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Directors Report of Honeywell Automation India Ltd.
Mar 31, 2025
The Directors hereby present the 41st Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025.
Key highlights of financial performance of the Company for the Financial Year 2024-25 are provided below:
|
('' in Millions) |
|||
|
Particulars |
Year ended |
Year ended |
Year on Year |
|
March 31, 2025 |
March 31, 2024 |
Change |
|
|
Sales & Other Income |
43,717 |
42,010 |
1,707 |
|
Operating profit |
7,667 |
7,322 |
345 |
|
Less: Interest |
67 |
36 |
31 |
|
Less: Depreciation |
544 |
537 |
7 |
|
Profit before tax for the year |
7,056 |
6,749 |
307 |
|
Less: Income tax and deferred tax expenses |
1,820 |
1,735 |
85 |
|
Profit after tax for the year |
5,236 |
5,014 |
222 |
|
Profit brought forward from the previous year |
34,028 |
29,958 |
4,070 |
|
Profit available for appropriations |
39,264 |
34,972 |
4,292 |
|
Dividend |
884 |
840 |
44 |
|
OCI portion of defined benefit plan settlement |
- |
104 |
-104 |
|
Balance carried forward |
38,380 |
34,028 |
4,352 |
Sales and Other Income registered an increase of 4.1%, Profit before tax is 16.8% of revenue from operations as compared to 16.6% in the previous year. Exports revenue increased over previous year by 7.2%.
The Board, at its meeting held on May 13, 2025, has recommended payment of final dividend at ''105 /- per equity share, i.e. at the rate of 1,050% of the face value of ''10/- each for FY 2024-25. (Previous Year: ''100/- per equity share). The dividend, if approved by the Members at the ensuing Annual General Meeting, will result in a total cash pay-out of ''928 Million. The Company is in compliance with its Dividend Distribution Policy as approved by the Board.
The closing balance of the retained earnings of the Company for FY 2024-25, after all appropriation and adjustments was ''38,380 Million.
Pursuant to Section 134 (3)(j) of the Act, there is no amount to be transferred to reserves during the period under review.
The Management Discussion and Analysis annexed herewith provides full details of operational performance and business analysis of the Company.
The details regarding Industry Outlook are given in the Management Discussion and Analysis, which forms a part of this Annual Report.
Honeywell Accelerator is the Companyâs best-in-class operating system. The content is Honeywell-specific and it offers a framework and toolkit that enables us to get work done faster and smarter, and helps achieving the best business practices as listed below:
⢠Revitalizing our Operating System to drive a sustainable advantage.
⢠Revitalized operating system for how we manage and govern the business.
⢠Includes employee resources like standard tools, processes and playbooks.
⢠Removes barriers to execution and improves speed.
⢠Areas of benefits include innovation and product development, integrated supply chain, customer service and satisfaction, M&A integration, achievement of financial and ESG objectives and talent development.
⢠Accelerator content also enhances digital acumen and career development.
The Company believes in the immense potential of its human capital and acknowledges that employees are the core growth engine for the Company. The Company is committed to creating an inclusive, performance oriented and entrepreneurial culture that allows it to bring the best out of every individual and team. The Company is committed to creating an equal opportunity workplace, which promotes openness and diversity. The Company has a strong employee value proposition that focuses on challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance and community engagement.
The Company deploys a Labour and Employment Relations framework which elicits feedback in our factory and supports action planning to drive engagement at all levels in the organisation.
As on March 31, 2025, the Companyâs employee strength (full-time employees) was 3,140 as compared to 3,096 as on March 31, 2024. Women employees represent 16.8% of the workforce.
As on March 31, 2025, the Board comprises of:
1. Dr. Ganesh Natarajan (DIN: 00176393), Independent Director and Chairman (Non-Executive) - Board
2. Ms. Neera Saggi (DIN: 00501029), Independent Director
3. Mr. Atul Vinayak Pai (DIN: 02704506), Managing Director
4. Mr. Ashish Kumar Modi (DIN: 07680512), Non-Executive Director
5. Mr. Pedro Thena Garrote (DIN: 10741347), Non-Executive Director
6. Mr. Robert David Mailloux (DIN: 10859792), NonExecutive Director.
The following changes have taken place in the composition of the Board and the KMP during the year under review: 1
The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in the SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience and expertise in the fields of industry knowledge, board governance, financials, strategy, leadership and they hold highest standards of integrity.
Details of SMP is provided in the Corporate Governance Report, which forms part of this Annual Report.
During the Financial Year 2024-25, the Board duly met four times on (i) May 15, 2024, (ii) August 5, 2024, (iii) October 29, 2024, and (iv) February 7, 2025. The intervening period between two Board meetings was well within the maximum gap of 120 days as prescribed under the provisions of the Act.
Details of attendance at the Board Meetings is provided in the Corporate Governance Report, which forms part of this Annual Report.
The Board has the following statutory committees as per the requirements of the SEBI Listing Regulations and the Act:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Corporate Social Responsibility Committee
⢠Stakeholdersâ Relationship Committee
⢠Risk Management Committee
Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.
DECLARATiON BY iNDEPENDENT DiRECTORS
The Company has received necessary declarations from the Independent Directors as required under Section 149(7) of the Act, that he/she meets the criteria of Independence laid down under Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations.
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, its committees, as well as the Directors individually
The outcome of the Board evaluation was discussed by the NRC and the Board on February 7, 2025.
Details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Annual Report.
CODE OF CONDUCT COMPLiANCE
The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the Financial Year ended March 31, 2025, is given in Report on Corporate Governance, which forms a part of this Annual Report.
