26 Apr 2017 | Livemint.com

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Prism Cement Ltd.

BSE

  • 97.95 1.10 (1.14%)
  • Vol: 122438
  • BSE Code: 500338
  • PREV. CLOSE
    96.85
  • OPEN PRICE
    97.15
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    97.95(43)

NSE

  • 97.90 0.00 (0%)
  • Vol: 618809
  • NSE Code: PRISMCEM
  • PREV. CLOSE
    97.90
  • OPEN PRICE
    98.30
  • BID PRICE (QTY.)
    97.90(5097)
  • OFFER PRICE (QTY.)
    0.00(0)

Prism Cement Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Company's Philosophy on Corporate Governance

The Company's philosophy on Corporate Governance is to conduct its business in a manner, which is ethical and transparent with all stakeholders in the Company, including shareholders, lenders, creditors and employees. The Company and its Board of Directors firmly believe that strong governance, by maintaining a simple and transparent corporate structure, is integral to creating value on a sustainable basis. Good governance is a continuing exercise and the Company reiterates its commitment to pursue the same in all aspects of its operations in the overall interest of all its stakeholders. The Directors and employees have accepted a Code of Conduct that sets out the fundamental standards to be followed in all actions carried out on behalf of the Company.

In keeping with its commitment to good corporate governance which, it has always believed leads to efficiency and excellence in operations, the Company has adopted practices mandated by the regulations and established its procedures and systems in order to remain always compliant.

1. Board of Directors

Size, Composition and Attendance

i. As on March 31, 2015, the total strength of the Board is eight Directors comprising three executive Directors and five non-executive Directors, of which  three are independent. The Chairman of the Board is a Non-executive Non-independent Director.

ii. During the year ended March 31, 2015, thirteen Board Meetings were held on the following dates : (i) May 10, 2014 (ii) May 27, 2014 (iii) June 19, 2014 (iv) July 7, 2014 (v) July 29, 2014 (vi) September 30, 2014 (vii)  October 17, 2014 (viii) November 20, 2014 (ix) January  16, 2015 (x) January 28, 2015 (xi) February 5, 2015 (xii) February 23, 2015 and (xiii) March 25, 2015.

iii. None of the Directors on the Board is a member on more than ten Committees and Chairman of more than five Committees across all the public companies in which he / she is a Director.

iv. None of the Directors serves as an Independent Director in more than seven listed companies. None of the Executive Directors serves as an Independent Director in more than three listed companies.

v. None of the Independent Directors have any material pecuniary relationship or transactions with the Company.

vi. The following table gives details for the financial year 2014-15 of Directorship, Category, attendance at Board Meetings and at the last Annual General Meeting and number of memberships of Board / Committees of various other public companies :

Board Procedure

The Board meets at regular intervals to review, inter alia, the financial performance of the Company and on other matters requiring its decisions and directions. The tentative yearly calendar of the meetings is finalised before the beginning of the year. Additional meetings are held as and when necessary. The Chairman of various Board Committees brief the Board on all the important matters discussed and decided at their respective Committee meetings, which are generally held prior to the Board meetings.

The Board periodically reviews matters such as strategy and business plans, annual operating and capital expenditure budgets, adoption of quarterly/half-yearly/annual results, investors' grievances, borrowings and investments, issue of securities, compliance certificates, minutes of meetings of the Committees of Directors of the Board and the subsidiary companies including agenda suggested in Annexure 1A to Clause 49 of the Listing Agreement and to the extent applicable. A detailed operations report is also presented at every Board Meeting.

The agenda is circulated to the Board in advance and is backed by necessary supporting information and documents, to enable the Board to take informed decisions and in exceptional cases, additional items of agenda are tabled at the meeting. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions by circulation, as permitted by law, which is noted and confirmed in the subsequent Board meeting.

Familiarisation of Independent Directors

The Company has formulated a policy to familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. Presentations are regularly made to the Board Members covering, inter alia, business environmental scan, the business strategies, operations review, quarterly/half-yearly/annual results, budgets, review of internal audit reports, statutory compliances, risk management, operations of subsidiaries and associates, etc.

