• OPEN AN ACCOUNT
Indian Indices
Nifty
22,326.90 203.25
(0.92%)
Sensex
73,651.35 655.04
( 0.90%)
Bank Nifty
47,124.60 338.65
( 0.72%)
Nifty IT
34,898.15 153.80
( 0.44%)
Global Indices
Nasdaq
16,379.46 -20.06
(-0.12%)
Dow Jones
39,807.37 47.29
(0.12%)
Hang Seng
16,541.42 148.58
(0.91%)
Nikkei 225
40,168.07 -594.66
(-1.46%)
Forex
USD-INR
83.33 -0.11
(-0.13%)
EUR-INR
90.34 0.01
(0.02%)
GBP-INR
105.32 -0.01
(-0.01%)
JPY-INR
0.55 0.00
(-0.18%)

EQUITY - MARKET SCREENER

Prism Johnson Ltd
Industry :  Cement - North India
BSE Code
ISIN Demat
Book Value()
500338
INE010A01011
27.7008503
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
PRSMJOHNSN
0
8990.01
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Mar 29, 2024 07:34 AM

To the Shareholders,

The Directors present the Thirty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2023.

FINANCIAL RESULTS _STANDALONE_

The Company's financial performance (standalone) for the year ended March 31, 2023 is summarised below :

` Crores

Particulars 2022-23 2021-22
Revenue from operations 6,711.46 5,568.79
Other income 33.38 34.93
Total income 6,744.84 5,603.72
Expenses 6,822.18 5,438.60
Profit/(Loss) before Exceptional items & tax (77.34) 165.12
Exceptional items (6.84) 8.99
Profit/(Loss) before tax (84.18) 174.11
Tax expenses (25.32) 40.86
Profit/(Loss) for the year (58.86) 133.25
Other Comprehensive Income/ (Loss) - net of tax (4.62) (3.58)
Surplus - opening balance 724.19 594.52
Surplus - closing balance 660.71 724.19

RESERVES

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

DIVIDEND

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

The Policy is uploaded on the Company's website at https:// www.prismjohnson.in/wp-content/uploads/2023/01/Dividend-Distribution-Policy.pdf

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

OPERATIONS

During the year, Company's standalone turnover grew 20.52% to _ 6,711.46 Crores led by growth across all Divisions. EBITDA declined by 31.49% to _ 394.43 Crores, mainly due to pressure on margins owing to a steep rise in input costs, especially power and fuel costs. The Company incurred a standalone loss before tax of _ 84.18 Crores and loss after tax of _ 58.86 Crores during the year ended March 31, 2023, as against profit before tax of _ 174.11 Crores and profit after tax of _ 133.25 Crores for the previous year ended March 31, 2022.

The Company's consolidated turnover grew 16.71% to _ 7,360.52 Crores during the year, while consolidated loss after tax for the year ended March 31, 2023 of the Company amounted to _ 157.73 Crores as against profit after tax of _ 43.95 Crores for the previous year ended March 31, 2022.

Prism Cement

Prism Cement's revenue grew by 25.9% during the year to _ 3,030 Crores, partly led by 13.5% growth in cement and clinker sales volume. EBITDA per ton declined from _ 709 in 2021-22 to _ 445, largely due to an increase in power and fuel costs.

The Company launched ‘Champion All Weather' brand in the premium cement category in December 2022. It helps stop water ingress and makes the construction moisture & dampness resistant. This will help the Company in increasing its share of premium cement in the future. The sale of premium cement ‘Champion Plus', ‘Duratech' and ‘Champion All Weather' constituted 31% of total cement sales volume during the year under review.

During the year, as part of its sustainability initiatives, the Company announced a plan to set up a captive wind power project aggregating to 24 MW for supply to the cement plant of the Company at Satna, Madhya Pradesh. The wind power is expected to be commissioned during first half of 2024-25 and will also help the Company to reduce its overall power cost.

H & R Johnson (India) [HRJ]

HRJ's revenue grew by 8% to _ 2,399 Crores, but EBITDA margin declined to 7.3% due to a steep rise in natural gas prices.

