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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Prism Johnson Ltd.

Mar 31, 2025

The Directors present the Thirty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2025.

FINANCIAL RESULTS (STANDALONE)

The Companyâs financial performance (standalone) for the year ended March 31, 2025 is summarised below :

'' Crores
Particulars	2024-25	2023-24
Revenue from operations	6,725.69	7,068.59
Other income	131.36	39.26
Total income	6,857.05	7,107.85
Expenses	6,960.29	7,154.93
Profit/(Loss) before Exceptional items & tax	(103.24)	(47.08)
Exceptional items	(145.86)	(242.55)
Profit/(Loss)before tax	42.62	195.47
Tax expenses	(59.57)	5.22
Profit/(Loss) for the year	102.19	190.25
Other Comprehensive Income/ (Loss) - net of tax	(1.94)	(4.65)
Surplus - opening balance	846.31	660.71
Surplus - closing balance	946.56	846.31

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 (âSEBI LODRâ), 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 Companyâs 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 Companyâs Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for the year under review.

OPERATIONS

During the year, Companyâs standalone revenue declined by 4.9% to '' 6,725.69 Crores led by revenue decline in Prism Cement and Prism RMC Divisions. EBITDA declined by 12.6% to '' 397.59 Crores, mainly due to decline in Prism Cementâs EBITDA per ton from '' 523 per tonne in 2023-24 to '' 351 per tonne in 2024-25. The Company registered a standalone profit before tax (after exceptional gain) of '' 42.62 Crores and profit after tax of '' 102.19 Crores during the year ended March 31, 2025, as against profit before tax of '' 195.47 Crores and profit after tax of '' 190.25 Crores for the previous year ended March 31, 2024.

The Companyâs consolidated turnover declined by 1.6% to '' 7,310.21 Crores during the year, while consolidated profit after tax for the year ended March 31, 2025 amounted to '' 45.11 Crores as against profit after tax of '' 161.93 Crores for the previous year ended March 31, 2024.

During the year under review, the Company received favourable orders from the Income Tax Appellate Tribunal (âITATâ) for assessment years 2006-2007 to 2010-2011, pertaining to additional grounds filed by the Company during assessment proceedings primarily relating to treatment of VAT/Sales tax subsidy and other matters. Consequently, the Company accounted for tax credit amounting to '' 70.89 Crores disclosed under âAdjustment of tax relating to earlier periodsâ and interest thereon of '' 82.33 Crores disclosed under âOther incomeâ in the financial results for the year ended March 31, 2025.

Prism Cement

Prism Cementâs revenue declined by 8.9% during the year to '' 3,022.28 Crores, mainly due to lower realisations. EBITDA per tonne declined from '' 523 in 2023-24 to '' 351 in 2024-25, largely due to lower realisations. Realisations per tonne declined by 9.5% from '' 5,045 in 2023-24 to '' 4,568 in 2024-25. Power and fuel cost per tonne declined by 14.8% to '' 1,286. The sale of premium cement âChampion Plusâ, âDuratechâ and âChampion All Weatherâ constituted ~42% of total cement sales volume during the year under review as against ~34% of total cement sales volume in 2023-24.

To further enhance its sustainability focus, in 2024-25, Prism Cement commissioned 8 MW of additional Solar Power, taking the total installed solar capacity to 30.5 MW.

H & R Johnson (India) [HRJ]

HRJâs consolidated revenue grew marginally by 0.3% to '' 2,392.55 Crores. EBITDA margin increased by 10 basis points from 5.7% to 5.8%.

During the year, HRJ completed modernisation of its tile manufacturing plant at Vijayawada, Andhra Pradesh, to focus on producing higher-value, premium products in line with evolving market demand. Further, HRJ strengthened its presence in the sanitaryware segment by making a strategic investment in Sunbath Sanitary Private Limited, a company engaged in manufacturing of sanitaryware at Morbi, Gujarat. The arrangement will help the Company with uninterrupted supply of sanitaryware in a continuous growing market at a competitive price. Since completion of this transaction, Sunbath Sanitary Private Limited has become a Joint Venture of the Company, wherein the Company holds 50% of equity share capital on a fully diluted basis.

In February 2025, the Company announced sale of a part of the Industrial Premises at Pen on an âas is where isâ basis for a consideration of '' 164.63 Crores, which resulted in a post-tax exceptional gain of '' 149.19 Crores.

Prism RMC

Prism RMCâs consolidated revenue declined by 3.8% to '' 1,414.91 Crores in 2024-25, mainly due to decline in ready-mixed concrete volumes. EBITDA margin increased by 310 basis points from 2.7% in 2023-24 to 5.8%.

Key operational focus areas for Prism RMC include increasing plant utilisation levels to enhance profitability, optimising fleet and pump efficiency to bring operational efficiencies, and enhancing the share of environment-friendly and value-added products.

PUBLIC DEPOSITS

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

FINANCE

The Company has repaid/prepaid long term loans (excluding NCDs) of '' 485.23 Crores and tied-up fresh long term loans of '' 283.38 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, the Company has raised '' 200 Crores by way of privately placed Unsecured Redeemable Non-convertible Debentures (âNCDsâ), for general corporate purpose.

The aforesaid NCDs are listed on BSE Limited. The proceeds of the NCDs have been fully utilised for the purpose for which they were raised. Please refer Note No. 2.14 of Standalone Financial Statement for further details of NCDs.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has not transferred any amount to the Investor Education and Protection Fund in compliance with provisions of the Act, which represents unclaimed dividend, fixed deposits and unclaimed interest on the fixed deposits.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

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

Raheja QBE General Insurance Company Limited (âRQBEâ) :

During the year, the Company has acquired 2,89,15,900 equity shares of '' 10/- each at a premium of '' 5 per equity share aggregating '' 28,91,59,000 offered by RQBE on a rights basis. There is no change in shareholding percentage of the Company in RQBE pursuant to such acquisition.

Raheja QBE General Insurance Company Limited is a material subsidiary of the Company as per SEBI LODR.

Sentini Cermica Private Limited (âSentiniâ) : During the Year, Sentini had increased its Authorised Share Capital from '' 6,00,00,000/- (Rupees Six Crores only) divided into 60,00,000 (Sixty Lakhs) equity shares of '' 10/- each to '' 20,00,00,000 (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) equity shares of '' 10/- each by creation of additional 14,00,00,000 (Fourteen Crores) equity shares of '' 10/- each.

Sentini issued 90,00,000 (Ninety Lakhs) equity shares having face value of '' 10/- each at par aggregating to '' 9,00,00,000/-(Rupees Nine Crores only) to existing shareholders on a rights basis in proportion of their existing shareholding in the paid up capital of Sentini.

Antique Granito Private Limited (''Antique'') (Formerly known as Antique Marbonite Private Limited) : During the year, Antique had changed its name from âAntique Marbonite Private Limitedâ to âAntique Granito Private Limitedâ. The proposed name change was solely intended to reflect business operation of the Company more comprehensively. The substitution of the word âMarboniteâ with âGranitoâ depicts manufacturing of various range of tiles, granites and related products.

Small Luxetile Private Limited (''Small Luxetile'') (Formerly known as Small Johnson Floor Tiles Private Limited) : During the year, Small Luxetile had changed its name from âSmall Johnson Floor Tiles Private Limitedâ to âSmall Luxetile Private Limitedâ. The proposed name change was solely intended to comprehensively reflects the Companyâs commitment of delivering high-quality, luxurious products.

Stellar Ceramics Private Limited (''Stellar Ceramics'') (Formerly known as Spectrum Johnson Tiles Private Limited) : During the year, Stellar Ceramics had changed its name from âSpectrum Johnson Tiles Private Limitedâ to âStellar Ceramics Private Limitedâ. The proposed name change was solely intended to reflect business operation of the Company more comprehensively.

Sunbath Sanitary Private Limited (âSunbathâ) : During the year, the Company entered into a joint venture arrangement with Sunbath and invested '' 18.72 Crores by subscribing 60,00,000 equity shares of '' 10 each at a price of '' 31.2 per equity share, constituting 50% of the total issued & paid up capital of Sunbath on a fully diluted basis. Sunbath operates a state-of-the-art sanitaryware manufacturing plant in Morbi, Gujarat with a production capacity of approx 11,000 tonnes per annum. This joint venture arrangement will help the Company with uninterrupted supply of sanitaryware in a continuous growing market at a competitive prices.

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

A statement providing details of performance and salient features of the financial statements of subsidiary/associate/ joint venture companies for the year ended March 31, 2025, 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.

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 Auditorsâ 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/.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Companyâs Board consist of eight Directorâs comprising of a Managing Director, two Executive Directors, two Non-executive Directors and three Non-executive Independent Directors including one Woman Independent Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. During the year, Mr. Shobhan M. Thakore (DIN : 00031788) and Ms. Ameeta A. Parpia (DIN : 02654277) ceased to be Directors of the Company upon completion of their second term as Independent Directors from the close of business hours on July 30, 2024. Consequent to cessation of directorship, Mr. Shobhan Thakore also ceased to be the Chairman of the Board. The Board has appointed Dr. Raveendra Chittoor, Nonexecutive Independent Director, as the Chairman of the Board. Mr. Joseph Conrad Agnelo D''Souza (DIN : 00010576) and Ms. Ravina Rajpal (DIN : 09380471) are appointed as Non-executive Independent Directors of the Company for a term of five consecutive years w.e.f. March 29, 2024 by the shareholders of the Company by passing special resolutions through postal ballot on May 23, 2024.

Mr. Vivek K. Agnihotri (DIN : 02986266), Executive Director & CEO (Cement) ceased to be Director of the Company pursuant to resignation on the expiry of his term effective from close of business hours on August 16, 2024. As a succession planning strategy, Mr. Raakesh Jain (DIN: 10711581), who was appointed as Chief Operating Officer (Cement) in October 2021, has been appointed as Whole-time Director designated as Executive Director & CEO (Cement) of the Company w.e.f. August 17, 2024 by the shareholders ofthe Companybypassing special resolution through postal ballot on September 29, 2024.

Mr. Anil Kulkarni (DIN : 10186252), Executive Director & CEO (RMC) ceased to be Director of the Company pursuant to resignation from the close of business hours on February 28, 2025. As a succession planning strategy, Mr. Sanjay Roy has been appointed as Chief Executive Officer (RMC) w.e.f. March 24, 2025.

The Board has placed on record their sincere appreciation for the valuable contributions and guidance provided by Mr. Shobhan M. Thakore, Ms. Ameeta A. Parpia, Mr. Vivek Agnihotri and Mr. Anil Kulkarni, during their association with the Company as Directors of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the shareholders of the Company have re-appointed Mr. Vijay Aggarwal (DIN : 00515412) as Managing Director and Mr. Sarat Kumar Chandak (DIN : 06406126) as Whole-time Director, designated as Executive Director & CEO (HRJ) of the Company for a term of three consecutive years w.e.f. March 3, 2025 by passing special resolutions through postal ballot on March 29, 2025.

Pursuant to Section 152 of the Act, Mr. Rajan Raheja and Mr. Akshay Raheja, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, have offered themselves for reappointment. 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 re-appointment are included in this Annual Report.

The Company has received declarations from Dr. Raveendra Chittoor, Mr. Joseph Conrad Agnelo DâSouza & Ms. Ravina Rajpal, the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Act and under the SEBI LODR. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute.

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/2025/04/ Details-of-Familiarisation-Programme-for-Independent-Directors.pdf.

Meetings

The Board of Directors met five times during the year ended March 31, 2025. Additionally, several Committee Meetings were held including the Audit Committee, which met nine 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 Directorâs 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/2025/02/ Remuneration-Policy_Updated.pdf.

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 for Directors and Employees to report genuine concerns about illegal or unethical practices, if any. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimisation of employees and Directors. 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 (âPOSH Actâ) 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, one complaint was received with allegations of sexual harassment as per the provisions of the POSH Act. The same was resolved through the conciliation route in accordance with the prescribed procedures as under the POSH Act.

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 Risk Management Committee, on timely basis, inform 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 (âCSRâ)

The Company is aware about its responsibility towards environment and sustainability and conducts its manufacturing operations in an efficient manner without compromising with the ecological sustenance. The Company has adopted a CSR Policy based on which all CSR activities are initiated and implemented. The CSR 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 economically disadvantaged and socially weaker section of the Society.

CSR is the continuing commitment of the Company to behave ethically and contribute to economic development while improving the quality of life of the local communities living around the plants and offices and the society at large.

The Policy is available on the Companyâs website at https:// www.prismjohnson.in/wp-content/uploads/2023/01/PJL-CSR-Policy_2021.pdf.

During the financial year 2024-25, the Company has voluntarily spent '' 1.16 Crores towards CSR activities.

Requisite disclosure including composition of the CSR Committee has been given in Annexure âAâ to this Report and also in the Report on Corporate Governance.

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 and specific 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 Directors & 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 armâs length basis.

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 visa-vis the Company.

Attention of the members is drawn to the disclosure of related party transactions set out in Note No. 4.10 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.

DIRECTORSâ 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) I n the preparation of the annual financial statements for the year ended March 31, 2025, 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, 2025 and of the profit 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; and

(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 âBâ.

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 âCâ 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 Companyâs 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 2024-25.

AUDITORS Statutory Auditors

M/s. S R B C & CO LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration No. 324982E/E300003) has been appointed as the Auditors of the Company for a term of 5 (five) consecutive years, at the 31^st Annual General Meeting held on August 3, 2023. The Auditors have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder. As required under the 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.

The Reports given by the 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 Auditors in their Reports. The Notes on financial statement referred to in the Auditorsâ Reports are selfexplanatory and do not call for any further comments.

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, re-appointed M/s. D. C. Dave & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26 and has recommended their remuneration to the shareholders for their ratification.

Secretarial Auditor

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 âDâ.

Pursuant to recent amendments in the SEBI LODR, the Board has appointed M/s. Savita Jyoti Associates, Practising Company Secretaries, Hyderabad as the Secretarial Auditor of the Company, for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30 and recommended to the shareholders for approval at the ensuing Annual General Meeting of the Company.

The Secretarial Auditor have also confirmed their eligibility and qualification required under the Act and SEBI LODR for their appointment as Secretarial Auditor and hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

Secretarial Audit of Material Unlisted Subsidiaries

For the financial year 2024-25, Raheja QBE General Insurance Company Limited (âRQBEâ) 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 2024-25 by the Practising Company Secretary. The Secretarial Audit Report of RQBE, which does not contain any qualification, reservation, adverse remark or disclaimer, has been annexed herewith as Annexure âEâ.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 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 Companyâs 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 is no change in the share capital of the Company during the year.

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

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

9. 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, regulatory authorities, stock exchanges, depositories, 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 valuable contribution and dedicated work of all the employees of the Company.

Mar 31, 2024

The Directors present the Thirty Second Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2024.

FINANCIAL RESULTS (STANDALONE)

The Companyâs financial performance (standalone) for the year ended March 31, 2024 is summarised below :

Rs. Crores
Particulars	2023-24	2022-23
Revenue from operations	7,068.59	6,711.46
Other income	39.26	33.38
Total income	7,107.85	6,744.84
Expenses	7,154.93	6,822.18
Profit/(Loss) before Exceptional items & tax	(47.08)	(77.34)
Exceptional items	242.55	(6.84)
Profit/(Loss)before tax	195.47	(84.18)
Tax expenses	5.22	(25.32)
Profit/(Loss) for the year	190.25	(58.86)
Other Comprehensive Income/(Loss) - net of tax	(4.65)	(4.62)
Surplus - opening balance	660.71	724.19
Surplus - closing balance	846.31	660.71

RESERVES

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

DIVIDEND

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

OPERATIONS

During the year, Companyâs standalone revenue grew by 5.3% to '' 7,068.59 Crores led by revenue growth in Prism Cement and Prism RMC Divisions. EBITDA grew by 15.3% to '' 454.98 Crores, mainly due to sharp recovery in Prism Cementâs EBITDA per ton from '' 445 per tonne in 2022-23 to '' 523 per tonne. During the year, the Company transferred the mining lease and sold certain freehold land parcels, etc. with regards to the Andhra Pradesh project to The Ramco Cements Limited for an overall consideration of '' 530 Crores, which resulted in a pre-tax gain of around '' 390 Crores. The Company incurred a standalone profit before tax (after exceptional gain) of '' 195.47 Crores and profit after tax of '' 190.25 Crores during the year ended March 31, 2024, as against loss before tax of '' 84.18 Crores and loss after tax of '' 58.86 Crores for the previous year ended March 31, 2023.

The Companyâs consolidated turnover grew 3.1% to '' 7,587.51 Crores during the year, while consolidated profit after tax for the year ended March 31, 2024 of the Company amounted to '' 161.93 Crores as against loss after tax of '' 157.73 Crores for the previous year ended March 31, 2023.

Prism Cement

Prism Cementâs revenue grew by 9.5% during the year to '' 3,318.20 Crores, mainly led by 11.0% growth in cement and clinker sales volume. EBITDA per ton grew from '' 445 in 2022-23 to '' 523, largely due to decline in power and fuel costs. The sale of premium cement âChampion Plusâ, âDuratechâ and âChampion All Weatherâ constituted 34% of total cement sales volume during the year under review.

During 2023-24, the Company installed an Alternate Fuel and Raw material (âAFRâ) facility with a processing capacity of 600 TPD, with a view to reduce its dependence on fossil fuels such as coal and pet-coke. Further, in order to increase its share of green and renewable power, Prism Cement plans to install additional solar power of 8MW by June 2024 and wind power of 24MW by March 2025.

H. & R. Johnson (India) [HRJ]

HRJâs consolidated revenue declined marginally by 0.5% to '' 2,385.99 Crores. EBITDA margin declined from 7.3% to 5.7% due to decline in realisations and increase in fixed cost.

In October 2023, HRJ commenced commercial production at a greenfield tile capacity expansion of 6.3 mn m² at Panagarh, West Bengal, itâs first tile manufacturing facility in eastern India. Tiles manufactured at the Panagarh plant will primarily be supplied to the eastern India markets, namely West Bengal, Bihar, Jharkhand, Odisha and north-eastern India. The proximity of this plant to these markets will provide HRJ a competitive advantage in terms of time to market, product assortment and freight cost.

Prism RMC

Prism RMCâs revenue grew by 5.0% to '' 1,471.49 Crores in 2023-24, mainly driven by 7.4% growth in ready-mixed concrete volumes. Key operational focus areas for Prism RMC include increasing plant utilisation levels to enhance profitability, optimising fleet and pump efficiency to bring operational efficiencies, and enhancing the share of environment-friendly and value-added products.

FIXED DEPOSITS

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

FINANCE

The Company has repaid/prepaid long term loans (excluding NCDs) of '' 779.16 Crores and tied-up fresh long term loans of '' 596.70 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 '' 75 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 '' 2.91 Lakhs 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

A statement providing details of performance and salient features of the financial statements of subsidiary/associate/ joint venture companies for the year ended March 31, 2024, 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 (âRQBEâ) :

During the year, the Company has acquired 1,38,86,515 equity shares of '' 10/- each at a premium of '' 4.70 per equity share aggregating '' 20.41 Crores offered by RQBE on a rights basis. There is no change in shareholding percentage of the Company in RQBE pursuant to such acquisition.

Raheja QBE General Insurance Company Limited is a material subsidiary of the Company as per SEBI LODR.

Prism Johnson Building Solutions Limited (âPJBSLâ) : During the year, the Company has incorporated a wholly owned subsidiary in the name of Prism Johnson Building Solutions Limited on October 19, 2023 to undertake the business of manufacturing and dealing in cement and clinker, tiles, ready-mixed concrete and allied and by-products.

Prism Concrete Solutions Limited (âPCSLâ) : During the year, the Company has incorporated a wholly owned subsidiary in the name of Prism Concrete Solutions Limited on October 26, 2023 to undertake the business of manufacturing and dealing in all kinds of cements, cement products of every description, ready mixed concrete of all kinds, tiles, sanitaryware and bath fittings, other building material and allied products.

PJL Cement Limited (âPJLCLâ) : During the year, the Company has incorporated a wholly owned subsidiary in the name of PJL Cement Limited on November 7, 2023 to undertake the business of manufacturing and dealing in all kinds of cements, cement products of every description, ready mixed concrete of all kinds, tiles of all kinds, sanitary ware and bath fittings, other building materials and allied products.

Antique Marbonite Private Limited (âAntiqueâ) : During the year, Antique has bought back 3,20,000 equity shares at a price of '' 313 per equity share aggregating to '' 10.02 Crores. The Company and Promoters of Antique have tendered equal number of equity shares in the buyback offer. Post buyback, the shareholding pattern of Antique has not altered. The buyback program of Antique has resulted in reduction in

the number of equity shares outstanding, which has further lead to improvement in earnings per share and an overall enhancement of value for shareholders of Antique.

Small Johnson Floor Tiles Private Limited (âSmall Johnsonâ) : During the year, Small Johnson has bought back 7,00,000 equity shares at a price of '' 72 per equity share, aggregating to '' 5.04 Crores. The Company and Promoters of Small Johnson have tendered equal number of equity shares in the buyback offer. Post buyback, the shareholding pattern of Small Johnson has not altered. The buyback program of Small Johnson has resulted in reduction in the number of equity shares outstanding by returning surplus cash to the shareholders of Small Johnson.

ReNew Green (MPR Two) Private Limited : During the year, the Company has acquired 72,76,500 equity shares of '' 10/-each for cash at par aggregating to '' 7.28 Crores constituting 45% equity shareholding of ReNew Green (MPR Two) Private Limited.

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/2023/11/ Policy-for-determining-of-Materiality-of-Disclosures.pdf.

CONSOLIDATED FINANCIAL STATEMENT

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/.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013, the shareholders at the 31^st Annual General Meeting held on August 3, 2023, had appointed Mr. Anil Kulkarni (DIN: 10186252) as an Executive Director & CEO (RMC) of the Company for a period of three years with effect from July 1, 2023.

The Board of Directors has, at its meeting held on March 29, 2024, subject to requisite approvals and based on the recommendation of Nomination & Remuneration Committee, appointed Mr. Joseph Conrad Agnelo DâSouza (DIN: 00010576) and Ms. Ravina Rajpal (DIN: 09380471) as the Additional

Non-executive Independent Directors on the Board of the Company for a term of five consecutive years w.e.f. March 29, 2024. The said appointments are proposed for approval of the shareholders by postal ballot through remote e-voting to be concluded on May 23, 2024. The results of postal ballot through remote e-voting will be declared within two working days from the conclusion of the remote e-voting.

The Company has received declarations from Ms. Ameeta Parpia, Mr. Shobhan Thakore, Dr. Raveendra Chittoor, Mr. Joseph Conrad Agnelo DâSouza & Ms. Ravina Rajpal, the 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/2024/04/ Details-of-Familiarisation-Programme-for-Independent-Directors-2023-24.pdf.

Pursuant to Section 152 of the Act, Mr. Akshay Raheja and Mr. Vijay Aggarwal, 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 re-appointment are included in this Annual Report.

Meetings

The Board of Directors met eight times during the year ended March 31, 2024. Additionally, several Committee Meetings were held including the Audit Committee, which met nine times during the year. Details of the meetings are included in the Report on Corporate Governance.

Evaluation

Remuneration Policy

The policy on Directorâs 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

During the year, Mr. Manish Bhatia, Chief Financial Offer & Key Managerial Personnel of the Company resigned from the services of the Company from the close of business hours on November 25, 2023.

Consequent to Mr. Bhatiaâs resignation, the Board had, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Arun Kumar Agarwal as the Chief Financial Officer and Key Managerial Personnel of the Company effective November 26, 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 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.

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 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 (âCSRâ)

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 Companyâs website at https://www.prismjohnson.in/wp-content/uploads/2023/01/PJL-CSR-Policy_2021.pdf.

During the financial year 2023-24, the Company has spent '' 1.89 Crores ( 2.30% of Net profit as per Section 198 of the Act) towards CSR activities.

Requisite disclosure including composition of the CSR Committee has been given in Annexure âAâ to this Report and also in the Report on Corporate Governance.

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.

Attention of the members is drawn to the disclosure of related party transactions set out in Note No. 4.10 of the Standalone Financial Statement forming part of this Annual Report.

DIRECTORSâ 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) I n the preparation of the annual financial statements for the year ended March 31, 2024, 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, 2024 and of the profit of the Company for the year ended on that date;

(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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 Companyâs Auditors confirming compliance forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS

AUDITORS Statutory Auditors

The shareholders had, at the 31^st Annual General Meeting, held on August 3, 2023 appointed M/s. S R B C & CO LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration No. 324982E/E300003), as the Auditors of the Company to hold the office for a term of 5 (five) consecutive years from the conclusion of 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company. The Auditors have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder. As required under the 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.

The Notes on financial statement referred to in the Auditorsâ Reports are self-explanatory and do not call for any further comments.

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, 2025 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 2023-24 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 âDâ.

Secretarial Audit of Material Unlisted Subsidiaries

For the financial year 2023-24, Raheja QBE General Insurance Company Limited (âRQBEâ) 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 2023-24 by the Practising Company Secretary. The Secretarial Audit Report, which does not contain any qualification, reservation, adverse remark or disclaimer, has been annexed herewith as Annexure âEâ.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 has been placed on the website of the Company and can be accessed at /https://www.prismjohnson.in/form-mgt-7/.

GENERAL

2. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companyâs 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.

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 is no change in the share capital of the Company during the year.

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

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

9. 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, regulatory authorities, stock exchanges, depositories, 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.

Mar 31, 2023

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 Companyâs financial performance (standalone) for the year ended March 31, 2023 is summarised below :

Rs. 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
Prolil/(Loss) before lax	(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 (âSEBI LODRâ), the Board of Directors of th e 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 Companyâs website at https:// www.prismjohnson.in/wp-content/uploads/2023/01/Dividend-Distribution-Policy.pdf

OPERATIONS

During the year, Companyâs standalone turnover grew 20.52% to R 6,711.46 Crores led by growth across all Divisions. EBITDA declined by 31.49% to R 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 R 84.18 Crores and loss after tax of R 58.86 Crores during the year ended March 31, 2023, as against profit before tax of R 174.11 Crores and profit after tax of R 133.25 Crores for the previous year ended March 31, 2022.

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

Prism Cement

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

The Company launched âChampion All Weatherâ 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 âChampion Plusâ, âDuratechâ and âChampion All Weatherâ 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]

HRJâs revenue grew by 8% to R 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 (âIPNRâ) 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 RMCâs 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 (âthe Actâ).

FINANCE

The Company has repaid/prepaid long term loans (excluding NCDs) of P 121.69 Crores and tied-up fresh long term loans of P 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 P 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 P 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 (âRQBEâ) : 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 P 10/- each aggregating P 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 (âSanskarâ) : 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 plantâs 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 P 10/- each for an amount aggregating to P 5 Crores.

Antique Marbonite Private Limited (âAntiqueâ) : 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 (âSmallâ) : 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 (âRenew Greenâ) :

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 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 T 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 30^th 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

Remuneration Policy

The policy on Directorâs 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

PREVENTION OF SEXUAL HARASSMENT

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.

CORPORATE SOCIAL RESPONSIBILITY (âCSRâ)

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 technolog ies and primary health care for the villagers in the vicinity of the plants. The Policy is available on the Companyâs 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 âAâ 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.

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.

DIRECTORSâ 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;

(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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 Companyâs Auditors confirming compliance forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS

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 Auditorsâ 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 31^st Annual General Meeting till the conclusion of the 36^th 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 âDâ.

Secretarial Audit of Material Unlisted Subsidiaries

For the financial year 2022-23, Raheja QBE General Insurance Company Limited (âRQBEâ) 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 âEâ.

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

2. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companyâs 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.

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)

Mar 31, 2022

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

financial results (standalone)

'' Crores
Particulars	2021-22	2020-21
Revenue from operations	5,568.79	5,035.18
Other income	34.93	36.20
Total income	5,603.72	5,071.38
Expenses	5,438.60	4,862.82
Profit before Exceptional items & tax	165.12	208.56
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/ (Loss) - net of tax	(3.58)	(2.56)
Surplus - opening balance	594.52	397,13
Surplus - closing balance	724.19	594.52

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 (âSEBI LODRâ), the Board of Directors of the Company has approved a Divid end Distribu tion Policy. The objective of the policy is to lay down the criteria to be considered by the Board 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 Companyâs website at www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.

operations

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 rate, the impact on Companyâs operations and financial performance was less severe as compared to the first wave. Further, during the second half of 2021-22, the Company witnessed moderation in demand coupled with rising power and fuel costs that impacted the overall profitability.

Despite the challenges, the Company ensured continuous supply of products in the markets with utmost focus on safety while adhering to all Covid - 19 protocols. With the uptick in the economy and the resumption of the plants and offices of the Company, business activities have more or less regained normalcy.

The Company generated turnover of '' 5,568.79 Crores, profit before tax of '' 174.11 Crores and profit after tax of '' 133.25 Crores during the year ended March 31, 2022 as against turnover of '' 5,035.18 Crores, profit before tax of '' 203.78 Crores and profit after tax of '' 199.95 Crores during the year ended March 31, 2021.

