Comprehensive Income for the Year 5209.05 3676.43 2571.53 1062.46
Attributable to:
Shareholders of the Company 4118.78 2678.12 2571.53 1062.46
Non-Controlling Interest 1090.27 998.31 - -
Retained Earnings: Opening Balance 2109.82 914.34 2604.32 1938.58
Transferred from ABCIL as on 1st April 2015 pursuant to the Scheme of Amalgamation - 362.33 - 362.33
Profit for the Year 3167.30 2468.14 1560.00 970.64
Re-measurement of Defined Benefits Plan (18.17) (0.11) (8.61) 2.52
Loss on sale of Non-Current Investments transferred to Retained Earnings from Equity - (1.02) - (1.02)
Instrument through Other Comprehensive Income
Other adjustments related to an Associate (52.65) (2.72) - -
Dilution of Stake in a Subsidiary and Associate (1.86) - - -
Surplus Available for Appropriation 5204.44 3740.96 4155.71 3273.05
Appropriations:
Reserve Fund 0.69 0.34 - -
General Reserve 1704.56 1405.10 500.00 500.00
Dividend Paid (including Corporate Dividend Tax) 253.20 198.77 220.84 168.73
Debenture Redemption Reserve (53.77) 26.93 - -
Legal Reserve 0.63 - -
Retained Earnings: Closing Balance 3299.13 2109.82 3434.87 2604.32

The financial statements have been prepared in accordance with Ind AS notified underthe Companies (Indian Accounting Standards) Rules 2015 as amended by the Companies(Indian Accounting Standards) (Amendment) Rules 2016 the relevant provisions of theCompanies Act 2013 ('the Act') and guidelines issued by the Securities and ExchangeBoard of India ('SEBI'). The date of transition to Ind AS is 1st April 2015.

DIVIDEND

Your Directors have recommended a dividend of ' 5.50 (Rupees Five and Paise Fifty Only)per equity share of ' 2 each of the Company for the financial year ended 31st March 2017The dividend if approved by the members would involve a cash outflow of ' 401.47 Crore(inclusive of Dividend Distribution Tax).

In terms of the provisions of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations your Company hasformulated a Dividend Distribution Policy. This Policy is given in Annexure 'A' to thisReport and is also accessible at your Company's website www.grasim.com .

TRANSFER TO RESERVES

Your Company proposes to transfer ' 500 Crore to the General Reserves.

PERFORMANCE REVIEW

Your Company recorded Standalone Revenue of ' 11253 Crore 15% higher from ' 9778Crore in the previous year. Net Profit for the year at ' 1560 Crore increased by 60.71 %from ' 971 Crore in the previous year.

With improved performance of all the three businesses EBIDTA grew by 18% to ' 8333Crore from ' 7066 Crore in the previous year. Your Company's Consolidated Revenueincreased to ' 40247 Crore from ' 38535 Crore in the previous year. Net Profit increasedto ' 3167 Crore from ' 2468 Crore in the previous year.

Globally the demand for Viscose Staple Fibre (VSF) has been growing at a faster rateas compared to other fibres and is expected to continue to grow at healthy pace. InIndia high value currency replacement programme temporarily impacted down stream playersin textile value chain. Thus the demand for VSF witnessed a slowdown particularly frompower loom sector. However your Company was able to do higher export sales of VSF tomitigate the slowdown in domestic off take.

Sales volume of the Company increased by 6% led by higher share of speciality fibrewhich increased from 33%

in FY 16 to 36% in FY 17. Improved productivity at various plants led to reduction inconsumption of power steam and caustic soda. Higher realisation and improvement inoperating efficiencies resulted in surge in EBITDA which went up by 56% from ' 923 Croreto ' 1439 Crore negated to some extent by increase in pulp cost. EBITDA margin was 20%in the current financial year as against 15% in the last financial year.

Sustainability is the key focus area for the Company Significant reduction of more than20% in water consumption was achieved by Quarter 4 compared to average consumption of FY16.

The Company's Liva brand for VSF-based products is making strong foothold in women'swear market. Liva Creme a premium version of brand Liva was launched during the year tocater to the niche market. It has established strong market presence with leadingcustomers and is helping expand market for speciality fibre in India.

The joint venture companies (JVs) engaged in Pulp and Fibre business reportedconsiderable improvement in financial performance. As against a PAT (Grasim's share) of '63 Crore in FY 16 these JVs have contributed a PAT of ' 138 Crore during the currentyear. Higher pulp realisation and volumes coupled with improvement in consumption norms ofvarious inputs led to rise in operating profit.

Chemical business reported an increase of 11% in sales revenue and EBITDA increased by13% over the previous year. Capacity utilisation was high at 93%. Sales volume was up by2%. The impact of higher energy cost was offset by reduction in power consumption anddecline in salt and other raw material cost. Steady growth of chlorine derivative productseased the pressure on chlorine offtake to a great extent. The chlorine derivativesbusiness also provides good growth opportunity in the exports market. Business achievedsignificant progress in the areas of water treatment chemicals plasticisers and otherindustrial products.

In Cement business UltraTech Cement Limited (UltraTech) a subsidiary of your Companyhas completed the acquisition of the cement plants of Jaiprakash Associate Ltd. andJaiprakash Cement Corporation Ltd. located in Madhya Pradesh Uttar Pradesh HimachalPradesh Uttarakhand and Andhra Pradesh with a total capacity of 21.20 MTPA at anenterprise value of '16189 Crore in June 2017. During the year under review cementcapacity was augmented to 66.25 MTPA following the commissioning of the grinding unit atPatliputra in Bihar. Cement production improved marginally from 47.56 MTPA in the previousto 4791 MTPA. Capacity utilisation clocked 72% on a higher capacity base. Domestic salesvolume rose marginally from 47.13 MMT to 47.62 MMT vis-a-vis a marginal dip in industryvolume for the year.

STRATEGIC INITIATIVES

The Management Discussion and Analysis Section which forms part of the Annual Reportfocuses on your Company's strategies for growth and the performance review of thebusinesses/operations in depth.

