To the Shareholders
The Directors present the Twenty-ninth Annual Report together with the auditedStatement of Accounts of the Company for the year ended March 31 2021.
FINANCIAL RESULTS Rs.STANDALONERs.
|Particulars ||2020-21 ||2019-20 |
|Revenue from operations ||5035.18 ||5578.58 |
|Other income ||36.20 ||27.00 |
|Total income ||5071.38 ||5065.58 |
|Expenses ||4862.82 ||5502.00 |
|Profit before Exceptional items ||208.56 ||103.58 |
|& tax || || |
|Tax expenses ||3.83 ||68.00 |
|Exceptional items ||(4.78) ||(10.32) |
|Profit for the year ||199.95 ||25.26 |
|Other Comprehensive Income/ ||(2.56) ||(14.44) |
|(Loss) - net of tax || || |
|Surplus - opening balance ||397.13 ||350.74 |
|Amount available for appropriation ||594.52 ||361.56 |
|Dividend & Dividend Distribution ||- ||60.68 |
|Tax || || |
|Transfer from Debenture ||- ||96.25 |
|Redemption Reserve || || |
|Surplus - closing balance ||594.52 ||397.13 |
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 www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
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 Covid-19 pandemic continues to cast a dark shadow over the whole world and theBoard expresses deep gratitude to all those front-line workers who worked tirelessly tohelp keep others safe and economies moving forward. The pandemic had a significant impactdue to strict lockdowns at the beginning of the year but business returned to normalcy inthe second half. Despite the inevitable and widespread disruption to the Company'sbusinesses the Company responded with commendable resilience and ingenuity delivering anencouraging set of results in very challenging circumstances. As economic activity pickedup the Company experienced demand recovery and strong volume growth. The Companygenerated turnover of Rs. 5035.18 Crores profit before tax of Rs. 203.78 Crores andprofit after tax of
Rs. 199.95 Crores during the year ended March 31 2021 as against turnover of Rs.5578.58 Crores profit before tax of Rs. 93.26 Crores and profit after tax of Rs. 25.26Crores during the year ended March 31 2020. The consolidated profit after tax for theyear ended March 31 2021 of the Company and its subsidiary/joint venture companiesamounted to Rs. 140.34 Crores as against loss after tax of Rs. 11.95 Crores for theprevious year ended March 31 2020.
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. 620.56 Crores and tied-up fresh loans ofRs. 574.91 Crores during the year under review to finance inter alia itsrepayment of debts ongoing long term working capital and capital expenditure. The loanswere used for the purpose they were sanctioned by the respective banks/financialinstitutions.
During the year ended March 31 2021 the Company raised
Rs. 125 Crores by way of privately placed Unsecured Redeemable Non-convertibleDebentures (NCDs') to finance inter alia its refinancing of debt longterm working capital and general corporate purpose detailed as under :
|Coupon Rate ||Date of Allotment ||Series ||No. of NCDs ||Total Amount Rs. Crores ||Tenor ||Maturity Date |
|9.75% Unsecured NCDs ||21.08.2020 ||- ||750 ||75.00 ||3 years ||21.08.2023 |
|Tranche - XVII || || || || || || |
|10.25% ||12.06.2020 ||A ||350 ||35.00 ||1 year ||25.06.2021 |
|Unsecured NCDs || ||B ||150 ||15.00 ||1 year ||30.12.2021 |
|Tranche - XVI || || || || || || |
The aforesaid debentures are listed on BSE Limited. The proceeds of the NCDs issue havebeen fully utilised for the purpose of the issue.
During the year under review NCDs aggregating Rs. 603.10 Crores were redeemed inaccordance with the terms of the issue.
SCPL Tranche II (Linked to MIBOR (+) 4.75 % subject to a minimum of 10.64% and amaximum of 10.65 %) Unsecured Rated Unlisted Redeemable Taxable Non-convertibleDebentures of the face value of
Rs. 1000000/- each aggregating up to Rs. 50 Crores issued by erstwhile SilicaCeramica Private Limited (SCPL') have been vested in the Company pursuant to theamalgamation with the Company in accordance with the Order dated April 28 2021 passed bythe National Company Law Tribunal Hyderabad Bench.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year the Company has transferred a sum of Rs. 0.08 Crores to the InvestorEducation and Protection Fund in compliance with provisions of the Act which representsunclaimed/unpaid dividend unclaimed fixed deposits and unclaimed interest on the fixeddeposits.