The Company set up a new manufacturing facility for Industrial Products & Natural Resources (‘IPNR') products at Dewas, Madhya Pradesh during the year under review. Some of the key IPNR products that are manufactured at Dewas are ceramic stains, ceramic filter disc, ceramic membrane, antimicrobial compounds, among others. In parallel, the Company scaled down its existing manufacturing capacity for IPNR products at Pen, Maharashtra.

Further, HRJ is in the process of increasing its tile manufacturing capacity at Panagarh, West Bengal, to cater to the potential medium-term market growth. This proposed expansion is expected to be completed in the first half of 2023-24. This will help HRJ in increasing its presence in the Eastern region.

Prism RMC

Prism RMC's revenue grew by 17% in 2022-23, mainly driven by 18.5% growth in ready-mixed concrete volumes. During the year, Prism RMC implemented several initiatives to optimise fleet and pump efficiency and reduce costs.

FIXED DEPOSITS

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

FINANCE

The Company has repaid/prepaid long term loans (excluding NCDs) of__ 121.69_Crores and tied-up fresh long term loans of_ _ 200.00 Crores during the year under review to finance, inter alia, its repayment of debts, ongoing long term working capital and ongoing capital expenditure._ The loans were used for the purpose they were sanctioned by the respective banks/financial institutions.

During the year under review, NCDs aggregating___115 Crores were redeemed in accordance with the terms of the issue.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of _ 0.21 Crore to the Investor Education and Protection Fund in compliance with provisions of the Act, which represents unclaimed fixed deposits and unclaimed interest on the fixed deposits.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has seven subsidiaries, nine joint ventures and two associate companies as on March 31, 2023. A statement providing details of performance and salient features of the financial statements of subsidiary/associate/joint venture companies, as per Section 129(3) of the Act, is provided in Form AOC-1 attached to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.

The highlights of performance of subsidiaries, associates and joint venture companies during the financial year is as under :

Raheja QBE General Insurance Company Limited (‘RQBE') : The share sale and purchase transaction between Paytm Insuretech Private Limited (erstwhile QORQL Private Limited) and the Promoters of the Company was not consummated within the time period envisaged hence the agreement was automatically terminated. During the year, the Company has acquired 3,82,92,135 equity shares of _ 10/- each aggregating _ 49.99 Crores by subscribing to right issues. The joint venture partner also subscribed to the rights issue and hence the shareholding percentage of the Company in RQBE remains unchanged.

Sanskar Ceramics Private Limited (‘Sanskar') : Sanskar, a joint venture of the Company engaged in manufacturing of ceramic wall and vitrified tiles, at Morbi, Gujarat, has installed a new kiln to improve the plant's fuel efficiency and expansion of tile production capacity by 1.2 MSM p.a.

During the year, the Company has invested in Sanskar by subscribing 50,00,000 Series III 0.02% Non-cumulative, Non-participating, Non-convertible Redeemable Preference Shares of _ 10/- each for an amount aggregating to _ 5 Crores.

Antique Marbonite Private Limited (‘Antique') : Antique, a joint venture of the Company, has installed 2.95 MW Solar & 2.10 MW Wind Power Plant at Amreli, Gujarat for captive consumption, which will help in overall reduction of power cost.

Small Johnson Floor Tiles Private Limited (‘Small') : Small, a joint venture of the Company, has closed its ceramic tiles manufacturing facility at Morbi, Gujarat having capacity of 3.9 mn m2 p.a. which had become economically unviable in the current scenario.

Renew Green (MPR Two) Private Limited (‘Renew Green') :

With an intent to reduce the cost of energy by using alternate source of energy, the Board had approved making investment for acquiring upto 45% in equity capital of Renew Green, a special purpose vehicle, for development of 24 MW captive wind power project for supply to the cement plant of the Company at Satna, Madhya Pradesh.

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

The Company has formulated a policy for determining material subsidiary, which is available on the website of the Company at https://www.prismjohnson.in/wp-content/uploads/2023/01/ Policy-on-Material-Subsidiaries.pdf. Raheja QBE General Insurance Company Limited is a material subsidiary of the Company as per SEBI LODR.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company, prepared in accordance with the Act and the applicable Indian Accounting Standards, along with all relevant documents and the Auditors' Report thereon form part of this Annual Report.

