Page 43 - Annual Report 2019-20

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Comercio de Colas e Adesivos Ltda which has to the Directors is as per the terms laid out in the Number of Meetings of Board of Directors Policy) Rules, 2014 is attached as Annexure 1 to this
been approved by the local administrator and Plus said policy. Report. The details of CSR Initiatives forms part of
Call Technical Services LLC, Dubai for which the Six meetings of the Board of Directors of the Company Social & Community Services Initiatives section of PIDILITE ANNUAL REPORT 2019-20
financial statements has been approved by the Directors’ Responsibility Statement were held during the year. For further details, please this Annual Report. CSR Policy can be accessed on
management. There has been no transaction in Your Directors confirm that: refer to the Report on Corporate Governance, which website of the Company www.pidilite.com
Pidilite C-Techos Private Limited and Pidilite Grupo forms a part of this Annual Report.
Puma Private Limited from the respective dates of • in the preparation of the annual accounts, the Statement of Declaration on Independence given by Vigil Mechanism / Whistle Blower Policy
their incorporation till 31 March 2020. applicable accounting standards have been Independent Directors The Company has established a Vigil Mechanism and
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followed along with proper explanation relating Whistle Blower Policy for its Directors and employees.
The accounts of the subsidiaries are also uploaded on to material departures; All the Independent Directors of the Company have The said policy has been communicated to the
the website of the Company, www.pidilite.com. • the directors have selected such accounting given declarations that: Directors and employees of the Company and is also
policies and applied them consistently and made
Directors and Key Managerial Personnel a. they meet the criteria of independence as laid posted on the website of the Company. For further
judgments and estimates that are reasonable and down under the Act and the Listing Regulations details, please refer to the Report on Corporate
The Board of Directors, on the recommendation prudent so as to give a true and fair view of the and Governance, which forms a part of this Annual Report.
of Nomination and Remuneration Committee, has state of affairs of the Company at the end of the
recommended to the Members (a) the re-appointment financial year ended 31 March 2020 and of the b. they have registered their names in the Policy relating to Prevention of Sexual Harassment
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of Shri Bharat Puri as the Managing Director of the profit of the Company for that period; Independent Directors’ Databank. The Company has formulated a Prevention of Sexual
Company for a further period of 5 years with effect • the directors have taken proper and sufficient Harassment Policy and has formed Internal Complaints
from 10 April 2020 (b) the re-appointment of care for the maintenance of adequate accounting Corporate Governance Committees, as per statutory requirements. For
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Shri A N Parekh as the Whole-time Director of the records in accordance with the provisions of the The Company is committed to good corporate further details, please refer to the Report on Corporate
Company for a further period of 5 years with effect Companies Act, 2013 for safeguarding the assets governance practices. The Report on Corporate Governance, which forms a part of this Annual Report.
from 1 July 2020 and (c) the re-appointment of of the Company and for preventing and detecting Governance, as stipulated under Listing Regulations,
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Shri Sanjeev Aga as an Independent Director of the fraud and other irregularities; forms an integral part of this Annual Report. The Statutory Auditors
Company for a second consecutive term of 5 years, requiste certificate from M/s M. M. Sheth & Co., In accordance with the provisions of the Act,
commencing from the conclusion of the 51 AGM. • the directors have prepared the annual accounts Practising Company Secretaries, is attached to the
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on a going concern basis; M/s Deloitte Haskins & Sells LLP, Chartered
Shri Sabyaschi Patnaik, Whole-time Director, • the Board has laid down internal financial controls Report on Corporate Governance. Accountants (Firm Registration No 117366W/W-
designated as Director-Operations of the Company, to be followed by the Company and that such Management Discussion and Analysis Report 100018) have been appointed as the Statutory
resigned from the end of business hours of internal financial controls are adequate and are Auditors of the Company, for a period of five years
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29 February 2020. The Directors place on record operating effectively; and The Management Discussion and Analysis Report for i.e. up to the conclusion of 54 AGM to be held for
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their sincere appreciation for the valuable services • the directors have devised proper systems the year under review, as stipulated under the Listing the adoption of accounts for the year ending
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rendered by him during his tenure as the Whole-time to ensure compliance with the provisions of Regulations, is presented in a section forming part of 31 March 2023. Auditors have confirmed that they
Director of the Company. all applicable laws and that such systems are this Annual Report. For the sake of brevity the items are not disqualified from continuing as Auditors of
Shri Debabrata Gupta was appointed as an Additional adequate and operating effectively. covered in Board’s Report are not repeated in the the Company.
