Prism Cement - Outcome of Board Meeting

Prism Cement Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 14, 2009 after considering the Valuation Report dated August 14, 2009 jointly prepared by M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai and the Statutory Auditors of the Company M/s. N M Raiji & Co., Chartered Accountants and the Fairness Opinion dated August 14, 2009 submitted by Enam Securities Pvt. Ltd and after considering other commercial matters, approved the Amalgamation of H & R Johnson (India) Ltd (HRJ), RMC Readymix (India) Pvt. Ltd (RMC) with Prism Cement Ltd (Prism). The Board has also approved the share swap ratio suggested by the said Valuers and the draft Scheme of Amalgamation prepared by M/s. Deven Dwarkadas & Partners, Advocates, (the Scheme). The Scheme is pursuant to the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 and is subject to the approval of Shareholders of the Company and the High Courts of Judicature at Bombay and Andhra Pradesh as well as approvals of all other requisite statutory and regulatory authorities. The Appointed Date for the Amalgamation is April 01, 2009.

As per the Scheme, shareholders of HRJ will receive 124 fully-paid up equity shares of Prism of Rs 10/- each for every 1 fully paid up equity share of Rs 100/- each of HRJ and the shareholders of RMC will receive 73 fully-paid up equity shares of Prism of Rs 10/- each for every 100 fully paid up equity share of Rs 10/- each of RMC.

At present, the Promoters of Prism hold 100% of the equity share capital of HRJ and 76% of the equity share capital of RMC directly and the balance 24% is held by HRJ. Upon the Scheme becoming effective, the Promoter's shareholding in Prism would increase from 61.74% to 74.87%. Cross-holding as a result of shares held by HRJ in RMC is proposed to be transferred to a trust, to be held for the benefit of Prism. The 'Prism Trust' would hold 2.45% of Prism's expanded equity capital.