Grasim Industries Ltd
Chairman Speech
Dear Shareholders,
The foundation of our Group rests on a philosophy of trusteeship, which imagines
corporations as institutions that drive collective prosperity. This philosophy has played
an integral role in shaping our actions for generations, guiding us in our quest to enrich
lives. Over the years, this purpose, though unstated, has been our unwavering anchor.
In FY23, we formally put to words our Group's purpose statement. At its heart is the
commitment to enrich lives by building dynamic and responsible businesses and institutions
that inspire trust. Every day, we strive to honour this commitment through our brands,
products, services, solutions, actions, relationships, and institutions.
Our purpose statement stands both timeless and fresh against the backdrop of our
extensive history.
In a world of increasing opportunity, and also accelerating uncertainty, our purpose
statement is meant to act as a talisman and remain at the core of our business decisions.
Our purpose offers us a unique lens with which to viewthe world, to bring perspective
to it, and to thrive in it. Guided by this unique perspective, we navigate the evolving
global landscape with resilience and foresight. As we turn our attention to the current
state of the global economy, it is evident that we are charting a course through a 'new
normal'.
GLOBAL ECONOMY: FINDING A NEW NORMAL
The global economy continues to pull itself out of the pandemic-triggered shock. It
does so amid a complex environment marked by the ongoing conflict in Ukraine, geo-economic
fragmentation, soaring interest rates, and looming risks of a banking
contagion. Reflecting these concerns, the International Monetary Fund (IMF) expects
global economic growth to dip from 3.4% in CY22 to 2.8% in CY23. Developed countries are
predicted to experience a more pronounced deceleration, their aggregate growth stumbling
to just 1.3% in CY23-the slowest pace in a decade, excluding the pandemic-impacted CY20.
On the brighter side, China's economy marches towards normalisation following the
lifting of its COVID-related restrictions. Both China and India are set to significantly
contribute to global economic growth in CY23, providing a much-needed stimulus as
developed economies grapple with challenges.
Meanwhile, global supply chain pressures have largely normalised, helping ease
commodity prices and peak inflation levels in most economies. Central banks, led by the US
Federal Reserve, appear to be nearing the end of their rate-hiking phase, signalling
cautious optimism for the global economy and financial markets. However, vigilance remains
crucial in the face of potential risk events in this fragile environment.
INDIA: THE SHINING STAR
India's economic narrative paints a much brighter picture. With a government-led push
to infrastructure investments and pragmatic policies such as the production-linked
incentives scheme, private capex has seen a surge. This rise
triggers a multi-year boom, providing valuable support to economic growth in the face
of softening global demand.
A decadal reshaping of supply chains is underway. As global corporations start to look
at countries across Asia as part of their China + 1 strategies, India is well positioned
to benefit. Supported by the dynamism of its tech-based 'new economy' enterprises and the
expanding digitisation across sectors, India's growth momentum continues to strengthen.
The Reserve Bank of India (RBI) projects India's economy to grow at 6.5% in FY24,
demonstrating the nation's resilience amidst subdued global economic conditions. Inflation
seems to have peaked globally and in India. Easing inflation, robust foreign exchange
reserves, and improving bank assets' quality provide a sizeable cushion against potential
destabilising events in global markets.
A key component of the rise of any industrial ecosystem is the presence of a confident
and skilled workforce. This year, India surpassed China in population and already has the
largest and younges' working age population globally. The lessons learnt from the
transformations of other economies through the last few decades point to the importance of
this demographic dividend.
In the grand theatre of global economic evolution, India stands not as a mere
spectator, but as a charismatic lead.
ADITYA BIRLA GROUP IN PERSPECTIVE
As India takes centre stage in this grand narrative, the Aditya Birla Group finds
itself in a unique position to contribute to this monumental journey. Our enduring success
amidst global uncertainties stems from our unyielding commitment to purpose, anchored in
principles that are much more than just words.
And therefore, the articulation of purpose was just the first step. We cultivated a
deep understanding of our Purpose across the depth and breadth of the Group, including the
last mile. To transform Purpose from a concept to an embodied experience, approximately
600 of our senior leaders and managers took the initiative to receive training and
facilitate introspective dialogues on Purpose. This facilitated their teams to
internalise, personalise, and actualise our Purpose in a manner that was both unique and
authentically representative of their roles within our dynamic Group.
Driven by purpose, the FY23 stands testament to the breadth and scope of
entrepreneurial ventures we have embarked upon. We are exploring uncharted territories,
backing our conviction with capital and talent. Our robust platform serves as a launch pad
for new initiatives, allowing us to tap into opportunities across traditional and sunrise
sectors.
This year, we have emphasised the implementation of our 3-year HR Strategy, guided by
our Purpose Principles. This approach has enabled us to build enduring bonds with our
stakeholders, including key employee segments, like early professionals, and attract
high-quality talent across traditional and digital businesses.
As we continue to expand, our employer brand has empowered us to attract over 11,000
employees in FY23-a diverse pool of new skills and capabilities. Furthermore, our
commitment to diversity is evident in the increasing representation of women in our
workforce. Culture champions have been instrumental in fostering an inclusive and
collaborative environment where every employee feels heard, valued, and respected.
Amidst shifting market dynamics, Learning and Leadership Development continues to be a
key pillar, helping us equip over 35,000 employees with the skills necessary to drive
business outcomes. Over 400 senior leaders, encompassing CEOs, CXOs, and Unit heads, have
bolstered their capabilities in fields such as geopolitical analysis, interpretation of
complex megatrends, inspirational leadership, and agile leadership methodologies. Our
adaptability was made apparent in our diverse learning approaches, both in terms of design
and implementation. Beyond the traditional classroom environment, we provided learning
through various accessible forms, including bite-sized modules, self-paced curricula, and
certification courses, thereby benefiting 87% of our management cadre employees.
With two-thirds of our workforce under 35, our attention is concentrated on equipping
early-career employees to fulfill their evolving aspirations and needs. Through a unique
programme titled 'CareerAbility', these employees have engaged in a series of self-guided
learning bytes, self-assessments, psychometric
evaluations, and leadership-led career guidance sessions. This diverse range of
resources has been utilised more than 40,000 times.
Our commitment to the identification and cultivation of talent has remained resolute.
We have recognised over 900 pivotal roles within our Group for which a robust succession
pipeline is firmly in place. An avant-garde journey of learning is presently being
undertaken to equip our future Rs.-Suite leaders, encompassing roles such as CFOs,
CMOs, CIOs, and CHROs, with the skills and insights required for leadership in a
rapidly evolving business landscape.
This focus has significantly enhanced our internal versus external hiring ratio for
leadership positions.
This shift is facilitated by our integrated approach to talent identification,
development, and internal mobility.
Over the past three years, we have seen 14% of our employees and 27% of our talent pool
members transition into new roles, bringing our vision of 'A World of Opportunities' to
life and fostering enduring bonds within our organisation. This represents our steadfast
commitment to talent growth and mobility, crucial for building a resilient and adaptive
organisation.
YOUR COMPANY'S PERFORMANCE
FY23 was a milestone for your Company as consolidated revenues surpassed the I trillion
mark. Over the past three years, your Company has achieved exceptional growth, with nearly
140,000 crore added
to consolidated revenues, reflecting an impressive compounded annual growth rate (CAGR)
of approximately 16%. With a substantial share of revenue originating from the domestic
market, your Company plays a crucial role in driving India's growth narrative.
Furthermore, Grasim's unwavering commitment to India is reflected in its investment of
over $2 billion in the country over the past decade.
