Page 253 - Annual Report 2019-20

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