The separate audited financial statements in respect of each subsidiary company is also available on the website of the Company at https://www.prismjohnson.in/subsidiary-annual-accounts/.

SHARE CAPITAL

The paid-up equity share capital remains unchanged at _ 503.36 Crores as on March 31, 2023. During the year under review, the Company has not issued shares with differential voting rights neither granted any stock options nor sweat equity.

DIRECTORS

Mr. Atul Desai, Executive Director & CEO (RMC), demitted office as Director of the Company on the expiry of his term from the close of business hours on August 28, 2022. The Board places on record its sincere appreciation for the valuable contributions made by Mr. Desai during his tenure with the Company.

In accordance with the requirements of the Companies Act, 2013, the shareholders at the 30th Annual General Meeting held on June 29, 2022, had re-appointed Dr. Raveendra Chittoor (DIN : 02115056) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from July 3, 2022.

The Company has received declarations from Ms. Ameeta Parpia, Mr. Shobhan Thakore and Dr. Raveendra Chittoor, Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the SEBI LODR. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company https://www.prismjohnson.in/wp-content/ uploads/2023/01/Appointment-Letter-of-Independent-Director.pdf .

The details of familiarisation programme for Independent Directors have been disclosed in the Report on Corporate Governance and also placed on the website of the Company https://www.prismjohnson.in/wp-content/uploads/2023/04/ Details-of-Familiarisation-Programme-for-Independent-Directors-FY-2022-23.pdf.

Pursuant to Section 152 of the Act, Mr. Rajan Raheja and Mr. Vivek Agnihotri, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment.

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has recommended their re-appointment.

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

Meetings

The Board of Directors met four times during the year ended March 31, 2023. Additionally, several Committee Meetings were held including the Audit Committee, which met eight times during the year. Details of the meetings are included in the Report on Corporate Governance.

Evaluation

Pursuant to the provisions of the Act and the SEBI LODR, the Board has carried out an evaluation of its own performance, evaluation of its Committees performance and performance of individual directors including Independent Directors, during the year under review. Details of the same are given in the Report on Corporate Governance.

Remuneration Policy

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for Key Managerial Personnel, Senior Management and other employees forms part of the Report on Corporate Governance and is also available on the website of the Company at https:// www.prismjohnson.in/wp-content/uploads/2023/02/PJL-Remuneration-Policy-2023.pdf.

KEY MANAGERIAL PERSONNEL

The Board at its meeting held on August 3, 2022 appointed Mr. Anil Kulkarni as Chief Executive Officer (RMC) and Key Managerial Personnel of the Company effective from August 29, 2022.

Ms. Aneeta S. Kulkarni, Company Secretary & Compliance Officer and Key Managerial Personnel of the Company demitted the office as Company Secretary & Compliance Officer effective from close of business hours of March 31, 2023.

The Board at its meeting held on February 1, 2023 appointed Mr. Shailesh Dholakia, a qualified Company Secretary and a member of the Institute of Company Secretaries of India, as the Company Secretary & Compliance Officer and Key Managerial Personnel of the Company effective from April 1, 2023.

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee, details of the same are stated in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. The details of the Policy are explained in the Report on Corporate Governance and are also available on the website of the Company at https://www. prismjohnson.in/wp-content/uploads/2023/01/Whistle-Blower-Policy.pdf.

PREVENTION OF SEXUAL HARASSMENT

The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prohibition of Sexual Harassment of Women at workplace. The Company has constituted an Internal Committee to inquire into complaints of sexual harassment and recommend appropriate action as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder.

The Company has been conducting induction/refresher programmes in the organisation on a continuous basis to build awareness in this area.

During the year under review, no complaint was received with allegations of sexual harassment as per the provisions of the POSH Act. The pending complaint of financial year 2021-22 was investigated and resolved during the year under review.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee. The details of the Committee and 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 and Ready Mixed Concrete. Several of the product lines have their own unique business and operating models. These businesses operate in an evolving and challenging business environment.