COMPOSITE SCHEME OF ARRANGEMENT

Vide its Order dated 1st June 2017 the National Company LawTribunal Bench atAhmedabad (NCLT) has sanctioned the Composite Scheme of Arrangement between your Companyand Aditya Birla Nuvo Limited (ABNL) and Aditya Birla Financial Services Limited (nowknown as Aditya Birla Capital Limited) (ABCL) (Scheme). With effect from 1st July 2017(the Effective Date 1) ABNL along with its assets liabilities contracts employeesetc. stands amalgamated with and be vested in your Company as a going concern so as tobecome the assets liabilities etc. of your Company in the manner provided in theScheme. With effect from 4th July 2017 (the Effective Date 2) the financial servicesbusiness of your Company stands transferred to and vested in ABCL.

With the amalgamation becoming effective ABCL and its subsidiaries have become thesubsidiary companies of your Company.

The restructuring in terms of the Scheme has enabled your Company to extend itspresence to the fast growing sectors such as financial services and telecom and enhancelongterm value for the shareholders. This will also enable ABCL to grow faster under yourCompany's strong parentage and is expected to improve its credit profile and reduce itscost of borrowings thereby enhancing its competitive positioning. The merger has also ledto consolidation of similar businesses of your Company and ABNL.

Your Company and ABCL are in the process of completing the formalities relating toallotment of shares of their respective Companies and listing the same.

CORPORATE ACTIONS PLANS IMPLEMENTED/ INITIATED DURING THE YEAR ENDED 31ST MARCH 2017

The following developments/actions have taken place during the year ended 31st March2017:

a. Sub-division of equity shares of your Company from one equity share of the facevalue of ' 10/- each fully paid up to five equity shares of the face value of ' 2/- eachfully paid-up;

b. Increase in investment limit for registered foreign portfolio investors/foreigninstitutional investors from 24% to 30% in your Company. (Approval received from ReserveBank of India on 13th April 2017 for increase in the limit to 49%).

c. The Board of Directors of your Company has adopted Dividend Distribution Policy.

d. The Board of Directors of Idea Cellular Limited (Idea) had at their meeting held on20th March 2017 approved the merger of Vodafone India Limited and Vodafone MobileServices Limited with Idea subject to receipt of necessary approvals.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 (Act) read with the Companies (Accounts)Rules 2014 SEBI (LODR) and Ind AS 110 - Consolidated Financial Statements and Ind AS 28- Investment in Associates and Joint Ventures the Audited Consolidated FinancialStatements are provided in this Report. The Consolidated Financial Statements have beenprepared on the basis of the Audited Financial Statements of the Company itssubsidiaries joint ventures and associate companies as approved by their respectiveBoard of Directors.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

a. With effect from 1st April 2016 AV Cell Inc. and AV Nackawic Inc. the jointventure companies of your Company amalgamated and formed a new company namely AV GroupNB Inc. Canada. Your Company holds 45% of the paid-up equity share capital of AV Group NBInc. same as it held in each of AV Cell Inc. and AV Nackawic Inc.

b. With effect from 15th July 2016 the paid-up share capital of Aditya Birla ElyafSanayi Ve Ticaret Anonim Sirketi Turkey stood reduced to TL 500000 from TL60000000. The Company received a sum of ' 56.20 Crore on account of such reduction.Your Company continues to hold 33.33% of the paid-up share capital of Aditya Birla ElyafSanayi Ve Ticaret Anonim Sirketi.

c. On 20th March 2017 your Company executed Agreements as Promoters of Idea CellularLimited in respect of the proposed merger of Vodafone India Limited and Vodafone MobileServices Limited with Idea Cellular Limited.

With effect from 1st July 2017 the subsidiary companies of the erstwhile Aditya BirlaNuvo Limited have become the subsidiaries of your Company.

In accordance with the provisions of Section 129(3) of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 a report on the performance and financial position ofeach of the subsidiaries associates and joint venture companies is given in Annexure 'B'to this Report.

In accordance with the provisions of Section 136(1) of the Act the Annual Report ofyour Company containing inter alia the audited standalone and consolidated financialstatements has been placed on the website of the Company www.grasim.com . Further theaudited financial statements along with related information and other reports of each ofthe subsidiary companies have also been placed on the website of the Company www.grasim.com.

In accordance with Section 136 of the Act the financial statements of the subsidiarycompanies and related information are available for inspection by the Members at theRegistered Office of your Company during business hours upto the date of the AnnualGeneral Meeting (AGM). Any Member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Registered Office of your Company.

SHARE CAPITAL

During the year 2016-17:

• Your Company sub-divided each equity share of the Company of face value of '10/- fully paid-up into 5 (five) Equity Shares of face value of ' 2/- each fully paid-upas on the record date fixed on 8th October 2016 pursuant to the resolution passed byMembers in the Annual General Meeting held on 23rd September 2016.

• Your Company allotted 106580 equity shares (postsub-division adjustment to thenumber of equity shares) of ' 2/- each pursuant to the exercise of stock options.

As on 31st March 2017 the paid-up equity share capital of your Company stood at '93.37 Crore consisting of 466862190 equity shares of ' 2/- each.

During the year 2016-17 the Company has not issued shares with differential votingrights and sweat equity shares.

DEPOSITS

During the year under review your Company has not accepted or renewed any depositwithin the meaning of Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest was outstandingas on the date of the Balance Sheet.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Act and Schedule V of SEBI (LODR) disclosures onparticulars relating to loans advances and investments are provided as part of theFinancial Statements. There are no guarantees issued or securities provided by yourCompany in terms of Section 186 of the Act read with the Rules issued thereunder.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (LODR) forms an integral part of this Report.

CORPORATE GOVERNANCE

Your Directors re-affirm their continued commitment to best practices of CorporateGovernance. Corporate Governance principles form an integral part of the core values ofyour Company.

