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	October 27, 2020
The National Stock Exchange (India) Ltd., Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051.	BSE Limited, Corporate Relationship Department, P. J. Towers, Dalal Street, Fort, Mumbai – 400 023.
Code : PRSMJOHNSN	Code : 500338

Dear Sir/Madam,

Ref : Postal Ballot Notice to the Equity Shareholders of Prism Johnson Limited as per the directions of the Hon’ble National Company Law Tribunal, Bench at Hyderabad (‘NCLT’)

As required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Postal Ballot Notice to the Equity Shareholders of Prism Johnson Limited as per the directions of the NCLT, vide its order dated October 14, 2020, for the purpose of considering, and if thought fit, approving the arrangement proposed in the matter of the Composite Scheme of Arrangement and Amalgamation : (i) Demerger of retail/trading business undertakings of TBK Rangoli Tile Bath Kitchen Private Limited, TBK Venkataramiah Tile Bath Kitchen Private Limited and TBK Samiyaz Tile Bath Kitchen Private Limited into its holding company H. & R. Johnson (India) TBK Limited (‘HRJTBK) (ii) subsequent demerger of retail/trading business undertaking of HRJTBK into the Company (iii) reduction of share capital of Silica Ceramica Private Limited (‘Silica’) and (iv) subsequent amalgamation of Milano Bathroom Fittings Private Limited and Silica into the Company and their respective shareholders and creditors by way of Postal Ballot only through remote e-voting.

Pursuant to Sections 230 to 232 read with Sections 108 and 110 of the Companies Act, 2013 and Rules made thereunder, the Company has provided the facility to cast votes on the resolution for approval of the Scheme by Postal Ballot through remote e-voting as per the directions of the NCLT, during the period as stated below :

Manner of voting	Commencement of voting	End of Voting
Postal Ballot through remote e-voting	9:00 a.m. IST On October 28,2020	5.00 p.m. IST On November 27,2020

KFin Technologies Private Limited, Registrar & Transfer Agent of the Company, (‘KFin’) will be providing the facility for voting through remote e-voting.

Voting rights are reckoned on the paid-up value of shares registered in the name of member(s)/list of beneficial owners as received from NSDL/CDSL (‘Depositories’) as on the cut-off date i.e. Friday, October 23, 2020. We would like to further inform that the emails of the Notice along with the Explanatory Statement and other relevant Annexures in accordance with Sections 230 and 232 of the Companies Act, 2013, have been sent today i.e. Tuesday, October 27, 2020, to the Equity Shareholders of the Company who have registered their email addresses with the Company/KFin or the Depository Participants.

The copy of the Postal Ballot Notice to the Equity Shareholders is also available on the website of the Company www.prismjohnson.in.

Kindly take the same on your record and acknowledge.

Yours faithfully,

for PRISM JOHNSON LIMITED

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ANEETA S. KULKARNI COMPANY SECRETARY

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PRISM JOHNSON LIMITED

CIN : L26942TG1992PLC014033

Registered Office : 305, Laxmi Niwas Apartments, Ameerpet, Hyderabad - 500 016 Phone : +91-40-23400218; Fax : +91-40-23402249 e-mail : [email protected]; website : www.prismjohnson.in Corporate Office : Rahejas, Main Avenue, V. P. Road, Santacruz (West), Mumbai - 400 054

E-VOTING ON POSTAL BALLOT – EQUITYSHAREHOLDERS	E-VOTING ON POSTAL BALLOT – EQUITYSHAREHOLDERS	E-VOTING ON POSTAL BALLOT – EQUITYSHAREHOLDERS
Commencingon	:	9.00 A.M. on Wednesday,October 28,2020
Endingon	:	5.00 P.M. on Friday,November 27,2020

Prism Johnson Limited Postal Ballot Notice 1

INDEX	INDEX
Sr. No.	Particulars	Page No.
1.	Postal Ballot Notice to the Equity Shareholders of Prism Johnson Limited as per the directions of the Hon‟ble National Company Law Tribunal,Bench at Hyderabad	004
2.	Explanatory statement under Sections 52, 102, 110 read with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and details & information as required under Rule 6 of the Companies (Compromises,Arrangements and Amalgamations)Rules,2016.	013
3.	Annexure 1: Composite Scheme of Arrangement and Amalgamation as under : a. Demerger of retail/trading business undertakings of TBK Rangoli Tile Bath Kitchen Private Limited („Demerged Company 1‟), TBK Venkataramiah Tile Bath Kitchen Private Limited („Demerged Company 2‟) and TBK Samiyaz Tile Bath Kitchen Private Limited („Demerged Company 3‟), into its holding company H. & R. Johnson (India) TBK Limited („Resulting Company 1‟ or „Demerged Company 4‟) and subsequent demerger of retail/trading business undertaking of „Demerged Company 4‟ into Prism Johnson Limited („Resulting Company 2‟ or „Amalgamated Company‟). b. Adjustment of Securities Premium with debit balance of Retained earnings, to the extent available, by way of capital reduction in terms of Sec 52 & other applicable provisions of the Companies Act, 2013 in the books of Silica Ceramica Private Limited. b. Subsequent amalgamation of Milano Bathroom Fittings Private Limited („Amalgamating Company 1‟) and Silica Ceramica Private Limited („Amalgamating Company 2‟), into the Amalgamated Company.	042
4.	Annexure 2 -Order dated the 14~~th~~day of October, 2020, passed in Company Application bearing no. CA No.91/230/HDB/2020, by the Hyderabad Bench of the Hon‟ble National CompanyLaw Tribunal.	107
5.	Annexure 3 -Report adopted by the Board of Directors of the Amalgamated Company, explaining the effect of Scheme on key managerialpersonnel, promoters and non-promoter Shareholders.	131
6.	Annexure 4 -Report adopted by the Board of Directors of the Demerged Company 4, explaining the effect of Scheme on key managerialpersonnel, promoters and non-promoter Shareholders.	134
7.	Annexure 5 -Report adopted by the Board of Directors of the Amalgamating Company 1, explaining the effect of Scheme on key managerialpersonnel, promoters and non-promoter Shareholders.	137
8.	Annexure 6 -Report adopted by the Board of Directors of the Amalgamating Company 2, explaining the effect of Scheme on key managerial personnel, promoters and non-promoter Shareholders.	140

Prism Johnson Limited Postal Ballot Notice 2

9.	Annexure 7 -Report adopted by the Board of Directors of the Demerged Company 1, explaining the effect of Scheme on key managerialpersonnel, promoters and non-promoter Shareholders.	143
10.	Annexure 8 -Report adopted by the Board of Directors of the Demerged Company 2, explaining the effect of Scheme on key managerialpersonnel, promoters and non-promoter Shareholders.	146
11.	Annexure 9 -Report adopted by the Board of Directors of the Demerged Company 3, explaining the effect of Scheme on key managerialpersonnel, promoters and non-promoter Shareholders.	149
12.	Annexure 10 -Audited Financial Statement of Amalgamated Company as on 31.03.2020.	152
13.	Annexure 11- Supplementary Unaudited Financial Statement of Amalgamated Companyfor theperiod ended on 30.06.2020.	320
14.	Annexure 12 -Audited Financial Statement of Demerged Company 4 as on 31.03.2020.	344
15.	Annexure 13- Supplementary Unaudited Financial Statement of Demerged Company4 for theperiod ended on 30.06.2020.	431
16.	Annexure 14 -Audited Financial Statement of Amalgamating Company1 as on 31.03.2020.	442
17.	Annexure 15- Supplementary Unaudited Financial Statement of AmalgamatingCompany1 for theperiod ended on 30.06.2020.	483
18.	Annexure 16 -Audited Financial Statement of Amalgamating Company2 as on 31.03.2020.	491
19.	Annexure 17- Supplementary Unaudited Financial Statement of AmalgamatingCompany2 for theperiod ended on 30.06.2020.	532
20.	Annexure 18 -Audited Financial Statement of Demerged Company 1 as on 31.03.2020.	544
21.	Annexure 19- Supplementary Unaudited Financial Statement of Demerged Company1 for theperiod ended on 30.06.2020.	578
22.	Annexure 20 -Audited Financial Statement of Demerged Company 2 as on 31.03.2020.	585
23.	Annexure 21- Supplementary Unaudited Financial Statement of Demerged Company2 for theperiod ended on 30.06.2020.	619
24.	Annexure 22 -Audited Financial Statement of Demerged Company 3 as on 31.03.2020.	626
25.	Annexure 23- Supplementary Unaudited Financial Statement of Demerged Company3 for theperiod ended on 30.06.2020.	661
26.	Annexure 24- Certificate issued by the Chartered Accountant confirmingthe AccountingTreatmentproposed in the Scheme.	669

Prism Johnson Limited Postal Ballot Notice 3

FORM NO. CAA. 2

[Pursuant to Section 230 (3) and rule 6 and 7 of Companies Act, 2013]

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL BENCH AT HYDERABAD CA No. 91/230/HDB/2020

IN THE MATTER OF COMPANIES ACT, 2013 (18 OF 2013) AND

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 52 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION AMONGST

PRISM JOHNSON LIMITED (RESULTING COMPANY 2 OR AMALGAMATED COMPANY) AND H. & R. JOHNSON (INDIA) TBK LIMITED (RESULTING COMPANY 1 OR DEMERGED COMPANY 4) AND MILANO BATHROOM FITTINGS PRIVATE LIMITED (AMALGAMATING COMPANY 1) AND SILICA CERAMICA PRIVATE LIMITED (AMALGAMATING COMPANY 2) AND TBK RANGOLI TILE BATH KITCHEN PRIVATE LIMITED (DEMERGED COMPANY 1) AND TBK VENKATARAMIAH TILE BATH KITCHEN PRIVATE LIMITED (DEMERGED COMPANY 2) AND TBK SAMIYAZ TILE BATH KITCHEN PRIVATE LIMITED (DEMERGED COMPANY 3) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PRISM JOHNSON LIMITED (CIN : L26942TG1992PLC014033) A Company incorporated under the Companies Act, 1956, Having its Registered Office at 305, Laxmi Niwas Apartments, Ameerpet, Hyderabad - 500016, India

…………. Applicant Company/Amalgamated Company/Resulting Company 2/Company

Prism Johnson Limited Postal Ballot Notice 4

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 and applicable rules made thereunder)

To, The Equity Shareholders of Prism Johnson Limited

NOTICE is hereby given that by an Order dated October 14, 2020 („Order‟) by the Hyderabad Bench of the National Company Law Tribunal („Hon‟ble Tribunal‟ or „NCLT‟) and pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 („the Act‟), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 („the Rules‟), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 („SEBI LODR‟) including any statutory modification(s) or re-enactment(s) thereof for the time being in force, Ministry of Corporate Affairs (“MCA”) General Circulars No.14, 17 & 22/2020 & 33/2020 dated April 8, 2020, April 13, 2020, June 15, 2020 and September 28, 2020 respectively („MCA Circulars‟) and subject to other applicable laws and regulations, that the Special Resolution appended below for the purpose of considering and if thought fit, approving the arrangement proposed in the matter of the Composite Scheme of Arrangement and Amalgamation : (i) Demerger of retail/trading business undertakings of TBK Rangoli Tile Bath Kitchen Private Limited, TBK Venkataramiah Tile Bath Kitchen Private Limited and TBK Samiyaz Tile Bath Kitchen Private Limited into its holding company H. & R. Johnson (India) TBK Limited („HRJTBK) (ii) subsequent demerger of retail/trading business undertaking of HRJTBK into the Company (iii) reduction of share capital of Silica Ceramica Private Limited („Silica‟) and (iv) subsequent amalgamation of Milano Bathroom Fittings Private Limited and Silica into the Company and their respective shareholders („Scheme‟) is proposed to be passed by the Members by way of Postal Ballot only through remote e-voting.

In view of the massive outbreak of COVID-19 pandemic requiring social distancing, MCA has in terms of the above MCA Circulars advised the companies to take all decisions requiring members' approval, other than items of ordinary business or business where any person has a right to be heard, by way of Postal Ballot through remote e-voting mechanism in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of Members at a common venue. MCA has clarified that the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis for companies that are required to provide e-voting facility under the Act while they are transacting any business(es) only by Postal Ballot upto December 31, 2020.

The Company will send Postal Ballot Notice („Notice‟) by email to all its Members who have registered their email addresses with the Company/KFin Technologies Private Limited, Registrar & Transfer Agent of the Company, („KFin‟) or the Depository Participants. Hard copy of Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent only through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

Prism Johnson Limited Postal Ballot Notice 5

The Explanatory Statement pursuant to sections 102 and 110 of the Act pertaining to the Special Resolution setting out the material facts concerning the same and the reasons thereof are annexed hereto for your consideration.