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

Governance Codes

a. Code of Conduct

The Board of Directors of the Company has laid down two separate Codes of Conduct - one for Directors and the other for Senior Management and Employees. These Codes are posted on the Company's website www.prismcement.com All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year under review. Declaration to this effect signed by the Managing Director is annexed to this report.

b. Insider Trading Code

In compliance with the SEBI Regulations on prohibition of insider trading, the Company has adopted the following Codes :

i. Code of Conduct for Prohibition of Insider Trading in Securities of Prism Cement Limited to regulate, monitor and report trading by Insiders, Designated Persons and such other persons to whom this Code is applicable.

ii. Code for Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The Code is uploaded on the website of the Company www.prismcement.com/CoreValues/CodeofConduct.

The Codes, inter alia, prohibit trading in the securities of the Company by Directors/employees/insiders while in possession of unpublished price sensitive information in relation to the Company.

All Board Members and the employees have confirmed compliance with the Code.

Independent Directors Meeting

During the year under review, a meeting of the Independent Directors of the Company was held on February 5, 2015, inter alia, to discuss the following :

• Evaluation of the performance of Non-independent Directors and the Board as a whole.

• Evaluation of the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-executive Directors.

• Evaluation of the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting was attended by Ms. Ameeta A. Parpia and Mr. Shobhan M. Thakore.

2. Board Committees

The Board has constituted Committees to deal with specific areas and functions which concern the Company and require closer review. The constitution of the Committees, fixing of terms of reference, appointment of members, etc., are determined by the Board. Recommendations of these Committees are submitted to the Board for approval. These Committees meet from time to time and the minutes of their meetings are periodically placed for the review of the Board.

The Company Secretary acts as the Secretary to all the Committees.

The Board currently has the following Committees :

A. Audit Committee

The Audit Committee of the Company is constituted pursuant to the provisions of the Companies Act, 2013 and the Listing Agreements with the Stock Exchanges. As on March 31, 2015, the Audit Committee comprised of four Non-executive Directors of which three are independent. All the members have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Audit Committee has met seven times during the  year ended March 31, 2015 on (i) May 27, 2014, (ii) July 29, 2014, (iii) September 30, 2014, (iv) October 17, 2014, (v) February 5, 2015, (vi) February 23, 2015 and (vii) March 25, 2015 and the details of attendance by the Committee Members are as follows :

The terms of reference of the Audit Committee cover the matters specified in Section 177 of the Companies Act, 2013 to include :

• The recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

• Review and monitor the auditor's independence and performance and effectiveness of audit process.

• Examination of the financial statements and the auditors' report thereon.

• Approval or any subsequent modification of transactions of the Company with related parties;

• Evaluation of internal financial controls and risk management systems.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

The terms of reference and powers of the Committee are also in accordance with the requirements of Clause 49 of the Listing Agreement and inter aliainclude :

• Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

• Approval of payment to auditors for any other services rendered by them.

• Review of the internal control systems with the management, internal auditors and auditors.

• Review with the management the annual financial statements before submission to the Board for approval, with special emphasis on accounting policies and practices, disclosure of related party transactions, qualifications in the draft audit report, if any, compliance and other legal requirements concerning financial statements.

• Review with the management, the quarterly financial statements before submission to the Board for approval.

• Review the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

• Review Management Discussion and Analysis.

• Review the functioning of the Whistle Blower mechanism.

• Review and discuss with the Management the internal financial controls and risk management systems.

• Review transactions with related parties and grant omnibus approval for transactions which are in the normal course of business and on an arm's length basis and to review and approve such transactions subject to the approval of the Board, where necessary.

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc., of the candidate.

• Review financial statements and investment of unlisted subsidiary companies.

• Any other terms of reference as may be included from time to time.

The Committee has, during the year ended March 31, 2015, reviewed and complied with the responsibilities as laid down in the terms of reference stipulated by the Board and the applicable regulations.

The representative of the Auditors is invited to all the Audit Committee Meetings which have been attended by them. The representatives of the Internal Auditors and the Cost Auditors are invited for the Audit Committee Meetings at which their respective reports are placed. All the Audit Committee Meetings are generally attended by Senior Management Executives of the Company.

B. Nomination & Remuneration Committee

As on March 31, 2015, the Nomination & Remuneration Committee ("NRC") comprises of four non-executive members of the Board viz. Ms. Ameeta A. Parpia -Chairperson, Mr. Rajan B. Raheja, Mr. Rajesh G. Kapadia and Mr. J. A. Brooks.