Composite Scheme of Arrangement and Amalgamation
The Board of Directors at its meeting held on October 23 2019 and the shareholderssecured and unsecured creditors of the Company have vide special resolution passed bythem respectively through Postal Ballot dated November 27 2020 considered and approved aComposite Scheme of Arrangement and Amalgamation as under :
a. Demerger of retail/trading business undertakings of TBK Rangoli Tile Bath KitchenPrivate Limited TBK Venkataramiah Tile Bath Kitchen Private Limited and TBK Samiyaz TileBath Kitchen Private Limited into its holding company H. & R. Johnson (India) TBKLimited (HRJ TBK') and subsequent demerger of retail/trading business undertaking ofHRJ TBK into the Company.
b. Subsequent amalgamation of Milano Bathroom Fittings Private Limited (Milano')and Silica Ceramica Private Limited (Silica') into the Company.
The Composite Scheme of Arrangement and Amalgamation has received the approval of theNCLT Hyderabad vide order dated April 28 2021. Pursuant thereto :
l Milano and Silica have ceased to be subsidiaries of the Company without beingwound up and Equity Shares and Preference Shares held by the Company in each of Milano andSilica got cancelled and stand extinguished. All assets and liabilities of Milano andSilica were transferred to the Company.
l Investments of HRJ TBK in its subsidiary companies
- TBK Rangoli Tile Bath Kitchen Private Limited (TBK Rangoli') TBK VenkataramiahTile Bath Kitchen Private Limited (TBK Venkat') TBK Samiyaz Tile Bath KitchenPrivate Limited (TBK Samiyaz') and TBK Prathap Tile Bath Kitchen Private Limited(TBK Prathap') became the investments of the Company. Hence TBK Rangoli TBK Venkatand TBK Samiyaz became the wholly-owned subsidiary companies of the Company and TBKPrathap became the subsidiary of the Company.
l TBK Deepgiri Tile Bath Kitchen Private Limited and TBK Florance Ceramics PrivateLimited which were earlier the joint ventures of HRJ TBK have become the joint venturesof the Company.
The financial statements include effects of this Arrangement and Amalgamation.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has seven subsidiaries nine joint ventures and two associate companies ason March 31 2021. The performance of the subsidiaries has been adversely impacted due tothe ongoing Covid-19 pandemic. The joint ventures have performed satisfactorily during theyear under review. 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 of performance of subsidiaries associates and joint venture companiesduring the financial year is as under :
Raheja QBE General Insurance Company Limited (RQBE') : The Company during theyear under review approved the divestment of its entire holding of 51% of the paid-upequity share capital in RQBE a material subsidiary to Paytm Insuretech Private Limited(erstwhile QORQL Private Limited) for an aggregate consideration of Rs. 289.68 Croressubject to receipt of requisite approvals. The consideration to be received by the Companyfor the divestment is subject to certain adjustments which may be carried out between thedate of execution of definitive agreement and closure of the sale and other customaryterms for a sale of such nature. Pending the requisite approvals and to support theexpansion plans of RQBE the Company has acquired 29441709 equity shares of Rs. 10/-each aggregating Rs. 76.55 Crores by subscribing to right issues. The Joint Venturepartner also subscribed to the rights issue and hence the shareholding percentage of theCompany in RQBE remains unchanged.
Antique Marbonite Private Limited Joint Venture of the Company decided topermanently close one of its production lines having capacity equivalent to 3 mn m2per annum with effect from November 2 2020 due to an aging unviable plant. The Companyhad already made cost effective arrangements for transition to outsourced vendor(s) sothat there is full continuity with profitability and no impact on sales.
Sanskar Ceramics Private Limited (Sanskar') : The Company acquired additional35% equity stake for
Rs. 12.95 Crores in Sanskar during the year under review.
Consequent to aforesaid acquisition Sanskar became a Joint Venture of the Companyeffective from July 6 2020. This arrangement is expected to increase the Company'sfootprint in Morbi for supply of wall and vitrified tiles.