The consolidated profit after tax for the year ended March 31, 2022 of the Company amounted to '' 43.95 Crores as against profit after tax of '' 140.34 Crores for the previous year ended March 31, 2021.

fixed deposits

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

finance

The Company has repaid/prepaid loans of '' 553.20 Crores and tied-up fresh loans of '' 456.69 Crores during the year under review to finance, inter alia, its repayment of debts, ongoing long term working capital and capital expenditure. The loans were used for the purpose they were sanctioned by the respective banks/financial institutions.

During the year ended March 31, 2022, the Company raised '' 95 Crores by way of privately placed Unsecured Redeemable Non-convertible Debentures (âNCDsâ), for general corporate purpose, detailed as under :

Coupon

Rate

Date of Allotment

Series

No. of NCDs

Total Amount '' Crores

Tenor

Maturity

Date

8.20%

August 26, 2021

Tranche - XVIII

950

3 years

August

26,

2024

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

During the year under review, NCDs aggregating '' 184 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 '' 0.13 Crores 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, 2022. 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 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 (âRQBEâ) : The Company has approved the divestment of its entire holding of 51% of the paid-up equity share capital in RQBE, a material subsidiary, to Paytm Insuretech Private Limited (erstwhile QORQL Private Limited) subject to receipt of requisite approvals.

Pending the requisite approvals and to support the expansion plans of RQBE, the Company has acquired 1,59,69,363 equity shares of '' 10/- each aggregating '' 43.37 Crores by subscribing to right issues during the year under review. The joint venture partner also subscribed to the rights issue and hence the shareholding percentage of the Company in RQBE remains unchanged.

TBK Rangoli Tile Bath Kitchen Private Limited, TBK Samiyaz Tile Bath Kitchen Private Limited and TBK Venkataramiah Tile Bath Kitchen Private Limited : During the year under review, the Company subscribed to 1,00,000 Equity Shares of '' 10/- each at par amounting to '' 10 Lakhs in each of the wholly owned subsidiaries of the Company - TBK Rangoli Tile

Bath Kitchen Private Limited, TBK Samiyaz Tile Bath Kitchen Private Limited and TBK Venkataramiah Tile Bath Kitchen Private Limited.

During the year under review, expansion of tile manufacturing capacity aggregating to 4 mn m² was undertaken at some joint ventures of the Company at Morbi, Gujarat.

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

consolidated financial statements

The audited consolidated financial statements of the Company, prepared in accordance with the Act and the applicable Indian Accounting Standards, along with all relevant documents and the Auditorsâ Report 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/investors/subsidiary-annual-accounts.

share capital

The paid-up equity share capital remains unchanged at '' 503.36 Crores as on March 31, 2022. During the year under review, the Company has not issued shares with differential voting rights neither granted any stock options nor sweat equity.

directors

The Board, at its meeting held on February 1, 2022, based on the performance evaluation and recommendations of the Nomination & Remuneration Committee and subject to the requisite approvals, re-appointed Mr. Vijay Aggarwal as Managing Director and Mr. Sarat Chandak as Executive Director & CEO (HRJ) of the Company for a period of three years with effect from March 3, 2022. The shareholders approved the said re-appointments and key terms of the agreement vide postal ballot through remote e-voting concluded on March 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 Rajan Raheja as Additional Director of the Company in the category of Non-executive Non-independent, liable to retire by rotation, with effect from March 5, 2022. The shareholders approved the appointment of Mr. Akshay Rajan Raheja as Non-executive Director liable to retire by rotation, vide postal ballot through remote e-voting concluded on April 8, 2022.

The term of office of Dr. Raveendra Chittoor, as Independent Director, will expire on July 2, 2022. The Board, at its meeting

held on May 11, 2022, on recommendation of the Nomination & Remuneration Committee, has recommended the re-appointment of Dr. Chittoor, as Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office. The Board recommends the said appointment.

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/investors/disclosures-under-SEBI-LODR-regulations/policies.

The details of familiarisation programme for Independent Directors have been disclosed in th e Report on Corporate Governance and on the website of the Company https://www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.

Pursuant to Section 152 of the Act, Mr. Vijay Aggarwal and Mr. Sarat Chandak retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, have offered themselves for 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 six times during the year ended March 31, 2022. 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 annual performance evaluation during the year under review. Details of the same are given in the Report on Corporate Governance.

Remuneration Policy

The policy on Directorâs 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/investors/disclosures-under-SEBI-LODR-regulations/policies.

key managerial personnel

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

composition of audit committee

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

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/investors/disclosures-under-SEBI-LODR-regulations/policies.

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 Prevention 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 (âPOSH Actâ) 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 financial year 2021-22, one complaint was received with allegations of sexual harassment as per the provisions of the POSH Act, which is under investigation. The pending complaint of financial year 2020-21 was investigated and resolved.

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 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.

corporate social responsibility (âcsrâ)

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 Companyâs website at https://www.prismjohnson.in/ investors/disclosures-under-SEBI-LODR-regulations/policies.

During the financial year 2021-22, the Company has spent '' 3.94 Crores towards CSR activities.

Requisite disclosure including composition of the CSR Committee has been made in Annexure âAâ to this Report.

business responsibility reporting

A separate section on Business Responsibility 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.

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/ investors/disclosures-under-SEBI-LODR-regulations/policies.

Details of the transactions entered during the year ended March 31, 2022, pursuant to sub-section (1) of Section 188

of the Act are given in the prescribed Form AOC-2 annexed herewith as Annexure âBâ.

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

directorsâ 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 :

a. That in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That 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, 2022 and of the profit of the Company for the year ended on that date;

c. That 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. 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 financial controls were adequate and were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

employee remuneration

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 shareholder interested in obtaining a copy of the statement may send an email to investor@prismjohnson.in.

conservation of energy, technology absorption and foreign exchange earnings and outgo

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 Companyâs Auditors confirming compliance forms part of this Annual Report.

internal financial control systems

auditors Statutory Auditor

The shareholders had, at the 26^th Annual General Meeting, appointed M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai as the Companyâs Auditors up to conclusion of the 31^st Annual General Meeting of the Company. The Auditor has confirmed their eligibility under Section 141 of the Act and the

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

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

Cost Auditor

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, 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 has recommended their remuneration to the shareholders for their ratification.

Secretarial Auditor

The Company has appointed Ms. Savita Jyoti, M/s. Savita Jyoti Associates, Practising Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company 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 âEâ.

Secretarial AuDIT oF Material UnIIsTeD Subsidiaries

For the financial year 2021-22, Raheja QBE General Insurance Company Limited (âRQBEâ) 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 2021-22 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 âFâ.

annual return

The Annual Return of the Company has been placed on the website of the Company and can be accessed at https://www.prismjohnson.in/investors/annual-return.

general

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

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

5. For the financial year ended on March 31, 2022, the Company has complied with provisions relating to the constitution of Internal Committee under the POSH Act.

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

7. There was no instance of one-time settlement with any

Bank or Financial Institution.

acknowledgements

The Directors thank the shareholders, 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 11, 2022 (DIN : 00031788)

Mar 31, 2018

DIRECTORS'' REPORT

To the Shareholders,

The Directors present the Twenty-sixth Annual Report together with the audited Statement of Accounts of the Company for the year ended March 31, 2018.

FINANCIAL RESULTS (Standalone)

Rs, Crores

Particulars	2017-18	2016-17
Revenue from operations	5,520.00	5,465.71
Other income	66.16	89.53
Total income	5,586.16	5,555.24
Expenses	5,481.10	5,527.11
Profit/(Loss) before tax	105.06	28.13
Taxexpenses	34.65	10.62
Profit for the year	70.41	17.51
Surplus - opening balance	164.44	185.62
Amount available for appropriation	234.85	203.13
Transfer from/to Debenture Redemption Reserve	12.20	(36.34)
Other Comprehensive Income (net of tax)	(0.23)	(2.35)
Surplus - closing balance	246.82	164.44

RESERVES

The Company has transferred an amount of Rs, 12.20 Crores from the Debenture Redemption Reserve to the Retained Earnings pursuant to the redemption of some of the debentures, during the year under review. An amount of Rs, 246.82 Crores is retained in the Statement of Profit and Loss.

DIVIDEND

Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have approved a Dividend Distribution Policy. The objective of the policy is to lay down the criteria to be considered by the Board 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 http://www.prismjohnson.in/investors/disclosures-under-

SEBI-LODR-regulations/policies.

The Directors have not recommended any dividend for the financial year ended March 31, 2018 due to conservation of profits.

OPERATIONS

During the year ended March 31, 2018, revenue from operations increased to Rs, 5,520 Crores from Rs, 5,465.71 Crores in the previous year. With improved operational performance, increased volumes and realizations, despite various challenges, the Company earned a profit before tax of Rs, 105.06 Crores and profit after tax of Rs, 70.41 Crores during the year ended March 31, 2018 as against profit before tax of Rs, 28.13 Crores and profit after tax of Rs, 17.51 Crores during the year ended March 31, 2017.

For the year ended March 31, 2018, the consolidated profit after tax for the year of the Company and its subsidiary/ joint venture companies amounted to Rs, 55 Crores as against Rs, 14.25 Crores for the previous year ended March 31, 2017.

CHANGE IN NAME OF COMPANY

The name of the Company stands changed from ''Prism Cement Limited'' to ''Prism Johnson Limited'' pursuant to fresh Certificate of Incorporation issued by the Registrar of Companies, Hyderabad effective April 18, 2018.

The approval of the shareholders was obtained through Postal Ballot for the above change.

SHARE CAPITAL

The paid-up equity share capital was Rs, 503.36 Crores as on March 31, 2018. During the year under review, the Company has not issued shares with differential voting rights neither granted any stock options nor sweat equity.

FINANCE

The Company has repaid/prepaid loans of Rs, 443.15 Crores and tied-up fresh loans of Rs, 510.67 Crores during the year under review to finance, inter alia, its repayment of debts, ongoing long term working capital and capital expenditure. The loans were used for the purpose they were sanctioned by the respective banks/financial institutions.

Pursuant to the approval granted by the shareholders, the Company raised Rs, 100 Crores in FY 2017-18 and Rs, 75 Crores in April 2018 by way of privately placed Secured/Unsecured Redeemable Non-convertible Debentures (Rs,NCDs''), to finance, inter alia, its refinancing of debt, long term working capital and general corporate purpose. The proceeds of the NCDs issue have been fully utilised for the purposes of the issue. During the year under review, NCDs aggregating Rs, 260 Crores were redeemed in accordance with the terms of the issue. NCDs aggregating Rs, 100 Crores have been further redeemed in April 2018.

FIXED DEPOSITS

The Company accepted fixed deposits aggregating to Rs, 5.50 Crores during the year ended March 31, 2018. Out of the total 2,329 deposits of Rs, 12.84 Crores from the public and the shareholders as at March 31, 2018, 456 deposits amounting to Rs, 1.50 Crores had matured and had not been claimed as on that date. Since then, 53 of these deposits aggregating Rs, 0.18 Crores have been claimed.

There has been no default in the repayment of the deposits or payment of interest thereon during the year under review. All deposits accepted by the Company are in compliance with the requirement of the Companies Act, 2013 and the Rules there under.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of Rs, 1.31 Crores to the Investor Education and Protection Fund (''IEPF'') in compliance with provisions of the Companies Act, 2013 which represents unclaimed/unpaid dividend, unclaimed fixed deposits and unclaimed interest on the fixed deposits.

Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules,

2016, the Company has transferred 24,71,599 equity shares on which dividend has been unpaid or unclaimed for seven consecutive years to the demat account of IEPF Authority.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary, joint venture and associate companies in Form AOC-1 is attached to the Accounts.

The summary of the performance of the Company''s subsidiary, associate and joint venture companies included in the consolidated financial statements is presented below :

Subsidiaries

- Raheja QBE General Insurance Company Limited

(''RQBE''), the general insurance subsidiary witnessed higher growth in its motor portfolio during the year under review. RQBE is in the process of launching new liability products to cater to the growing needs of the consumers.

- Silica Ceramica Private Limited has been able to reduce the process losses significantly with continuous efforts during the year 2017-18, which has resulted in reduction of variable cost. Availability of natural gas, installation of new power generator, change in body composition of the product, introduction of innovative designs, quality assurance, dynamic plant leadership are some of the factors contributing to plant productivity and quality, growth of business and performance of the Company.

- H. & R. Johnson (India) TBK Limited (''HRJTBK''), the wholly-owned subsidiary of the Company is in the field of Tile and Bath retail business, having pan India presence. HRJTBK with its subsidiaries &joint ventures has number of showrooms in the style of ''House of Johnson'' and ''Johnson Corners'' for retail business.

- Milano Bathroom Fittings Private Limited, the

wholly-owned subsidiary of the Company manufacturing bathroom fittings and accessories, has performed well during the year. Improved capacity utilization at the Samba Unit, introduction of new product range and cost efficient manufacturing has contributed to the growth of the business.

- TBK Venkataramiah Tile Bath Kitchen Private Limited, TBK Rangoli Tile Bath Kitchen Private Limited, wholly-owned subsidiaries of HRJTBK and TBK Samiyaz Tile Bath Kitchen Private Limited, which became a subsidiary of HRJTBK during the year, are in the field of tile and bath retailing.

- RMC Readymix Porselano (India) Limited, a wholly-owned subsidiary is yet to commence operations.

Joint Ventures (JV)

- Ardex Endura (India) Private Limited, JV with the Ardex Group, Germany, which manufactures and markets tile adhesives, grouts, flooring, waterproofing and allied products, has performed satisfactorily during the year.

- Sentini Cermica Private Limited, the mid-segment glazed floor tile JV company in Telangana, has performed well during the year. The profitability for the company has increased despite of lower capacity utilization.

In addition, Antique Marbonite Private Limited, Spectrum Johnson Tiles Private Limited, Small Johnson Floor Tiles Private Limited and Coral Gold Tiles Private Limited, the tile JV companies in Gujarat, performed satisfactorily during the year.

Associate

Prism Power and Infrastructure Private Limited, an associate of the Company is yet to commence operations.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company prepared in accordance with the Companies

Act, 2013 and the applicable Indian Accounting Standards, alongwith all relevant documents and the Auditors Report form part of this Annual Report.

The financial statements of the subsidiary companies are not attached alongwith the financial statements of the Company. Separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. The Company shall also provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 136 of the Companies Act, 2013 to the shareholders of the Company and the subsidiaries upon their written request. The separate audited financial statements in respect of each subsidiary company is also available on the website of the Company at www.prismjohnson.in/investors/disclosures under SEBI LODR regulations//financials.

DIRECTORS

Mr. J. A. Brooks, Non-executive Independent Director resigned from the Board of the Company on November 7,

2017. The Board wishes to place on record its deep sense of appreciation for the valuable guidance, contribution and support received from Mr. Brooks during his tenure with the Company.

The Board of Directors has, at its Meeting held on May 29, 2018, subject to requisite approvals, re-appointed Mr. Vivek K. Agnihotri as Executive Director & CEO (Cement) for a period of three years with effect from August 17, 2018, upon terms and conditions mentioned in the Notice of the ensuing Annual General Meeting read with the Explanatory Statement thereto. The Board recommends passing of the special resolution at Item No. 5 of the Notice.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Vijay Aggarwal and Mr. Vivek K. Agnihotri retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

In accordance with the requirements of the Companies Act,

2013, the shareholders, at the Annual General Meetings of the Company held on July 31, 2014 and August 9, 2017, have appointed the Independent Directors - Ms. Ameeta A. Parpia, Mr. Shobhan M. Thakore and Dr. Raveendra Chittoor for a term of five consecutive years from their respective dates of appointment.

The Company has received declarations from Ms. Parpia, Mr. Thakore and Dr. Chittoor, Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company http://www.prismjohnson.in/investors/ disclosures-under-SEBI-LODR-regulations/policies.

The details of familiarization programme for Independent Directors have been disclosed in the Report on Corporate Governance and on the website of the Company http://www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.

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

Meetings

The Board of Directors met six times during the year ended March 31, 2018. Additionally, several Committee Meetings were held including the Audit Committee, which met nine times during the year. Details of the meetings are included in the Report on Corporate Governance.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation during the year under review. Details of the same is 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 and other employees forms part of the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the year, Mr. Pramod K. Akhramka, Chief Financial Officer and KMP of the Company resigned from the services of the Company. The resignation was effective August 22, 2017.

Consequent to Mr. Akhramka''s resignation, the Board appointed Mr. Manish Bhatia as the Chief Financial Officer and KMP of the Company effective August 22, 2017.

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee, details of the same is stated in the Report on Corporate Governance.

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 is explained in the Report on Corporate Governance and is also available on the website of the Company at http://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 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 Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted an Internal Complaints Committee (ICC) to inquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2017-18, the ICC received one complaint on sexual harassment and appropriate actions are being taken.

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 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 Committee on timely basis informed members of the Audit Committee and the Board of Directors about risk assessment and minimization 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 its future CSR initiatives shall be developed and implemented. The Company policy is focussed on CSR initiatives in areas such as water, health and sanitation, energy conservation, 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 http://www. prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.

In view of the average net profits of the three immediately preceding financial years being in the negative, the Company was not required to spend on CSR activities for the

FY 2017-18. Requisite disclosure including composition of the CSR Committee has been made in the prescribed form annexed herewith as Annexure ''A''.

BUSINESS RESPONSIBILITY REPORTING

A separate section on Business Responsibility Reporting forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed herewith as Annexure ''B''.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions are placed before the Audit Committee as also 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 their review on a quarterly basis. The statement is supported by a Certificate from the Managing Director, Executive Director & CEOs and the Chief Financial Officer.

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 http://www.prismjohnson. in/investors/disclosures-under-SEBI-LODR-regulations/ policies.

There were no material related party transactions 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 has any pecuniary relationships or transactions vis-a-vis the Company.

The Company has provided Corporate Guarantees to financiers of its subsidiary - Silica Ceramica Private Limited to facilitate fund raising. Details of the said transactions entered during the year ended March 31, 2018, pursuant to sub-section (1) of Section 188 of the Companies Act, 2013 are given in the prescribed Form AOC-2 annexed herewith as Annexure ''C''. The said guarantees are given in the interest of the Company.

Attention of the members is drawn to the disclosure of related party transactions set out in Note 4.08 of the Standalone Financial Statements forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, to the best of their knowledge and belief and according 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 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. They have selected such accounting policies and applied them consistently and made judgement 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, 2018 and of the profit of the Company for the year ended on that date;

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 financial controls were adequate and were operating effectively;

f. That 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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as Annexure ''D''.

The information required under Section 197 of the Companies Act, 2013 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. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the statement may write to the Company''s Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is given in Annexure ''E'' forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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 set of 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 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 Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

AUDITORS

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, the term of office of M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai, (Firm Registration No. 104767W) will end at the conclusion of the forthcoming Annual General Meeting. It is proposed to re-appoint M/s. G. M. Kapadia & Co., as the Statutory Auditors of the Company for a further period of five years from the conclusion of the ensuing Annual General Meeting to the conclusion of the 31^st Annual General Meeting of the Company.

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. G. M. Kapadia & Co., Chartered Accountants, proposing to be re-appointed as Auditors upto conclusion of the 31^st Annual General Meeting of the Company, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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.

The Report given by the Auditors on the financial statements of the Company are part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditors

The Company has appointed Ms. Savita Jyoti, M/s. Savita Jyoti Associates, Practising Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There were no qualification, reservation or adverse remarks given by Secretarial Auditor of the Company. The Report of the Secretarial Auditor in Form MR-3 is annexed herewith as Annexure ''F''.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules,

2014, the Company maintains the cost audit records for its businesses. The Board of Directors of the Company has, on the recommendation of the Audit Committee, at its meeting held on May 29, 2018, appointed M/s. D. C. Dave & Co., Cost Accountants as the Cost Auditors for the year ending March 31, 2019 and has recommended their remuneration to the shareholders for their ratification.

ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is furnished in Annexure ''G'' attached to this Report.

GENERAL

1. 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.

2. No 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.

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

ACKNOWLEDGEMENTS

For and on behalf of the Board

Place : Mumbai SHOBHAN M. THAKORE

Date : May 29, 2018 Chairman

Mar 31, 2017

To the Shareholders,

The Directors present the Twenty-fifth Annual Report together with the audited Statement of Accounts of the Company for the year ended March 31, 2017.

FINANCIAL RESULTS (Standalone)

Particulars	2016-17Rs Crores	2015-16 Rs Crores
Revenue from operations	5,464.61	5,696.80
Other income	90.63	134.33
Total Income	5,555.24	5,831.13
Expenses	5,527.11	5,849.40
Profit/(Loss) before exceptional items and tax	28.13	(18.27)
Exceptional items	â	(3.61)
Profit/(Loss) before Tax	28.13	(21.88)
Tax expenses	10.62	29.99
Profit for the year	17.51	8.11
Surplus - opening balance	185.62	256.83
Amount available for appropriation	203.13	264.94
Less: (i) Transfer to Debenture Redemption Reserve	36.34	42.56
(ii) Adjustment relating to transitional provision as per Schedule II to the Companies Act, 2013		35.28
(iii) Other Comprehensive (Income)/Loss (net of tax)	2.35	1.48
Surplus - closing balance	164.44	185.62

RESERVES

Out of the profits available for appropriation, an amount of Rs.36.34 Crores has been transferred to the Debenture Redemption Reserve and the balance Rs.164.44 Crores is proposed to be retained in the Statement of Profit and Loss.

DIVIDEND

In view of inadequate profits, the Directors have not recommended any dividend for the financial year ended March 31, 2017.

OPERATIONS

During the year ended March 31, 2017 revenue from operations decreased marginally by 4 per cent to Rs.5,464.61 Crores from Rs.5,696.80 Crores in the previous year. However, due to efficient cost rationalization measures and prudent resource management, the Company earned a profit before tax of Rs.28.13 Crores and profit after tax of Rs.17.51 Crores during the year ended March 31, 2017 as against loss before tax of Rs.21.88 Crores and profit after tax of Rs.8.11 Crores during the year ended March 31, 2016.

For the year ended March 31, 2017, the consolidated Comprehensive Income of the Company and its subsidiary companies amounted to Rs.14.25 Crores as against a profit after tax of Rs.25.26 Crores for the previous year.

SHARE CAPITAL

The paid-up equity share capital was Rs.503.36 Crores as on March 31, 2017. During the year under review, the Company has not issued shares with differential voting rights neither granted only stock options nor sweat equity.

FINANCE

The Company has repaid/prepaid loans of Rs.541.52 Crores and tied-up fresh loans of Rs.262.51 Crores during the year under review to finance, inter alia, its repayment of debts, ongoing long term working capital and capital expenditure. The loans were used for the purpose they were sanctioned by the respective banks/financial institutions.

Pursuant to the approval granted by the shareholders, the Company raised Rs.200 Crores by way of privately placed Secured Redeemable Non-convertible Debentures (''NCDs''), during the year 2016-17 to finance, inter alia, its refinancing of debts, ongoing long term working capital and general corporate purpose. The proceeds of the NCDs issue have been fully utilized for the purposes of the issue. NCDs aggregating Rs.140 Crores were redeemed in accordance with the terms of NCDs during the year. NCDs aggregating Rs.110 Crores have been further redeemed in April 2017 and June 2017.

FIXED DEPOSITS

The Company accepted fixed deposits aggregating Rs.8.55 Crores during the year ended March 31, 2017. Out of the total 3,991 deposits of Rs.21.40 Crores from the public and the shareholders as at March 31, 2017, 601 deposits amounting to Rs.2.19 Crores had matured and had not been claimed as on that date. Since then, 134 of these deposits aggregating to Rs.0.76 Crores have been claimed.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of Rs.0.86 Crores to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 which represents unclaimed/unpaid dividend, unclaimed fixed deposits and unclaimed interest on the fixed deposits.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, Joint Venture and Associate companies in Form AOC-1 is attached to the Accounts.

The summary of the performance of the Company''s subsidiaries, Associate and Joint Venture companies included in the consolidated financial statements is presented below :

Subsidiaries

- Raheja QBE General Insurance Company Limited (''RQBE''), the general insurance subsidiary has established itself as a recognized niche player poised to grow by focusing on the identified growth segments. RQBE forayed into the health insurance segment with the launch of its new product line during the year ended March 31, 2017.

- Silica Ceramica Private Limited (''Silica'') has taken some major steps during the year to reduce its cost of production. The Tile Body recipe was changed to improve product quality and market acceptance. This has also helped in reducing the process losses and increase of premium quality production. The overall process loss has come down during 2016-17. Higher premium quality production ensures higher sales realization per m². Premium quality production recorded significant improvement during the year. However, due to higher fuel cost and lower capacity utilization, the total variable cost remained significantly higher. The profitability for the year suffered mainly due to unavailability of natural gas from ONGC during the year 2016-17. Silica entered into an agreement with Gail in the month of August 2016 for continuous supply of natural gas of 40,000 SCM per day at competitive rates. Supply of natural gas has already started from November 2016. With the availability of natural gas, the variable cost is expected to reduce during the FY 2017-18.

- H. & R. Johnson (India) TBK Limited (''HRJTBK''),

the wholly-owned subsidiary of the Company is in the field of tile, bath and kitchen retailing, having presence in the states/union territories of Maharashtra, Madhya Pradesh, Andhra Pradesh, Delhi, Chandigarh, Punjab, Himachal Pradesh, Karnataka and Uttar Pradesh. HRJTBK and its Joint Ventures have total 25 showrooms of House of Johnson and 10 showrooms of Johnson Corners as at March 31, 2017.

- Milano Bathroom Fittings Private Limited (''Milano''), the wholly-owned subsidiary of the Company manufacturing bathroom fittings and accessories, has performed satisfactorily during the year. Improved capacity utilization at the Samba Unit, introduction of new product range and cost efficient manufacturing has contributed to the growth of Milano.

- TBK Venkataramiah Tile Bath Kitchen Private Limited and TBK Rangoli Tile Bath Kitchen Private Limited, wholly-owned subsidiaries of HRJTBK, are in the field of tile, bath and kitchen retailing.

- RMC Readymix Porselano (India) Limited, a wholly-owned subsidiary is yet to commence operations.

Joint Ventures (JV)

- Ardex Endura (India) Private Limited (''AEIPL''),

JV with the Ardex Group, Germany, which manufactures and markets tile adhesives, grouts, flooring, waterproofing and allied products, has performed satisfactorily during the year. AEIPL has set up new plants in West Bengal near Durgapur and in Rajasthan at Khushkhera, Dist. Alwar and both the plants have commenced commercial operations.

- Sentini Cermica Private Limited (''Sentini''), the mid-segment glazed floor tile JV Company in Telangana, has performed satisfactorily during the year. The profitability for the year suffered mainly due to lower capacity utilisation.

In addition, Antique Marbonite Private Limited, Spectrum Johnson Tiles Private Limited, Small Johnson Floor Tiles Private Limited and Coral Gold Tiles Private Limited, the tile Joint Venture companies in Gujarat, performed satisfactorily during the year.

Associate

Prism Power and Infrastructure Private Limited, an Associate of the Company is yet to commence operations.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company are prepared in accordance with the Companies Act, 2013 and the applicable Indian Accounting Standards along with all relevant documents and the Auditors Report form part of this Annual Report.

The financial statements of the subsidiary companies are not attached along with the financial statements of the Company. Separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. The Company shall also provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 136 of the Companies Act, 2013 to the shareholders of the Company and the subsidiaries upon their written request. The separate audited financial statements in respect of each subsidiary company are also available on the website of the Company at www.prismcement.com/investors/financialresults.

DIRECTORS

The Directors, with deep regret, inform about the sad and untimely demise of Mr. Rajesh G. Kapadia, the erstwhile Chairman of the Company, on October 21, 2016. He was associated with the Company since inception and will always be remembered for his wealth of knowledge and experience. He had resigned from the Board of Directors of the Company with effect from July 15, 2016 due to his ill-health.

Mr. Shobhan M. Thakore, Non-executive Independent Director, was appointed as the Chairman of the Board of Directors of the Company with effect from August 9, 2016.

Mr. V. M. Panicker resigned as Executive Director & CEO (RMC) on August 24, 2016. The Board wishes to place on record its appreciation of the valuable contributions made by Mr. Panicker during his tenure with the Company.

The Board of Directors, at its Meeting held on August 29, 2016, appointed Mr. Atul R. Desai as Additional Director with effect from August 29, 2016. He holds office up to the date of the forthcoming Annual General Meeting. The Board has also, subject to requisite approvals, appointed Mr. Desai as Executive Director & CEO (RMC) for a period of three years with effect from August 29,2016, upon terms and conditions mentioned in the Notice of the ensuing Annual General Meeting read with the Explanatory Statement thereto.

The Board, on the recommendations of the Nomination & Remuneration Committee and subject to the approval of the shareholders, appointed Dr. Raveendra Chittoor as a Non-executive Independent Director of the Company with effect from July 3, 2017 for a period of five years, not liable to retire by rotation. Dr. Chittoor, appointed as an Additional Director, will hold office till the ensuing Annual General Meeting and is eligible for appointment.