A copy of this notice and the accompanying documents are also placed on the website of the Company viz. www.prismjohnson.in and will also be available on the website of BSE Limited („BSE‟) and National Stock Exchange of India Limited („NSE‟) at www.bseindia.com and www.nseindia.com respectively and also on the website of KFin at www.evoting.kfintech.com.

The Hon‟ble Tribunal has appointed Mrs. Varalakshmi Tadepalli, Advocate to be the Chairperson. The Tribunal has also appointed Mrs. Anantha Laxmi, Advocate, as the Scrutiniser for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.

The above Scheme if approved by the Equity shareholders, will be subject to the subsequent approval of the Hon‟ble Tribunal.

Members are requested to peruse the proposed Resolution along with Explanatory Statement and thereafter record their assent or dissent by means of remote e-voting facility provided by the Company not later than 5:00 p.m. IST on Friday, November 27, 2020, failing which it will be strictly considered that no reply has been received from the Members. Members desiring to exercise their votes are requested to carefully read the instructions in the Notes under the section “Voting through Remote E-voting”.

The Scrutiniser will submit her report to the Chairperson, after completion of scrutiny of the votes. The results of voting by means of Postal Ballot through Remote E-voting will be displayed along with the Scrutiniser‟s Report at the Registered as well as Corporate Office of the Company, communicated to the Stock Exchanges and would also be uploaded on the Company's website: www.prismjohnson.in and on the website of KFin: https://evoting.kfintech.com/. The said Report will also be filed with Hon‟ble Hyderabad Bench of NCLT.

SPECIAL BUSINESS

To consider and if thought fit to pass with requisite majority, the following resolution under Sections 230 to 232 of the Companies Act, 2013 (including any statutory modification(s) thereof for the time being in force) :

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with Section52 and other applicable provisions, if any, of the Companies Act, 2013 („the Act‟), read with Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 (including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force), and other applicable provisions of the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 („SEBI LODR‟) and subject to the approval of the Hyderabad Bench of the Hon‟ble National Company Law Tribunal, and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hyderabad Bench of the Hon‟ble National Company Law Tribunal or by any regulatory or

Prism Johnson Limited Postal Ballot Notice 6

other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Composite Scheme of Arrangement and Amalgamation of Demerger of retail/trading business undertakings of TBK Rangoli Tile Bath Kitchen Private Limited („Demerged Company 1‟), TBK Venkataramiah Tile Bath Kitchen Private Limited („Demerged Company 2‟) and TBK Samiyaz Tile Bath Kitchen Private Limited („Demerged Company 3‟), into its holding company H. & R. Johnson (India) TBK Limited („Resulting Company 1‟ or „Demerged Company 4‟) and subsequent demerger of retail/trading business undertaking of Demerged Company 4 into the Company („Resulting Company 2‟ or „Amalgamated Company‟) and reduction of share capital of Silica Ceramica Private Limited („Amalgamating Company 2‟) and subsequent amalgamation of Milano Bathroom Fittings Private Limited („Amalgamating Company 1‟) and Amalgamating Company 2 into the Amalgamated Company and their respective Shareholders and Creditors („Scheme‟), be and is hereby approved.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon‟ble National Company Law Tribunal, Hyderabad Bench while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE that pursuant to the provisions of : (a) Section 230(4) read with Sections 102, 108 and 110 of the Act; (b) Rule 6 (3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (c) Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or reenactment thereof); (d) Regulation 44 and other applicable provisions of the SEBI LODR; and (e) Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by the Securities and Exchange Board of India („SEBI‟), as amended from time to time and other relevant laws and regulations, as may be applicable, the Applicant Company has provided the facility of voting by Postal Ballot through Remote E-voting only so as to enable the equity shareholders to consider and approve the Scheme by way of the aforesaid resolution. KFin will be providing the facility for voting through remote e-voting.

BY ORDER OF NCLT, HYDERABAD BENCH

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AUTHORISED SIGNATORY PRISM JOHNSON LIMITED

Dated : October 27, 2020 Place : Mumbai

Prism Johnson Limited Postal Ballot Notice 7

Notes :

The relevant Explanatory Statement alongwith the copy of the Scheme pursuant to the provisions of Section 230(3) read with Section 102, 110 and Section 232(2) of the Act and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 along with all annexures in respect of the aforesaid item set out in the Notice is annexed hereto.
The Notice is being sent to the Members whose names appear on the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited („NSDL‟) and Central Depository Services (India) Limited („CDSL‟) as on Friday, October 23, 2020 (“cut-off date”) and is being sent only in electronic mode to those Members whose e-mail addresses are registered with the Company or KFin or the Depository Participant(s). The Company will not be despatching physical copies of Notice to any Member.
Members who have not registered their e-mail addresses are requested to register/update their email addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with KFin by following due procedure.
A copy of this Notice and the accompanying documents are available on the website of the Company at www.prismjohnson.in, website of the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of KFin at https://evoting.kfintech.com.
Members whose names appear on the Register of Members/List of Beneficial Owners as on cut-off date will be considered for the purpose of voting in proportion to their share in the paid-up Equity Share capital of the Company as on the cut-off date. Resolution passed by the Members by way of Postal Ballot through Remote E-voting is deemed to have been passed as if the same has been passed at a General Meeting of the Members.
Members cannot exercise votes by proxy on Postal Ballot.
A Member need not use all his/her/its votes nor does he/she/it need to cast all his/her/its votes in the same way.
Electronic copy of all the documents referred to the accompanying Notice and the Explanatory Statement shall be available for inspection in the investor section of the website of the Company at www.prismjohnson.in.
The details regarding E-voting Event Number, User ID and Password along with other instructions are set out below.
The voting period for Remote E-voting commences on Wednesday, October 28, 2020 at 9:00 A.M. and ends on Friday, November 27, 2020 at 5.00 P.M. During this period, the equity shareholders holding equity shares either in physical form or in dematerialised

Prism Johnson Limited Postal Ballot Notice 8

form, as on Friday, October 23, 2020, being the cut-off date, may cast their vote (for or against) electronically.

Mrs. Anantha Laxmi, Advocate has been appointed as the Scrutiniser by the NCLT vide its Order dated October 14, 2020. The results declared alongwith the Report of the Scrutiniser shall be placed on the website of the Company viz. www.prismjohnson.in and on the website of KFin viz. https://evoting.kfintech.com and shall be communicated to BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed and shall be displayed at the Registered Office as well as at the Corporate Office of the Company. The said results shall also be filed with NCLT, Hyderabad Bench.
The Scrutiniser's decision on the validity of the Postal Ballot shall be final.
The notice will be published through advertisement in e-newspaper (i) Financial Express in the English language; and (ii) Nava Telangana in Telegu language, having circulation in Hyderabad.
In accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority of persons representing three fourth in value of the Shareholders of the Company, voted through Remote E-voting agree to the Scheme.
Procedure for registering the email address and obtaining the Notice and Remote E-voting instructions by the shareholders whose email addresses are not registered with the Depositories (in case of shareholders holding shares in Demat form) or with RTA (in case of shareholders holding shares in physical form) :
i. Those Members who have not yet registered their email addresses are requested to get their email addresses registered by following the procedure given below:
- a. Members holding shares in demat form can get their e-mail ID registered by contacting their respective Depository Participant.
- b. Members holding shares in physical form may register their email address and mobile number with KFin by sending email to [email protected] along with signed scanned copy of the request letter providing the email address, mobile number, self-attested PAN copy and copy of share certificate for receiving the Notice and the e-voting instructions or register their e-mail address with KFin by clicking on https://ris.kfintech.com/clientservices/postalballot/.
ii. Further, those members who have not registered their email addresses and mobile nos. and in consequence could not be served the Notice, may temporarily get themselves registered with KFin, by clicking the link: https://ris.kfintech.com/clientservices/postalballot/ for sending the same. Members are requested to support our commitment to environmental protection by choosing to receive the Company‟s communication through email going forward.

Prism Johnson Limited Postal Ballot Notice 9

iii. With a view to help us serve better, Members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company/RTA to consolidate their holdings in one folio.
iv. Members who have registered their e-mail address, mobile nos., postal address and bank account details are requested to validate/update their registered details by contacting the Depository Participant in case of shares held in electronic form or by contacting KFin, in case the shares are held in physical form.

16. Instructions for Remote E-voting :

A. Voting through electronic means

a) In compliance with the provisions of Section 108 and 110 and other applicable provisions of the Act, if any, the Companies (Management and Administration) Rules, 2014 as amended, SS-2 and Regulation 44 of the SEBI LODR, the Members are provided with the facility to cast their vote electronically on the resolution set forth in this Notice („Remote E-voting‟) through the e-voting platform provided by KFin. Person who is not a member as on the cut-off date should treat this Notice for information purposes only.
b) The Members, whose names appear in the Register of Members/list of Beneficial Owners as on the cut-off date are entitled to vote on the Resolution set forth in this Notice. Members who have acquired shares after the despatch of the Notice may approach KFin for issuance of the User ID and Password for exercising their right to vote by electronic means.
c) Members are requested to note that the Company is providing facility for Remote E-voting and the business is to be transacted through electronic voting system only. A Member may avail of the facility at his/her/its discretion, as per the instructions provided herein.
d) The details of the process and manner for remote e-voting are given below:
i. Initial password is provided in the body of the email.
ii. Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar.
iii. Enter the login credentials i.e. User ID and password mentioned in your email. Your Folio No./DP ID Client ID will be your User ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting your votes.
iv.
After entering the details appropriately, click on LOGIN.
v. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other

Prism Johnson Limited Postal Ballot Notice 10

person and take utmost care to keep your password confidential.

vi.
You need to login again with the new credentials.
vii. On successful login, the system will prompt you to select the EVENT i.e. Prism Johnson Limited.
viii. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click „FOR‟/„AGAINST‟ as the case may be or partially in „FOR‟ and partially in „AGAINST‟, but the total number in „FOR‟ and/or „AGAINST‟ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option „ABSTAIN‟ and the shares held will not be counted under either head.
ix. Cast your votes by selecting an appropriate option and click on „SUBMIT‟. A confirmation box will be displayed. Click „OK‟ to confirm, else „CANCEL‟ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.
x. Corporate/institutional members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/JPG format) of certified true copy of relevant board resolution/authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who is/are authorised to vote, to the Scrutiniser through email at [email protected] and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format „PRISM_EVENT No.‟

B. General Instructions :

a) In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com or contact at [email protected] or Mr. Mohd Mohsin Uddin, Senior Manager, KFin Technologies Private Limited, Selenium, Tower B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana - 500 032 or at the email ID [email protected] or on phone No.: 040-6716 1500 or call KFin's toll free No.: 1800-3454-001 for any further clarifications.
b) Members can also update their mobile number and e-mail ID in the user profile details of the folio which may be used for sending future communication(s).
c) The remote e-voting period commences on Wednesday, October 28, 2020 (9:00 a.m. IST) and ends on Friday, November 27, 2020 (5:00 p.m. IST).
d) During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date Friday, October 23, 2020 may cast their votes electronically by way of Remote E-

Prism Johnson Limited Postal Ballot Notice 11

voting only. The Remote E-voting module shall be disabled for voting thereafter. Once the vote on the resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

BY ORDER OF NCLT, HYDERABAD BENCH

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AUTHORISED SIGNATORY PRISM JOHNSON LIMITED

Dated : October 27, 2020 Place : Mumbai

Prism Johnson Limited Postal Ballot Notice 12

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL BENCH AT HYDERABAD CA No. 91/230/HDB/2020

IN THE MATTER OF COMPANIES ACT, 2013 (18 OF 2013) AND

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 52 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION AMONGST

PRISM JOHNSON LIMITED (RESULTING COMPANY 2 AND AMALGAMATED COMPANY) AND

H. & R. JOHNSON (INDIA) TBK LIMITED (RESULTING COMPANY 1 AND DEMERGED COMPANY 4) AND MILANO BATHROOM FITTINGS PRIVATE LIMITED (AMALGAMATING COMPANY 1) AND SILICA CERAMICA PRIVATE LIMITED (AMALGAMATING COMPANY 2) AND TBK RANGOLI TILE BATH KITCHEN PRIVATE LIMITED (DEMERGED COMPANY 1) AND TBK VENKATARAMIAH TILE BATH KITCHEN PRIVATE LIMITED (DEMERGED COMPANY 2) AND TBK SAMIYAZ TILE BATH KITCHEN PRIVATE LIMITED (DEMERGED COMPANY 3) AND PRISM JOHNSON LIMITED (RESULTING COMPANY 2 AND AMALGAMATED COMPANY) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PRISM JOHNSON LIMITED (CIN : L26942TG1992PLC014033) A Company incorporated under the Companies Act, 1956, having its Registered Office at 305, Laxmi Niwas Apartments, Ameerpet, Hyderabad - 500016, India

