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Prism Johnson Ltd.

BSE: 500338 Sector: Industrials
BSE 00:00 | 01 Jul 107.50 -0.45






NSE 00:00 | 01 Jul 107.55 -0.40






OPEN 107.20
52-Week high 160.00
52-Week low 96.75
P/E 43.88
Mkt Cap.(Rs cr) 5,411
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 107.20
CLOSE 107.95
52-Week high 160.00
52-Week low 96.75
P/E 43.88
Mkt Cap.(Rs cr) 5,411
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prism Johnson Ltd. (PRSMJOHNSN) - Director Report

Company director report

To the Shareholders

The Directors present the Thirtieth Annual Report together with the audited Statementof Accounts of the Company for the year ended March 31 2022.


Rs Crores
Particulars 2021-22 2020-21
Revenue from operations 5568.79 5035.18
Other income 34.93 36.20
Total income 5603.72 5071.38
Expenses 5438.60 4862.82
Profit before Exceptional items 165.12 208.56
& tax
Exceptional items 8.99 (4.78)
Profit before tax 174.11 203.78
Tax expenses 40.86 3.83
Profit for the year 133.25 199.95
Other Comprehensive Income/ (3.58) (2.56)
(Loss) - net of tax
Surplus - opening balance 594.52 397.13
Surplus - closing balance 724.19 594.52


During the financial year there was no amount proposed to be transferred to theReserves.


In compliance with the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 (‘SEBI LODR') the Board of Directors of the Company has approved aDividend Distribution Policy. The objective of the policy is to lay down the criteria tobe considered by the Board before recommending dividend to its shareholders for afinancial year and to provide clarity to stakeholders on the profit distribution of theCompany. The Board shall consider distribution of profits in accordance with the businessstrategies provisions of the applicable regulations and seek to balance the benefit toshareholders of the Company with the comparative advantages of retaining profits in theCompany which would lead to greater value creation for all stakeholders.

The Policy is uploaded on the Company's website at

The Board of Directors after considering the overall circumstances and keeping in viewthe Company's Dividend Distribution Policy has decided that it would be prudent not torecommend any Dividend for the year under review.


The first quarter of the year under review witnessed the second wave of the pandemic.While the second wave of the pandemic impacted human lives due to higher mortality ratethe impact on Company's operations and financial performance was less severe as comparedto the first wave. Further during the second half of 2021-22 the Company witnessedmoderation in demand coupled with rising power and fuel costs that impacted the overallprofitability.

Despite the challenges the Company ensured continuous supply of products in themarkets with utmost focus on safety while adhering to all Covid - 19 protocols. With theuptick in the economy and the resumption of the plants and o_ces of the Company businessactivities have more or less regained normalcy.

The Company generated turnover of Rs 5568.79 Crores profit before tax of Rs 174.11Crores and profit after tax of

Rs 133.25 Crores during the year ended March 31 2022 as against turnover of Rs5035.18 Crores profit before tax of

Rs 203.78 Crores and profit after tax of Rs 199.95 Crores during the year ended March31 2021.

The consolidated profit after tax for the year ended March 31 2022 of the Companyamounted to Rs 43.95 Crores as against profit after tax of Rs 140.34 Crores for theprevious year ended March 31 2021.


During the year the Company did not accept any public deposits under Chapter V of theCompanies Act 2013 (‘the Act').


The Company has repaid/prepaid loans of_Rs_553.20 Crores and tied-up fresh loansof_Rs_456.69_Crores during the year under review to finance_inter alia its repayment ofdebts ongoing long term working capital and capital expenditure._The loans were used forthe purpose they were sanctioned by the respective banks/financial institutions.

During the year ended March 31 2022 the Company raised_ Rs_ 95 Crores by way ofprivately placed Unsecured Redeemable Non-convertible Debentures (‘NCDs') forgeneral corporate purpose detailed as under :

Coupon Date of Series No. of Total Tenor Maturity Rate Allotment NCDs Amount Date

Rs Crores

8.20% August Tranche 950 95 3 years August 26 2021 – XVIII 26


The aforesaid debentures are listed on BSE Limited. The proceeds of the NCDsissue have been fully utilised for the purpose of the issue.