The Risk Management Policy framed by the Company details the objectives and principles of risk management along with an overview of the risk management process, procedures and related roles and responsibilities. The risk management process includes identifying types of risks and its assessment, risk handling and monitoring, reporting and controlling/ mitigation.

The Committee, on timely basis, informed members of the Audit Committee and the Board of Directors about risk assessment and minimisation procedures and in their opinion, there was no risk that may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY _‘CSR'_

The Company has adopted a CSR Policy based on which all CSR activities are initiated and implemented. The Company Policy is focused on CSR activities in areas such as energy and water conservation, health and sanitation, pollution-free atmosphere, clean technologies and primary health care for the villagers in the vicinity of the plants. The Policy is available on the Company's website at https://www.prismjohnson.in/wp-content/uploads/2023/01/PJL-CSR-Policy_2021.pdf.

During the financial year 2022-23, the Company has spent _ 2.85 Crores towards CSR activities.

Requisite disclosure including composition of the CSR Committee has been given in Annexure ‘A' to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

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

LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 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 Board, wherever required, for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval is placed before the Audit Committee for its review on a quarterly basis. The statement is supported by a certificate from the Managing Director, Executive Director & CEOs and the Chief Financial Officer.

All transactions entered by the Company with related parties, as defined under the Act and the SEBI LODR, during the financial year were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Act.

There was no material related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationships or transactions vis-?-vis the Company.

Attention of the members is drawn to the disclosure of related party transactions set out in Note No. 4.09 of the Standalone Financial Statement forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is available on the website of the Company at https://www.prismjohnson. in/wp-content/uploads/2023/01/Policy-on-Related-Party-Transactions.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm that :

(a) In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departure from the same;

(b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual financial statements have been prepared on a going concern basis;

(e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

EMPLOYEE REMUNERATION

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 are forming part of this Report as Annexure ‘B'.

The information required under Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining a copy of the statement may send an email to investor@prismjohnson.in.

CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given in Annexure ‘C' forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE

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

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has established standards, processes and structure which enable it to implement adequate internal financial controls and ensure that the same are operating effectively. The internal financial control systems of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as capital expenditures. The Company uses an established ERP system to record day-to-day transactions for accounting and financial reporting.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory, Cost and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Company believes that the internal financial controls were adequate and effective during the financial year 2022-23.

AUDITORS

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, the second term of office of M/s. G. M. Kapadia

& Co., Chartered Accountants, Mumbai, (Firm Registration No. 104767W), Statutory Auditors of the Company, will expire at the conclusion of the forthcoming Annual General Meeting.

The Reports given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Reports. The Notes on financial statement referred to in the Auditors' Reports are self-explanatory and do not call for any further comments.

The Board has recommended the appointment of M/s. S R B C & Co. LLP, Chartered Accountants, (Firm Registration No. 324982E/E300003), as the Statutory Auditors of the Company, for a period of five years (first term) from the conclusion of the ensuing 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting of the Company to be held in the calendar year 2028.

As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received written consent and certificate from M/s S R B C & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be in conformity with the limits specified in the said section.

Pursuant to SEBI LODR, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Cost Auditors

Pursuant to Section 148 of the Act read with the Rules thereunder, as amended, the Company needs to maintain the cost records and such accounts and records are maintained for its businesses. The Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., Cost Accountants as the Cost Auditors of the Company for the year ending March 31, 2024 and has recommended their remuneration to the shareholders for their ratification.

Secretarial Auditor

The Company has appointed Ms. Savita Jyoti of M/s. Savita Jyoti Associates, Practising Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2022-23 pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There was no qualification, reservation or adverse remarks given by the Secretarial Auditor of the Company. The Report of the Secretarial Auditor in Form MR-3 is annexed herewith as Annexure ‘D'.