In terms of Regulation 34 of SEBI (LODR) a separate report on Corporate Governancealong with a certificate from the Auditors on its compliance forms an integral part ofthis Report and is given as Annexure 'C'.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of SEBI (LODR) a separate section of BusinessResponsibility Report describing the initiatives taken by the Company from environmentalsocial and governance perspective forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

With effect from 1st October 2016 Mr. R. C. Bhargava an Independent Director (DIN:00007620) resigned from the Board and Committees of the Board of Directors of the Company.The Board places on record its deep appreciation and gratitude for the valuablecontribution and advice offered by Mr. R. C. Bhargava during his tenure as Director on theBoard of the Company.

Mr. K. K. Maheshwari Non-Executive Director (DIN: 00017572) resigned from the Boardof Directors of the Company w.e.f. 27th December 2016 due to precommitment. The Boardplaces on record its deep appreciation and gratitude for the substantial contribution andvaluable advice offered by Mr. Maheshwari during his tenure as Director on the Board ofthe Company.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Kumar

Mangalam Birla (DIN: 00012813) Director of the Company retires by rotation at theensuing Annual General Meeting (AGM) and being eligible has offered himself forreappointment. Resolution seeking his appointment has been included in the Notice of theAGM. Your Directors commend the Resolution for your approval.

A brief resume of the Director being re-appointed forms part of the Notice of theensuing AGM.

In terms of the provisions of Sections 2(51) 203 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Dilip GaurManaging Director Mr. Sushil Agarwal Whole-time Director and Chief Financial Officerand Mrs. Hutokshi Wadia President and Company Secretary are the Key Managerial Personnelof your Company.

During the financial year 2016-17 Mr. Dilip Gaur Managing Director and Mr. SushilAgarwal Whole-time Director and Chief Financial Officer of the Company have not receivedany commission/remuneration from your Company's holding or subsidiary Companies.

FORMAL ANNUAL EVALUATION

The evaluation framework for assessing the performance of Directors of your Companyinter alia comprises of contributions at the meetings strategic perspective or inputsregarding the growth and performance of your Company.

Pursuant to the provisions of the Act and SEBI (LODR) and in terms of the Framework ofthe Board Performance Evaluation the Nomination and Remuneration Committee and the Boardhave carried out an annual performance evaluation of its own performance the performanceof various Committees of the Board individual Directors and the Chairman. The manner inwhich the evaluation has been carried out has been set out in the Corporate GovernanceReport which forms an integral part of this Annual Report. The details of the programmefor familiarisation of the Independent Directors of your Company are available on yourCompany's website www.grasim.com .

MEETINGS OF THE BOARD

During the year ended 31st March 2017 five Board Meetings were held on 7th May 201611th August 2016 28th October 2016 30th January 2017 and 13th February 2017. Furtherdetails on the Board Meetings are provided in the Corporate Governance Report formingpart of this Annual Report.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the

Independent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under the Act read with Schedules and Rules issued thereunderand the SEBI (LODR).

DIRECTORS' RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity with the requirementsof the Act and the Accounting Standards. In terms of Sections 134(3)(c) and 134(5) of theAct in relation to the Audited Financial Statements of the Company for the year ended31st March 2017 the Directors of your Company hereby state that:

a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures if any;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March 2017 and of theprofit of your Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

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

e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

AUDITORS AND AUDIT REPORTS

Presently M/s. G. P Kapadia & Co. and BSR & Co. LLP are the Joint StatutoryAuditors of the Company. Pursuant to the provisions of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 M/s. G. P Kapadia & Co. will be retiringas one of the Joint Statutory Auditors of your Company at the ensuing Annual GeneralMeeting of the Company.

At its meeting held on 19th May 2017 the Board has appointed S R B C & Co. LLPChartered Accountants (ICAI Firm Registration No. 324982E) as one of the Joint

Statutory Auditors of the Company in place of M/s. G. P Kapadia & Co. CharteredAccountants (Registration No. 104768W) the retiring Joint Statutory Auditors for aperiod of five years i.e. to hold office from the conclusion of this Annual GeneralMeeting till the conclusion of Seventy- fifth Annual General Meeting of the Company to beheld in the year 2022 subject to the approval of the Members at such remuneration as maybe mutually agreed between the Board of Directors of the Company and S R B C & Co LLPBSR & Co. LLP will continue to hold office till the conclusion of the Seventy-fourthAnnual General Meeting of the Company to be held in the year 2021 subject to theratification by the Members in each Annual General Meeting.

Consent of the Auditors and certificate u/s 139 of the Act have been obtained from eachof the Auditors to the effect that their appointment/ratification if made shall be inaccordance with the applicable provisions of the Act and the Rules issued thereunder. Asrequired under the SEBI (LODR) BSR & Co. LLP and S R B C & Co LLP have confirmedthat they hold a valid certificate issued by the Peer Review Board of ICAI.

The Board places on record its appreciation for the contribution of M/s. G. P. Kapadia& Co. Chartered Accountants during their tenure as one of the Joint StatutoryAuditors of your Company.

The observations made by the Statutory Auditors on the Financial Statements of theCompany in their Report for the financial year ended 31st March 2017 read with theexplanatory notes therein are self-explanatory and therefore do not call for anyfurther explanations or comments from the Board under Section 134(3)(f) of the Act. TheAuditors' Report does not contain any qualification reservation or adverse remark.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended Notifications/Circulars issued by the Ministryof Corporate Affairs from time to time your Board at its meeting held on 19th May 2017has on the recommendation of the Audit Committee re-appointed M/s. D. C. Dave & Co.Cost Accountants Mumbai as the Cost Auditors to conduct the audit of the cost records ofthe Company for the financial year 2017-18 at a remuneration not exceeding ' 1000000/-(Rupees Ten Lakh Only) plus applicable taxes and reimbursement of actual out-of-pocketexpenses in connection with the audit. Your Company has received consent from M/s. D. C.Dave & Co. Cost Accountants to act as the Cost Auditors of your Company for thefinancial

year 2017-18 along with a certificate confirming their independence.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasreappointed M/s. BNP & Associates Company Secretaries Mumbai to conduct thesecretarial audit for the financial year 2016-17 The Secretarial Audit Report issued byM/s. BNP & Associates Company Secretaries for the financial year 2016-17 forms partof this Report and is set out in Annexure 'D' to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

DISCLOSURES

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Act an extract of theAnnual Return of the Company for the financial year ended 31st March 2017 is given inAnnexure 'E' to this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review all contracts/ arrangements/transactionsentered into by your Company with Related Parties were on arm's length basis and in theordinary course of business. There are no material transactions with any Related Party asdefined under Section 188 of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014. All Related Party transactions have been approved by the AuditCommittee of your Company. Omnibus approvals are taken for transactions which arerepetitive nature. Your Company has implemented Related Party transaction manual andStandard Operating Procedures for the purpose of identification and monitoring of suchtransactions.