In the financial year 2023, we recorded an impressive year-on-year growth of 23% in
consolidated revenue from operations, reaching an all-time high of 11,17,627 crore, up
from 195,701 crore in FY2022. This robust all-round performance is noteworthy given the
challenging global environment.
Your Company has a well-established and time-tested track record of incubating diverse
businesses, guiding them towards leadership positions in their respective sectors, and
instilling the ethos and values of the Aditya Birla Group. This approach has been
demonstrated in sectors such as Cement, Viscose, Financial Services, Textiles, and
Chemicals. We aim to replicate this success in our emerging Paints and B2B e-commerce
ventures. Furthermore, we have been significantly investing in the Renewable business
sector, with a target to reach 2 GW by 2024. Over the years, we believe our conglomerate
approach has facilitated long-term value creation for our stakeholders.
We are currently directing significant investments and efforts into two new growth
areas - Paints and B2B e-commerce for building materials. These sectors were carefully
chosen due to their scalability and our deep understanding of their respective ecosystems.
They offer a clear path to profitability and allow us to leverage the strength and
reputation of the Aditya Birla brand. The launch of these promising new ventures is on
track and expected to significantly bolster our revenue streams in the years ahead.
Strength from Standalone
Standalone revenues in FY23 witnessed a robust growth of 29% y-o-y. Over the years,
your Company's standalone businesses have demonstrated resilience and consistency,
emerging stronger from each cyclical downturn. Our Viscose and diversified Chemicals
businesses command an undisputed market leadership in India, backed by consistent capacity
additions. The Viscose business, propelled by the "LIVA" brand, has created a
"pull demand", now selling close to sixty million co-branded labels across the
Spring-Summer and Autumn-Winter fashion cycles. Despite facing some challenges in the
second half of the year due to a demand-supply mismatch and a lack of level playing field
compared with FTA imports in the country, we remained profitable amid challenging market
conditions.
Our Chemicals business posted its best-ever annual performance, largely attributed to
the Chlor-Alkali segment. Your Company, bolstered by leadership, innovation, and cost
strengths, has successfully navigated market cyclicality to its advantage. For example,
over volatile cycles, your Company generated operating cash flows exceeding 113,000 crore
over FY19-23, a noteworthy 104% increase compared to 16,500 crore generated over the
FY2014-2018 period.
Executing our Growth Plans
Your Company is focused on its growth vision and remains committed to achieving set
objectives. We plan to ramp up investments in the identified growth sectors of Specialty
Viscose and Chemical Products, Paints, and B2B e-commerce over the next three to five
years. In FY23, your Company executed its largest ever capital expenditure, investing over
14,000 crore. Approximately half of this expenditure was allocated to the construction of
Decorative Paints plants. These investments will accelerate over the next two years,
positioning us as a formidable contender in the decorative paints sector in terms of
capacity.
The upcoming years are expected to signify a transformative growth phase for your
Company. While our established businesses are set to consolidate their leading positions,
our newly identified growth engines are poised to create a powerful impact.
Conclusion
In conclusion, I hold the conviction that our Purpose broadens our perspective,
enabling us to pursue even greater horizons. It serves as the bedrock that propels us
towards the future, emboldening us to venture into more significant commitments and
pursuits.
As we grow, we expand our capacity to receive by enhancing our absorption of talent,
technology, and capital. Indeed, with each stride in growth, we deftly weave in more
threads of insights and capabilities, enriching the tapestry of our collective endeavour.
This, in turn, enables us to increase our ability to give back, create impact, and enrich
lives. This virtuous cycle is at the heart of being a successful purpose-driven
organisation.
Your Company doesn't just pride itself on being a purpose-driven entity— it
embodies it, living out this ethos in every endeavour, every relationship, and every
venture. This commitment to purpose is what continues to steer us towards an even
brighter, more impactful future.
Yours sincerely,
Kumar Mangalam Birla
Chairman
Grasim Industries Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the 76th Annual Report in the form of
Fourth Integrated Report of your Company along with the Audited Financial Statements for
the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended 31st March 2023
is summarised below:
Rs. in crore
| Particulars |
Consolidated 2022-23 2021-22 |
Standalone 2022-23 2021-22 |
| Continuing Operations Revenue from Operations |
|
|
|
|
| 117,627.08 |
95,701.13 |
26,839.71 |
20,856.84 |
| Other Income Total Revenue Earnings Before Interest, Taxes, Depreciation
and Amortisation (EBITDA) |
3,612.05 |
821.34 |
1,018.34 |
895.31 |
| 121,239.13 |
96,522.47 |
27,858.05 |
21,752.15 |
| 20,477.64 |
17,772.41 |
4,198.23 |
4,111.47 |
| Less: Finance Costs |
(1,320.27) |
(1,295.70) |
(367.67) |
(247.24) |
| Less: Depreciation and Amortisation Expenses Profit Before Share in
Profit of Equity Accounted Investees, Exceptional Items and Tax
Share in Profit of Equity Accounted Investees |
(4,551.59) |
(4,161.07) |
(1,097.29) |
(913.96) |
| 14,605.78 |
12,315.64 |
2,733.27 |
2,950.27 |
| 208.96 |
380.33 |
- |
- |
| Exceptional Items Profit Before Tax (PBT) from Continuing Operations |
(88.03) |
(69.11) |
(88.03) |
(69.11) |
| 14,726.71 |
12,626.86 |
2,645.24 |
2,881.16 |
| Tax Expenses from continuing operations Profit for the Period from
Continuing Operations Attributable to:
Shareholders of the Company |
3,648.51 |
1,936.31 |
521.51 |
185.71 |
| 11,078.20 |
10,690.55 |
2,123.73 |
2,695.45 |
| 6,827.26 |
7,102.37 |
2,123.73 |
2,695.45 |
| Non-Controlling Interest |
4,250.94 |
3,588.18 |
- |
- |
| Discontinued Operations |
|
|
|
|
| Profit Before Tax (PBT) from Discontinued Operations |
- |
352.52 |
- |
155.98 |
| Exceptional Items |
- |
670.71 |
- |
510.79 |
| Tax Expenses from Discontinued Operations |
- |
(440.07) |
- |
(310.95) |
| Provision of Impairment of Assets Classified as Held for Sale Profit for
the Period from Discontinued Operations Attributable to: Shareholders of the Company |
- |
(67.42) |
- |
- |
| - |
515.74 |
- |
355.82 |
| - |
447.41 |
- |
355.82 |
| Non-Controlling Interest Other Comprehensive Income for the Year
Attributable to:
Shareholders of the Company |
- |
68.33 |
- |
- |
| (3,180.78) |
3,280.80 |
(3,074.01) |
3,219.07 |
| (3,104.23) |
3,281.85 |
(3,074.01) |
3,219.07 |
| Non-Controlling Interest Total Comprehensive Income for the Year
Attributable to:
Shareholders of the Company |
(76.55) |
(1.05) |
- |
- |
| 7,897.42 |
14,487.09 |
(950.28) |
6,270.34 |
| 3,723.03 |
10,831.63 |
(950.28) |
6,270.34 |
| Non-Controlling Interest Profit for the Period Attributable to
Shareholders of the Company Opening Balance in Retained Earnings |
4,174.39 |
3,655.46 |
- |
- |
| 6,827.26 |
7,549.78 |
2,123.73 |
3,051.27 |
| 10,159.72 |
6,021.21 |
8,013.25 |
5,529.53 |
| - Gain/(Loss) on Re-measurement of Defined Benefit Plans |
49.01 |
23.18 |
(2.57) |
24.71 |
| - Gain on Sale of Non-Current Investments transferred to Retained Earnings from
equity instruments through OCI |
1.37 |
(1.37) |
- |
- |
| - Stake Dilution in Subsidiary Companies Amount Available for
Appropriation Add/Less: Transfer (to)/from Debenture Redemption Reserve |
(10.85) |
(14.82) |
- |
- |
| 17,026.51 |
13,577.98 |
10,134.41 |
8,605.51 |
| - |
110.60 |
- |
- |
| Less: Transfer to General Reserve |
(3000.00) |
(2,752.48) |
- |
- |
| Less: Transfer to Special Reserve Fund |
(387.20) |
(190.75) |
- |
- |
| Less: Dividend Paid on Equity Shares |
(657.65) |
(592.26) |
(657.65) |
(592.26) |
| Other movements during the year |
(1.62) |
6.63 |
- |
- |
| Closing Balance in Retained Earnings |
12,980.04 |
10,159.72 |
9,476.76 |
8,013.25 |
DIVIDEND
Based on your Company's performance, your Directors have recommended dividend of Rs. 10
per equity share of face value of Rs. 2 each for the year ended 31st March
2023.