Secretarial Audit of Material Unlisted Subsidiaries

For the financial year 2022-23, Raheja QBE General Insurance Company Limited (‘RQBE') is the material unlisted subsidiary of the Company. In terms of Regulation 24A of SEBI LODR read with Section 204 of the Act, Secretarial Audit of RQBE has been conducted for the year 2022-23 by the Practising Company Secretary. The said Audit Report, which does not contain any qualification, reservation or adverse remark or disclaimer, has been annexed herewith as Annexure ‘E'.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 has been placed on the website of the Company and can be accessed at https://www.prismjohnson.in/form-mgt-7/.

GENERAL

1. No other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

2. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

3. No fraud has been reported to the Audit Committee or the Board during the audit conducted by the Statutory Auditors, Internal Auditors, Secretarial Auditor and Cost Auditors of the Company.

4. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. There has been no change in the nature of business of the Company.

7. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

8. There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

The Directors thank the shareholders, debenture holders, debenture trustee, various Central and State Government departments/agencies, banks and other business associates for their valuable services and continued support during the year under review. The Board also takes this opportunity to express its sincere appreciation of the contribution and dedicated work of all the employees of the Company.

For and on behalf of the Board

SHOBHAN M. THAKORE
Place : Mumbai

Chairman

Date : May 10, 2023 (DIN : 00031788)

ANNEXURE ‘B' TO THE BOARD'S REPORT

The details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

1. The ratio of the remuneration of each director to the median remuneration of the employees for the financial year 2022-23 :

Name Designation Ratio
Mr. Vijay Aggarwal Managing Director 183
Mr. Vivek K. Agnihotri Executive Director & CEO (Cement) 67
Mr. Sarat Chandak Executive Director & CEO (HRJ) 62
Mr. Shobhan M. Thakore Non-executive Independent Director 4
Ms. Ameeta A. Parpia Non-executive Independent Director 4
Dr. Raveendra Chittoor Non-executive Independent Director 3
Mr. Atul R. Desai* Executive Director & CEO (RMC) 25

* Retired on the expiry of his term effective from the close of business hours on August 28, 2022.

2. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2022-23 :

Name Designation % increase
Mr. Vijay Aggarwal Managing Director 12.16
Mr. Vivek K. Agnihotri Executive Director & CEO (Cement) 9.90
Mr. Sarat Chandak Executive Director & CEO (HRJ) (12.25)
Mr. Shobhan M. Thakore Non-executive Independent Director
Ms. Ameeta A. Parpia Non-executive Independent Director
Dr. Raveendra Chittoor Non-executive Independent Director
Mr. Anil Kulkarni# Chief Executive Officer (RMC)
Mr. Manish Bhatia Chief Financial Officer 16.63
Mr. Atul R. Desai* Executive Director & CEO (RMC) 3.84
Ms. Aneeta S. Kulkarni** Company Secretary 13.39

# Appointed as a Key Managerial Personnel w.e.f. August 29, 2022.

* Retired on the expiry of his term effective from the close of business hours on August 28, 2022.

** Demitted the office as Company Secretary & Compliance Officer effective from close of business hours on March 31, 2023. Note : Remuneration of Non-executive Independent Directors excludes sitting fees.

3. The percentage increase in the median remuneration of the employees in the financial year was around 5.09%.

4. The number of permanent employees on the rolls of the Company as on March 31, 2023 was 5,174.

5. A verage percentile increase already made in the salaries of employees other than the managerial personnel in the financial year was 0.07 whereas, the decrease in the managerial remuneration was (0.05). The increment is in line with industry practice and is within the normal range and is also based on the factors stated in the Remuneration Policy of the Company, details of which are mentioned in the Report on Corporate Governance.

6. It is hereby afirmed that the remuneration is as per the Remuneration Policy of the Company.

For and on behalf of the Board

SHOBHAN M. THAKORE
Place : Mumbai

Chairman

Date : May 10, 2023 (DIN : 00031788)

ANNEXURE ‘C' TO THE BOARD'S REPORT

CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy :

Prism Cement

Limestone crusher & mines l Installed additional transformers and converted diesel operated pumps to electrical operated to improve overall energy efficiency.

Improve power factor at Mines Power and Motor Control Centre (‘PMCC') for the reduction of specific power consumption.

Unit-II Crusher grinding path assembly replaced to optimise crusher output size.