Since all the contracts/arrangements/transactions with Related Parties during the yearunder review were in the ordinary course of business and at arm's length and were notconsidered material disclosure in Form AOC-2 under Section 134(3)(h) of the Act readwith the Companies (Accounts of Companies) Rules 2014 is not applicable. The details ofcontracts and arrangements with Related Parties of your Company for the financial yearended 31st March 2017 are given in Note 4.5.4 to the Standalone Financial Statementsforming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board is available onyour Company's website www. grasim.com.

RISK MANAGEMENT

You Company recognises that risk is an integral part of business and is committed tomanaging the risk in a pro-active and efficient manner. Your Company's Risk ManagementCommittee periodically assesses the risks in the internal and external environment alongwith the cost of mitigating risk and incorporates Risk Mitigation Plans in its strategybusiness and operation plans. Your Company has a comprehensive risk management policy/framework which is reviewed by the Risk Management Committee. More details on riskmanagement are covered in the Management Discussion and Analysis forming part of thisAnnual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a robust Vigil Mechanism for reporting of concerns throughthe Whistle Blower Policy of the Company which is in compliance with the provisions ofSection 177 of the Act read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 and SEBI (LODR). The Policy provides for framework and process forthe employees and directors to voice genuine concerns or grievances about unprofessionalconduct without fear of reprisal. Adequate safeguards are provided against victimisationto those who avail of the mechanism and access to the Chairman of the Audit Committee inexceptional cases is provided to them. The details of the Vigil Mechanism are alsoprovided in the Corporate Governance Report and the Whistle Blower Policy has beenuploaded on the website of the Company www.grasim.com .

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of yourCompany has a Corporate Social Responsibility (CSR) Committee which is chaired by Mrs.Rajashree Birla. The other Members of the Committee are Mr. B. V. Bhargava Mr. ShailendraK. Jain and Mr. Dilip Gaur. Dr. Pragnya Ram Group Executive President CorporateCommunication and CSR is a permanent invitee to the Committee. The Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany is available on your Company's website www.grasim.com .

The Company is a caring corporate citizen and lays significant emphasis on developmentof the host communities around which it operates. The Company with this intent hasidentified several projects relating to Social Empowerment and Welfare InfrastructureDevelopments Sustainable Livelihood Health Care and Education during the year andinitiated various activities

in neighbouring villages around its plant locations. The work on several initiativeshas picked up momentum during the year resulting in a spend of ' 18.06 Crore (2.29% ofthe average net profits of the last 3 years as defined for the purposes of CSR). TheCompany has identified promotion and development of handloom handicrafts and relatedprojects the work which was started in earlier years will be intensified in the currentyear.

The Annual Report on CSR activities is given in Annexure 'F' to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to the conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read withthe Companies (Accounts) Rules 2014 is given in Annexure 'G' to this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control system commensurate withthe size of its operations. Internal control systems comprising of policies and proceduresare designed to ensure sound management of your Company's operations safe keeping of itsassets optimal utilisation of resources reliability of its financial information andcompliance. Systems and procedures are periodically reviewed to keep pace with the growingsize and complexity of your Company's operations. During the year under review nomaterial or serious observation has been received from the Auditors of the Company citinginefficiency or inadequacy of such controls.

REMUNERATION POLICY

The Remuneration Policy of your Company as formulated by the Nomination andRemuneration Committee of the Board of Directors is given in Annexure 'H' to this Report.

COMMITTEES OF THE BOARD AUDIT COMMITTEE

With Mr. R. C. Bhargava ceasing to be a Director on the Board of your Company theAudit Committee has been re-constituted and now comprises of Mr. Arun Thiagarajan Mr. B.V. Bhargava and Mr. M. L. Apte all Independent Directors as its members. Mr. DilipGaur Managing Director and Mr. Sushil Agarwal Whole-time Director and Chief FinancialOfficer are the permanent invitees to the meetings of the Audit Committee.

With effect from 30th January 2017 Mr. Arun Thiagarajan has been appointed as Chairmanof Audit Committee in place of Mr. B. V. Bhargava who continues to be a member of theAudit Committee.

Further details relating to the Audit Committee are provided in the CorporateGovernance Report forming part of this Annual Report.

All the recommendations made by the Audit Committee during the year were accepted bythe Board of Directors of the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. M. L. Apte Mr. Cyril Shroffand Mr. Kumar Mangalam Birla as its members. Further details relating to the Nominationand Remuneration Committee are provided in the Corporate Governance Report forming partof this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee comprises of Mrs. Rajashree Birla Mr. B.V. Bhargava Mr. Shailendra K. Jain and Mr. Dilip Gaur as its members. Further detailsrelating to the Corporate Social Responsibility Committee are provided in the CorporateGovernance Report forming part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee comprises of Mr. B. V. Bhargava Mr. M. L.Apte Mr. Cyril Shroff and Mr. Sushil Agarwal as its members. Further details of theStakeholders' Relationship Committee are provided in the Corporate Governance Reportforming part of this Annual Report.

RESEARCH AND DEVELOPMENT

The portfolio of technology projects continues to aim at addressing competitive marketchallenges in the areas of product quality cost reduction and new product offerings. Inaddition to pursuing step-change technologies during FY 2016-17 your Company isincreasingly focused on taking developments from the laboratory through scale- up andplant implementation.