CORPORATE SOCiAL RESPONSiBiLiTY
The Annual Report on CSR activities, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-1 to the Directorsâ Report. A copy of the CSR Policy is available on the Companyâs website at https://www.honeywell.com/in/en/hail#policies.
AUDiTORS
Statutory Audit
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W-100018) were re-appointed as the Statutory Auditors for a period of 5 years at the 36th AGM of the Company to hold office from the conclusion of the 36th AGM up to the conclusion of this 41st AGM of the Company on such remuneration as was approved by the shareholders at the 36th AGM, re-produced below:
|
Particulars |
Proposed per annum1 FY 2020-21 to FY 2024-25 |
|
Statutory Audit Fees and Limited Review Fees |
''36,32,000 |
* Subject to addition or reduction upto 10% with prior approval of Audit Committee and Board.
Further, in addition to the above, the Statutory Auditors are also entitled to fees for others service like Audit of Internal Financial Controls, Tax Audit and Certificates etc. subject to prior approval of Audit Committee and Board.
Deloitte Haskins & Sells LLP will complete their second term as the Statutory Auditors on conclusion of this 41st AGM of the Company.
Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on February 7, 2025 recommended the appointment of Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013), as the Statutory Auditors of the Company for a tenure of 5 consecutive years from the conclusion of the 41st AGM till the conclusion of the 46th AGM to be held in the year 2030, subject to the approval of the shareholders of the Company at the 41st AGM.
Accordingly, an Ordinary Resolution, proposing appointment of Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 41st AGM of the Company. Walker Chandiok & Co LLP have given their written consent and confirmed their eligibility and qualification required under the Act for holding the office as Statutory Auditors of the Company.
Statutory Auditorsâ Report
There are no qualifications, reservations or adverse remarks made by Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W100018), Statutory Auditors, in their report for the Financial Year ended March 31, 2025. The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory.
Pursuant to provisions of Section 143 (12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
Cost Audit
In terms of the provisions of Section 148 and other applicable provisions of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Cost Audit is applicable to the Company for the Financial Year 2024-25.
The Company has maintained the cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Act for the Financial Year ended March 31, 2025. The Cost Auditors have not reported any incident of fraud for the year under review.
The Board at its meeting held on May 13, 2025, based on the recommendation of the Audit Committee, appointed C S Adawadkar & Co., (Firm Registration No. 100401) as the Cost Auditors of the Company for the Financial Year ending March 31, 2026, at a remuneration of ''7,00,000/- plus GST and reimbursement of out-of-pocket expenses. An Ordinary Resolution proposing ratification of Cost Auditorâs remuneration for FY 2025-26 forms part of the Notice of the 41st AGM of the Company.
Secretarial Audit
In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed J B Bhave & Co, Practicing Company Secretaries, as Secretarial Auditors of the Company for the Financial Year 2024-25. The report of the Secretarial Auditors is enclosed as Annexure-2 to the Directorsâ Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Auditors have not reported any incident of fraud for the year under review.
Further, pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 13, 2025, approved and recommended the appointment of J B Bhave & Co, Practicing Company Secretaries, Peer Reviewed Company Secretary (bearing Unique Identification No. S1999MH025400) as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from FY 2025-26 till FY 2029-30, subject to approval of the Members at this 41st AGM of the Company.
Accordingly, an Ordinary Resolution, proposing appointment of J B Bhave & Co, Practicing Company Secretaries, Peer Reviewed Company Secretary (bearing Unique Identification No. S1999MH025400), as the Secretarial Auditors of the Company for a term of five consecutive years, forms part of the Notice of the 41st AGM of the Company. J B Bhave & Co have given their written consent and confirmed their eligibility and qualification required under the Act and the SEBI Listing Regulations for holding the office as Secretarial Auditors of the Company.
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed herewith as Annexure-3 to the Directorsâ Report.
RISK MANAGEMENT
The Company has an Enterprise Risk Management framework administered by the Risk Management Committee to develop, implement and monitor the effectiveness of risk management processes for the Company. The structured framework enables identification, assessment, monitoring and mitigation of strategic, operational, compliance, financial, reputation, technology & data and ESG risks that are key to achieving our business objectives.
To ensure a comprehensive approach, Risks are identified, evaluated and prioritized based on their likelihood of occurrence and severity of business impact.
Major risks identified by the businesses and functions are systematically addressed through mitigation plan and governance and reviewed by the Risk Management Committee and Audit Committee/Board.
WHISTLE BLOWER POLiCY / ViGiL MECHANiSM
In line with requirement under Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a whistle blower/vigil mechanism for its employees and Directors to report their genuine concerns. The details of the same are provided in the Corporate Governance Report.
internal financial CONTROLS
The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.
The Company is a subsidiary of HAIL Mauritius Limited, the ultimate holding Company being Honeywell International Inc. USA. The Company does not have any Joint Venture(s) or Associate Company(ies) or Subsidiary Company(ies).
transfer of amounts to investor
education and protection fund
As required under Section 124 of the Act, the unclaimed dividend lying with the Company for a period of seven years pertaining to the Financial Year 2016-17 amounting to ''2,69,890/- was transferred during the Financial Year 2024-25 to the Investor Education and Protection Fund established by the Central Government.
Members who have not encashed the dividend warrant(s) so far for the period ended March 31, 2018 or any subsequent financial years are requested to make their claim. It shall be noted that once the dividend is transferred to the Investor Education and Protection Fund as above, no claim shall lie with the Company in respect of such amount.
particulars of employees
A statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided as Annexure-6 to the Directorsâ Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid Annexure. The said information will be open for inspection electronically upon request by the Members during the AGM. Any member interested in obtaining such information may write to the Company Secretary at HAIL.InvestorServices@Honeywell.com.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details prescribed in Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure-4 to the Directorsâ Report.