Installation of Cross belt analyser to improve the raw mix recipe and improvise mine life.

Raw Mills

In Unit-II, Raw Mill-2, nozzle flow area has been reduced from 3.1 to 2.5 sqmm to increase nozzle velocity and reduce specific power consumption.

Modification in Unit-II, Raw Mill-1&2, of Water Spray nozzle system to improve mill throughput.

Kilns

Installation of High speed Programmable Logic Controller (‘PLC') module in Unit-I Cooler hydraulic to increase reliability.

Installation of reduced volume hurricane air blasters in Pre-heater circuit and clinker cooler inlet in Unit-I & II which reduces compressed air requirement for smooth operation with high sulphur pet coke & liquid Alternate Fuel and Raw Material (‘AFR').

Installation of Dip Tubes in preheater cyclonic Unit-I to optimise specific heat consumption.

Installation of Central tube at 5th & 6th Stage cyclones in Unit-I to reduce specific heat reduction.

Modification of Kiln Hood in Unit-I & Installation of Pre-Cast block at Kiln Outlet in Unit-I & II to reduce radiation loss.

Modification of Cooler hydraulic skid system in Unit-II by installing dedicated hydraulic for forward and backward movement along with mechanical flushing valve for smooth operation and better efficiency.

Waste Heat Recovery based Power Generation Plant

Variable Frequency Drive (‘VFD') installation in Cooling tower fan motor (22 kW) & Auxiliary Circulating Water Pump (‘ACWP').

Coal Mills

In Unit-II Coal Mill, fall height of separator reject cone discharge pipe has been increased by 40 mm to improve mill stability with different types of pet coke. l Upgradation in Unit-I of Siemens S5 PLC by Siemens S7 PLC & Supervisory Control and Data Acquisition (‘SCADA') from V7.9 to V8.4.

Cement mills & Packing plant

High efficiency heat exchangers installed to reduce the Slide shoe bearing temperature and improve the Mean Time Between Failures (‘MTBF').

Upgradation of Siemens S5 PLC in Unit-I by Siemens S7 PLC & SCADA from V7.9 to V8.4.

Installation of 2 screw compressors in Unit-II with dryer, receiver tank and pipe lines to maintain sufficient air pressure/volume required for faster bulker unloading.

Installation of low thickness classifying liners in Unit-I Cement Mill, which result in optimisation of specific power.

H & R Johnson (India)

Savings in Electrical Energy

Pen

Variable Frequency Drive is installed at Slip house stirrer, ball mill, Polishing heads and squaring unit heads savings of 500 units per day.

Combustion air fan of 18.5 Kw converted into VFD drive, savings of 250 units per day.

Modification in Capacitor by fixing Automatic Power Factor Control (‘APFC') at High Tension (‘HT') side to reduce the losses from 4.7% to less than 1%, savings of 8000 units per month.

Dewas

Installation of VFD at Spray Dryer and slip tanks, resulting in savings of 300 units per day.

• Replacement of old Kiln with latest Kiln to effect the savings in power and fuel consumption.

Karaikal

Replacement of Energy Efficient Motors in Glaze preparation resulting to savings of 70 units per day.

Energy Conservation in Glaze preparation by changing the Glaze agitator Motor connection from Delta to star, savings of 20 units per day.

Kunigal

Installation of new power and fuel efficient Kiln, elimination of vertical dryer and installation of horizontal dryer post installation of new Kiln. Savings in process power at Press and Dryer, Glaze Line and Kiln from 1.64 Kwh/M2 to 1.03 Kwh/M2.

Installation of new Elgi Screw Compressor for power savings of 481 Kwh/day.

Transformer 1500 KVA replaced by energy efficient L1 Transformer 1600 KVA. Savings of 87 units/day.

Timer is provided on dip waste tank stirrer and cyclic timer provided in dust collector for 10 minutes off in every 3 hours of interval for auto cleaning and vice-a-versa. Savings of 33 Kwh/day.

Savings in Thermal Energy

Pen

Kiln-1 vertical entry - Increase of 30% production capacity with the same gas consumption in stepping stone big sizes. l Reduction in Kiln Cycle time by an average of 3-4 minutes resulted into the increase in Kiln efficiency and savings in fuel consumption by 7%.