During the year under review NCDs aggregating_Rs_184 Crores were redeemed inaccordance with the terms of the issue.


During the year the Company has transferred a sum of Rs 0.13 Crores to theInvestor Education and Protection Fund in compliance with provisions of the Act whichrepresents unclaimed fixed deposits and unclaimed interest on the fixed deposits.


The Company has seven subsidiaries nine joint ventures and two associate companies ason March 31 2022. A statement providing details of performance and salient features ofthe financial statements of subsidiary/associate/joint venture companies as per Section129(3) of the Act is provided in AOC-1 attached to the consolidated financial statementand therefore not repeated in this Report to avoid duplication. The highlights ofperformance of subsidiaries associates and joint venture companies during the financialyear is as under :

Raheja QBE General Insurance Company Limited (‘RQBE') : The Company hasapproved the divestment of its entire holding of 51% of the paid-up equity share capitalin RQBE a material subsidiary to Paytm Insuretech Private Limited (erstwhile QORQLPrivate Limited) subject to receipt of requisite approvals.

Pending the requisite approvals and to support the expansion plans of RQBE the Companyhas acquired 15969363_ equity shares of Rs 10/- each aggregating Rs 43.37 Crores bysubscribing to right issues during the year under review. The joint venture partner alsosubscribed to the rights issue and hence the shareholding percentage of the Company inRQBE remains unchanged.

TBK Rangoli Tile Bath Kitchen Private Limited TBK Samiyaz Tile Bath Kitchen PrivateLimited and TBK Venkataramiah Tile Bath Kitchen Private Limited : During the yearunder review the Company subscribed to 100000 Equity Shares of Rs 10/- each at paramounting to Rs 10 Lakhs in each of the wholly owned subsidiaries of the Company - TBKRangoli Tile

Bath Kitchen Private Limited TBK Samiyaz Tile Bath Kitchen Private Limited and TBKVenkataramiah Tile Bath Kitchen Private Limited. During the year under review expansionof tile manufacturing capacity aggregating to 4 mn m2 was undertaken at some jointventures of the Company at Morbi Gujarat.

There has been no material change in the nature of the business of the othersubsidiaries joint ventures and associates during the year under review.


The audited consolidated financial statements of the Company prepared in accordancewith the Act and the applicable Indian Accounting Standards along with all relevantdocuments and the Auditors' Report form part of this Annual Report.

The separate audited financial statements in respect of each subsidiary company is alsoavailable on the website of the Company at


The paid-up equity share capital remains unchanged at

Rs 503.36 Crores as on March 31 2022. During the year under review the Company hasnot issued shares with di_erential voting rights neither granted any stock options nor sweatequity.


The Board at its meeting held on February 1 2022 based on the performance evaluationand recommendations of the Nomination & Remuneration Committee and subject to therequisite approvals re-appointed Mr. Vijay Aggarwal as Managing Director and Mr. SaratChandak as Executive Director & CEO (HRJ) of the Company for a period of three yearswith e_ect from March 3 2022. The shareholders approved the said re-appointmentsand key terms of the agreement vide postal ballot through remote e-voting concluded onMarch 21 2022.

The Board on March 3 2022 based on the recommendations of the Nomination &Remuneration Committee and subject to the requisite approvals appointed Mr. Akshay RajanRaheja as Additional Director of the Company in the category of Non-executiveNon-independent liable to retire by rotation with e_ect from March 5 2022. Theshareholders approved the appointment of Mr. Akshay Rajan Raheja as Non-executive Directorliable to retire by rotation vide postal ballot through remote e-voting concluded onApril 8 2022.

The term of o_ce of Dr. Raveendra Chittoor as Independent Director will expire onJuly 2 2022. The Board at its meeting held on May 11 2022 on recommendation of theNomination

& Remuneration Committee has recommended the re-appointment of Dr.Chittoor as Independent Director of the Company for a second term of 5 (five) consecutiveyears on the expiry of his current term of o_ce. The Board recommends the saidappointment.