The Company has received requisite notice in writing from a member proposing the appointments of Mr. Desai and Dr. Chittoor The Board recommends the above appointments.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Rajan B. Raheja retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

In accordance with the requirements of the Companies Act, 2013, the shareholders, at the 22^nd Annual General Meeting of the Company held on July 31, 2014, have appointed the Independent Directors - Mr. J. A. Brooks, Ms. Ameeta A. Parpia and Mr. Shobhan M. Thakore for a term of five consecutive years upto July 30, 2019.

The Company has received declarations from Mr. Brooks, Ms. Parpia, Mr. Thakore and Dr. Chittoor, Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company www.prismcement.com/corevalues/codeofconduct-independentdirectors.

The details of familiarization programme for Independent Directors have been disclosed in the Report on Corporate Governance and on the website of the Company www. prismcement.com/aboutus/policies.

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

Meetings

The Board of Directors met seven times during the year ended March 31, 2017. 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.

Board Evaluation

Remuneration Policy

KEY MANAGERIAL PERSONNEL

During the year under review, the following changes have taken place in the Key Managerial Personnel of the Company:

Sr.

No.

Name of the person

Designation

Mr. Atul R. Desai

Appointed as Additional Director and designated as Executive Director & CEO (RMC) w.e.f. August 29, 2016.

Mr. V. M. Panicker

Resigned as Executive Director & CEO (RMC) on August 24, 2016.

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee, details of the same is stated in the Report on Corporate Governance.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

PREVENTION OF SEXUAL HARASSMENT (POSH)

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 Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, the Company has constituted an Internal Complaints Committees (ICC) to inquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2016-17, no complaints were received.

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 and Kitchens, 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has adopted a CSR Policy based on which its future CSR initiatives shall be developed and implemented. The Company policy is focused on CSR initiatives in areas such as water, health and sanitation, energy conservation, 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 www.prismcement.com/aboutus/ policies.

In view of the average net profits of the three preceding financial years being in the negative, the Company was not required to spend on CSR activities for the FY 2016-17. Requisite disclosure including composition of the CSR Committee has been made in the prescribed form annexed herewith as Annexure ''B''.

BUSINESS RESPONSIBILITY REPORTING

A separate section on Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed herewith as Annexure ''C''.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee as also 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 their review on a quarterly basis. The statement is supported by a Certificate from the Managing Director, Executive Director & CEOs and the Chief Financial Officer.

The Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is available on the website of the Company at www.prismcement.com/aboutus/policies.

There were no material Related Party Transactions 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 has any pecuniary relationships or transactions vis-a-vis the Company.

The Company has provided Corporate Guarantees to financiers of its subsidiary and Joint Venture - Silica Ceramic Private Limited to facilitate fund raising. Details of the said transactions pursuant to sub-section (1) of Section 188 of the Companies Act, 2013 are given in the prescribed Form AOC-2 annexed herewith as Annexure ''D''. The said guarantees are given in the interest of the Company.

Attention of the members is drawn to the disclosure of Related Party Transactions set out in Note 4.08 of the Standalone Financial Statements forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, to the best of their knowledge and belief and according 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 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. They have selected such accounting policies and applied them consistently and made judgment 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, 2017 and of the profit of the Company for the year ended on that date;

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 financial controls were adequate and were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

EMPLOYEE REMUNERATION

The information required under Section 197 of the Companies Act, 2013 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. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the statement may write to the Company''s Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE GOVERNANCE

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has established set of standards, processes and structure which enables it to implement adequate internal financial controls and 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 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 Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2016-17.

AUDITORS

Statutory Auditors

The shareholders at the 22^nd Annual General Meeting appointed M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai as the Company''s Auditors up to conclusion of the 26^th Annual General Meeting of the Company, subject to ratification of the appointment by the members at every AGM, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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.

The Report given by the Auditors on the financial statements of the Company are part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditor

The Company has appointed M/s. Savita Jyoti Associates, Practicing Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company for the year 2016-17 pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company. The Report of the Secretarial Auditor in Form MR - 3 is annexed herewith as Annexure ''G''.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company maintains the cost audit records for its businesses. The Board of Directors of the Company has, on the recommendation of the Audit Committee, at its meeting held on May 25, 2017, appointed M/s. D. C. Dave & Co., Cost Accountants as the Cost Auditors for the year ending March 31, 2018 and has recommended their remuneration to the shareholders for their ratification.

As a matter of record, relevant cost audit reports for the year ended March 31, 2016 were filed on October 22, 2016, within the stipulated timeline. The cost audit report for the year ended March 31, 2017 will be filed with the Central Government within the stipulated timeline.

ANNUAL RETURN

The extract of the Annual Return in Form MGT - 9 is furnished in Annexure ''H'' attached to this Report.

GENERAL

1. 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 during the audit conducted by the Statutory Auditors, Internal Auditors, Secretarial Auditor and Cost Auditors of the Company.

ACKNOWLEDGEMENTS

The Directors thank the shareholders, 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

Place : Mumbai SHOBHAN M. THAKORE

Date : July 3, 2017 Chairman

Mar 31, 2016

The Directors present the Twenty-fourth Annual Report together with the audited Statement of Accounts of the Company for the year ended March 31, 2016.

FINANCIAL RESULTS (Standalone)

Particulars 2015-16 2014-15 Rs. Crores Rs. Crores

Sales of products and services 5,940.25 6,009.01

Other operating income 29.43 22.07

5,969.68 6,031.08

Less : Excise duty 419.32 437.20

Total revenue from operations 5,550.36 5,593.88

Other income 71.57 33.48

Total revenue 5,621.93 5,627.36

Expenses 5,639.39 5,700.23

Loss before exceptional items and tax (17.46) (72.87)

Exceptional items (3.61) 62.12

Loss before Tax (21.07) (10.75)

Tax expenses 29.43 25.45

Profit for the year 8.36 14.70

Add : Surplus - opening balance 303.06 284.00

Amount available for appropriation 311.42 298.70

Add/(Less) : Transfer from/(to) Debenture Redemption Reserve (42.56) 11.75

Less : Adjustment for Depreciation & Amortisation as per Schedule II to the Companies Act, 2013 35.28 7.39

Surplus - closing balance 233.58 303.06

RESERVES

Out of the profits available for appropriation, an amount of Rs. 42.56 crores has been transferred to the Debenture Redemption Reserve and the balance Rs. 233.58 crores is proposed to be retained in the Statement of Profit and Loss.

DIVIDEND

In view of inadequate profits, the Directors have not recommended any dividend for the financial year ended March 31, 2016.

OPERATIONS

The gross sales and other income for the year ended March 31, 2016 was Rs. 6,041.25 crores as against Rs. 6,064.56 crores for the previous year. The Company incurred a loss before tax of Rs. 21.07 crores and profit after tax of Rs. 8.36 crores during the year ended March 31, 2016 as against loss before tax of Rs. 10.75 crores and profit after tax of Rs. 14.70 crores during the year ended March 31, 2015.

For the year ended March 31, 2016, the consolidated profit after tax of the Company and its subsidiary companies amounted to Rs. 3.30 crores as against a profit after tax of Rs. 2.62 crores for the previous year.

SALE OF SHARES

Pursuant to the regulatory changes increasing the foreign direct investment in insurance companies from 26% to 49%, the Company sold 4,76,10,000 equity shares corresponding to 23% of its holding in the equity paid-up capital of Raheja QBE General Insurance Company Limited (RQBE), its general insurance subsidiary, to QBE Asia Pacific Holdings Limited, Australia, (an affiliate of the Company''s existing joint venture partner in RQBE, i.e. QBE Holdings (AAP) Pty Limited) for a consideration of AUD 21,573,459 (equivalent to Rs. 111.04 crores).

The Company''s shareholding in RQBE stands reduced from 74% to 51%.

SHARE CAPITAL

The paid-up equity share capital was Rs. 503.36 crores as on March 31, 2016. During the year under review, the Company has not issued shares with differential voting rights neither granted stock options nor sweat equity.

FINANCE

The Company has repaid/prepaid loans of Rs. 423.20 crores during the year and tied-up fresh loans of Rs. 389.69 crores, including Rs. 100 crores by way of Unsecured Redeemable Non-convertible Debentures, to finance, inter alia, its ongoing long term working capital and capital expenditure during the year. The total borrowings of the Company stood at Rs. 1,863.07 crores as on March 31, 2016.

The loans were used for the purpose they were sanctioned by the respective banks/financial institutions. The proceeds of the NCDs issue have been fully utilised for the purposes of the issue.

FIXED DEPOSITS

The Company accepted fixed deposits aggregating to Rs. 15.43 crores during the year ended March 31, 2016. Out of the total 6,230 deposits of Rs. 30.52 crores from the public and the shareholders as at March 31, 2016, 452 deposits amounting to Rs. 1.48 crores had matured and had not been claimed as on that date. Since then, 76 of these deposits aggregating to Rs. 0.27 crores have been claimed.

There has been no default in the repayment of the deposits or payment of interest thereon during the year under review. All deposits accepted by the Company are in compliance with the requirement of the Companies Act, 2013 and the Rules thereunder.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of Rs. 0.53 crores to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 which represents unclaimed/unpaid dividend, unclaimed fixed deposits and unclaimed interest on the fixed deposits.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associate and joint venture companies in Form AOC-1 is attached to the Accounts.

The summary of the performance of the Company''s subsidiaries, associate and joint venture companies included in the consolidated financial statements is presented below:

Subsidiaries

- Raheja QBE General Insurance Company Limited, the general insurance subsidiary has established itself as a recognised niche player poised to grow by focusing on the identified growth segments.

- Silica Ceramica Private Limited has started utilising its full available capacity. In the last quarter of FY 2015-16, it has started achieving significant reduction of process losses and process defects resulting in increase in total production and improved percentage of premium quality tiles. The profitability for the year has suffered mainly due to unavailability of Natural Gas from ONGC during the year 2015-16.

- H. & R. Johnson (India) TBK Limited (''HRJTBK''), the wholly-owned subsidiary of the Company is in the field of tile, bath and kitchen retailing, having presence in the state/union territories of Maharashtra, Madhya Pradesh, Andhra Pradesh, Delhi, Chandigarh, Punjab, Himachal Pradesh, Karnataka and Uttar Pradesh. HRJTBK and its Joint Ventures have total 26 showrooms of House of Johnson and 10 showrooms of Johnson Corners as at March 31, 2016.

- Milano Bathroom Fittings Private Limited (''Milano''), the wholly-owned subsidiary of the Company manufacturing bathroom fittings and accessories, has performed well during the year. Improved capacity utilisation at the Samba Unit, improved product portfolio and cost efficient manufacturing has contributed to the growth of Milano.

TBK Rangoli Tile Bath Kitchen Private Limited became a wholly- owned subsidiary of HRJTBK during the year under review. TBK Venkataramiah Tile Bath Kitchen Private Limited and TBK Rangoli Tile Bath Kitchen Private Limited, wholly owned subsidiaries of HRJTBK are in the field of tile, bath and kitchen retailing.

Joint Ventures (JV)

- Ardex Endura (India) Private Limited (''AEIPL''), JV with the Ardex Group, Germany, which manufactures and markets tile adhesives, grouts, flooring, waterproofing and allied products, has performed satisfactorily during the year. AEIPL is in the process of setting-up a new plant in West Bengal near Durgapur and the plant is expected to be operational shortly.

- Sentini Cermica Private Limited (''Sentini''), the mid- segment glazed floor tile JV Company in Telangana, has performed satisfactorily during the year. With the implementation of the Coal Gassifier Plant and availability of CNG, Sentini has been able to achieve reduction in cost of production during the financial year. The production and sales of 600 x 600 mm Digital Floor Tiles have also contributed towards higher profitability.

- Coral Gold Tiles Private Limited (''Coral''), the mid- segment wall tiles company in Gujarat, became a JV during the year. Coral has performed satisfactorily during the year

In addition, Antique Marbonite Private Limited, Spectrum Johnson Tiles Private Limited and Small Johnson Floor Tiles Private Limited, the tile joint venture companies in Gujarat, performed satisfactorily during the year.

RMC Readymix Porselano (India) Limited, a wholly-owned subsidiary and Prism Power and Infrastructure Private Limited, an associate of the Company are yet to commence operations.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company, its subsidiaries, joint ventures and associate prepared in accordance with the Companies Act, 2013 and the applicable Accounting Standards form part of this Annual Report.

The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. The Company shall also provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 136 of the Companies Act, 2013 to the shareholders of the Company and the subsidiaries upon their written request. The separate audited financial statements in respect of each subsidiary company is also available on the website of the Company at www.prismcement.com/investors/financials

DIRECTORS

Mr. Ganesh Kaskar resigned as Executive Director & CEO (HRJ) on March 2, 2016. The Board wishes to place on record its appreciation of the valuable contributions made by Mr. Kaskar during his tenure with the Company.

The Board has, at its Meeting held on February 11, 2016, subject to the requisite approvals, re-appointed Mr. Vijay Aggarwal as Managing Director of the Company for a period of three years with effect from March 3, 2016, upon terms and conditions mentioned in the Notice of the ensuing Annual General Meeting read with the Explanatory Statement thereto.

The Board of Directors, at its meeting held on August 17, 2015, appointed Mr. Vivek Krishan Agnihotri as Director in casual vacancy caused by the resignation of Mr. S. Ramnath and designated him as Executive Director & CEO (Cement) of the Company for a period of three years with effect from August 17, 2015, upon terms and conditions mentioned in the Notice of the ensuing Annual General Meeting read with the Explanatory Statement thereto. Mr. Agnihotri holds office as Director up to August 24, 2016 i.e. the date on which Mr. Ramnath''s term would end.

The Board of Directors, at its Meeting held on February 11, 2016, appointed Mr. Joydeep Mukherjee as Additional Director with effect from March 3, 2016. He holds office up to the date of the forthcoming Annual General Meeting. The Board has also, subject to requisite approvals, appointed Mr. Mukherjee as Executive Director & CEO (HRJ) for a period of three years with effect from March 3, 2016, upon terms and conditions mentioned in the Notice of the ensuing Annual General Meeting read with the Explanatory Statement thereto.

The Company has received requisite notices in writing from a member proposing the appointments of Mr. Agnihotri and Mr. Mukherjee. The Board recommends the above appointments.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Rajan Raheja retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

In accordance with the requirements of the Companies Act, 2013, the shareholders, at the 22nd Annual General Meeting of the Company held on July 31, 2014, have appointed the Independent Directors - Mr. J. A. Brooks, Ms. Ameeta A. Parpia and Mr. Shobhan M. Thakore for a term of five consecutive years upto July 30, 2019.

The Company has received declarations from Mr. Brooks, Ms. Parpia and Mr. Thakore, Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The details of familiarisation programme for Independent Directors have been disclosed in the Report on Corporate Governance and on the website of the Company www.prismcement.com/about/policies.

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

Meetings

The Board of Directors met seven times during the year ended March 31, 2016. Additionally, several Committee Meetings were held including the Audit Committee, which met seven times during the year. Details of the meetings are included in the Report on Corporate Governance.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation during the year under review. Details of the same is 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 and other employees forms part of the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the year under review, the following changes have taken place in the Key Managerial Personnel of the Company :

Sr. Name of the Designation No. person

1. Mr. Vivek K. Appointed as Executive Director & CEO Agnihotri (Cement) w.e.f. August 17, 2015

2. Mr. Joydeep Appointed as Chief Executive Officer Mukherjee (HRJ) (Designate) w.e.f. December 16, 2015 to March 2, 2016

Appointed as Executive Director & CEO (HRJ) w.e.f. March 3, 2016

3. Mr. Ganesh Resigned as Executive Director & CEO Kaskar (HRJ) on March 2, 2016

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee, details of the same is stated in the Report on Corporate Governance.

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 is explained in the Report on Corporate Governance and is also available on the website of the Company at www.prismcement.com/ about/policies.

PREVENTION OF SEXUAL HARASSMENT (POSH)

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 Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted an Internal Complaints Committees (ICC) to inquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2015-16, the ICC received one complaint on sexual harassment and the same was disposed of in accordance with applicable laws and the Policy of the Company.

RISK MANAGEMENT

Risk management is integral to the Company and is controlled through awareness, training, discipline, commitment and prudent risk management strategies. The Company works across a wide range of products i.e. Cement, Tiles, Bath and Kitchens products, 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 ability to create sustainable value is dependent on recognising and effectively addressing key risks that exist in this environment.

To facilitate this, each of the Company''s businesses has adopted a robust risk management programme which is focused on ensuring that risks are known and being addressed proactively through a well-defined framework.

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 and reporting.

Although not mandatory, 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 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 its future CSR initiatives shall be developed and implemented. The Company policy is focussed on CSR initiatives in areas such as water, health and sanitation, energy conservation, 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 www.prismcement. com/about/policies.

In view of the average net profits of the three preceding financial years being in the negative, the Company was not required to spend on CSR activities for the FY 2015-16. Requisite disclosure including composition of the CSR Committee has been made in the prescribed form annexed herewith as Annexure ''A''.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Annexure ''B'' annexed herewith. The particulars of loans and investments under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Note 13 and 14 of the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee as also 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 their review on a quarterly basis. The statement is supported by a Certificate from the Managing Director, Executive Director & CEOs and the Chief Financial Officer.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is available on the website of the Company at www.prismcement.com/ about/policies.

There are no material related party transactions 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 has any pecuniary relationships or transactions vis-a-vis the Company.

The Company has provided Corporate Guarantees to financiers of its subsidiary - Silica Ceramica Private Limited to facilitate fund raising. Details of the said transactions pursuant to sub-section (1) of Section 188 of the Companies Act, 2013 are given in the prescribed Form AOC-2 annexed herewith as Annexure ''C''.

Attention of the members is drawn to the disclosure of Related Party Transactions set out in Note 50 of the Standalone Financial Statements forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, to the best of their knowledge and belief and according 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 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. They have selected such accounting policies and applied them consistently and made judgement 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, 2016 and of the profit of the Company for the year ended on that date;

c. That 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. 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 financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

EMPLOYEE REMUNERATION

The ratio of remuneration of each Director to the median employees'' remuneration and other 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, are forming part of this report as Annexure ''D''.

The information required under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the statement may write to the Company''s Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is given in Annexure ''E'' forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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 set of standards, processes and structure which enables it to implement adequate internal financial controls and 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 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 Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

AUDITORS

Statutory Auditors

The shareholders at the 22nd Annual General Meeting appointed M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai as the Company''s Auditors upto conclusion of the 26th Annual General Meeting of the Company, subject to ratification of the appointment by the members at every AGM, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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.

The Report given by the Auditors on the financial statements of the Company are part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditor

The Company has appointed M/s. Savita Jyoti Associates, Practising Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the year 2015- 16 pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There were no qualification, reservation or adverse remarks given by Secretarial Auditors of the Company. The Report of the Secretarial Auditor in Form MR - 3 is annexed herewith as Annexure ''F''.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company maintains the cost audit records for its businesses. The Board of Directors of the Company has, on the recommendation of the Audit Committee, at its meeting held on May 25, 2016, appointed M/s. D. C. Dave & Co. Cost Accountants as the Cost Auditors for the year ending March 31, 2017 and has recommended their remuneration to the Shareholders for their ratification.

As a matter of record, relevant cost audit reports for the year ended March 31, 2015 were filed on October 8, 2015, within the stipulated timeline. The cost audit report for the year ended March 31, 2016 will be filed with the Central Government within the stipulated timeline.

ANNUAL RETURN

The extract of the Annual Return in Form MGT - 9 is furnished in Annexure ''G'' attached to this Report.

GENERAL

1. 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.

2. No 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.

3. No fraud has been reported during the audit conducted by the Statutory Auditors, Internal Auditors, Secretarial Auditors and Cost Auditors of the Company.

ACKNOWLEDGEMENTS

The Directors thank the shareholders, 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 of Directors

RAJESH G. KAPADIA

Chairman

Place : Mumbai

Date : May 25, 2016

Mar 31, 2015

Dear Members,

The Directors present the Twenty-third Annual Report together with the audited Statement of Accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS

Particulars 2104 -15 2013 -14 Rs. Crores Rs. Crores

Sale of products and services 6,009.01 5,344.82

Other operating income 22.07 20.60

6,031.08 5,365.42

Less : Excise duty 437.20 400.56

Total Revenue from operations 5,593.88 4,964.86

Other income 33.48 140.44

Total Revenue 5,627.36 5,105.30

Expenditure 5,700.23 5,242.50

Loss before exceptional items and tax (72.87) (137.20)

Exceptional items 62.12 9.37

Loss before Tax (10.75) (127.83)

Tax expenses (25.45) 46.18

Profit/(Loss) for the year 14.70 (81.65)

Add : Surplus - opening balance 284.00 357.24

Amount available for appropriation 298.70 275.59

Add : Transfer from/(to) Debenture 11.75 8.41 Redemption Reserve

Less : Adjustment relating to Schedule II 7.39 -

Surplus - closing balance 303.06 284.00

The amount of Rs. 303.06 crores is proposed to be retained in the Statement of Profit and Loss.

DIVIDEND

In view of inadequate profits, the Directors have not recommended any dividend for the financial year ended March 31, 2015.

OPERATIONS

The gross sales and other income for the year ended March 31, 2015 was Rs. 6,064.56 crores as against Rs. 5,505.86 crores for the previous year. The Company incurred a loss before tax of Rs. 10.75 crores and profit after tax of Rs. 14.70 crores during the year ended March 31, 2015 as against loss before tax of Rs. 127.83 crores and loss after tax of Rs. 81.65 crores during the year ended March 31, 2014.

For the year ended March 31, 2015, the consolidated profit after tax of the Company and its subsidiary companies amounted to Rs. 2.62 crores as against a loss after tax of Rs. 86.20 crores for the previous year.

COAL BLOCK

Subsequent to the Order dated September 24, 2014 of the Honourable Supreme Court on de-allocation of all coal mines including Sial Ghogri coal mine of the Company in Madhya Pradesh with effect from March 31, 2015 and promulgation of the Coal Mines (Special Provisions) Ordinance, 2014 and Coal Mines (Special Provision) Rules, 2014 (the Rules), the Central Government has completed bidding process. The Nominated Authority appointed under the Rules has passed Vesting Order dated March 23, 2015 and as a result thereof, with effect from April 1, 2015, the coal mine including lands, in or adjacent to the coal mines and mine infrastructure got vested in favour of the successful bidder. In compliance of the Vesting Order, the Company has handed over possession of the mine and the assets listed in the Vesting Order to the successful bidder.

Vide email dated March 26, 2015, the Nominated Authority has communicated to the Company that a sum of Rs. 32.49 crores has been determined as compensation payable to the Company. The Company has inter-alia disputed quantum of compensation and has preferred a Writ before the Hon''ble High Court of Judicature, Delhi and the Company has lodged claim of Rs. 72.86 crores. The aggregate exposure of the Company on account of Coal Mine Development expenses, Mining Surface Rights, Land, Other infrastructure for mine, Capital work-in-progress relating to buildings under construction and other related matter is around Rs. 47.49 crores (including geological survey expenses written off in the books of accounts of Rs. 6.22 crores). Since the matter is sub-judice and pending settlement of the claim, no adjustment has been made in the accounts.

SHARE CAPITAL

The paid-up Equity Share Capital was Rs. 503.36 Crores as on March 31, 2015. During the year under review, the Company has not issued shares with differential voting rights neither granted stock options nor sweat equity.

The Company does not propose to issue any preference shares in the future. It is, therefore, proposed to reclassify the existing unissued Preference Shares into Equity shares of the Company. Attention of members is drawn to Item No. 5 of the Notice of the Annual General Meeting.

FINANCE

The Company has repaid loans of Rs. 1,087.42 crores during the year and tied-up fresh loans of Rs. 1,149.78 crores, including Rs. 750 crores by way of Secured Redeemable Non-convertible Debentures, to finance, inter alia, its ongoing long term working capital and capital expenditure during the year. The total borrowings of the Company stood at Rs. 1,896.58 crores as on March 31, 2015.

The loans were used for the purpose they were sanctioned for by the respective banks/financial institutions.

FIXED DEPOSITS

The Company accepted fixed deposits aggregating to Rs. 13.46 crores during the year ended March 31, 2015. Out of the total 8,970 deposits of Rs. 37.14 crores from the public and the shareholders as at March 31, 2015, 426 deposits amounting to Rs. 1.28 crores had matured and had not been claimed as on that date. Since then, 72 of these deposits aggregating to Rs. 0.45 crores have been claimed.

There has been no default in the repayment of the deposits or payment of interest thereon during the year under review. All deposits accepted by the Company are in compliance with the requirement of the Companies Act, 2013 and the Rules thereunder.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of Rs. 0.96 crores to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 which represents unclaimed dividend and unclaimed fixed deposits and unclaimed interest on the fixed deposits.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The performance and financial performance of each of the Company''s subsidiaries, associate and joint venture companies included in the consolidated financial statements is presented below :

Subsidiaries

* Raheja QBE General Insurance Company Limited (RQBE),

the general insurance subsidiary continued building upon the existing capabilities as well as seizing profitable opportunities during the year under review. During the year, the Company has booked gross written premium of Rs. 29.03 crores as against Rs. 31.63 crores in the previous year. The net earned premium stood at Rs. 19.52 crores. The total income from investment for the year under review was Rs. 20.94 crores as against Rs. 19.88 crores in the previous year. RQBE''s profit after tax increased to Rs. 10.67 crores from a profit after tax of Rs. 6.42 crores in the previous year.

* Silica Ceramica Private Limited (Silica) has shown gradual improvement in performance during the financial year. Silica has started utilising its full available capacity and has achieved substantial reduction of process losses resulting in increase in production of premium quality Tiles. Value added products in the form of 600x600 mm GVT were introduced during the financial year. With continuous availability of Natural Gas from ONGC during the last quarter of 2014-15, Silica has been able to achieve a profit of Rs. 8.84 crores before interest in the last quarter of financial year. The gross revenue from operations for the year under review was Rs. 248.14 crores (previous year : Rs. 198.36 crores) and the loss after tax was Rs. 32.77 crores (previous year : Rs. 24.69 crores).

* H. & R. Johnson (India) TBK Limited, the wholly-owned subsidiary of the Company in the field of tile, bath and kitchen retailing, has presence in the state/union territories of Maharashtra, Madhya Pradesh, Telangana, Andhra Pradesh, Delhi, Chandigarh, Punjab, Himachal Pradesh, Karnataka, Uttar Pradesh. The Company and its Joint Ventures have 28 showrooms of House of Johnson and 13 showrooms of Johnson Corners as at March 31, 2015. For the year ended March 31, 2015, gross revenue from operations was Rs. 139.76 crores (previous year : Rs. 142.17 crores) and loss after Tax was Rs. 3.57 crores (previous year : Rs. 1.32 crores).

* Milano Bathroom Fittings Private Limited (Milano), the

wholly-owned subsidiary of the Company manufacturing bathroom fittings and accessories, has performed well during the year. Improved capacity utilisation at its Samba Unit in Himachal Pradesh, improved product portfolio and cost efficient manufacturing has contributed to the growth of Milano. For the year ended March 31, 2015, gross revenue from operations was Rs. 44.67 crores (previous year : Rs. 40.44 crores) with profit after tax of Rs. 3.03 crores (previous year : Rs. 1.44 crores).

* RMC Readymix Porselano (India) Limited is a wholly-owned subsidiary of the Company and is yet to commence operations.

* TBK Venkataramiah Tile Bath Kitchen Private Limited, a wholly-owned subsidiary of H. & R. Johnson (India) TBK Limited, is in the field of tile, bath and kitchen retailing, The gross revenue from operations was Rs. 1.93 crores (previous year : Rs. 2.53 crores) and loss after tax was Rs. 0.28 crores (previous year : profit Rs. 0.06 crores)

Associate

* Prism Power and Infrastructure Private Limited is an associate of the Company and is yet to commence operations.

Joint Ventures (JV)

* Ardex Endura (India) Private Limited (AEIPL), the joint venture with the German group Ardex, which manufactures and markets tile adhesives, grouts, flooring, waterproofing and allied products has performed satisfactorily during the year. For the year ended March 31,2015, AEIPL achieved gross revenue from operations of Rs. 101.49 crores (previous year : Rs. 92.52 crores) and profit after tax of Rs. 4.11 crores (previous year : Rs. 4.14 crores). AEIPL is in the process of setting-up a new plant in West Bengal near Durgapur and project implementation activities commenced during the year.

* Sentini Cermica Private Limited (Sentini), the mid-segment glazed floor tile JV Company in Andhra Pradesh, has performed satisfactorily during the year.With the implementation of the Coal Gassifier Plant and availability of CNG, Sentini has been able to achieve reduction in cost of production during the financial year. The production and sales of 600x600 mm Digital Floor Tiles have also contributed towards higher profitability. For the year ended March 31,2015, Sentini achieved gross revenue from operations of Rs.159.62 crores (previous year : Rs. 115.90 crores) and profit after tax of Rs. 3.54 crores (previous year loss after tax : Rs. 2.25 crores).

* Antique Marbonite Private Limited, the vitrified tile JV Company in Gujarat, has achieved gross revenue from operations of Rs. 288.86 crores (previous year : Rs. 261.05 crores) and profit after tax of Rs. 9.89 crores (previous year : Rs. 3.95 crores).