…………. Applicant Company/Amalgamated Company/Resulting Company 2/Company

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(2), 102 AND 110 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE POSTAL BALLOT NOTICE

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In this statement TBK Rangoli Tile Bath Kitchen Private Limited is referred to as „Demerged Company 1‟, TBK Venkataramiah Tile Bath Kitchen Private Limited is referred to as „Demerged Company 2‟, TBK Samiyaz Tile Bath Kitchen Private Limited is referred to as „Demerged Company 3‟, H. & R. Johnson (India) TBK Limited is referred to as „Demerged Company 4‟, Milano Bathroom Fittings Private Limited is referred to as „Amalgamating Company 1‟, Silica Ceramica Private Limited is referred to as „Amalgamating Company 2‟ and Prism Johnson Limited is referred to as the „Amalgamated Company‟/„Applicant Company‟/„the Company‟/„PJL‟.
The other definitions contained in the Composite Scheme of Arrangement and Amalgamation („the Scheme‟) will also apply to this statement under Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( ‘ Explanatory Statement‟).
This is a Statement accompanying the Notice to the Equity Shareholders of the Company.
The draft Scheme was placed before the Audit Committee and Board of Directors of the Company at their respective meetings held on October 23, 2019. Thereafter, draft Scheme was submitted to the Stock Exchanges i.e. BSE Limited and NSE Limited. Pursuant to an order dated October 14, 2020 passed by the National Company Law Tribunal, Hyderabad Bench („Tribunal‟) in the Company Application No. CA No. 91/230/HDB/2020 referred to hereinabove, this Notice is being sent for the purpose of considering and, if thought fit, approving the arrangement embodied in the Scheme.
The consent of secured and unsecured creditors of the Company is being taken separately by way of Postal Ballot through Remote E-voting.
Based upon the recommendations of the Audit Committee, the Board of Directors of the Company have come to the conclusion that the Scheme is in the interest of the Company and its shareholders and creditors. A copy of the Scheme, as approved by the Board of Directors of the respective companies and the independent recommendation of the Audit Committee of the Company, is enclosed herewith to this Notice.

7. BACKGROUND OF THE COMPANIES :

(i) Details of the Amalgamated Company :

a. The Amalgamated Company was incorporated on March 26, 1992 under the Companies Act, 1956 under the name and style of „Karan Cement Limited‟ as per the Certificate of Incorporation issued by the Registrar of Companies, Hyderabad, and then a fresh Certificate of Incorporation consequent upon Change of Name was issued on September 15, 1994 by the Registrar of Companies, Hyderabad, and the name was changed to „Prism Cement Limited‟. Then again a fresh Certificate of Incorporation consequent upon Change of Name was issued on April 18, 2018 by the Registrar of Companies, Hyderabad and the name was changed to „Prism Johnson Limited‟ („PJL‟). The Corporate Identification Number of the PJL is L26942TG1992PLC014033 and PAN is AAACP6224A.

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b. PJL is one of India‟s leading integrated building materials‟ company, with a wide range of products from cement, ready-mixed concrete, tiles and bathroom products.
c. The equity shares of PJL are listed on BSE Limited (“BSE”) & National Stock Exchange of India Limited (“NSE”) in India and its non-convertible debentures are listed on BSE. The email id of PJL is [email protected].
b. The Registered Office of PJL is situated at 305, Laxmi Niwas Apartments, Ameerpet, Hyderabad- 16, Telangana– 500016. There has been no change in the registered office address of PJL since inception.
c. The main objects as set out in its Memorandum of Association which is presently carried out by PJL are as follows :
To produce, manufacture, treat, process, refine, prepare, import, export, outsource, trade, distribute, purchase, sell and generally to deal in either as principal or as agents either solely, in partnership, joint venture or any other arrangements, all kinds of cements (ordinary, white, colored, portland, pozzolona, slag, rapid hardening, high alumina, oil well, special, masonry, lime pozzolona and other variants of cement), cement products of every description (pipes, poles, asbestos, sheet, blocks, tiles, garden wares, plaster of paris and articles, things, compounds and preparations connected thereto), all types of clinkers, ready mixed concrete of all kinds, concrete products, materials used in the manufacture of ready mixed concrete and/or building materials for commercial, industrial, residential or any other type of construction, lime, limestone, gypsum, laterite, kankar and/ or by-products thereof, and in connection therewith; to take on lease or acquire, erect, construct, establish, operate, work and maintain factories, quarries, mines, workshops and other works and establishments and to carry on the trading, outsourcing, distribution, survey, prospecting, proving, development, drilling, blasting, screening, washing, raising, beneficiation, mining in open cast process and/or underground process, extracting, contracting, holding, taking on lease or on royalty basis and/or otherwise acquire mines, mining lease, mining licenses, rights, claims to lime, limestone, gypsum, coal, coke, iron ore, lignite, laterite, fuel, hydrocarbons, all kind of metals, asbestos, all major and minor minerals and activities related thereto.

2. To establish and carry on any business relating to manufacture, distributing, trading, fabrication, working and erecting cement plant, mixing plant, weighing plant, measuring plant, crushing plant and plant and machinery of every kind of description relating to building material industry, sale of various machineries and their components, spares for the building materials industry and to offer and render consultancy services for technical, managerial, marketing, logistic, and other operations for building materials industry.

3A. To establish and/or carry on the business of manufacturing / producing, distributing, dealing, importing/exporting, trading, outsourcing, treating, processing, refining, purchasing, selling, retailing and generally to deal in either as principal or as agents either solely, in partnership, joint venture or any other arrangements, of tiles of all kinds including ceramic tiles, vitrified tiles, non vitrified tiles, glazed tiles, un-glazed tiles, pavement tiles, industrial tiles, acid

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resistant tiles, non ceramic tiles, cement tiles; laminated floors, engineered wood floors; glass mosaic; tile adhesives and grouts, mixers, shutters not of metal and other building materials, (non-metallic rigid pipes for building, asphalt, pitch and bitumen, non-metallic transportable buildings, monuments, not of metal) and other building materials, ceramic products, ceramic stains, ceramic filter discs, mechanical toolings for ceramic industry, pumps, organic/inorganic compounds and allied products and apparatus for lighting, heating, steam generating, cooking, refrigerating, drying, ventilating, water supply and sanitary purposes including hobs and hoods (burners and chimney), kitchen ranges, exhaust fans, Instantaneous electric heater, showers, pumped electric showers, power showers, bathroom accessories, bath fittings, bathroom fittings, sanitary wares, kitchen sinks, modular kitchen, kitchen equipments & kitchen cabinets, kitchen accessories, bath tubs, shower panels, shower cubicles, spa bath, saunas, Jacuzzis, steam enclosures (cubicles), taps, mixer taps, faucets, toilets, toilet seats, toilet bowls, urinals, wash basins, water closets, flushing cisterns, jet spray, jet apparatus and parts and including all kind of furniture, fittings and fixtures for all the aforesaid goods and allied products.

3B. To provide, render, outsource services including building construction; repair; installation services, maintenance, including installation of sanitary ware & bathroom fittings, installation of heating equipments and its repairs, installation of shower cubicles, spa bath, saunas, jacuzzis & steam enclosures, installation of modular kitchen, kitchen equipments & kitchen cabinets, pre laying and laying of tiles and laminated floors, designing and laying of glass mosaics, wallpapering, painting, plumbing.

4. To construct, build, develop, maintain, operate, own and transfer infrastructure facilities including housing, roads, highways, bridges, airports, ports, rail systems, water supply projects, irrigation projects, inland waterways and inland ports, ready-mixed concrete plants and systems, aggregate crushers, water treatment systems, solid waste management systems, sanitation and sewerage systems or any other public facilities of a similar nature; any project for providing telecommunication services; to carry on the business of infrastructure projects, civil contracts, providing infrastructure facilities including land, power, water supply, telecommunication, roads, highways, bridges, airports, ports, jetties, rail system, common social infrastructure and other essential facilities, machinery, plant, equipment, ships, vehicles, aircraft, rolling stock factories, movable and immovable property, to undertake real estate business, to buy, sell, lease, or finance the buying and selling and trading in immovable property, land, building, real estate, factories, to borrow, to lend, to negotiate loans, to transact business as promoters, financiers, monetary agents to carry on the business of a company established with the object of financing industrial enterprises, to invest the capital or other funds of the Company in the purchase or acquisition of or rights in movable and immovable property, to use the capital, funds and assets of the Company as security for borrowing and the acquisition of or rights in movable or immovable property, or shares, stocks, debentures, debenture stock bonds, mortgages, obligation, securities, or to finance their acquisition or leasing or hire purchase, to raise, to provide venture capital, to promote or finance the promotion of Joint Stock Companies, to undertake advisory and counseling

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services, to undertake factoring, to purchase the book debts and receivables of companies and to lend or give credit against the same.

5. To generate electrical power by conventional, non-conventional methods including coal, gas, pet coke, lignite, oil, bio-mass, waste, thermal, solar, hydel, geo-hydel, wind and tidal waves; to buy or generate for its own use electricity, steam, gas or any other forms and sources of power; to promote, own, acquire, erect, construct, establish, maintain, improve, manage, operate, alter, carry on, control, take on hire/lease power plants, cogeneration power plants, energy conservation project, power-houses, transmission and distribution systems for generation, distribution, transmission and supply of electrical energy and buy, sell, supply, exchange, market, function as licence and deal in electrical power, energy to the State Electricity Board, State Government, Appropriate Authorities, licensees, specific industrial units and other consumers for industrial, commercial, agricultural, household and any other purpose in India and elsewhere· in any area to be specified by the State Government, Central Government, Local Authority, State Electricity Boards and any other competent authority in accordance with the provisions of Indian Electricity Act, 1910 and/or Electricity (Supply) Act, 1948 or any other statute as may be applicable or any statutory modification or re-enactment thereof and rules made thereunder; to establish captive power plants on a co-operative basis for a group of industrial and other consumer and supply power to the participants in the co-operative effort either directly or through the transmission lines of the State Electricity Board or other authorities by entering into appropriate arrangements.

d. The authorised, issued, subscribed and paid-up share capital of the Company as on June 30, 2020 is as under :

June 30, 2020 is as under :
	(INR in Lakhs)
Authorised Share Capital	Amount

52,50,00,000 Equityshares of Rs.10/- each	52,500.00
Total	52,500.00

Issued, subscribed and paid-up Share Capital	Amount

50,33,56,580 Equityshares of Rs.10/- each	50,335.66
Total	50,335.66

Subsequent to June 30, 2020, there has been no change in the capital structure of PJL.

e. Name of the Promoters, Promoter Group & Directors along with their address :

Details of Promoters

Sr. No.	Name	Address
1.	Manali Investment And Finance Private Limited	Rahejas, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai - 400054
2.	Hathway Investments Private	Rahejas, 4th Floor, Main Avenue Santacruz West,Nr Standard Chartered

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	Limited	Bank, Mumbai - 400054
3.	Coronet Investments Private Limited	Rahejas, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai - 400054
4.	Rajan B. Raheja	Rahejas, 1st Floor, Main Avenue Road, Santacruz (W), Mumbai - 400054
5.	Bloomingdale Investment & Finance Private Limited	Rahejas, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai - 400054
6.	Varahagiri Investment And Finance Private Limited	Rahejas, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai - 400054
7.	Matsyagandha Investment & Finance Private Limited	Rahejas, 1st Floor, Main Avenue Road, Santacruz (W), Mumbai - 400054

Details of Promoter Group

Sr. No.	Name	Address
1.	Suman R. Raheja	Rahejas, 1st Floor, Main Avenue Road, Santacruz (W), Mumbai - 400054
2.	Akshay R. Raheja	Rahejas, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai - 400054
3.	Viren R. Raheja	Rahejas, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai - 400054
4.	R. Raheja Properties Private Limited	Rahejas, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai - 400054
5.	Peninsula Estates Private Limited	Rahejas, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai - 400054
6.	Satish B. Raheja	C/o Kapadia Associates, 910, Raheja Chambers, 213, Nariman Point, Mumbai - 400021

Details of Directors

Sr. No.	Name & Designation	DIN	Address
1.	Mr. Shobhan M. Thakore Chairman	00031788	M/s. Talwar Thakore & Associates,3rd Floor,Kalpataru

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			Heritage, 127, M. G. Road, Mumbai - 400 001
2.	Mr. Rajan Raheja Director	00037480	“Rahejas”,7th Floor, Main Avenue, V. P. Road, Santacruz (W), Mumbai - 400 054
3.	Mr. Vijay Aggarwal Managing Director	00515412	“Rahejas”, 2nd Floor, Main Avenue, V. P. Road, Santacruz (W), Mumbai - 400 054
4.	Mr. Vivek K. Agnihotri Executive Director & CEO (Cement)	02986266	“Rahejas”, 2nd floor, Main Avenue, V. P. Road, Santacruz (W), Mumbai - 400 054
5.	Mr. Sarat Chandak Executive Director & CEO (HRJ)	06406126	7th Floor, Windsor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098
6.	Mr. Atul Desai Executive Director & CEO (RMC)	01918187	7th Floor, Windsor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098
7.	Ms. Ameeta A. Parpia Director	02654277	M/s. A. H. Parpia & Co., 203/204, Prabhat Chambers, 2nd Floor, S. V. Road, Khar (W), Mumbai - 400 052
8.	Dr. Raveendra Chittoor Director	02115056	“Rahejas”, 2nd Floor, Main Avenue, V. P. Road, Santacruz (W), Mumbai - 400 054

(ii) Details of the Demerged Company 1 :

a. TBK Rangoli Tile Bath Kitchen Private Limited („TBK Rangoli‟) (CIN : U74120MH2010PTC209550) (PAN : AADCT6327R), is a private company limited by shares incorporated on October 28, 2010 under the provisions of the Companies Act, 1956. There has been no change in the name of TBK Rangoli since its incorporation. TBK Rangoli being a private limited company, its shares are not listed on any stock exchanges.
b. TBK Rangoli is engaged in the business of retail/trading of tiles, bathroom fittings & kitchens. TBK Rangoli is a wholly owned subsidiary of H. & R. Johnson (India) TBK Limited.
c. The Registered Office of TBK Rangoli is situated at Ground Floor, Kaddiya Wadi, Azad Road Near Fire Brigade Station, Vile Parle (East) Mumbai, Maharashtra -400057.

