CRONE NOTICE To All the Employees who are members of the. Provident Fund Institution, Kolkatta The Company has established a Provident Fund Trust for its excluded employees in the rank of Officer and above. The Trust Deed and Rules are attached. A copy of the same is available on Company's website (www.arasim.com) and with Accounts Department at your Unit. As per the provisions of the Income Tax Act and Rules it is necessary to seek exemption from the Regional Provident Fund Commissioner. In accordance with the procedures prescribed by the Provident Fund Office, it is necessary for the employer to publish the notice and rules inviting objections from the employees eligible to become members of the Trust. The new Provident Fund Trust will become effective from 01.11.07. As per the Rules, there will be minimum four and maximum twelve trustees. There will be equal number of trustees representing the employees and the employer on the Board. Mr. Vijay Kaul and Mr. MK Parasrampuria have offered themselves to act as first trustees on behalf of the employees. In case any employee has any objection for establishing the Provident Fund Trust as aforesaid and for seeking exemption from the Regional Provident Fund Office, Mumbai, he / she should communicate his / her objection, if any, within 30, days from the date of this Notice. D.D-Ratl Whole Time Director & CFO Date: 16" October 2007 GRASIM INDUSTRIES LIMITED (Corporate Finance Division) Aciya Bia Cente, ‘A’ Wing, 2 Foot, &K. Ahire Marg, Worl, Mumbai 400 090. Tal 91-22-6652 8000 / 2499 5000 Fax. 81-22-6652 5114 / 2409 5114 + Ema. grasimcts@actyabirta.com Registered Oice : PO. Birlagram, Napda - 456 331 (MP)TRUST DEED & RULES OF GRASIM INDUSTRIES LIMITED EMPLOYEES’ PROVIDENT FUND A-2, Aditya Birla Centre SK Ahire Marg, Worli Mumbai 400 030 QOURNeAOeeRNAO OOo ORONAOOOOAneRAAAOOOeD SOC OUCH GHG) CeO Doo icine Reewieiue iecunduniteceREPT wera A 20 AU 208725 EE NDUSTRIES LID. Rifeire i (Qewle gr te ee Pi oroertr e tbo THIS DEED made this 20" day of September, 2007 between Grasim Industries Limited, a Company incorporated under the Gwalior Companies Act (1 of Samvat 1963) and at present governed by the Companies Act, 1956, having its Registered Office at Birlagram, Nagda (M.P.) (hereinafter referred to as the “Company” or “the Employer") (which expression shall unless it be repugnant to the context or meaning thereof, shall mean and include its successors and assigns) of the One Part; AND 1. Mr. Sanjeev Baina, Employer Representative, Chairman 2. Mr. Pavan Kumar Jain, Employer Representative 3. Mr. Vilay Kaul, Employees’ Representative 4. Mr. M. K, Parasrampuria, Employees’ Representativeagit MAHARASHTRA pe ee AU 208726 | wenn: —-GRASIM INDUSTRIES LTD, i eumter gs Stee We a MM, D. Kadam i i : [hereinafter referred to collectively as the “Trustees” and individually called the “Trustee” (which term shall also include the ‘Board of Trustees’) and which expression shall include the survivor or survivors of them and the heirs, executors, administrators of such survivors, their and his assigns and the Trustees or Trustee for the time being and from time to time of these presents] of the Other Part. WHEREAS the Company is desirous of forming a Provident Fund for its employees subject to certain Rules and Regulations to be approved by the jurisdictional Commissioner of Income-tax and any other authority whose approval may be so required by / under any applicable law. AND WHEREAS the Trustees have agreed to act as such Trustees and to hold and stand possessed of the funds and securities belonging to the said L biger mpProvident Fund for the purpose and uses mentioned in the said Rules and Regulations, NOW THIS DEED WITNESSETH AND IT IS HEREBY DECLARED AND AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS: 1 Provident Fund titled “GRASIM INDUSTRIES LIMITED EMPLOYEES’ PROVIDENT FUND” (hereinafter referred to as ‘the Fund’) is hereby established and constituted with effect from 01.11.07 as a Trust upon and subject to these presents and the Rules of the Fund (‘the Rules’) for the time being in force, notwithstanding the date of these presents. The Present address of the Trust shall be A-2, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai 400 030. 2, The words and expressions to which special meaning has been given in the Rules shall have the same meaning wherever they appear in these presents, PROVIDED THAT the masculine gender shall include the feminine gender and the singular shall, wherever the context admits, include plural 3. The Rules contained in the Schedule hereto shall be the Rules governing the Fund, subject to such alterations, amendments, additions, repeals, variations, substitutions or abrogations, from time to time, as may be permitted by these presents and approved by the appropriate authority, if required. 