The Company has received declarations from Ms. Ameeta Parpia Mr. Shobhan Thakore andDr. Raveendra Chittoor Independent Directors of the Company confirming that they meetthe criteria of independence as prescribed both under sub-section (6) of Section 149 ofthe Act and under the SEBI LODR. The terms and conditions of appointment of theIndependent Directors are placed on the website of the Company

The details of familiarisation programme for Independent Directors have been disclosedin the Report on Corporate Governance and on the website of the Company

Pursuant to Section 152 of the Act Mr. Vijay Aggarwal and Mr. Sarat Chandakretire by rotation at the forthcoming Annual General Meeting of the Company and beingeligible have o_ered themselves for re-appointment.

As required the requisite details of Directors seeking appointment/re-appointment areincluded in this Annual Report.


The Board of Directors met six times during the year ended March 31 2022.Additionally several Committee Meetings were held including the Audit Committee whichmet eight times during the year. Details of the meetings are included in the Report onCorporate Governance.


Pursuant to the provisions of the Act and the SEBI LODR the Board has carried out anannual performance evaluation during the year under review. Details of the same are givenin the Report on Corporate Governance.

Remuneration Policy

The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel Senior Management and other employees formspart of the Report on Corporate Governance and is also available on the website of theCompany at


There were no changes in the Key Managerial Personnel of the Company during the yearunder review.


The Board has constituted an Audit Committee details of the same are stated in theReport on Corporate Governance.


The Company has established a vigil mechanism by adopting a Whistle Blower Policy toreport concerns about illegal or unethical practices if any. The details of the Policyare explained in the Report on Corporate Governance and are also available on the websiteof the Company at


The Company o_ers equal employment opportunity and is committed to creating a healthyworking environment that enables employees to work without fear of prejudice gender biasand sexual harassment. The Company has also framed a policy on Prevention of SexualHarassment of Women at workplace. The Company has constituted an Internal Committee toinquire into complaints of sexual harassment and recommend appropriate action as per therequirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 (‘POSH Act') and Rules made thereunder. The Company has beenconducting induction/refresher programmes in the organisation on a continuous basis tobuild awareness in this area.

During the financial year 2021-22 one complaint was received with allegations ofsexual harassment as per the provisions of the POSH Act which is under investigation. Thepending complaint of financial year 2020-21 was investigated and resolved.


The Company has constituted a Risk Management Committee. The details of the Committeeand its terms of reference are set out in the Report on Corporate Governance.

The Company works across a wide range of products i.e. Cement Tiles Bath fittings andReady Mixed Concrete. Several of the product lines have their own unique business andoperating models. These businesses operate in an evolving and challenging businessenvironment.

The Risk Management Policy framed by the Company details the objectives and principlesof risk management along with an overview of the risk management process procedures andrelated roles and responsibilities. The risk management process includes identifying typesof risks and its assessment risk handling and monitoring reporting andcontrolling/mitigation. The Committee on timely basis informed members of the AuditCommittee and the Board of Directors about risk assessment and minimisation procedures andin their opinion there was no risk that may threaten the existence of the Company.


The Company has adopted a CSR Policy based on which all CSR activities are initiatedand implemented. The Company Policy is focused on CSR activities in areas such as energyand water conservation health and sanitation pollution-free atmosphere cleantechnologies and primary health care for the villagers in the vicinity of the plants. ThePolicy is available on the Company's website at During the financial year2021-22 the Company has spent

Rs 3.94 Crores towards CSR activities.

Requisite disclosure including composition of the CSR Committee has been made inAnnexure ‘A' to this Report.


A separate section on Business Responsibility Reporting forms part of this AnnualReport as required under Regulation 34(2)(f) of the SEBI LODR.


Details of loans guarantees and investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements.


All related party transactions are placed before the Audit Committee and the Boardwherever required for prior approval. Prior omnibus approval of the Audit Committee isobtained for the transactions which are of a foreseen and repetitive nature. A statementgiving details of all related party transactions entered into pursuant to the omnibusapproval is placed before the Audit Committee for its review on a quarterly basis. Thestatement is supported by a certificate from the Managing Director Executive Director& CEOs and the Chief Financial O_cer.

The Policy on Related Party Transactions as approved by the Audit Committee and theBoard of Directors is available on the website of the Company at investors/disclosures-under-SEBI-LODR-regulations/policies.Details of the transactions entered during the year ended March 31 2022 pursuant tosub-section (1) of Section 188 of the Act are given in the prescribed Form AOC-2 annexedherewith as Annexure ‘B'.