The dividend, if approved by the members, would involve a cash outflow of Rs. 658
crore.
In terms of the provisions of the Income Tax Act, 1961, dividend shall be taxed in the
hands of shareholders at applicable rate of taxes and your Company shall withhold tax at
source appropriately.
The recommended dividend is in line with your Company's Dividend Distribution Policy.
Dividend Distribution Policy, in terms of the provisions of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'), is available on your Company's website at
https://www.grasim.com/upload/pdf/ Grasim_Dividend_Policy_16.pdf
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the
General Reserves, for the year ended 31st March 2023.
PERFORMANCE REVIEW
On a consolidated basis, the revenue from operations for FY 2022-23, stood at Rs.
117,627 crore registering a growth of -23% as compared to the previous year of Rs. 95,701
crore. The Consolidated EBITDA increased to Rs. 20,478 crore for FY 2022-23, which was
15.22% higher than that of previous year of Rs. 17,772 crore.
On a standalone basis, revenue from operations for FY 2022-23 stood at Rs. 26,840
crore, registering a growth of 28.69% as compared to the previous year of Rs. 20,857
crore. The standalone EBITDA is Rs. 4,198 crore for FY 2022-23 which was 2.11% higher than
that of the previous year of Rs. 4,111 crore.
STRATEGIC INITIATIVES AND SIGNIFICANT DEVELOPMENTS Update on Paints Business
The decorative paints industry size is ~ Rs. 67K crore of which -75% is organised
sector. In FY 2022-23 organised decorative revenue grew by -22% over FY 2021-22.
The project work is progressing at all 6 sites namely Panipat (Haryana), Ludhiana
(Punjab), Chamarajanagar (Karnataka), Cheyyar
(Tamil Nadu), Mahad (Maharashtra) and Kharagpur (West Bengal). Commissioning of plants
will start in phases from last quarter of FY 2023-24, and all the plants are expected to
be commissioned by end of FY 2024-25 with a total project cost of approximately H10,000
crore. R&D Centre of global standards and a Pilot plant has been commissioned which
will help in scaling of lab tested formulations.
With total planned capacity of 1,332 million liters per annum, the Company aims to be
number two player by capacity in decorative paints industry in India. Entry in the paints
sector will add size, scale, and diversity to the existing business portfolio of the
Company.
The Company has spent Rs. 2,592 crore cumulatively up to FY 2022-23.
Update on B2B E-commerce Business
The Go-to-Market strategy and outreach plan have been finalised. The technology
partners have been engaged and platform is being developed. The Company has already
onboarded a leadership team across sales, marketing, category and operations for the
full-scale launch scheduled in Q2 FY24. This launch will be in a phased manner beginning
with the states of Maharashtra and Madhya Pradesh.
Amalgamation of Aditya Birla Solar Limited with Aditya Birla Renewables Limited
Aditya Birla Solar Limited ('ABSL') and Aditya Birla Renewables Limited ('ABReL') are
wholly-owned Subsidiaries of your Company, both engaged in the business of Renewable
energy. ABReL and ABSL had filed the Application and the Scheme of Arrangement with the
Hon'ble National Company Law Tribunal, Mumbai ('NCLT') on 27th March 2020 for
the amalgamation of ABSL with ABReL under Sections 230 and 232 of the Companies Act, 2013.
Subsequent to directions received from the Hon'ble NCLT, the meetings of shareholders and
unsecured creditors of both the Companies were dispensed with and both the Companies
complied with the directions of the Hon'ble NCLT order. The Companies filed the petition
on 18th June 2021 seeking sanction on the said scheme. The said petition got
transferred to Bench II of the Hon'ble NCLT Bench, Mumbai and was admitted on 27th
April 2022 and was reserved for the orders. Hon'ble NCLT's order is awaited.
CONSOLIDATED FINANCIAL STATEMENTS (CFS)
In accordance with the Companies Act, 2013 ('the Act'), read with the Companies
(Accounts) Rules, 2014, Listing Regulations and Ind AS 110 - Consolidated Financial
Statements and Ind AS 28 - Investments in Associates and Joint Ventures, the Audited
Consolidated Financial Statements forms integral part of this Annual Report. CFS include
financial performance of the Company's subsidiaries, Associates and Joint Ventures, which
inter-alia includes UltraTech Cement Limited, Aditya Birla Capital Limited, Aditya Birla
Solar Limited, Aditya Birla Renewables Limited and other entities as mentioned in notes to
CFS.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year, Grasim Business Services Private Limited was incorporated as a
wholly-owned subsidiary of the Company on 4th January 2023 to provide business
support service including Staffing solutions.
Apart from this, there are no change in the direct Subsidiaries, Associates and Joint
Venture Companies of your Company.
In accordance with the provisions of Section 129(3) of the Act, read with the Companies
(Accounts) Rules, 2014, a report on the performance and financial position of each of the
subsidiaries, associates and joint venture Companies is provided, in the prescribed Form
AOC-1, in Annexure 'A' to this Report.
In accordance with the provisions of Section 136 of the Act, the Audited Standalone and
Consolidated Financial Statements and related information of the Company and audited
accounts of each of its subsidiaries are available on the website of the Company at
https://www.grasim.com/investors/results-reports-and- presentations
UltraTech Cement Limited and Aditya Birla Capital Limited are the material listed
Subsidiary Companies of your Company. Your Company does not have any material unlisted
Subsidiary. The Audit Committee and the Board reviews the financial statements,
significant transactions and working of all Subsidiary Companies, and the minutes of
unlisted subsidiary Companies/Joint Venture are placed before the Board.
Your Company has in accordance with the Listing Regulations adopted the Policy for
determining material subsidiaries. The said Policy is available on your Company's website
at https://www. grasim.com/upload/pdf/Grasim_Policy_Material_Subsidiary_Cos. pdf
ULTRATECH CEMENT LIMITED (UltraTech)
i The country's cement production is expected to climb by around I 6% to 8% over
financial years 2023 and 2024, following a 21% jump for the financial year ended March
2022, as reported by a I leading ratings agency. The growing housing sector, which
typically ; accounts for 60% to 65% of India's cement consumption, will ; remain a key
demand driver. Also, continued large investments in ; roads and infrastructure projects
will fuel cement demand.
; During the year, UltraTech recorded net revenues of Rs. 63,240 crore and EBITDA of
Rs. 11,123 crore. UltraTech achieved the unique distinction of registering 100 million
tons of production, dispatches : and sales in FY 2022-23. This was backed by an effective
capacity
utilisation of 84% for the year.
i During the year, UltraTech commissioned 12.4 mtpa additional r capacity of grey
cement. It further commissioned a 2.2 mtpa brownfield cement capacity at Patliputra in
April 23. Work on the next phase of growth of 22.6 mtpa has already commenced. ,
Commercial production from these new capacities is expected to go on stream in a phased
manner by FY25/FY26.