4. The Fund shall be deemed to have been established and constituted and the Rules and Regulations shall be deemed to have taken effect from 01.11.07, notwithstanding the date of these presents. 5. The Trust hereby declared shall be irrevocable, save with the consent of all the beneficiaries of the Fund. 6. The Trustees shall hold the Fund (including not only any sums and investments which may hereafter from time to time be provided by the Company or otherwise as a part of or by way of addition to the Fund but also contributions and other sums payable by the Members of the Fund under the Rules annexed hereto and the investments for the time beingrepresenting the said sums and contributions and the annual interest and income thereon, capital gains arising from transfer of capital assets and all amounts transferred to the Fund in accordance with the Rules) upon such Trust and with and subject to such powers and provisions as are or shall be contained in these presents and Rules or other Rules for the time being in force to the extent that the Fund shall be established for the benefit of the Members as defined by such Rules. ‘The Fund shall be vested in the Board of Trustees for the time being who shall have the entire control and management thereof. The Trustees shall administer the Fund in accordance with the provisions of these presents and the Rules which shall be binding on the Company, the Trustees and the Members, their nominees, successors and legal representatives. The Trustees shall have the power to invest any money belonging to the Fund in the name of the Trust and pay monies due to the Members or as the case may be, to their nominees in accordance with the Rules, The Trustees shall have the entire control of the Fund and shall decide all differences or disputes which may arise under the Rules either as to the interpretation thereof or to the rights and obligations of the Company and/ or of the Members and / or their nominees and / or their successors legal representatives and the decision of the Trustees, shall in all cases, be final and binding on all parties concerned The Trustees shall on the recommendation of the Company and subject to the prior approval of the jurisdictional Commissioner of Income-tax and any other authority whose approval may be so required by / under any applicable law, repeal, add to, vary, alter, abrogate, amend or substitute all or any of the provisions of the Trust Deed and / or the Rules of the Fund and every such repeal, addition, variation, alteration, abrogation, amendment or substitution shall be binding upon the Company, the Trustees, Members of the Fund and their Nominees and / or successors / legal representatives, with effect from such date as the Trustees may determine. PROVIDED HOWEVER THAT such repeal, addition, variation, alteration, abrogation, amendment or substitution shall not adversely affect the object of the Fund as indicated in the Rules RAY Ae 4 wyand the Trust Deed and the right of any Member to be credited with the amount with which he is entitled to, upto the date of such repeal, addition, variation, alteration, abrogation, amendment or substitution. 9. (a) The Trustees covenant with the Company that they will contro! and administer the Fund in strict conformity with the Rules and in accordance with the directions of the Company provided that such directions shall not conflict with the Rules. (b) The Trustees hereinbefore named shall be the first Trustees of the Fund (c) The Fund shall at all times to be vested in the Trustees who shall not be less than four in number. 10. The power of appointment and removal of trustees shall be subject to the provisions made in the Rules in this behalf, 11, A Trustee shall be at liberty to resign his office by giving a notice in writing in that behalf addressed to the Company and the Chairman of the Board of Trustees. 12. A Trustee shall, ipso facto, cease to hold office as a Trustee if he (a) gives notice in writing in this behalf to the Company (b) for any reason becomes incapable of acting as a Trustee of which the Company shall be the sole judge (c) having been appointed by virtue of his being an employee, ceases to be an employee of the Company. 