Page 254 - Annual Report 2019-20

Notes:
1. In view of the continuing COVID-19 pandemic, with the Company/ Depositories. Members may (i) Company’s R & T Agents in case of shares D. As per Section 124(6) of the Act read with
the Ministry of Corporate Affairs (the MCA) has, note that the Notice and Annual Report 2019-20 held in Physical Form or the IEPF Rules as amended, all the shares
vide its circular dated 5 May 2020 read will also be available on the Company’s website in respect of which dividend has remained
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with circulars dated 8 April 2020 and www.pidilite.com, websites of the Stock Exchanges (ii) Depository Participants (DP) in case of unpaid/unclaimed for seven consecutive years
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13 April 2020 (collectively referred to as “MCA i.e. BSE Limited and National Stock Exchange shares held in Electronic Form. or more as referred to in the said section read
Circulars”) permitted the holding of the annual of India Limited at www.bseindia.com and 16. To prevent fraudulent transactions, Members are with the relevant Rules, have been transferred
general meetings (AGM/ Meeting) through Video www.nseindia.com respectively and on the advised to exercise due diligence and notify the to the IEPF Demat Account.
Conferencing (“VC”) or other Audio Visual Means website of NSDL https://www.evoting.nsdl.com Company of any change in address or demise E. The Company has sent notice to all the
(“OAVM”), without the physical presence of the of any member as soon as possible. Periodic Members whose dividends for the financial
Members at a common venue. In compliance 10. Members attending the AGM through VC/ OAVM statement of holdings should be obtained from year ending 31 March 2013 are lying unpaid/
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with the provisions of the Companies Act, 2013 shall be counted for the purpose of reckoning the the concerned DP and holdings should be verified. unclaimed against their name. Members are
(“Act”), SEBI (Listing Obligations and Disclosure quorum under Section 103 of the Act. requested to claim the same. As mentioned
Requirements) Regulations, 2015 (“SEBI Listing 11. In accordance with the provisions of Regulation 17. Members can avail nomination facility in terms of in the said notice, in case the dividends are
Regulations”) and MCA Circulars, the 51 Annual 36(3) of SEBI Listing Regulations and applicable extant legal provisions in this regard. On request, not claimed by 14 August 2020, necessary
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General Meeting (the AGM) of the Company is provisions of Secretarial Standard-2, a brief profile the necessary Form SH-13 can be obtained from steps will be initiated by the Company to
being held through VC/ OAVM. The deemed venue of Shri A B Parekh, Shri N K Parekh, Shri Bharat the Company’s R & T Agents. transfer the shares and dividend held by the
for the AGM shall be the Registered Office of the Puri, Shri A N Parekh, Shri Debabrata Gupta and 18. To support the ‘Green Initiative’, Members who concerned Members to IEPF, without further
Company. Shri Sanjeev Aga, nature of their expertise in have not yet registered their email addresses are notice. Please note that no claim shall lie
2. Since this AGM is being held pursuant to the MCA specific functional areas, names of companies in requested to register the same with their DPs in against the Company in respect of the shares
so transferred to IEPF.
Circulars through VC/ OAVM, physical attendance which they hold directorships and memberships/ case the shares are held by them in electronic
of Members has been dispensed with. Accordingly, chairmanships of committees of directors, their form and with Company’s R & T Agents in case F. In the event of transfer of shares and the
the facility for appointment of proxies by the shareholding and relationships between directors the shares are held by them in physical form. unclaimed dividends to IEPF, Members
Members will not be available for the AGM and inter se and other information, is set out and the 19. Members are requested to send their queries, are entitled to claim the same from IEPF
hence the Proxy Form and Attendance Slip are same forms part of this Notice. if any, at least ten days in advance of the by submitting an online application in the
not annexed to this Notice. 12. The Register of Members and Share Transfer date of holding AGM through email on prescribed Form IEPF-5 available on the
3. Corporate members are requested to send Books of the Company will be closed from Friday, queries_documents@pidilite.com. The same will be website www.iepf.gov.in and sending a
physical copy of the same duly signed to the
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to the Company a scanned copy (PDF/JPG 4 September 2020 to Thursday, 10 September, replied by the Company suitably. Company along with the requisite documents
Format), certified copy of the Board Resolution/ 2020 (both days inclusive) for the purpose of 20. A. Pursuant to Section 205A of the Companies enumerated in the Form IEPF-5.
