Page 45 - Annual Report 2019-20

43

has appointed M/s M. M. Sheth & Co., Practising Disclosure of related party transactions with the Particulars of Employees and related disclosures The Company has complied with Secretarial Standards
Company Secretaries to undertake the Secretarial promoter(s)/promoter(s) group, which individually issued by the Institute of Company Secretaries of
Audit of the Company for the financial year 2019-20. hold 10% or more share holding of the Company, as Disclosure pertaining to remuneration as per Section India on Meetings of the Board of Directors and PIDILITE ANNUAL REPORT 2019-20
The Report of the Secretarial Auditor is attached as per the Indian Accounting Standards, are set out in 197(12) of the Act, read with Rule 5 of the Companies General Meetings.
Annexure 2 to this Report. There is no qualification or Note No. 44 of the Standalone Financial Statements of (Appointment and Remuneration of Managerial
adverse remark in their Report. the Company. Personnel) Rules, 2014 is attached as Annexure 6 to Appreciation
this Report.
Conservation of Energy, Technology Absorption and Particulars of Loans, Guarantees or Investments Your Directors wish to place on record their
Foreign Exchange Earnings and Outgo Details of employee remuneration as required under appreciation of the contribution made by the
Details of loans, guarantees or investments covered provisions of Section 197 of the Act and Rule 5(2) employees at all levels to the continued growth and
The particulars under Section 134 of the Act, read with under the provisions of Section 186 of the Act, are of Companies (Appointment and Remuneration of prosperity of your Company. Your Directors also
the Companies (Accounts) Rules, 2014 are attached as given in the Notes to the Financial Statements. Managerial Personnel) Rules, 2014 (including any wish to place on record their appreciation to the
Annexure 3 to this Report. modifications, thereof) are available at the Registered shareholders, dealers, distributors, consumers,
Employees Stock Option Scheme Office of the Company during working hours and shall banks and other financial institutions for their
Risk Management The Employees Stock Option Scheme (Scheme) be made available to any shareholder on request. continued support.
In compliance with Regulation 21 of the Listing is in line with SEBI (Share Based Employee Benefits) General
Regulations, a Risk Management Committee has Regulations, 2014 (SBEB Regulations). The certificate
been constituted by the Board. The Risk Management of Auditors regarding implementation of the The Company has neither issued equity shares with FOR AND ON BEHALF OF THE BOARD
Committee, also known as Risk Management Oversight Scheme is available for inspection of Members differential rights nor any sweat equity shares.
Committee, is entrusted with roles and powers which in electronic mode.
includes (a) Review and approval of risk management The applicable disclosure, as stipulated under the There have been no material changes and
plan (b) Review progress on the risk management SBEB Regulations, as on 31 March 2020 with regard commitments affecting the financial position of the
st
plan (c) Propose methodology on risk classification to the Scheme, is provided in Annexure 4 to Company between the end of financial year and the Mumbai M B Parekh
th
and measurement. this Report. date of this Report. Date : 17 June 2020 Executive Chairman
The Company has laid out a risk management plan for Extract of Annual Return
identification and mitigation of risks. The Company Extract of Annual Return of the Company is attached
has also constituted a Management Risk Committee as Annexure 5 to this Report. It is also available on the
which is chaired by the Managing Director and has website: www.pidilite.com.
Senior Leadership of the Company as members of
the Committee. The Management Risk Committee Business Responsibility Report
identifies the key risks for the Company, develops A Business Responsibility Report as per Regulation
and implements the risk mitigation plan, reviews and 34 of the Listing Regulations, detailing the various
monitors the risks and corresponding mitigation plans initiatives taken by the Company on the environmental,
on a regular basis and prioritises the risks, if required social and governance front, forms an integral part of
depending upon the effect on the business/reputation. this Report.
The other details in this regard are provided in the Internal Control Systems and their Adequacy
Report on Corporate Governance, which forms a part
of this Annual Report. The Company has adequate internal financial control
procedures commensurate with its size and nature
Contracts and Arrangements with Related Parties of business.
All contracts/arrangements entered into by the The Company has appointed Internal Auditors who
Company during the financial year with related parties periodically audit the adequacy and effectiveness of
(as defined in the Act and Listing Regulations) were the internal controls laid down by the management
in the ordinary course of business and on an arm’s and suggest improvements.
length basis. During the year, the Company did not The Audit Committee of the Board of Directors
enter into any contract/arrangement/transaction with approves the annual internal audit plan and
related parties which could be considered as material periodically reviews the progress of audits as per
PIDILITE ANNUAL REPORT 2019-20 required to be reported in Form No. AOC-2 in terms of implementation of audit recommendations, if any, and
in accordance with the policy of the Company on
approved audit plans along with critical internal audit
findings presented by internal auditors, status of
materiality of related party transactions or which is
Section 134(3)(h) read with Section 188 of the Act and
adequacy of internal controls.
Rule 8(2) of the Companies (Accounts) Rules, 2014.
Significant/Material orders passed by the Regulators
The Policy on materiality of related party transactions
There are no significant/material orders passed by the
and dealing with related party transactions, as
Regulators or Courts or Tribunals impacting the going
www.pidilite.com.
in future.
42 approved by the Board, is available on the website: concern status of the Company and its operations