Corporate Governance Report
In compliance with Clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the following report:
1. Company's Philosophy on Code of Governance
The Company is committed to good Corporate Governance and has complied in all material respects with the requirements specified in the Listing Agreement with the Stock Exchanges.
2. Board of Directors
During the Financial Year 2014-15, 9 Board Meetings were held on 3rd April, 2014*, 28th May, 2014, 30th July, 2014,
22nd September, 2014, 25th September, 2014, 4th November, 2014, 28th January, 2015, 27th February, 2015 and 30th March, 2015.
Shri S K Parekh and Shri N K Parekh are related to each other. Shri M B Parekh and Shri A B Parekh are related to each other. Shri A N Parekh is related to Shri N K Parekh.
Independent Directors' Meeting
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, a meeting of the Independent Directors of the Company was held on 27th February, 2015, without the attendance of Non-Independent Directors and members of the management.
3. Audit Committee
During the financial year 2014-15, 7 meetings of the Committee were held on 19th May, 2014, 28th May, 2014, 26th June, 2014, 29th July, 2014, 25th September, 2014, 3rd November, 2014 and 27th January, 2015.
Details of composition of the Committee and attendance of the members at the meetings
The Company Secretary is the Secretary of the Committee. Director - Finance (Chief Financial Officer), Chief Finance -Domestic, Statutory Auditors and Internal Auditors are invited to attend the meetings. The Cost Auditor is invited when required.
The powers and terms of reference of the Committee are as specified in Clause 49 of the Listing Agreement with the Stock Exchanges and Section 177 of the Companies Act, 2013. The remuneration of Chief Internal Auditor, is reviewed by management.
4. Nomination and Remuneration Committee
A. During the financial year 2014-15, 5 meetings of the Committee were held on 28th May, 2014, 29th July, 2014, 25th September, 2014, 28th January, 2015 and 27th February, 2015.
Nomination and Remuneration Committee also functions as Compensation Committee as per Securities & Exchange Board of India (SEBI) Guidelines on Employees Stock Option Scheme.
The terms of reference of Nomination and Remuneration Committee consists of making recommendations on matters related to remuneration of Directors and Senior Management, review of performance-based remuneration with reference to corporate goals and objectives, frame policy and review the process of succession planning at key levels in the Company and other related matters.
Remuneration policy of the Company is directed towards time commitment and responsibilities of the Directors, desirability of performance-based remuneration and salaries paid by comparable companies.
The Managing Director is a permanent invitee to the meeting. The President of Business Resource Group is the Secretary of the Committee. The members elect the Chairman at each meeting.
Committee's constitution and terms of reference are in compliance with the provisions of section 178 of the Companies Act, 2013, Clause 49 of the Listing Agreement and SEBI (Employees Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time.
The Non-Executive Directors did not have pecuniary relationships or transactions vis-a-vis the Company. The Company has not granted any Stock option to any of its Non-Executive Directors.
In terms of Special Resolution passed by the Members at Annual General Meeting held on 23rd July, 2013, Non-Executive Directors have been paid aggregate commission at a rate not exceeding 1% per annum of the net profit of the Company £
computed in accordance with Section 198 of the Companies Act, 2013 as determined by the Board of Directors, based on consideration of time spent in attending Board meetings, Committee meetings and advice given to the Company as experienced/expert persons, whenever approached.
The number of shares held by Non-Executive Directors as on 31st March, 2015: Shri N J Jhaveri - 10,000;
Shri Ranjan Kapur - Nil; Shri B S Mehta - 24,716; Shri Bharat Puri - Nil; Shri Sanjeev Aga - Nil; Shri Uday Khanna - 5,000;
Smt. Meera Shankar - Nil.
5. Stakeholders Relationship Committee
During the year 14 meetings of the Share Transfer Committee were held and 1 meeting of Stakeholders Relationship Committee was held on 15th January, 2015 which was attended by Shri N K Parekh, Shri Sanjeev Aga and Shri A B Parekh.
* At the Board Meeting held on 28th May, 2014, Shri A. B. Parekh was appointed as the Member of SRC to fill the vacancy caused by the resignation of Shri S. K. Parekh a member of the Committee.
The Committee has the power to look into redressal of shareholders'/investors' grievance such as non-receipt of shares sent for transfer, non-receipt of declared dividends, non-receipt of Annual Reports, etc.
Smt. Savithri Parekh, Company Secretary, is the compliance officer for complying with the requirements of the Securities Laws and the Listing Agreement with the Stock Exchanges.
Barring certain cases pending in Courts/Consumer Forums, mainly relating to disputes over the title to shares, in which the Company has been made a party, the Company and TSR Darashaw Ltd. have attended to all the shareholders'/investors' grievances/correspondences generally within a period of 15 days from the date of receipt.
The total number of letters received from the shareholders were 874 of which only 26 were in the nature of complaints. All the complaints were resolved to the satisfaction of shareholders. 1 request for transfer and 1 request for dematerialization of shares were pending as on 31st March, 2015 which were resolved on 6th April, 2015.