13. A Trustee shall only be chargeable for monies or securities actually received by him and no Trustee shall be liable for any loss not attributable to (a) his own dishonesty, or (b) the willful commission by him of an act constituting a breach of trust, and in particular he shall not be liable for any loss or defaults of the other Trustees or a Banker, broker or other person with whom monies or securities of the Fund may be properly deposited. 14, The Trustees shail have all powers and the benefits of all indemnities conferred upon Trustees generally by the Indian Trusts Act, 1882, and by any statutory modification or re-enactment thereof for the time being A ie mM s Re15. 16. in force and the Company hereby agrees to keep each of the Trustees indemnified against all proceedings, suits, claims, costs, damages and ‘expenses occasioned by any claim in connection with the Fund, not arising from his dishonesty or breach of trust. All powers, directions and authorities given to the Company by this Deed and the Rules and Regulations contained in the Schedule hereto shall be exercisable by the Board of Directors of the Company (the term “Board of Directors” shall include any Committee of the Board of Directors, formed or may hereafter be formed). The directions to be given by the Company to the Trustees shall be deemed to have been sufficiently given, if given in writing and signed by such person as the Company may from time to time nominate in writing and the Trustees shall not be required or responsible to enquire into such directions and shall not be responsible for acting on the same. ‘Any arrangement for the winding up of the Fund or for its amalgamation with another Fund shall be subject to the prior approval of and subject to such condition as may be imposed by the jurisdictional Commissioner of Income Tax and any other authority whose approval may be so required by / under any applicable law. In the event of such winding up, after payment of all accumulated balance due to Members, any surplus shail be distributed among the Members as at the date of such notice as aforesaid proportionately to their accounts. Any portion of such surplus coming to the share of each Member shall be included in the total income of such member and shall bear tax if any provided that in the case of Members who are employees to whom the provisions of Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 apply, the accumulated balance as aforesaid shall be transferred to the Fund constituted under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. ‘On closure, any benefit received by the members from the lapsed balances is taxable in accordance with the Income Tax Act, 1961.é 17. The Trust hereby created, shall be governed by and subject to the laws of India for the time being in force and the Trust Fund hereof shali always be located in India, IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day and year first hereinabove written The common seal of Grasim Industries Limited has been hereunto affixed pursuant to the resolution of its Board of Directors passed at its meeting held on 28" July 2007 in the presence of 1 wR D.D ott’ es 2 ur Hemant Medel Ahad. AND c-S.04 F yeas Who have in witness thereof affixed their own signatures heret WITNESS 1. Ho PAREEK BRAG 2. MLS Latins M. Suara SIGNED AND DELIVERED BY THE WITHIN NAMED TRUSTEES, 1. Mr, Sanjeev Bafna 2. Mr. Pavan Kumar Jain 3. Mr. Vijay Kaul 4 tun, a 4. Mr.M. K, ParasrampuriaGrasim Industries Limited Employees’ Provident Fund Index of Rules Rule No. Contents Page No. 4 Rules shall be called - Grasim industries Limited 1 Employees’ Provident Fund Rules = 3 Definitions | 3a) Constitution of the Fund : 3(ii) | Constitution of the Board of Trustees (BOT) _ 3(i) i lila) _ —3(i)(b) tes 3(ili)(c) | Procedure for election ee. ~3(iti(¢) [Nomination of candidates for election Scrutiny of nomination papers 1 3 3 3 3 4 4 4 4 ~ (if) | Voting in election a 4 3uili)(g) qualification of Trustees 5 34ii)(h) rman of the Board 5 |_30li)() | Filling of casual vacancies 5 3(ii)() | Cessation and restoration of Trusteeship 5 4 ‘Appointment of new Trustee or Trustees 6 4A Functioning of the Board of Trustees 6 5 Control of the Fund 6 BA Notice of Meeting 8 5B Meetings: 8 ‘5C Quorum 8 5D, Fumish written undertaking for grant of exemption 9 6 Cost of Management 9 6A, Payment of Inspection charges 9 iz Power to appoint staff 9 8 Membership of the Fund 9 8A Declaration by person taking up employment afer the| 10 Fund has been established. 