Prism Power and Infrastructure Private Limited (PPIPL') an associate inwhich the Company held 49% equity stake had made an application for striking-oRs. of itsname from the Register of Companies as per applicable provisions of the Act. The Registrarof Companies Hyderabad vide its order dated April 9 2021 has struck off the name fromthe Register of Companies and PPIPL stands dissolved from the said date.
CSE Solar Parks Satna Private Limited (CSE Solar') : The Company has acquired4480000 equity shares of Rs. 10/- each at par aggregating to Rs. 4.48 Crores in CSESolar associate of the Company. Post the acquisition the shareholding of the Company inCSE Solar has increased from 27% to 27.95%.
There has been no material change in the nature of the business of the othersubsidiaries joint ventures and associates during the year under review.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company prepared in accordancewith the Act and the applicable Indian Accounting Standards alongwith 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 www.prismjohnson.in/investors/subsidiary-annual-accounts.
Pursuant to the approval of the Composite Scheme of Arrangement and Amalgamation by theNCLT Hyderabad vide order dated April 28 2021 the authorised capital of the Companyincreased from Rs. 5250000000 (Rupees Five Hundred Twenty-five Crores only) dividedinto 525000000 Equity shares of Rs. 10/- (Rupees Ten only) each to
Rs. 6512150000 (Rupees Six Hundred Fifty One Crores Twenty-one Lakhs Fifty Thousandonly) divided into 651215000 Equity shares of Rs. 10/- (Rupees Ten only) each.
The paid-up equity share capital remains unchanged at
Rs. 503.36 Crores as on March 31 2021. During the year under review the Company hasnot issued shares with differential voting rights neither granted any stock options norsweat equity.
The Board of Directors has at its Meeting held on May 19 2021 subject to requisiteapprovals and based on the performance evaluation and recommendations of the Nominationand Remuneration Committee re-appointed Mr. Vivek K. Agnihotri as Executive Director& CEO (Cement) for a period of three years with effect from August 17 2021 uponterms and conditions mentioned in the Notice of the ensuing Annual General Meeting readwith the Explanatory Statement thereto. The Board recommends passing of the specialresolution at Item No. 4 of the Notice.
Pursuant to Section 152 of the Act Mr. Vivek Agnihotri and Mr. Atul Desai retire byrotation at the forthcoming Annual General Meeting of the Company and being eligible haveoffered themselves for re-appointment. The Company has received declarations from Ms.Ameeta A. Parpia Mr. Shobhan M. Thakore and Dr. Raveendra Chittoor
Independent Directors of the Company confirming that they meet with the criteria ofindependence as prescribed both under sub-section (6) of Section 149 of the Act and underthe SEBI LODR. The terms and conditions of appointment of the Independent Directors areplaced on the website of the Companywww.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
The details of familiarisation programme for Independent Directors have been disclosedin the Report on Corporate Governance and on the website of the Company www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
As required the requisite details of Directors seeking appointment/re-appointment areincluded in this Annual Report.
The Board of Directors met seven times during the year ended March 31 2021.Additionally several Committee Meetings were held including the Audit Committee whichmet ten 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.
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 www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
KEY MANAGERIAL PERSONNEL
There were no changes in the Key Managerial Personnel of the Company during the yearunder review.
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee details of the same are stated in theReport on Corporate Governance.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
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 www. prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
PREVENTION OF SEXUAL HARASSMENT
The Company offers 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. As per the requirement of the Sexual Harassment of Womenat Workplace (Prevention Prohibition & Redressal) Act 2013 (POSH Act') andRules made thereunder the Company has constituted an Internal Committee to inquire intocomplaints of sexual harassment and recommend appropriate action. The Company has beenconducting induction/refresher programmes in the organisation on a continuous basis tobuild awareness in this area.
During the financial year 2020-21 two complaints were received with allegations ofsexual harassment of which one was investigated and resolved as per the provisions of thePOSH Act. The second complaint is under investigation.
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 andprinciples of risk management along with an overview of the risk management processprocedures and related roles and responsibilities. The risk management process includesidentifying types of risks and its assessment risk handling and monitoring reporting andcontrolling/ mitigation.
The Committee on timely basis informed members of the Audit Committee and the Boardof Directors about risk assessment and minimisation procedures and in their opinion therewas no risk that may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY Rs.CSR'Rs.