Authorisation authorizing their representative to the AGM. Act, 1956 all unclaimed/ unpaid dividend G. The Company has uploaded the details of
attend and vote on their behalf through remote 13. The Securities and Exchange Board of India (SEBI) up to the financial year ended 31 March, unpaid and unclaimed amounts lying with
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evoting at investor.relations@pidilite.co.in. The said has mandated the submission of Permanent 1994 have been transferred to the General the Company as on 6 August 2019 (date of
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Resolution/Authorisation shall also be sent to the Account Number (PAN) by every participant in Revenue Account of the Central Government. last AGM) on the website of the Company
Scrutinizer by email through its registered email securities market. Members holding shares in Those Members who have so far not claimed (www.pidilite.com) and also on the Ministry of
address to shethmm_cs@yahoo.co.in with a copy electronic form are required to submit their PAN as their dividends for the said periods may Corporate Affairs website.
marked to evoting@nsdl.co.in well as bank details to their Depository Participants claim the same by submitting an application
4. In case of joint holders attending the AGM, only and Members holding shares in physical form in the prescribed form to the Registrar of Members who have not yet encashed their
Dividend Warrants for the years ended
such joint holder who is higher in the order of shall submit their PAN as well as bank details to Companies, Maharashtra. 31 March 2013 to 31 March 2020 including
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names will be entitled to vote. the Company/ TSR Darashaw Consultants Private interim dividend declared on 5 March 2020
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Limited, the Company’s Registrar & Share Transfer B. The Company has transferred unclaimed/
5. A statement pursuant to Section 102(1) of the Act, Agents (Company’s R & T Agents). unpaid dividend (including the Interim are requested to contact the R & T Agents,
setting out all material facts relating to item Dividend declared during the Financial M/s. TSR Darashaw Consultants Private Ltd.,
nos. 4 to 10 of the Notice is annexed herewith and 14. As per Regulation 40 of the SEBI Listing Year 2001-2002) in respect of Financial Years Unit: Pidilite Industries Limited, 6-10, Haji Moosa
the same should be taken as part of this Notice. Regulations, as amended, securities of ended 31 March 1995 to 31 March 2012 Patrawala Indl. Estate, 20, Dr. E. Moses Road,
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listed companies can be transferred only in Mahalaxmi, Mumbai 400 011.
6. Notes given in the Notice to the extent applicable dematerialized form w.e.f 1 April 2019, except to the Investor Education and Protection 21. In March 2008, some of the members of Vinyl
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also forms part of the Explanatory Statement. in case of request received for transmission or Fund (IEPF). Chemicals (India) Limited (VCIL) were allotted
7. Members seeking any information with regard transposition of securities. In view of this and C. Sections 124 and 125 of the Act read with 6% Secured Redeemable Preference Shares of
to the accounts, inspection of documents or to eliminate all risks associated with physical the Investor Education and Protection Fund 10 each (Preference Shares) by the Company
any matter to be placed at the AGM, are shares and for ease of portfolio management, Authority (Accounting, Audit, Transfer and pursuant to the Scheme of Demerger of VAM
requested to write to the Company on or members holding shares in physical form are Refund) Rules, 2016 (‘IEPF Rules’), both of Manufacturing Unit of VCIL into the Company.
before 1 September 2020 through email on requested to consider converting their holdings which were made applicable with effect The said Preference Shares were redeemed
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queries_documents@pidilite.com. The same to dematerialized form. Members can contact from 7 September 2016, also contain similar on 5 September 2008 and the Company had
will be replied by the Company suitably. the Company or Company’s R & T Agents for provisions for transfer of such amounts to despatched Preference Dividend-cum-Redemption
assistance in this regard. IEPF. Accordingly, all unclaimed/unpaid Warrants to all Preference Shareholders without
8. Since the AGM will be held through VC/ OAVM, the dividend, as well as the principal redemption surrender of the Preference Share Certificates. The
Route Map of the venue of AGM is not annexed in 15. The Members are requested to inform of any amount of preference shares, as applicable, unclaimed preference shares redemption amount
this Notice. changes, if any, pertaining to their name, postal and the dividend pertaining to the same has been
address, email address, telephone/ mobile remaining unclaimed/unpaid for a period of transferred to IEPF and hence no claim shall lie in
9. In compliance with the aforesaid MCA Circulars numbers, Permanent Account Number (PAN), seven years from the date they became due respect thereof against the Company.
and SEBI Circular dated 12 May 2020, Notice of mandates, nominations, power of attorney, bank for payment, in relation to the Company, have
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the AGM along with the Annual Report 2019-20 is details viz. name of the bank and branch details, been transferred to the IEPF established by 22. Voting through electronic means/ballot paper
being sent only through electronic mode to those bank account number, MICR code, IFSC, etc., the Central Government. No claim shall be I. In compliance with provisions of Section 108
Members whose email addresses are registered immediately to: entertained against the Company for the of the Act and Rules issued thereunder and
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amounts so transferred. Regulation 44 of SEBI Listing Regulations,