Page 263 - Annual Report 2019-20

Shri Gupta is a fit and proper person for the post of for participating in the Board and other meetings and ADDITIONAL INFORMATION ON DIRECTORS SEEKING ELECTION AT THE
Whole Time Director. The remuneration payable to profit related commission within the limits stipulated
him is fair and reasonable. The proposed remuneration under Section 197 of the Act. Copy of draft letter of ANNUAL GENERAL MEETING
payable is within the limits specified in Schedule V appointment of Shri Aga setting out the terms and [under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]:
of the Companies Act, 2013. The Members’ approval conditions of appointment is available for inspection by
is required for the same under Schedule V and other the Members through electronic mode, on the basis of
applicable provisions of the Companies Act, 2013. request being sent on queries_documents@pidilite.com. Resolution/ 3 4 5 6 7 & 8 9
The above may be treated as written memorandum Shri Aga is interested in this resolution with regard to Item No
setting out the terms of appointment of Shri Gupta his re-appointment. Save and except the above, none Name of Shri A B Parekh Shri N K Parekh Shri Bharat Puri Shri A N Parekh Shri Debabrata Shri Sanjeev Aga
u/s 190 of the Act. of the other Directors, Key Managerial Personnel of the Director Gupta
Except Shri Debabrata Gupta, none of the other Company and their relatives are, in any way, concerned
Directors or Key Managerial Personnel of the Company or interested, financially or otherwise, in this resolution. Age 62 years 82 years 59 years 48 years 57 years 68 years
and their relatives are interested or concerned, This statement may also be regarded as an appropriate
financially or otherwise, in this resolution. disclosure under the Act and the Listing Regulations. Date of first 26/06/1985 28/07/1969 28/05/2008 01/07/2005 01/03/2020 29/07/2011
appointment
The Board recommends this resolution for approval by The Board recommends the Special Resolution, as set on the Board
the Members. out in Item No. 9 of the Notice, for approval by the
Item No. 9 Members. Qualification B.Chem (Engg.), B.Sc., MBA from the B. S. Chem. Alumni of IIT Graduate in
Kharagpur
Engg. (U.S.A)
Indian Institute
M.B.A (USA)
B.Sc (Tech),
Physics from
Shri Sanjeev Aga (DIN: 00022065) was appointed as Item No. 10 M.S. Chem. of Management, St. Stephen’s
an Independent Director of the Company and he holds The Board, on the recommendation of Audit Committee Engg. (USA) Ahmedabad College and Post
office as an Independent Director of the Company up has approved the appointment and remuneration of an Graduate from the
to the conclusion of 51 AGM. amount not exceeding 1,73,500/- (Rupees One Lakh Indian Institute of
st
Shri Aga has been associated with the Company Seventy Three Thousand Five Hundred Only), Management,
Kolkata
since 2011. Considering the expertise and rich plus applicable taxes, for the financial year ending
st
experience of Shri Aga and his valuable contributions 31 March 2021 payable to the Cost Auditor Experience For details, For details, please refer to the Explanatory statement to the AGM Notice.
to the Company, the Nomination and Remuneration M/s. V J Talati & Co., Cost Accountants to conduct (including please refer to
Committee and the Board, at their meetings held on the audit of the cost records of the Company for expertise the Corporate
th
17 June 2020, have recommended the re-appointment the aforesaid financial year. In accordance with the in specific Governance
of Shri Sanjeev Aga as an Independent Director for provisions of Section 148 of the Act and the Companies functional Report
area)/ Brief
a second consecutive term from the conclusion of the (Audit and Auditors) Rules, 2014, the remuneration Resume
st
st
51 AGM upto 31 March 2025. payable to the Cost Auditor, as recommended by the
Audit Committee and approved by the Board, has to
The Board, based on the performance evaluation be ratified by the Members of the Company. Terms and Whole-time Non- Executive Managing Whole-time Whole-time Independent
Director liable to Director
Director
and as per the recommendation of the Nomination Conditions of Director liable to Director liable to Director not retire by rotation designated for second
retire by rotation liable to retire
appointment/
retire by rotation
and Remuneration Committee, considers that, given Accordingly, consent of the Members is sought re-appointment by rotation as Director- consecutive term
his background, experience and contributions made for passing an Ordinary Resolution, as set out in Operations of 5 years up to
by him during his tenure, the continued association the Item No. 10 of the Notice, for ratification of the liable to retire 31 March 2025
st
of Shri Aga would be beneficial to the Company and remuneration payable to the Cost Auditor for the by rotation
st
it is desirable to continue to avail his services as an financial year ending 31 March 2021.
Independent Director. Accordingly, it is proposed to None of the Directors, Key Managerial Personnel of the Remuneration For details, please refer to the Corporate Governance Report.
re-appoint Shri Aga as an Independent Director of the Company and their relatives are in any way concerned last drawn
Company, not liable to retire by rotation, for a second or interested, financially or otherwise in the resolution. (FY 2019-20)
consecutive term commencing from the conclusion The Board recommends the resolution for approval
of 51 AGM up to 31 March 2025 on the Board of the by the Members.
st
st
Company. Remuneration As approved by As per As per the As per the As per the As per
proposed to the Members at Remuneration resolution at resolution at resolution at Remuneration
Shri Aga is not disqualified from being appointed be paid the Annual General Policy Item No. 5 of Item No. 6 of Item No. 8 of Policy
as a Director in terms of Section 164 of the Act BY ORDER OF THE BOARD OF DIRECTORS Meeting held on the Notice the Notice the Notice
and has given his consent to act as a Director. The 30 August 2018 convening this convening this convening this
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Company has also received declaration from Shri Aga Meeting read Meeting read Meeting read
stating that he meets the criteria of independence as Place : Mumbai PUNEET BANSAL with explanatory with explanatory with explanatory
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prescribed both under Section 149(6) of the Act and Date : 17 June 2020 COMPANY SECRETARY statement statement statement
under Regulation 16(1)(b) of the Listing Regulations. Registered Office: thereto thereto thereto
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In the opinion of the Board, Shri Aga fulfils the Regent Chambers, 7 floor, Other 1. Vinyl Chemicals 1. Vinyl 1. Tata Consumer 1. Nina Percept None 1. UFO Moviez
conditions for appointment as an Independent Director Jamnalal Bajaj Marg, Companies (India) Ltd. Chemicals Products Ltd. Pvt. Ltd. India Ltd.
as specified in the Act and the Listing Regulations and 208, Nariman Point, in which he 2. Fevicol (India) Ltd. (formerly (Deemed 2. Mahindra
he is independent of the management. Mumbai 400 021. is a Director Company Ltd. 2. Fevicol known as Public Holidays &
Tel : 91 22 2835 7000 excluding Tata Global Company)
Details of Shri Aga are provided in the “Annexure” to Fax : 91 22 2821 6007 Section 8 3. Parekh Company Ltd. Beverages Ltd.) Resorts India
the Notice. He shall be paid remuneration by way of E-mail : investor.relations@pidilite.co.in companies Marketing Ltd. 3. Parekh Ltd.
fee for attending meetings of the Board or Committees Website : www.pidilite.com and Private 4. Building Marketing Ltd. 2. ICA Pidilite 3. Larsen & Toubro
thereof or for any other purpose whatsoever as may CIN : L24100MH1969PLC014336 Companies Envelope 4. Kalva Pvt. Ltd. Infotech Ltd.
(Deemed Public
be decided by the Board, reimbursement of expenses Systems India Marketing and Company) 4. Larsen & Toubro
Ltd. Services Ltd. Ltd.
12 13