The Terms of Reference are as per the Companies Act, 2013 and Clause 49 of the Listing Agreement and, inter alia, include the following :

a. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

b. Formulate and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other Employees ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully, relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

c. Review the performance of the Board of Directors.

d. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

Performance Evaluation

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement and the Policy framed by the Board for Performance Evaluation, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared covering various aspects such as attendance at the meetings, participation and contribution, team work, discussions at the Board/Committee Meetings, understanding of the business of the Company, strategy and quality of decision making, etc. The Directors expressed their satisfaction with the evaluation process.

Remuneration Policy

The objective of the Remuneration Policy of the Company for members of the Board of Directors, Key Managerial Personnel (KMP), Senior Management and Employees is to focus on enhancing the value, to retain and motivate Employees and Directors for achieving the objectives of the Company and to place the Company in a leadership position.

The Policy is guided by a reward framework and set of 178 of the Companies Act, 2013 and criteria pertaining to qualifications, positive attributes, integrity and independence of Directors, etc.

a. Criteria of making payments to Non-executive Directors

The Non-executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board/Committee/General Body meetings and commission as under :

(i) The Non-executive Directors are paid sitting fees for attending the Board and Audit Committee meetings as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Non-executive Directors are currently paid sitting fees of Rs.  50,000/- for attending every meeting of the Board (Rs. 20,000/- upto July 7, 2014) and Rs.  40,000/- for attending every meeting of the Audit Committee (Rs. 10,000/- upto July 7, 2014). For the year ended March 31, 2015, the Non-executive Directors were paid in aggregate, an amount of Rs.  28.70 lakhs as sitting fees as under :

(ii) Apart from this, Non-executive Independent Directors (NEDs) are entitled to be paid commission not exceeding 1% of the net profits of the Company, with effect from April 1, 2014. The distribution of commission amongst the NEDs shall be approved by the Nomination & Remuneration Committee/ Board. Due to inadequacy of profits, no commission was proposed to be paid to the Non-executive Directors for the year ended  March 31, 2015.

b. Executive Directors

• The term of office and remuneration of Managing Director and Executive Directors are subject to the approval of the Nomination & Remuneration Committee/Board of Directors, shareholders and Central Government, as may be required and the limits laid down under the Companies Act, 2013 and Schedule V thereto, from time to time.

• The remuneration for the Managing Director and Executive Directors is designed to remunerate them fairly and responsibly. The remuneration comprises of salary, perquisites and performance based incentive, wherever applicable, apart from retirement benefits such as Provident Fund, Superannuation, Gratuity, Leave encashment, etc., as per Rules of the Company and as may be mutually agreed to by the Managing Director/Executive Director(s) and the Nomination & Remuneration Committee/Board.

• While considering the appointment and remuneration of the Managing Director and Executive Directors, the Nomination & Remuneration Committee considers the industry benchmarks, merit and seniority of the person. The Nomination & Remuneration Committee also aims to motivate personnel to deliver Company's key business strategies, create a strong performance-oriented environment and reward achievement of meaningful targets over the short and long-term.

• The tenure of the Managing Director and Executive Directors is for three years and can be terminated by either party by giving six months' notice in writing.

• The Company does not pay any sitting fees, severance fee and no stock option is granted to the Managing Director(s)/Executive Directors.

c. Senior Management Employees

The Company while deciding the remuneration of the Senior Management employees takes into consideration, inter alia, the merit and seniority of the person, employment scenario and industry benchmarks.

The remuneration of the Senior Management employees is based on :

1. A fixed base salary - set at a level aimed at attracting and retaining executives with professional and personal competence, showing good performance towards achieving Company goals.

2. Perquisites - in the form of house rent allowance/accommodation, reimbursement of medical expenses, insurance, conveyance, telephone, leave travel, etc., as may be mutually negotiated and as applicable as per Company Rules.

3. Retirement benefits - contribution to PF, superannuation, gratuity, etc., as may be applicable as per Company Rules.

4. Motivation/Reward - A performance appraisal is carried out annually and promotions/increments/rewards are decided based on the appraisal and recommendation of the concerned Executive Director, where applicable, as per Company Rules.

d. Details of shares of the Company held by the Directors as on March 31, 2015 are as under :

• transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend, etc.

• Overseeing the performance of the Company's Registrar & Transfer Agent.

