Ref.: ASK/UD/848/CG_Annexure-1- Q-1 FY 2020

The National Stock Exchange of India Lid. Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai -400 051 .

Code: PRSMJOHNSN

l. Cn,11p t1~(tlnn nt Bnnrd or DlrrCIOI'~ i Title Name of the DIN (Mr.I Director Ms.)

Mr Shobhan M.

00031788 Thakore

Mr Rajan Raheja 00037480

Mr Vijay Aggarwal 00515412

Mr Vivek K

02986266 Agnihotri

Mr Sarai Chandak 06406126

Mr Atul R, Desai 01918187

Ms Ameeta Parpia 02654277

Dr. Raveendra Mr

Chittoor 02115056

~

Category (Chairperson/

Executive/ Non-Executive/

Independent/ Nominee) &

Chairperson -Non Executive ~ Lndependent Director

Non Executive -Non 1ndependent Director

Executive - Non Independent -Managing Director

Executive - Non Independent Director - CEO (Cement)

Executive - Non Independent Director - CEO (HRJ)

Executive - Non Independent Director - CEO (RMC)

Non Executive -Independent Director

Non Executive -Independent Director

PRISM JOHNSON LIMITED (FORMERLY PRISM CEMENT LIMITED)

PRISM JOHNSON LIMITED Co1·porntc Governnnce Report for the qnnrtcr ended June 30, 2019

An11ex111·e - 1

Date of Initial Date Date of Date of Tenure"' No of Directorship Brilh of Re- cessation (Months) in listed enlilies

Appointment appointment including this listed entity (Refer

Regulation 17 A of Listing

Regulations)

July 3, July 31 , 60

1947 2014 - 5

June 19, April 1, 1994 - - 3

1953

July 8, March 3, March 3, - - 3 1968 2010 2019

March I, August 17. August I 7, - - I 1960 2015 2018

July 21, March 3, - - I 1970 2019

September August 29, - - I 28, 1961 2016

February July 3 I, - 60 4 22, 1965 2014

April 13 , July 3. 2017 - 60 I 1967

Number of Independent

Directorship in listed entily

including this listed entity (Refer

Regulation 17 A( I) of Listing

Regulations)

5

-

2

-

-

-

4

1

Date Julv 8, 2019

BSE Limited, Corporate Relc111onship Department, P J Towers, Dalal Street. Fort. Mumbai - 400 023

Code : 500338

Number of No of post of memberships in Clrnirperson 111 Audit

Audit/ Stakeholder I Stakeholder Commiltee(s) Committee held in

including this listed listed entities entity (Refer including this listed

Regulation 26( I) of entity ( RelC1 Lisling Regulations) Regula lion 26( I) of

Listing Regulations)

5 2

I --

2 I

- ..

- --

- ·-

J J

I -

$ PAN number of any director would not be displayed on the websile of Stock Exchange(s) & Category of directors means executive/non-executive/independent/Nominee If a director fits into more lhan one category write all categories separating them with hyphen j: IJo r.110,.l nnly for Independent Director Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period

Corporate Office: "Rahejas", Main Avenue, V.P. Road, Santacruz (W), Mumbai - 400 054. India. T: +91-22-66754142/43/44 Registered Office: Prism Johnson Limited, 305, Laxmi Niwas Apartments, Ameerpet, Hyderabad - 500 016, India.

W: www.prismjohnson.in E: info@prismjohnson.in

CIN:L26942TG1992PLC014033

II '

Note:

- PRISM JO ...

f ,, "'

' (F :..;

HMSON LIMITED ORMERLY PRISM CEMENT LIMITED)

Name of Name of Committee Category DIN Date of Appointment Date of Cessation Committee members (Chairperson/Exe

cutive/Non-Executive/indepe ndent/Nominee} $

Audit Ms Ameeta Pc1rpia Chairperson -Committee Non Executive - 02654277 May 5, 2010 -

lndenendeot M, Shobhan M, Thako1e Member- Non

Executive - 00031788 July 29, 2014 -lndenendent

Dr_ Raveendra Chittoor Member- Non Execulive - 021 I 5056 August 8, 2017 -Indenendent

Nomination & Chairperson -Remuneration Ms Ameeta P,upic1 Non Executive - 02654277 May5,20l0 -Committee lndeoendent

Member- Non Mr Rajan Raheja Executive - Non 00037480 April 25, 2002 -

Independent

Dr Raveendra Chiuoor Membe1 - Non Executive - 02115056 August 8, 2017 -Independent

Stakeholders Chairperson -Rela11unship Ms Ameeta Parpia Non Execulive • 02654277 May 10, 2014 -Committee Independent