9 Nominations 10 10 Contribution of Members 1 1 Employer's contribution to the Fund "4 11A___| Payment of contribution 13__| 11B [Employer's share not 10 be deducted from the| 13 members’ salary cet 14C [Recovery of a members’ share of contribution 13 44D | Payment of interest and damages by Employer 14 12 Member's Account 14 13 Member's Passbook ass 15 14 Bankers of the Fund 15 15 investment of the Fund 15 16 | Sale of Securities 16Grasim Industries Limited Employees’ Provident Fund Index of Rules Rule No. _ Contents 17 ution of the Profits of the Fund a7 18 ‘Audit of Ac 8A | Inspection Hee [188 | Display on Notice Board — Rules of the Fund 19 __18C | File returns 19 19(a) 19. 19(b) | Conversion of Policy into a paid-up one and payment of | 20 = late fee, etc. 19(¢)___| Assignment of Policies to the Fund 20 19(4) | Bonus on policy to be adjusted against payments made [__21 ___| from the Fund [= 79) | Re-assignment of Policies 24 19(f) | Recovery of amounts paid towards inst Policies | 21 19A | Withdrawal from the Fund for the purchase of dwelling | __21 house/flat or for the construction of a dwelling house including the acquisition of a suitable site for the purpose, a 198 | Withdrawal from the Fund for repayment of loans in| 26 Special Cases 19BC | Withdrawal/financing from the Fund for purchase of | 27 dwelling house/flat or construction of dwelling house including the acquisition of a suitable site by the Member 19C | Advance from the Fund for iliness/hospitalization in| 29 certain cases 19D [Advance from the Fund for marriage or post] 30 matriculation education of children 19E | Grant of Advances in abnormal conditions EG 19F | Grant of advances to members affected by cut in the| 31 supply of electricity 19G [Grant of advance to members who are physically; 32 handicapped 19H | Grant of advance in special cases 32 191 Withdrawal within one year before the retirement 33 19) [Option for withdrawal at the age of 55 years for| 33 investment in Varishtha Pension Bima Yojana 19K | Computation of period of membership 34 19L___| Payment of withdrawal or Advances 34 20 Payment from Fund to members or their] 34 Representatives 24 Prohibition against transfers and assignments 34 22 Withdrawal of accumulations from the Fund by the| 35 members 23 Payment on the death of member 36 234 | Payment of Provident Fund accumulations in the case | 37 of a person charged with the offence of murder 24 Payment of Provident Fund i 37 WAY Ay weGrasim Industries Limited Employees’ Provident Fund Index of Rules Rules Contents __ [Page No. 25 Mode of payment of withdrawals, advance or| 39 accumulations 26 Deduction of Income Tax 39 27 Protection against attachment [40 28 Alterations or Amendments in the Rules | 40 29 ‘Transfer of PF Accumulation to other Provident Funds 40 30 ‘Acceptance of PF Accumulations from outer Providi 41 Funds ae 3 Difference in benefits to be paid 44 31A___| Statutory provisions to have overriding effect 42 Form __| Form of Declaration a3 Form __| Form 2 (Revised) — Nomination 45 Form | Application Form for Voluntary Contribution 48 Form | Declaration by a person taking up employment of the | 49 Establishment yGRASIM INDUSTRIES LIMITED EMPLOYEES’ PROVIDENT FUND. Rules and Requlations Rule 4 These Rules shall be called “GRASIM INDUSTRIES LIMITED EMPLOYEES’ PROVIDENT FUND RULES”. These Rules and Regulations, subject to modifications as may be made therein, shall take effect from 01.11.07. Rule 2 Definitions In these Rules, unless the context otherwise requires: (a) (b) (c) (a) (e) () ‘Act’ shall mean The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. ‘Board’ or ‘Board of Trustees’ means the Board of Trustees constituted for administering the Fund, ‘Company’ shall mean Grasim Industries Limited. ‘Employee’ shall mean any person who is directly employed for salary or wages, which at the time he is entitled to become a member of the Fund is more than the statutory limit dectared by the Central Government from time to time (at present the limit is Rs. 6,500/- per month), in any kind of work, manual or otherwise, in or in connection with the work of the establishment and who is of the rank of Officer or above as per the policy for the time being of the Company. Explanation: Salary or wages for the purpose of this clause includes basic wages with deamess allowance, retaining allowance, if any, and cash value of food concession admissible thereon. ‘Employer’ shall mean: (i) __ in relation to an establishment which is a factory, the occupier of ‘the factory; and (i) in relation to any other establishment, the person who, or the authority which, has the ultimate control over the affairs of the establishment. ‘Establishment’ means the Company and includes all its branches, factories and offices. el ike