The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.honeywell.com/in/en/hail#policies.
disclosure under the sexual harassment
OF WOMEN AT WORKpLAcE (pREVENTION, prohibition AND REDRESSAL) act, 2013
The Company respects and values diversity reflected in various backgrounds, experiences and ideas and is committed to providing employees with a workplace that is free from discrimination or harassment. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Every employee is required to complete mandatory online training on Prevention of Sexual Harassment at Workplace.
The Company has Internal Complaints Committees established in accordance with the aforesaid Act for addressing sexual harassment incidents.
No complaint on sexual harassment was received by the Company during the Financial Year under review.
particulars of loans, guarantees or
INVESTMENTS
The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Act.
MATERIAL cHANGES AND cOMMITMENTS
affecting the financial position OF THE company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report.
SiGNiFiCANT AND MATERiAL ORDERS
There are no significant and material orders during the Financial Year ended March 31, 2025 passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet in accordance with the Act read with Companies (Acceptance of Deposits) Rules, 2014.
CONSERVATiON OF ENERGY, TECHNOLOGY ABSORPTiON, FOREiGN EXCHANGE
Information required under Section 134 of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in Annexure-5 to the Directorsâ Report.
management discussion & analysis
The Management Discussion and Analysis pursuant to the SEBI Listing Regulations are annexed and form part of the Annual Report.
annual return
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at https://www.honevwell.com/in/en/hail#agm-egm-postal-ballot.
corporate governance report
The Company believes in adopting best practices of corporate governance.
As per Regulation 34 of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from M/s Bokil Punde & Associates, Company Secretaries, on compliance with corporate governance norms under the SEBI Listing Regulations, is provided in Corporate Governance Report which forms part of this Annual Report.
directorsâ responsibility statement
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, Directors make the following statements:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profit for the year April 1, 2024 to March 31, 2025.
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. The Directors have prepared the annual accounts on a going concern basis.
e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
compliance with secretarial standards
The Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.
dividend distribution policy
In compliance with Regulation 43A of the SEBI Listing Regulations, the Company has formulated Dividend Distribution Policy and the same is available on the Companyâs website at https://www.honeywell.com/in/en/hail#policies.
BUSiNESS RESPONSiBiLiTY AND SUSTAiNABiLiTY REPORT
In compliance with the provisions of Regulation 34 (2) (f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms part of this Annual Report.
In terms of the SEBI Listing Regulations, the Company has obtained BRSR Reasonable assessment on BRSR Core Indicators from MMJC Consultancy LLP, Mumbai, which forms part of the Annual Report and is also made available on the website of the Company at https://www.honevwell.com/in/en/hail#agm-egm-postal-ballot.
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
b. Issue of Equity Shares (including Sweat Equity Shares) to employees of the Company under any scheme.
c. The Company has not resorted to any buy back of its equity shares during the year under review.
d. The Company does not have any subsidiaries. Hence, neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission during the year from any of its subsidiaries.
e. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not applicable.
f The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year is not applicable.
g. There has been no change in the nature of business of the Company.
The Board would like to place on record its appreciation and thanks to all its employees for their contribution. The Board wishes to acknowledge the support it has received from its shareholders, investors, customers, vendors, regulatory authorities and bankers.
Act, with effect from the close of business hours of May 15, 2024.
⢠Appointment of Mr. Atul Vinayak Pai (DIN: 02704506), as the Managing Director and Key Managerial Personnel of the Company under the Act for a term of 5 years with effect from May 16, 2024 up to May 15, 2029 (both days inclusive) was approved by the Shareholders at the 40th AGM of the Company held on August 5, 2024.
⢠Appointment of Mr. Thaj Mathew (DIN: 07425690) as an Additional Director (Non-Executive) of the Company with effect from May 16, 2024. His appointment as a Non-Executive Director of the Company was approved by the Shareholders at the 40th AGM of the Company held on August 5, 2024. Mr. Thaj Mathew resigned from the Directorship of the Company with effect from December 20, 2024.
⢠Resignation of Mr. Brian Scott Rudick (DIN: 06759691) Non-Executive Director of the Company from the directorship of the Company with effect from the close of business hours on October 28, 2024.
⢠Appointment of Mr. Pedro Thena Garrote (DIN: 10741347) as an Additional Director (Non-Executive) of the Company with effect from October 29, 2024. His appointment as a Non-Executive Director of the Company was approved by the Shareholders by way of Postal Ballot, results of which were declared on January 20, 2025.
⢠Appointment of Mr. Robert David Mailloux (DIN: 10859792) as an Additional Director (Non-Executive) of the Company with effect from December 20, 2024. His appointment as a Non-Executive Director of the Company was approved by the Shareholders by way of Postal Ballot, results of which were declared on January 20, 2025.
The Board places on record its appreciation of the valuable contribution made by Mr. Ashish Madhukar Gaikwad, Mr. Brian Scott Rudick and Mr. Thaj Mathew during their respective tenure with the Company.
Mr. Atul Vinayak Pai (DIN: 02704506), Managing Director, Mr. Pulkit Goyal, Chief Financial Officer and Ms. Indu Daryani (FCS No. F9059), Company Secretary are the Key Managerial Personnel of the Company, pursuant to the provisions of Section 2(51) and Section 203 the Act, as on the date of this Report.
As per the provisions of the Act, Mr. Atul Vinayak Pai (DIN: 02704506) retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Resignation of Mr. Ashish Madhukar Gaikwad (DIN: 07585079) as the Managing Director as also a Director of the Company and Key Managerial Personnel under the
Mar 31, 2024
The Directors hereby present the 40th Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024.