Member-

Mr Vijay Aggarwal Executive - Non 00515412 Mav 10.2014 -Independent

Membet - Non Dr Raveendra Chittoor Executive - 02115056 April I, 2019 -

Independent

Risk Chairperson -Management Mr ViJay Aggarwal Executive - Non 00515412 October 17, 2014 -Committee lndependent

Membe, - Non Ms Arneeta Parpia Executive - 02654277 May 14, 2015 -

Independent

Member-Mr Vivek K. Agnihotri Executive - Non 02986266 August 17,2015 -

J ndependent

Member-Mr Atul R Desai Executive - Non 01918187 August 29, 2016 -

Independent

Member-Mr Sarat Chandak Executive - Non 06406126 November 12, 2018 -

Independent

Mr Manish Bhatia Member 99999999 • August 22, 201 7 -Mr Aneeta S Kulkt1rni Member 99999999 ' May 14, 2015 -

Corporate Social Chairperson -Responsibilily M1 Vijay Agganval Executive - Non 00515412 April I, 2014 -Committee Independent

Member-Mr Vivek K Agnihotri Executive - Non 02986266 August 17, 2015 -

Independent

Member-Mr Atul R Desai Executive - Non 01918187 August 29, 2016 -

Independent

Member-Mr Sm at Chandak Executive - Non 06406126 March 3, 2019 -

Independent

Member- Non Ms Ameeta Pai pia Executive - 02654277 April I, 2014 -

Independent

• Mr Man1sh Bhalla, Chief Financial Officer of the Company and Ms Aneeta Kulkarni 1s Company Secetary of the Company, hence dummy DlN mentioned

Whether Audit Comm1llee/Nomination & Remuneration Commillee/Stnkeholders Rela.t1onship Committf'PIRi~k M;:inr1gr:mr:nl Committee/Corporate Social Responsibility Committee has been appointed

permanent/regular chairperson · Yes

-S-Category of directors means executive/non-execul1ve/independent/Nominee if a director fils into more th:m one category wnte all categories separaling them with hyphen

Ill. Meeting of Board of Directors:

Date(s) of Maximum gap belween any Notes fo1 not Whether requi1ement of No of Directors present No of Independent Directors

Meeting two consecutive (in number providing Date Quorum met (Yes/No) . of days)

06,02 2019 N.A Yes

15,03.2019 55 Days NA Yes

10,05,2019 NA Yes 8

Note: Gap between two meetings shall be calculated on the basl.~ of last meeting of previous quarter and first meeting of relevant quarter

• To be Ulld only for the current quarter meting.

anding the meeting+

3

PRISM JOHNSON LIMITED (FORMERLY PRISM CEMENT LIMITED)

IV.

Name of Date(s) of Maximum gap Name of other Reson for not providing Whether Number of No. of Independent Committee meetmg between any two committee date requirement Directors present • Directors attending

(Enter dates consecutive (in of Quorum the meting• of Previous number of days) met quarter and (Yes/No)

Current

quarter in chronologic

al order)

Audi t Comm ilt."" 05_02-2019 NA Yes Audit Comm1tt 0< OG.()2.2019 91 Days NA. Yes Audl1. Comm1t1ct: o~.os 20 19 NA Yes 3 .1 i\udl t Com1nrtlt:t 10,(15 .20 1~ NA Yes 3 3

Note: • to be tilled in any for the current quarter meeting

V. RelRted Pnrty Transactions:

Subject Compliance status (Yes/No/NA) refer note below

Whether prior approval of audit committee Yes

obtained

Whether shareholder approval obtained for NA

material RPT

Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Yes Committee

Notes: In the column "Compliance Stalus", compliance or non-compliance may be indicated by Yes/No/N A For example, if the Board has been composed in accordance with the requirements of Listing Regulations, 11 Yes 11 may be indicated Similarly, in case the Listed Entity has no related party transactions, the words "NA" may be indicated

If status is "No" details of non-compliance may be given here

VI. Afr.rmations :

The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 . Yes

2 The composition of the following committees is in terms of SEBl(Listing obligations and disclosure requirements) Regulations, 2015 : Yes a Audit committee - Yes

Nomination & remuneration committee- Yes c Stakeholders relationship committee - Yes d Risk management commillee (Applicable to the top 100 listed entities) - Yes

The above committee members have been made aware of their powers, role and responsibilities as specified in SEBl (Listing obligations and disclosure requirements) Regulations, 2015 . Yes

The meetings of the Board of Directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 : Yes

This report and/or the report submitted in the previous quarter has been placed before Board of Directors Any comments/observations/advice of Board of Directors may be mentioned here:

The report of the previous quarter was placed before the Board of Directors There were no comments/observations/advice on the report placed before the Board The report of this quarter will be placed before the

Board at its next meeting

For PRISM JOIINSON LIMITED

~ ~

i\ Nlsl!:TA S, l( lll, K1\R NI 0 OMP,\ y