• Carry out any other function as is referred to by the Board from time to time and/or enforced by any statutory notification/amendment or modification as may be applicable.

• Perform such other functions as may be necessary or appropriate for the performance of its duties.

The Committee has met four times during the year ended March 31, 2015 on May 27, 2014, July 29, 2014, October 17, 2014 and February 5, 2015 and were attended by all the members.

The Board has designated Ms. Aneeta S. Kulkarni, Company Secretary, as Compliance Officer. During the year ended March 31, 2015, six complaints were received from shareholders, which were resolved satisfactorily. As on March 31, 2015, there were no pending investor complaints.

D. Securities Allotment & Transfer Committee

The Company's securities are traded in the dematerialised form on the Stock Exchanges. The Committee is responsible, inter alia, for issue and allotment of securities, issue of duplicate/split/consolidated certificates, share transfer and related applications received from shareholders. As on March 31, 2015, the constitution of the Committee is as under :

C. Stakeholders Relationship Committee

As on March 31, 2015, the Stakeholders Relationship Committee comprises of Ms. Ameeta Parpia -Chairperson, Mr. Rajesh Kapadia and Mr. Vijay Aggarwal as the members of the Committee. The Terms of Reference include :

• Overseeing and reviewing all matters connected with the transfer of the Company's securities.

• Consider, resolve and monitor redressal of investors'/ shareholders'/securityholders' grievances related to

E. Corporate Social Responsibility Committee

The Board of Directors has constituted a Corporate Social Responsibility Committee with the following objectives :

(i) To formulate and recommend a Corporate Social Responsibility (CSR) policy to the Board to recommend amount of expenditure to be incurred on CSR activities;

(ii) To monitor the CSR policy of the Company from time to time;

(iii) To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

Two meetings of the CSR Committee were held on May 27, 2014 and February 5, 2015. The composition of the CSR Committee and the details of attendance at the meetings are as under

F. Risk Management Committee

Risk management is integral to the Company and is controlled through awareness, training, discipline, commitment and prudent risk management strategies. The risk management framework is designed to assess, measure and control risks, including procedures for mitigating concerns, monitoring compliance with standards and reporting results to the appropriate operations and management groups.

The Board of Directors has constituted a Risk Management Committee with the following broad objectives :

• Assess and provide oversight to the management relating to the identification and evaluation of major strategic, operational, regulatory, information and external risks inherent in the business of the Company and the control processes with respect to such risks.

• Overseeing the risk management, compliance and control activities of the Company, including without limitation, the development and execution by management of strategies to mitigate risks.

• Overseeing the integrity of the Company's systems of operational controls regarding legal and regulatory compliance.

• Overseeing compliance with legal and regulatory requirements, including without limitation, with respect to the conduct of the Company's business; and

• Obtaining assurance from the Management that all known and expected risks are identified and mitigation steps are taken.

The composition of the Risk Management Committee as at March 31, 2015 and the details of attendance at the meeting of the Committee held on May 13, 2015 is as under

Whistle Blower Policy

The Company is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, honesty, integrity and ethical conduct. Accordingly, the Board has established a vigil mechanism by adopting a 'Whistle Blower Policy' for Employees and Directors to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct, if any.

The Whistle Blower Policy provides a mechanism for Directors and Employees of the Company to approach the Chairman of the Company/Chairperson of the Audit Committee of the Company. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Policy is posted on the website of the Company www.prismcement.com/AboutUs/Policies

During the year under review, no employee was denied access to the Audit Committee.

Subsidiary Company

All subsidiary companies are Board managed with their Boards exercising the duties and powers to manage such companies in the best interest of their stakeholders. The Company has formulated a policy for determining 'material' subsidiaries and the same is disclosed on the website of the Company www.prismcement.com/AboutUs/Policies As on March 31, 2015, Raheja QBE General Insurance Company Limited (RQBE), is a material non-listed Indian subsidiary company in terms of Clause 49(V)(A) of the Listing Agreement.

Ms. Ameeta Parpia and Mr. Shobhan Thakore, Independent Directors of the Company, have been appointed as Independent Directors on the Board of RQBE.

The Board reviews the operations and performance of the subsidiary companies as under :

(i) The minutes of the meetings of the Board of Directors of all subsidiary companies are placed before the Board of Directors of the Company and the attention of the Directors is drawn to all significant transactions and arrangements entered into by the subsidiary companies.