* Spectrum Johnson Tiles Private Limited (Spectrum), the mid-segment wall tiles JV Company in Gujarat, has performed satisfactorily during the year.The increase in production and sales of 300x200 mm and 375x250 mm digital tiles have contributed towards increase in profitability during the financial year. For the year ended March 31,2015, Spectrum achieved gross revenue of Rs. 91.79 crores (previous year : Rs. 82.98 crores) and profit after tax of Rs. 5.20 crores (previous year : Rs. 2.37 crores).

* Small Johnson Floor Tiles Private Limited (Small), the mid-segment floor tiles JV Company in Gujarat, has performed satisfactorily during the year. For the year ended March 31, 2015, Small achieved gross revenue from operations of Rs. 66.77 crores (previous year : Rs. 65.16 crores) and profit after tax of Rs. 2.24 crores (previous year : Rs. 2.21 crores).

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statements of the Company, its subsidiaries, joint ventures and associates prepared in accordance with the Companies Act, 2013 and the applicable Accounting Standards form part of this Annual Report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC - 1 is attached to the Accounts.

The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. The Company shall also provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 136 of the Companies Act, 2013 to the shareholders of the Company and the subsidiaries upon their written request. The separate audited financial statements in respect of each subsidiary company is also available on the website of the Company at www.prismcement.com/investors/FinancialResults

DIRECTORS

Mr. S. Ramnath resigned from the Board of Directors of the Company on February 4, 2015 due to personal reasons. The Board wishes to place on record its appreciation of the valuable contributions made by Mr. Ramnath during his tenure with the Company.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Rajesh Kapadia retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

In accordance with the requirements of the Companies Act, 2013, the shareholders, at the 22nd Annual General Meeting of the Company held on July 31, 2014, have appointed the Independent Directors - Mr. J. A. Brooks, Ms. Ameeta A. Parpia and Mr. Shobhan M. Thakore for a term of five consecutive years upto July 30, 2019.

The Company has received declarations from Mr. Brooks, Ms. Parpia and Mr. Thakore, Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The details of familiarisation programme for Independent Directors have been disclosed in the Report on Corporate Governance and on the website of the Company www.prismcement.com/AboutUs/Policies.

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

Meetings

The Board of Directors met thirteen times during the year ended March 31, 2015. Additionally, several Committee Meetings were held including the Audit Committee, which met seven times during the year. Details of the meetings are included in the Report on Corporate Governance.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation during the year under review. Details on the same is 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 and other employees forms part of Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company has appointed the following persons as Key Managerial Personnel under the Companies Act, 2013 :

Sr. Name of the person Designation No.

1. Mr. Vijay Aggarwal Managing Director

2. Mr. Ganesh Kaskar Executive Director - HRJ

3. Mr. V. M. Panicker Executive Director - RMC

4. Mr. S. Ramnath Executive Director - Cement (resigned w.e.f February 5, 2015)

5. Mr. P. K. Akhramka Chief Financial Officer

6. Ms. Aneeta S. Kulkarni Company Secretary

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee, details of the same is stated in the Report on Corporate Governance.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct, if any. The details of the Policy is explained in the Report on Corporate Governance and also posted on the website of the Company at www.prismcement.com/AboutUs/Policies.

RISK MANAGEMENT

The Company works across a wide range of products i.e. Cement, Tiles, Bath and Kitchens products, Readymixed 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 ability to create sustainable value is dependent on recognising and effectively addressing key risks that exist in this environment.

To facilitate this, each of the Company''s businesses has adopted a robust risk management programme. The risk management programme does not aim at eliminating risks, as that would simultaneously eliminate all chances of rewards/opportunities. It is instead focused on ensuring that risks are known and being addressed proactively through a well-defined framework.

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 and reporting.

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set in the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR is a conscious commitment of the Company to contribute to economic development while improving the quality of life of the underprivileged and their families as well as of the local community in the geographies in which the Company operates and the society at large.

The Company has adopted a CSR Policy based on which its future CSR initiatives shall be developed and implemented. The Company policy is focussed on CSR initiatives in areas such as water, health and sanitation, energy conservation, 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 www.prismcement.com/AboutUs/Policies

In view of the average net profits of the three preceding financial years being in the negative, the Company was not required to spend on CSR activities for the FY 2014-15. Requisite disclosure including composition of the CSR Committee has been made in the prescribed form annexed herewith as Annexure ''A''.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Annexure ''B'' annexed herewith.

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee as also 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 their review on a quarterly basis. The statement is supported by a Certificate from the Managing Director, Executive Directors and the Chief Financial Officer.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company at www.prismcement.com/AboutUs/Policies.

There are no material significant related party transactions 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 has any pecuniary relationships or transactions vis-a-vis the Company.

The Company has provided Corporate Guarantees to financiers of its subsidiary - Silica Ceramica Private Limited to facilitate fund raising. Details of the said transactions pursuant to sub-section (1) of Section 188 of the Companies Act, 2013 are given in the prescribed Form AOC - 2 annexed herewith as Annexure ''C''.

Attention of the members is drawn to the disclosure of related party transactions set out in Note No. 44 of the Standalone Financial Statements forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, to the best of their knowledge and belief and according 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 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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, 2015 and of the profit of the Company for the year ended on that date;

c. That 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. 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 financial controls were adequate and were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

EMPLOYEE REMUNERATION

The ratio of remuneration of each Director to the median employees'' remuneration and other 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, are forming part of this report as Annexure ''D''.

The information required under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the statement may write to the Company''s Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is given in Annexure ''E'' forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, 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 set of standards, processes and structure which enables it to implement adequate internal financial controls and that the same are operating effectively. The Company has in place systematic measures such as reviews, checks and balances, methods and procedures to conduct its business in an orderly and efficient manner. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company towards ensuring management effectiveness and efficiency and reliable reporting. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

AUDITORS

The shareholders at the 22nd Annual General Meeting appointed M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai as the Company''s Auditors upto conclusion of the 26th Annual General Meeting of the Company, subject to ratification of the appointment by the members at every AGM, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under Clause 49 of the Listing Agreement, 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.

The Report given by the Auditors on the financial statements of the Company are part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditor

The Company has appointed M/s. Savita Jyoti Associates, Practising Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the year 2014-15 pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There were no qualification, reservation or adverse remarks given by Secretarial Auditors of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure ''F''.

Cost Auditors

As per the requirements of the Companies Act, 2013, the Company''s cost records for the year ended March 31, 2015 are being audited by M/s. N. I. Mehta & Co., Cost Accountants, Mumbai. The Board of Directors of the Company has, at its meeting held on May 14, 2015, appointed M/s. N. I. Mehta & Co. as the Cost Auditors for the year ending March 31, 2016.

ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure ''G'' attached to this Report.

GENERAL

1. 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.

2. 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 Prevention of Sexual Harassment of Women at workplace. There were no cases reported during the year under review under the said Policy.

3. No 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.

ACKNOWLEDGEMENTS

The Directors thank the shareholders, 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 of Directors

RAJESH G. KAPADIA Place : Mumbai Chairman Date : May 14, 2015

Mar 31, 2014

To the Shareholders,

The Directors present the Twenty-second Annual Report together with the audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

2013-14 2012-13 Rs. Crores Rs. Crores

Sales of products and services 5,344.82 5,123.67

Other operating income 20.60 25.80

5,365.42 5,149.47

Less : Excise duty 400.56 381.00

Total Revenue from Operations 4,964.86 4,768.47

Other income 140.44 5.53

Total Revenue 5,105.30 4,774.00

Expenditure 5,242.50 4,858.61

Profit/(Loss) before exceptional

items and Tax (137.20) (84.61)

Exceptional items 9.37 1.62

Profit/(Loss) before Tax (127.83) (82.99)

Tax expenses 46.18 23.51

Profit/(Loss) for the year (81.65) (59.48)

Add : Dividend received on own

shares held through Trust - 0.62

Add : Surplus - opening balance 357.24 445.54

Amount available for appropriation 275.59 386.68

Add : Transfer from/(to)

Debenture Redemption Reserve 8.41 (29.44)

Surplus closing balance 284.00 357.24

OPERATIONS

The gross sales and other income for the year ended March 31, 2014 was Rs. 5,505.86 crores as against Rs. 5,1 55.00 crores for the previous year. The Company incurred a loss before tax of Rs. 127.83 crores and net loss of Rs. 81.65 crores during the year ended March 31, 2014 as against loss before tax of Rs. 82.99 crores and net loss of Rs. 59.48 crores during the year ended March 31, 2013, primarily due o sluggish demand, higher power and fuel costs, freight charges and subdued realisations.

For the year ended March 31, 2014, he consolidated ne loss of the Company and is subsidiary companies amounted to Rs. 86.20 crores as agains at net loss of Rs. 62.47 crores for the previous year.

FINANCE

The Company has repaid loans of Rs. 929.09 crores during the year and tied-up fresh loans of Rs. 1,110.98 crores o finance, inter alia, is ongoing long term working capital and capital expenditure during the year. The total borrowings of the Company stood at Rs. 1,834.23 crores as on March 31, 2014.

The loans were used for the purpose ha they were sanctioned for by the respective banks/financial institutions.

FIXED DEPOSITS

Out of the total 11,103 deposits of Rs. 140.58 crores from the public and the shareholders as a March 31, 2014, 393 deposits amounting o Rs. 0.90 crores had matured and had not been claimed as on ha date. Since then, 81 of these deposits aggregating to Rs. 0.25 crores have been claimed.

During the year, he Company has transferred a sum of 0.06 crores to he Investor Education and Projection Fund in compliance with Section 205C of the Companies Ac, 1956 which represents unclaimed fixed deposits and interest thereon.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since its inception he Company has been socially responsible and has voluntarily undertaken various Corporate Social Responsibility initiatives even when here were no legal and statutory requirements in this regard.

In is commitment to CSR initiatives, the Company has been making available medical and education assistance to economically disadvantaged and socially weaker Sections of the society. In addition, he Company independently carries out a variety of social initiatives in the areas of education, healthcare and environment where it actively involves is employees.

As part of Prism''s focus on healthcare, vaccination camps, blood donation drives, general health and eye-check camps are regularly conducted for construction workers and their families and disadvantaged communities around is operational sites. Similarly, at certain locations close to the Company''s Rs. operations, school book distributions are carried out for the children of local residents. Apart from these, awareness programmes on health, safely and hygiene are also carried out from time-to-time for labourers.

DIRECTORS

Mr. Manoj Chhabra retired as Managing Director on August 24, 2013. Mr. Akshay Raheja resigned from the Board on July 24, 2013 and was appointed as Alternate to Mr. Saish Raheja. Mr. Saish Raheja has resigned from the Board of Directors of the Company on May 27, 2014 due to personal reasons. Consequently, Mr. Akshay Raheja, who was appointed as Alternate Director to him, has ceased to be a Director of the Company with effect from the same date. The Board wishes to place on record is appreciation of the valuable contributions made by Mr. Manoj Chhabra, Mr. Saish Raheja and Mr. Akshay Raheja during their respective tenures with the Company.

The Board of Directors has been broad based by the induction of Mr. S. Ramnah and Mr. V. M. Panicker as Additional Directors with effect from August 25, 2013. They hold office up to the date of the forhcoming Annual General Meeting. The Board, a is Meeting held on July 25, 2013, has also, subject to the requisite approvals, appointed Mr. S. Ramnah as Executive Director (Cement) and Mr. V. M. Panicker as Executive Director (RMC) of the Company for a period of three years with effect from August 25, 2013, upto terms and conditions mentioned in the Notice of the ensuing Annual General Meeting read with the Explanatory Statement there. The Company has received requisite Notices in writing from a member proposing Mr. S. Ramnah and Mr. V. M. Panicker for appointment as Executive Directors. The Board recommends their appointments.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Rajan Raheja retires by rotation a the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

The Companies Act, 2013 provides for appointment of independent Directors. Sub-Section (10) of Section 149 of the Companies Ac, 2013 (effective April 1, 2014) provides hat independent Directors shall hold office for a term of up to five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

The non-executive (independent) Directors were appointed as Directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Pursuant to Section 149 and Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. J. A. Brooks and Ms. Ameeta A. Parpia retire at the forthcoming Annual General Meeting of the Company and are eligible for appointment for a term of five consecutive years as Independent Directors in accordance with the Companies Act, 2013.

The Company has received declarations from Mr. Brooks and Ms. Parpia, Independent Directors of the Company confirming ha hey meet with the criteria of independence as prescribed both under sub-Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, relating to Directors'' Responsibility Statement, he Directors, to the best of their knowledge and belief and according o he information and explanations obtained by them, confirm that:

1. in preparation of the Annual Accounts for the year ended March 31, 2014, he applicable Accounting Standards have been followed and here has been no material departure;

2. hey have selected such accounting policies and applied hem consistently and made judgements and estimates ha are reasonable and prudent, so as to give a rue and fair view of the sae of affairs of the Company as on March 31, 2014 and of the loss of the Company for the year ended on that date;

3. hey have taken proper and sufficient care o he best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. hey have prepared he Accounts for the year ended March 31, 2014 on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant o he provisions of Section 217(2A) of the Companies Act, 1956 and he rules hereunder, the particulars are given in the statement which forms part of his Report. However, as per provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, he Directors'' Report is being sent to all the shareholders excluding he aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company''s Registered Office a Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION 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 217(1 )(e) of the Companies Ac, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure ''A'' forming part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Sock Exchanges, a separate Section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai, retire as Auditors at the forthcoming Annual General Meeting. The members will be required to appoint Auditors in terms of relevant provisions of the Companies Act, 2013 and fix their remuneration.

As required under the provisions of Section 139 and 141 of the Companies Ac, 2013, the Company has received written consent and certificate from M/s. G. M. Kapadia & Co., Chartered Accountants, proposing to be re-appointed as Auditors upto conclusion of the 26h Annual General Meeting of the Company, subject to ratification of the appointment by the members at every AGM, to the effect that heir re-appointment, if made, would be in conformity with the limits specified in the said Section.

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Ac, 1956 and he Rules hereunder, the Company''s Cost Records for the year ended March 31, 2014 are being audited by Cost Auditors, M/s. N. I. Metha & Co. The Cost Audit Report for the year ended March 31, 2013 was filed within he stipulated due date. The Board of Directors of the Company has, a is Meeting held on May 27, 2014, appointed M/s. N. I. Metha & Co. as he Cost Auditors for the year ending March 31,2015. The members will be required o ratify the appointment of the Cost Auditors in terms of relevant provisions of the Companies Act, 2013.

SUBSIDIARY AND JOINT VENTURE COMPANIES

During the year under review, the Company''s subsidiaries and join venture companies performed satisfactorily. Subsidiaries

- Raheja QBE General Insurance Company Limited

(RQBE), the general insurance subsidiary continued is modest growth making is presence in new markets during the year under review. RQBE booked a gross written premium of Rs. 31.63 crores and earned an investment income of Rs. 19.88 crores for the year ended March 31, 2014, as against a gross written premium of Rs. 28.37 crores and investment income of Rs. 18.65 crores for the year ended March 31, 2013. After requisite adjustments and tax provisions, he profit for the year ended March 31, 2014 was Rs. 6.42 crores as against profit of Rs. 9.15 crores for the previous year.

- Silica Ceramica Private Limited has had a subdued performance during the year ended March 31, 2014. However, he performance is expect to improve in the current year.

- H. & R. Johnson (India) TBK Limited, he wholly-owned subsidiary of he Company in the field of tile, bath and Kitchen retailing, has taken Further steps to increase its geographical coverage. During the year, is Join Venture - TBK Venkataramiah Tile Bah Kitchen Pvt. Ld., was converted into a 100% subsidiary. The Company through is Join Ventures, opened during the year, four House of Johnson showrooms in Solan, Lucknow, Varanasi and Ludhiana taking the total number of showrooms to 26 as at March 31, 2014.

- Milano Bathroom Fittings Private Limited, the wholly-owned subsidiary of the Company manufacturing bathroom fillings and accessories, has performed well during the year. Improved capacity utilisation a is Samba Unit has contributed to the growth of the company.

- Lifestyle Investments PVT Limited (LIPL), he erstwhile overseas wholly-owned subsidiary, sold its stake in Norcros Pic, a Company listed on the London Stock Exchange. During the year ended March 31, 2014, he Company received an amount of Rs. 131 crores as dividend on he equity shares held in LIPL. The Company wound-up LIPL during the year and received Rs. 0.10 crores towards return of equity capital.

- RMC Ready-mix Porselano (India) Limited is a wholly owned subsidiary of the Company.

Joint Ventures (JV)

- Ardex Endura (India) Private Limited (AEIPL), JV with the German group Ardex, which manufactures and markets tile adhesives, grouts, flooring, waterproofing and allied products has performed satisfactorily during the year. AEIPL has setup another manufacturing plant in Ramanagara District in Karnataka which has become operational during the year.

- Senini Cermica Private Limited, the mid-segment glazed floor tile JV Company in Andhra Pradesh, has performed satisfactorily during the year.

- Anique Marbonie Private Limited, the vitrified tile JV Company in Gujarat, has performed satisfactorily during the year. Is wholly-owned subsidiary - Antique Johnson Ceramic Private Limited was amalgamated for beer operational benefits during the year.

- Spectrum Johnson Tiles Private Limited, the mid segment wall tiles JV Company in Gujarat, has performed satisfactorily during the year.

- Small Johnson Floor Tiles Private Limited, the mid segment floor tiles JV Company in Gujarat, has performed satisfactorily during the year.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Shee, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Shee of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular.

The financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to the applicable Accounting Standard (AS - 21) issued by the Institute of Chartered Accountants of India, the Company has presented he consolidated financial statements which include the financial information relating to is subsidiaries and forms part of the Annual Report.

The Company shall provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 212 of the Companies Act, 1956 to the shareholders of the Company and he subsidiaries upto heir written request. These documents will also be available for inspection a he registered office of the Company and he registered offices of the respective subsidiary companies during working hours up o he date of the Annual General Meeting.

ACKNOWLEDGEMENTS

The Directors thank he shareholders, various Central and Sae Government departments/agencies, banks and other business associates for heir valuable service and continued support during the year under review. The Board also takes his opportunity to express is sincere appreciation of the contribution and dedicated work of all the employees of the Company.

For and on behalf of the Board of Directors

RAJESH G. KAPADIA

Chairman

Place : Mumbai

Date: May 27, 2014

Mar 31, 2013

To the Shareholders,

The Directors present the Twenty-first Annual Report together with the audited Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

2012-13 2011-12 Rs. Crores Rs. Crores

Sales of products and services 5,123.67 4,821.74

Other operating income 25.80 23.87

5,149.47 4,845.61

Less : Excise duty 381.00 340.90

Total Revenue from Operations 4,768.47 4,504.71

Other income 5.53 4.99

Total Revenue 4,774.00 4,509.70

Expenditure 4,858.61 4,552.89

Loss before exceptional items and Tax (84.61) (43.19)

Exceptional items 1.62 (2.80)

Loss before Tax (82.99) (45.99)

Tax expenses 23.51 15.98

Loss for the year (59.48) (30.01)

Add : Dividend on own shares held through Trust 0.62 -

Balance brought forward 445.54 531.80

Profit available for appropriation 386.68 501.79

Appropriations :

Transfer to Debenture Redemption Reserve 29.44 27.00

Dividend - 25.17

Distribution Tax on Dividend - 4.08

Balance carried to 357.24 445.54 Balance Sheet

OPERATIONS

The gross sales and other income for the year ended March 31, 2013 was Rs. 5,155.00 crores as against Rs. 4,850.60 crores for the previous year. The Company incurred a loss before tax of Rs. 82.99 crores and net loss of Rs. 59.48 crores during the year ended March 31, 2013 as against loss before tax of Rs. 45.99 crores and net loss of Rs. 30.01 crores during the year ended March 31, 2012, primarily due to depressed markets, increased power and fuel costs, higher freight charges and subdued realisations.

For the year ended March 31, 2013, the consolidated net loss of the Company and its subsidiary companies amounted to Rs. 62.47 crores as against a net loss of Rs. 18.44 crores for the previous year.

FINANCE

The Company has repaid loans of Rs. 491.71 crores during the year and tied-up fresh loans of Rs. 803.50 crores to finance, inter alia, its ongoing long term working capital and capital expenditure during the year. The total borrowings of the Company stood at Rs. 1,609.30 crores as on March 31, 2013.

The loans were used for the purpose that they were sanctioned for by the respective banks/financial institutions.

FIXED DEPOSITS

Out of the total 10,968 deposits of Rs. 37.01 crores from the public and the shareholders as at March 31, 2013, 418 deposits amounting to Rs. 0.89 crores had matured and had not been claimed as on that date. Since then, 19 of these deposits aggregating to Rs. 0.04 crores have been claimed.

During the year, the Company has transferred a sum of Rs. 0.05 crores to the Investor Education and Protection Fund in compliance with Section 205C of the Companies Act, 1956 which represents unclaimed fixed deposits and interest thereon.

DIRECTORS

The Board at its Meeting held on January 24, 2013 has, subject to the requisite approvals, re-appointed Mr. Vijay Aggarwal as Managing Director and Mr. Ganesh Kaskar as Executive Director of the Company for a period of three years with effect from March 3, 2013, upon terms and conditions mentioned at Item Nos. 6 and 7 read with the Explanatory Statement of the accompanying Notice of the ensuing Annual General Meeting.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh G. Kapadia, Mr. Akshay R. Raheja and Ms. Ameeta A. Parpia retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

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

The Company has received requisite approvals from the Central Government for excess remuneration of Rs. 6.54 crores paid to both the Managing Directors and the Executive Director of the Company, due to non-availability of profits for the year 2011-12.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, relating to Directors'' Responsibility Statement, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that :

1. in preparation of the Annual Accounts for the year ended March 31, 2013, the applicable Accounting Standards have been followed and there has been no material departure;

2. 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 on March 31, 2013 and of the loss of the Company for the year ended on that date;

3. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the accounts for the year ended March 31, 2013 on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 and the rules thereunder, the particulars are given in the statement which forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company''s Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure ''A'' forming part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

The Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Statutory Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Branch Auditors, M/s. Borkar & Muzumdar, Chartered Accountants, who retire at the conclusion of the ensuing Annual General Meeting, have sent a letter expressing their unwillingness to be re-appointed as Branch Auditors of the H & R Johnson (India) and RMC Readymix (India) Divisions of the Company. The audit for the said Divisions will henceforth be carried out by the Statutory Auditors of the Company.

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956 and the Rules thereunder, the Company''s Cost Records for the year ended March 31, 2013 are being audited/ reviewed by Cost Auditors, M/s. N. I. Mehta & Co. The Cost Audit Report for the year ended March 31, 2012 was filed within the stipulated due date.

SUBSIDIARY AND JOINT VENTURE COMPANIES

During the year under review, the Company''s subsidiaries and joint venture companies performed satisfactorily.

Subsidiaries

- Raheja QBE General Insurance Company Limited (RQBE), the general insurance subsidiary, continued its strategy of focusing on specialist lines and making its presence in new markets during the year under review. RQBE booked a gross written premium of Rs. 28.37 crores and earned an investment income of Rs. 18.65 crores for the year ended March 31, 2013. After requisite adjustments and tax provisions, the profit for the year ended March 31, 2013 was Rs. 9.15 crores.

- Silica Ceramica Private Limited has performed below expectations during the year on account of acute power shortage and non-availability of Natural Gas in Andhra Pradesh. During the year, the Company has increased its stake in this subsidiary from 97.5% to 97.8%.

- H. & R. Johnson (India) TBK Limited, the wholly- owned subsidiary of the Company in the field of tile, bath and kitchen retailing has taken further steps to increase its geographical coverage. Its joint ventures have opened House of Johnson showrooms in Hyderabad, Guntur, Warangal, Nagpur and Bellary during the year taking the total number of showrooms to 21 as at March 31, 2013.

- Milano Bathroom Fittings Private Limited (MBF), the wholly-owned subsidiary of the Company manufacturing bathroom fittings and accessories, has performed satisfactorily during the year. The Company has further subscribed to 10,000 equity shares of MBF at Rs. 600 each during the year under review.

- Lifestyle Investments PVT Limited (LIPL), an overseas wholly-owned subsidiary, received a dividend income of Â£ 751,276 from Norcros PLC during the year. LIPL redeemed 21,85,805 Class ''A'' Preference Shares and 6,14,195 Class ''B'' Preference Shares held by the Company during the year.

- RMC Readymix Porselano (India) Limited is a wholly-owned subsidiary of the Company. Joint Ventures (JV)

- Ardex Endura (India) Private Limited (AEIPL), JV with the German group Ardex which manufactures and markets tile adhesives, grouts, flooring, waterproofing and allied products has performed satisfactorily during the year. AEIPL is in the process of setting-up another manufacturing plant in Ramanagara District in Karnataka which is likely to be operational in FY 2014.

- Sentini Cermica Private Limited, the mid-segment glazed floor tile JV Company in Andhra Pradesh has performed satisfactorily during the year.

- Antique Marbonite Private Limited, the vitrified tile JV Company in Gujarat, has performed satisfactorily during the year. The JV''s wholly- owned subsidiary, Antique Minerals Private Limited, has set-up a manufacturing plant for engineered marble and quartz. The quartz plant was operationalised during the year.

- Spectrum Johnson Tiles Private Limited, the mid- segment wall tiles JV Company in Gujarat, has performed satisfactorily during the year.

- Small Johnson Floor Tiles Private Limited (SJFTPL), mid-segment floor tiles JV Company in Gujarat, has performed below expectations during the year on account of low capacity utilisation. SJFTPL is in the process of upgrading its product-mix towards more value-added products in line with market demand.

The financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to the applicable Accounting Standard (AS - 21) issued by the Institute of Chartered Accountants of India, the Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

The Company shall provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 212 of the Companies Act, 1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and the registered offices of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

ACKNOWLEDGEMENTS

The Directors thank the shareholders, various Central and State Government departments/agencies, banks and other business associates for their valuable service 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 of Directors

RAJESH G. KAPADIA

Chairman

Place : Mumbai

Date : May 9, 2013

Mar 31, 2012

The Directors present the Twentieth Annual Report together with the audited Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

2011-2012 2010-2011 Rs Crores Rs Crores

Sales of products and services 4,821.74 3,562.25

Other operating income 23.87 26.75

4,845.61 3,589.00

Less : Excise duty 340.90 201.70

Total Revenue from Operations 4,504.71 3,387.30

Other income 4.99 4.42

Total Revenue 4,509.70 3,391.72

Expenditure 4,552.89 3,262.02

Profit/(Loss) before exceptional items and tax (43.19) 129.70

Exceptional items (2.80) 0.96

Profit/(Loss) before tax (45.99) 130.66

Tax expenses 15.98 (34.87)

Profit/(Loss) after tax (30.01) 95.79

Add : Dividend on own shares held through Trust - 1.24

Balance brought forward 531.80 499.72

Profit available for appropriation 501.79 596.75

Appropriations :

Transfer to Debenture Redemption Reserve 27.00 6.25

Interim Dividend - 50.34

Proposed Dividend 25.17 -

Distribution Tax on Dividend 4.08 8.36

Balance carried to 445.54 531.80 Balance Sheet

APPROPRIATIONS

The Directors recommend a dividend of Rs 0.50 per share for the approval of the members. The total dividend outflow, if declared as above, for the year ended March 31, 2012 is Rs 29.25 Crores (including dividend distribution tax of Rs 4.08 Crores) as against Rs 58.70 Crores (including dividend distribution tax of Rs 8.36 Crores) in the previous year ended March 31, 2011. Dividend has been recommended out of the accumulated profits available for distribution. Post the proposed dividend and transfer to Debenture Redemption Reserve of Rs 27 Crores, an amount of Rs 445.54 Crores has been retained in the Profit and Loss Account.

OPERATIONS

The gross sales and other income for the year ended March 31, 2012 was Rs 4,850.60 Crores as against Rs 3,593.42 Crores for the previous year. The Company incurred a loss before tax of Rs 45.99 Crores and net loss of Rs 30.01 Crores during the year ended March 31, 2012 as against profit before tax of Rs 130.66 Crores and net profit of Rs 95.79 Crores during the year ended March 31, 2011, primarily due to higher interest expense, increased input costs and lower realisations.

For the year ended March 31, 2012, the consolidated net loss of the Company and its subsidiary companies amounted to Rs 18.44 Crores as against a net profit of Rs 104.95 Crores for the previous year.

FINANCE

During the year under review, the Company privately placed Secured Redeemable Non-convertible Debentures of Rs 225 Crores to fund, inter alia, its ongoing capital expenditure and long term working capital requirement. The Non-convertible Debentures (NCDs) are listed on The Bombay Stock Exchange Limited.

The Company has repaid loans of Rs 781.13 Crores during the year and tied-up fresh term loans of Rs 899.43 Crores (inclusive of NCDs of Rs 225 Crores) at competitive rates to finance its, long term working capital and inter alia, capital expenditure during the year. The total borrowings of the Company stood at Rs 1,295.89 Crores as on March 31, 2012.

The loans were used for the purpose that they were sanctioned for by the respective banks/financial institutions.

