Page 169 - Annual Report 2019-20

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Members elect Chairperson of the Committee at each meeting. The Company Secretary acts as Secretary to Stock Exchanges or any other statutory authority on any matter relating to capital markets during the
the Committee. last 3 years.
The CSR Committee is empowered, pursuant to its terms of reference, inter alia, to: • The Company has complied with all the requirements of corporate governance as specified in Regulations
a) Formulate and recommend to the Board a Corporate Social Responsibility Policy indicating the activities 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations. PIDILITE ANNUAL REPORT 2019-20
to be undertaken by the Company. • The Company has a Vigil Mechanism and Whistle Blower Policy for Directors and Employees to report
b) Recommend the amount of expenditure to be incurred. violations of applicable laws and regulations and the Code of Conduct. During the year under review, no
employee was denied access to the Audit Committee Chairman.
c) Monitor the implementation of Corporate Social Responsibility Policy. • The Company has no material subsidiary. The Policy for determining ‘material’ subsidiary is uploaded on
The details of the CSR initiatives of the Company form part of the Social & Community Services Initiatives the website of the Company: www.pidilite.com
Report and Annexure to the Directors’ Report. The CSR Policy has been placed on the website of the Company: • Company’s Policy on Related Party Transactions is uploaded on the website of the Company:
www.pidilite.com www.pidilite.com
8. General Body Meetings • The Company has not made preferential allotment or qualified institutional placement.
Details of location, date and time of the Annual General Meetings held during the last three years are • There were no instances, wherein the Board had not accepted recommendations made by any
given below: committee of the Board.
Financial venue Date & time Details of special resolution passed at the AGM • Total fees of 1.52 crores for financial year 2019-20, for all services, was paid by the Company and its
Year subsidiaries, on a consolidated basis to the Statutory Auditor of the Company and all entities in the
2018-19 Kamalnayan Bajaj Hall, Bajaj 6 August 2019 • Re-appointment of Shri N K Parekh as a network firm/network entity of which the Statutory Auditor is a part.
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Bhavan, Jamnalal Bajaj Marg, at 3.00 p.m. Non-Executive Director, who retired by rotation. 12. equity shares in Unclaimed Suspense Account under regulation 39 and Schedule vI of Listing regulations
Nariman Point, Mumbai-400 021. • Re-appointment of Shri B S Mehta as an
Independent Director for a second consecutive The details of Equity shares in Unclaimed Suspense Account under Regulation 39 and Schedule VI of Listing
term of 5 years Regulations are as follows:
• Re-appointment of Shri Uday Khanna as an
Independent Director for a second consecutive Description No. of records No. of equity Shares
term of 5 years of 1/- each
• Re-appointment of Smt. Meera Shankar as an No. of shareholders and outstanding shares at the beginning of the year 48 43,619
Independent Director for a second consecutive
term of 5 years No. of shareholder’s request received for transfer of shares during the year 0 0
2017-18 Kamalnayan Bajaj Hall, Bajaj 30 August 2018 • Re-appointment of Shri M B Parekh as the
th
Bhavan, Jamnalal Bajaj Marg, at 11.00 a.m. Whole Time Director designated as No. of shareholders to whom shares transferred during the year 0 0
Nariman Point, Mumbai-400 021. Executive Chairman for a period of 5 years No. of shareholders and shares transferred to IEPF A/C 5 4,833
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2016-17 Kamalnayan Bajaj Hall, Bajaj 31 August 2017 • Adoption of new Articles of Association of
Bhavan, Jamnalal Bajaj Marg, at 11.00 a.m. the Company. No. of shareholders and outstanding shares at the end of the year 43 38,786
Nariman Point, Mumbai-400 021.
The voting rights on the above shares shall remain frozen till the rightful owner of such shares claims the shares.
The above mentioned Special Resolutions were passed with requisite majority. 13. Compliance of discretionary requirements under regulation 27 of Listing regulations
Postal Ballot a. The Chairman of the Company, Shri M B Parekh, is the Executive Chairman.
No postal ballot was conducted during the financial year 2019-20. There is no immediate proposal for passing b. As the financial results are published in the newspapers and also posted on Company’s website, the
any resolution through postal ballot. same are not being sent to the shareholders.
9. Means of Communication c. The Company’s financial statements for the financial year ended 31 March 2020 do not contain any
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• The extract of standalone and consolidated results are normally published in The Economic Times and modified audit opinion.
Maharashtra Times and are displayed on the website of the Company: www.pidilite.com d. Shri Bharat Puri is the Managing Director and Chief Executive Officer of the Company. He is not related
• Official news releases and presentations made to Institutional Investors or to Analysts and transcripts of to any Director, Key Managerial Personnel or their relatives of the Company.
meeting with the Analysts are posted on the Company’s website. e. The Internal Auditor reports directly to the Audit Committee.
• The Company makes timely disclosures of necessary information to BSE Limited and the National Stock 14. Information relating to Directors
Exchange of India Limited in terms of the Listing Regulations and other regulations issued by the SEBI. Information relating to Directors seeking appointment/reappointment as required under Regulation 36(3) of
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• The Annual Report with Audited Financial Statements of the Company and its subsidiaries are available Listing Regulations is given in the Notice of the ensuing 51 Annual General Meeting.
in downloadable formats on the website of the Company www.pidilite.com. The Annual Report and 15. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
Audited Financial Statements of the Company are also available on the websites of the Stock Exchanges. and redressal) Act, 2013 during the financial year 2019-20
10. General Information for Shareholders a. Number of complaints filed during the financial year: 1
PIDILITE ANNUAL REPORT 2019-20 11. Disclosures 16. Certificate from Company Secretary in Practice:
Detailed information in this regard is provided in the “Information for Shareholders” section, appearing in the
b. Number of complaints disposed of during the financial year: Nil
Annual Report.
c. Number of complaints pending as on end of the financial year: 1
During the financial year 2019-20:
A certificate from Shri M M Sheth of M/s. M M Sheth & Co., Company Secretary in Practice has been attached with
There were no materially significant related party transactions which have potential conflict with the
this Report stating that none of the Directors on the Board of the Company have been debarred or disqualified

•
interest of the Company at large. The details of related party transactions are set out in the Notes to
from being appointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairs or any such
Financial Statements forming part of this Annual Report.
statutory authority.
•
The Company has complied with all requirements of the Listing Regulations and guidelines of SEBI.

17. Declaration by the Managing Director under Schedule v (D) of Listing regulations:
Consequently, no penalties were imposed or strictures passed against the Company by SEBI,
‘Pursuant to Schedule V (D) of Listing Regulations, I hereby declare that all the Board Members and Senior
Management personnel of the Company have affirmed compliance with the Code of Conduct of Board of
166 Directors and Senior Management for the year ended 31 March 2020.’
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