Financial Performance
Key highlights of financial performance of the Company for the Financial Year 2023-24 are provided below:
|
Particulars |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
Year on Year Change |
|
Sales & Other Income |
42,010 |
35,759 |
6,251 |
|
Operating profit |
7,322 |
6,472 |
850 |
|
Less: Interest |
36 |
40 |
(4) |
|
Less: Depreciation |
537 |
519 |
18 |
|
Profit before tax for the year |
6,749 |
5,913 |
836 |
|
Less: Income tax and deferred tax expenses |
1,735 |
1,533 |
202 |
|
Profit after tax for the year |
5,014 |
4,380 |
634 |
|
Profit brought forward from the previous year |
29,958 |
26,374 |
3,584 |
|
Profit available for appropriations |
34,972 |
30,754 |
4,218 |
|
Dividend |
840 |
796 |
44 |
|
OCI portion of defined benefit plan settlement |
104 |
- |
104 |
|
Balance carried forward |
34 028 |
29 958 |
4070 |
Sales and Other Income registered an increase of 17.5%, Profit before tax is 16.6% of revenue from operations as compared to 17.2% in the previous year. Exports revenue increased over previous year by 14.8%.
DIVIDEND
The Board, at its meeting held on May 15, 2024, has recommended payment of final dividend at ''100/- per equity share of the face value of ''10/- each for FY 2023-24. (Previous Year: ''95/- per equity share). The dividend, if approved by the Members at the ensuing Annual General Meeting, will result in a total cash pay-out of ''884 Million. The Company is in compliance with its Dividend Distribution Policy as approved by the Board.
The closing balance of the retained earnings of the Company for FY 2023-24, after all appropriation and adjustments was ''34,028 Million.
Pursuant to Section 134 (3)(j) of the Act, there is no amount to be transferred to reserves during the period under review.
OPERATIONS
The Management Discussion and Analysis annexed herewith provides full details of operational performance and business analysis of the Company.
INDUSTRY OUTLOOK
The details regarding Industry Outlook are given in the Management Discussion and Analysis which forms a part of this report.
HONEYWELL ACCELERATOR
Honeywell Accelerator is the Companyâs best-in-class operating system. The content is Honeywell-specific and it offers a framework and toolkit that enables us to get work done faster and smarter, and helps achieving the best business practices as listed below:
⢠revitalizing our Operating System to drive a sustainable advantage.
⢠revitalized operating system for how we manage and govern the business.
⢠includes employee resources like standard tools, processes and playbooks.
⢠removes barriers to execution and improves speed.
⢠Areas of benefits include innovation and product development, integrated supply chain, customer service and satisfaction, M&A integration, achievement of financial and ESG objectives and talent development.
⢠Accelerator content also enhances digital acumen and career development.
HUMAN RESOURCES
The Company believes in the immense potential of its human capital and acknowledges that employees are the core growth engine for the Company. The Company is committed to creating an inclusive, performance oriented and entrepreneurial culture that allows it to bring the best out of every individual and team. The Company is committed to creating an equal opportunity workplace, which promotes openness and diversity. The Company has a strong employee value proposition that focuses on challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance and community engagement.
Honeywell Automation India Limited Employeesâ Provident Fund Trust (HAIL PF Trust) received Provisional Order from the Employeesâ Provident Fund Organization (EPFO) for surrender of exemption granted to the Company with effect from February 1, 2024. Pursuant to the said Order, the Trust has settled all the dues with EPFO and consequently, further contributions are made to EPFO. Refer Notes to the Financial Statements for details.
The Company deploys a Labour and Employment Relations framework which elicits feedback in our factory and supports action planning to drive engagement at all levels in the organisation.
As on March 31, 2024, the Companyâs employee strength (full-time employees) was 3,096 as compared to 2,956 as on March 31, 2023. Women employees represent 16.4% of the workforce.
DiRECTORS, KMP AND SMP
As on March 31, 2024, the Board comprises of:
1. Dr. Ganesh Natarajan (DIN: 00176393), Independent Director and Chairman (Non-Executive) - Board
2. Ms. Neera Saggi (DIN: 00501029), Independent Director
3. Mr. Ashish Gaikwad (DIN: 07585079), Managing Director
4. Mr. Ashish Modi (DIN: 07680512), Non-Executive Director
5. Mr. Atul Pai (DIN: 02704506), Non- Executive Director
6. Mr. Brian Scott Rudick (DIN: 06759691), Non-Executive Director.
The following changes have taken place in the composition of Board during the year under review: 1
1, 2023 was approved by the Shareholders by way of Postal Ballot, results of which were declared on May 28, 2023. Ms. Nisha Gupta resigned from the Directorship of the Company with effect from close of business hours of August 9, 2023. The Board places on record its appreciation of the valuable contribution made by Ms. Nisha Gupta during her tenure with the Company.
⢠Mr. Brian Scott Rudick (DIN: 06759691) was appointed as an Additional Director (Non-Executive) of the Company with effect from August 10, 2023. His appointment as a Non-Executive Director of the Company was approved by the Shareholders by way of Postal Ballot, results of which were declared on November 6, 2023.
⢠Ms. Neera Saggi (DIN: 00501029) was reappointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 3 (three) consecutive years on the Board of the Company commencing from February 4, 2024 up to February 3, 2027 (both days inclusive).
No changes have taken place in the composition of KMP of the Company during the year under review. Mr. Ashish Gaikwad (DIN: 07585079), Managing Director, Mr. Pulkit Goyal, Chief Financial Officer and Ms. Indu Daryani, Company Secretary are the Key Managerial Personnel of the Company, pursuant to the provisions of Sections 2(51) and 203 of the Act, as on March 31, 2024.
