Page 167 - Annual Report 2019-20

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The above figures are exclusive of Company’s contribution to Provident Fund, Superannuation, Gratuity and Details of composition of the Stakeholders Relationship Committee are given below:
encashment of leave at the end of tenure as per the rules of the Company. Sr.
Details of Stock options: No. Name Designation Category PIDILITE ANNUAL REPORT 2019-20
Sr. Name of the Director vesting date No. of options# exercise period 1 Shri Sanjeev Aga Chairman NED (I)
No.
2 Shri N K Parekh Member NED (P)
1 Shri Bharat Puri 30.10.2019 1,10,000* Within 3 years from the
date of vesting 3 Shri A B Parekh Member ED (P)
30.10.2020 1,10,000 Within 3 years from the The Committee is empowered to look into redressal of shareholders’/investors’ grievance such as complaints
date of vesting relating to transfer/transmission of shares, non-receipt of declared dividends, non-receipt of Annual Reports,
2 Shri Sabyaschi Patnaik 30.10.2019 1,150* Within 3 years from the effective exercise of voting rights by shareholder, service standards for Registrar and Share Transfer Agent,
date of vesting reducing quantum of unclaimed dividend, etc.
08.11.2019 1,500*
The status of investor grievances and share transfers is reported to the Board on periodic basis.
30.10.2020 1,150**
Shri Puneet Bansal, Company Secretary and Smt. Manisha Shetty, Additional Company Secretary, are the
# The stock options are issued at the face value. Compliance Officers for complying with the requirements of the Securities Laws and Listing Regulations.
* Vested and exercised. Barring certain cases pending in Courts/Consumer Forums, mainly relating to disputes over the title to shares, in
** Options lapsed due to resignation. which the Company has been made a party, the Company and TSR Darashaw Consultants Pvt Ltd, have attended
B. Service contracts, notice period, severance fees to all the shareholders’/investors’ grievances/correspondences generally within a period of 15 days from the date
Notice period for the Executive Directors is as applicable to the senior employees of the Company except of receipt.
for Shri Bharat Puri where the notice period is of 365 days (as per agreement). No severance fee is payable The total number of letters received from the shareholders were 808 of which only 9 were in the nature of
to the Executive Directors on termination of employment. complaints. All the complaints were resolved to the satisfaction of shareholders. 1 request for transfer of shares
was pending as on 31 March 2020. This pending request lodged in the last week of March 2020 has been
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C. Details of sitting fees and commission to Non-executive Directors subsequently processed and completed.
The details of sitting fees paid for attending the Board/ Committee meetings and commission due to the
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Non-Executive Directors for the year ended 31 March 2020 are as under: As per SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) the Company has adopted
a Code of Conduct for Prevention of Insider Trading (Code). All the Directors, employees and other persons
Sr. Name Sitting fees ( ) Commission Payable ( ) total ( )
No. specified therein are governed by this Code.
1 Shri B S Mehta 3,90,000 20,00,000 23,90,000 The Company appointed Shri A N Parekh, Whole Time Director, Shri Puneet Bansal, Company Secretary and
Smt. Manisha Shetty, Additional Company Secretary as the Compliance Officers under PIT Regulations.
2 Shri Sanjeev Aga 5,22,000 20,00,000 25,22,000 6. risk Management Committee
3 Shri Uday Khanna 3,60,000 20,00,000 23,60,000 In compliance with the provisions of the Companies Act, 2013 and Regulation 21 of Listing Regulations, the Risk
Management Committee has been constituted under Chairmanship of Shri B S Mehta and Shri Uday Khanna,
4 Smt. Meera Shankar 2,10,000 20,00,000 22,10,000 Shri A N Parekh, Shri Sabyaschi Patnaik (upto 29 February 2020), Shri Debabrata Gupta (with effect from
th
1 March, 2020), Shri A. D. Ubhaykar, Shri Sanjay Bahadur and Shri Pankaj Bhargava (with effect from 1 March
st
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5 Shri Vinod Kumar Dasari 2,10,000 20,00,000 22,10,000
2020) as members. During the year, one meeting of the Committee was held on 12 November 2019.
th
6 Shri N K Parekh 7,50,000 20,00,000 27,50,000 The Company also has a Management Risk Committee, also known as the Risk Identification and Mitigation
Committee (RIMC). 2 meetings of the RIMC were held during the financial year 2019-20.
7 Shri Piyush Pandey 1,80,000 20,00,000 21,80,000
7. Corporate Social responsibility (CSr) Committee
The Non-Executive Directors did not have pecuniary relationships or transactions vis-à-vis the Company. The composition of the CSR Committee is in alignment with provisions of Section 135 of the Companies
The Company regularly obtains services from Ogilvy and Mather Pvt. Ltd., in which Shri Piyush Pandey,
Independent Director of the Company, is a Whole-time Director. The Company has not granted any Stock option Act, 2013.
to any of its Non-Executive Directors. The Committee met two times during the financial year 2019-20 i.e. on 14 May 2019 and 28 January 2020.
th
th
In terms of Special Resolution passed by the Members at Annual General Meeting held on 30 August 2018, The constitution of the CSR Committee along with the details of the meetings attended during the financial year
th
the aggregate commission paid to the Non-Executive Directors does not exceed 1% per annum of the net 2019-20 is detailed below:
profit of the Company computed in accordance with Section 198 of the Companies Act, 2013. The commission
is determined by the Board of Directors considering the time spent in attending Board meetings, Committee Sr. Name Designation Category No. of meetings
No.
attended
PIDILITE ANNUAL REPORT 2019-20 The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 2 3 4 Shri Sanjeev Aga Member NED (I) 2 2 2 1
meetings and advice given to the Company as experienced/expert persons, whenever approached.
Member
Shri N K Parekh
NED (P)
2
1
5. Stakeholders relationship Committee
of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 20 of the Listing Regulations.
Member
ED (P)
Shri A B Parekh
During the financial year 2019-20, fourteen meetings of the Share Transfer Committee were held and
Member
Shri Sabyaschi Patnaik#
ED
one meeting of Stakeholders Relationship Committee was held on 29 January 2020 which was attended by all
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the members of the Committee.
NED (I)
5
Member
Smt. Meera Shankar
Member
ED
Shri Debabrata Gupta*
#
Shri Debabrata Gupta was appointed as a member of CSR Committee w.e.f. 01.03.2020
* 6 Shri Sabyaschi Patnaik ceased to be a member of CSR Committee w.e.f. 01.03.2020 due to his resignation. -
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