PULP AND FIBRE BUSINESS

The centralised Clonal Production Centre (CPC) produced 75 Lakh clonal plantlets foruse in various planting

programmes like farm forestry agroforestry and social forestry. Emphasis was ondistribution of site specific high yielding and diseases resistant clonal plants toencourage plantation to support wood supply to pulp plant in future years.

The Pulp R&D capabilities are relatively small and until recently have focusedon local Domsjo speciality product developments. They have had significant successes inthis area with the commercial demonstration of higher priced speciality pulp products forhigh strength filament rayon applications and food casing products. The group has alsobeen expanding their work in conjunction with the Pulp CTC and local contract R&Dresources co-located at different sites to improve viscosity control during pulpmanufacture. Improved viscosity control is a key to further VSF quality enhancements. ThePulp R&D group has also worked across the network of pulp sites to improve theapplication uniformity and cost of additives critical to viscose manufacturingperformance. Key additional areas of focus for future work include: quality enhancementsthrough continued advances in viscosity control and reductions in pulp contaminant levelscost reduction through process developments lowering chemical costs improving woodyields increasing plant productivity and improvements leading to more uniform viscoseprocessing technologies for improved environmental performance.

With an objective of guiding improvement in product quality towards global benchmarkquality levels a Quality Initiative based on Six Sigma techniques starting withmonitoring of the First Pass Yield (FPY) was launched in the year 2012-13. While customerexperience has improved with implementation of FPY across all lines a classificationcriteria based on customer experience is being developed for distinguishing fibreproduction lines that still need further improvement. This will involve relating processcapability of customer and fibre production processes. Further an Uptime metric has beendesigned to focus on equipment reliability that determines consistency of material flowimpacting both the fibre properties and the plant effectiveness.

Further the pulp and fibre plants are being connected seamlessly through digitisationinitiative. Such access to the feed pulp quality data will help the fibre plants toaccordingly adjust the processes in real-time. While this will help enhance productconsistency at fibre plant knowledge of this will provide as feedback to pulp plant tofurther enhance customer critical attributes.

For VSF fibre production facilities raw material and energy consumption reductions arethe prime focus areas for improving production costs in existing processes. Commercialimplementation of technologies previously developed have allowed us to meet theimprovement targets we set last year. Technology advances in further reducing rawmaterial utilisation have been demonstrated at the Fibre Research Centre (FRC) facilitythereby laying the groundwork for implementing new targets for next year. Value-addedproduct developments continue to fill and move through our pipeline. New programmes aimedat improving fibre quality and performance are leading to advances for these moreenvironmentally friendly products which reduce waste effluent and water consumption downthe value chain.

The Textile Research and Applications Development Centre (TRADC) continues as animportant contributor to the business development process across the fashion seasons.TRADC creates and fabricates new product concepts and styles highlighting the uniquevalues that VSF offers enabling Marketing to create ongoing excitement for theseproducts. Increased knowledge of these properties has been used to design and positionwith customers new offerings for sportswear and home textiles. The launch of Modal LivaCreme one of these developments was supported with a technical bulletin whichcommunicates the quantitative benefits of this concept to customers and down-stream valuechain partners which supports their marketing programmes.

Progress was made toward the in-house technology development initiative for the Excelproject. Optimum pulp characteristics and process parameters for improving the fibremechanical properties were also identified. In addition basic data were developed toachieve step- change improvements in the solvent recovery area.

Enabling Capabilities

In Pulp and Fibre Business significant laboratory semiworks and commercial scale-upcapabilities have been put in-place. A very capable group of research professionals frommultiple disciplines have been hired and developed into an effective team able to carryout independent development projects. The business is now beginning to realise significantbenefits from this innovation capability through the recent commercialisation of new Pulpand VSF technologies. The continuing development of basic data supporting existing andfuture Excel production facilities provides the basis for this step-change technology

capability. We continue to improve our programme portfolio and its execution incollaboration with the Operations and Marketing teams to better support the businessobjectives.

CHEMICAL BUSINESS

Your Company's Chemical business puts equal focus on performance engines and innovationinitiatives. To ensure right balance dedicated resources are deployed for innovativeinitiatives whereever required and shared resources are deployed where it is necessary tohave interdependencies.

Performance engines focus on business performance for growth and competitive advantagethrough rigorous and robust review mechanism for improvements on energy environment andresource conservation. These include:

i) technology upgradation to 6th generation electrolysers

ii) timely replacement of key spares through predictive and pro-active maintenancepractices;

iii) resource conservations and water through the usage of washer and super washed salta major raw material; and

iv) improving the efficiencies of ethical drives and mechanical drives and utilitiessuch as water through recycling and steam by installation of CPUs (Condensate polishingunits)

Innovation initiatives focus on new product developments based on market intelligenceand market feedback prospectively and product variants based on specific segments ofcustomers feedback. These include Chlor Alkali as well as valued-added products fromChlorine

i) recovery of product from Liquid wastes of phosphoric acid such as calcium chloride;

ii) elimination of barium carbonate and recovery sodium sulphate from brine stream anddeveloping;

iii) PAC SBP and Chlorine gas for new applications for handling water and waste waterfor dye industry pulp and paper industry sewage treatment and municipal waste waters;and

iv) product variants of chlorinated paraffins to meet different segments and specificcustomers based on the specific quality requirements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this Report no material changes and commitmentswhich could affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the names and other particulars of employees drawing remuneration in excess of thelimits set off in the aforesaid Rules are to be set out in the Board's Report as anannexure thereto. In line with the provisions of Section 136(1) of the Act the Report andAccounts as set out therein are being sent to all the Members of your Company excludingthe aforesaid information about the employees. Any Member who is interested in obtainingthese particulars about employees may write to the Company Secretary at the RegisteredOffice of your Company. The aforesaid addendum is also available for inspection by themembers at the Registered Office of the Company 21 days before the AGM and upto the dateof the ensuing AGM during business hours on working days.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in Annexure 'H' to this Report.

EMPLOYEE STOCK OPTION SCHEMES (ESOS) Your Company has Employee Stock Option Scheme-2006(ESOS-2006) and Employee Stock Option Scheme-2013 (ESOS-2013) which provides for grant ofStock Options and/or Restricted Stock Units (RSUs) to eligible employees of the Company.

