Page 62 - Annual Report 2019-20

ANNExuRE 2 TO ThE DIRECTORS’ REPORT 61

SECRETARIAL AuDIT REPORT FOR ThE FINANCIAL YEAR ENDED 31 MARCh 2020 Annexure-A
ST
[Pursuant to Section 204(1) of the Companies (Not applicable to the Company during the provisions of Section 173 of the Act and a system The Members,
Act, 2013 and Rule No. 9 of the Companies Audit Period); exists for seeking and obtaining further information Pidilite Industries Limited, PIDILITE ANNUAL REPORT 2019-20
(Appointment and Remuneration of Managerial (d) The Securities and Exchange Board of and clarifications on the agenda items before the Regent Chambers, 7 Floor,
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Personnel) Rules, 2014] India (Share Based Employee Benefits) meeting and for meaningful participation at 208, Nariman Point,
Regulations, 2014 the meeting. Mumbai-400 021.
To, (e) The Securities and Exchange Board of All decisions at board meetings and committee Our report of even date is to be read along with
meetings were carried out unanimously as recorded in
The Members, India (Issue and Listing of Debt Securities) the minutes of meetings of the Board of Directors or this letter.
Pidilite Industries Limited, Regulations, 2008 (Not applicable to the Committees of the Board, as the case may be. 1) Maintenance of secretarial record is the
Company during the Audit Period);
Regent Chambers, 7 Floor, responsibility of the management of the
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208, Nariman Point, (f) The Securities and Exchange Board of India I further report that there are adequate systems and Company. Our responsibility is to express an
processes in the Company commensurate with the size
Mumbai-400 021. (Registrars to an Issue and Share Transfer and operations of the Company to monitor and ensure opinion on these secretarial records based on
I have conducted the secretarial audit of the Agents) Regulations, 1993 regarding the compliance with applicable laws, rules, regulations our audit.
Companies Act and dealing with client;
compliance of applicable statutory provisions and and guidelines. 2) We have followed the audit practices and
the adherence to good corporate practices by Pidilite (g) The Securities and Exchange Board of India I further report that during the audit period the processes as were appropriate to obtain
Industries Limited (hereinafter called the Company). (Delisting of Equity Shares) Regulations, Company has following specific events/ actions having reasonable assurance about the correctness
Secretarial Audit was conducted in a manner that 2009 (Not applicable to the Company a major bearing on the Company’s affairs in pursuance of the contents of the Secretarial records.
provided me a reasonable basis for evaluating the during the Audit Period); of the above referred laws, rules, regulations, The verification was done on test basis to ensure
corporate conducts/statutory compliances and (h) The Securities and Exchange Board of India guidelines, standards, etc. that correct facts are reflected in secretarial
expressing my opinion thereon. (Buyback of Securities) Regulations, 2018 records. We believe that the processes and
Based on my verification of the Company’s books, (Not applicable to the Company during the - Special Resolution passed by the Members practices, we followed provide a reasonable basis
at the 50th AGM held on 6 August 2019 for
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papers, minute books, forms and returns filed and Audit Period); and re-appointment of Shri N. K. Parekh as Non- for our opinion.
other records maintained by the Company and also (i) The Securities and Exchange Board of Executive Director as required under regulation 3) We have not verified the correctness and
the information provided by the Company, its officers, India (Listing Obligations and Disclosure 17(1A) of LODR Regulations, 2015 appropriateness of financial records and Books
agents and authorised representatives during the Requirements) Regulations, 2015; of Accounts of the Company.
conduct of secretarial audit and considering practical (vi) I further report that, having regard to the - Special Resolution passed by the Members 4) Where ever required, we have obtained
at the 50 AGM held on 6 August 2019
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difficulties caused by lockdown imposed by state compliance system prevailing in the Company the Management representation about the
government due to Covid-19 pandemic, I hereby and on examination of the relevant documents for re-appointment of Shri B S Mehta as an compliance of laws, rules and regulations and
Independent Director for a second consecutive