FIXED DEPOSIT

Out of the total 10,146 deposits of Rs 28.67 Crores from the public and the shareholders as at March 31, 2012, 573 deposits amounting to Rs 1.62 Crores had matured and had not been claimed as on that date. Since then, 305 of these deposits aggregating to Rs 0.89 Crores have been claimed.

During the year, the Company has transferred a sum of Rs 0.03 Crores to the Investor Education and Protection Fund in compliance with Section 205C of the Companies Act, 1956 which represents unclaimed fixed deposits and interest thereon.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajan B. Raheja, Mr. Satish B. Raheja and Mr. James Brooks retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

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

The Company is in the process of obtaining necessary approvals for waiver from recovery of excess remuneration paid to Mr. Manoj Chhabra and Mr. Vijay Aggarwal, Managing Directors and Mr. Ganesh Kaskar, Executive Director for the year ended March 31, 2012 due to non-availability of profits.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, relating to Directors'' Responsibility Statement, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that :

1. in preparation of the Annual Accounts for the year ended March 31, 2012, the applicable Accounting Standards have been followed and there has been no material departure;

2. 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 on March 31, 2012 and of the loss of the Company for the year ended on that date;

3. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the accounts for the year ended March 31, 2012 on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars are given in the statement which forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company''s Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure ''A'' forming part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

The Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Statutory Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Branch Auditors, M/s. Borkar & Muzumdar, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Branch Auditors has been received to the effect that their re-appointment, if made, as the Branch Auditors of the H & R Johnson (India) and RMC Readymix (India) Divisions of the Company would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956 and the Rules thereunder, the Company''s Cost Records for the year ended March 31, 2012 are being audited/ reviewed by Cost Auditors, M/s. N. I. Mehta & Co. The Cost Audit Report for the year ended March 31, 2011 was filed before the due date of September 30, 2011.

SUBSIDIARY AND JOINT VENTURE COMPANIES

During the year under review, the Company''s subsidiaries and joint venture companies performed satisfactorily.

Subsidiaries

- Raheja QBE General Insurance Company Limited (RQBE) : The general insurance subsidiary spread its operations to other major cities in the country and continued to introduce new products in the market during the year under review. RQBE booked a gross written premium of Rs 22.83 Crores and earned an investment income of Rs 16.11 Crores for the year ended March 31, 2012. After requisite adjustments and tax provisions, the profit for the year ended March 31, 2012 was Rs 5.80 Crores.

- Silica Ceramica Pvt. Limited : The Directors are pleased to report that Silica Ceramica Pvt. Limited (SCPL), performed satisfactorily during the year. The Company increased its stake in this Joint Venture from 92.6% to 97.5%. SCPL achieved 100% capacity installation, i.e. 27,500 m2 per day for manufacture of vitrified/glazed ceramic tiles with effect from March 25, 2012.

- H. & R. Johnson (India) TBK Limited : The

Directors are pleased to report that H. & R. Johnson (India) TBK Limited, the wholly-owned subsidiary of the Company in the field of tile, bath, and kitchen retailing has taken necessary steps to increase its geographical coverage. Its Joint Ventures (JV) have opened House of Johnson showrooms in Solapur, NOIDA and Chandigarh during the year, taking the total number of JVs to 14 with 16 showrooms.

- Milano Bathroom Fittings Pvt. Limited : The Directors are pleased to report that Milano Bathroom Fittings Pvt. Limited (MBF), the wholly-owned subsidiary of the Company manufacturing bathroom fittings and accessories, performed satisfactorily during the year. MBF put up a plant in Samba, Jammu & Kashmir, to manufacture bath fittings with a capacity of 3 lakh pieces per annum.

- Lifestyle Investments PVT Limited : Lifestyle Investments PVT Limited (LIPL) is an overseas wholly-owned subsidiary. During the year, LIPL received a dividend income of Â£656,288 from Norcros Plc., UK.

- RMC Readymix Porselano (India) Limited : is a wholly-owned subsidiary of the Company.

Joint Ventures (JV)

- Ardex Endura (India) Private Limited : The

Directors are pleased to report that Ardex Endura (India) Pvt. Ltd. (AEIPL), Joint Venture with the German group Ardex which manufactures and markets tile adhesives, grouts, flooring, waterproofing and allied products, performed satisfactorily during the year. AEIPL is in the process of setting-up another manufacturing plant in Ramanagara District in Karnataka which is likely to be operational by FY 2014.

- Sentini Cermica Pvt. Limited : The Directors are pleased to report that Sentini Cermica Pvt. Ltd, the mid-segment glazed floor tile JV Company in Andhra Pradesh performed satisfactorily during the year.

- Antique Marbonite Pvt. Limited : The Directors are pleased to report that Antique Marbonite Pvt. Ltd., the vitrified tile JV Company in Gujarat performed satisfactorily during the year. The JV''s wholly-owned subsidiary, Antique Johnson Ceramic Pvt. Limited, is in the process of setting-up a manufacturing plant for engineered marble and quartz. Quartz Plant is now operational and Marble Plant is likely to be completed in FY 2013.

- Spectrum Johnson Tiles Pvt. Limited : The Directors are pleased to report that Spectrum Johnson Tiles, mid-segment wall tiles JV Company in Gujarat, performed satisfactorily during the year.

- Small Tiles Pvt. Limited : The Company entered into a Joint Venture with Small Tiles Pvt. Limited and acquired a 50% stake in Small Tiles during the year. This Joint Venture manufactures glazed floor tiles and has a capacity of 2.3 million m2 per annum. The Joint Venture acquired a Company having a manufacturing plant of wall tiles and converted it to manufacture floor tiles of size 12" x 12" with a capacity of 2.6 million m2 per annum. The plant is now operational.

The financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to the applicable Accounting Standard (AS - 21) issued by the Institute of Chartered Accountants of India, the Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

The Company shall provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 212 of the Companies Act, 1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and the registered offices of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

ACKNOWLEDGEMENTS

The Board takes this opportunity to express its sincere appreciation of the contribution made by all the employees during challenging times. The Directors also thank the shareholders, various Central and State Government departments/agencies, banks and other business associates for their valuable service and support during the year under review.

For and on behalf of the Board of Directors

RAJESH G. KAPADIA

Chairman

Place : Mumbai

Date : May 10, 2012

Mar 31, 2011

The Directors present the Nineteenth Annual Report together with the audited Accounts of the Company for the year ended March 31,2011.

FINANCIAL RESULTS

2010-111 2009-10 Rs. Crores Rs. Crores

Sales 3,556.94 2,988.87

Less: Excise duty 201.70 150.89

Net Sales 3,355.24 2,837.98

Other income 36.48 21.27

3,391.72 2,859.25 Expenditure 3,042.99 2,339.42

Profit before finance charges, depreciation, tax and exceptional items 348.73 519.83

Finance and other charges 105.73 52.86

Profit before depreciation, tax and exceptional items 243.00 466.97

Depreciation and amortisation 113.30 89.85

Profit before tax and exceptional items 129.70 377.12

Add: Exceptional items 0.96 (18.87) Profit before tax 130.66 358.25

Provision for tax (including fringe benefit tax) (34.87) (107.20)

Profit after tax 95.79 251.05

Add : Dividend on own shares held through Trust 1.24 1.85

Add : Balance brought forward 499.72 358.40

Add : Surplus brought forward on

Amalgamation - 48.49

Profit available for appropriation 596.75 659.79

Appropriations:

Transfer to General Reserve - (26.00)

Transfer to Capital

Redemption Reserve - (10.75)

Transfer to Debenture

Redemption Reserve (6.25) -

Preference Dividend - (0.08) Interim Dividend (50.34) (105.33) Distribution Tax on Dividend (8.36) (17.91)

Balance carried to Balance Sheet 531.80 499.72

DIVIDEND

During the year, the Company has paid an interim dividend of Rs.1.00 per equity share of Rs. 10/- each. The Board of Directors has recommended that the interim dividend be treated as final dividend for the year ended March 31, 2011. The total dividend outflow for the year ended March 31, 2011 is Rs. 58.70 crores (including dividend distribution tax of Rs. 8.36 crores) as against Rs. 123.23 crores (including dividend distribution tax of Rs. 17.90 crores) in the previous year ended March 31, 2010.

OPERATIONS

The gross sales and other income for the year ended March 31,2011 was Rs. 3,593.42 crores as against Rs. 3,010.14 crores for the previous year. The Company earned a profit before tax of Rs. 130.66 crores and net profit of Rs. 95.79 crores during the year ended March 31, 2011 as against profit before tax of Rs. 358.25 crores and net profit of Rs. 251.05 crores during the year ended March 31, 2010.

FINANCE

During the year under review, the Company privately placed Secured Redeemable Non-convertible Debentures of Rs. 100 crores and Unsecured Redeemable Non-convertible Debentures of Rs. 50 crores to fund its ongoing capital expenditure. The Non-convertible Debentures (NCDs) are listed on The Bombay Stock Exchange Limited.

The Company has repaid loans of Rs. 259.04 crores during the year and tied up term loans of Rs. 623.89 crores (inclusive of NCDs of Rs. 150 crores) to finance its long term working capital/capital expenditure during the year. The total borrowings of the Company stood at Rs. 1,169.84 crores as on March 31, 2011.

The loans were used for the purpose that they were sanctioned for by the respective banks/financial institutions.

FIXED DEPOSIT

Out of the total 10,267 deposits of Rs. 27.38 crores from the public and the shareholders as at March 31, 2011, 479 deposits amounting to Rs. 0.92 crores had matured and had not been claimed as on that date. Since then, 60 of these deposits aggregating to Rs. 0.11 crores have been claimed.

During the year, the Company has transferred a sum of Rs. 0.03 crores to the Investor Education and Protection Fund in compliance with Section 205C of the Companies Act, 1956 which represents unclaimed fixed deposits and interest thereon.

DIRECTORS

Mr. Manoj Chhabra holds office as Managing Director of the Company upto August 24, 2011. Subject to the requisite approvals, the Board at its Meeting held on April 29, 2011, has re-appointed Mr. Chhabra as Managing Director of the Company for a period of two years with effect from August 25, 2011, upon terms and conditions mentioned at Item No. 8 read with the Explanatory Statement of the accompanying Notice of the ensuing Annual General Meeting.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh G. Kapadia, Mr. Akshay R. Raheja and Ms. Ameeta A. Parpia retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, relating to Directors Responsibility Statement, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

1. in preparation of the Annual Accounts for the year ended March 31, 2011, the applicable Accounting Standards have been followed and there has been no material departure;

2. 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 on March 31,2011 and of the profit of the Company for the year ended on that date;

3. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the accounts for the year ended March 31, 2011 on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars are given in the statement which forms part of this Report. However, as per provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Companys

Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure A forming part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

The Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Statutory Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956.

The Branch Auditors, M/s. Borkar & Muzumdar, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Branch Auditors has been received to the effect that their re-appointment, if made, as the Branch Auditors of the H & R Johnson (India) and RMC Readymix (India) Divisions of the Company would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956.

As per the requirement of the Central Government and pursuant to Section 233 B of the Companies Act, 1956, the Companys Cost Records in respect of cement for the year ended March 31, 2011 are being audited by Cost Auditors, M/s. N. I. Mehta & Co. The Cost Audit Report for the year ended March 31, 2010 required to be filed on or before September 30,2010, was filed on September 27,2010.

SUBSIDIARY AND JOINT VENTURE COMPANIES

During the year under review the Companys subsidiaries and joint venture companies performed satisfactorily.

Subsidiaries

- Raheja QBE General Insurance Company Limited (RQBE), the general insurance subsidiary introduced significant number of liability products including other general insurance policies during the year. RQBE booked a gross written premium of Rs. 8.80 crores and earned an investment income of Rs. 12.36 crores for the year ended March 31, 2011. After requisite adjustments and tax provisions, the loss for the year under review was Rs. 7.27 crores.

- Silica Ceramica Pvt. Limited (SCPL) has performed satisfactorily during the year. The Company increased its stake in the subsidiary from 65.7% to 92.6% during the year under review. SCPL has increased its capacity from 7,500 m2 per day to 16,500 m2 per day in April 2011. The enhanced capacity would enable it to manufacture value-added, multi-coloured vitrified tiles and is likely to be commissioned by Ql of FY 2011-12. Subsequent upgrade to manufacture value-added products is likely to be completed by Q2 of FY 2011- 12. A further capacity expansion for the plant is in progress to increase the capacity by 9,000 m2 per day. This further expansion is likely to be completed by Q4 of FY 2011-12 and would increase the plant capacity to 25,500 m2 per day.

H. & R. Johnson (India) TBK Limited, the wholly-owned subsidiary of the Company in the field of tile, bath and kitchen retailing has taken necessary steps to increase its geographical coverage. Its Joint Ventures have opened House of Johnson showrooms in Mumbai, Pune and Bangalore during the year taking the total number of JVs to 11 with 13 showrooms.

- During the year, the Company acquired the remaining 50% stake in Milano Bathroom Fittings Pvt. Limited (MBF). Post acquisition, MBF has become a wholly-owned subsidiary of the Company. MBF has a manufacturing plant in Baddi, Himachal Pradesh. The plants capacity has been increased from 3 lakh pieces per annum to 6 lakh pieces per annum in March 2011. It is now putting-up a plant in Jammu to manufacture bath fittings with a capacity of 6 lakh pieces per annum which is likely to be operational by Q4 of FY 2011- 12.

- Lifestyle Investments Pvt Limited (LIPL) is an overseas wholly-owned subsidiary. During the year, LIPL received a dividend income of Â£ 2,07,249 from its investment in Norcros Pic.

- RMC Readymix Porselano (India) Limited (erstwhile Porselano Tiles Limited) is a wholly-owned subsidiary of the Company.

Toint Ventures (TV)

- Ardex Endura (India) Pvt. Ltd., the Joint Venture with the German group Ardex, has performed satisfactorily during the year.

- Sentini Ceramica Pvt. Ltd., the mid-segment glazed floor tile JV Company in Andhra Pradesh has performed satisfactorily during the year.

- Antique Marbonite Pvt.- Ltd., the vitrified tile JV Company in Gujarat has performed satisfactorily during the year. The JV is setting-up a Plant to manufacture Quartz and Agglomerated marble which is slated to commence production by Q4 of FY 2011-12.

- Spectrum Johnson Tiles Pvt. Ltd., the mid-segment wall tiles JV Company in Gujarat, has performed satisfactorily. The JV is putting up a floor tile manufacturing facility which would be operational by Ql of FY 2012-13.

The financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standard (AS - 21) issued by the Institute of Chartered Accountants of India, the Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

The Company shall provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 212 of the Companies Act, 1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and the registered offices of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS - 21, AS - 23 and AS - 27) issued by the Institute of Chartered Accountants of India.

For the year ended March 31, 2011, the consolidated net profit of the Company and its subsidiary companies amounted to Rs. 104.95 crores as compared to Rs. 95.79 crores for the Company on a standalone basis.

ACKNOWLEDGEMENTS

The Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all the employees towards the overall performance of the Company. The Directors also thank the shareholders, various Central and State Government departments/ agencies, banks and other business associates for their valuable service and support during the year under review.

For and on behalf of the Board of Directors

RAJESH G. KAPADIA Chairman

Place : Mumbai

Date : April 29, 2011

Mar 31, 2010

The Directors present the Eighteenth Annual Report together with the audited Accounts of the Company for the year ended March 31, 2010.

OPERATING RESULTS

2009-10 2008-09 (12 months) (9 months) Rs. Crores Rs. Crores

Sales 2988.87 741.52

Less: Excise duly 150.89 94.17

Net Sales 2837.98 647.35

Other income 22.05 9.69

2860.03 657.04

Expenditure 2340.54 477.21 Profit before linance charges, depreciation, tax and exceptional items 519.49 179.83

Finance and other charges 52.52 3.54 Profit before depreciation,

tax and exceptional items 466. 97 176.29

Depreciation 89.85 24.31

Profit before tax and exceptional items 377.12 151.98

Exceptional items 18.87 --

Profit before tax 358.25 151.98

Provision for tax (including fringe benefit tax) (107.20) (55.75)

Profit after tax 251.05 96.23

Add : Dividend on own shares held through Trust 1.85 -

Add : Surplus brought forward 358.40 319.52

Add : Surplus on Amalgamation 48.49 -

Profit available for appropriation 659.79 415.75

Appropriation: Transfer to General

Reserve 26.00 5.00

Transfer to Capital Redemption Reserve 10.75 --

Preference Dividend 0.08 -

Interim Dividend 105.33 29.83

Proposed Dividend -- 14.92

Tax on Dividend 17.91 7.60

Surplus carried to Balance Sheet 499.72 358.40

The Scheme of Amalgamation ("the Scheme") of H. & R. Johnson (India) Limited and RMC Readymix (India) Private Limited (Transferor Companies) with the Company was sanctioned by the Honble High Courts of Judicature at Bombay and Andhra Pradesh on January 22, 2010 and February 4, 2010, respectively. The Scheme became effective on March 3, 2010 and is operative from April 1, 2009, the appointed date fixed in the sanctioned Scheme. Pursuant to the Orders, the entire undertaking and business of the Transferor Companies, as going concerns, stood transferred and became vested with the Company. Previous period figures are for nine months, while the current year figures include operations of the Transferor Companies consequent to the amalgamation. The current year figures are, therefore, not comparable with previous period.

DIVIDEND

During the year, the Company has paid an aggregate interim dividend of Rs. 2.50 per equity share of Rs. 10/- each. The Board of Directors has recommended that the interim dividend be treated as final dividend for the year ended March 31, 2010. The total dividend outflow for the year ended March 31, 2010 is Rs. 123.23 crores (including dividend distribution tax of Rs. 17.90 crores) as against Rs. 52.35 crores (including dividend distribution tax of Rs. 7.60 crores) in the previous period ended March 31, 2009.

Preference dividend of Rs. 0.09 crores (including dividend distribution tax of Rs. 0.01 crores) was paid to the shareholders of the erstwhile H. & R. Johnson (India) Limited on the preference shares which were fully redeemed during the year.

OPERATIONS

The gross sales and other income for the year ended March 31, 2010 was Rs. 3,010.92 crores. The profit before tax was Rs. 358.25 crores and the net profit was Rs. 251.05 crores.

CAPITAL & FINANCE

Pursuant to the Scheme, the Company has issued and allotted 20,51,06,580 equity shares of the Company, of the face value of Rs. 10/- each, to each of the members of H. & R. Johnson (India) Limited and RMC Readymix (India) Private Limited. Out of the said allotment, 1,23,51,600 equity shares were allotted to the Prism Trust, set up pursuant to the Scheme for the benefit of the Company, against the equity shares held by H. & R. Johnson (India) Limited in the paid-up capital of RMC Readymix (India) Private Limited.

Upon the Scheme becoming effective, the issued, subscribed and paid-up equity share capital of the Company post allotment of shares as aforesaid stands at Rs. 503.36 crores comprising of 50,33,56,580 equity shares of Rs. 10/- each fully paid-up and the Authorised Capital stands at Rs. 525 crores comprising of 50,50,00,000 equity shares of Rs. 10/- each and 2,00,00,000 preference shares of Rs. 10/- each.

During the year under review, the Company tied up term loans to finance its ongoing capital expenditure and the total borrowings of the Company stood at Rs. 801.57 crores as on March 31, 2010.

FIXED DEPOSIT

Out of the total 12,290 deposits of Rs. 32.45 crores from the public and the shareholders as at March 31, 2010, 532 deposits amounting to Rs. 0.97 crores had matured and had not been claimed as on that date. Since then, 312 of these deposits aggregating to Rs. 0.70 crores have been claimed.

During the year, the Company has transferred a sum of Rs. 0.02 crores to the Investor Education and Protection Fund in compliance with Section 205C of the Companies Act, 1956 which represents unclaimed fixed deposits.

DIRECTORS

Mr. Aziz H. Parpia resigned from the Board on May 5, 2010. The Board wishes to place on record its appreciation of the valuable contributions made by Mr. Parpia during his tenure as Director of the Company.

The Board of Directors has been broad based by the induction of Mr. James Arthur Brooks, Mr. Vijay Aggarwal and Mr. Ganesh Kaskar as Additional Directors with effect from March 3, 2010. Ms. Ameeta A. Parpia was appointed as Additional Director with effect from May 5, 2010. They hold office up to the date of the forthcoming Annual General Meeting. In this connection, your attention is drawn to the relevant items of the accompanying Notice of the Annual General Meeting. The Board recommends their appointments.

Mr. Vijay Aggarwal was appointed as Managing Director and Mr. Ganesh Kaskar was appointed as Executive Director of the Company for a period of three years with effect from March 3, 2010. The said appointments were approved by the shareholders at the Extra-ordinary General Meeting of the Company held on April 6, 2010.

Mr. Vijay Aggarwal ceased to be an Alternate Director effective from March 2, 2010.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajan B. Raheja and Mr. Satish B. Raheja retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2 A A) of the Companies Act, 1956, relating to Directors Responsibility Statement, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

1. in preparation of the Annual Accounts for the year ended March 31, 2010, the applicable Accounting Standards have been followed and there has been no material departure;

2. 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 on March 31,2010 and of the profit of the Company for the year ended on that date;

3. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the accounts for the year ended March 31, 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars are given in the statement which forms part of this Report. However, as per provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Companys Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure A forming part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

The Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956.

The Board, on the recommendation of the Audit Committee, has also proposed that M/s. Borkar & Muzumdar, Chartered Accountants, be appointed as the Branch Auditors of H & R Johnson (India) and RMC Readymix (India) Divisions of the Company.

As per the requirement of the Central Government and pursuant to Section 233 B of the Companies Act, 1956, the Companys Cost Records in respect of cement for the year ended March 31, 2010 are being audited by Cost Auditors, M/s. N. I. Mehta & Co.

SUBSIDIARY AND JOINT VENTURE COMPANIES

Pursuant to the Scheme, the subsidiaries and joint venture companies of the erstwhile H. & R. Johnson (India) Limited have come under the fold of the Company. During the year under review the Companys subsidiaries and joint venture companies performed satisfactorily.

Subsidiaries

- Raheja QBE General Insurance Company Limited, the insurance JV Company with QBE Holdings (AAP) Pty Ltd., is in growing stage and has introduced significant number of liability products including other general insurance policies approved by the IRDA during the year.

- Silica Ceramica Private Limited, the vitrified tile Company in Andhra Pradesh, has completed one full year of manufacturing operations and has been running at a utilisation level of over 90% since the last quarter of the year under review. During the year, the Company increased its stake in the Joint Venture from 50% to 65.7%.

- H. & R. Johnson (India) TBK Limited, the wholly owned subsidiary of the Company in the field of tile, batii and kitchen retailing has taken necessary steps to increase its geographical coverage. The Company is .going through a learning curve and based on its initial learning has modified its business model for further scale-up.

- Lifestyle Investments Private Limited (LIPL) is an overseas wholly owned subsidiary. LIPL issued 60,05,000 preference shares of 1 GBP each and redeemed 53,45,884 preference shares of 1 GBP during the year.

- Porselano Tiles Limited, the wholly owned subsidiary of the Company, is yet to commence business.

Joint Ventures (JV)

- Ardex Endura (India) Private Limited, the JV with the German group Ardex, completed one full year of successful operations of its second plant at Vadodara.

- Sentini Cermica Private limited, the mid-segment glazed floor tile JV Company in Andhra Pradesh has been consistently operating at full capacity.

- Antique Granito Private Limited, the vitrified tile JV Company in Gujarat has installed and commissioned a new Multi-Colour charging system (Magic Brush) enabling the plant to manufacture value-added, full-body effect products. During the year, Antique Granito Private Limited has acquired a 50% stake in Umiya Ceramics Private Limited. Umiya Ceramics has an installed capacity of 7.26 million m2 per annum of ceramic vitrified tiles at Gujarat.

- Milano Bathroom Fittings Private Limited, the bath fittings JV at Baddi, Himachal Pradesh, has been consistently operating at full capacity.

- Spectrum Tiles Private Limited, the mid-segment wall tiles JV Company in Gujarat, has performed satisfactorily.

The Company has received the exemption from the Central Government under Section 212(8) of the Companies Act, 1956, from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the subsidiary companies and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached herewith. However, the financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standard (AS - 21) issued by the Institute of Chartered Accountants of India, the Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

The Company shall provide a copy of the Annual Report and other documents of its subsidiary companies as required under Section 212 of the Companies Act, 1956 to the shareholders upon their written request. These documents will also be available for inspection at the registered office of the Company and the registered offices of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS - 21, AS - 23 and AS - 27) issued by the Institute of Chartered Accountants of India.

For the year ended March 31, 2010, the consolidated net profit of the Company and its subsidiary companies amounted to Rs. 259.78 crores as compared to Rs. 251.05 crores for the Company on a stand alone basis.

ACKNOWLEDGEMENTS

The Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all the employees towards the overall performance of the Company. The Directors also thank the shareholders, various Central and State Government departments/agencies, banks and other business associates for their valuable service and support during the year under review.

For and on behalf of the Board of Directors

RAJESH G. KAPADIA

Chairman

Place : Mumbai Date : May 5, 2010

Mar 31, 2009

The Directors present the Seventeenth Annual Report together with the audited Accounts of the Company for the nine months ended March 31, 2009.

OPERATING RESULTS

The Board of Directors has decided to adopt a twelve month financial period from 1st April to 31st March each year as against 1st July to 30th June in the earlier years. Consequently, the operating results have been drawn up for the nine month period from 1st July 2008 to 31st March 2009.

2008-09 2007-08 (Nine (Twelve months) months) Rs. Crores Rs. Crores

Sales 721.41 1019.75

Less : Excise duty 94.17 143.30

Net Sales 627.24 876.45

Other income 9.93 15.92

637.17 892.37

Expenditure 457.34 539.88

Profit before finance charges, depreciation and tax 179.83 352.49

Finance charges 3.54 3.83

Profit before depreciation and tax 176.29 348.66

Depreciation 24.31 31.93

Profit before tax 151.98 316.73

Provision for current tax (61.24) (80.41)

Provision for fringe benefit tax (0.51) (0.40)

Deferred tax 6.00 5.71

Profit after tax 96.23 241.63

Add : Surplus brought forward 319.52 112.97 Less : Transitional adjustment for AS-15 - 0.18

Profit available for appropriations 415.75 354.42

Appropriation :

Transfer to General Reserve 5.00 -

Proposed Dividend 14.92 -

Interim Dividend 29.83 29.83

Dividend distribution tax 7.60 5.07

Surplus carried to _ _

Balance Sheet 358.40 319.52

DIVIDEND

During the period under review, the Company has paid an Interim Dividend of Re. 1/- per equity share of Rs. 10/ - each aggregating to an amount of Rs. 34.90 crores (including dividend distribution tax of Rs 5.07 crores). In addition, the Board of Directors has recommended a final dividend of Re. 0.50 per share. The aggregate dividend for the period ended March 31, 2009 would amount to Rs. 1.50 per share as against Re. 1/- per share paid for the previous year ended June 30, 2008.

This would result in a total dividend outflow of Rs. 52.35 crores (including dividend distribution tax of Rs. 7.60 crores) for the nine month period as against Rs. 34.90 crores (including dividend distribution tax of Rs. 5.07 crores) in the previous year.

OPERATIONS

During the period under review, the Company produced 17.44 lakh tonnes of clinker and 18.61 lakh tonnes of cement. The sale of cement and clinker was 22.88 lakh tonnes during the same period. For the nine month period ended March 31, 2009 the profit before tax was Rs. 151.98 crores and net profit was Rs. 96.23 crores.

EXPANSIONS

The Company has plans to augment its cement capacity in the coming years. The Company is in the process of setting up another cement plant adjoining the present plant location at Satna with a proposed cement capacity of 3.6 MTPA. Orders for its core plant and machinery have already been placed. Civil and other allied work has already commenced. The Company endeavours to commence commercial production in the last quarter of 2010.

The Company also has plans to set up a cement plant in the Kurnool District of Andhra Pradesh with a cement capacity of 4.8 MTPA. The environmental clearance has already been obtained and about 85% of land under the mining lease has been acquired. The mines development work has already commenced. The Company is awaiting certain clearances from the State Government after which further activity shall take place.

The Company has been allotted a Coal Block in the Chhindwara District of Madhya Pradesh. The Mining Plan has been approved by the Central Government and the Company is awaiting clearance from the Ministry of Environment & Forests.

FINANCE

The Company continues to be debt-free. The Companys major investments are in Mutual Fund Liquid schemes. The aggregate amount of investments in the schemes as on March 31, 2009 stood at Rs. 55.80 crores. During the period under review, the Company has invested Rs. 145.78 crores in Raheja QBE General Insurance Company Limited, taking the total investment to Rs. 153.18 crores (including Rs. 5.18 crores as share application money), which represents 74% of its share in the subsidiary.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh G. Kapadia and Mr. Akshay R. Raheja retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

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

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, relating to Directors Responsibility Statement, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

1. in preparation of the Annual Accounts for the nine month period ended March 31,2009, the applicable Accounting Standards have been followed and there has been no material departure;

2. 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 on March 31, 2009 and of the profit of the Company for the nine month period ended on that date;

3. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the accounts for the nine month period ended March 31, 2009 on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars are given in the statement which forms part of this Report. However, as per provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Companys Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure forming part of this Report. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock

Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956.

