Page 259 - Annual Report 2019-20

EXPLANATORY STATEMENT
INSTRUCTIONS FOR MEMBERS FOR ATTENDING VII. Shri M M Sheth, Practising Company Secretary Pursuant to Section 102 of the Companies Act, 2013
THE AGM THROUGH VC/ OAVM ARE AS UNDER: (Membership No. FCS 1455 CP No. 729) or (the ‘Act’)
1. Members will be able to attend the AGM failing him, Smt. Ami M Sheth (Membership No. Item No. 4 ii. Other Perquisites/ Allowances:
through VC/ OAVM or view the live ACS 24127 CP No. 13976) have been appointed This statement is provided, though strictly not Following Perquisites/ Allowances shall not
webcast of AGM provided by NSDL at as the ‘Scrutinizer’ to scrutinize remote e-voting required as per section 102 of the Act. exceed an amount of 1,20,00,000 (Rupees
https://www.evoting.nsdl.com by using process and also e-voting at the AGM in a fair Shri N K Parekh (Vice-Chairman) (DIN: 00111518), One Crore Twenty Lakhs only) per annum, on a
their remote e-voting login credentials and and transparent manner. is due to retire by rotation and being eligible offers cost to company basis:
selecting the EVEN for Company’s AGM. himself for re-appointment as a Non-Executive
VIII. The Scrutinizer shall immediately after the a. Residential Accommodation:
2. Members who do not have the User ID and conclusion of voting at the AGM, first scrutinise Director of the Company. The Company shall provide rent free
Password for e-voting or have forgotten the the votes cast at the AGM, thereafter unlock the In terms of the Regulation 17(1A) of the SEBI furnished accommodation to Shri Bharat
User ID and Password may retrieve the same votes cast through remote e-voting and shall (Listing Obligations and Disclosure Requirements) Puri or shall give House Rent Allowance of
by following the remote e-voting instructions make not later than 48 hours of conclusion of Regulations, 2015, (Listing Regulations) in past, an amount not exceeding 20% of Salary.
members have approved, by passing Special
mentioned in the Notice. Further Members can the Meeting, a consolidated Scrutiniser’s Report Resolution by means of Postal Ballot as well as in the b. Reimbursement of gas, electricity, water.
also use the OTP based login for logging into of the total votes cast in favour or against, if any, 50 AGM held on 6 August 2019, continuation of c. Furnishings/ Furnitures/ Equipments and
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the e-voting system of NSDL. tenure of directorship of Shri N K Parekh as Home Appliances.
to the Chairman or a person authorised by him Non-Executive Director.
3. Facility of joining the AGM through VC/ in writing who shall countersign the same. d. Reimbursement of travel and stay
OAVM shall open 30 minutes before the time IX. The Results alongwith the Scrutinizer’s Report Shri N K Parekh has been serving as a Director of expenses for proceeding on leave once a
year in respect of self and family including
the Company since 1969 and is a promoter of the
scheduled for the AGM and will be available for shall be placed on the Company’s website Company. It would be in interest of the Company all expenses in connection with the travel
Members on first come first served basis. www.pidilite.com and on the website of NSDL to continue to avail his services as a Non-Executive and stay for self and family.
4. Members are advised to join the Meeting using within 48 hours of conclusion of the 51 AGM of Director of the Company. e. Reimbursement of membership fees/
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stable Wi-Fi or LAN Connection to mitigate the Company and communicated to BSE Limited A brief profile of Shri N K Parekh as stipulated under subscription for 2 clubs in India.
any kind of aforesaid glitches and disturbance and National Stock Exchange of India Limited. Regulation 36(3) of Listing Regulations is given in this f. Medical and Personal Accident Insurance.
Notice.
during the meeting. g. Company’s car/s with driver.
Shri N K Parekh and his relative Shri A N Parekh are
5. Members who need assistance before or interested in this resolution. h. Reimbursement of actual medical
during the AGM, can contact NSDL on Save and except above, none of the other Directors, expenses incurred in India and/or abroad
evoting@nsdl.co.in/ 1800-222-990 or contact Key Managerial Personnel of the Company and their including hospitalisation for self and family.
Mr. Amit Vishal, Senior Manager – NSDL at relatives are concerned or interested, financially or i. Other Allowances as may be approved by
amitv@nsdl.co.in/ 022-24994360 or Mr. Sagar otherwise, in this resolution. the Board from time to time.
Ghosalkar, Assistant Manager- NSDL at The Board of Directors recommends the Special The Board will decide the increment upto
sagar.ghosalkar@nsdl.co.in/ 022-24994553. Resolution for approval by the Members. a ceiling of 15% of the amounts specified in
Item No. 5 Item No. A, B, C and D above. Subsequent
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6. Members who would like to express their increment will become due on 1 April every
views or ask questions during the AGM may In accordance with the recommendation of the year and the Board will decide the increment
Nomination and Remuneration Committee, the
register themselves as a speaker by sending Board of Directors of the Company at their meeting upto 15% of the amounts specified in Item
their request from their registered email held on 5 March 2020 have, subject to approval No. A, B, C and D above and drawn in the
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immediate previous year.
address mentioning their name, DP ID and of the Members, re-appointed Shri Bharat Puri
Client ID/folio number, PAN, mobile number (DIN: 02173566) as the Managing Director of the iii. Following perquisites/benefits over and above
the ceiling prescribed in (D)(ii) above:
at queries_documents@pidilite.com from Company for a further period of 5 years with effect
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5 September 2020 (9:00 a.m. IST) to from 10 April 2020 on the following terms and a. Telephone and other communication
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facilities at residence.
conditions:
7 September 2020 (5:00 p.m. IST). Those
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Members who have registered themselves A. Salary: b. Encashment of unavailed earned leave as
per rules of the Company.
as a speaker will only be allowed to express Salary of 5,37,00,000/- (Rupees Five Crore
their views/ask questions during the AGM. Thirty Seven Lakhs only) per annum with first iv. In addition to the above remuneration, the
increment due on 1 April 2021.
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Company, subject to necessary approvals, shall
The Company reserves the right to restrict the B. Special Allowance: offer the Managing Director stock options.
number of speakers and number of questions E. Commission:
depending on the availability of time for An amount of 1,55,00,000/- (Rupees One Crore
Fifty Five Lakhs only) per annum.
the AGM. Shri Bharat Puri shall be entitled to commission
C. Variable Pay: of an amount of 0.25% of the net profits of the
An amount not exceeding 60% of basic salary. Company, to be determined by the Board from time
to time based on the net profits of the Company
D. Perquisites/ Benefits/ Allowances: subject to overall ceiling laid down in Sections 197
i. Contribution to Provident Fund, payment of and 198 of the Companies Act, 2013.
Superannuation/ Gratuity: Shri Puri, aged 59 years, is a graduate in Commerce
a. Contribution to Provident Fund as per and has completed his Post Graduate Diploma
rules of the Company. in Business Administration from the Indian
b. Superannuation benefits as per rules of Institute of Management-Ahmedabad. He has vast
the Company. experience of over 37 years in the field of Sales,
8 c. Gratuity payment as per rules of the Marketing and General Management in leading 9
FMCG Companies viz. Asian Paints, Cadbury,
Company.