(ii) The Audit Committee of the Company reviews the financial statements, in particular, the investments made by the subsidiary companies.

5. Related Party Transactions

The Board has approved a policy on materiality of related party transactions and dealing with related party transactions which has been uploaded on the Company's website www. prismcement.com/AboutUs/Policies

The Company's major related party transactions are generally with its subsidiaries, joint ventures and associates to further the Company's interest. Attention of the members is drawn to the details of transactions in the Annexure 'C' forming part of the Directors' Report.

All other transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interests of the Company. Details of such related party transactions are given in Note No. 44 of the Standalone Financial Statements forming part of this Annual Report.

6. Disclosures

1) There are no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matters related to capital markets during the last three years relating to the above.

2) The Board of Directors has, at its meeting held on May 27, 2014, approved a Whistle Blower Policy for the Company which is available on the Company's website. No personnel has been denied access to the Audit Committee.

3) (i) Mandatory Requirements

The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreements with the Stock Exchanges.

(ii) Non-mandatory Requirements

a. Non-executive Chairman's Office : The Chairman's office is separate from that of the Managing Director and is maintained by the Chairman himself.

b. The statutory annual financial statements of the Company are unqualified.

c. The Company has appointed separate persons to the posts of Chairman and Managing Director/Executive Director.

d. The Internal Auditors have access to the Audit Committee.

4) The Company has followed all relevant Accounting Standards prescribed under the Companies Act, 2013 and Rules thereunder and the guidelines issued by Securities Exchange Board of India while preparing Financial Statements.

7. CEO/CFO Certification

Pursuant to provisions of Clause 49 of the Listing Agreement with the Stock Exchanges, the Managing Director and the Chief Financial Officer of the Company have certified to the Board regarding their review on the Financial Statements, Cash Flow Statements and other matters related to internal controls for the year ended March 31, 2015.

8. Details of General Meetings and Resolutions passed at Annual General Meetings

The Annual General Meeting for the last three years was  held on July 31, 2014, June 25, 2013 and June 26, 2012  respectively. All the three meetings were held at Taj Mahal Hotel, 4-1-999, King Koti Road, Abids, Hyderabad - 500 001.

Three special resolutions were passed at the Annual General Meeting held on June 25, 2013 and four special resolutions were passed at the Annual General Meeting held on July 31,  2014.

The following resolutions were passed using Postal Ballot during the year ended March 31, 2015 :

(i) To borrow in excess of the paid-up share capital and free reserves up to Rs.  2,500 crores pursuant to Section 180(1)(c) and 180(2) of the Companies Act, 2013.

(ii) To create security for such borrowing pursuant to  Section 180 (1)(a) of the Companies Act, 2013.

(iii) To issue Non-convertible Debentures on a private placement basis up to an aggregate amount of Rs.  1,250 crores pursuant to Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014.

(iv) To give/make inter-corporate loans and investments and to provide security pursuant to Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

Ms. Savita Jyoti, Savita Jyoti Associates, Practicing Company Secretaries, Hyderabad was appointed as Scrutiniser for conducting the entire Postal Ballot process in a fair and transparent manner.

The Company had completed the despatch of the Postal Ballot Notice dated May 10, 2014 together with the Explanatory Statement on May 19, 2014, along with forms and postage prepaid business reply envelopes to all the shareholders whose name(s) appeared on the Register of Members/list of beneficiaries as on May 10, 2014.

The voting under the Postal Ballot was kept open from May 20, 2014 to June 17, 2014 (either physically or through electronic mode).

Three Special Resolutions are proposed to be passed at the ensuing Annual General Meeting with regard to Alteration of the Articles of Association, Reclassification of the Authorised Share Capital and consequent Alteration of the Memorandum of Association and to issue/offer Non-convertible Debentures on private placement basis. No Special Resolutions have been proposed to be passed through Postal Ballot.

Means of Communication

• The quarterly/half yearly/annual results of the Company are forwarded to the Bombay Stock Exchange Limited (BSE) and to the National Stock Exchange of India Limited (NSE) where the Company's shares are listed.

• The results are thereafter given by way of a Press Release to various news agencies/analysts and published in The Economic Times (All India-editions) and Sakshi (Hyderabad edition) and are displayed on the Company's website www.prismcement.com/Investors/ Financial Results.