As per the requirement of the Central Government and pursuant to Section 233 B of the Companies Act, 1956, the Companys Cost Records in respect of cement for the nine months ended March 31, 2009 are being audited by Cost Auditors, M/s. N. I. Mehta & Co. SUBSIDIARY

During the period under review, the subsidiary M/s. Raheja QBE General Insurance Company Limited (RQBE) was granted the Certificate of Registration for carrying out general insurance business by the Insurance Regulatory and Development Authority (IRDA) in December 2008. RQBE is planning to launch its products in the current financial year.

As required under section 212 of the Companies Act, 1956 the audited accounts alongwith the report of the Board of Directors relating to the subsidiary company Raheja QBE General Insurance Company Limited and the Auditors Report thereon are attached. CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statements have been prepared in accordance with the requirements of the Accounting Standard (AS) 21, Consolidated Financial Statements and Accounting Standard (AS) 23, Accounting for Investments in Associates in Consolidated Financial Statements issued by the Institute of Chartered Accountants of India.

For the nine months ended March 31, 2009, the consolidated net profit of the Company and its subsidiary company amounted to Rs. 92.05 crores as compared to Rs. 96.23 crores for the Company on a stand alone basis. ACKNOWLEDGEMENTS

The Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all the employees towards the overall performance of the Company. The Directors also thank the shareholders, various Central and State Government departments/ agencies, banks and other business associates for their valuable service and support during the period under review.

For and on behalf of the Board of Directors

RAJESH G. KAPADIA Chairman Place : Mumbai Date : April 14, 2009

Jun 30, 2008

The Directors present the Sixteenth Annual Report together with the audited Accounts of the Company for the year ended June 30, 2008.

OPERATING RESULTS

The financial performance of the Company for the year ended June 30, 2008 is given below : 2007-08 2006-07 Rs. Crores Rs. Crores

Sales 1019.75 883.48 Less : Excise duty 143.30 116.68 Net Sales 876.45 766.80 Other income 15.92 4.45 892.37 771.25 Expenditure 539.88 436.58 Profit before finance charges & depreciation / amortisation 352.49 334.67 Finance charges 33.83 6.61 Profit before depreciation/ amortisation 348.66 328.06 Depreciation & Amortisation 31.93 340.0 Profit before tax 316.73 294.06 Provision for current tax (80.41) (34.13) Provision for fringe benefit tax 0.40 0.29 Deferred tax 5.71 6.87 Profit after tax 241.63 192.77 Add : Surplus / (Deficit) brought forward 112.97 44.90 Less : Transitional adjustment for AS-15 0.18 - Profit available for appropriation 354.42 147.87

Appropriation: Dividend (29.83) (29.83) Tax on Dividend 5.07 5.07 Surplus carried to Balance Sheet 319.52 112.97

DIVIDEND

For the year under review, the Company paid an Interim Dividend of Re. 1/- per equity share of Rs 10/-each, aggregating an amount of Rs. 34.90 crores (including corporate dividend tax of Rs 5.07 crores). The Board of Directors has recommended that the interim dividend be treated as final dividend for the year ended June 30, 2008.

OPERATIONS

During the year, production of clinker and cement increased by 5.45% and 9.20%, respectively. Sustained focus on productivity and margins continued to yield positive results. The EBIDTA, including other income, for the year ended 30.6.2008 was Rs. 352.49 crores as against an EBIDTA of Rs. 334.67 crores for the previous year. After expenses and provisions for taxes, the net profit for the year under review was Rs. 241.63 crores as against Rs. 192.77 for the previous year, registering an increase of 25%.

The Companys plan, for an increase in cement capacity to 10 million tonnes by 2011, through its brown field expansion at Satna - Unit II and greenfield plant at Andhra Pradesh, is making headway. The Company has frozen the technical specifications for the brownfield expansion at Satna and the orders for the major equipment will be placed in due course. For its greenfield unit at Kurnool District, Andhra Pradesh, the Company has acquired most of the land for its mining operations. The Company has been allotted a coal block in Chindwara District of Madhya Pradesh. The mining plans have been submitted to the concerned authorities for requisite approvals.

FINANCE

The Company continues to be debt-free. The Company has invested its temporary surplus funds in Liquid schemes of Mutual Funds. The outstanding amount of investments in Mutual Funds as on June 30, 2008 stood at Rs. 251.35 crores. The expansion/new projects will be met by prudent finance management, careful planning of resources and minimum debt.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajan B. Raheja and Mr. Aziz H. Parpia retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re- appointment.

Mr. M. Chhabraholds office as Managing Director of the Company upto August 24, 2008. Subject to the requisite approvals, the Board at its Meeting held on July 3, 2008, has re-appointed Mr. M. Chhabra as Managing Director of the Company for a period of three years with effect from August 25, 2008, upon terms and conditions mentioned at Item No. 6 read with the explanatory statement of the accompanying Notice of the ensuing Annual General Meeting.

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, relating to Directors Responsibility Statement, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

1. in preparation of the Annual Accounts for the year ended June 30, 2008, the applicable Accounting Standards have been followed and there has been no material departure;

2. 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 on June 30, 2008 and of the profit of the Company for the year ended on that date;

3. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the accounts for the year ended June 30, 2008 on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars are given in the statement which forms part of this Report. However, as per provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Companys Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure forming part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDIT

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Auditors has been received to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956.

As per the requirement of the Central Government and pursuant to Section 233 B of the Companies Act, 1956, the Companys Cost Records in respect of cement for the year ended June 30, 2008 are being audited by Cost Auditors, M/s. N. I. Mehta & Co.

The Company has appointed M/s. Natvarlal Vepari & Co., Chartered Accountants, as the Internal Auditors of the Company during the year under review, in place of the retiring Internal Auditors, M/s. Borkar & Muzumdar.

SUBSIDIARY

During the year under review, the Company has made a strategic investment in Raheja QBE General Insurance Company Limited for a 74% stake by virtue of which it has become a subsidiary of the Company. The Companys investment in the subsidiary as on June 30, 2008 stood at Rs. 7.40 crores. The subsidiary is awaiting the requisite approvals for commencement of business.

As required under section 212 of the Companies Act, 1956 the audited accounts alongwith the report of the Board of Directors relating to the subsidiary Raheja QBE General Insurance Company Limited and the Auditors Report thereon are attached.

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statements have been prepared in accordance with the requirements of the Accounting Standard (AS) 21, Consolidated Financial Statements and Accounting Standard (AS) 23, Accounting for Investments in Associates in Consolidated Financial Statements issued by the Institute of Chartered Accountants of India.

The consolidated net profit of the Company and its subsidiary amounted to Rs. 239 crores for the year ended June 30, 2008 as compared to Rs. 241.63 crores for the Company.

ACKNOWLEDGEMENTS

The Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all the employees towards the overall performance of the Company. The Directors also thank the shareholders, various Central and State Government departments/ agencies, banks and other business associates for their valuable service and support during the year.

For and on behalf of the Board of Directors

RAJAN B. RAHEJA Chairman

Place: Mumbai Date : July 3, 2008

Jun 30, 2007

The Directors present the Fifteenth Annual Report together with the audited Accounts of the Company for the year ended June 30, 2007.

OPERATING RESULTS

The financial performance of the Company for the year ended June 30, 2007 is given below :

2006-07 2005-06 Rs. Crores Rs. Crores Sales 883.48 678.18 Less : Excise duty 116.68 106.44 Net Sales 766.80 571.74 Other income 4.42 2.09 771.22 573.83 Expenditure 436.75 420.84 Operating Profit 334.47 152.99 Exchange gain/(loss) on restatement of foreign currency loans 0.20 (3.96) Profit before finance charges & depreciation / amortisation 334.67 149.03 Finance charges 6.61 25,34 Profit before depreciation/ amortisation 328.06 123.69 Depreciation 31.87 30.73 Amortisation 2.13 2.31 Profit before tax 294.06 90.65 Provision for current tax (34.13) (9.06) Provision for fringe benefit tax (0.29) (0.33) Deferred tax (66.87) (19.18) Profit after tax 192.77 62.08 Less : Deficit brought forward 44.90 106.98 Profit available for appropriation 147.87 (44.90) Appropriation : Proposed Dividend (29.83) Tax on Dividend (5.07) Surplus / (Deficit) carried to _ Balance Sheet 112.97 (44.90)

DIVIDEND

The Directors are pleased to recommend for approval of the shareholders, a maiden dividend of 10% (Re.l/- per Equity Share of Rs. 10/- each) for the year ended June 30, 2007. The dividend, if declared and approved as above, would result in cash outflow of Rs. 34.90 crores including tax on dividend of Rs. 5.07 crores.

OPERATIONS

The improvement in the operating results continued during the year under review which is reflected in the financial results. The net sales of the Company for the year under review increased to Rs. 766.80 crores as compared to Rs. 571.74 crores in the previous year, registering a growth of 34 %. The operating profit grew by 119 %, from Rs. 152.99 crores in the previous year to Rs. 334.47 crores in the year under review. The net profit registered a growth of 211 % over the previous year.

After payout of dividend, as recommended by the Board and tax thereon, the balance carried forward in the P & L account is Rs. 112.97 crores.

FINANCE

The continuous emphasis on efficient fund management coupled with the stable operations and growth in cement demand during the past couple of years has enabled the Company to wipe out the balance accumulated losses of Rs. 44.90 crores and repay its entire outstanding debt of Rs. 107.93 crores during the year under review. As a consequence thereof, finance charges reduced from Rs. 25.34 crores during the year ended June 30, 2006 to Rs. 6.61 crores during the year under review.

DIRECTORS

Mr. K. Swaminathan, nominee of ICICI Bank Limited, resigned from the Board on August 2, 2006. Mr. Ramen Raymandal joined the Board of Directors on August 2, 2006 as a nominee in place of Mr. K. Swaminathan. He resigned from the Board on December 14, 2006. The Board wishes to place on record its appreciation of the contributions made by Mr. K. Swaminathan and Mr. Ramen Raymandal during their respective tenures as Director of the Company.

Mr. Akshay R. Raheja was appointed as Additional Director by the Board at its meeting held on October 30, 2006. Mr. Akshay Raheja holds office upto the date of the forthcoming Annual General Meeting. In this connection, your attention is drawn to Item No. 6 of the accompanying Notice of the Annual General Meeting.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh G. Kapadia and Mr. Satish B. Raheja retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

As required, the requisite details of Directors seeking appointment / re-appointment are included in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, relating to Directors Responsibility Statement, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

1. in preparation of the Annual Accounts for the year ended June 30, 2007, the applicable Accounting Standards have been followed and there has been no material departure;

2. 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 on June 30, 2007 and of the profit of the Company for the year ended on that date;

3. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the accounts for the year ended June 30, 2007 on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars are given in the statement which forms part of this Report. However, as per provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Companys Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure forming part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Auditors has been received to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

COST AUDIT

As per the requirement of the Central Government and pursuant to Section 233 B of the Companies Act, 1956, the Companys Cost Records in respect of cement for the year ended June 30, 2007 are being audited by Cost Auditors, M/s. N. I. Mehta & Co.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the assistance and co-operation extended by various Central and State Government departments/agencies, financial institutions and banks. The Directors wish to thank the shareholders for their continued support to the Company.

The Board wishes to place on record its appreciation of sincere and dedicated work of all the employees, which has largely contributed to the present growth of the Company.

For and on behalf of the Board of Directors

RAJAN B. RAHEJA Chairman Place : Mumbai Date : July 3, 2007

Jun 30, 2006

The Directors present the Fourteenth Annual Report together with the audited Accounts of the Company for the year ended June 30, 2006.

OPERATING RESULTS

The financial performance of the Company for the year ended June 30, 2006 is given below :

2005-06 2004-05 Rs. Lakhs Rs. Lakhs

Sales 67,818 52,943 Less : Excise duty 10,654 8,955 Net Sales 57,164 43,988 Other income 227 212 57,391 44,200 Expenditure 42,093 34,028 Operating Profit 15,298 10,172 Exchange gain/(loss) on restatement of foreign currency loans (396) 377 Profit before finance charges & depreciation/amortisation 14,902 10,549 Finance charges 2,535 3,085 Profit before depreciation/amortisation 12,367 7,464 Depreciation 3,073 3,006 Amortisation 229 430 Profit before tax 9,065 4,028 Provision for taxation (906) (121) Provision for fringe benefit tax (33) (25) Deferred, tax (1,918) (1,300) Net Profit 6,208 2,582

OPERATIONS

Production of clinker and cement registered a growth of 8% and 10% respectively for the year under review. The Company produced 22.02 lakh tonnes of clinker and 21.60 lakh tonnes of cement during the year ended June 30, 2006, as against 20.41 lakh tonnes of clinker and 19.68 lakh tonnes of cement produced during the year ended June 30, 2005.

As a result of the above, there was a 50% rise in operating profit from Rs. 10,172 lakhs in the previous year to Rs. 15,298 lakhs in the year under review. After providing for taxes, the Company earned a net profit of Rs. 6,208 lakhs during the year as against Rs. 2,582 lakhs for the previous year.

FINANCE

Growth in volumes, higher cement prices, optimising realisations and a consistent check on costs enabled the Company to improve its margins and consequently reduce its debt. The Company repaid high-cost debt of about Rs. 12,916 lakhs during the year under review. Despite, firming up of interest rates, efficient management of funds resulted in the reduction of finance charges from Rs. 3,085 lakhs for the year ended 30.6.2005 to Rs. 2,535 lakhs during the year ended 30.6.2006.

DIRECTORS

In accordance with requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajan B. Raheja and Mr. Aziz H. Parpia retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. As required, the requisite details of Directors seeking reappointment are included in the Report on Corporate Governance.

Mr. M. Chhabra holds office as Managing Director of the Company for a period of five years with effect from August 25, 2003. Subject to the requisite approvals, the remuneration payable to Mr. Chhabra is proposed to be revised and is recommended for approval by the members.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, relating to Directors' Responsibility Statement, die Directors confirm that:

1. in preparation of the Annual Accounts for the year ended June 30, 2006, the applicable Accounting Standards have been followed and there has been no material departure;

2. 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 on June 30, 2006 arid of the profit of the Company for the year ended on that date;

3. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the accounts for the year ended June 30, 2006 on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant, to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars are given in the statement which forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors' Report is being sent to the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure `A' forming part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1) of the Companies Act, 1956,'

COST AUDIT

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company's Cost Records in respect of cement for the year ended June 30, 2006 are being audited by Cost Auditors, M/s. N. I. Mehta & Co.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the assistance and co-operation extended by various Central and State Government departments/agencies, financial institutions and banks. The Directors wish to thank the shareholders for their continued support to the Company.

The Board wishes to place on record its appreciation of sincere and dedicated work of all the employees, which has largely contributed to the present growth of the Company.

For and on behalf of the Board of Directors

RAJAN B. RAHEJA Chairman

Place : Mumbai Date : July 25, 2006

ANNEXURE `A' TO THE DIRECTORS' REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

FORM B

(See Rule 2)

Form for disclosure of particulars with respect to absorption

RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R & D carried out by the Company

Use of Mineralizer in pyro-processing.

2. Benefits derived as a result of the above R & D

Reduced Gypsum consumption. Reduced energy consumption.

3. Future plan of action

Exercise to reduce the energy consumption. Production of Mineralized clinker. Installation of membrane filter bags in bag house. Expenditure on R & D

2005-2006 2004-2005 Rs. Lakhs Rs. Lakhs

Capital Nil Nil Recurring 4.84 4.75 Total R & D expenditure as percentage of turnover 0.01 0.01

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

Absorbing and adapting relevant technology. Indigenous development of imported spares.

2. Benefits derived as a result of the above efforts

Improvement in the existing process and productivity. Cost Reduction.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(f) Activities relating to export, initiative taken to increase exports, development of new export markets for products and services and export plans.

The company is continuously exploring avenues to increase exports to neighbouring countries.

(g) Total foreign exchange used and earned

2005-2006 2004-2005 Rs. Lakhs Rs. Lakhs

CIF value of imports 815.86 1842.80 Expenditure in foreign currency 1210.30 1338.88 Earning in foreign currency 123.59 148.66

Jun 30, 2005

The Directors present the Thirteenth Annual Report together with the audited Accounts of the Company for the year ended June 30, 2005.

OPERATING RESULTS

The financial performance of the Company for the year ended June 30, 2005 is given below :

2004-05 2003-04 Rs. Lakhs Rs. Lakhs

Sales 52,943 46,384 Less: Excise duty 8,955 8,315 Net Sales 43,988 38,069 Other income 589 360 44,577 38,429 Expenditure 34,028 30,234 Operating Profit 10,549 8,195 Interest & other charges 2,084 2,525 Lease Rentals 1,001 1,634 Gross Profit/(Loss) 7,464 4,036 Depreciation 3,006 2,881 Amortisation 430 388 Profit/(Loss) before tax 4,028 767 Provision for Taxation (121) (1) Provision for Fringe Benefit Tax (25) - Deferred Tax (1,300) (1,360) Net Profit/(Loss) 2,582 (594)

During the year ended June 30, 2005, the Company produced 20.41 lakh tonnes of clinker and 19.68 lakh tonnes of cement as against 20.76 lakh tonnes of clinker and 19.93 lakh tonnes of cement produced during the year ended June 30,2004. The sale of cement and clinker was 23.98 lakh tonnes during the year under review as compared to 22.79 lakh tonnes during the previous year, registering a growth of 5.2%.

Arising out of this increased business volume, there was a 16% rise in income leading to operating profit of Rs. 10,549 lakhs. After providing for taxes, the year ended with a net profit of Rs. 2,582 lakhs as against a net loss of Rs. 594 lakhs for the previous year.

FINANCE

Effective fund planning and strategic sourcing enabled the Company to keep the interest and finance costs lower than the level of previous year. Finance charges reduced from Rs. 4,159 lakhs in 2003-04 to Rs. 3,085 lakhs in the year under review, a reduction of 25.8%. The Company is current on its loan and interest obligations.

DIRECTORS

Mr. Sridhar Sampath resigned from the Board on November 29, 2004 and Mr. Christian Venderby resigned on December 3, 2004. The Board wishes to place on record its appreciation of the valuable contributions made by them during their tenure as Directors.

Mr. K. Swaminathan joined the Board of Directors on May 12, 2005 as a nominee of ICICI Bank Ltd. in place of Mr. S. Khasnobis. The Board wishes to welcome Mr. Swaminathan and place on record its appreciation of the contribution made by Mr. Khasnobis during his tenure as a Director of the Company.

Mr. Vijay Aggarwal was re-appointed as Alternate Director to Mr. Satish B. Raheja on September 14, 2004.

In accordance with requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh G. Kapadia and Mr. Satish B. Raheja retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. As required, the details concerning the Directors are included in the Corporate Governance Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this Report.

DISCLOSURE OF PARTICULARS

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given in the statement which forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.

As required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information relating to conservation of energy* technology absorption and foreign exchange earnings and outgo is given in Annexure `A' forming part of this Report.

PERSONNEL

The Board wishes to place on record its appreciation of sincere and dedicated work of all the employees. Industrial relations continued to remain cordial throughout the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, relating to Directors' Responsibility Statement, the Directors confirm that:

1. in preparation of the accounts for the year ended June 30, 2005, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

2. the Directors 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 on June 30,2005 and of the profit or loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the year ended June 30, 2005 on a going concern basis.

AUDITORS

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1) of the Companies Act, 1956.

COST AUDIT

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company's Cost Records in respect of cement for the year ended June 30, 2005 are being audited by Cost Auditors, M/s. N. I. Mehta & Co.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continued assistance, support and co-operation extended by various Central and State Government departments/agencies, financial institutions and banks. Lastly, the Directors wish to sincerely thank all the shareholders for their continued support.

For and on behalf of the Board of Directors

RAJAN B. RAHEJA Chairman Place : Mumbai Date : July 26, 2005

ANNEXURE `A' TO THE DIRECTORS' REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

B. TECHNOLOGY ABSORPTION

(a) Efforts made in technology absorption as per Form B:

FORM B

(See Rule 2)

Form for disclosure of particulars with respect to absorption

RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R & D carried out by the Company

- Increased use of phospho gypsum in place of Mineral Gypsum.

- Use of Neutral Gypsum.

- Health Audit of all major equipments by Original Equipment Manufacturer.

2. Benefits derived as a result of the above R & D

- Reduced Gypsum consumption. - Reduced energy consumption. - Improved reliability of equipments. - Cost savings.

3. Future plan of action

- Exercise to reduce the energy consumption. - Installation of membrane filter bags in bag house. - Upgradation of Roller Press gearbox with new planetary gearbox. - Further improvement in brick lining pattern.

4. Expenditure on R & D

2004-2005 2003-2004 Rs. Lakhs Rs. Lakhs

Capital Nil Nil Recurring 4.75 4.65 Total R & D expenditure as percentage of turnover 0.01 0.01

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

- Absorbing and adapting latest technology in maintenance system.

- Indigenous development of imported spares.

- Technical interaction with expert technologists from world renowned cement machinery manufacturers.

- Continuous update of machinery product and services.

2. Benefits derived as a result of the above efforts

- Improvement in the existing process and productivity. - Cost reduction. - Knowledge of updated technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(f) Activities relating to export, initiative taken to increase exports, development of new export markets for products and services and export plans.

- The Company is continuously exploring avenues to increase exports to neighbouring countries.

(g) Total foreign exchange used and earned

2004-2005 2003-2004 Rs. Lakhs Rs. Lakhs

CIF value of imports 1842.80 732.37 Expenditure in foreign currency 1338.88 1007.14 Earning in foreign currency 148.66 197.45

Jun 30, 2004

The Directors present the Twelfth Annual Report together with the audited Accounts of the Company for the year ended June 30, 2004.

OPERATING RESULTS

During the year ended June 30, 2004, the Company produced 20.76 lakh tonnes of clinker and 19.93 lakh tonnes of cement as against 18.19 lakh tonnes of clinker and 19.28 lakh tonnes of cement produced during the year ended June 30, 2003. The sale of cement and clinker was 22.79 lakh tonnes during the year under review as compared to 19,99 lakh tonnes during the previous year, registering a growth of 14%.

The financial performance of the Company for the. year ended June 30, 2004 is given below :

2003-04 2002-03 Rs. Lakhs Rs. Lakhs

Sales 46,384 39,625 Less : Excise duty 8,315 7,131 Net Sales 38,069 32,494 Other income 455 158 38,524 32,652 Expenditure 30,329 27,303 Operating Profit 8,195 5,349 Interest & other charges 2,525 3,698 Lease Rentals 1,634 1,875 Profit/(Loss) before Depreciation/Amortisation 4,036 (224) Depreciation 2,881 3,039 Amortisation 388 427 Profit/(Loss) for the year before tax 767 (3,690) Provision for current tax (1) (1) Deferred tax (1,360) 569 Net Profit/(Loss) (594) (3,122)

Effective cost reduction measures, savings in finance charges, higher productivity and sales and better realisations have resulted in the Company earning a profit before tax of Rs. 767 lakhs as against a loss before tax of Rs. 3,690 lakhs in the previous year. However, after providing for current tax and reversal of deferred tax asset, there has been a net loss of Rs. 594 lakhs for the year under review as against a net loss of Rs. 3,122 lakhs for the previous year.

FINANCE

During the year, the Company repaid the final instalment of Debentures of Rs. 1,402 lakhs. Interest and finance charges at Rs. 4,159 lakhs during the year under review were lower by 25.4% from Rs. 5,573 lakhs in the previous year. Better negotiation of interest rates and working capital management enabled the Company to reduce its finance charges.

DIRECTORS

In accordance with requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajan B. Raheja and Mr. Aziz H. Parpia retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. As required, the details concerning the Directors are included in the Corporate Governance Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this Report.

DISCLOSURE OF PARTICULARS

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given in the statement which forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.

As required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure `A' forming part of this Report.

PERSONNEL

The Board wishes to place on record its appreciation of sincere and dedicated work of all the employees. Industrial relations continued to remain cordial throughout the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, relating to Directors' Responsibility Statement, the Directors confirm that:

1. in preparation of the accounts for the year ended June 30, 2004, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

2. the Directors 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 on June 30, 2004 and of the profit or loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the year ended June 30, 2004 on a going concern basis.

AUDITORS

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1) of the Companies Act, 1956.

COST AUDIT

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company's Cost Records in respect of cement for the year ended June 30, 2004 are being audited by Cost Auditors, M/s. N. I. Mehta & Co.

ACKNOWLEDGEMENTS

The Directors wish to place oil record their appreciation of the assistance, support and co-operation extended by various Central and State Government departments/agencies, financial institutions and banks. Lastly, the Directors wish to sincerely thank all the shareholders for their continued support.

For and on behalf of the Board of Directors

RAJAN B. RAHEJA Chairman

Place : Mumbai Date : September 16, 2004

ANNEXURE `A' TO THE DIRECTORS' REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

FORM B (See Rule 2)

Form for disclosure of particulars with respect to absorption.

RESEARCH AND DEVELOPMENT (R&D)

1. Specific areas in which R&D carried out by the Company

Use of Phospho Gypsum in place of Mineral Gypsum.

2. Benefits derived as a result of the above R&D

Reduced Gypsum consumption. Cost savings.

3. Future plan of action

Exercise to reduce the energy consumption.

Installation of membrane filter bags in bag house.

Installation of new fly-ash feeding system in cement mills.

Upgradation of Roller Press gearbox with new planetary gearbox.

Further improvement in brick lining pattern.

5. Further Upgradation in plant automation by WIN NT based DCS system.

Detailed studies to carry out the plant capacity enhancement.

4. Expenditure on R&D

2003-04 2002-03 Rs. Lakhs Rs. Lakhs

Capital Nil Nil Recurring 4.65 4.25 Total R&D expenditure as percentage of turnover 0.01 0.01

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

Absorbing and adapting latest technology in maintenance system like Hexadur tyre fixing of Roller Press Hexadur rollers.

Indigenous development of imported spares.

Technical visit of engineers to the best operating plants.

Technical interaction with expert technologists from world renowned cement machinery manufacturers.

Continuous update of machinery product and services.

2. Benefits derived as result of the above efforts

Improvement in the existing processes and productivity.

Cost reduction.

Improvement in knowledge of updated technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(f) Activities relating to export, initiative taken to increase exports, development of new export markets for products and services and export plans

The Company is continuously exploring avenues to increase exports to neighbouring countries.

(g) Total foreign exchange used and earned

2003-2004 2002-2003 Rs. Lakhs Rs. Lakhs

CIF value of Imports 732.37 839.99 Expenditure in foreign currency 1007,14 509.03 Earning in foreign currency 197.45 121.62

Jun 30, 2003

The Directors present the Eleventh Annual Report together with the audited Accounts of the Company for the year ended June 30, 2003.

OPERATING RESULTS

During the year ended June 30,2003, the Company produced 19.28 lakh tonnes of cement as against 20.12 lakh tonnes of cement produced during the year ended June 30, 2002. The sale of cement and clinker was 19.99 lakh tonnes during the year under review as compared to 21.04 lakhs tonnes during the previous year. The production and sale of cement was lower during the year under review in comparison to the previous year, due to extended shutdown to carry out debottlenecking and major upgradation in the plant.

The financial performance of the Company for the year ended June 30, 2003 is given below :

2002-03 2001-02 Rs. Lakhs Rs. Lakhs

Sales & other income 39,859 42,628 Expenditure 34,510 34,371

Operating Profit 5,349 8,257 Interest & other charges 3,698 4235 Lease Rentals 1,875 1794

Profit/(Loss) before Depreciation/Amortisation (224) 2,228 Depreciation 3,039 3,001 Amortisation 427 592

Profit/(Loss) before taxation (3,690) (1365) Add: Provision for Taxation 1 1 Less: Deferred tax credit 569 478

Net Profit/(Loss) (3,122) (888)

During the year under review, the prices of cement remained sluggish and in fact, for most part of the year, the prices were lower as compared to the previous year, affecting realizations and thus profitability. Substantial savings in finance charges, reduction in energy consumption and other cost reduction measures could only partially reduce the impact of the poor realisations. The Company therefore, incurred a net loss of Rs. 3,122 lakhs as against a net loss of Rs. 888 lakhs for the previous year.

FINANCE

During the year, the Company repaid the third instalment of Debentures. The Company was current in its payments towards debentures and term loan instalments to bankers and institutions which amounted to Rs. 5/953 lakhs. As part of its cost saving initiatives, the Company sought reduction in interest rates and alongwith the repayment of term loans and debentures, interest and other charges reduced by 8 % during the year under review as compared with the amount of the previous year.

DIRECTORS

Mr. S. N. Shah retired as Managing Director on August 24, 2003. The Board wishes to place on record its appreciation of the valuable contributions made by Mr. Shah during his tenure with the Company and wishes him good luck.

The Board at its Meeting held on July 28, 2003, has appointed Mr. M. Chhabra as Managing Director of the Company for a period of five years with effect from August 25, 2003. In this connection, your attention is drawn to Item No. 5 of the accompanying Notice of the Annual General Meeting to be held on December 16, 2003.