At the Board Meeting held on May 15, 2024, the Board:
⢠took on record resignation of Mr. Ashish Gaikwad (DIN: 07585079) as the Managing Director as also a Director of the Company and Key Managerial Personnel under the Act, with effect from the close of business hours of May 15, 2024.
⢠approved appointment of Mr. Atul Pai (DIN: 02704506), as the Managing Director and Key Managerial Personnel under the Act for a term of 5 years with effect from May 16, 2024 up to May 15, 2029 (both days inclusive), subject to approval of the Shareholders of the Company at the 40th AGM.
⢠Approved appointment of Mr. Thaj Mathew (DIN: 07425690) as an Additional Director (Non-Executive NonIndependent Director) of the Company with effect from May 16, 2024, to hold office up to the date of the ensuing Annual General Meeting of the Company. His appointment will be subject to approval by the Shareholders of the Company at the 40th AGM.
For SMP details, please refer Corporate Governance Report.
As per the provisions of the Act, Mr. Ashish Modi (DIN: 07680512) retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in the SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience and expertise in the fields of industry knowledge, board governance, financials, strategy, leadership and they hold highest standards of integrity.
BOARD MEETiNGS
During the Financial Year 2023-24, the Board duly met four times on (i) May 17, 2023, (ii) August 10, 2023, (iii) November 6, 2023 and (iv) February 8, 2024. The intervening period between two Board meetings was well within the maximum gap of 120 days as prescribed under the provisions of the Act.
Details of attendance at the Board Meetings is provided in the Corporate Governance Report, which forms part of this Annual Report.
COMMiTTEES OF THE BOARD
The Board has the following statutory committees as per the requirements of the SEBI Listing Regulations and the Act:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholdersâ Relationship Committee
5. Risk Management Committee
Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.
DECLARATiON BY iNDEPENDENT DiRECTORS
The Company has received necessary declarations from the Independent Directors as required under Section 149(7) of the Act, that he/she meets the criteria of Independence laid down under Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations.
BOARD EVALUATiON
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, its committees, as well as the Directors individually.
The outcome of the Board evaluation was discussed by the NRC and the Board on February 8, 2024.
Details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Annual Report.
CODE OF CONDUCT COMPLiANCE
The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the Financial Year ended March 31, 2024 is given in Report on Corporate Governance, which forms a part of this Annual Report.
CORPORATE SOCiAL RESPONSiBiLiTY
The Annual Report on CSR activities, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-1 to the Directorsâ Report. A copy of the CSR Policy is available on the Companyâs website at https://www.honeywell.com/in/en/hail#policies. A copy of the Impact Assessment Report is available on the Companyâs website at https://www.honevwell.eom/in/en/hail#aam-eam-postalballot.
AUDiTORS
Statutory Audit
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W-100018) were re-appointed as the Statutory Auditors for a period of 5 years at the 36th AGM of the Company to hold office from the conclusion of the 36th AGM up to the conclusion of the 41st AGM of the Company on such remuneration as was approved by the shareholders at the 36th AGM, re-produced below:
|
Particulars |
Proposed per annum1 FY 2020-21 to FY 2024-25 |
|
Statutory Audit Fees and Limited Review Fees |
''36,32,000 |
* Subject to addition or reduction upto 10% with prior approval of Audit Committee and Board.
Further, in addition to the above, the Statutory Auditors are also entitled to fees for others service like Audit of Internal Financial Controls, Tax Audit and Certificates etc. subject to prior approval of Audit Committee and Board.
Statutory Auditorsâ Report
There are no qualifications, reservations or adverse remarks made by Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W100018), Statutory Auditors, in their report for the Financial Year ended March 31, 2024. The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory.
Pursuant to provisions of Section 143 (12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
Cost Audit
In terms of the provisions of Section 148 and other applicable provisions of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Cost Audit is applicable to the Company for the Financial Year 2023-24. The Board at its meeting held on May 15, 2024, pursuant to recommendation of the Audit Committee, appointed M/s C S Adawadkar & Co., (Firm Registration No. 100401) as the Cost Auditors for the Financial Year ending March 31, 2025 at a remuneration of ''7,00,000/- plus GST and reimbursement of out-of-pocket expenses. The remuneration is placed before the Annual General Meeting for ratification by the members.
The Company has maintained the cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Act for the Financial Year ended March 31, 2024. The Cost Auditors have not reported any incident of fraud for the year under review.
Secretarial Audit
In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s J B Bhave & Co, Practicing Company Secretaries, as Secretarial Auditors of the Company for the Financial Year 2023-24. The report of the Secretarial Auditors is enclosed as Annexure-2 to the Directorsâ Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Auditors have not reported any incident of fraud for the year under review.
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed herewith as Annexure-3 to the Directorsâ Report.
RISK MANAGEMENT
The Company has an Enterprise Risk Management framework administered by the Risk Management Committee to develop, implement and monitor the effectiveness of risk management processes for the Company. This framework enables identification, assessment, monitoring and mitigation of strategic, operational, compliance, financial, reputation and Cyber & ESG risks that are key to achieving our business objectives. Risks are identified, evaluated and prioritized based on their likelihood of occurrence and severity of business impact.
Major risks identified by the businesses and functions are systematically addressed through mitigation plan and governance and reviewed by the Risk Management Committee and Audit Committee/Board.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In line with requirement under Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a whistle blower/vigil mechanism for its employees and Directors to report their genuine concerns. The details of the same are provided in the Corporate Governance Report.
INTERNAL FINANciAL cONTROLS
The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.
holding company
The Company is a subsidiary of HAIL Mauritius Limited, the ultimate holding Company being Honeywell International Inc. USA. The Company does not have any Joint Venture(s) or Associate Company(ies) or Subsidiary Company(ies).