The Company had a code of Internal Procedures and Conduct for Prevention of Insider Trading on the model code specified by SEBI. Shri P C Patel, President was the Compliance Officer for the purpose.
• There were no materially significant related party transactions which have potential conflict with the interest of the Company at large.The details of related party transactions are set out in the Notes to Financial Statements forming part of this Annual Report.
• The Company has complied with all requirements of the Listing Agreement with the Stock Exchanges as well as the regulations and guidelines of SEBI. Consequently, no penalties were imposed or strictures passed against the Company by SEBI, Stock Exchanges or any other statutory authority on any matter relating to capital markets during the last 3 years.
• The Company has complied with all applicable mandatory requirements of Clause 49 of the Listing Agreement.
• The Company has a Vigil Mechanism and Whistle Blower Policy for Directors & employees to report violations of applicable laws and regulations and the code of conduct. During the year under review no employee was denied access to the audit committee.
• Out of the non mandatory requirements, the Company has adopted following:
During the year under review, there was no audit qualification on the Company's financial statements.
7. Means of Communication
• The quarterly results of the Company are normally published in the following newspapers:
Financial Express (English) & Loksatta (Marathi) and are displayed on the Company's website (www.pidilite.com ). The abridged results are also published in The Economic Times and Maharashtra Times.
• Presentation made to Institutional Investors or to Analysts and transcripts of meeting with the Analysts are posted on the Company's website.
8. General Information for Shareholders
Detailed information in this regard is provided in the "Information for Shareholders" section, appearing in the Annual Report.
9. Information relating to Directors
Information relating to Directors seeking appointment / reappointment as required under Clause 49(VIII)(E)(1) of the Listing Agreement is given in the Notice of the Annual General Meeting.
10. Declaration by the Managing Director under Clause 49(II)(E)(2)
Declaration by the Managing Director of the Company under Clause 49(II)(E)(2) of the Listing Agreement with Stock Exchanges is given below:
"Pursuant to Clause 49(II)(E)(2) of the Listing Agreement with Stock Exchanges, I hereby declare that all the Board Members and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct for the year ended 31st March, 2015."
Information for Shareholders
Annual General Meeting Day, Date & Time:
Tuesday, 1st September, 2015 at 11:00 a.m.
Venue: Kamalnayan Bajaj Hall, Bajaj Bhavan, Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400 021
1st April, 2014 to 31st March, 2015
Date of Book Closure:
18th August, 2015 to 1st September, 2015 (both days inclusive)
Credit/dispatch of dividend warrants will commence from 3rd September, 2015, subject to the approval of the shareholders at the Annual General Meeting.
Listing of Shares on Stock Exchanges
The equity shares of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Annual Listing fee for the financial year 2015-16 has been paid to BSE & NSE.
Name of the Stock Exchange Stock Code
Registrar & Transfer Agent
TSR Darashaw Limited Unit: Pidilite Industries Limited 6-10, Haji Moosa Patrawala Ind. Estate,
20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011
Tel 022 – 66568484 Fax 022 - 66568494
E-mail firstname.lastname@example.orgWebsite www.tsrdarashaw.com
Share Transfer System
The Company has delegated the authority to approve shares received for transfer in physical form as under:
Dematerialisation of shares & liquidity
As on 31st March, 2015, 99.32% of total equity shares of the Company were held in dematerialised form with National Securities Depository Limited and Central Depository Services (India) Ltd. The Company's equity shares are required to be compulsorily traded in the dematerialised form. The shares are available for dematerialisation under
ISIN - INE318A01026.
Requests for dematerialisation of shares are processed and generally confirmed within 15 days of receipt.
Major Plant locations-Mahad, Panvel, Taloja, (Maharashtra); Vapi, Surat (Gujarat); Daman (Union Territory of India); Kala Amb, Baddi (Himachal Pradesh); Secunderabad (Telangana); Guwahati (Assam).
Address for Correspondence
Regent Chambers, 7th Floor, Jamnalal Bajaj Marg, 208, Nariman Point, Mumbai - 400 021
Tel No: 022-2282 2708 CIN: L24100MH1969PLC014336
Ramkrishna Mandir Road, Off. Mathuradas Vasanji Road,
Andheri (E), Mumbai - 400059 Tel No : 022-28357000/7949 Fax No : 022-28216007
Email : email@example.com Website : www.pidilite.com <http://www.pidilite.com>
Corporate Secretarial/Investors' Assistance Department
The Company's Secretarial Department headed by Smt. Savithri Parekh, Company Secretary, is situated at the Corporate Office mentioned above. Shareholders/Investors may contact Smt. Savithri Parekh or Ms. Manisha Shetty at the Corporate Office in Mumbai for any assistance they may need.
The Company has no outstanding GDRs/ADRs/Warrants as on 31st March, 2015.
Employee Stock Options
The information with regard to the Employee Stock Options are set out under Annexure 4 to Directors' Report.