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d. The Memorandum of Association of TBK Rangoli has never been altered. The main objects as set out in its Memorandum of Association which is presently carried out by TBK Rangoli is as follows :

1. To carry on the business of manufacture, sale, purchase, import, export, trade, trade as a franchisee, distributor, dealer, trade online, or otherwise deal in all kinds of tiles, kitchens, kitchenware, articles, fittings & accessories required in kitchens, bathrooms, bathroom fittings, sanitary ware, furniture, furnishings, fixtures, laminates, floor/wall/ceiling coverings, items of clay or any earthenware, china and terra cotta and ceramic wares of all kinds, hardware, electric fittings, electronic gadgets, equipments, appliances, instruments, artifacts, materials other home products and goods generally required for beautification, decoration, improvement, furnishing, repairs and maintenance of premises, houses, buildings and all types of property and real estate, whether residential or commercial or non-commercial and to render all types of services related thereto and to carry on the business of interior and exterior decorator, designers, plumbers, contractors, furnishers, designers, consultants and planners of buildings, landscapes and to undertake the business of dealers and distributors of material required for interior decoration improvement, beautification of residential, commercial and noncommercial premises, houses, buildings and all types of property and real estate and to render all kinds of services, professionally or otherwise, related to building materials including maintenance, repairs, installation and designing, execution of plans related to the same.

e. The authorised, issued, subscribed and paid-up share capital of TBK Rangoli as on June 30, 2020 is as under :

	(INR in Lakhs)
Authorised Share Capital	Amount
10,000 equityshares of Rs.10/- each	1.00
Total	1.00

Issued, subscribed andpaid-up Share Capital	Amount
10,000 Equityshares of Rs.10/- each	1.00
Total	1.00

Subsequent to June 30, 2020, there has been no change in the capital structure of TBK Rangoli.

f. Name of the Promoters & Directors along with their address :

Details of Promoters

Sr. No.	Name	Address
1.	H. & R. Johnson (India) TBK Limited	7th Floor, Windsor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098
2.	Mr. Sunil Kumar Sethi	Flat No B 1006 Progressive Celebrity, Plot

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No 71 Sector 15 CBD Belapur, Navi Mumbai 400614, Maharashtra, India

Details of Directors

Sr. No.	Name & Designation	DIN	Address
1.	Mr. Anoop Sreekumar Director	03404325	D-204, Rameshwar, Neelkanth Heights, Pokhran Road No. 2, Near Bethany Hospital. Apna Bazar,Thane West - 400610
2.	Mr. Sandeep Kumar Sharma Director	06647712	D1, 206 Balaji Skyz, Nipania Gram, Pipliyakumar, Indore - 452010
3.	Mr. Vinod Kumar Garg Director	08574952	Flat 901, Building A - 4, Coral Heights, Ghodbunder Road, Opp. Suraj Water Park, Kavesar, Kasarvadavli, Thane - 400615.

(iii) Details of the Demerged Company 2 :

a. TBK Venkataramiah Tile Bath Kitchen Private Limited (“TBK Venkat”) (CIN: U26900KA2010PTC056306) (PAN : AADCT6930E), is a private company limited by shares incorporated on December 21, 2010 under the provisions of the Companies Act, 1956. There has been no change in the name of TBK Venkat since its incorporation. TBK Venkat being a private limited company, its shares are not listed on any stock exchanges.
b. TBK Venkat is engaged in the business of retail/trading of tiles, bathroom fittings & kitchens. TBK Venkat is a wholly owned subsidiary of H. & R. Johnson (India) TBK Limited.
c. The Registered Office of TBK Venkat is situated at No. 56 A, Ramamurthy Nagar Main Road, Dodda Banaswadi Opp, New Baldwin Residential School, Bangalore - 560043, Karnataka.
d. The Memorandum of Association of TBK Venkat has never been altered. The main objects as set out in its Memorandum of Association which is presently carried out by TBK Venkat is as follows :
i. To carry on the business of manufacture, sale, purchase, import, export, trade, trade as a franchisee, distributor, dealer, trade online, or otherwise deal in all kinds of tiles, kitchens, kitchenware, articles, fittings & accessories required in kitchens, bathrooms, bathroom fittings, sanitary ware, furniture, furnishings, fixtures, laminates, floor/wall/ceiling coverings, items of clay or any earthenware, china and terra cotta and ceramic wares of all kinds, hardware, electric fittings, electronic gadgets, equipments, appliances, instruments, artifacts, materials other home products and goods generally required for beautification, decoration,

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improvement, furnishing, repairs and maintenance of premises, houses, buildings and all types of property and real estate, whether residential or commercial or non-commercial and to render all types of services related thereto and to carry on the business of interior and exterior decorator, designers, plumbers, contractors, furnishers, designers, consultants and planners of buildings, landscapes and to undertake the business of dealers and distributors of material required for interior decoration improvement, beautification of residential, commercial and noncommercial premises, houses, buildings and all types of property and real estate and to render all kinds of services, professionally or otherwise, related to building materials including maintenance, repairs, installation and designing, execution of plans related to the same .

e. The authorised, issued, subscribed and paid-up share capital of TBK Venkat as on June 30, 2020 is as under :

	(INR in Lakhs)
Authorised Share Capital	Amount
10,000 equityshares of Rs.10/- each	1.00
Total	1.00

Issued, subscribed andpaid-up Share Capital	Amount
10,000 Equityshares of Rs.10/- each	1.00
Total	1.00

Subsequent to June 30, 2020, there has been no change in the capital structure of TBK Venkat.

f. Name of the Promoters & Directors along with their address :

Details of Promoters

Sr. No.	Name	Address
1.	H. & R. Johnson (India) TBK Limited	7th Floor, Windsor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098
2.	Mr. Sunil Kumar Sethi	Flat No. B 1006, Progressive Celebrity, Plot No 71 Sector 15 CBD Belapur, Navi Mumbai - 400614

Details of Directors

Sr. No.	Name & Designation	DIN	Address
1.	Mr. Narsing Rao Joginipally Director	03337843	Flat No. 403, 2-2-647/118, Sree Rama Towers, Central Excise Colony, Bagh Amberpet, Hyderabad - 500013,Telangana
2.	Mr. Vinod Kumar Garg	08574952	Flat 901,BuildingA/4,Coral

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	Director		Heights, Ghodbunder Road Opp. Suraj Water Park, Kavesar, Kasarvadavali,Thane - 400615
3.	Mr. Tapas Sensharma Director	06364280	B/4, 101, Buddha Dev Vihar, Chitalsar, Manpada, Thane - 400610

(iv) Details of the Demerged Company 3 :

a. TBK Samiyaz Tile Bath Kitchen Private Limited („TBK Samiyaz‟) (CIN: U26916MH2007PTC176528) (PAN : AACCT8691B), is a private company limited by shares incorporated on December 6, 2007 under the provisions of the Companies Act, 1956. There has been no change in the name of TBK Samiyaz since its incorporation. TBK Samiyaz being a private limited company, its shares are not listed on any stock exchanges.
b. TBK Samiyaz is engaged in the business of retail/trading of tiles, bathroom fittings & kitchens. TBK Samiyaz is a wholly owned subsidiary of H. & R. Johnson (India) TBK Limited.
c. The Registered Office of TBK Samiyaz is situated at G, 5-10 Ground Floor, Plot no. 6, Savita Raj Complex, Kala Manak Flat Owners Society, CIDCO, New Aurangabad - 431003, Maharashtra.
d. The registered office of TBK Samiyaz and the main objects of the Company have not been changed during the last five years. The main objects as set out in its Memorandum of Association which is presently carried out by the TBK Samiyaz is as follows :

1. To manufacture, sale, purchase, import, export, trade, trade as a franchisee, distributor , dealer, trade online, or otherwise deal goods, such as tiles, floor/wall/ceiling coverings, bricks, bathroom fittings, kitchens, kitchenware, sanitary ware, furnitures, fixtures, furnishings, items of clay or any earthenware, pottery, articles china and terra cotta and ceramic wares of all kinds, hardware, electric fittings, electronic gadgets, equipments, appliances, instruments, materials, artifacts or other material and goods generally required for beautification, decoration, repairs and maintenance of premises whether residential or commercial or non-commercial and home products and to deal in all kinds of materials, gadgets, appliances, instruments, equipments and things required for beautification and decoration of premises whether residential or whether commercial or non-commercial and to render services thereto and to carry on the business of interior and exterior decorator, designers, plumbers, contractors, furnishers, designers, consultants and planners of buildings, landscapes and to undertake the business of dealers and distributors of material required for interior decoration of residential, commercial and non- commercial premises and to render services, professionally or otherwise, related to building materials, repairs and installations including designing and of execution of plans related to the same and to provide all kind of services related thereto.

e. The authorised, issued, subscribed and paid-up share capital of TBK Samiyaz as on June 30, 2020 is as under :

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	(INR in Lakhs)
Authorised Share Capital	Amount
83,000 equityshares of Rs.10/- each	8.30
Total	8.30

Issued, subscribed and paid-up Share Capital	Amount
83,000 Equityshares of Rs.10/- each	8.30
Total	8.30

Subsequent to June 30, 2020, there has been no change in the capital structure of TBK Samiyaz.

f. Name of the Promoters & Directors along with their address :

Details of Promoters

Sr. No.	Name	Address
1.	H. & R. Johnson (India) TBK Limited	7th Floor, Windsor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098
2.	Mr. Ankit Tripathi	4th Floor, D Wing, Munot Residency, Plot 64-65,Thane Naka,Panvel 410206

Details of Directors

Sr. No.	Name & Designation	DIN	Address
1.	Mr. Anoop Sreekumar Director	03404325	D-204, Rameshwar, Neelkanth Heights, Pokhran Road No. 2, Near Bethany Hospital. Apna Bazar,Thane West - 400610
2.	Mr. Vinod Kumar Garg Director	08574952	Flat 901, Building A/4, Coral Heights, Ghodbunder Road, Opp Suraj Water Park, Kavesar, Kasarvadavali,Thane - 400615
3.	Mr. Tapas Sensharma Director	06364280	B/4, 101, Buddha Dev Vihar, Chitalsar, Manpada, Thane – 400610

(v) Details of the Demerged Company 4 :

a. H. & R. Johnson (India) TBK Limited („HRJ TBK‟) (CIN: U45200MH1996PLC101892) (PAN: AAACV4081H), is an unlisted public company limited by shares incorporated on August 16, 1996 under the provisions of the Companies Act, 1956. HRJ TBK was original incorporated as „Vantage Contractors and Developers Private Limited‟. The name was then changed to „Milano Bath Luxuries

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(India) Private Limited‟ from „Vantage Contractors and Developers Private Limited‟ vide fresh certificate of incorporation consequent to change of name dated January 25, 1999. The name „Milano Bath Luxuries (India) Private Limited‟ was changed to „Bella Casa (India) Private Limited‟ vide fresh certificate of incorporation consequent upon change of name dated July 18, 2007. Later vide fresh certificate of incorporation consequent upon change of name dated January 9, 2009 the name was changed from „Bella Casa (India) Private Limited‟ to „H. & R. Johnson (India) TBK Private Limited‟. H. & R. Johnson (India) TBK Private Limited was converted to public company limited by shares to H. & R. Johnson (India) TBK Limited vide fresh certificate of incorporation on change of name on conversion to public limited company dated February 6, 2009.

b. HRJ TBK is engaged, inter alia, directly/indirectly through its subsidiaries and associates in retail/trading in tiles, bathroom fittings and kitchens & branded tiles display unit. It also provides support services. HRJ TBK is a wholly owned subsidiary of Prism Johnson Limited.
c. The Registered Office of HRJ TBK is situated at Windsor, 7th Floor, CST Road Kalina, Santa Cruz (E) Mumbai - 400098.
d. The Memorandum of Association of HRJ TBK was altered by passing of shareholder resolution dated March 31, 2017 to insert clause 1E in the main object of the Company, however, the main business of the Company has not been changed since five years. The main objects as set out in its Memorandum of Association which is presently carried out by the HRJ TBK are as follows :

1. To carry on business as builders, civil and structural engineers, supervisors, surveyors, owners, contractors, architects, estate agents and developers of the dealers inland, soil, plots, buildings, houses, bunglows, industrial complexes, godowns, hospitals, hotel, factories and also to offer all types of building complexes, properties, townships and civil projects and development on turnkey basis in India and abroad.