TRANSFER OF AMOuNTS TO INVESTOR EDucATION AND pROTEcTION FuND
As required under Section 124 of the Act, the unclaimed dividend lying with the Company for a period of seven years pertaining to the Financial Year 2015-16 amounting to INR 2,45,210/- was transferred during the Financial Year 2023-24 to the Investor Education and Protection Fund established by the Central Government.
Members who have not encashed the dividend warrant(s) so far for the period ended March 31, 2017 or any subsequent financial years are requested to make their claim. It shall be noted that once the dividend is transferred to the Investor
Education and Protection Fund as above, no claim shall lie with the Company in respect of such amount.
PARTiCULARS OF EMPLOYEES
A statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure-6 to the Directorsâ Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid Annexure. The said information will be open for inspection electronically upon request by the Members during the AGM. Any member interested in obtaining such information may write to the Company Secretary at HAIL.InvestorServices@Honeywell.com.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details prescribed in Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure-4 to the Directorsâ Report.
The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.honeywell.com/in/en/hail#policies.
DiSCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTiON, PROHiBiTiON And REDRESSAL) Act, 2013
The Company respects and values diversity reflected in various backgrounds, experiences and ideas and is committed to providing employees with a workplace that is free from discrimination or harassment. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Every employee is required to complete mandatory online training on Prevention of Sexual Harassment at Workplace.
The Company has Internal Complaints Committees established in accordance with the aforesaid Act for addressing sexual harassment incidents.
No complaint on sexual harassment was received by the Company during the Financial Year under review.
PARTicuLARS OF LOANS, GuARANTEES OR iNVESTMENTS
The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Act.
MATERiAL cHANGES AND cOMMiTMENTS AFFEcTiNG THE FiNANciAL POSiTiON OF THE cOMPANY
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report.
significant AND material ORDERS
There are no significant and material orders during the Financial Year ended March 31, 2024 passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations.
DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet in accordance with the Act read with Companies (Acceptance of Deposits) Rules, 2014.
conservation of energy, technology
ABSORPTION, FOREIGN ExcHANGE
Information required under Section 134 of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in Annexure-5 to the Directorsâ Report.
MANAGEMENT DIScuSSION & ANALYSIS
The Management Discussion and Analysis pursuant to the SEBI Listing Regulations are annexed and form part of the Annual Report.
annual return
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at https://www.honeywell.com/in/en/hail#agm-egm-postal-ballot.
cORPORATE GOVERNANcE REPORT
The Company believes in adopting best practices of corporate governance.
As per Regulation 34 of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from M/s Bokil Punde & Associates, Company Secretaries, on compliance with corporate governance norms under the SEBI Listing Regulations, is provided in Corporate Governance Report which forms part of this Annual Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, Directors make the following statements:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit for the year April 1, 2023 to March 31, 2024;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.
DIVIDEND DISTRIBUTION POLICY
In compliance with Regulation 43A of the SEBI Listing Regulations, the Company has formulated Dividend Distribution Policy and the same is available on the Companyâs website at https://www.honeywell.com/in/en/hail#policies.
BuSINESS RESPONSIBILITY AND SuSTAINABILITY REPORT
In compliance with the provisions of Regulation 34 (2) (f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms part of this Annual Report.
GENERAL DISCLOSURES
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
2. Issue of Equity Shares (including Sweat Equity Shares) to employees of the Company under any scheme.
3. The Company has not resorted to any buy back of its equity shares during the year under review.
4. The Company does not have any subsidiaries. Hence, neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission during the year from any of its subsidiaries.
5. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
6. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year is not applicable.
7. There has been no change in the nature of business of the Company.
ACKNOWLEDGMENT
The Board would like to place on record its appreciation and thanks to all its employees for their contribution. The Board wishes to acknowledge the support it has received from its shareholders, investors, customers, vendors, regulatory authorities and bankers.
For and on behalf of the Board Dr. ganesh Natarajan
Independent Director and Chairman (Non-Executive) - Board DIN:00176393
Pune, May 15, 2024
Registered Office:
56 & 57, Hadapsar Industrial Estate,
Pune- 411 013, Maharashtra CIN: L29299PN1984PLC017951 Tel: 91 20 7114 8888
Email: HAIL.InvestorServices@Honeywell.com Website: https://www.honeywell.com/in/en/hail
Appointment of Ms. Nisha Gupta (DIN: 02331771) as the Non-Executive Director of the Company w.e.f March
Mar 31, 2023
The Directors hereby present the 39th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2023.
Key highlights of financial performance of the Company for the financial year 2022-23 are provided below:
|
Financial Results |
( '' in lakhs) |
||
|
Particulars |
Year ended | March 31, 2023 | |
year ended March 31, 2022 | |
year on year change |
|
Sales & Other Income |
3,57,584 |
303,066 |
54,518 |
|
Operating profit |
64,711 |
51,557 |
13,154 |
|
Less: Interest |
396 |
549 |
(153) |
|
Less: Depreciation |
5,189 |
5,246 |
(57) |
|
Profit before tax for the year |
59,126 |
45,762 |
13,364 |
|
Less: Income tax and deferred tax expenses |
15,325 |
11,849 |
3,476 |
|
Profit after tax for the year |
43,801 |
33,913 |
9,888 |
|
Profit brought forward from the previous year |
2,63,738 |
237,340 |
26,398 |
|
Profit available for appropriations |
3,07,539 |
271,253 |
36,286 |
|
Dividend |
7,957 |
7,515 |
442 |
|
Balance carried forward |
2,99,582 |
2,63,738 |
35,844 |
Sales and Other Income registered an increase of 18%, Profit before tax is 17.2% of revenue from operations as compared to 15.5% in the previous year. Exports revenue increased over previous year by 28.7%.