Upon completion of these expansions, UltraTech's capacity will grow to 160.45 mtpa,
reinforcing its position as the third largest cement company in the world, outside of
China and the largest in , India by far.
ADITYA BIRLA CAPITAL LIMITED ('ABCL')
1 ABCL reported a Consolidated Revenue of Rs. 27,416 crore (grew 23%
I year on year) and Net Profit was Rs. 2,057crore (grew 33% year on i year). On a
Standalone basis, revenue of ABCL was Rs. 219 crore and i Net Profit was Rs. 141
crore. Active customer base at ~38 million (grew 8% year on year) aided by focus on
granular retail growth across all businesses of the subsidiaries of ABCL. Overall AUM
across asset management, life insurance and health insurance at ? over Rs. 3.6 lakhs
crore (de-grew 3% year on year). Overall lending book (NBFC and Housing Finance) at Rs.
94,364 crore (grew 40%
1
year on year). Gross premium (across Life and Health Insurance) at , Rs. 17,787
crore (grew 28% year on year).
: SHARE CAPITAL
The Authorised Share Capital of the Company stood at Rs. 4,235,000,000 comprising of
2,062,500,000 Equity Shares of " Rs. 2 each and 1,100,000 Redeemable Cumulative
Preference Shares ' of Rs. 100 each as at 31st March 2023.
.
Issued, subscribed and paid-up capital of the Company stood at Rs.
1,316,864,252 comprising of 658,432,126 Equity Shares of Rs. 2 each fully paid up as at 31
st
March 2023.
During the year, your Company allotted 1,36,700 equity shares of Rs. 2 each pursuant to
the exercise of Stock Options in terms of the Employees Stock Option Schemes of your
Company.
GLOBAL DEPOSITARY RECEIPTS ('GDRs')
During the year, the Company had amended the GDRs Deposit Agreements effective from 26th
April 2023. In terms of the said amendment, the Company's GDR holders will be able to
exercise the voting rights in the equity shares underlying the GDRs held by them, by way
of providing instructions to the Depositary in terms of the Deposit Agreements and
applicable laws.
PURCHASE OFTREASURY SHARES
During the year, Grasim Employees' Welfare Trust ('Trust') acquired 6,34,509 equity
shares of your Company from the secondary market. As per Ind AS, purchase of own equity
shares are treated as treasury shares. The Trust constituted in terms of the Company's
Employee Stock Option Scheme 2018 ('ESOS 2018') holds 19,95,127 equity shares of your
Company as on 31st March 2023 for transfer to the eligible employees under ESOS
2018.
DEPOSITS
During the year, your Company has not accepted or renewed any deposits within the
meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules,
2014, and, as such, no amount of principal or interest was outstanding, as on the date of
the Balance Sheet.
ISSUE OF NON-CONVERTIBLE DEBENTURES
During the year, your Company has issued 20,000 fully paid-up, Unsecured, Listed,
Rated, Redeemable, Non-Convertible Debentures of face value of Rs. 1,000,000 each
aggregating to Rs. 2,000 crore, at par, on private placement basis.
Your Company has redeemed 10,000 fully paid-up, Unsecured, Listed, Rated, Redeemable,
Non-Convertible Debentures of face value of Rs. 1,000,000 each aggregating to Rs. 1,000
crore during the year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Pursuant to Section 186 of the Act read with the Companies (Meetings of the Board and
its Powers) Rules, 2014, disclosures relating to loans and investments as on 31st
March 2023 are given in the Notes to the Financial Statements. During the year, there are
no guarantees issued or securities provided by your Company in terms of Section 186 of the
Act read with the Rules issued thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year, as stipulated under the Listing
Regulations, is presented in a separate section and forms an integral part of this Annual
Report.
CORPORATE GOVERNANCE
Your Directors re-affirm their continued commitment to the best practices of Corporate
Governance. Corporate Governance principles form an integral part of the core values of
your Company. Your Company was compliant with the provisions relating to Corporate
Governance.
The Corporate Governance Report for the year, as stipulated under Regulation 34 of the
Listing Regulations, is presented in a separate section, and forms an integral part of
this Annual Report. A certificate from the Statutory Auditors on its compliance is given
in Annexure 'B' to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment of Directors
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Kumar Mangalam Birla and Dr. Santrupt Misra, Non-executive Directors of your
Company, are liable to retire by rotation at the ensuing AGM and, being eligible, have
offered themselves for re-appointment. Brief profiles of Mr. Kumar Mangalam Birla and Dr.
Santrupt Misra are provided in the Corporate Governance Report and Notice of AGM.
The Board of Directors:
• Appointed Ms. Ananyashree Birla (DIN: 06625036) and Mr. Aryaman Vikram Birla
(DIN: 08456879) as Additional Directors (Non-executive Directors) of the Company, liable
to retire by rotation, with effect from 6th February 2023. The members of the
Company have approved their appointment as Non-executive Directors of the Company through
Postal Ballot on 21st March 2023.
• Appointed Mr. Yazdi Piroj Dandiwala (DIN: 01055000) as an Additional Director
(Independent Director) of the Company, not liable to retire by rotation, with effect from
6th February 2023. The members of the Company have approved his appointment as
an Independent Director of the Company, through Postal Ballot on 21st March
2023.
• Re-appointed Mr. Harikrishna Agarwal (DIN: 09288720) as the Managing Director
and Key Managerial Personnel of the Company, in terms of the provisions of the Act for a
period of 2 years with effect from 1st December 2023 up to 30th
November 2025, subject to the approval of the members of the Company.
Cessation of Directors
• Mr. Shailendra Kumar Jain (DIN: 00022454) has stepped down
as a Non-executive Director of the Company with effect from 1st February
2023, due to advancing age and need to devote time for family affairs including succession
planning and pursue personal interest. There was no other material reason for his
resignation except as stated.
The Board of Directors placed on record its sincere appreciation for the valuable
contribution and services rendered by Mr. Shailendra Kumar Jain during his tenure with
the Company.
There is no pecuniary or business relationship between the Nonexecutive Directors and
the Company, except for the sitting fees and commission payable to the Non-executive
Directors, in accordance with the applicable laws and approval of the shareholders of the
Company.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Act, Mr. Harikrishna
Agarwal, Managing Director, Mr. Pavan Kumar Jain, Chief Financial Officer ('CFO') and Mr.
Sailesh Kumar Daga, Company Secretary are the Key Managerial Personnel ('KMP') of the
Company as on 31st March 2023.
Mr. Pavan Kumar Jain has been appointed as CFO and KMP of the Company with effect from
15th August 2022 in place of Mr. Ashish Adukia, who was CFO and KMP of the
Company up to 14th August 2022.
MEETINGS OF THE BOARD
The Board of Directors of the Company met 7 (Seven) times during the year to deliberate
on various matters. The meetings were held on 24th May 2022, 16th
June 2022, 19th July 2022, 12th August 2022, 14th
November 2022, 6th February 2023 and 14th February 2023.
Further details are provided in the Corporate Governance Report, which forms an
integral part of this Annual Report.
INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors of your
Company, confirming that:
a) they meet the criteria of independence as prescribed under Section 149(6) of the Act
and Regulation 16(1 )(b) of the Listing Regulations;
b) they are not aware of any circumstance or situation which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective
of independent judgement and without any external influence; and
c) they have registered their names in the Independent Directors Databank.