1A. To manufacture, sale, purchase, import, export, trade, trade as a franchisee, distributor , dealer, trade online, or otherwise deal in all types of goods, including tiles, floor/wall/ceiling coverings, bricks, bathroom fittings, kitchens, kitchenware, sanitary ware, furnitures, fixtures, furnishings, items of clay or any earthenware, pottery, articles china and terra cotta and ceramic wares of all kinds, hardware, electric fittings, electronic gadgets, equipments, appliances, instruments, materials, artefacts or other material and goods generally required for beautification, decoration, repairs and maintenance of premises whether residential or commercial or non-commercial and home products and render services related thereto.
1B. To render services, professionally or otherwise, related to building materials, constructions, repairs and installations including designing and execution of plans related to the same.
1C. To carry on the business of interior and exterior decorator, designers, plumbers, construction contractors, furnishers, designers, consultants and

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planners of buildings, landscapes and to undertake the business of dealers and distributors of material required for interior decoration of residential, commercial and non- commercial premises and to provide all kind of services related thereto.

1D. To deal in all kinds of materials, gadgets, appliances, instruments, equipments and things required for beautification and decoration of premises whether residential or whether commercial or non-commercial.
1E. To carry on the business of mining activities in all its branches and to buy, sell & deal in mining rights, to search, win, get quarry, explore, extract, reduct, smelt, calcine, refine, dress, amalgamate, manipulate and prepare for market ferrous and non-ferrous metal, ore, quartz, metal and mineral substance of all kinds including oil and to carry on any other prospecting, mining and metallurgical operation and to work mines or quarries and to search frame, getwork, process clacing, raise, couch smelt, manufacture, make, merchantable, sell or otherwise deal in iron, coal, coat tar, stone, cement, lime, lime stone, chalk, clay bauxite, soapstone, ores, metals, mineral oils precious and other stones, deposits, product and all other kinds of bye products thereof.
e. The authorised, issued, subscribed and paid-up share capital of HRJ TBK as on June 30, 2020 is as under :

	(INR in Lakhs)
Authorised Share Capital	Amount
5,00,000 Equityshares of Rs.100/- each	500.00
Total	500.00

Issued, subscribed and paid-up Share Capital	Amount
1,61,020 Equityshares of Rs.100/- each	161.02
Total	161.02

Subsequent to June 30, 2020, there has been no change in the capital structure of HRJ TBK.

f. Name of the Promoters & Directors along with their address :

Details of Promoters

Sr. No.	Name	Address
1.	Prism Johnson Limited	305, Laxmi Niwas Apartments, Ameerpet, Hyderabad - 500 016
2.	Mr. Sunil Kumar Sethi	Flat No B 1006 Progressive Celebrity, Plot No 71 Sector 15 CBD Belapur, Navi Mumbai - 400614
3.	Mr. Aaditya Mahadik	161/5008, Kannamwar Nagar – 1, Vikhroli East, Mumbai - 400083

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4.	Mr. Tapas Sensharma	B/4, 101, Buddha Dev Vihar, Chitalsar, Manpada,Thane - 400610,
5.	Mr. Pankaj Sharma	B 107 Chandivali Studio Sunrise Bldg. Raheja Vihar Powai,Sakinaka Mumbai - 400072
6.	Mr. Ankit Tripathi	4th Floor, D Wing, Munot Residency, Plot 64- 65,Thane Naka,Panvel -410206
7.	Mr. Vipin Lodha	Flat No. 44, Building no.1, Vijay Annex, Ghodbunder Road,Thane West - 400607

Details of Directors

Sr. No.	Name & Designation	DIN	Address
1.	Mr. Arun Kumar Agarwal Director	06404309	B – 303, Eva Rodas Enclave, Hiranandani Estate, Ghodbunder Road, Patlipada, Thane West - 400607
2.	Mr. Dinesh Vyas Director	02550960	A-11/102, Prakruti Palms CHS, Brahmand PH 7 off Ghodbunder Rd, Thane - 400607
3.	Mr. Tapas Sensharma Additional Director	06364280	B/4, 101, Buddha Dev Vihar, Chitalsar,Manpada,Thane - 400610

(vi) Details of the Amalgamating Company 1 :

a. Milano Bathroom Fittings Private Limited („Milano‟) (CIN: U28994HP2000PTC006251) (PAN : AAFCS5482A), is a private company limited by shares incorporated on March 8, 2000 under the provisions of the Companies Act, 1956 in the name and style of „Sri Venkateswara Udyog Private Limited‟ and then via fresh certificate of incorporation consequent upon change of name the name was changed to „Milano Bathroom Fittings Private Limited‟ with effect from 26[th] April, 2007. Milano being a private limited company, its shares are not listed on any stock exchanges.
b. Milano is engaged in the business of manufacturing of taps and fittings. Milano is a wholly owned subsidiary of Prism Johnson Limited.
c. The Registered Office of Milano is situated at Plot No. 30, Industrial Township Phase 4, Himuda, Bhatoli Kalan, Baddi Solan - 173205, Himachal Pradesh.

The registered office of Milano was changed from “257/3 Village Sarangpur, Chandigarh - 160014” to “SCO 40, Second Floor, Sector -31D, Cabin No. 1A, Chandigarh 160030” within the Union Territory of Chandigarh with effect from 1st November, 2015. Later the registered office of Milano was shifted from “SCO 40, Second Floor, Sector 31 – D, Cabin No. 1A, Chandigarh – 160030” to present address at “Plot No : 30 , Industrial Township , Phase -4 , HIMUDA, Bhatoli Kalan, Baddi Solan, Himachal Pradesh – 173 205” confirmed by an order of Regional Director bearing the date 6[th] April, 2016 and registered vide certificate of registration of regional director order for change of state dated 20[th] June, 2016.

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d. The object clause of Memorandum of Association of Milano has not been altered and the main business of the Company has not been changed since five years. The main objects as set out in its Memorandum of Association which are presently carried out by Milano are as follows :

1. To assemble, manufacture, pack, prepare, import, export, purchase, buy, sell and generally deal in all kinds of faucets, sanitary fittings, Brassware, Hardwares such as brass fittings, steel fittings, plastic fittings, iron fittings, packing material, card/wooden boxes, powder coated fittings, of any other metal, tiles, ceramicware, glass and wood, glass-ware, insulators, cement and cement products, gypsum, building materials, plastic and plasticware polymerite, solid vinalware, adhesives, firebricks, terracotta, lime, limestone, granite stone, Marble slabs, fibre glass and fibre glassware, refractories, hospitalware, gardenwares.

2. To manufacture, trade, deal, buy ,sell, import, export, in all kinds of Sanitary pipes, drainage pipes, water storage tanks, water filters, whether domestic or industrial, underground sewerage systems, mainholes, mainhole covers, sprinculars whether metallic, non metallic or otherwise. To act as traders, dealers, packers, distributors, stockists, Agents, representatives of any other firm, company or organization who are carrying on the business incidental to which the company is authorized to do.

3. To trade, import, export, repair and install all types of appliances whether electrical, electronic or otherwise household gadgets including fans, blowers, vaccume cleaners, washing machines, exhaust fans, room coolers, air conditioners, mixers, juicers, convectors and televisions. To manufacture, fabricate, machine, finish and process electrical switch gears, starters, microswitches, Bakelite switches, adopters, transformers, stabilizers, control panels of various types.

e. The authorised, issued, subscribed and paid-up share capital of Milano as on June 30, 2020 is as under :

	(INR in Lakhs)
Authorised Share Capital	Amount
73,000 equityshares of Rs.100/- each	73.00
3,87,500 Preference shares of Rs. 100/- each	387.50
Total	460.50

Issued, subscribed and paid-up Share Capital	Amount
72,446 Equityshares of Rs.100/- each	72.45
2,00,000 Preference Shares of Rs.100/- each	200.00
Total	272.45

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Subsequent to June 30, 2020, there has been no change in the capital structure of Milano.

f. Name of the Promoters & Directors along with their address :

Details of Promoters

Sr. No.	Name	Address
1.	Prism Johnson Limited	305, Laxmi Niwas Apartments, Ameerpet, Hyderabad - 500 016
2.	Mr. Sunil Kumar Sethi	Flat No. B / 1006 Progressive Celebrity, Plot No 71 Sector 15 CBD Belapur, Navi Mumbai - 400614

Details of Directors

Sr. No.	Name & Designation	DIN	Address
1.	Mr. Manish Bhatia Director	00748640	Flat 401/402, Richoux Building, Chimbai Road, Bandra West, Mumbai - 400050
2.	Mr. Pankaj Sharma Director	07457710	B 107 Chandivali Studio Sunrise Bldg. Raheja Vihar Powai, Sakinaka,Mumbai - 400078
3.	Mr. Prabir Kumar Ray Director	07457936	Flat no 505, Indra Darshan, Building no.19, Lokhandwala, Oshiwara, Andheri West, Mumbai - 400053

(vii) Details of the Amalgamating Company 2 :

a. Silica Ceramica Private Limited („Silica‟) (CIN: U26933AP2006PTC051977) (PAN : AAKCS8463N), is a private company limited by shares incorporated on December 12, 2006 under the provisions of the Companies Act, 1956. There has been no change in the name of Silica since its incorporation. Silica being a private limited company, its shares are not listed on any stock exchanges.
b. Silica is engaged in the business of manufacturing of ceramic vitrified tiles and glazed vitrified tiles. Silica is a wholly owned subsidiary of Prism Johnson Limited.
c. The Registered Office of Silica is situated at Narayanapuram Unguturu Mandal Narayanapuram - 534407, Andhra Pradesh.
d. The object clause of Memorandum of Association of Silica was altered vide special resolution dated 14[th] October, 2019 to insert clause no. 21 and 22 in „THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS‟ and to renumber former clause 21 to clause 23, however, the main business of the Company has not been changed since five years. The main objects as set out in its Memorandum of Association which are presently carried out by Silica are as follows :

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1. To establish and carry on the business of manufacturing, designing, fabricating, refining, treating, processing, buying, selling, importing, exporting and otherwise dealing in all kinds of tiles, ceramic wares, porcelain, earthen ware, stone ware, sanitary ware, insulators, fire bricks, fire clay and other minerals and any other products similar to and required for the aforesaid products.

2. To carry on the business as manufacturers, processors, dealers, distributors, importers and exporters, designers, developers, of earth ware, china fire clay, drain and water pipes, hallow and solid products for partitions and load bearing walls, ceiling blocks and roof bricks and all allied bricks, tiles, terracotta, sanitary ware, plain and art stone ware, glass color and glazes.