The Company has adopted a CSR Policy based on which all CSR activities are initiatedand implemented. The Company Policy is focused on CSR initiatives in areas such as waterhealth and sanitation energy conservation pollution-free atmosphere clean technologiesand primary health care for the villagers in the vicinity of the plants. The Policy isavailable on the Company's website atwww.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
During the financial year 2020-21 the Company has spent Rs. 3.48 Crores towards CSRactivities.
Requisite disclosure including composition of the CSR Committee has been made in theprescribed form annexed herewith as Annexure A'.
BUSINESS RESPONSIBILITY REPORTING
A separate section on Business Responsibility Reporting forms part of this AnnualReport as required under Regulation 34(2)(f) of the SEBI LODR annexed herewith as AnnexureB'.
LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements.
RELATED PARTY TRANSACTIONS
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 their review on a quarterly basis. Thestatement is supported by a Certificate from the Managing Director Executive Director& CEOs and the Chief Financial Officer. The Policy on Related Party Transactions asapproved by the Audit Committee and the Board of Directors is available on the website ofthe Company at www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies. Details of the transactions enteredduring the year ended March 31 2021 pursuant to sub-section (1) of Section 188 of theAct are given in the prescribed Form AOC-2 annexed herewith as Annexure C'. Therewas no material related party transaction made by the Company with Promoters DirectorsKey Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the Company at large. None of the Directors have any pecuniaryrelationships or transactions vis--vis the Company.
Attention of the members is drawn to the disclosure of related party transactions setout in Note 4.09 of the Standalone Financial Statements forming part of this AnnualReport.
DIRECTORS' RESPONSIBILITY STATEMENT
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 March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. That they have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profit ofthe Company for the year ended on that date;
c. That proper and sufficient 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 going concern basis;
e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
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 D'.
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 partof this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. Any shareholder interested in obtaining a copy of the statement may send an emailto firstname.lastname@example.org.
CONSERVATIONOFENERGYTECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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 E' forming part of thisReport.
MANAGEMENT DISCUSSION AND ANALYSIS
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.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has established set of standards processes and structure which enable itto implement adequate internal financial controls and ensure that the same are operatingeffectively. 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 effective during the financial year 2020-21.
AUDITORS Statutory Auditors
The shareholders at the 26th Annual General Meeting appointed M/s. G. M. Kapadia &Co. Chartered Accountants
Mumbai as the Company's Auditors upto conclusion of the 31st Annual General Meeting ofthe Company. The Auditors have confirmed their eligibility under Section 141 of the Actand the Rules framed thereunder. As required under the SEBI LODR the Auditors have 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 Auditors on the financial statements of the Company is part ofthis Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
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 19 2021 appointed M/s. D. C. Dave &Co. Cost Accountants as the Cost Auditors for the year ending March 31 2022 and hasrecommended their remuneration to the shareholders for their ratification.
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 Secretarial Auditor of the Company. The Report of the Secretarial Auditorin Form MR-3 is annexed herewith as Annexure F'.
Secretarial Audit of Material Unlisted Subsidiaries
For the financial year 2020-21 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 2020-21 by Practising Company Secretary. The said Audit Reportwhich does not contain any qualification reservation or adverse remark or disclaimer hasbeen annexed herewith as Annexure G'.
The Annual Return of the Company has been placed on the website of the Company and canbe accessed at www. prismjohnson.in/investors/annual-return.
1. No other material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which the financial statementsrelate and the date of this report.
2. No significant and material orders were passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
3. No fraud has been reported during the audit conducted by the Statutory AuditorsInternal Auditors Secretarial Auditor and Cost Auditors of the Company.
4. The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act.
5. For the financial year ended on March 31 2021 the Company has complied withprovisions relating to the constitution of Internal Committee under the POSH Act.
The Directors thank the shareholders various Central and State Governmentdepartments/agencies banks and other business associates for their valuable services andcontinued support during the year under review. The Board also takes this opportunity toexpress its sincere appreciation of the contribution and dedicated work of all theemployees of the Company.
Place : Mumbai
Dated : May 19 2021
For and on behalf of the Board
SHOBHAN M. THAKORE
(DIN : 00031788)