Your Company's Board is of the opinion that the Independent Directors possess requisite
qualifications, experience and expertise in Corporate Governance, Legal & Compliance,
Financial Literacy, General Management, Human Resource Development, Industry Knowledge,
Technology, digitisation & innovation, Marketing, Risk Management, Strategic Expertise
and Sustainability and they hold highest standards of integrity.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, the Board of
Directors has carried out an annual evaluation of its own performance, its Committees,
Independent Directors, Non-executive Directors, Executive Director and the Chairman of the
Board.
The Nomination and Remuneration Committee (' N RC') of the Board has laid down the
manner in which formal annual evaluation of the performance of the Board, its Committees
and Individual Directors has to be made. It includes circulation of evaluation forms
separately for evaluation of the Board and its Committees, Independent
Directors/Non-executive Directors/ Executive Director and the Chairman of your Company.
The performance of Non-independent Directors, the Board, as a whole, and the Committees
of the Board has been evaluated by Independent Directors in a separate meeting. At the
same meeting, the Independent Directors also evaluated the performance of the Chairman of
your Company, after taking into account the views of Executive Director and Non-executive
Directors. Evaluation as done by the Independent Directors was submitted to the NRC and
subsequently to the Board.
Thereafter, the Board at its meeting discussed the performance of the Board, as a
whole, its Committees and Individual Directors. The Board expressed satisfaction on the
overall functioning of the Board and its Committees. The Board was also satisfied with the
contribution of the Directors, in their respective capacities, which reflected the overall
engagement of the Individual Directors.
The new Director inducted on the Company's Board attends an orientation programme. The
details of the programme for familiarisation of Independent Directors are provided in the
Corporate Governance Report, which forms an integral part of this Annual Report and is
also available on your Company's website at
https://www.grasim.com/Upload/PDF/familiarisation- programme-independent-directors.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
The audited accounts for the year are in conformity with the requirements of the Act
and the Accounting Standards. The financial statements reflect fairly the form and
substance of transactions carried out during the year and reasonably present your
Company's financial condition and results of operations.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirms that:
a) i n the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b) the accounting policies selected have been applied consistently, and judgements and
estimates are made that are reasonable and prudent, so as to give a true and fair view of
the state of affairs of your Company as at 31st March 2023, and of the profit
of your Company for the year ended on that date;
c) proper and sufficient care have been taken for the maintenance of adequate
accounting records, in accordance with the provisions of the Act, for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
d) annual accounts have been prepared on a 'going concern' basis;
e) the Directors have laid down proper internal financial controls, and that such
internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo stipulated under Section 134(3)(m) of the Act, read with the Companies
(Accounts) Rules, 2014, is given in Annexure 'Rs.' to this Report.
INTEGRATED REPORT
The Company has published its Integrated Report for the Financial Year 2022-23. This
report is prepared in alignment with the Integrated Reporting Framework laid down by the
International Integrated Reporting Council and aims at presenting the value creation
approach for our stakeholders.
AUDITORS AND AUDIT REPORTS Statutory Auditors
M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No.
101248W/W-100022) and M/s. KKC & Associates LLP, Chartered Accountants (Registration
No. 105146W/W100621) (formerly known as Khimji Kunverji & Co. LLP), were appointed as
Joint Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold
office till the conclusion of the 79th AGM and 80th AGM of the
Company, respectively.
The observations made by the Joint Statutory Auditors on the Financial Statements
(Standalone and Consolidated) of the Company, in their Report for the financial year ended
31st March 2023, read with the Notes therein, are self-explanatory and,
therefore, do not call for any further explanation or comments from the Board of Directors
under Section 134(3)(f) of the Act. The Auditors' Report does not contain any
qualification, reservation, disclaimer or adverse remark.
Cost Auditor
Your Company is required to prepare and maintain the cost accounts and cost records
pursuant to Section 148(1) of the Act read with rules made thereunder.
Based on the recommendation of the Audit Committee, the Board of Directors appointed
M/s. D. Rs.. Dave & Co., Cost Accountants, Mumbai (Registration No. 000611), as the
Cost Auditors to conduct the cost audit of the Company for FY 2023-24 at a remuneration of
Rs. 20 lakh plus applicable taxes and reimbursement of out-ofpocket expenses.
The Company has received consent from M/s. D. Rs.. Dave & Co., Cost Accountants, to
act as the Cost Auditor of your Company for FY 2023-24, along with the certificate
confirming their eligibility.
In accordance with the provisions of Section 148(1) of the Act and Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor
is required to be ratified by the members of the Company. Accordingly, an Ordinary
Resolution, for ratification of remuneration payable to the Cost Auditor for FY 2023-24,
forms part of the Notice of the 76th AGM of the Company.
Secretarial Auditor
The Secretarial Audit Report, issued by M/s. BNP & Associates, Company Secretaries,
Mumbai, for the financial year 2022-23, is given in Annexure 'D' to this Report.
The Secretarial Audit Report does not contain any qualification, reservation, disclaimer
or adverse remark. The Secretarial Compliance Report for the financial year
ended 31st March 2023, in relation to compliance of all applicable SEBI
Regulations/circulars/guidelines issued thereunder, pursuant to the requirement of
Regulation 24A of the Listing Regulations, is available on the website of the Company at
https://www.grasim. com/Upload/PDF/annual-secretarial-compliance-report-fy23- 31!L-march-2023.pdf
Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, M/s.
BNP & Associates, Company Secretaries, Mumbai, are appointed as Secretarial Auditor to
conduct the Secretarial Audit of the Company for FY 2023-24.
SECRETARIAL STANDARDS
During the year, your Company is in compliance with the applicable Secretarial
Standards specified by the Institute of Company Secretaries of India.
REPORTING OF FRAUDS BY AUDITORS
No instances of fraud were reported by the Auditors under Section 143(12) of the Act.
DISCLOSURES
Contracts and Arrangements with Related Parties
During the year, all contracts/arrangements/transactions entered into by your Company
with Related Parties were on arm's length basis and in the ordinary course of business.
There are no material transactions with any Related Party as defined under Section 188 of
the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014.
In line with the requirements of the Act and amendment to the Listing Regulations, all
Related Party Transactions have been approved by the Audit Committee and reviewed by it on
a periodic basis. Your Company has formulated a 'Policy on Related Party Transactions',
which is also available on the Company's website at https://www.grasim.com/
upload/pdf/Grasim_policy_on_RPT.pdf. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the
Company and Related Parties.
The details of contracts and arrangements with Related Parties of your Company for the
financial year ended 31st March 2023, are given
in Notes to the Standalone Financial Statements, forming part of this Annual Report.
The Board of Directors at its meeting held on 14th February 2023 has
approved entering into material RPTs with Hindalco Industries Limited, a promoter group
company for an aggregate value of up to '1,200 crore. As per Listing Regulations, the
Company has also sought approval of the Shareholders through Postal Ballot and the same
was approved on 21st March 2023.
VIGIL MECHANISM / WHISTLE-BLOWER POLICY
Your Company has established a mechanism for directors and employees to report
instances and concerns about unethical behaviour, actual or suspected fraud, or violation
of your Company's Code of Conduct. It also provides adequate safeguards against the
victimisation of employees, who avail the mechanism and allows direct access to the
Chairman of the Audit Committee in exceptional cases. During the year, no person was
denied access to the Audit Committee.