3. To carry on the business of manufacturers of and dealers in materials, articles or goods made or composed wholly or partly of cement, concrete products, lime, clay, gravel, sand, minerals, earth, coke, fuel, china, terracotta and ceramic ware of all kinds.

e. The authorised, issued, subscribed and paid-up share capital of Silica as on June 30, 2020 is as under :

	(INR in Lakhs)
Authorised Share Capital	Amount

12,16,10,000 equity shares of Rs.10/- each	12,161.00
Total	12,161.00

Issued, subscribed and paid-up Share Capital	Amount

12,16,08,283 Equity shares of Rs.10/- each	12,160.83
Total	12,160.83

Subsequent to June 30, 2020, there has been no change in the capital structure of Silica.

f. Name of the Promoters & Directors along with their address :

Details of Promoters

Sr. No.	Name	Address
1.	Prism Johnson Limited	305, Laxmi Niwas Apartments, Ameerpet, Hyderabad - 500 016
2.	Mr. Sunil Kumar Sethi	Flat No. B / 1006 Progressive Celebrity, Plot No 71 Sector 15 CBD Belapur, Navi Mumbai - 400614

Details of Directors

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Sr. No.	Name & Designation	DIN	Address
1.	Mr. Sunil Kumar Sethi Executive Director & CEO	06442737	Flat No B/ 1006, Progressive Celebrity, Plot No. 71, Sector 15, CBD Belapur, Navi Mumbai 400614 Maharashtra,India
2.	Mr. Prem Narayan Trivedi Nominee Director	00535201	2B/1109, Brindaban, Poonam Nagar, Off Mahakali Caves Road, Andheri (E), Mumbai, 400093, Maharashtra,India
3.	Mr. Rajnish Sacheti Nominee Director	00535231	2/701, Garden Estate, Off. Glady Alwares Road, Pokhran Road No. 2, Thane, 400601, Maharashtra, India
4.	Mr. Veerabhadra Rao Geesala Nominee Director	00971755	Door no. 68-1-26B, Ashok Nagar, Kakinada, 533003, Andhra Pradesh,India
5.	Mrs. Kalpana Kaviraj Director	07163512	2B/1009, Brindaban CHS, Poonam Nagar, Off Mahakali Caves Road, Andheri (East), Mumbai, 400093, Maharashtra, India

8. Relationship subsisting between the Companies

The Amalgamating Company 1 & 2, Demerged Companies - 1 to 4 and the Amlagamated Company are considered as Related Party under Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 due to the following reason :

a. The Demerged Companies 1 to 3 are wholly owned subsidiaries of Demerged Company 4.
b. The Demerged Company 4 and Amalgamating Companies 1 & 2 are wholly owned subsidiaries of the Amalgamated Company

9. Salient Features of the Scheme

The key salient features of the Scheme are as follows :

(i) Demerger of retail/trading business undertakings of TBK Rangoli Tile Bath Kitchen Private Limited („Demerged Company 1‟), TBK Venkataramiah Tile Bath Kitchen Private Limited („Demerged Company 2‟) and TBK Samiyaz Tile Bath Kitchen Private Limited („Demerged Company 3‟), into its holding company H. & R. Johnson (India) TBK Limited („Demerged Company 4‟) and subsequent demerger of retail/trading business undertaking of „Demerged Company 4‟ into the Company („Amalgamated Company‟) and reduction of share capital of Silica Ceramica Private Limited („Amalgamating Company 2‟) and subsequent amalgamation of Milano Bathroom Fittings Private Limited („Amalgamating Company 1‟) and Silica Ceramica Private

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Limited („A(„Amalgamating Company 2‟), into the Amalgamated Company and their respective shareholders and creditors.

(ii) The Scheme shall be operative from the Appointed Date, i.e., 1st day of April, 2018.
(iii) The Effective Date of the Scheme shall be the date on which the certified copy of the order sanctioning this Scheme, passed by the National Company Law Tribunal at Hyderabad is filed with the Registrar of Companies, Hyderabad by the Applicant Company.
(iv) The demerger of the Demerged Company 1 to 3 with the Resulting Company 1 and the demerger of the Demerged Company 4 and amalgamation of Amalgamating Company 1 & 2 as a going concern basis into/ with the Amalgamated Company shall be in accordance with the applicable provisions of the Companies Act, 2013.
(v) With effect from the Appointed Date,
a. the Undertakings of Demerged Company 1 to 3 together with all their business and operations including all their assets and liabilities, which is defined more specifically in the Scheme, shall without any further act, instrument, deed or order to be transferred to and be vested with the Demerged Company 4 as a going concern basis.
b. the Undertakings of Demerged Company 4 and Amalgamating Companies 1 & 2 together with all their business and operations including all their assets and liabilities, which is defined more specifically in the Scheme, shall without any further act, instrument, deed or order to be transferred to and be vested with the Amalgamated Company as a going concern basis.
(vi) Upon the Scheme coming into effect, all the employees of Demerged Company 1 to 4 who are exclusively part of the demerged undertakings and all the employees of the Amalgamating Company 1 & 2 and those employees as the board of directors may determine shall stand transferred to the Amalgamated Company on Effective Date on terms and conditions, which as a result, shall not be less favourable than the terms and conditions of employment offered by the demerged companies and Amalgamating Company 1 & 2 (including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans, superannuation plans and/or any other retirement benefits) to the Amalgamated Company as on the said date.
(vii) Upon coming into effect of this Scheme
a. all legal (whether civil or criminal), taxation or other proceedings or investigations of whatsoever nature (including those before any Governmental Authority) initiated by or against Demerged Company 1 to 4 or proceedings or investigations to which Demerged Company 1 to 4 is party to, that pertain to demerged undertaking, whether pending/ongoing as on the Effective Date or which may be instituted any time in the future be enforced by or against the Amalgamated Company as effectually as if the same had been pending and/or arising by or against the Amalgamated Company.

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b. all suits, claims, actions and proceedings by or against the Amalgamating Company 1 & 2 pending and/or arising on or before the Effective Date shall be continued and be enforced by or against the Amalgamated Company as effectually as if the same had been pending and/or arising by or against the Amalgamated Company.
(viii) All the contracts, agreements, deeds or any arrangement to which Demerged Company 1 to 4 is party to, that pertain to demerged undertaking and the Amalgamating Company 1 & 2 is a party shall remain in full force and effect against or in favour of the Amalgamated Company.
(xii) The Amalgamating Company 1 & 2 shall be dissolved without winding up, due to the operation of the Scheme.

10. Rationale of the Scheme :

The Scheme is expected to enable better realisation of potential of the businesses and yield beneficial results and enhanced value creation for the companies which are parties to this Scheme, their respective shareholders, lenders, employees and other stakeholders. The Scheme is proposed with a view to achieve the following benefits:

(a) the proposed Scheme would result in elimination of multiple operating companies‟ structure of Amalgamated Company and thereby would result in consolidation of retail/trading business of certain wholly owned subsidiaries and step-down subsidiaries of Amalgamated Company into a single entity, i.e. Prism Johnson Limited („PJL‟);
(b) the proposed Scheme would result in simplification of operating structure under common management which would lead to elimination of duplicative communication and coordination efforts across multiple entities;
(c) the consolidation of business would lead to better, efficient and economical cost management, cost savings, pooling of resources, optimum utilisation of resources, rationalisation of administrative expenses/services;
(d) the consolidation of business would lead to synergies in operational process and logistics alignment, creating better synergy, better utilisation of human resources and further development and growth of business via a single entity, PJL;
(e) the single entity i.e. PJL would have increased capability for offering products and services by virtue of its enhanced resource base and deeper client relationship, resulting better business potential and prospects for the entity.
(f) the proposed Scheme would help PJL in sharpening its competitiveness and development of long term internal and core competencies through cost savings and benefit of economies of scale unlocked to PJL.
(g) the proposed Scheme will augment the manufacturing footprint and capabilities of PJL, by increasing the scale of manufacturing operations and bettering

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capacity utilisation of PJL, thereby helping in rationalising the number of vendors, aggregating the purchases and managing the supply chain more effectively and efficiently.

(h) the proposed Scheme for consolidation of retail/trading business will also simplify the forward supply chain and management of customers and bring better sales and marketing synergies.
(i) thus, the Scheme, as envisaged, is in the interest of the shareholders, creditors, employees, and other stakeholders of each of the companies by pursuing a focused business approach under a single entity, thereby resulting in overall maximization of value creation of all the stakeholders involved.

The aforesaid are the salient features of the Scheme. You are requested to read the entire text of the Scheme, annexed herewith, to get fully acquainted with the provisions thereof.

Kindly also note that on October 23, 2019, the Board of Directors of the Company approved the Scheme whereby the Hon’ble National Company Law Tribunal has jurisdiction to sanction or reject the Scheme under Section 230-232 of the Companies Act, 2013.

11. BOARD APPROVALS

The Board of Directors of the Amalgamated Company, the Demerged Company 1 to 4 and the Amalgamating Company 1 & 2 at their Board Meetings held on October 23, 2019 had unanimously approved the proposed Composite Scheme of Arrangement & Amalgamation. A copy of the Scheme setting out in detail the terms and conditions of the arrangement that has been approved by Board of Directors of the Amalgamated Company, the Demerged Company 1 to 4 and the Amalgamating Company 1 & 2 at their respective Board Meetings is annexed to this Notice as Annexure 1 and forms part of this Statement.

Names of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate in such resolution passed at the meeting of the Board of Directors :

Prism Johnson Limited - Amalgamated Company

Sr. No.	Name	For	Against	Abstained
1.	Mr. Shobhan M. Thakore		-	-
2.	Mr. Rajan Raheja		-	-
3.	Mr. Vijay Aggarwal		-	-
4.	Mr. Vivek K. Agnihotri		-	-

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5.	Mr. Sarat Chandak		-	-
6.	Mr. Atul Desai		-	-
7.	Ms. Ameeta A. Parpia		-	-
8.	Dr. Raveendra Chittoor		-	-

TBK Rangoli Tile Bath Kitchen Private Limited - Demerged Company 1

Sr. No. 1. 2.	Name	For	Against	Abstained
	Mr. Anoop Sreekumar		-	-
	Mr. Sandeep Kumar Sharma		-	-

TBK Venkataramiah Tile Bath Kitchen Private Limited - Demerged Company 2

Sr. No.	Name	For	Against	Abstained
1.	Mr. Narsing Rao Joginipally		-	-
2.	Mr. Vinod Kumar Garg		-	-

TBK Samiyaz Tile Bath Kitchen Private Limited - Demerged Company 3

Sr. No.	Name	For	Against	Abstained
1.	Mr. Anoop Sreekumar		-	-
2.	Mr. Vinod Kumar Garg		-	-

H. & R. Johnson (India) TBK Limited - Demerged Company 4

Sr. No.	Name	For	Against	Abstained
1.	Mr. Arun Kumar Agarwal		-	-
2.	Mr. Dinesh Vyas		-	-
3.	Mrs. Jagruti Shah		-	-

Milano Bathroom Fittings Private Limited - Amalgamating Company 1

Sr. No.	Name	For	Against	Abstained

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1.	Mr. Manish Bhatia		-	-
2.	Mr. Pankaj Sharma		-	-
3.	Mr. Prabir Kumar Ray		-	-

Silica Ceramica Private Limited - Amalgamating Company 2

Sr. No.	Name	Name	For	Against	Abstained
1.	Mr. Prem Narayan Trivedi			-	-
2.	Mr. S. P. Rajendran		Absent	-	-
3.	Mr. Veerabhadra Rao Geesala		Absent	-	-
4.	Mr.Rajnish Sacheti			-	-
5.	Mrs. Kalpana Kaviraj			-	-
6.	Mrs. Sajitha Kurup		Absent	-	-
Amount		due to unsecured creditors as	on June 30, 2020
Sr. No.		Name of the Company		Amount -	Rs. Crores
1.		Prism Johnson Limited - Amalgamated Company		1584.45
2.		TBK Rangoli Tile Bath Kitchen Private Limited - Demerged Company1		2.65
3.		TBK Venkataramiah Tile Bath Kitchen Private Limited - Demerged Company2		2.09
4.		TBK Samiyaz Tile Bath Kitchen Private Limited - Demerged Company3		0.90
5.		H. & R. Johnson (India) TBK Limited - Demerged Company4		5.02
6.		Milano Bathroom Fittings Private Limited - AmalgamatingCompany1		0.21
7.		Silica Ceramica Private Limited - Amalgamating Company2		61.43

13. Amount due to unsecured creditors as on June 30, 2020

Out of the aforesaid unsecured creditors, the unsecured creditors of all companies, except Amalgamated Company, constituting more than 90% of the total value of the debt have given their consent by way of individual affidavits to the Scheme stating that they aware of the Composite Scheme of Arrangement & Amalgamation and that they do not have any objection to the proposed Scheme. The Hon‟ble Tribunal vide its order dated 14[th] day of October, 2020, was pleased to dispense with the requirement of

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convening the meeting of the unsecured creditors of the aforesaid companies, except PJL, since the 90% of the unsecured creditors have furnished their written consent to the Scheme.