• The Company also informs by way of intimation to BSE and NSE all price sensitive matters or such other matters, which in its opinion are material and of relevance to the investors.

• The quarterly/half-yearly/annual results, shareholding pattern, quarterly compliances and all other corporate communication to the Stock Exchanges viz. BSE and NSE are filed electronically on BSE's on-line portal and NSE's NEAPS portal.

• A separate dedicated section under 'Investors' on the Company's website gives information on unclaimed dividends, financial results, Annual Reports, quarterly compliance reports/communications with the Stock Exchanges and other relevant information of interest to the investors/public.

10. The Management Discussion and Analysis is a part of the Annual Report and is annexed separately.

11. Shareholders Information

A. Annual General Meeting

Date and Time : September 8, 2015 at 9.30 a.m.

Venue : Taj Mahal Hotel,  4-1-999, King Koti Road, Abids, Hyderabad - 500 001.

B. Financial Calendar

- Reporting for the Quarter ending :

June 30, 2015 - Within 45 days from the close of the quarter

September 30, 2015 - Within 45 days from the close of the quarter

December 31, 2015 - Within 45 days from the close of the quarter

March 31, 2016 : Within 60 days from the close of the financial year

Annual General Meeting for the year  2016 : Within six months from the close of the financial year

C. Book Closure :

Tuesday, September 1, 2015 to Tuesday, September 8, 2015 (both days inclusive).

D. Listing on Stock Exchanges

The Company's equity shares are listed on the Bombay Stock Exchange Limited and on the National Stock Exchange of India Limited. The listing fees for the year 2015-16 have been paid to the aforesaid Stock Exchanges

AME OF THE STOCK EXCHANGE -STOCK CODE NO. -CODE ON SCREEN

Bombay Stock Exchange Limited (BSE) : 500338 : PRISM CEMENT LTD  

National Stock Exchange of India Limited (NSE) : PRISMCEM

E. Registrar & Transfer Agent

Karvy Computershare Private Limited, Unit : Prism Cement Limited, Karvy Selenium Tower B,  Plot 31-32, Gachibowli,  Financial District, Nanakramguda,  Hyderabad - 500 032. e-mail : einward.ris@karvy.com website : www.karvycomputershare.com Tel. No. : +91 40 6716 1500/2222 Fax No. : +91 40 6716 1567/2300 1153 Toll Free No. : 1800 345 4001

F. Share Transfer System

Share transfers in physical form are processed and returned to the shareholders within the stipulated time. Half-yearly Transfer Audit and Quarterly Secretarial Audit in terms of the Listing Agreements are regularly carried out by an independent practicing Company Secretary.

Unclaimed and postal returned equity shares have been transferred to the Unclaimed Suspense Account of the Company and shall be transferred to the concerned shareholder upon making a claim to the Company's Registrar & Transfer Agent. Details of the account is as under :

G. Dematerialisation of Shares

Trading of the Company's shares is compulsorily in dematerialised form for all investors. As of March 31, 2015 equity shares representing 98.61% have been dematerialised with the following depositories :

H Addresses

Plant Location

The Company's cement manufacturing facilities are located at Satna, Madhya Pradesh and the cement packing plant is located at Allahabad, Uttar Pradesh. The tile manufacturing facilities are located at Pen, Maharashtra; Dewas, Madhya Pradesh; Kunigal, Karnataka and Karaikal, Puducherry. RMC Readymix (India) Division currently operates 81 readymix concrete plants and 8 aggregate crushers spread across 35 locations in the country.

Correspondence

Shareholders' correspondence should be addressed to the Registrar & Transfer Agent at Hyderabad and also at einward.ris@karvy.com Investors can also mail their queries to the Company at investor@prismcement.com for redressal.

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants (DPs).

I Details of Debenture Trustees

1. IL&FS Trust Company Limited,

The IL&FS Financial Centre,  Bandra Kurla Complex,  Bandra (East), Mumbai - 400 051  

e-mail : itccomplianceofficer@ilfsindia.com

website : www.itclindia.com

Tel. No. : + 91 22 2659 3297

Fax No. : + 91 22 2653 3297

2. Axis Trustee Services Limited,

2nd Floor 'E', Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025

e-mail : debenturetrustee@axistrustee.com

website : www.axistrustee.com  

Tel. No. : +91 22 2425 5215 / 5216

Fax No. : +91 22 2425 4200