The details of the Vigil Mechanism are also provided in the Corporate Governance
Report, which forms an integral part of this Annual Report and the Vigil Mechanism /
Whistle-Blower Policy is available on the website of your Company at https://www.grasim.
com/Upload/PDF/whistle-blower-policy.pdf
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Act and Rules made thereunder, the
Board of Directors has a Corporate Social Responsibility ('CSR') Committee, which is
chaired by Smt. Rajashree Birla. The other Members of the Committee as on 31st March
2023, are Ms. Anita Ramachandran, Independent Director and Mr. Harikrishna Agarwal,
Managing Director. Dr. Pragnya Ram, Group Executive President - CSR is a permanent invitee
to the Committee. The Corporate Social Responsibility Policy ('CSR Policy'), indicating
the activities undertaken by your Company, is available on your Company's website at
https://www.grasim.com/ upload/pdf/Grasim_CSR_Policy_2013.pdf
Your Company is a caring corporate citizen and lays significant emphasis on development
of the host communities around which it operates. Your Company, with this intent, has
identified several projects relating to Social Empowerment and Welfare, Rural Development,
Sustainable Livelihood, Health Care and Education, during the year, and initiated various
activities in neighbouring villages around its plant locations.
During the year, the Company has spent Rs. 54.19 crore, of which H34.16 crore
(excluding an amount of Rs. 4.50 crore which remained unspent and classified as ongoing
project by the Board and it has been transferred to separate bank account in April 2023)
was spent towards obligatory CSR of the Company and an amount of Rs. 20.03 crore was
voluntarily spent for CSR activities.
The initiatives undertaken by your Company on CSR activities, during the year, are
given in Annexure 'E' to this Report, in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended.
RISK MANAGEMENT AND SUSTAINABILITY
Your Company has constituted Risk Management and Sustainability Committee ('RMSC'),
which is inter alia, mandated to review the risk management and sustainability plan
of your Company. Risk evaluation and management is an ongoing process within the
organisation. Your Company has a comprehensive Enterprise Risk Management framework to
periodically assess risks in the internal and external environments (including Cyber
Security) and incorporate mitigation plans in its business strategy and operation plans.
Risks are identified at multiple levels - unit level, business level and corporate level.
During the year, the RMSC met twice to review the key risks faced by the Company and steps
being taken to mitigate the same.
Based on the aforesaid review, there are no risks, which in the opinion of the Board,
threaten the existence of the Company. However, key risks are set out in the Management
Discussion and Analysis, which forms part of this Annual Report.
The Risk Management Policy is available on the Company's website at
https://www.grasim.com/Upload/PDF/risk-management- policy.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34(2)(f) of the Listing Regulations, a separate section on Business
Responsibility and Sustainability Report, describing the initiatives taken by your Company
from environmental, social and governance perspective, forms an integral part of this
Annual Report.
ANNUAL RETURN
Pursuant to Sections 92 and 134 of the Act, and the Rules made thereunder, the Annual
Return of your Company as on 31st March 2023 is available on the Company's
website at https://www.grasim. com/Upload/PDF/form-MGT-7-annual-return-fy-22-23.pdf
INTERNALCONTROLS
Your Company has in place adequate internal control systems (including internal
financial control system) commensurate with the size and complexity of its operations.
Internal control systems comprising of policies and procedures are designed to ensure
sound management of your Company's operations, safe keeping of its assets, optimal
utilisation of resources, reliability of its financial information and compliance. Systems
and procedures are periodically reviewed to keep pace with the growing size and complexity
of your Company's operations. During the year, no material or serious observation has been
received from the Joint Statutory Auditors of your Company, citing inefficiency or
inadequacy of such controls.
REMUNERATION POLICY
The Company's remuneration policy is directed towards rewarding the performance based
on review of achievements. The remuneration policy is in consonance with the existing
industry practice. There has been no change in the policy during the year.
The Remuneration Policy of your Company, as formulated by the Nomination and
Remuneration Committee of the Board of Directors, is given in Annexure 'F' to this
Report and is also available on your Company's website at https://www.grasim.com/upload/
pdf/ABG-executive-remuneration-philosophy-policy.pdf
STATUTORY COMMITTEES OF THE BOARD Audit Committee
The Audit Committee comprises of Mr. N. Mohan Raj, Chairman, Dr. Thomas M. Connelly
Jr., Mr. V. Chandrasekaran and Mr. Harikrishna Agarwal as its members. Majority of the
members including Chairman of Audit Committee are Independent Directors. The CFO of your
Company is a permanent invitee at the Audit Committee Meetings.
Further details relating to the Audit Committee are provided in the Corporate
Governance Report, which forms an integral part of this Annual Report.
All the recommendations made by the Audit Committee, during the year, were accepted by
the Board of Directors of your Company.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee ('NRC') comprises of Ms. Anita Ramachandran,
Chairperson, Mr. Kumar Mangalam Birla, Mr. Adesh Kumar Gupta and Mr. Cyril Shroff as its
members. Majority of the members including Chairperson of NRC are Independent Directors.
Further details relating to the NRC are provided in the Corporate Governance Report,
which forms an integral part of this Annual Report.
Corporate Social Responsibility Committee
The Corporate Social Responsibility ('CSR') Committee comprises of Smt. Rajashree
Birla, Chairperson, Ms. Anita Ramachandran and Mr. Harikrishna Agarwal as its members.
Further details relating to the CSR Committee are provided in the Corporate Governance
Report, which forms an integral part of this Annual Report.
Stakeholders' Relationship Committee
The Stakeholders1 Relationship Committee ('SRC') comprises of Ms. Anita
Ramachandran, Chairperson, Mr. Yazdi Piroj Dandiwala and Mr. Harikrishna Agarwal as its
members.
Further details relating to SRC are provided in the Corporate Governance Report, which
forms an integral part of this Annual Report.
Risk Management and Sustainability Committee
The Risk Management and Sustainability Committee ('RMSC') comprises of Mr. N. Mohan
Raj, Chairman, Dr. Thomas M. Connelly, Jr., Mr. V. Chandrasekaran, Mr. Harikrishna
Agarwal, Mr. Kapil Agarwal, Mr. Jayant V. Dhobley and Mr. Rakshit Hargave.
The CFO and Chief Sustainability Officer of your Company are permanent invitees at the
RMSC Meetings.
Further details relating to the RMSC are provided in the Corporate Governance Report,
which forms an integral part of this Annual Report.
RESEARCH AND DEVELOPMENT (R&D)
The R&D projects undertaken by the Company focus on developing and commercialising
premium differentiated products, improving our competitive cost position, product quality
and environmental sustainability. To support these goals, the businesses are managing a
pipeline of projects that are addressing near and mid-term needs, as well as the
exploration of future opportunities.
PULP AND VISCOSE STAPLE FIBRE (VSF)
The VSF business of the Company consistently pursues excellence in customer centricity
and product quality. Key enablers in this journey are relentless focus on process
consistency, operational efficiency and an innovative approach of leveraging new
scientific advancements.
One such advancement is Digitalisation that has ushered the Industry 4.0 revolution. We
strongly believe that Digitalisation will enable our Business to achieve a step
improvement in process capability and reliability. An increasingly connected workforce is
now routinely utilising Digital dashboards providing real-time process information and
trends. AI/ML based models have been implemented for better control of some of the
important and difficult-to-control process variables, e.g., OPU in VSF manufacturing
lines, and pulp viscosity and whiteness in the Harihar pulp plant. Several AI/ML based
soft sensors e.g. real-time contamination detection/removal, early blade breakage
detection in fibre cutters, real-time ball fall viscosity measurement, etc., were
successfully implemented in commercial lines and will contribute towards reducing
off-spec generation while increasing process consistency. A computer-vision based
spinneret inspection system was implemented at Vilayat and BC Kharach units, and is
enabling plants to monitor spinneret quality with high resolution. The R&D team
combined fundamental physics models with computational fluid dynamics and in partnership
with Kharach and Harihar plants helped in debottlenecking fibre dryers, thereby achieving
benefits such as throughput enhancement and reductions in steam and soft finish
consumption fibre lines. We are confident that as more Digitalisation work-products are
implemented, they will usher a transformational change in our Operations' capabilities.