The Shareholders have approved ESOS-2006 through postal ballot on 20th January 2007and ESOS-2013 at the 66th Annual General Meeting of the Company held on 17th August 2013.

The details of Employee Stock Options granted pursuant to ESOS-2006 and the EmployeeStock Options and RSUs granted pursuant to ESOS-2013 as also the other

disclosures in compliance with the provisions of the Securities and Exchange Board ofIndia (Employee Share Based Employee Benefits) Regulations 2014 are available on theCompany's website www.grasim.com .

A certificate from M/s. G. P Kapadia & Co. Chartered Accountants the StatutoryAuditors on the implementation of your Company's Employee Stock Option Schemes will beplaced at the ensuing AGM for inspection by the Members and a copy will also be availablefor inspection at the Registered Office of the Company.

HUMAN RESOURCES

Your Company believes that its knowledge capital will drive growth and profitability.Your Company enjoys a strong brand image as a preferred and caring employer. The ongoingfocus is on attracting retaining and engaging talent with the objective of creating arobust talent pipeline at all levels. Value-based HR programmes have enabled yourCompany's HR team to be strategic partners for the business. Your Company laid stress tobuild a women- friendly workplace by introducing various initiatives around developmentand progression of women employees in the organisation. Your Company has focused oninternal talent and nurture them through the culture of continuous learning anddevelopment thereby building capabilities for creating future leaders. Your Companycontinues to work to strengthen the 'World of Opportunities' employee positioninginitiatives like a hiring freeze at some levels robust talent review career developmentconversations and best-in-class development opportunities which will help to enhance theemployee experience at your Company.

The Group's Corporate Human Resources plays a critical role in your Company's talentmanagement process.

AWARDS AND ACCOLADES

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

• Oeko-Tex Certificate for Eco-labelling of Fibre by M/s. British TextilesTechnology Group England;

• Frost & Sullivan's Sustainability 4.0 Awards 2016 for excellence inSustainable Development for Safety Excellence & Challengers Category;

• Accreditation from Energy Management System as per EnMS ISO 50001:2011 Standardsby TUV Nord Germany;

• Manufacturing Today Awards - 2016 under the

category of "Large - Excellence in Technology"

• "Certificate of Recognition" by Regulators &

Policymakers Retreat under the category of

"Innovation - 2016-2017"

GENERAL

Your Directors state that no disclosure or reporting is

required in respect of the following items as there were no

transactions on these items during the year under review:

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

2. Issue of shares (including sweat equity shares) to employees of the Company underany Scheme save and except ESOS referred to in this report;

3. There were no revisions in the financial statements;

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in thefuture; and

5. No cases or complaints were filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENTS

Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theircooperation and support and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company'sperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.

For and on behalf of the Board

Kumar Mangalam Birla Chairman (DIN: 00012813)

Mumbai 8th July 2017

ANNEXURE 'A' TO THE BOARD'S REPORT

DIVIDEND DISTRIBUTION POLICY

Introduction

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended the Company is required to formulate and disclose its Dividend DistributionPolicy. Accordingly the Board of Directors of the Company ('the Board') has approved thisDividend Distribution Policy of the Company at its meeting held on 28th October 2016.

The objective of this policy is to provide the dividend distribution framework to thestakeholders of the Company.

The Board of Directors shall recommend dividend in compliance with this policy theprovisions of the Companies Act 2013 and Rules made thereunder and other applicablelegal provisions.

Target Dividend Payout

Dividend will be declared out of the current year's Profit after Tax of the Company.

Only in exceptional circumstances including but not limited to loss after tax in anyparticular financial year the Board may consider utilising retained earnings fordeclaration of dividends subject to applicable legal provisions.

'Other Comprehensive Income' (as per applicable Accounting Standards) which mainlycomprises of unrealized gains/ losses will not be considered for the purpose ofdeclaration of dividend.

The Board will endeavour to achieve a dividend payout ratio (including dividenddistribution tax) in the range of 25% to 45% of the Standalone Profit after Tax net ofdividend payout to preference shareholders if any. Subject to the dividend payout rangementioned above the Board will strive to pass on the dividend received from MaterialSubsidiaries Joint Ventures and Associates (as defined in the Companies Act 2013).

Factors to be Considered for Dividend Payout

The Board will consider various internal and external factors including but notlimited to the following before making any recommendation for dividends:

• Stability of earnings

• Cash flow from operations

• Future capital expenditure inorganic growth plans and reinvestmentopportunities

• Industry outlook and stage of business cycle for underlying businesses

• Leverage profile and capital adequacy metrics

• Overall economic/regulatory environment

• Contingent liabilities

• Past dividend trends

• Buyback of shares or any such alternate profit distribution measure

• Any other contingency plans

General

Retained earnings will be used inter alia for the Company's growth plans workingcapital requirements debt repayments and other contingencies.

If the Board decides to deviate from this policy the rationale for the same will besuitably disclosed. This policy would be subject to revision/amendment on a periodicbasis as may be necessary. This policy (as amended from time to time) will be availableon the Company's website and in the Annual Report.

