Page 165 - Annual Report 2019-20

163

The familiarization programme for Independent Directors in terms of provisions of Listing Regulations is The Company Secretary is the Secretary of the Audit Committee. The Chief Financial Officer, Vice President
uploaded on the website of the Company: www.pidilite.com. The Independent Directors were updated with the – Domestic Accounts, Statutory Auditors and Internal Auditors are invited to attend the meetings. The Cost
strategic and operational details of the respective divisions of the Company. Auditor is invited as and when required.
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Skills/expertise/competencies identified by the Board of Directors (as on 31 March 2020) The Chairman of the Audit Committee was present at the 50 AGM held on 6 August 2019. PIDILITE ANNUAL REPORT 2019-20
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The core skills/expertise/competencies available with the Board and taken into consideration while nominating 4. Nomination and remuneration Committee (NrC)
any candidate to serve on the Board are: NRC also functions as Compensation Committee as per SEBI (Share Based Employee Benefits)
Regulations, 2014.
Name of Directors Sales and Business Leadership & Legal & Finance, relevant
Marketing & Senior Governance regulatory Accounts technologies The terms of reference of NRC consists of making recommendation to the Board for all remuneration payable
Management Matters & risk to Directors and Senior Management and making policy relating thereto, review of performance-based
Management remuneration with reference to corporate goals and objectives, frame policy and review the process of
succession planning at key levels in the Company and other related matters.
executive Directors
During the financial year 2019-20, five meetings of the NRC were held on 13 May 2019, 13 November 2019,
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Shri M B Parekh √ √ √ √ √ √
16 December 2019, 29 January 2020 and 5 March 2020.
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Shri N K Parekh √ √ √ √ √ √
Details of composition of the NRC and attendance of the members at the meetings are given below:
Shri Bharat Puri √ √ √ √ √ √
Shri A B Parekh √ √ √ √ √ √ Sr. No. Name Designation Category No. of meetings attended
1 Shri B S Mehta Chairman NED (I) 4
Shri A N Parekh √ √ √ √ √ √
2 Shri N K Parekh Member NED (P) 5
Shri Debabrata Gupta √ √ √ √
3 Shri Sanjeev Aga Member NED (I) 5
Independent Directors
4 Shri Vinod Dasari* Member NED (I) 3
Shri B S Mehta √ √ √ √
*Shri Vinod Dasari was appointed as member of NRC at the Board Meeting held on 13 November 2019.
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Shri Sanjeev Aga √ √ √ √ √ Shri Rahul Kumar Sinha, Chief Human Resource Officer, acts as the Secretary of the NRC.
Shri Uday Khanna √ √ √ √ √
The Committee’s constitution and terms of reference are in compliance with the provisions of Section 178 of
Smt Meera Shankar √ √ √
the Companies Act, 2013, Regulation 19 and Part D of Schedule II of Listing Regulations and SEBI (Share Based
Shri Vinod Dasari √ √ √ √ √ Employee Benefits) Regulations, 2014, as amended from time to time.
Shri Piyush Pandey √ √ √ √ √ The Committee has formulated Remuneration Policy for Directors, Key Managerial Personnel and Senior
Independent Directors’ Meeting Management Personnel and is available on the Company’s website viz. www.pidilite.com. The Remuneration
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 Policy is directed towards time commitment and responsibilities of the Directors and senior management,
desirability of performance-based remuneration and salaries paid by comparable companies.
and Regulation 25(3) of Listing Regulations, meetings of the Independent Directors of the Company were held
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on 13 November 2019 and 5 March 2020. The criteria for performance evaluation of Directors, Board etc. cover the areas relevant to the functioning of
This is to confirm that in the opinion of the Board, the Independent Directors fulfill the conditions specified in Independent Directors such as preparation, participation, conduct and effectiveness. The Board evaluation for
Listing Regulations and are independent of the management. financial year 2019-20 was completed and summary of findings and recommendations were discussed by
the Directors.
3. Audit Committee
A. remuneration of Directors
The composition of the Audit Committee, its powers and terms of reference are in alignment with provisions of Details of Executive Directors’ remuneration for the financial year 2019-20 are given below:
Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing
Regulations. The members of the Audit Committee are financially literate and have experience in financial ( in crores)
management. All the recommendations made by the Audit Committee during the year under review were Sr. Name Salary * Commission variable Pay Perquisites total tenure
accepted by the Board. No. Payable (Provision) and other (No. of years)
allowances
During the financial year 2019-20, five meetings of the Audit Committee were held on 13 May 2019,
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5 August 2019, 12 November 2019, 28 January 2020 and 5 March 2020 (in respect of all the aforesaid 1 Shri M B Parekh 1.85 0 0 1.98 3.83 5 years from
meetings except the meeting held on 5 March 2020 certain business items were transacted and then meeting (Executive Chairman) 01.08.2018
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were adjourned to the next consecutive day for discussion on financial results and other related matters) 2 Shri Bharat Puri 5.74 3.61 1.37 18.73 29.45 5 years from
(Managing Director) 10.04.2020@
Details of composition of the Audit Committee and attendance of the members at the meetings are given below: 3 Shri A B Parekh 0.79 4.34 0 0.85 5.71 5 years from
0
1.64
01.08.2018
(Whole Time Director)
Name
No. of Meetings attended
Category
Designation
Sr. No.
PIDILITE ANNUAL REPORT 2019-20 * Shri Sanjeev Aga was not able to attend the meeting held on 28 January 2020. However, he attended the adjourned * 5 Includes House Rent Allowance 0.09 0 th 0.11 0.08 0.28 01.07.2020@
0.68
4
0.69
Shri A N Parekh
0
5 years from
Chairman
Shri B S Mehta
1
4
NED (I)
(Whole Time Director)
3 years from
0.58
Shri Sabyaschi Patnaik
2.31
1.73
0
Shri M B Parekh
Member
ED (P)
2
5
19.05.2018
(Whole Time Director)**
3
Member
5
NED (I)
Shri Uday Khanna
Shri Debabrata Gupta #
6
0
3 years from
01.03.2020
NED (I)
5*
Member
4
Shri Sanjeev Aga
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Resigned as a Director from the close of business hours of 29 February 2020.
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Shri Bharat Puri, Managing Director is a permanent invitee, ex-officio.
@ Subject to approval of Shareholders, Board has re-appointed Shri Bharat Puri as Managing Director and Shri A N Parekh
162 Audit committee meeting held on 29 January 2020. # Appointed as a Director w.e.f 1 March 2020.
as Whole-time Director.