Mr. Jesper Horsholt resigned from the Board during July 2003. The Board wishes to place on record its appreciation of the contribution made by Mr. Horsholt during his tenure as Director. Mr. Christian Vender by was appointed as Director on the Board on July 28, 2003 in the casual vacancy caused by the resignation of Mr. Horsholt.

In accordance with requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh Kapadia and Mr. Satish Raheja retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. As required, the details concerning the Directors are included in the Corporate Governance Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

DISCLOSURE OF PARTICULARS

Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given in the statement which forms part of this Report. However, as per provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.

As required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure 'A' forming part of this Report.

PERSONNEL

The Board wishes to place on record its appreciation of sincere and dedicated work of all the employees. Industrial relations continued to remain cordial throughout the period under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, relating to Directors' Responsibility Statement, the Directors confirm that:

1. in preparation of the accounts for the year ended June 30, 2003, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

2. the Directors 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 on June 30, 2003 and of the profit or loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the year ended June 30, 2003 on a going concern basis.

AUDITORS

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1) of the Companies Act, 1956.

COST AUDIT

As per the requirement of the Central Government and pursuant to Section 233 B of the Companies Act, 1956, the Company's Cost Records in respect of cement for the year ended June 30, 2003 are being audited by Cost Auditors, M/s. N.I. Mehta & Co.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the assistance/support and co-operation extended by various Central and State Government departments/agencies, financial institutions and banks. Lastly, the Directors wish to sincerely thank all the shareholders for their continued support.

For and on behalf of the Board of Directors

RAJAN B. RAHEJA Chairman Place : Mumbai Date : September 25, 2003

ANNEXURE `A' TO THE DIRECTORS' REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION Of ENERGY

(a) Energy conservation measures taken

Following modifications were carried out during the year 2002-2003 for improving the productivity and reducing the specific power consumption and specific heat consumption

* Modification of Raw Mills Fan inlet dueling to reduce the pressure drop.

* Installation of variable speed drive for bag house reverse air fan.

* Modification of Kiln Retainer ring and tip casting pattern.

* Installation of hot air oven in Cement Mills.

* Optimisation of Packers by increasing the speed.

* Increased production of Blended Cement.

* Use of Phospho Gypsum.

* Optimisation and regular monitoring of key process parameters on daily basis.

(b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy Proposed modifications and capacity enhancement

* Development of full-fledged facility for Fly-ash evaluation and application.

* Regrading of Cement Mill grinding media.

(c) Impact of measures for reduction of energy consumption and consequent impact on the cost of production of goods

* The above measures have resulted/will result in savings in the consumption of fuel, power and increase in production, ultimately resulting in savings in the cost of production.

(d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the Schedule:

FORM B

(See Rule 2)

Form for disclosure of particulars with respect to absorption.

RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R&D carried out by the Company

* Increasing the grate cooler clinker bed height.

2. Benefits derived as a result of the above R&D

* Increased heat recuperation.

* Cost savings.

3. Future plan of action

* Studies to increase capacity by equipment debottlenecking.

* Continuation of identification of potential thrust areas for improvement in process.

* Upgrading of Bag house for handling increased volume of gas.

* Direct feeding of fly ash to Cement Mill separators for production of blended cement.

* Higher capacity fly-ash storage silo.

* Installation of bag diverters for greater flexibility in packing and despatch of different grades of cement.

* Upgrading of plant automation system by Windows NT based DCS system.

* Continuation of the present work in R&D for improvement in process in various areas.

4. Expenditure on R&D

2002-03 2001-02 Rs. Lakhs Rs. Lakhs

Capital Nil Nil Recurring 4.25 3.94 Total R&D expenditure as percentage of turnover 0.01 0.01

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

* Indigenous development of imported spares.

* Learning new technology by regular interaction with expert technicians from world-renowned cement machinery manufacturers.

* Analysing feedback from users to improve products & services.

2. Benefits derived as result of the above efforts

* Improvement in the existing processes and productivity.

* Cost reduction.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(f) Activities relating to export, initiative taken to increase exports, development of new export markets for products and services and export plans

* The Company is continuously exploring avenues to increase exports to neighbouring countries.

(g) Total foreign exchange used and earned

2002-2003 2001-2002 Rs. Lakhs Rs. Lakhs

CIF value of Imports 839.99 396.28 Expenditure in foreign currency 509.03 626.31 Earning in foreign currency 121.62 145.36

Jun 30, 2002

The Directors present the Tenth Annual Report together with the audited Accounts of the Company for the year ended June 30, 2002.

OPERATING RESULTS

During the year ended June 30, 2002, the Company produced 20, 11, 888 tonnes of cement thereby achieving a capacity utilisation of 100.6 % as against 89.9 % achieved during the 15-month period ended June 30, 2001. The sale of cement and clinker at 21, 03, 893 tonnes during the year under review is higher by 13.0 % as compared to the previous period on an annualized basis.

The financial performance of the Company for the year ended June 30, 2002 is given below:

12 months 15 months ended ended 30.6.2002 30.6.2001 Rs. Lakhs Rs. Lakhs

Sales & other income 42, 628 48, 243 Expenditure 34, 372 37, 620

Operating Profit 8, 256 10, 623 Finance Charges 6, 028 8, 169

Gross Profit 2, 228 2, 454 Depreciation 3, 001 3, 553 Amortisation 592 570 Provision for Taxation 1 1

(1, 366) (1, 670) Deferred tax credit 478

Net Profit / (Loss) (888) (1, 670)

During the year under review, the prices of cement remained quite subdued. For most part of the year, the prices were lower as compared to the previous period. Due to this, inspite of an increase in sales by 13 %, the sales realizations were lower than in the previous period.

However, due to repayment of loans and reduction in interest rates achieved during the year, the finance charges at Rs. 6, 028 lakhs have come down by Rs. 507 lakhs, when compared with the annualized amount of the previous period. Depreciation and amortisation charges were higher as compared to the previous period.

Due to a combination of the above factors, the Company incurred a net loss of Rs. 888 lakhs as against a net loss of Rs. 1, 670 lakhs for the previous period of 15 months.

FINANCE

During the year, the Company repaid the second instalment of Debentures of Rs. 1, 402 lakhs and there has been a net reduction of other loans by Rs. 2, 139 lakhs. Thus, the Company reduced its borrowings by Rs. 3, 541 lakhs resulting in lowering of interest cost.

DIRECTORS

Mr. Peter G. Christiansen resigned from the Board on January 31, 2002. The Board wishes to place on record its appreciation of the contribution made by Mr. Christiansen during his tenure as Director. Mr. Jesper Horsholt was appointed as Director on the Board on January 31, 2002 in the casual vacancy caused by the resignation of Mr. Christiansen.

In accordance with requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jesper Horsholt and Mr. Sridhar Sampath retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. As required, the details concerning the Directors are included in the Report on Corporate Governance.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

DISCLOSURE OF PARTICULARS

Information as per section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given in the statement which forms part of this Report. However, as per provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.

As required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure 'A' forming part of this Report.

PERSONNEL

The Board wishes to place on record its appreciation of sincere and dedicated work of all the employees. Industrial relations continued to remain cordial throughout the period under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, relating to Directors' Responsibility Statement, the Directors confirm that:

1. in preparation of the accounts for the year ended June 30, 2002, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

2. the Directors 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 on June 30, 2002 and of the profit or loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the year ended June 30, 2002 on a going concern basis.

AUDITORS

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1) of the Companies Act, 1956.

COST AUDIT

As per the requirement of the Central Government and pursuant to section 233 B of the Companies Act, 1956, the Company's Cost Records in respect of cement for the year ended June 30, 2002 are being audited by Cost Auditors, M/s. N. I. Mehta & Co.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the assistance, support and co-operation extended by various Central and State Government departments / agencies, financial institutions and banks. Lastly, the Directors wish to sincerely thank all the shareholders for their continued support.

ANNEXURE 'A' TO THE DIRECTORS' REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken

Following modifications were carried out during the year 2001 - 2002 for improving the productivity and reducing the specific power consumption and specific heat consumption

> Optimisation of dam ring height in Raw Mill.

> Installation & operation of reject bucket elevator in Coal Mill.

> Installation of variable speed drive for Cement Mill ESP Fans.

> Optimisation and regular monitoring of key process parameter on daily basis.

(b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy Proposed modifications and capacity enhancement

> Tipping of preheater and bag house fans for increase of volumetric flow rate.

> Installation of Deep Pan Conveyor of higher capacity.

> Regrading of Cement Mill grinding media.

> Installation of variable speed drive for primary Air fan.

(c) Impact of measures for reduction of energy consumption and consequent impact on the cost of production of goods

> The above measures have resulted/will result in savings in the consumption of fuel, power and increase in production, ultimately resulting in savings in the cost of production.

(d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the Schedule:

Form for disclosure of particulars with respect to conservation of energy.

(A) POWER AND FUEL CONSUMPTION

2001-2002 2000-2001 12 months 15 months

1. Electricity

a) Purchased Nil Nil b) Own Generation

i) Through Diesel Generators Net units (lakh - KwH) 1770.50 2079.89 Units Per Ltr. of Furnace Oil / Diesel (KwH) 4.10 4.16 Cost / Unit (Rs. / KwH) 3.05 3.01

ii) Through Steam Turbine / Generator Nil Nil

2. Coal (A to D grade used in Kiln)

Quantity (Tonnes) 293169 344934 Total Cost (Rs. lakhs) 4894.19 5038.77 Average Rate (Rs.) 1669.41 1460.79

3. Furnace Oil

Quantity (K. Ltrs.) 45247 52354 Total cost (Rs. lakhs) 4542.08 5365.43 Average Rate (Rs. / K. Ltr.) 10038.52 10248.37

4. High Speed Diesel

Quantity (K. Ltrs.) 627 1145 Total cost (Rs. lakhs) 94.24 182.15 Average Rate (Rs. / K. Ltr.) 15030.48 15908.30

5. Others I Internal Generation Nil Nil

(B) CONSUMPTION PER UNIT OF PRODUCTION

Electricity (KwH / T of Cement) 81.21 85.84 HSD/FO (Ltr. / T of Clinker) 0.33 0.50 Coal (Percentage of Clinker) 15.54 16.31

B. TECHNOLOGY ABSORPTION

(e) Efforts made in technology absorption as per Form B (See Rule 2) Form for disclosure of particulars with respect to absorption.

RESEARCH AND DEVELOPMENT ( R & D)

1. Specific areas in which R&D carried out by the Company

> Coarser grinding of raw meal for increasing Raw Mill output.

2. Benefits derived as a result of the above R&D

> Increased production of cement. > Savings in cost of production.

3. Future plan of action

> To increase production capacity by balancing equipments.

> Continuation of the present work in R&D for improvement in process in various areas.

4. Expenditure on R&D

2001-02 2000-01 Rs. Lakhs Rs. Lakhs

Capital Nil Nil Recurring 3.94 4.81

Total R&D expenditure as percentage of turnover 0.01 0.01

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

> Indigenous development of imported spares.

> Adapting new technology by regular interaction with expert technicians from world-renowned cement machinery manufacturers.

> Analysing feedback from users to improve products & services.

2. Benefits derived as result of the above efforts

> Improvement in the existing processes and productivity.

> Cost reduction.

> Reduction in power consumption per tonne of cement.

> Reduction in coal consumption as percentage of production of clinker.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(f) Activities relating to export, initiative taken to increase exports, development of new export markets for products and services and export plans

> The Company is continuously exploring avenues to increase exports to neighbouring countries.

(g) Total foreign exchange used and earned

2001-2002 2000-2001

CIF value of Imports 396.27 711.28 Expenditure in foreign currency 6.00 1250.20 Earning in foreign currency 145.36 29.68

For and on behalf of the Board of Directors

RAJAN B. RAHEJA

Chairman

Place: Mumbai Date: September 30, 2002

Jun 30, 2001

The Directors present the Ninth Annual Report and the audited Accounts of the Company for the 15-month period ended June 30, 2001.

OPERATING RESULTS

As you are aware, the Company's financial year 2000-01 was extended to the 15-month period from April 1,2000 to June 30, 2001.

During the 15-month period ended June 30, 2001, the Company produced 22,47,795 tonnes of cement thereby achieving 90 % of its installed capacity. The sale of cement and clinker was 23,27,581 tonnes during the period.

The financial performance of the Company for the period ended June 30, 2001 is given below :

15 months 12 months ended ended 30.6.2001 31.3.2000 Rs. Lakhs Rs. Lakhs

Sales & other income 48,298 35,037 Expenditure 37,675 28,805 Operating Profit 10,623 6,232 Finance Charges 8,169 5,861 Gross Profit 2,454 371 Depreciation 3,553 2,786 Amortisation 570 371 Provision for Taxation 1 1 Net Loss (1,670) (2,787)

FINANCE

An unsecured, interest free, loan of Rs.4,128 lakhs advanced from time to time by Mr. Rajan B. Raheja, an Indian Promoter, was utilised for preferential issue of equity shares of the face value of Rs.10/- each, at par, during the period under review. The Directors wish to confirm that the money raised through this preferential issue has been utilised for the purpose stated in the Notice of Extra-ordinary General Meeting to the shareholders dated September 18, 2000.

The Company wishes to thank its term lenders for their support in rephasement of term loans advanced by them and in reduction of interest rates. The full impact of this will be reflected from the next year.

MANAGEMENT DISCUSSION & ANALYSIS :

Financial performance and operational performance The sale of cement and other income for the current period of 15 months ended June 30, 2001, has gone up to Rs. 48,298 lakhs from Rs. 35,037 lakhs for the previous year (12 months) which works out to an annualised increase of 10.3%. This has been achieved mainly due to increase in selling price in the later part of the current period and higher quantity of cement sold.

To improve its financial position, the Company had introduced an Economy Drive to exercise control on various expenses. This has shown positive results. Inspite of steep increase in prices of furnace oil, coal, royalty and freight expenses, the total expenses have gone up from Rs. 28,805 lakhs for the previous year to Rs. 37,675 lakhs during the current period, which works out to increase of only 4.64 % on an annualised basis.

As a result of the above, it is heartening to note that the operating profit for the current period at Rs. 10,623 lakhs is higher by 36.4% over the previous year on an annualised basis. However, there was a steep increase in finance charges (comprising of interest and lease rentals) which works out to 11.5% on an annualised basis as compared to the previous year.

The Company recorded a cash profit of Rs. 2,454 lakhs for the current period against Rs. 371 lakhs for the previous year. However, after providing for depreciation and amortisation, there has been a net loss of Rs. 1,670 lakhs for the period as against loss of Rs. 2,787 lakhs for the preceding year.

At the time of issuing its Prospectus (December 1994), the outlook for the cement industry was very encouraging. Based on various reliable data available then, it was estimated that for the twelve months ended March 31, 2001, the Company would be able to make a net profit of Rs. 6,216 lakhs. However, in view of the reasons stated above, the Company's results are at variance from what was stated in the Prospectus.

Sector outlook :

The prospects for the Cement Industry appear to be bright in the long term. The per capita consumption of cement at 96 kg is one of the lowest in the world. In view of the country's large population, even a small increase in the consumption rate can fuel demand.

With substantial fiscal incentives provided to the housing sector in the Union Budget 2001-02, there is already an appreciable improvement in demand. This demand will get a further boost in the near future due to a very good monsoon which has been widespread in all parts of the country. Last year, while there was a severe drought in three states viz. Rajasthan, Gujarat and Madhya Pradesh, this year, so far, these States have received satisfactory rainfall. Similarly, in Uttar Pradesh, which is a major market for your Company, the rainfall has been satisfactory. This will certainly increase demand for rural housing.

Various schemes announced by the Central Government for infrastructural development are being implemented surely but slowly. In particular, the Golden Quadrilateral Highway Project, announced by the Government of India has already taken off and this will improve the demand for cement substantially in the surrounding regions.

The additional capacities being installed, particularly in the Southern and the Western parts of the country, are a cause of concern in the short term. However, there are no major capacity additions taking place in and around Central Zone where your Company's plant is situated and hence companies in this area would be in better position in the short term also.

Internal Control System :

Right from inception, the Company has introduced a detailed Internal Control System. At the Plant, the latest Enterprise Resource Planning (ERP) package from Ramco is under operation, enabling the Company to exercise instant control on various parameters necessary for efficient running of the Plant. For Marketing operations also, an ERP package from Mastek, has been installed to exercise tight control on outstandings and for quick and reliable compilation of Management Information Reports.

The In-house Management Audit Team and the independent Internal Audit Team continuously monitors relevant business aspects and ensures compliance of operational and financial discipline.

An effective budget control on capital expenditure and equipment stoppage analysis discussions at the top management level helps in running the Plant efficiently. A detailed presentation on all business aspects is made to the Board regularly.

Human Resources :

Your Company considers its human resources as one of its most important assets. Considerable amount of delegation and empowerment is provided to senior managers. At every stage, concept of "ownership" is instilled in them to ensure full commitment and dedication. These concepts are working very satisfactorily.

Training of personnel is an integral part of the Company's operations. Right from level of the workers to the top management, training is provided on a continuous basis. The Company has made arrangements with the Central Board for Worker's Education, sponsored by the Ministry of Labour, Government of India, to organize Employees Development Programmes on regular basis. During the period under review, there were nine such programmes organised for the workers covering areas like productivity, quality, safety, time management and yoga. These programmes have been highly appreciated by the workers and are found very useful in performing their day to day activities.

In its endeavour to provide training to the employees who are from families who sold their land to the Company and in order to make them useful industrial workers, your Company has sponsored 99 such employees to a two-year residential training scheme with a reputed specialised institute at Kymore in Madhya Pradesh.

To introduce transparency and impartiality in measurement of performance of the employees, Performance Management System was introduced in November, 1998 for the executives. This is working satisfactorily and has enthused the executives to achieve the targets set and owned by them.

The Company enjoys cordial relations with the employees.

Safety and Welfare Measures :

The Company continues to maintain high level of awareness towards safety and welfare of the employees. Regular training programmes are conducted to educate and train them about safe work practices. Meetings of safety committee and fire drills are held regularly. These efforts towards safety have enabled the Company to win various prizes from the Director of Mines Safety, Jabalpur Region. Cultural programmes and festive celebrations are organised for the benefit of the employees and their family members. Recreation and sports facilities have been provided at the housing colony.

The Company's commitment to safety and welfare extends much beyond the above. It is the aim of the Company to improve quality of life in the surrounding areas on an ongoing basis. Towards this end, programmes in health care, immunization for polio, provision of drinking water and improved educational facilities are provided.

A series of Health Programme titled "Aahaar, Vihaar, Aachaar, Vichaar" based on yogic principles, were held which were attended by about 1,800 persons from the plant, colony, and nearby villages, including by ladies and children. About 35,000 patients including employees, their families and people residing in the nearby villages were treated at the Company's well equipped Medical Centre at the Plant.

Environment :

The Company is committed to provide a very healthy pollution-free environment to its employees, their families and to the villagers residing in surrounding areas. It has installed very sophisticated pollution control equipment to meet the international standards. Tree plantation is a regular activity. Developing abandoned mine areas into water reservoirs, fruit garden and picnic spot helps in improving overall surroundings.

Our sincere dedication and commitment to the cause of safety was well rewarded during the "Mines Safety Week-2000", conducted by Director General of Mines Safety, Jabalpur Region where the Company secured following prizes :

1. Use of Explosives & Dust Supervision 1st Prize 2. Safety Provision and Organisation 1st Prize 3. First Aid Competition 1st Prize 4. House Keeping 3rd Prize 5. Standard of Working 3rd Prize

Five workers were awarded prizes in the Trade Test Competition.

Cautionary Statement :

Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised by the Company. Actual results could differ materially from those expressed or implied.

The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events.

DIRECTORS

In accordance with requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajan B. Raheja, Mr. Aziz H. Parpia and Mr. Satish B. Raheja retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. Palle O. Joergensen resigned from the Board on December 20, 2000. The Board wishes to place on record its high appreciation of the, contribution made by Mr. Joergensen during his tenure as Director and in particular at the crucial stage of construction of the Plant.

DISCLOSURE OF PARTICULARS

Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given in the statement which forms a part of this Report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure 'A' forming part of this Report.

PERSONNEL

The Board wishes to place on record its appreciation of sincere and dedicated work of all the employees. Industrial relations continued to remain cordial throughout the period under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors' confirm that:

i. in preparation of the accounts for the 15-month period, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

ii. the Directors 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 at the end of the 15-month period and of the profit or loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the accounts for the 15-month period on a going concern basis.

AUDITORS

The Auditors, M/s N. M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the assistance, support and co-operation extended by various Central and State Government departments/agencies, financial institutions and banks.. Lastly, the Directors wish to sincerely thank all the shareholders for their continued support.

For and on behalf of the Board of Directors RAJAN B. RAHEJA Chairman

Date : August 23, 2001 Place : Mumbai

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken

* Modified pressure and ventilation system, cooling towers and exhaust systems in power plant. * Modification of raw mill internals. * Improved utilization of SPRS system. * Cooler undergrate compartment sealing. * Modification of roller hydraulics in roller press.

(b) Additional investment and proposals, if any, bring implemented tor reduction of consumption of energy

* Installation of variable frequency drives in primary fans. * Optimisation of reject re-circulation system in raw mill. * Installation of modified energy monitoring system.

(c) Impact of measures for reduction of energy consumption and consequent impact on the cost of production of goods

* The above measures have resulted/will result in savings in the consumption of fuel and power, ultimately resulting in savings in the cost of production.

(d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the Schedule :

Form for disclosure of particulars with respect to absorption.

RESEARCH AND DEVELOPMENT ( R & D )

1. Specific areas in which R&D carried out by the Company

* Product size control from limestone crusher for achieving higher productivity of Raw Mill system.

2. Benefits derived as a result of the above R&D

* Increased production of cement. * Cost savings.

3. Future plan of action

* Studies to increase capacity by balancing equipments. * Studies to run roller press in finished mode. * Continuation of the present work in R&D for improvement in processes in various areas.

4. Expenditure on R&D 2000-2001 1999-2000 Rs. Lakhs Rs. Lakhs

Capital Nil Nil Recurring 4.81 3.45 Total R&D expenditure as percentage of turnover 0.01 0.01

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

* Developed in house coal mill reject handling system. * Developed indigenously one continuous hopper level monitoring device, * Indigenous development of imported spares. * Learning new technology by regular interaction with expert technicians from world-renowned cement machinery manufacturers. * Analysing feedback from users to improve products & services.

2. Benefits derived as result of the above efforts

* Improvement in (he existing processes and productivity. * Cost reduction.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(f) Activities relating to export, initiative taken to increase exports, development of new export markets for products and services and export plans

* The Company is continuously exploring avenues to increase exports to neighbouring countries.

(g) Total foreign exchange used

2000-2001 1999-2000 Rs. Lakhs Rs.Lakhs

CIF value of Imports 711.28 588.02 Expenditure in foreign currency 1250.20 1002.25 Earning in foreign currency 29.68 78.16

Mar 31, 2000

The Directors present the Eighth Annual Report and the audited Annual Accounts of the Company for the year ended March 31, 2000.

REVIEW OF OPERATIONS : 1999-2000

Performance of the Economy :

During the year under review, the country's economy showed overall recovery with a GDP growth of 6 %. Industrial growth at 7 % (as against only 3.8 % last year) was encouraging and inflation (based on average WPI) at 3.5 %, was substantially under control. Demand in the cement industry was very buoyant achieving a growth of about 15 % over the previous year. Growth in demand at 18% was even more impressive in markets of our interest viz. the states of Uttar Pradesh, Bihar and Madhya Pradesh. Consumption of cement during the year was higher by 16 % as compared to the previous year. Uttar Pradesh and Bihar recorded a very high consumption growth at 35 %- and 20 % respectively, indicating that demand was emerging more from the rural sector of the economy.

The cement industry which had suffered from very low demand growth in the past few years, seized the opportunity and increased production to match the increase in demand. Capacity utilisation during 1999-2000 went up to 87 % from 78 % in the previous year. All plants in the Satna cluster substantially increased their capacity utilization to 95 % during 1999-2000 from 80 % during 1998-99. Consequently, incremental supply of cement exceeded the increase in demand as a result of which, prices remained under pressure throughout the year.

In addition to this, international oil prices increased manifold thereby raising the cost of captive power generation to a considerable extent. There was also an all round increase in freight expenses and the cost, of other raw materials and PP bags. The combined effect & spiralling cost of production, and lower sales prices resulted in severe, erosion of margins for the entire industry.

Performance of the Company :

During the year under review, the Company successfully completed various measures initiated in earlier years, to, increase production and to control cost of production. Some of the major achievements are as under :

1) Latest technology HEXADUR Rollers imported from Germany in January, 2000 were installed for one of the Roller Presses. This technology is the first of its kind used in the country and is expected to increase production capability and reduce power consumption. The HEXADUR Rollers for the second Roller Press will be installed during June, 2000.

2) In order to ensure sufficient availability of power, the Company installed a 6th D.C. Set of 6 MW during the last quarter. This will enable the Company to make optimum use of power and thereby bring down the cost of power.

3) In the states of Uttar Pradesh and Bihar, blended cement represents about 40 % of the total consumption of cement. Blended cement provides higher margins. In view of this, after meticulous planning, the Company launched its blended cement on 31st January, 2090 under the brand name `CHAMPION' and has been well received in the market. The Company proposes to step up production of `CHAMPION' during 2000-01.

4) During March, 2000, the Company added one more locomotive for its railway sidings to cope with the substantial growth in production. This will enable the Company to despatch more cement by rail which is an economical mode of transport for longer distances.

It may be noted that most of the above measures were completed during the last quarter of 1999-2000. The result of these measures was reflected immediately and in March, 2000, the Company's sale of cement and clinker exceeded 2 lakh tonnes.

OPERATING RESULTS

During 1999-2000, the Company produced 18,04,439 tonnes of clinker thereby achieving 90 % of installed capacity. The sale of cement and clinker at 18,95,43,,5 tonnes during the year, was higher by 27% as compared to the preceding year. The growth in production and sales achieved by the Company far exceeds that of the industry as a whole and hence the Company's performance can be considered to be satisfactory.

However, as mentioned earlier, the Company also realised very low sales price all throughout the year as compared to the previous year. Further, since the Company meets its entire power requirement from its own D.G. Sets, the substantial increase in furnace oil prices by 78 %, increased the cost of production of cement. Due to these factors, it is unfortunate that despite efficient operational performance, the financial performance of the Company resulted into loss.

The financial performance for the year ended March 31, 2000 is given below :

1999-2000 1998-1999

Rs. Lakhs Rs. Lakhs

Turnover & other income 35,21 28,988

Expenditure 28,789 23,177

Operating Profit 6,232 5,811

Finance Charges 5,861 5,874

Gross Profit / (Loss) 371 (63)

Depreciation 2,786 2,691

Amortisation 371 357

Provision for taxation 1 2

Net Loss (2,787) (3,113)

At the time of preparing the Prospectus (December 1994), the outlook for the cement industry was very encouraging. Based on various reliable data available then, it was estimated that for the year 1999-2000, the Company would be able to make a net profit of Rs. 6,167 lakhs. In view of the reasons stated above, the Company's results are at variance to what was stated in-the Prospectus.

FINANCE

During the year, the Company introduced various measures' to keep its working capital under control. Inspite of growth in sales by 20.8 %, the Company's net working capital at Rs. 3,710 lakhs is lower than Rs. 3,889 lakhs for the previous year. In fact, due to efficient collection drive, the customers outstandings have come down to Rs. 2,330 lakhs as on 31, March, 2,000 from Rs. 2,516 lakhs as at the end of the previous year. This, has resulted in keeping the interest cost under control.

The Company wishes to thank State Bank of India, Bank of Baroda and Vijaya Bank for providing adequate working capital facilities for its smooth, operations. The Company has been regularly meeting on due dates, all its obligations for payment of interest and term loan instalments.

FUTURE OUTLOOK

The Union Budget for 2000-01 has provided various measures for strong industrial growth. With political stability and the determination of the present Government to give priority to economic development, the "feel good" factor continues to prevail. The Budget has provided substantial measures, for development of rural housing. "Housing for All" has" been identified as a priority area in the agenda for governance and the goal of providing 25 lakh dwelling units in rural areas during 2000-01 has been fixed. Under the Indira Awas Yojana, it is proposed to provide more than 12 lakh houses for the people below the poverty line. For this purpose, an amount of Rs. 1,501 is being provided in the Budget.

The National Housing Bank is expected to step up its re-finance to banks and housing finance companies which will result in higher housing loans. Moreover, the interest rate on housing loans is being reduced from time to time and provision of higher deductibility of interest on housing loan has been provided under the Income-tax Act. All these factors are expected to result in a boom in housing activities and more so in the rural areas. Fortunately, the Company's major sales takes place in rural areas and hence a substantial boost in demand is expected during the current year. As stated earlier, by taking various actions to increase and stabilise production capabilities, the Company is fully geared up to seize this opportunity.

With no major additional capacity being built up especially around the markets of our interest and with anticipated high growth in demand, it is expected that the prices also will move up, improving thereby, the industry's and the Company's profitability.

The Company has planned all its actions in a manner that, during the year, barring unforeseen circumstances, its production will surpass the installed capacity of 20 lakh tonnes per annum. The Company therefore feels that this year will prove to be a turn around year for the Company.