STATEMENT CONTAINING SALIENT FEATURES: PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OFSECTION 129 OF THE COMPANIES ACT 2013 READ WITH RULE (5) OF THE COMPANIES (ACCOUNTS)RULES 2014

Part "A" - Subsidiaries

Sr. No. Name of the Subsidiary Companies Year Currency Share Capital (including Share Application Money) Reserves and Surplus (Net of Debit Balance of Profit and Loss Account) Total Assets (Non- Current Assets + Current Assets + Deferred Tax Assets) excluding Current and Non-Current Investments Total Liabilities (Non- Current Liabilities + Current Liabilities + Deferred Tax Liabilities) Details of Current and Non-Current Investments (excluding Investments in Subsidiary Companies)- Treasury Bill Gross Turnover Profit / (Loss) Before Taxation Provision for Taxation Profit / (Loss) After Taxation Proposed Dividend (including Corporate Dividend Tax)

% of Shareholding

1 Samruddhi SwastikTrading And Investments Limited 2016- 17 6.50 38.61 19.29 1.03 26.85 4.61 1.16 3.45

100%

2015-16 6.50 35.41 6.44 0.87 36.34 - 4.13 0.82 3.31 -

100%

2 Sun GodTrading And Investments Limited 2016- 17 0.05 0.45 0.50 0.04 0.01 0.03

100%

2015-16 0.05 0.42 0.03 - 0.44 - 0.03 0.01 0.02 -

100%

3 Aditya Birla Chemicals (Belgium) BVBA 2016- 17 Euro 6200 (0.03) 0.05 0.09 0.06 (0.02) (0.02)

99.97%

0.04 (2.38) 3.65 5.99 - 4.17 (1.70) - (1.70) -

99.97%

2015-16 Euro 6200 (0.01) 0.05 0.06 - 0.01 (0.01) - (0.01)

99.97%

0.05 (0.85) 4.09 4.89 - 1.08 (0.81) - (0.81)

99.97%

4 Grasim Bhiwani Textiles Limited (GBTL) 2016- 17 20.05 75.30 270.45 175.10 368.53 (1.70) (0.74) (0.96)

100%

2015-16 20.05 76.99 281.84 184.80 - 396.53 (8.01) 2.30 (10.31) -

100%

5 UltraTech Cement Limited (UTCL) - (Standalone) 2016- 17 274.51 23666.50 31872.42 15340.08 7408.67 26886.73 3775.95 1148.23 2627.72

60.23%

2015-16 274.43 21357.40 32497.39 16658.74 5793.18 26678.57 3298.56 928.40 2370.16 -

60.25%

6 Dakshin Cements Limited 2016- 17 0.05 (0.05) 37774 43734

60.23%

2015-16 0.05 (0.05) 37774 43734 - - (6991.00) - (6991.00) -

60.25%

7 Harish Cement Limited 2016- 17 0.25 153.48 156.10 2.37

60.23%

2015-16 0.25 153.48 156.13 2.40 - - - - - -

60.25%

2016- 17 2.33 19.10 22.83 1.40 (0.52) (0.52) 60.23%
2015-16 2.33 19.62 23.36 1.41 - - (0.76) 0.04 (0.80) - 60.25%
2016- 17 0.01 1.81 1.92 0.10 (0.09) (0.09) 60.23%
2015-16 0.01 1.89 2.00 - - - - - - - 60.25%
2016- 17 SLR 50.00 153.56 308.36 104.80 1266.26 84.48 21.08 63.40 48.18%
21.28 65.34 128.16 41.53 - 575.57 38.40 9.59 28.81 - 48.18%
2015-16 SLR 50.00 127.46 249.03 71.57 - 1078.84 74.13 20.29 53.84 - 48.20%
22.76 58.01 114.99 34.22 - 508.13 34.91 9.55 25.36 - 48.20%
2016-17 AED 25.13 18.19 123.43 80.11 (1.75) (1.75) 60.23%
443.44 321.01 2178.13 1413.67 - - (31.86) - (31.86) - 60.23%
2015-16 AED 23.52 17.31 121.23 80.40 - - 19.28 - 19.28 - 60.25%
424.12 312.23 2186.23 1449.88 - - 350.04 - 350.04 - 60.25%
2016-17 AED 1.50 (14.81) 40.21 53.52 * 28.95 (1.09) * (1.09) * 60.23%
26.47 (261.38) 709.50 944.41 - 528.55 (19.90) - (19.90) - 60.23%
2015-16 AED 5.09 (13.71) 40.43 49.04 - 31.87 1.15 - 1.15 - 60.25%
91.76 (247.17) 729.01 884.42 - 578.62 20.90 - 20.90 - 60.25%
2016-17 AED 1.00 (5.56) 17.72 22.28 18.92 (1.19) (1.19) 60.23%
17.65 (98.13) 312.72 393.20 - 345.32 (21.74) - (21.74) - 60.23%
2015-16 AED 1.00 (4.37) 19.79 23.16 - 21.75 0.98 - 0.98 - 60.25%
18.03 (78.77) 356.95 417.69 - 394.95 17.84 - 17.84 - 60.25%
14 Star Cement Co. LLC RasAI Khaimah 2016-17 AED 0.50 10.73 95.75 84.53 36.97 4.80 4.80

60.23%

8.82 189.26 1689.69 1491.60 - 674.90 87.70 - 87.70 -

60.23%

2015-16 AED 14.36 4.32 89.22 70.54 - 34.55 2.90 - 2.90 -

60.25%

258.99 77.91 1608.97 1272.07 - 627.25 52.68 - 52.68 -

60.25%

15 Al Nakhla Crushers LLC Fujairah 2016-17 AED 0.20 0.88 5.20 4.13 4.23 1.16 1.16

60.23%

3.53 15.46 91.81 72.82 - 77.24 21.14 - 21.14 -

60.23%

2015-16 AED 0.20 (0.28) 5.46 5.55 - 4.25 1.21 - 1.21 -

60.25%

3.61 (5.08) 98.55 100.03 - 77.10 21.94 - 21.94 -

60.25%

16 Arabian Gulf Cement Company WLL Bahrain 2016-17 Bahrain Dirham (BHD) 0.03 1.10 1.42 0.29 1.17 0.20 0.20

60.23%

5.16 188.79 243.54 49.59 - 208.79 36.45 - 36.45 -

60.23%

2015-16 Bahrain Dirham (BHD) 0.03 0.89 1.02 0.10 1.10 0.14 0.14

60.25%

5.27 155.68 179.08 18.13 - 193.91 24.96 - 24.96 -

60.25%

17 Emirates Cement Bangladesh Ltd. Bangladesh 2016-17 Takka 158.93 (103.59) 239.72 184.38 257.82 5.71 1.55 4.16

60.23%

129.24 (84.24) 194.94 149.94 - 219.99 4.87 1.32 3.55 -

60.23%

2015-16 Takka 158.93 (107.62) 222.62 171.32 - 187.38 (4.83) 0.62 (5.45) -

60.25%

134.42 (91.02) 188.29 144.89 - 159.89 (4.12) 0.53 (4.65) -

60.25%

18 Emirates Power Company Ltd. Bangladesh 2016-17 Takka 27.00 (21.16) 19.72 13.88 2.70

60.23%

21.95 (17.20) 16.04 11.29 - 2.30 - - - -

60.23%

2015-16 Takka 27.00 (21.15) 20.84 14.99 - 4.47 - - - -

60.25%

22.83 (17.89) 17.62 12.68 - 3.81 - - - -

60.25%

19 Awam Minerals LLC Sultanate of Oman 2016-17 Omani Riyal 0.05 (0.09) 0.11 0.16 0.21 (0.05) (0.05) 30.72%
7.65 (15.12) 18.87 26.33 - 36.20 (8.55) - (8.55) - 30.72%
2015-16 Omani Riyal 0.05 (0.04) 0.16 0.15 - 0.17 (0.03) - (0.03) - 30.73%
7.81 (7.00) 26.82 26.01 - 29.30 (4.56) - (4.56) - 30.73%
20 PTUItraTech Mining Indonesia 2016-17 Indonesian Rupee 1158.90 (1037.47) 121.43 (1028.41) (1028.41) 48.18%
5.64 (5.06) 0.58 - - - (5.21) - (5.21) - 48.18%
2015-16 Indonesian Rupee 1158.90 (9.06) 1149.84 - - - 9.01 - 9.01 - 48.20%
5.80 (0.05) 5.75 - - - 0.04 - 0.04 - 48.20%
21 PT UltraTech Investment Indonesia 2016-17 Indonesian Rupee 1992.40 37.51 2037.45 7.54 (0.30) (0.30) 60.23%
9.70 0.18 9.92 0.04 - - (0.00) - (0.00) - 60.23%
2015-16 Indonesian Rupee 1992.40 37.81 2037.75 7.54 - - (1.42) - (1.42) - 60.25%
9.97 0.19 10.19 0.04 - - (0.01) - (0.01) - 60.25%
22 PT UltraTech Cement Indonesia 2016-17 Indonesian Rupee 2033.46 (1439.37) 596.38 2.28 (1180.92) (1180.92) 59.63%
9.90 (7.01) 2.90 0.01 - - (5.97) - (5.97) - 59.63%
2015-16 Indonesian Rupee 2033.46 (258.45) 1775.01 - - - (201.44) - (201.44) - 59.65%
10.17 (1.29) 8.88 - - - (0.97) - (0.97) - 59.65%

Part "B" : Joint Ventures/Associates

. Name of the Associates/ Joint Ventures AV Group NB Inc. Birla Jingwei Fibres Co. Limited Birla Lao Pulp & Plantations Company Limited Bhubaneswari Coal Mining Limited Aditya Birla Elyaf Sanayi Ve Ticaret Anonim Sirketi Aditya Group AB AV Terrace Bay Inc. (AVTB)@ Bhaskarpara

Coal

Company

Limited

$

Madanpur

(North)

Coal

Company

Private

Limited

#$

Aditya Birla Science & Technology Co. Private Ltd # Idea Cellular Limited #
1 Latest Audited Balance Sheet Date 31st

March

2017

31st

March

2017

31st

December

2016

31st

March

2017

31st

March

2017

31st

March

2017

31st

March

2017

31st

March

2017

31st

March

2017

31st

March

2017

31st

March

2017

2 Share of Joint Venture held by the Company on year end
i) Number of Shares
Equity Shares 204750 NA 19520 33540000 16665 50 28000000 4903191 694425 7799500 171013894
Preference Shares 6750000 - - - - 160000 - - - - -
ii) Amount of Investments in Joint Ventures/Associates 173.62 117.40 95.71 33.54 0.47 317.26 156.36 4.90 0.69 7.80 171.01
iii) Extent of Holding (%) 45% 26.63% 40% 26% 33.33% 33.33% 40% 28.53% 6.73% 39% 4.74%
3 Networth attributable to shareholding as per latest audited Balance Sheet 421.34 60.27 70.07 75.30 4.46 340.55 4.46 0.63 10.79 1166.07
4 Profit/(Loss) for the year 163.00 133.57 (2.53) 51.19 12.15 68.80 (76.80) 0.03 0.05 0.36 (399.70)
i) Considered in Consolidation $$ 73.35 35.57 (1.01) 13.31 4.05 22.93 - - 0.01 0.14 (18.95)
ii) Not considered in Consolidation 89.65 98.00 (1.52) 37.88 8.10 45.87 (76.80) 0.02 0.04 0.22 (380.75)

# Represents Associates.

@ The Company has discontinued recognising its share of further losses as it exceedsthe Company's interest in AVTB as per Ind AS 28.

* Excluding Provision for Impairment in Non-Current Investment of 55.43 Crore.

$ Joint Venture and Associate of UltraTech: Numbers are propornate to the extent of theCompany's interest through UltraTech.

$$ After elimination of unrealised profit (Net) on intra-group transactions.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF GRASIM INDUSTRIES LIMITED

We have examined the compliance of the conditions of Corporate Governance by GrasimIndustries Limited for the year ended on 31st March 2017 as stipulated under theprovisions of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Regulations").

The compliance of the condition of Corporate Governance is the responsibility of theManagement. Our examination was limited to procedures and implementations thereof adoptedby the Company for ensuring the compliance of the conditions of Corporate Governance. Itis neither an audit nor an expression of opinion on the financial statements of theCompany.

In our opinion and to the best of our information and according to the explanationsgiven to us and the representations made by the Directors and the Management we certifythat the Company has complied with the conditions of Corporate Governance as stipulated inthe provisions as specified in Chapter IV of SEBI Regulations.

We state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the Management has conducted theaffairs of the Company.

For G. P Kapadia & Co. Chartered Accountants (Registration No. 104768W)

Atul B. Desai Partner

Membership No. 30850

Place: Mumbai Date: 19th May 2017