Amount due to Secured Creditors as on June 30, 2020

Sr. No.	Name of the Company	Amount - Rs. Crores
1.	Prism Johnson Limited - Amalgamated Company	1237.89
2.	TBK Rangoli Tile Bath Kitchen Private Limited - Demerged Company1	-
3.	TBK Venkataramiah Tile Bath Kitchen Private Limited - Demerged Company2	-
4.	TBK Samiyaz Tile Bath Kitchen Private Limited - Demerged Company3	-
5.	H. & R. Johnson (India) TBK Limited - Demerged Company4	-
6.	Milano Bathroom Fittings Private Limited - AmalgamatingCompany1	0.19
7.	Silica Ceramica Private Limited - Amalgamating Company2	151.21

Out of the aforesaid secured creditors, the secured creditors of all companies, except Amalgamated Company, constituting more than 90% of the total value of the debt have given their consent by way of individual affidavits to the Scheme stating that they aware of the Composite Scheme of Arrangement & Amalgamation and that they do not have any objection to the proposed Scheme. The Hon‟ble Tribunal vide its order dated 14[th] day of October, 2020, was pleased to dispense with the requirement of convening the meeting of the secured creditors of the aforesaid companies, except PJL, since the 90% of the secured creditors have furnished their written consent to the Scheme.

14. PRE AND POST SCHEME CAPITAL STRUCTURE

a. As the entire share capital of Demerged Company 1 to 3 is held by Demerged Company 4 along with its nominees, it is expressly understood that, upon this Scheme becoming effective, there will be no issue and allotment of any securities by Demerged Company 4 in respect of demerger of demerged undertakings of Demerged Company 1 to 3. Further, there may be reduction in the value of investment held by Demerged Company 4 in Demerged Company 1 to 3.
b. As the entire paid up share capital of Amalgamating Company 1 & 2 are held by Amalgamated Company along with its nominees, it is expressly understood that, upon this Scheme becoming effective, there will be no issue and allotment of any securities by Amalgamated Company in respect of amalgamation. Consequently, the investment of Amalgamated Company in entire paid-up share capital of the Amalgamating Company 1 & 2 shall stand cancelled in the books of Amalgamated Company, pursuant to amalgamation.

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16. DETAILS OF DEBT RESTRUCTURING

The Scheme does not involve any debt restructuring and therefore the requirement to disclose details of debt restructuring is not applicable.

17. EFFECTS OF THE SCHEME ON VARIOUS PARTIES

1. Directors & Key Managerial Personnel (KMPs)

The directors or KMPs of the respective companies or their relatives involved in the Scheme may be affected only to the extent of their shareholding, if any, in the respective companies or to the extent that the said directors/KMP are the directors, partners, members of the companies, firms, bodies corporate and/or beneficiary of trust that holds shares in Demerged Company 1 to 4 and Amalgamating Company 1 & 2 and Amalgamated Company, if any. Further, none of the directors, key managerial personnel and/or relatives of the directors / KMPs of the respective companies involved in the Scheme is concerned or interested, financially or otherwise, in the proposed Scheme. The directors and KMPs of the Amalgamating Company 1 & 2 shall cease to be directors and/or KMP consequent to dissolution of Amalgamating Company 1 & 2 upon the Scheme being effective.

2. Promoter and Non-Promoter Shareholders

Since the Demerged Company 1 to 4 and Amalgamating Company 1 & 2 are direct/indirect wholly owned subsidiaries of the Amalgamated Company, there is no consideration, either in the form of cash or by way of issue of shares, involved pursuant to the Scheme and accordingly no shares will be issued by the Amalgamated Company pursuant to the Scheme to any person or entity. Therefore, there will be no change in the capital structure of the Amalgamated Company and the number of shares and the shareholding pattern of the Amalgamated Company before and after the amalgamation shall remain intact. The shareholding of the Amalgamated Company (and its nominees) in the Amalgamating Company 1 & 2 shall stand cancelled against and to the extent of the investments held by the Amalgamated Company in the Amalgamating Company 1 & 2 upon the approval of the Scheme.

3. Employees

No rights of the staff and employees of the Amalgamated Company are being affected. The services of the employees of the Amalgamated Company shall continue on the same terms and conditions on which they were engaged with the Amalgamated Company. All the employees of Demerged Company 1 to 4 who are exclusively part of the demerged undertakings and all the employees of the Amalgamating Company 1 & 2 and those employees as the board of directors may determine shall stand transferred to the Amalgamated Company on Effective Date on terms and conditions, which as a result, shall not be less favourable than the terms and conditions of employment offered by the Demerged Company 1 to 4 and Amalgamating Company 1 & 2 (including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal

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benefits, gratuity plans, provident plans, superannuation plans and/or any other retirement benefits) to the Amalgamated Company as on the said date.

4. Creditors

The Scheme is expected to be in the best interest of the creditors of the Amalgamated Company and the Demerged Company 1 to 4 (with relation to the demerged undertaking) and Amalgamating Company 1 & 2. Under the Scheme, there is no arrangement proposed either with the creditors of the Amalgamated Company or with the creditors of any of the Demerged Company 1 to 4 (with relation to the demerged undertaking) and Amalgamating Company 1 & 2. No compromise is offered under the Scheme to any of the creditors of the Amalgamated Company or of the Demerged Company 1 to 4 (with relation to the demerged undertaking) and Amalgamating Company 1 & 2. The liability of the creditors of the Amalgamated Company and the Demerged Company 1 to 4 (with relation to the demerged undertaking) and Amalgamating Company 1 & 2, under the Scheme, is neither being reduced nor being extinguished. The rights and interests of creditors of the Amalgamated Company or Demerged Company 1 to 4 (with relation to the demerged undertaking) and Amalgamating Company 1 & 2 will not be prejudicially affected by the Scheme as no sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner and all the creditors of the Demerged (with relation to the Demerged Undertaking) and Amalgamating Companies will become the Creditors of the Amalgamated Company and post the Scheme, the Amalgamated Company will be able to meet its liabilities as they arise in the ordinary course of business. The financial position of the Amalgamated Company will not be adversely affected by the Scheme.

5. Depositors

As on June 30, 2020, the Amalgamated Company has outstanding unclaimed public deposits of Rs. 0.57 Crores. There will be no adverse effect of the Scheme on any such public depositor. As on June 30, 2020, neither the Demerged or Amalgamating Companies have any outstanding public deposits and therefore the effect of the Scheme on any such depositors does not arise.

6. Debenture holders & debenture trustee

As on June 30, 2020, the Amalgamated Company has outstanding Nonconvertible Debentures of Rs. 499 Crores and the Amalgamating Company 2 has outstanding Non-convertible Debentures of Rs. 50 Crores. The Non-convertible Debentures of the Amalgamating Company 2 will be transferred without any further action to the Amalgamated Company. There will be no adverse effect of the Scheme on any such debenture holders and debenture trustee.

18. NO INVESTIGATION PROCEEDINGS

There are no investigation proceedings under the provisions of Chapter XIV of the Companies Act, 2013 and no winding up proceedings instituted and / or pending against the Demerged or Amalgamating Companies and / or the Amalgamated Company.

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19. DETAILS OF APPROVAL FROM REGULATORY AUTHORITIES :

a. The Amalgamated Company‟s equity shares are listed and traded on the BSE Limited („BSE‟) bearing ISIN: INE010A01011 & Scrip Code: 500338 and on the National Stock Exchange of India Limited („NSE‟) bearing Symbol: PRSMJOHNSN. Since the present Scheme solely provides for demerger/amalgamation of the wholly owned subsidiaries with its parent company, no formal approval, is required from the Stock Exchanges or Securities and Exchange Board of India („SEBI‟) for the Scheme, in terms of provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017, and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated 10th March, 2017, and Circular No. CFD/DIL3/CIR/2018/2 dated January 03, 2018 and applicable provisions, if any. In terms of the SEBI Regulations, the present Composite Scheme of Arrangement & Amalgamation is only required to be filed with BSE and NSE (the Stock Exchanges where the Amalgamated Company is listed) for the purpose of disclosure and dissemination on its website. The Amalgamated Company has already filed the Scheme with the Stock Exchange on December 3, 2019.
b. The securities of the Demerged Companies 1 to 4 and Amalgamating Companies 1 & 2 are not listed on any Stock Exchange and hence the question of approval from Stock Exchanges does not arise.
c. The Demerged Companies 1 to 4, Amalgamating Companies 1 & 2 and the Amalgamated Company have jointly pursuant to order of National Company Law Tribunal, Principal Bench dated December 6, 2019 made an application before National Company Law Tribunal, Hyderabad Bench for the sanction of the Scheme under applicable provisions of the Companies Act, 2013.
d. A copy of the Scheme along with the necessary statement under Section 230 read with Rules 6 and 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, is also being forwarded to the Registrar of Companies and other regulatory authorities, in terms of the order dated October 14, 2020 of the Hyderabad Bench of the National Company Law Tribunal.
f. The Scheme is pending for approval of the shareholders, regulatory authorities and the National Company Law Tribunal, Hyderabad bench. A copy of the resolution passed by the Board of Directors of the Company where Scheme has been approved, is filed by the Demerged Companies 1 to 4, Amalgamating Companies 1 & 2 and the Amalgamated Company with the Registrar of Companies. Further, the copy of the Scheme will be duly filed by the Amalgamated Company with the Registrar of Companies.

20. INSPECTION

The following documents will be available for inspection for the shareholders of Amalgamated Company on the website of the Company :

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a. Copy of the Order of the Hon‟ble National Company Law Tribunal, Principal Bench, at New Delhi dated December 6, 2019 passed in the Company Application No. CA-2737(PB)/2019 directing filing of Joint company scheme application by all companies involved in scheme with National Company Law Tribunal, Hyderabad Bench;
b. Copy of the Order of the Hon‟ble National Company Law Tribunal, Bench, at Hyderabad dated October 14, 2020 passed in the Company Application No. CA No. 91/230/HDB/2020 directing obtaining of consent of the Equity Shareholders of the Amalgamated Company by Postal Ballot through Remote E-voting;
c. Copy of the Company Application No. CA No. 91/230/HDB/2020;
d. Memorandum and Articles of Association of the Demerged Companies 1 to 4, Amalgamating Companies 1 & 2 and the Amalgamated Company;
e. Copies of the Audited Financial Statements of Demerged Companies 1 to 4, Amalgamating Companies 1 & 2 and the Amalgamated Company for the previous three financial years ending March 31, 2018, March 31, 2019 and March 31, 2020
f. Copy of the Scheme of Amalgamation of Demerged Companies 1 to 4, Amalgamating Companies 1 & 2 and the Amalgamated Company and their respective shareholders and creditors.
g. Certificate dated October 23, 2019 issued by Statutory Auditor of the Amalgamated Company in relation to the Accounting treatment prescribed in the Scheme is in compliance with the Accounting Standards;
h. Reports adopted by the Board of Directors of Demerged Companies 1 to 4, Amalgamating Companies 1 & 2 and the Amalgamated Company pursuant to the provisions of Section 232 (2)(c) of the Companies Act, 2013.
The Equity shareholders of the Applicant Company may vote through remote E-voting as specifically provided for in the above Notice.
This statement may be treated as an Explanatory Statement under Section 230(3) of the Companies Act, 2013 read with Section 102 of the Companies Act, 2013.

