Page 251 - Annual Report 2019-20

Pidilite Industries Limited

Registered Office: Regent Chambers, 7 Floor, Jamnalal Bajaj Marg, 208, Nariman Point, Mumbai 400 021.
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Notice

NOTICE is hereby given that the 51 ANNUAL Committee, approval of the members of the
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GENERAL MEETING of the Members of the Company Company be and is hereby accorded to the
will be held on Thursday, 10 September 2020 at re-appointment of Shri Bharat Puri (DIN: 02173566)
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3.00 p.m. IST through Video Conferencing (“VC”)/ as the Managing Director of the Company, for a
Other Audio Visual Means (“OAVM”), to transact the further period of 5 (five) years with effect from
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following business: 10 April 2020, on the terms and conditions
and payment of remuneration as set out in the
ORDINARY BUSINESS: Explanatory Statement attached to
1. To receive, consider and adopt: the Notice.”
a. the audited financial statements of the “RESOLVED FURTHER THAT Shri Bharat Puri,
Company for the financial year ended Managing Director be in charge of the general
31 March 2020 together with the reports management of the Company within the
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of Board of Directors and Auditors’ thereon; provisions of Articles of Association but subject
b. the audited consolidated financial statements to superintendence, control and direction of the
of the Company for the financial year ended Board of Directors.”
31 March 2020 together with the report of “RESOLVED FURTHER THAT Shri Bharat Puri will
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Auditors’ thereon. be a Key Managerial Personnel of the Company as
2. To confirm the payment of Interim Dividend, as the per the provisions of Section 203(1)(i) of the Act.”
final dividend, on equity shares for the financial “RESOLVED FURTHER THAT Shri Bharat Puri
year 2019-20. will be a non rotational Director and shall not be
3. To appoint a Director in place of Shri A B Parekh liable to retire by rotation during his term as the
(DIN: 00035317), who retires by rotation and Managing Director.”
being eligible, offers himself for re-appointment. “RESOLVED FURTHER THAT the Managing
Director shall be entitled to reimbursement of all
4. To consider and, if thought fit, to pass, the
following resolution as a Special Resolution for expenses incurred for the purpose of the business
appointing a Director in place of Shri N K Parekh, of the Company and shall not be entitled to any
who retires by rotation and being eligible, offers sitting fees for attending meeting of the Board of
himself for re-appointment: Directors and Committee(s) thereof.”
“RESOLVED THAT pursuant to the provisions of “RESOLVED FURTHER THAT the Board be and
Section 152 and other applicable provisions of is hereby authorised to alter and vary terms
the Companies Act, 2013 and the Rules framed of appointment and remuneration so as not to
thereunder and Rule 17(1A) of Securities and exceed the limits specified in Schedule V and
Exchange Board of India (Listing Obligations other applicable Sections of the Act or any
and Disclosure Requirements) Regulations, statutory modifications thereof as may be agreed
2015 (including any statutory modification(s) or to by the Board of Directors and Shri Bharat Puri.”
re-enactment thereof for the time being in force) “RESOLVED FURTHER THAT the total
Shri N K Parekh (DIN: 00111518), who retires by remuneration by way of salary, perquisites,
rotation at this meeting and being eligible, offers allowances and commission payable to
himself for re-appointment, be and is hereby Shri Bharat Puri, Managing Director, in any Financial
re-appointed as a Director of the Company, Year shall not exceed 5% of the Net Profit of that
liable to retire by rotation.” Financial Year as per Section 197, Schedule V
SPECIAL BUSINESS: and other applicable provisions of the Act.”
“RESOLVED FURTHER THAT the Board be and
5. To consider and, if thought fit, to pass, the
following resolution as an Ordinary Resolution: is hereby authorised to do all such acts, deeds
and things and execute all such documents,
“RESOLVED THAT pursuant to the provisions of instruments and writings as may be required
Sections 196, 197 and 203 read with Schedule V and to delegate all or any of its powers herein
and other applicable provisions, if any, of the conferred to any Committee of Directors.”
Companies Act, 2013 (the Act) and the Companies
(Appointment and Remuneration of Managerial 6. To consider and, if thought fit, to pass, the
Personnel) Rules, 2014 (including any statutory following resolution as an Ordinary Resolution:
modification(s) or re-enactment thereof for “RESOLVED THAT pursuant to the provisions of
the time being in force) and pursuant to the Sections 196, 197, Schedule V and other applicable
recommendation of Nomination and Remuneration provisions, if any, of the Companies Act, 2013 1