Kiln waste heat usage in Pre-Kiln drier.

Dewas

Replacement of old Kiln with latest Kiln, effecting the savings in fuel consumption from 1.45 SCM/M2 to 1.19 SCM/M2.

Kunigal

Installation of new power and fuel efficient Kiln, elimination of vertical dryer and installation of horizontal dryer post installation of new Kiln. Savings in Kiln fuel from 1.49 SCM/M2 to 1.12 SCM/M2. Savings in dryer fuel consumption from 0.40 SCM/M2 to 0.05 SCM/M2.

Karaikal l Reworked in hot air supply to horizontal dryer and reduced gas consumption.

Glost Kiln Combustion Air additional preheating from 1750 C to 2500 C, savings in fuel consumption of 0.20 SCM/M2.

(ii) The steps taken by the Company for utilising alternate sources of energy :

Prism Cement l 9.8% of total annual electricity consumption has been utilised from solar power.

1% of total annual electricity consumption for process sourced from non-solar green power resources (bio mass).

• 21.5% of total annual electricity consumption has been utilised from Waste Heat Recovery System (‘WHRS').

• Installation of 24 MW Wind power plant in process.

• Installation and commissioning of solid AFR feeding system with capacity of 600 Tonne Per Day (‘TPD') for achieving 20% Thermal Substitution Rate (‘TSR') in process.

H & R Johnson (India) l Usage of Bio Fuel like Cashew nut Husk and Wood waste in Chain stove instead of Coal at Kunigal, Pen and Vijayawada Plant.

Solar power plants aggregating to 4.5 MW installed at some of the tile manufacturing plants.

(iii) The capital investment on energy conservation equipment :

Investment on energy conservation equipment is

_ 22.51 Crores during the year ended March 31, 2023, which includes the investment of _ 8.4 Crores for Solid & Liquid AFR feeding arrangement, _ 4.0 Crores for PLC upgradation, _ 3.22 Crores for Dip Tube Installation.

(B) T echnology absorption

(i) The efforts made towards technology absorption :

Installation of low thickness classifying liners in Cement Mill of Unit-II.

Feasibility study is going on with IIT-BHU for the usage of Hydrogen as fuel in Pyro process.

Installation of Cross belt analyser to improve the raw mix recipe and improvised mines life.

Fully mechanised system for feeding Liquid AFR in calciner to improve TSR.

Upgradation of Siemens PLC from S5 to S7 and SCADA from V7.9 to V8.4.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution :

High MgO limestone usage in Portland Pozzolana Cement (‘PPC') which will enhance the mines life.

Savings on natural resources like limestone and fossil fuel. Around 82.8% of cement manufactured by the Company is blended cement produced by using Fly ash, which is waste material of other industries.

Reduction of utility demand side power consumption and improvement upon carbon footprint by generating approximately 32% energy from Solar and WHRS. By end of 2023-24, it will increase to 48% green power, after the installation of 24 MW Wind power.

We are in process of installation of additional 4 MW ground mounted solar and planning for 5 MW floating solar.

Strengthening of environment friendly measures.

Improvement in clinker utilisation factor.

Improvement in throughput and specific power consumption.

Installation & commissioning of diesel engine water pump for rain water harvesting.

Feasibility study is going on with IIT-BHU for the usage of hydrogen as fuel in Pyro process.

• Installation and commissioning of small wood chipper machine to use chipped wooden pieces as AFR in Kiln.

Feasibility study of Limestone Calcined Clay Cement (LC3) is under progress.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : Not Applicable (iv) The expenditure incurred on Research and Development : _ 4.97 Crores (Previous year : _ 5.28 Crores)

(C) Foreign Exchange Earnings and Outgo

` Crores

Particulars 2022-23 2021-22
Details of earnings in foreign currency 55.31 64.67
Details of outgo in foreign currency 276.59 235.82

For and on behalf of the Board

SHOBHAN M. THAKORE
Place : Mumbai

Chairman

Date : May 10, 2023 (DIN : 00031788)