BY ORDER OF NCLT, HYDERABAD BENCH

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AUTHORISED SIGNATORY PRISM JOHNSON LIMITED

Dated : October 27, 2020 Place : Mumbai

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			Prism Johnson Limilcd
			Standalom·CashFlowStatementfo1·theyearendedMarch31,2020
			Allamountsarcin~Croresunlessotherwise	stated
					Year	ended M11rchJI,
			Particul:irs		2020	2019
			CASHFLOWFROMOPERATINGACTJVITJES
			l'rnfllbeforetax		131,6'1	230.05
			Non-cash Adjustmcn( toProfitbefore lax:
			Depreciation, amortisationand impairmentexpense		200.35	160.06
			Impairmenton!radereceivables		19.64	13.66
			Impairment/write-offofnon current assels		2.63	l.87
			Arnortisa(ionofprocessingfees		5.55	5.9J
			Baddebts writtenoff		12.89	11.97
			Unwindingofinterestsand discounts		(2.74)	(176)
			1.ossrn1r!ispos,11ofPropc1·ty,planlmideq11ipmcnl		1.09	J.7,J
			Gain onsaleofinvestments		(5.31)
			Dividendandintcre~tincome		(16.66)	(7.27)
			Finance costs		7.00.30	16!>.09
			Balances writtenback		(0.45)	(0, )9)
			Exchange differences(net)		(0.10)	0.12
			Jmpairment/writ(.'•Offoflnventt)rles		l.50
			Othernon-ca~h!lems		1.88	1.7,1
			Opcrntingprofitbefore<'hange inoperntingassetsandliabililies		552.21	585.48
			Chrmgeinoperatingassetsandliahilltlcs :
			Oecreasc/(incrcase)intrade receivables		(5.) 5)	(68.70)
			Decrease/(incrcase)ininventories		I18.81)	(69,64)
			lncrease/(decrcase)intradepayables		(56,08)	56.58
			Decn'ase/(increase)inotherfinancialassets		(2.81)	(0.27)
			Decreasc/(incre<1se)inloans		(9.60)	(3.97)
			Dccrcasc/(increa~e)inothernon-currentand current assets		(I85.00)	(49.29)
			!11creasc/(decrease)inprovisions		l!.24	(SSI)
			lncrease/(dccrcase)inother curren!and non-current fimmcialliabilities		57.44	99.8-1
			lncre<1sc/(dccreas1;)inother cuncnl and non-currentliabili1ics		(62.76)	(3.59)
			Cashge11cra1edfrom opcrn!ions		280.68	540.9J
			Dit-ccttaxespaid (netorrefunds)		35.07	42.99 ---·---·-····--··----
			Netett.':lilflowfromopcr-uling ucth·Hic~ (A)		245.61	497.92
			CASHFLOWFROMINVESTINGACTIVITIES
			Paynwnl~for a,~'luisitionorPrnp1;11y,plan!	andi!quipment	(341.63)	(2•18.17)
			Paymentsforpmchaseofinvestments		(47.12)	(25.27)
			Proceedsfromsaleofinvestments		6,76	1.88
			ProceedsfromdisposalofPropc11y,plant and equipment		3.63	18.22
			lnteres1received		!6.89	7.21
			Dividend n:ceived		0.02	0.04
			Net .-ash flowusedininvestingactivities(B)		(361.45)	___(24().U'I~
			CASHFLOWSFROMFINANCINGACTIVITIES
			Proceedsfrom borrowings		926.36	632.23
			Repaymentoflong term borrowings		(528.77)	l526.4I)
			~ayrncnt'ofLease !.iability		(28.59)
	'{	1Sf:\~1bict,enlinshorttermborrowings (net)			13.06	(180.12)
,'<-::'-			lnll'tf(J'!id		(!40.'II)	(l50.1! )
'; (!J 1f	~~·\,u,~11·@1m received M ·I'> . 11' 'I I . 'b. T 'd .!VI(.1tl1111 )!VI(emIJ1$!1'1UllOllaxpm				0.95 (60,68)	0J3 (30.34)
'); Nl'Irn.~lft~\'from/(usedln)fln:rndugactivities(C) &,- ~:-,.b /(, ,:,i;,o ~tf!1~ Prism Johnson Limited Postal Ballot Notice					181.92	(254.42)_ 171

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		:2.05Investments	:2.05Investments	:2.05Investments
		Particulars			_M_2tMarch31,
				2020		2019
		;>;on-C~_rrent
			Investments- unquoted(fullypaid-up)
			(a) iine.stments in Equity Instruments - meas:J;-ed alFVIPL		0.02	0.02
			_(;:)_investmentsinEquity [nstrumeniS - desig,rntec'. atF\'70CI
				BL. A Power Private Limited/No.ofShare~ !.75.00.0GO (Previousye2r:1.75.00.000i](Refe.note no. 4.08i	5.:8	2 l.3(<
				TBK Reddy TileBathKitchen Priva:eUm\;ed\No.ofShares 100 (Previous year : 1QO)',		"
				TBK Sh,iramTileBathKitchen Pri,-ate Limited:_>:o.-:ifShares 500 (Previous year : 500);	of
				TBK TileHomePrivate Limited (No.ofShare~ 1 00 (Previous year : I 00) l
				TBK Raj Kamal Tile Bath Kitchen ?riva·,cUmited\,',;o.ofShare~ 100 (Previous. :-en~·.1'-c:,l)}C')
				TBK Deziner's HomePrivateLimited(\:o.ofShares 500 (Previousyear:;\;ii)}("')	i:.
				TBK SoianCeramicsPrivate LimitedU"'>io.ofSharcs100 (Previousyear:Nil))i_*)	lo
				TBK KrishnaTileBath Kitd1en Pr,vatc Limited (No.ofSliaresiO◊(Prcv\ousyear:N"1i)";(,,.)	;;
				TBKPBShah Tile Bath Kitchen Priva1c Limited (No.ofShares2000(Previousyear:Nll)j (~)	0
				TBKShrecGaneshTradersPrivateLimited {No.ofShares l 00 (Previous year : Nil)](*·)	fl-
				_(c)_Jnves'cment indebentureorbonds•measured at FVTOCI
				Government Securities and Governrnen1 Bonds	127.78	128.89
				Debentures!Bonds	102.74	85.SI
				Investment·1nInfrastructure and Socia! sectors	72.44	S>'.'-.66
		Totalaggregateunquotedinvestments			308.16	322.68
		'		Duringtheyear. theGroupdecidedtod\ve5\ifsstake in Joint Venlurcs kno\'.n asTBKPBShahTileBath Kitchen P:-ivate Limited.TBKDez.iner's Home PriYate Limited, TBK Rathi
				Sa!es Agencies Private Limited,TBKKri5hr.a Tile Bath Kitchen Private Limited.TBKRishiCeramicsPrivate Limited,TBKShrcc Ganesh Trndcr:- Private Limited.TBKHor.1eTrends
				Private Limited,TBKAishwarya Tile Bath Kitchen Private Limited.TBKSolan CeramlCsPri\ateLimited.TBKRaj Kamal Tile Bath Kitchen Pri'"ate Limited, which are engagedinreta;1
				activit;- ofTBKsegment.Asa partofthese arrangements the ·1rrecover2ble clues are amo\mtingto~0 .30 Crorcshasbeen charged totheStatementofProfit & Loss.
		" C		Amount lessthan~50.000/-
				Aggregate fair vaiucofquoted investmcms Aggregate fair valueofunquoted inve..qments Aggregate fair valueofinvestments measured at FVTPL Ag;regatefair valueofinvestments designnted a\ FVTOCl Aggrei;ate fair valueofinvestments measured at FVTOC!	308.l6 0.02 5.18 302.96	322.6& 0.02 21.3,:1 301.36
			Curren{
				Investments- unquoted
				(a)in•.-e.<,tmentsindebenturesorbonds~ mezsurcd at FVTOCI GoYemmcnt Securities and Govcmrncn< Bonds	81.24	15.r,2
				OtherDebentures/Bonds	.35.19	."IJ.09
				ir:vestment in Infrastructure andSeda!se('.tors (b) ln-es1rncrits ini\·1utua1Funds - measured at FVTPL	15.15 J8.2l	l4.% 29_()1(
		~<Jtal:iggrcgatcunquotedinve~tments Prism Johnson Limited Postal Ballot Notice			149.i9	109.i'.' 277
!W	&

Prism Johnson Limited Postal Ballot Notice 278

2.0iOtherfinancial assets
Particulars
				~on-currenr						Current
				Asat:'<farch31.					As at'.'1-farch31.
-cc----;-c---,-,-,-c--,,----;-:-,,------------------------''"02"0'-;-;= lnsmance cl2im rec::c:vabk ( refer note4.I 5) 58.94 Bad(Ccposi;, \•.ith71orcthanC\Ch-cm0:1thsr.-.a1ur:ty/rc:;tricteduse) 2.53					2019		)8.94 1.98	2020		2.5(, 2.5.!	2019	~- l -
Baiancc~inSc-crow accounts ,,.iih backs {re:;lrictcd use)				0.05			0.05
Accn.:cd interest				1.19			2.52			14.8-1		]'1,24
BalancesreiatcCti:;,Coal '.\fa1c and lnfra~tructurc{_referrwte 4 l 4)				13.93			)3.93
Otherrecci\'ablcs Totril				13.54 90.18			i6.S0 94.22			_-:;(,_p 56.81		16.8~ 35.20
2.08Deferredtaxassets(net)
Significantcomponentsofdcferre_(i_ta:r.assets/(liabilities_lreco~izedinthefinancialstatementsareasfollows:
Particulars									Asat:\larch3 L
-~~----------~-------------------------------------'="~~='=o~~__ Deferredtaxas~ets_i_(liabilities)in relationto:											2019
Cnabsorbed dcprcciatior,_I_Business losses asperIncomeTa.,										32.98		58.20
Provision for employeebendits										0.2J		58.91
Othertcmpornr}Ciff<?rcncc,_:_unuWisedtax asset										8.] l		85.68
Property, plant?.ndequipme,it									(24.991		(162.13)
Total										16.54		-i:0.66
Themovementindeferredtax assets/(liabilities)_~urin_gtheyearended	1',·1~-~~31,2020and	:\larch31!2019:
Particulars	AsatMarch.31,		Credited_i_		Asat	March.31,		Crediled_f_ As			at\larch31,
	2020		(Charged)to			2019		(Charged)to			2018
			Statementof					Statementof
			P&L/OCI					P&L/OCI
Deferredta:--;a5scts_;(l!abiiitks)inrciationto:
Unabsorbeddcrrcciat:on /Busines:: losses asperIncomeTax		32.98		(_25.22)			58.20		(94.4()}			152.69
Provisionforemp!o:-ccbenefits		0.24		(58.67}			58.91			7.99		.54.92
Ocher temporar;,·Ciffcrcnccs /unutil\sedtaxas:,ct		8.31		(77.37)			85.68			~9.67		36.0!
Properly,piant ar.d equipment		~24.99)		137.14		(162.131				12 13	i	174.26)
Total		16.54		(24.121			40.66		(28.ifl)			69,36

Cnrecognised deductibletemporarydifferences.unusedta:r.lossesand	unused taxcredits:									Asate\1arch	31,
								2020			2019
Deductible !em;xm:,-:, ,-jiffrrencc~. unused lax losses and unused taxcrcdib	for whlci:1wdeferred:axassets bave been rctngnised are a c0ibut:!hkIQ
thefollowing:
I a._~.;{•c~rc,,z,io:i Lna)S0>0,s.•~ ' '										55.55		::.u:
Businessio.s~e~ ~o1al	Prism Johnson		Limited	Postal Ballot		Notice			175.-1: 230.97			i5.,.f.r, 118.JS 279

""''~'--iGS¼JM..ME3.J!fflf:tY•"-''-

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PRISM JOHNSON LIMITED. — Proxy Solicitation & Information Statement 2020

59058_rns_2020-10-27_3ce192fe-6828-41b1-a0c8-330b83a94d82.pdf

ANEETA S. KULKARNI COMPANY SECRETARY

PRISM JOHNSON LIMITED

CIN : L26942TG1992PLC014033

FORM NO. CAA. 2

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL BENCH AT HYDERABAD CA No. 91/230/HDB/2020

POSTAL BALLOT NOTICE

SPECIAL BUSINESS

To consider and if thought fit to pass with requisite majority, the following resolution under Sections 230 to 232 of the Companies Act, 2013 (including any statutory modification(s) thereof for the time being in force) :

16. Instructions for Remote E-voting :

A. Voting through electronic means

B. General Instructions :

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(2), 102 AND 110 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE POSTAL BALLOT NOTICE

7. BACKGROUND OF THE COMPANIES :

(i) Details of the Amalgamated Company :

Details of Promoters

Details of Promoter Group

Details of Directors

(ii) Details of the Demerged Company 1 :

Details of Promoters

Details of Directors

(iii) Details of the Demerged Company 2 :

Details of Promoters

Details of Directors

(iv) Details of the Demerged Company 3 :

Details of Promoters

Details of Directors

(v) Details of the Demerged Company 4 :

Details of Promoters

Details of Directors

(vi) Details of the Amalgamating Company 1 :

Details of Promoters

Details of Directors

(vii) Details of the Amalgamating Company 2 :

Details of Promoters

Details of Directors

8. Relationship subsisting between the Companies

9. Salient Features of the Scheme

10. Rationale of the Scheme :

11. BOARD APPROVALS

Prism Johnson Limited - Amalgamated Company

TBK Rangoli Tile Bath Kitchen Private Limited - Demerged Company 1

TBK Venkataramiah Tile Bath Kitchen Private Limited - Demerged Company 2

TBK Samiyaz Tile Bath Kitchen Private Limited - Demerged Company 3

H. & R. Johnson (India) TBK Limited - Demerged Company 4

Milano Bathroom Fittings Private Limited - Amalgamating Company 1

Silica Ceramica Private Limited - Amalgamating Company 2

13. Amount due to unsecured creditors as on June 30, 2020

Amount due to Secured Creditors as on June 30, 2020

14. PRE AND POST SCHEME CAPITAL STRUCTURE

16. DETAILS OF DEBT RESTRUCTURING

17. EFFECTS OF THE SCHEME ON VARIOUS PARTIES

1. Directors & Key Managerial Personnel (KMPs)

2. Promoter and Non-Promoter Shareholders

3. Employees

4. Creditors

5. Depositors

6. Debenture holders & debenture trustee

18. NO INVESTIGATION PROCEEDINGS

19. DETAILS OF APPROVAL FROM REGULATORY AUTHORITIES :

20. INSPECTION

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PRISM JOHNSON LIMITED. Proxy Solicitation & Information Statement 2020