Management Discussion and Analysis Report.
Director of the Company by the Board on the There is no qualification or adverse remark in Auditors’
recommendation of Nomination and Remuneration Annual Evaluation by the Board of its own Committees of the Board Report. There is no incident of fraud requiring
Committee with effect from 1 March 2020. Members’ performance, its Committees and individual Directors reporting by the Auditors under Section 143(12) of
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approval is sought for his appointment as a Director The Board has put in place a mechanism for evaluation The following are the statutory Committees the Act.
and also Whole-time Director designated as Directors- of its own performance and performance of its constituted by the Board and they function according Cost Auditor
Operations of the Company for a period of three years Committees and individual Directors. The evaluation to their respective roles and defined scope:
with effect from 1 March 2020. of the Board, Committees, Directors and Chairman • Audit Committee The Company has maintained cost records as
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of the Board was conducted based on the evaluation specified by Central Government u/s 148(1) of
In accordance with the Act and the Articles of parameters, such as Board composition and structure, • Nomination and Remuneration Committee the Act. M/s. V J Talati & Co., Cost Accountants, were
Association of the Company, Shri A B Parekh and effectiveness of the Board, participation at meetings, appointed as the Cost Auditor for the financial year
Shri N K Parekh, Directors of the Company, retire by domain knowledge, awareness and observance of • Corporate Social Responsibility Committee 2019-20 to conduct the audit of the cost records of
rotation and being eligible, offers themselves for governance, etc. For further details, please refer to the • Stakeholders Relationship Committee the Company and they have been reappointed as the
re-appointment. Report on Corporate Governance, which forms a part • Risk Management Committee Cost Auditor for the financial year 2020-21. In terms
of this Annual Report.
of the provisions of Section 148(3) of the Act, read
In terms of Section 203 of the Act and applicable
PIDILITE ANNUAL REPORT 2019-20 have appointed Shri Pradip Menon as the Chief The Company has put in place an induction and in the Report on Corporate Governance, which forms Auditors has to be ratified by the Members of the
Details of composition, terms of reference and number
with the Companies (Audit and Auditors) Rules, 2014,
provision of Listing Regulations, the Board of Directors
Familiarisation Programme
of meetings held for respective Committees are given
as amended, the remuneration payable to the Cost
Financial Officer (Key Managerial Personnel) of the
familiarisation programme for all its Directors
a part of this Annual Report. Further, during the year
Company. Accordingly, at the ensuing AGM, the Board
Company with effect from 18 November 2019.
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including the Independent Directors.
under review, all the recommendations made by the
seeks ratification of the remuneration payable to the
Policy on Directors’ Remuneration
Audit Committee have been accepted by the Board.
Cost Auditors for the financial year 2020-21.
The familiarisation programme for Independent
The policy on Directors’ remuneration is given as an
Directors in terms of provisions of Regulation 46(2)(i)
Corporate Social Responsibility (CSR) Report
Secretarial Auditor and Secretarial Audit Report
annexure and is also available on the website of the
of the Listing Regulations, is uploaded on the website
and Policy
Company, www.pidilite.com. The remuneration paid
of the Company.
The CSR Report as per Section 135 of the Act read
and the Companies (Appointment and Remuneration
with Companies (Corporate Social Responsibility Pursuant to the provisions of Section 204 of the Act
of Managerial Personnel) Rules, 2014, the Company
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