There was no material related party transaction made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. None of the Directors have anypecuniary relationships or transactions vis-?-vis the Company.

Attention of the members is drawn to the disclosure of related party transactions setout in Note No. 4.09 of the Standalone Financial Statements forming part of this AnnualReport.


Pursuant to Section 134(3)(c) of the Act to the best of their knowledge and belief andaccording to the information and explanations obtained by them the Directors confirm : a.That in the preparation of the annual financial statements for the year ended March 312022 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any; b. That they have selected such accountingpolicies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of a_airs of theCompany as at March 31 2022 and of the profit of the Company for the year ended on thatdate; c. That proper and su_cient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d. That the annual financial statements have been prepared on a goingconcern basis; e. That proper internal financial controls were in place and that thefinancial controls were adequate and were operating e_ectively; f. That systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating e_ectively.


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 forming part of this report as Annexure ‘C'.

The information required under Section 197 of the Act and Rule 5(2) & 5(3) ofCompanies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 forms part of this Report. Having regard to theprovisions of the first proviso to Section 136(1) of the Act the Annual Report excludingthe aforesaid information is being sent to the members of the Company. Any shareholderinterested in obtaining a copy of the statement may send an email


The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134 of the Act read with theCompanies (Accounts) Rules 2014 is given in Annexure ‘D' forming part of thisReport.


The Management Discussion and Analysis Report for the year under review as stipulatedunder the SEBI LODR is presented in a separate section forming part of this Annual Report.


As per the SEBI LODR a separate section on Corporate Governance together with acertificate from the Company's Auditors confirming compliance forms part of this AnnualReport.


The Company has established standards processes and structure which enable it toimplement adequate internal financial controls and ensure that the same are operatinge_ectively. The internal financial control systems of the Company are commensurate withits size and the nature of its operations. The Company has well defined delegation ofauthority limits for approving revenue as well as capital expenditures. The Company usesan established ERP system to record day-to-day transactions for accounting and financialreporting.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work done by the Internal Statutory Costand Secretarial Auditors and the reviews of the Management and the relevant BoardCommittees including the Audit Committee the Company believes that the internalfinancial controls were adequate and e_ective during the financial year 2021-22.

AUDITORS Statutory Auditor

The shareholders had at the 26th Annual General Meeting appointed M/s. G. M. Kapadia& Co. Chartered Accountants Mumbai as the Company's Auditors up to conclusion of the31st Annual General Meeting of the Company. The Auditor has confirmed their eligibilityunder Section 141 of the Act and the

Rules framed thereunder. As required under the SEBI LODR the Auditor has alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

The Report given by the Auditor on the financial statements of the Company is part ofthis Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the Auditor in their Report.

Cost Auditor

Pursuant to Section 148 of the Act read with the Rules thereunder as amended theCompany needs to maintain the cost records and such accounts and records are maintainedfor its businesses. The Board of Directors of the Company has on the recommendation ofthe Audit Committee at its meeting held on May 11 2022 appointed M/s. D. C. Dave &Co. Cost Accountants as the Cost Auditor for the year ending March 31 2023 and hasrecommended their remuneration to the shareholders for their ratification.

Secretarial Auditor

The Company has appointed Ms. Savita Jyoti M/s. Savita Jyoti Associates PractisingCompany Secretary Hyderabad to undertake the Secretarial Audit of the Company pursuant tothe provisions of Section 204 of the Act and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. There was no qualification reservation or adverseremarks given by the Secretarial Auditor of the Company. The Report of the SecretarialAuditor in Form MR-3 is annexed herewith as Annexure ‘E'.

Secretarial Audit of Material Unlisted Subsidiaries

For the financial year 2021-22 Raheja QBE General Insurance Company Limited(‘RQBE') is the material unlisted subsidiary of the Company. In terms of Regulation24A of SEBI LODR read with Section 204 of the Act Secretarial Audit of RQBE has beenconducted for the year 2021-22 by the Practising Company Secretary. The said Audit Reportwhich does not contain any qualification reservation or adverse remark or disclaimer hasbeen annexed herewith as Annexure ‘F'.



