Page 163 - Annual Report 2019-20

CorPorAte GoverNANCe rePort 161

In compliance with Regulation 34(3) and Schedule V of the Securities and Exchange Board of India (SEBI) - ED– Executive Director, ED (P) – Executive Director, Promoter, NED (P) – Non-Executive Director, Promoter, NED (I) –
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the Company Non-Executive Director, Independent.
submits the following report: The Company provides teleconference/Video Conference facilities to Directors to participate in the meetings.
1. Company’s Philosophy on Code of Governance Based on intimations/disclosures received from the Directors periodically, none of the Directors of the Company PIDILITE ANNUAL REPORT 2019-20
The Company is committed to complying with the best practices in Corporate Governance and aspires to reach hold Memberships/Chairmanships more than the prescribed limits.
higher standards while emphasising on the principles of integrity, transparency, customer orientation thereby Names of listed entity wherein Directors are holding position of Director & the category of Directorship as on
creating a sustainable culture and long term value for all its stakeholders. 31 March 2020:
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The Company has complied in all material respects with all applicable mandatory requirements of the Name of Director Name of the Listed company Category of Directorship
Listing Regulations.
2. Board of Directors Shri M B Parekh Vinyl Chemicals (India) Limited Managing Director and Chairperson
During the financial year 2019-20, six Board Meetings were held on 14 May 2019, 6 August 2019, Excel Industries Limited Non-Executive - Independent Director
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13 November 2019, 18 November 2019, 29 January 2020 and 5 March 2020#. Shri N K Parekh Vinyl Chemicals (India) Limited Non-Executive – Non Independent Director
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th
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The Directors of the Company are in a fiduciary position, empowered to oversee the management functions Shri Bharat Puri Tata Consumer Products Limited Non-Executive - Independent Director
with a view to ensuring its effectiveness and enhancement of shareholders value. The Board also reviews and (formerly known as Tata Global
approves management’s strategic plan & business objectives and monitors the Company’s strategic direction. Beverages Ltd)
The composition of the Board is in conformity with Regulation 17 of the Listing Regulations as well as the Shri A B Parekh Vinyl Chemicals (India) Limited Non-Executive – Non Independent Director
Companies Act, 2013 read with the Rules issued thereunder. The Independent Directors constitute 50% of Shri A N Parekh - -
the Board’s strength. The details of composition of the Board, category, attendance of Directors at the Board Shri B S Mehta Procter & Gamble Hygiene Non-Executive - Independent Director
Meetings and previous Annual General Meeting (50 AGM), number of other Directorships and Committee and Health Care Limited
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positions as on 31 March 2020 are given below:
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Century Enka Limited Non-Executive - Independent Director
Sr. Name DIN Category No. of Attendance No. of No. of Committee Gillette India Limited Non-Executive - Independent Director - Chairperson
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No. Board at 50 AGM Directorships positions held in
Meetings held in other other companies **** Atul Limited Non-Executive - Independent Director
attended companies(***) Member Chairman-
@ -ships ships Shri Sanjeev Aga UFO Moviez India Limited Non-Executive - Independent Director-Chairperson
1. Shri M B Parekh 00180955 ED (P) 6 Yes 9 1 - Mahindra Holidays & Resorts India Limited Non-Executive - Independent Director
(Executive Chairman) Larsen & Toubro Infotech Limited Non-Executive - Independent Director
2. Shri N K Parekh 00111518 NED (P) 6 Yes 10 1 - Larsen And Toubro Limited Non-Executive - Independent Director
(Vice Chairman)
Shri Uday Khanna Castrol India Limited Non-Executive - Independent Director
3. Shri Bharat Puri 02173566 ED 6 Yes 4 1 -
(Managing Director) Pfizer Limited Non-Executive - Independent Director
4. Shri A B Parekh 00035317 ED (P) 3 No 14 - - Kotak Mahindra Bank Limited Non-Executive - Independent Director
(Whole Time Director)
5. Shri A N Parekh 00111366 ED (P) 6 Yes 6 1 - Smt Meera Shankar ITC Limited Non-Executive - Independent Director
(Whole Time Director) Adani Transmission Limited Non-Executive - Independent Director
6. Shri Sabyaschi Patnaik 07183784 ED 5 Yes - - - Hexaware Technologies Limited Non-Executive - Independent Director
(Whole Time Director)*
JK Tyre & Industries Ltd. Non-Executive - Independent Director
7. Shri B S Mehta 00035019 NED (I) 4 Yes 5 4 -
Shri Vinod Kumar Dasari Eicher Motors Ltd Executive Director
8. Shri Sanjeev Aga 00022065 NED (I) 6 Yes 6 2 1
Shri Piyush Pandey D. B. Corp Limited Non-Executive - Independent Director
9. Shri Uday Khanna 00079129 NED (I) 6 Yes 5 1 3
Zee Entertainment Enterprises Limited Non-Executive - Independent Director
10. Smt Meera Shankar 06374957 NED (I) 5 Yes 4 2 -
Shri Sabyaschi Patnaik - -
11. Shri Vinod Kumar Dasari 00345657 NED (I) 4 Yes 4 - -
(Upto 29 February, 2020)
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12. Shri Piyush Pandey 00114673 NED (I) 6 Yes 6 3 - Shri Debabrata Gupta - -
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13. Shri Debabrata Gupta 01500784 ED 1 - - - - (w.e.f. 1 March 2020)
(Whole Time Director)** th th Shri M B Parekh and Shri A B Parekh are related to each other. Shri A N Parekh and Shri N K Parekh are related
PIDILITE ANNUAL REPORT 2019-20 # The meeting was held on 5 March 2020 and continued till 8 March 2020 th th under the Companies Act, 2013. The Chairman of the Company is a Promoter Director and has been serving as a
Notes:
to each other. The Chairman is not related to the Managing Director, as per the definition of ‘relative’ defined
Director of the Company since 1972. He has guided the Company through decades of diversification and growth.
@ Including participation by Video conference.
He is primarily responsible for ensuring that the Board provides effective governance to the Company.
*
Ceased to be a Director on the Board of the Company from the close of business hours of 29 February 2020 due to
his resignation.
The Managing Director of the Company is responsible for executing all corporate strategy and planning in
Appointed as an Additional Director w.e.f. 1 March 2020. He is also appointed as a Whole Time Director designated as
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consultation with the Board and other matters of the management.
Director-Operations for 3 years w.e.f. 1 March 2020 at the Board meeting held on 29 January 2020.
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directorships and directorships in entities incorporated outside India.
Shri B S Mehta – 24,716, Shri Sanjeev Aga – 798, Shri Uday Khanna – 5,000, Smt Meera Shankar – Nil; Shri Vinod
**** Position in Audit Committee and Stakeholders Relationship Committee only (excluding private limited company, foreign
Kumar Dasari – Nil, Shri Piyush Pandey - Nil and Shri N K Parekh (Promoter) – 5,42,73,688.
company and section 8 company) as provided in Regulation 26(1) of Listing Regulations.
160 *** Including directorships held in private limited companies, section 8 companies (as per Companies Act, 2013), Alternate The number of shares held by Non-Executive Directors as on 31 March 2020: