Page 252 - Annual Report 2019-20

(the Act) read with Companies (Appointment 161 of the Act by the Board of Directors with
and Remuneration of Managerial Personnel) Rules, effect from 1 March 2020 and holds office upto
st
2014 (including any statutory modification(s) the date of this Annual General Meeting and in
or re-enactment thereof for the time being in respect of whom the Company has received a
force) and pursuant to the recommendation of notice in writing from a member under Section
Nomination and Remuneration Committee, approval 160 of the Act proposing his candidature for
of the members of the Company be and is hereby the office of Director of the Company, be
accorded to the re-appointment of Shri A N Parekh and is hereby appointed as a Director of the
(DIN: 00111366), as a Whole Time Director of the Company, whose period of office shall be liable
Company, for a further period of 5 (five) years to determination by retirement of Directors by
with effect from 1 July 2020, whose period of rotation.”
st
office is liable to determination by retirement of 8. To consider and, if thought fit, to pass, the
Directors by rotation, on the terms and conditions following resolution as an Ordinary Resolution:
and payment of remuneration as set out in the
Explanatory Statement attached to the Notice.” “RESOLVED THAT pursuant to the provisions
of Sections 196, 197 and Schedule V and other
“RESOLVED FURTHER THAT Shri A N Parekh, applicable provisions, if any, of the Companies
Whole Time Director shall work under the Act, 2013 (the Act) read with the Companies
superintendence, control and direction of the (Appointment and Remuneration of Managerial
Board of Directors.” Personnel) Rules, 2014 (including any statutory
“RESOLVED FURTHER THAT Shri A N Parekh, modification(s) or re-enactment thereof
Whole Time Director shall be entitled to for the time being in force) and pursuant
reimbursement of all expenses incurred for the to the recommendation of Nomination and
purpose of business of the Company and Remuneration Committee, approval of the
shall not be entitled to any sitting fees for members of the Company be and is hereby
attending meetings of the Board of Directors accorded to the appointment of Shri Debabrata
and Committee(s) thereof.” Gupta (DIN: 01500784) as a Whole Time Director
of the Company designated as “Director-
“RESOLVED FURTHER THAT the Board be and is Operations” of the Company, for a period
hereby authorised to alter and vary such terms and of 3 (three) years with effect from 1 March
st
conditions of re-appointment and remuneration so 2020, whose period of office shall be liable
as to not to exceed the limits specified in to determination by retirement of Directors
Schedule V and other applicable sections of the by rotation, on the terms and conditions and
Act or any statutory modifications thereof as payment of remuneration as set out in the
may be agreed to by the Board of Directors Explanatory Statement attached to the Notice.”
and Shri A N Parekh.”
“RESOLVED FURTHER THAT Shri Debabrata
“RESOLVED FURTHER THAT the total remuneration Gupta, Whole Time Director shall work under the
by way of salary, perquisites and allowances and superintendence, control and direction of the
commissions payable to Shri A N Parekh, Whole Board of Directors.”
Time Director, in any Financial Year shall not exceed
5% of the Net Profit of that Financial Year as per “RESOLVED FURTHER THAT the total
Section 197, Schedule V and other applicable remuneration by way of salary, perquisites and
provisions of the Act.” allowances payable to Shri Debabrata Gupta,
Whole Time Director, in any Financial Year shall
“RESOLVED FURTHER THAT the Board be and not exceed 5% of the Net Profit of that Financial
is hereby authorised to do all such acts, deeds Year as per Section 197, Schedule V and other
and things and execute all such documents, applicable provisions of the Act.”
instruments and writings as may be required
and to delegate all or any of its powers herein “RESOLVED FURTHER THAT the Board be and
conferred to any Committee of Directors.” is hereby authorised to vary and/ or modify the
7. To consider and, if thought fit, to pass, the terms and conditions of appointment including
remuneration and perquisites payable to
following resolution as an Ordinary Resolution: Shri Debabrata Gupta in such manner as
“RESOLVED THAT pursuant to the provisions of may be agreed to between the Board and
Section 152 and all other applicable provisions Shri Debabrata Gupta within and in accordance
if any, of the Companies Act, 2013 (the Act) and with the limits prescribed in Schedule V to the
Companies (Appointment and Qualification of Act or in accordance with the changes that may
Directors) Rules, 2014 (including any statutory be effected in that Schedule.”
modification(s) or re-enactment thereof for “RESOLVED FURTHER THAT the Board be and
the time being in force) Shri Debabrata Gupta is hereby authorised to do all such acts, deeds
(DIN: 01500784) who was appointed as an and things and execute all such documents,
Additional Director of the Company pursuant instruments and writings as may be required
to the recommendation of Nomination and and to delegate all or any of its powers herein
2 Remuneration Committee, in terms of Section conferred to any Committee of Directors.”
“RESOLVED FURTHER THAT Shri Debabrata 10. To consider and if thought fit, to pass, the
Gupta, Whole Time Director shall function as following resolution as an Ordinary Resolution:
“Director-Operations” and apart from other “RESOLVED THAT pursuant to the provisions of
duties that are entrusted to him from time to
time, he shall be in overall charge of all the Section 148 and all other applicable provisions,
factories of the Company (both existing and if any, of the Companies Act, 2013 and the
which may be set up in future) including factories Companies (Audit and Auditors) Rules, 2014
situated in the State of Maharashtra, Gujarat, (including any statutory modification(s) or
Himachal Pradesh, Telangana, Assam, Union re-enactment thereof, for the time being in force),
Territory of Daman or any other State or Union the Cost Auditors M/s. V J Talati & Co., Cost
Territory in India.” Accountants, (Registration No. 00213) appointed
9. To consider and, if thought fit, to pass, the by the Board of Directors of the Company, on the
following resolution as a Special Resolution: recommendation of Audit Committee, to conduct
the audit of the cost records of the Company for
“RESOLVED THAT pursuant to the provisions the financial year ending 31 March 2021, be paid
st
of Sections 149, 152 read with Schedule IV
and all other applicable provisions, if any, the remuneration as set out in the explanatory
of the Companies Act, 2013 and Companies statement annexed to the Notice convening this
(Appointment and Qualification of Directors) meeting and the same is hereby ratified and
Rules, 2014 and the applicable provisions of the approved.”
Securities and Exchange Board of India (Listing “RESOLVED FURTHER THAT the Board of
Obligations and Disclosure Requirements) Directors of the Company be and is hereby
Regulations, 2015 (including any statutory authorised to do all such acts, deeds, matters
modification(s), or re-enactment thereof and things and take all such steps as may be
for the time being in force) and pursuant necessary, proper or expedient to give effect
to the recommendation by Nomination and to this resolution.”
Remuneration Committee, Shri Sanjeev Aga
(DIN: 00022065), who was appointed as an
Independent Director of the Company for five
consecutive years from 46 Annual General BY ORDER OF THE BOARD OF DIRECTORS
th
Meeting (AGM) upto the conclusion of 51 AGM
st
and being eligible, be and is hereby re-appointed Place : Mumbai PUNEET BANSAL
as an Independent Director of the Company th
to hold office for a second consecutive term Date : 17 June 2020 COMPANY SECRETARY
commencing from the conclusion of 51 AGM up Registered Office:
st
st Regent Chambers, 7 floor,
th
to 31 March 2025 and he shall not be liable to
retire by rotation.” Jamnalal Bajaj Marg,
208, Nariman Point,
“RESOLVED FURTHER THAT the Board of Mumbai 400 021.
Directors and/or the Company Secretary be and Tel : 91 22 2835 7000
are hereby authorised to settle any question, Fax : 91 22 2821 6007
difficulty or doubt that may arise in giving effect E-mail : investor.relations@pidilite.co.in
to this resolution and to do all such acts, deeds Website : www.pidilite.com
and things as may be necessary, expedient and
desirable for the purpose of giving effect to CIN : L24100MH1969PLC014336
this resolution.”
3