CORPORATE GOVERNANCE

The Company believes in following principles and practices of good Corporate Governance. Right from its inception, the Company has been taking actions on its own to introduce transparency and fairness - in its dealings with various agencies. The Company is pleased to voluntarily furnish the following information though it becomes mandatory to do so only from the accounting year 2001-02.

1) The Board of Directors comprises of a Non-executive Chairman, 2 Executive Directors and 8 Non-executive Directors.

Six board meetings were held during the year 1999-2000 and all the operational and statutorily required information was placed before the Board. All significant events were also reported to the Board.

2) The Company has set up an Audit Committee of Directors in March, 1995 comprising of three Non-executive Directors - a Chartered Accountant (Chairman of the Committee), a Solicitor, and an ICICI Nominee. The reports submitted by the Internal Auditors on the operations and the financial transactions of the Company are furnished to the Committee who deliberates the same with the Statutory Auditors, the Internal Auditors and the Senior Management of the Company. The findings of the Committee are reported to the Board.

3) Since March, 1995 the Company has formed a Share Transfer Committee comprising of the Chairman, the Managing Director and two Non-executive Directors.

4) The Directors' Report to the Shareholders provides an overall view of the country's economy, the cement industry's performance, future outlook, etc. besides the financial and operational information about the Company. The report also provides information about Human Resource Development and welfare and safety schemes for the employees and villagers.

5) The Company has introduced an Internal Control Manual in February, 1996 which was prepared by an eminent firm of Chartered Accountants. This manual is updated from time to time.

6) For uniform and fair personnel policy, a Personnel Manual has been prepared for various categories of staff and executives.

HUMAN RESOURCE DEVELOPMENT

The Company continues to attach great importance to its human assets. The Performance Management System introduced in late 1998 has settled down very well and continues to provide all round enthusiasm and challenge to the executives' to achieve their goals.

SAFETY AND WELFARE MEASURES

Regular training programmes are conducted to train employees for following various safety measures. Recently, the Company has upgraded its Medical Centre for providing better health facilities to the employees and residents of its housing colony. There are two senior resident doctors whose services are available round' the clock for meeting any emergency. It has now become possible to provide regular health check-up facility to prevent any major disease. The Company has also been operating a full fledged Yoga centre for the employees, their families and school children - so essential in today's stressful life.

For preventing diseases, special drives are organised from time to time. Under the National False Polio Programme, house to house campaigning was organised to immunise every child staying in the housing colony. Similarly, Anti-Hepatitis B drive was conducted, whereby vaccination was administered to employees and their families. Special camps were, organised on Hepatitis B and AIDS to bring awareness in the neighbouring villages about general health and hygiene.

The Company's continued commitment to safety and welfare has enabled it to win the first prize for Overall Performance and several other prizes for the year 1999-2000 from the Controller General of Indian Bureau of Mines, Jabalpur - Region. It also has won the first prize in Air Quality Management and second prize in Noise, Vibration & Aesthetic Beauty and Water Quality Management from the Director of Mines Safety, Jabalpur Region. The Company also received the first prize for "Maximum Percentage Reduction in Thermal Energy Consumption" from the Madhya Pradesh Chamber of Cement Manufacturers.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh G. Kapadia, Mr. Peter G. Christiansen and Mr. Sridhar Sampath retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for reappointment.

The Board has, at, its Meeting held on July 31, 1999, appointed Mr. M. Chhabra as Additional Director on the Board of the Company and as Whole-time Director - Finance & Commercial, for a period of five years effective August 1, 1999. In this connection, your attention is drawn to Item, No. 6 of the accompanying Notice of the Annual General Meeting to be held on June 20, 2000.

Mr. Martin Kristesen resigned from the Board on November 10, 1999 and Mr. M. Shankar Narayanan resigned on December 13, 1999. The Board wishes to place on record its appreciation of the contribution made by them during their tenure as Directors. Mr. Sridhar Sampath was appointed as Director on December 9, 1999 in the casual vacancy caused by the resignation of Mr. Kristensen.

Mr. S. Khasonbis joined the Board on May 8, 2000, as a nominee of ICICI Ltd. in place of Ms Chanda Kochhar. The Board wishes to place on record its appreciation of the valuable guidance given by Ms. Kochhar during her tenure as a Director of the Company.

DISCLOSURE OF PARTICULARS

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given in the statement which forms part of this Report. However, as per the provisions of Section 219 (1) (b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure `A' forming part of this Report.

PERSONNEL

The Directors are very appreciative of the steps taken by its employees to increase production and sales. Throughout the year, cordial relations prevailed between the management and the employees.

AUDITORS

The Auditors, M/s N.M. Raiji and Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the prescribed limits under section 224(i) of the Companies Act, 1956.

Mar 31, 1999

The Directors present the Seventh Annual Report and the audited Annual Accounts of the Company for the year ended March 31, 1999.

REVIEW OF OPERATIONS : 1998-99

During the year under review, the country's economy continued to pass through a difficult phase and alongwith other industries, the cement industry's performance also has been severely hampered. The country's industrial growth for the year was a meagre 3.8 % as against 6.6% for the previous year. The mining sector recorded a negative growth of 1.7% during the year, as against 5.9% for 1997-98. The manufacturing sector, an important segment, registered a growth of 4.1% in 1998-99 as against 6.7% in the previous year. In view of this, the mismatch between capacity creation and demand in the cement industry continued, though to a lesser extent. However, during the last quarter of 1998-99, there was a general upswing in demand and prices for cement all over the country, and in particular, in the markets of our interest.

The Company concentrated on identifying and overcoming various technical problems that existed in the plant. Having stabilised the operation of most of its plant and equipment, the Company was able to produce and sell consistently higher volumes from October, 1998 onwards. The sales during the quarter ended 31st March, 1999 was 4,55,823 tonnes which represent 31.7% of the entire year's sales. Through continuous monitoring and introduction of cost effective measures, the Company was able to contain its variable cost in manufacturing and marketing operations within reasonable limits.

Due to the reasons explained above, the Company made an operating profit of Rs. 5,811 lakhs which represents 20.0% of sales. Unfortunately, it was not possible to fully cover the cost of interest and hence there was a marginal cash loss of Rs. 63 lakhs and a total loss of Rs. 3,113 lakhs for the year.

The Company's products continued to enjoy consumer preference and was able to sell its products at competitive prices. The Company's policy to operate directly through dealers has helped in establishing cordial relations with them and is proving beneficial to all the parties concerned.

OPERATING RESULTS

The financial performance for the year ended 31st March, 1999 is given below :

1998-99 1997-98 Rs. Lakhs Rs. Lakhs (8 months)

Turnover & other income 28,988 11,338

Expenditure 23,177 11,427

Profit/ (Loss) before Finance charges and Depreciation / Amortisation 5,811 (89)

Finance Charges 5,874 2,965

Loss after interest but before

Depreciation / Amortisation (63) (3,054)

Depreciation & Amortisation 3,048 1,812

Provision for taxation 2 1

Net Loss (3,113) (4,867)

As against the above results, in the Prospectus dated December 22, 1994, based on the conditions prevalent then, the Company had projected a net profit of Rs. 4,786 lakhs for the year ended March 31, 1999.

During the year under review, the Company achieved production of Ordinary Portland Cement of 14,05,249 tonnes i.e. 70.3% of the installed capacity. Under the difficult circumstances that the Company had to operate, the performance can be considered satisfactory.

FINANCE

The Company wishes to thank State Bank of India, Bank of Baroda and Vijaya Bank for providing adequate working capital facilities for its smooth operations. The Company has been regularly meeting all its obligations for payment of interest and term loan instalments on due dates.

SIGNIFICANT ACTIVITIES DURING THE YEAR 1999 - 2000

As reported in last year's Directors' Report, the Company had decided to augment its power generating capacity from 30 MW to 36 MW by installing an additional D.C. Set of 6 MW. The Company has been able to finalise leasing arrangement for procuring the D.C. Set at a cost of about Rs. 1,500 lakhs. It is expected that the D.C. Set will be operative by November, 1999 which will enable the Company to meet its full requirement of power.

After carrying out the techno-economic feasibility study, the Company has decided to introduce Pozzolona Portland Cement (PPC) in its range of products. It is expected that this will enable the Company to enhance its production and increase profitability. The trial runs are expected to commence during the last quarter of the year.

The Company is aware of the importance of the Y2K problem and has taken necessary steps to ensure Y2K compliance for all its computer systems. A Compliance Committee comprising of senior level executives representing all major functions including manufacturing, information technology and finance has been formed to ensure that all the computer systems, technical and commercial, meet Y2K requirements. An international agency has independently evaluated the Y2K compliance aspects and their recommendations in few minor areas are under implementation.

The expenditure to ensure Y2K compliance will not be material.

FUTURE OUTLOOK

The Union Budget presented by the Finance Minister on 27th February, 1999 has provided substantial benefits to encourage the housing sector. Further, there has been healthy growth in agricultural production during 1998-99. These factors are expected to lead to a spurt in the demand for housing. The Budget has also provided incentives for growth in infrastructure. But for the sudden political instability faced by the country, the year 1999-2000 was expected to be reasonably satisfactory for the cement industry. It is hoped that the measures envisaged in the Budget will, to a substantial extent, be fulfilled and economic reforms will continue.

HUMAN RESOURCES DEVELOPMENT

The Company attaches great importance to the development of Human Resources which are its most important assets. The success or failure of any organisation largely depends upon the quality of its Human Resources and their dedication.

To introduce transparency and impartiality in the measurement of the performance of the employees, Performance Management System was introduced in November, 1998 for the senior executives, to begin with. With the help of eminent external HRD faculty, the executives set their goals for the four month period December, 1998 to March, 1999. The executives set very challenging goals for themselves and they were encouraged to become "Owners" of the same. There was an all round enthusiasm in the organisation to achieve the goals. The review carried out at the end of the year revealed very gratifying and encouraging results in the executives for not only achieving most of the goals, but also in deriving a great satisfaction from the same. In November, 1998, the executives set their goals with the dedication "I WILL". At the end of March, 1999, they had a high degree of satisfaction of "I MADE IT". In a similar manner, goals have been set for the year 1999-2000 and all the executives have committed to work for achieving the goals which will contribute in improving the Company's working.

SAFETY AND WELFARE MEASURES

The Company continues to maintain a high level of awareness towards safety and welfare amongst the employees of the Company. Regular training programmes are conducted to educate and train employees about safe work practices. Meetings of various safety committees and fire drills are held regularly. These efforts towards safety have enabled the Company to win the first prize for 'Fire Safety Provision & Organisation' and 'Lowest Injury Rate Performance' alongwith several other prizes for the year 1998-99 from the Director of Mines Safety, Jabalpur Region. Recreation facilities have been provided at the housing colony. Cultural programmes, festive celebrations and health camps are organised for the benefit of the employees and their family members.

The Company's commitment to safety and welfare does not stop there. It is the aim of the Company to improve the total quality of life in the surrounding areas on an ongoing basis. Towards this end, programmes in health care, providing safe drinking water and improved educational facilities, etc. are provided.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Aziz H. Parpia, Mr. Satish B. Raheja and Mr. Palle O. Joergensen retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. S. N. Shah was appointed Managing Director of the Company with effect from August 25, 1998. In view of his contribution to the substantial improvement in the performance of the Company, the Board at its meeting held on June 24, 1999, has revised the remuneration payable to Mr. Shah effective April 1, 1999, for the balance period of his contract i.e. upto August 25, 2003. The Directors recommend the resolution for approval of the members.

DISCLOSURE OF PARTICULARS

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in the statement which form a part of this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'A' forming part of this Report.

PERSONNEL

The Directors wish to place on record their appreciation of the sincere and dedicated services of all its employees in stabilising the Company's operations.

AUDITORS

The members are requested to appoint Auditors, M/s N.M. Raiji and Co., Chartered Accountants, for the current year. The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken

* Usage of high calorific value coal and furnace oil.

* Use of special refratherm bricks in kiln for reducing coating formation.

* Regular in-plant energy monitoring.

(b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy

* Change to higher grade imported castable in kiln.

* Installation of modified burner in kiln.

* Use of furnace oil sludge from captive plant as fuel.

(c) Impact of measures for reduction of energy consumption and consequent impact on the cost of production of goods

* The above measures have resulted / will result in savings in the consumption of fuel and power, ultimately resulting in savings in the cost of production.

(d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the Schedule :

TECHNOLOGY ABSORPTION

(e) Efforts made in technology absorption as per Form B

FORM B

(See Rule 2)

Form for disclosure of particulars with respect to absorption.

RESEARCH AND DEVELOPMENT ( R & D)

1. Specific areas in which R&D carried out by the Company

* Identification and evaluation of high wear resistance surface for Rollers in Roller press. * Modification of cooler grate plates. * Optimization of grinding and pyro-processing sections.

2. Benefits derived as a result of the above R&D * High Operation safety and high service life of Rollers. * Increased life of grate plates and improved production. * Reduced energy consumption.

3. Future plan of action

* Continuation of the present work in R&D for improvement in processes in various areas.

* Evaluation for manufacture of blended cement. * Use of inexpensive alternative fuel in Hot Air Generators in plant operation. * Exploration of avenues for continuous cost reduction measures.

4. Expenditure on R&D

1998-99 1997-98 (8 Months) Rs. Lakhs Rs. Lakhs Capital Nil Nil

Recurring 4.44 4.08

Total R&d expenditure as percentage of turnover 0.02 0.04

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

* Imparting training to personnel by foreign technicians in various manufacturing techniques.

* Learning new technology by regular interaction with expert technicians from world-renowned cement machinery manufacturers.

* Analysing feedback from users to improve products & services.

2. Benefits derived as result of the above efforts

* Improvement in the existing processes and productivity.

* Cost reduction.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(f) Activities relating to export, initiative taken to increase exports, development of new export markets for products and services and export plans.

* The company is continuously exploring avenues to increase exports to neighbouring countries.

(g) Total foreign exchange used

1998-99 1997-98 (8 Months) Rs. Lakhs Rs. Lakhs

CIF value of Imports 376.85 99.35 Expenditure in foreign currency 1,134.38 1,151.19

Earning in foreign currency 38.52 Nil

Mar 31, 1998

The Directors present the Sixth Annual Report and the audited Annual Accounts of the Company for the year ended March 31, 1998.

REVIEW OF OPERATIONS

During the year under review, the country's GDP growth was only 5% as compared to an average of 7.5% over the previous three years. In addition to this, the cement industry suffered seriously due to a mismatch between capacity creation and demand which persisted throughout the year. As a result of these factors, the performance of cement companies was significantly affected resulting in erosion of profitability.

Under these difficult circumstances, based on partial completion of the project, the Company started commercial production on August 1, 1997 by launching 53 grade cement. The erection and commissioning of the Second Raw Mill, the Second Cement Mill and other balancing equipment was completed by November, 1997. It is heartening to note that despite the delay in completion of the Project, there was no overrun in the project cost of Rs. 61,500 lakhs.

During the year, the Company also introduced 43 grade cement in the market. The Company's products have been very well received and continue to be placed in the premium segment with other established products. The Company's strategy to operate directly through dealers has been welcomed in the market and has been proved beneficial.

OPERATING RESULTS

The financial performance during the eight month period ended March 31, 1998 is given below. This being the first year of operation, there are no figures for the previous year :

1997-98 (8 months)

Rs. Lakhs Rs. Lakhs

Turnover & other income 11,338

Expenditure 11,939 Interest 2,685 14,624

Loss after interest but before depreciation (-) 3,286 Depreciation 1,580 Provision for taxation 1

Net Loss (-) 4,867

As against this, in the Prospectus dated December 22, 1994, based on the conditions prevalent then, the Company had projected a profit of Rs. 3,798 lakhs for the 16 month period ended March 31, 1998.

This year was very complex for the Company's performance. During the first four months, the project was under implementation. For the subsequent four months, the operations were based on a partly completed project and it was only during the balance months, that the Company established its full capacity of two million tonnes per annum.

While the operations were gradually stabilised, the fixed expenses, interest and depreciation had to be fully absorbed. Further, due to depressed market conditions, the price realisation was very low. The combination of these factors resulted in a loss during the period under review. However, the Company was in a position to overcome initial teething problems and achieved cement production of 6,73,533 tonnes during the eight month period ended March 31, 1998. The pro-rata capacity utilisation works out to 67% which under the circumstances can be considered satisfactory.

FINANCE

The Directors wish to confirm that the money raised through the issue of Equity shares and partly convertible Debentures in terms of the Prospectus dated December 22, 1994, has been utilised for the purpose of setting up of the cement project. The Company has been able to arrange adequate working capital funds through its bankers viz. State Bank of India, Bank of Baroda and Vijaya Bank who are also term loan lenders for the project.

POWER

At present, the Company is meeting its entire requirement of power by internal generation through five D.C. Sets of 6 MW each and one D.G. Set of 1 MW. In view of their continuous usage for periods ranging between 13 to 17 months, it has become necessary to operate these Sets to the extent of 90% of their rated capacity. Thus, to run the plant at optimal efficiency, additional power of 4 MW is required.

The power situation in the State of Madhya Pradesh continues to be unsatisfactory. Further, it will take about 18 months for the grid power to be made available to the Company since acquisition of land for the purpose of erection of transmission towers is a very slow and tedious process. The cost of generated power works out to be cheaper as compared to the cost of grid power. In view of the above, the Directors have decided to augment the Company's power generating capacity by 6 MW by installing a D.G. Set at a cost of about Rs. 1,500 lakhs. The funds required for this purpose will be arranged either through suppliers credit/leasing/term loans/privately placed debentures or any other convenient mode.

FUTURE OUTLOOK

The Central Government has laid special emphasis on development of infrastructure and housing. This augurs well for the cement industry. Further, with the economic development, the average per capita consumption of cement is expected to go up from the present abysmally low level of 82 kgs. per annum. It is expected that with restraint on new capacity creation, the industry will be on recovery path from the year 1999 - 2000.

DEMATERIALISATION OF SHARES

With a view to providing efficient and safe dealing in Equity shares, the Company has entered into an agreement with National Securities Depository of India Limited for scripless trading. This system facilitates quick transfers and eliminates the problems of forgery, bad deliveries, fake certificates and is also more cost efficient to the investor.

WELFARE ACTIVITIES

The Company has initiated welfare programmes for the benefit of villagers living near the Plant by providing medical aid, drinking water, improved educational facilities, strengthening of village roads etc.

It has been the continuous endeavour of the Company to provide a healthy and safe environment not only to its employees but also to people residing in the vicinity of the plant. In this connection, the Company was awarded the first prize for Ambient Air Quality Management by the Indian Bureau of Mines, Jabalpur Region. Several other prizes relating to safety were also awarded to the Company by the Director of Mines Safety, Jabalpur Region.

The Company has set up an English medium co-education school in its township in collaboration with Bharatiya Vidya Bhavan, a renowned educational institution in the country. At present, the school is operating up to Standard V and will be affiliated with CBSE, New Delhi. It shall be extended up to Standard X in due course of time.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajan Raheja, Mr. Rajesh Kapadia and Mr. M. Shankar Narayanan retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board at its Meeting held on August 25, 1998, has appointed Mr. S.N. Shah as Managing Director of the Company for a period of five years with effect from the same date. In this connection, your attention is drawn to Item No. 6 of the accompanying Notice of the Annual General Meeting to be held on September 29, 1998.

Ms. Chanda Kochhar joined the Board of Directors on December 11, 1997, as a nominee of ICICI Ltd. in place of Mr. Ananda Mukerji. The Board wishes to welcome Ms. Kochhar and place on record its appreciation of the valuable guidance given by Mr. Mukerji during his tenure as a Director of the Company.

DISCLOSURE OF PARTICULARS

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given in the statement which form a part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.

Information as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure `A' forming part of this Report.

PERSONNEL

The Company has completed recruitment of all key personnel. The Directors wish to place on record their appreciation of the sincere and dedicated services of all its employees in stabilising the Company's operations.

AUDITORS

The members are requested to appoint Auditors, M/s N.M. Raiji & Co., Chartered Accountants, for the current year. The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

ANNEXURE TO THE DIRECTORS' REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken

* Usage of high calorific value coal.

* Regular in-plant energy monitoring.

* Use of energy efficient sodium vapour lamps.

* Installation of capacitors across loads to improve power factor.

(b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy

* Initiating energy audits to identify areas of energy conservation.

* Modification in the slip power recovery system.

* Use of special refratherm bricks in kiln for reducing coating formation.

(c) Impact of measures for reduction of energy consumption and consequent impact on the cost of production of goods

* The above measures have resulted/will result in savings in the consumption of fuel and power, ultimately resulting in savings in the cost of production.

(d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the Schedule :

B. TECHNOLOGY ABSORPTION

(e) Efforts made in technology absorption as per Form B

FORM B

(See Rule 2)

Form for disclosure of particulars with respect to absorption.

RESEARCH AND DEVELOPMENT (R & D)

Specific areas in which R&D carried out by the Company

* Optimisation of raw mix design for improvement in quality of clinker.

* Environmental monitoring & Pollution control.

Benefits derived as a result of the above R&D

* Cost reduction/improved utilisation of material & energy.

* Eco-friendly environment

Future plan of action

* Continuation of the Present work in R&D for improvement in processes in various areas.

* Strengthening infrastructure in R&D by upgrading existing quality control laboratory.

* Improving interaction with research/educational institutes.

* Exploration of avenues for continuous cost reduction measures.

* Conservation and optimum usage of mineral resources through scientific study and on line software.

Expenditure on R&D 1997-98 (8 Months)

Rs. Lakhs

Capital Nil Recurring 4.08 Total R&D expenditure as 0.04 percentage of turnover

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Efforts, in brief, made towards technology absorption, adaptation and innovation

* Imparting training to personnel by foreign technicians in various manufacturing techniques.

* Learning new technology by regular interaction with expert technicians from world-renowned cement machinery manufacturers.

* Analysing feedback from users to improve products & services.

Benefits derived as result of the above efforts

* Improvement in the existing processes and productivity

* Cost reduction

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(f) Activities relating to export, initiative taken to increase exports, development of new export markets for products and services and export plans

* The company is continuously exploring avenues to increase exports to neighbouring countries

(g) Total foreign exchange used Rs. lakhs

CIF value of Imports 99.35 Expenditure in foreign currency 1151.19

Mar 31, 1997

Not available since the information is taken from 199803 annual report.

Mar 31, 1996

The Directors have pleasure in presenting the Fourth Annual Report of the Company alongwith the Accounts for the year ended 31st March, 1996.

ACCOUNTS

The Balance Sheet as at 31st March, 1996 presents the sources and utilisation funds as on the date. The Company has incurred an expenditure of Rs. 31,343 lakhs on project implementation upto 31st March, 1996. Since the project is still under implementation, a Profit and Loss Account has not been prepared but a statement of expenditure incurred during construction period has been presented alongwith the Balance Sheet. Expenditure incurred during construction period will be capitalised under various heads on completion of the project.

PROGRESS OF THE PROJECT

Implementation of the project is in full swing. Imported and most of the indigenous machineries have been received at site. Civil construction is in an advanced stage and erection of the equipment is in progress.

Due to the sudden deterioration of power supply position in the State of Madhya Pradesh, it has become necessary to augment the Company's installed captive power generation capacity from 12 MW to 31 MW, at an approximate cost of Rs. 4,000 lakhs. This will be sufficient to run the entire plant.

The Company expects to commission its plant by December, 1996 as against November, 1996 as stated in the Prospectus dated 22nd December, 1994.

FINANCE

The Company has signed loan agreements with all Financial Institution/Banks who have sanctioned term loans. ICICI has been appointed as Trustees for the Debentureholders and a Trustee Agreement has been signed with them. The Company having completed the process of security creation, was able to draw term loans from Financial Institutions and Banks as per the requirement of the project. As on 31st March,1996, the Company has drawn term loans of Rs. 4,657 lakhs, out of the sanctioned loans of Rs. 24,270 lakhs.

During the year, the Company made two calls of Rs. 64/- each on its partly paid 13.5% Non-convertible Debentures of Rs. 150/- each. As on 31st March, 1996, the aggregate amount paid-up on Debentures was Rs. 5,604.25 lakhs and Calls in arrears were Rs. 95.75 lakhs.

In the Prospectus dated 22nd December, 1994, the Company had projected an expenditure of Rs. 42,172 lakhs upto December, 1995. As against this, it had spent a sum of Rs. 28,362 lakhs upto that date. The major reasons for the variance were reduction in advance payments to suppliers, deferment of delivery of plant & equipment and delay in commencement of civil construction without materially affecting the overall implementation schedule.

The Directors confirm that the money raised through the issues of Equity Shares and Partly Convertible Debentures has been utilised for the purposes of the project.

To finance the requirement of funds of upto Rs. 4,000 lakhs for augmenting the Company's installed captive power generation capacity, it is proposed to issue upto 1,66,70,000 Equity Shares of Rs.10/- each for cash at a price to be determined as per SEBI guidelines or at par, whichever is higher, on preferential basis to the Indian promoters and/or their relatives, group/associate Companies, whether such persons are members of the Company or not, as may be deemed appropriate by the Board. The balance amount of upto Rs.2,333 lakhs is proposed to be raised by way of lease finance/term loans/private placement of debentures.

The Directors recommend the resolution for approval of the members.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company has not commenced production during the period under report and as such there are no particulars to be furnished in respect of Conservation of Energy and Technology Absorption. During the period, there has been an outgo in foreign exchange equivalent to Rs. 9,721.46 lakhs.

Mar 31, 1995

The Directors have pleasure in presenting the Third Annual Report alongwith Accounts for the year ended 31st March, 1995.

ACCOUNTS

The Balance Sheet as at 31st March, 1995 presents the sources and utilisation of funds. The Company has incurred an expenditure of Rs. 7,784.34 lakhs on project implementation upto 31st March, 1995. Since the project is under implementation, a Profit and Loss Account has not been prepared but a statement of expenditure incurred during construction period has been presented alongwith the Balance Sheet. Expenditure incurred during construction period will be capitalised under appropriate heads on completion of the project.

PROGRESS OF THE PROJECT

The Company's 2 million tonnes per annum cement project is making satisfactory progress and is expected to be completed and commissioned, as scheduled, by November 1996.

All permissions required for setting up the plant have been received. The Company has acquired 1,356 acres of land required for the plant, colony, railway siding and mines. Further acquisition of land is in progress. Civil construction on several fronts such as Kiln Foundations, Preheater Homogenising Silo, Clinker Silo, Cement Mill and Raw Mill is going on at a brisk pace. A 5.2 km. long compound wall has been built and construction of railway bridge, roads and workshop is in progress. Site fabrication of equipment has started.

Orders have been placed for all major plant and machinery and delivery of equipment has commenced.

FINANCE

The Company made its maiden public issues of 7,87,60,000 equity shares of Rs. 10/- each, at par, aggregating Rs. 7,876 lakhs and 37,00,000 13.5% secured redeemable partly convertible debentures (PCD) of Rs. 250/- each, at par, aggregating Rs. 9,250 lakhs in the month of January 1995. The issues received a very good response from the public at large. The equity issue was oversubscribed 5.29 times and the debenture issue wasoversubscribed 12.39 times. The Company now has a large family of more than 1,86,000 shareholders located all over the country.

Allotment of the equity shares and PCDs was made on 22nd March, 1995 and after conversion of the PCDs upon allotment, the equity shares and debentures were listed on the stock exchanges at Ahmedabad, Bombay, Delhi and Hyderabad in April 1995. As such, as on 31st March, 1995, the funds raised through the public issues were lying with the Bankers to the Issues pending listing on the aforementioned stock exchanges.

Share Capital of the Company as at 31st March, 1995, after conversion of Part A of the PCDs stood at Rs. 24,029.80 lakhs.

The Directors wish to thank the investing public for its support to the Public Issues.

BORROWINGS

The Company has tied up its full requirement of term loans of Rs. 24,300 lakhs with financial institutions and banks. The Company has signed a foreign currency loan agreement with International Finance Corporation, Washington and a Rupee term loan agreement with The Industrial Credit and Investment Corporation of India Limited. The Company is in the process of signing loan agreements with other banks/institutions who have already sanctioned Rupee term loans.

38,00,000, 13.5% PCDs of Rs. 250/- each aggregating Rs. 95 crores were issued during the year. The convertible Part A of Rs. 100/- each was converted into fully paid equity shares of Rs. 10/- each upon allotment. Out of the non-convertible Part B of Rs. 150/- each, 9,88,00 debentures which were issued to Promoters, Flls, NRIs and OCBs have been fully paid up. On the balance 28,12,000 debentures which have been issued to Indian resident public, Rs. 22/- per debenture has been called up. The aggregate amount paid-up on debentures as at 31st March, 1995 was Rs. 2,100.64 lakhs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not commenced production during the period under report and as such there are no particulars to be furnished in respect of Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings. During the period, there has been an outgo in Foreign Exchange equivalent to Rs. 1,755.74 lakhs by way of capital advances, Rs. 1.41 lakhs for foreign travel, Rs. 9.68 lakhs as fees for technical services and Rs. 109.85 lakhs for appraisal, front end and commitment fees.

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