Payment of final dividend at ''95/- per equity share of face value of ''10/- each was recommended by the Board at its meeting held on May 17, 2023 (Previous Year: ''90/- per equity share). The dividend, if approved by the Members at the ensuing Annual General Meeting, will result in a total cash pay-out of ''8,399 Lakhs. The Company is in compliance with its Dividend Distribution Policy as approved by the Board.
The closing balance of the retained earnings of the Company for FY 2022-23, after all appropriation and adjustments was ''2,99,582 Lakhs.
Pursuant to Section 134 (3)(j) of the Act, there is no amount to be transferred to reserves during the period under review.
The Management Discussion and Analysis annexed herewith provides full details of operational performance and business analysis of the Company.
industry Outlook
The details regarding Industry Outlook are given in the Management Discussion and Analysis which forms a part of this report.
Honeywell Accelerator
Honeywell Accelerator is the Companyâs best-in-class operating system. The content is Honeywell-specific and it offers a framework and toolkit that enables us to get work done faster and smarter, and helps achieving the best business practices as listed below:
⢠revitalizing our Operating System to drive a sustainable advantage.
⢠revitalized operating system for how we manage and govern the business.
⢠includes employee resources like standard tools, processes and playbooks.
⢠removes barriers to execution and improves speed.
⢠Areas of benefits include innovation and product development, integrated supply chain, customer service and satisfaction, M&A integration, achievement of financial and ESG objectives and talent development.
⢠Accelerator content also enhances digital acumen and career development.
The Company believes in the immense potential of its human capital and acknowledges that employees are the core growth engine for the Company. The Company is committed to creating an inclusive, performance oriented and entrepreneurial culture that allows it to bring the best out of every individual and team. The Company is committed to creating an equal opportunity workplace, which promotes openness and diversity. The Company has a strong employee value proposition that focuses on challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance, and community engagement.
The Company deploys a Labour and Employment Relations framework which elicits feedback in our factory and supports action planning to drive engagement at all levels in the organisation.
As on March 31, 2023, the Companyâs employee strength (full-time employees) was 2,956 as compared to 2,950 as on March 31, 2022. Women employees represent 17.5% of the workforce. The Company is fully compliant with the prevailing law namely Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Directors and Key Managerial Personnel
As on March 31, 2023, the Board comprises of Dr. Ganesh Natarajan, Independent Director and Chairman (Non-Executive) - Board, Ms. Neera Saggi, Independent Director, Mr. Ashish Gaikwad, Managing Director, Mr. Ashish Modi, Non-Executive Director, Mr. Atul Pai, Non- Executive Director and Ms. Nisha Gupta, Non-Executive Director.
The following changes have taken place in the composition of Board during the year under review:
⢠Dr. Akshay Bellare, Non-Executive Director of the Company resigned from the Directorship of the Company with effect from close of business hours of June 14, 2022.
⢠Mr. Rajesh Rege was appointed as an Additional Director (Non-Executive) of the Company with effect from June 15, 2022. His appointment as a Non-Executive Director of the Company was regularised at the Annual General Meeting of the Company held on August 17, 2022. He resigned from the Directorship of the Company with effect from close of business hours of February 28,
2023.
⢠Ms. Nisha Gupta was appointed as an Additional Director (Non-Executive) of the Company with effect from March 1, 2023.
The following changes have taken place in the composition of Key Managerial Personnel during the year under review:
⢠Ms. Farah Irani (ACS No. 21182) resigned from the position of the Company Secretary and the Compliance
Officer of the Company effective end of day September 4, 2022.
⢠Ms. Indu Daryani (FCS No. F9059) was appointed as the Company Secretary and Compliance Officer of the Company with effect from November 21, 2022.
Mr. Ashish Gaikwad, Managing Director, Mr. Pulkit Goyal, Chief Financial Officer and Ms. Indu Daryani, Company Secretary are the Key Managerial Personnel of the Company, pursuant to the provisions of Section 2(51) and Section 203 the Act, as on the date of this Report.
The Board places on record its appreciation of the valuable contribution made by Dr. Akshay Bellare, Mr. Rajesh Rege and Ms. Farah Irani during their respective tenure with the Company.
As per the provisions of the Act, Mr. Ashish Gaikwad (DIN: 07585079) retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in the SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience and expertise in the fields of industry knowledge, board governance, financials, strategy, leadership and they hold highest standards of integrity.
During the financial year under review, the Board duly met four times on May 12, 2022; August 13, 2022; November 8, 2022 and February 8, 2023. The intervening period between two Board meetings was well within the maximum gap of 120 days as prescribed under the provisions of the Act.
Details of attendance at the Board Meetings is provided in the Corporate Governance Report, which forms part of this Annual Report.
The Board has the following committees as per the requirements of the SEBI Listing Regulations and the Act:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholdersâ Relationship Committee
5. Risk Management Committee
Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.
Declaration By independent Directors
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Act, that he/she meets the criteria of Independence laid down under Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations.
Board Evaluation
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the Directors individually.
The outcome of the Board evaluation was discussed by the Nomination and Remuneration Committee at the Board Meeting held on February 8, 2023 and improvement areas were discussed as well as the agreed action plan of previous year was reviewed.
Details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Annual Report.
Code of Conduct Compliance
The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the financial year ended March 31, 2023 is given in Report on Corporate Governance, which forms a part of this Annual Report.