Sustainability continued to be a high priority for us. For a third consecutive year,
Birla Cellulose was awarded the highest rating of Dark Green Shirt by the global NGO
Canopy, recognising your Business's Sustainability efforts. In the arena of textile
recycling and circularity, significant progress was made in the form of successful
commercial runs of Liva Reviva made from 30% textile waste, and the commissioning of a
mechanical recycling facility at TRADC. With both chemical as well as mechanical recycling
capabilities, your Business has become the established industry front-runner in textile
recycling. The fibre production units achieved significant progress in reducing
consumption ratios of key raw materials. Backed by innovative optimisation concepts and
digitalisation, Birla Cellulose Kharach achieved a ~10% increase in MSFE evaporation
efficiency. This allowed the unit to increase the recycling of intermediate streams,
thereby reducing raw water usage and effluent generation. While the productivity of assets
such as MSFEs is being maximised, it is also important to inculcate new and potentially
superior technologies. Birla Cellulose Kharach is collaborating with Memsift Technologies
for the pilot testing of the cutting-edge membrane evaporation technology. Once
implemented, membrane evaporation can lead to ~30% reduction in evaporation energy
compared to MSFEs. The pilot scale prototype is expected to be ready this year, and will
be extensively tested at Birla Cellulose Kharach. This would constitute the first ever
pilot scale demonstration of this novel technology in the MMCF sector.
The uncertainties emanating from Covid-19 and subsequent supply-chain disruptions
brought to sharp focus, the need to develop wood pulp alternatives. Birla Cellulose's
collaboration with the Australian start-up Nanollose to develop 'tree-free' Excel fibres
from food industry waste derived bacterial cellulose has received international
recognition The companies jointly won the 'Cellulose Fibre Innovation of the Year' award
by Nova Institute, Germany for successful pilot scale demonstration of this innovative
technology. This work highlights the power of collaboration for fast-tracking commercial
innovation. Birla Cellulose is pursuing collaborative research with several frontline
scientific bodies, e.g.
Central Pulp & Paper Research Institute (CPPRI) for Bamboo/Jute pulping, Manmade
Textiles Research Association (MANTRA) for developing viscose-based non-wovens. Birla
Cellulose acquired advisory board membership of the Renewable Bio-resources Institute
(RBI) of the University of Georgia, which helps in gathering early view to promising new
de-carbonisation technologies. Similarly, memberships with Fashion-for-Good (FFG) and The
Microfibre Consortium (TMC) help the Business stay intimately connected with global
recycling innovators as well as regulatory eco-systems.
Amongst the New Products, we are glad to note that the short-cut fibres developed by
Birla Cellulose for flushable wipes have met with commercial acceptance, and have now
transitioned from 'under commercialisation' to regular manufacture stage. The novel
short-cut fibre process was fully developed in-house and is the culmination of innovations
in chemistry, process and equipment that made the manufacture possible with minimal
changes in plant hardware. Furthermore, this process produces fibres with superior product
characteristics compared to established conventional short-cut fibres. Several new fibres
were successfully validated at the pilot stage, and are undergoing market-seeding and
market validation stages. These include FIR viscose fibre (FIR-VSF) for thermal ware and
wellness application, anionic viscose fibre (Liva IntelliColour) that will enable
single-bath dyeing with acrylic and cationically dyeable polyester fibres, and viscose
fibres for hygiene application (Purocel Ecodry). Such innovative products are not only
helping in consolidating the Business's reputation as an innovation based customer-centric
fibre manufacturer but also secured the national level prestigious 'Golden Peacock
Innovation Management Award' for 2022.
VISCOSE FILAMENT YARN (VFY)
Your Company has developed a range of new products that are tailored to meet the
diverse needs of our customers. Four products have been produced on commercial scale in
PSY and CSY with careful consideration of our customers' specific needs and preferences.
To expand the range of products offered in SSY, have developed and produced three new
products on a commercial scale for different application segment. In addition to product
diversification, your Company has been focused on deriving benefits through product
improvement. Your Company has also successfully developed microfilament and hybrid yarn in
CSY, which has enabled company to create a new market/product segment with enriched fabric
(better feel) that meets evolving customer tastes.
CHLOR-ALKALI & CHLORINE DERIVATIVES
Your Company's Research and Development ('R&D') efforts stand on the five pillars
of - Customers, Innovation, Quality, Sustainability and Profitability. We are focusing
efforts on cost optimisation, developing new products after understanding customers latent
needs and further enhancing our chlorine derivate portfolio
Water Treatment Business being focus, your Company leveraged its R&D Centre for
solving water treatment problems in potable water, some major health problems (removal of
fluoride from ground water-jointly with MNIT), working on STP supporting the 'Namami
Gange' project, providing water & waste-water treatment solutions to Oil & Gas,
Power, Pulp & Paper, rubber pyrolysis, quarries, economical solutions for Effluent
Treatment Plants.
We have expanded R&D centre in on the Vilayat Site by inaugurating new plastic
application lab spread in 5000 sq ft area by on boarding technical experts and high end
equipment to offer greener and sustainable solutions to the plastic manufacturing
customers. We have filed 1 patent and got approval for 2 patents in the last 12 months.
Your Company's R&D Centre has been approved by the Dept. of Scientific and
Industrial Research (DSIR) and is executing collaborative project with many renowned
institutes like CSMCRI, CEPT, DST, NEERI, CIFE, CIBA, CLRI, MNIT, IITs, IICT, NCL, etc.
Your Company received NSF/ANSI and Kosher certifications for its operating Units,
certifications from FSSAI for food grade calcium chloride products, Eco-Passport by
OEKO-TEX for new product range developed for textile industry and EU-REACH / UK-REACH for
long chain chlorinated paraffins. You became first company granted by BIS for aluminum
chlorohydrate product. R&D Centre published research articles/papers and presentations
in the area of Water Treatment and Cleaning solutions at various forums like Finest-50
Global Case Studies - Smart Water & Waste World Magazine, CII-ICPC, Chemcon'22, Clean
India, Clean Rail solutions and many more.
Your Company's R&D Centre has also collaborated with the Aditya Birla Science and
Technology Company Private Limited ('ABSTCPL') and the academia in the scientific and
technical forums. R&D Centre has also, worked with the Industry to develop multiple
coagulants for water treatment with unique specifications like low cost product for CETP,
decolourant for coloured effluent, new product for coating and PVC sheets based on long
chain chlorinated paraffin for export markets. Your Company is also developing specialty
blends (plastics, water treatment, etc.), new formulations for home and personal care FMCG
segment and chemicals for pharmaceutical applications.
Various enhancements in production process have also been undertaken by the team to
enhance its efficacy and quality of deliverables. Your Company observed an improvement in
production in HSBP plant, resolution of issues in Phosphoric Acid plant, modified recipes
in PAC liquid production for better product and standardisation of shelf life for all
products.
SPECIALITY CHEMICALS (EPOXY POLYMERS & CURING AGENTS)
Your Company's R&D team is leading and driving the Sustainability portfolio through
New Product Development in the area of BioBased products, waterless, solvent free, green
processes and chemistries, as well as innovation in the area of Recyclability &
Circularity of Materials. The teams are also involved in synthesising new molecules and in
developing products and applications that drive growth of specialty segment for the
business.
i
L
R&D team is working with leading Universities, Institutes and Global experts in
building the innovation footprint and speeding up the research to market phase.