[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]


The Members Prism Johnson Limited

We have conducted the secretarial audit of compliance of applicable statutoryprovisions and the adherence to good corporate practices by Prism Johnson Limited(hereinafter called ‘the Company'). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of books papers minute books forms and returns filed andother records maintained by the Company and also the information provided by the Companyits o_cers agents and authorised representatives during the conduct of secretarial auditwe hereby report that in our opinion the Company has during the audit period coveringthe financial year ended on March 31 2022 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance mechanism inplace to the extent in the manner and subject to the reporting made hereinafter :

1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company (Records for full year in electronic form only due tosituations of ‘'COVID 19'') for the financial year ended March 31 2022 according tothe provisions of :

(i) The Companies Act 2013 (‘the Act') and the Rules made thereunder; (ii) TheSecurities Contracts (Regulation) Act 1956 (‘SCRA') and the Rules made thereunder;(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder; (iv)The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 (‘SEBI Act') : (a) SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 (‘SEBI LODR')/Regulation(s);

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations2015; (c) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008; (d) Securities and Exchange Board of India (Issue andListing of Non-Convertible Securities) Regulations 2021; (e) The Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011; (f)The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client; (g) TheSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2018.

(h) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder.

2. We have relied on certifications/representations made by the o_cers of the Companyand mechanisms formed by the Company for compliances under other applicable Acts Laws andRegulations to the Company. Major laws applicable to the Company are as follows :

1) Factories Act 1948;

2) Industrial Development and Regulations Act;

3) Acts prescribed under Environment Protection Act;

4) Acts prescribed under Prevention and Control of Pollution;

5) Acts prescribed under Direct Tax and Indirect Tax;

6) Mines Act 1952;

7) Acts under Industrial Laws;

8) Labour Welfare Acts;

9) Labour laws and other incidental laws related to labour and employees appointed bythe Company;

10) Local laws as applicable to various o_ces and plants.

3. We have also examined compliance with the applicable clauses of the following : (i)Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) SEBI LODR guidelines.

(iii) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (iv) Securities and Exchange Board of India (Issue and Listing ofNon-Convertible Securities) Regulations 2021; (v) The Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011.

4. During the year under the report the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above.

We further report that : l The Board of Directors of the Company is dulyconstituted with proper balance of Executive Directors Non-executive DirectorsIndependent Directors and Woman Director. The changes in the composition of the Board ofDirectors that took place during the period under review were carried out in compliancewith the provisions of the Act / Regulation(s). l Adequate notice was given to allDirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. For certain urgent matters some of the meetings were calledat shorter notice. l Since none of the members have communicated dissenting viewsin the matters / agenda proposed from time to time for consideration of the Board andCommittees thereof during the year under the report hence were not required to becaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the Company has issued listednon-convertible debentures on private placement basis pursuant to the Special Resolutionpassed at the Annual General Meetings held on July 30 2021 We further state thatfollowing list of the documents were verified :

1) Memorandum and Articles of Association;

2) Annual Report for the financial year 2021;

3) Minutes of the meetings of Board of Directors Audit Committee Nomination andRemuneration Committee Securities Allotment & Transfer Committee StakeholdersRelationship Committee Risk Management Committee and Corporate Social ResponsibilityCommittee held during the year;

4) Minutes of the General meeting and Postal Ballots held during the financial yearunder report;

5) Statutory registers;

6) Agenda papers submitted to all directors/members for the board meetings andcommittee meetings;

7) Intimations received from the Directors of the Company pursuant to the provisions ofsection 184 and 149(7) of Companies Act 2013;

8) E-forms filed by the Company from time to time under the applicable provisions ofthe Companies Act 2013 and attachments thereof during the financial year underreport;

9) Intimations/documents/reports/returns filed with stock exchanges pursuant toprovisions of the SEBI LODR/ Companies Act 2013; 10) Various policies made under theCompanies Act 2013 and SEBI LODR.

The complete year audit was done on the basis of information provided by the Company inelectronic mode. We were unable to conduct actual physical examination of documents andreports filed by the Company with respect to compliances applicable.

For Savita Jyoti Associates
Company Secretaries
Savita Jyoti
FCS No.: 3738
Place : Hyderabad CP No.: 1796
Date : May 11 2022 UDIN: F003738D000303268