report that in my opinion, the Company has during and records in pursuance thereof, on test check st happening of events, etc.
the audit period covering the financial year ended basis, the Company has complied with the term of five years upto 31 March 2024. 5) The compliance of the provisions of Corporate
on 31 March 2020 (Audit Period) complied with following laws applicable specifically to - Special Resolution passed by the Members and other applicable laws, rules, regulations,
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the statutory provisions listed hereunder and also the Company: at the 50 AGM held on 6 August 2019 for standards is the responsibility of management.
that the Company has proper Board-processes and (a) The Environment (Protection) Act, 1986 re-appointment of Shri Uday Khanna as an Our examination was limited to the verification of
compliance-mechanism in place to the extent, in the (b) Hazardous Waste (Management & Handling) Independent Director for a second consecutive procedures on test basis.
nd
manner and subject to the reporting made hereinafter: Rules 1989 term of five years upto 2 April 2024. 6) The Secretarial audit report is neither an
I have examined the books, papers, minute books, (c) The Manufacture, Storage and Import of - Special Resolution passed by the Members assurance as to the future viability of the
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forms and returns filed and other records maintained Hazardous Chemicals Rules, 1989 at the 50 AGM held on 6 August 2019 for Company nor of the efficacy or effectiveness
by the Company for the financial year ended on I have also examined compliance with the re-appointment of Smt. Meera Shankar as an with which the management has conducted the
31 March 2020 according to the provisions of: applicable clauses of the following: Independent Director for a second consecutive affairs of the Company.
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term of five years upto 29 July 2024.
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(i) The Companies Act, 2013 (`the Act’) and the (i) Secretarial Standards (i.e SS-1 relating to - Company has entered into Joint Venture
rules made thereunder Board Meetings & SS-2 relating to General
(ii) The Securities Contracts (Regulation) Act, 1956 Meetings) issued by the Institute of Company agreement with Litokol S.p.A, Italy, Corporacion
Empresarial Grupo Puma S.L., Spain and Chetana
(‘SCRA’) and the rules made thereunder; Secretaries of India. Exponential Technologies Pvt. Ltd., India.
(iii) The Depositories Act, 1996 and the Regulations (ii) The Listing Agreements entered into by the - Company has acquired 70% of share capital
and Bye-laws framed thereunder; Company with the Stock Exchanges. of Tenax India Stone Products Pvt. Ltd., group
(iv) Foreign Exchange Management Act, 1999 and During the period under review, the Company has company of Tenax S.p.A, Italy.
the rules and regulations made thereunder to the complied with the provisions of the Act, Rules,
extent of Overseas Direct Investment Regulations, Guidelines, Standards, etc. For M. M. SHETH & CO. For M. M. SHETH & CO.
mentioned above.
PIDILITE ANNUAL REPORT 2019-20 Board of India Act, 1992 (‘SEBI Act’):- of Executive Directors, Non-Executive Directors Date: 17 June 2020 Date: 17 June 2020
The following Regulations and Guidelines
(v)
(Company Secretaries)
(Company Secretaries)
I further report that the Board of Directors of the
prescribed under the Securities and Exchange
M. M. SHETH
M. M. SHETH
Company is duly constituted with proper balance
(Prop.)
(Prop.)
(a) The Securities and Exchange Board of
FCS No. 1455
and Independent Directors. The changes in the
FCS No. 1455
India (Substantial Acquisition of Shares and
CP No. 729
composition of the Board of Directors that took place
CP No. 729
Takeovers) Regulations, 2011;
during the period under review were carried out in
Place: Mumbai
Place: Mumbai
(b) The Securities and Exchange Board of
compliance with the provisions of the Act.
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India (Prohibition of Insider Trading)
UDIN: F001455B000351222
Regulations, 2015;
the Board Meetings, agenda and detailed notes on
(c) The Securities and Exchange Board of

agenda were sent at least seven days in advance
India (Issue of Capital and Disclosure Adequate notice is given to all directors to schedule This report is to be read with our letter of even date UDIN: F001455B000351222
which is annexed as Annexure-A and forms an
60 Requirements) Regulations, 2018 except when Board meetings were called by giving
less than seven days notice in accordance with the integral part of this report.