0
R&D team is engaged in development of various bio-based products. Bio-based and
high performing molecules are developed via combination of the Company's formulation
expertise and properties brought by new bio-based chemistries. Sustainability is one of
key drivers of ABG, which has a long standing commitment to sustainability by using
bio-products. Various reactive bio-based epoxy diluents of desired viscosities, Epoxy
Equivalent Weight ('EEW') and Hydrolyzable chloride ('HyCl') content, mono-, di- and
multi-functional epoxy building blocks are developed by R&D.
R&D team is involved in application development in epoxy system solutions for
composite segment, wind segment, pipes, LPG gas storage tanks, products for electrical and
electronic industries, powder coating segment, adhesives products development, in
construction segment, water soluble coating solution for can coating applications,
developing products for floor coating and construction segments.
INSULATORS
Your Company's R&D efforts focus on innovation, cost optimisation and introduction
of new products to meet customer requirements. Developments during the year included the
following:
- New products for HVDC (High Voltage Direct Current Transmission) transmission as per
the challenging requirements of the end user.
- Optimised design products for 120 kN and 160 kN A/F.
- Performance enhancement by grade selection and optimisation for metal parts.
- Cost Optimisation and Import Substitution by development of alternate suppliers while
maintaining our quality standards.
TEXTILES
Your Company is involved in driving innovation, servicing new customers with focus on
sustainability and customers emerging needs, and constantly improving its processes.
Your Company has launched:
1. FabroStretch - Comfort Stretch linen range, for tight fit fashion apparels.
FabroStretch provides comfort stretch, better recovery and durability.
2. Fabroma- Aroma fragrance linen range, an innovative encapsulated technology-based
aroma finish releases fresh aroma upon friction and it is ecofriendly and durable.
Your Company continues to develop blends in both linen and wool with sustainable
fibres, such as Silk, Cashmere, Lyocell, Bamboo, etc., we offer organic certified Linen
and wool with complete traceability from farm to fashion.
In collaboration with Birla Cellulose, your Company developed Cotton blends with
sustainable fibres like Liva Eco, Viscose and Lyocell/Excel fibres.
As a customer centric initiative, your Company has developed wool and wool blends for
athleisure/active wear using Super wash technology (First in India).
Your Company is continuously working in collaboration with Aditya Birla Science and
Technology Company Private Limited ('ABSTCPL') and other vendors to examine feasibility of
developing a hemp value chain in India. Your Company is also working with global partners,
e.g., CELC, Wool Mark, Trevira, NanoTex etc., and other specialty fibres and chemical
suppliers to explore and develop innovative yarns and fabrics.
Thus, the wide span of the R&D activities addresses the present and future needs of
the Textile business.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given in Annexure 'G' to this Report.
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) Rules,
2014, the names and other particulars of employees drawing remuneration in excess of the
limits, set out in the aforesaid rules, forms part of this Report. In line with the
provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are
being sent to all the Members of your Company, excluding the aforesaid information about
the employees. Any Member, who is interested in obtaining these particulars about
employees, may write to the Company Secretary at grasim.secretarial@adityabirla.com.
EMPLOYEE STOCK OPTION SCHEMES (ESOS)
ESOS-2006
During the year, the SRC of the Board of Directors allotted 4,510 equity shares of Rs.
2 each of the Company to Stock Option Grantees, pursuant to the exercise of the Stock
Options under ESOS-2006. During the year, ESOS-2006 has been completed.
ESOS-2013
During the year, the SRC of the Board of Directors allotted 1,32,190 equity shares of
Rs. 2 each of the Company to Stock Option Grantees, pursuant to the exercise of the Stock
Options under ESOS-2013.
ESOS-2018
During the year, the NRC approved grant of 5,77,185 Stock Options and 1,82,193
Restricted Stock Units ('RSUs') to the eligible employees, including Managing Director of
the Company, under ESOS-2018. The ESOS-2018 is being administered through the Grasim
Employees' Welfare Trust (Trust).
1,73,169 equity shares were transferred from the Trust account to the employees account
on account of exercise of Stock Options and RSUs by the grantees.
ESOS-2022
Pursuant to the approval of the shareholders at the AGM held on 29th August
2022, a new scheme viz. 'Grasim Industries Limited Employee Stock Option and Performance
Stock Unit Scheme 2022' ('ESOS-2022') has been adopted in terms of the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
('SEBI SBEB & SE Regulations'). The ESOS-2022 is being administered through the Grasim
Employees' Welfare Trust ('Trust').
During the year, no Stock Options or PSUs were granted under ESOS-2022.
The details of Stock Options granted pursuant to ESOS-2006 and the Stock Options and
RSUs granted pursuant to ESOS-2013 and ESOS-2018, and the other disclosures in compliance
with the provisions of the SEBI SBEB & SE Regulations, is available on your Company's
website at https://www.grasim.com/Upload/PDF/ esos-disclosure-2023.pdf
A certificate from the Secretarial Auditors with respect to implementation of your
Company's ESOS, will be available at the ensuing AGM for inspection by the Members.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has zero tolerance for sexual harassment at workplace. Your Company has
adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act'), and the Rules framed
thereunder. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.
Your Company has constituted Internal Complaints Committee to redress and resolve any
complaints arising under the POSH Act. There were 4 (four) complaints received during the
year, out of which 2 (two) were outstanding as on 31st March 2023. The Company
is committed to providing a safe and conducive work environment to all its employees and
associates.
HUMAN RESOURCES
Your Company's human resource is the strong foundation for creating many possibilities
for its business. The efficient operations of manufacturing units, market development and
expansion for various products were the highlight of our people effort.
Continuous people development for developing knowledge and skills coupled with the
Talent Management practices will deliver the talent needs of the Organisation. Your
Company's employee engagement score reflects high engagement and pride in being part of
the Organisation.
The Group's Corporate Human Resources plays a critical role in your Company's talent
management process.
Annexure 'B' to the Board's Report
Independent Auditors' Certificate on Corporate Governance
To the Members of Grasim Industries Limited
We have examined the compliance of conditions of Corporate Governance by Grasim
Industries Limited (the 'Company'), for the year ended 31st March 2023, as per
the relevant provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').
MANAGEMENT'S RESPONSIBILITY
The compliance of the conditions of Corporate Governance is the responsibility of the
management. This responsibility includes the design, implementation, and maintenance of
internal control procedures to ensure the compliance with the conditions of the Corporate
Governance stipulated in Listing Regulations.
AUDITOR'S RESPONSIBILITY
Our responsibility is limited to examining the procedures and implementation thereof,
adopted by the Company for ensuring compliance with the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
We have examined the books of account and other relevant records and documents
maintained by the Company for the purposes of providing reasonable assurance on the
compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance
with the Guidance Note on Certification of Corporate Governance issued by the Institute of
the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under
Section 143(10) of the Companies Act, 2013, in so
far as applicable for the purpose of this certificate and as per the Guidance Note on
Reports or Certificates for Special Purposes issued by the ICAI which requires that we
comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality
Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical
Financial Information, and Other Assurance and Related Services Engagements
OPINION
Based on our examination of the relevant records and according to the information and
explanations given to us, we certify that the Company has complied with the conditions of
Corporate Governance as stipulated in the above-mentioned Listing Regulations
We further state that such compliance is neither an assurance as to the future
viability of the Company nor the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
For KKC & Associates LLP
Chartered Accountants (formerly Khimji Kunverji & Co LLP)
FRN-105146W/W100621
Gautam Shah
Partner
Membership No.: 117348 ICAI UDIN: 23117348BGSZIR2644
Place: Mumbai Date: 26th May 2023
Annexure 'D' to the Board's Report