Corporate Social Responsibility
The Annual Report on CSR activities, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-1 of the Directorsâ Report. A copy of the CSR Policy is available on the Companyâs website at https://www.honeywell.com/in/en/hail#policies.
Auditors
⢠Statutory Audit
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Deloitte Haskins &
Sells LLP (Firm Registration No.117366W/W-100018) were re-appointed as the Statutory Auditors for a period of 5 years at the 36th Annual General Meeting of the Company to hold office from the conclusion of the 36th Annual General Meeting (AGM) up to the conclusion of the 41st AGM of the Company on such remuneration as was approved by the shareholders at the 36th AGM which is re-produced below.
|
Particulars |
Proposed per annum* 2020-21 to 2024-25 |
|
Statutory Audit Fees and Limited Review Fees |
''36,32,000 |
|
* Subject to addition or reduction upto 10% with prior approval of Audit Committee and Board. |
|
Further, in addition to the above, the Statutory Auditors are also entitled to fees for others service like Audit of Internal Financial Controls, Tax Audit and Certificates etc. subject to prior approval of Audit Committee and Board.
⢠Statutory Auditorsâ Report
There are no qualifications, reservations or adverse remarks made by Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W100018), Statutory Auditors, in their report for the financial year ended March 31, 2023. The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory.
Pursuant to provisions of Section 143 (12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
In terms of the provisions of Section 148 and other applicable provisions of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Cost Audit is applicable to the Company for the financial year 2022-23. The Board at its meeting held on May 17, 2023, pursuant to recommendation of the Audit Committee, appointed M/s C S Adawadkar & Co., as the Cost Auditors for the financial year ending March 31, 2024 at a remuneration of ''7,00,000/- plus GST and re-imbursement of out-of-pocket expenses. The remuneration is placed before the Annual General Meeting for ratification by the members.
The Company has maintained the cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Act for the financial year ended March 31, 2023.
In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed J B Bhave & Co, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2022-23. The report of the Secretarial Auditors is enclosed as Annexure - 2 of the Directorsâ Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed herewith as Annexure- 3 of the Directorsâ Report.
The Company has an Enterprise Risk Management framework administered by the Risk Management Committee to develop, implement and monitor the effectiveness of risk management processes for the Company. This framework enables identification, assessment, monitoring and mitigation of strategic, operational, compliance, financial, reputation and Cyber risks that are key to achieving our business objectives.
Risks are identified, evaluated and prioritized based on their likelihood of occurrence and severity of business impact. Major risks identified by the businesses and functions are systematically addressed through mitigation plan and governance and reviewed by the Risk Management Committee and Audit Committee/Board.
Whistle Blower Policy / Vigil Mechanism
In line with requirement under Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a whistle blower/vigil mechanism for its employees and Directors to report their genuine concerns. The details of the same are provided in the Corporate Governance Report.
The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.
During the financial year under review, the Company is a subsidiary of HAIL Mauritius Limited, the ultimate holding Company being Honeywell International Inc. USA. The Company does not have any Joint Venture(s) or Associate Company(ies) or Subsidiary Company(ies).
Transfer of amounts to investor Education and Protection Fund
As required under Section 124 of the Act, the unclaimed dividend lying with the Company for a period of seven years pertaining to the financial year 2014-15 amounting to ''2,91,425/- was transferred during the financial year 202223 to Investor Education and Protection Fund established by the Central Government.
Members who have not encashed the dividend warrant(s) so far for the period ended March 31, 2016 or any subsequent financial years are requested to make their claim. It shall be noted that once the dividend is transferred to the Investor Education and Protection Fund as above, no claim shall lie with the Company in respect of such amount.
A statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure 6 of the Directorsâ Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information will be open for inspection electronically upon request by the Members during the AGM. Any member interested in obtaining such information may write to the Company Secretary at HAIL.InvestorServices@Honeywell.com.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details prescribed in Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed Annexure 4 to the Directorsâ Report.
The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.honevwell.com/in/en/hail#policies.
Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company respects and values diversity reflected in various backgrounds, experiences and ideas and is committed to providing employees with a workplace that is free from discrimination or harassment. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Every employee is required to complete mandatory online training on Prevention of Sexual Harassment at Workplace.
The Company has Internal Complaints Committees established in accordance with the aforesaid Act for addressing sexual harassment incidents.
No complaint on sexual harassment was received by the Company during the financial year under review.
Particulars of Loans, Guarantees or investments
The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Act.
Material changes and commitments affecting the financial position of the company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
Significant and Material Orders
There are no significant and material orders during the financial year ended March 31, 2023 passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet in accordance with the Act read with Companies (Acceptance of Deposits) Rules, 2014.
Conservation of Energy, Technology Absorption, Foreign exchange
Information required under Section 134 of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in Annexure 5 of the Directorsâ Report.
Management Discussion & Analysis
The Management Discussion and Analysis pursuant to the SEBI Listing Regulations are annexed and form part of the Annual Report.
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies Management and Administration) Rules, 2014, the annual return is available on the website of the Company at
https://www. honevwell.com/in/en/hail#agm-egm-postal-ballot.
The Company has a compliance management tool to review and monitor compliances with laws applicable to the respective function. Additionally, the Company has a practice of obtaining quarterly compliance certificates from various functional heads for compliance with laws applicable to the respective function. A consolidated report on compliance with applicable laws is presented to the Board every quarter for review. To take care of the continuously evolving compliance scenario, the Company is constantly striving to strengthen the compliance reporting framework.
The Company believes in adopting best practices of corporate governance.
As per Regulation 34 of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from M/s Bokil Punde & Associates, Company Secretaries, on compliance with corporate governance norms under the SEBI Listing Regulations, is provided in Corporate Governance Report which forms part of this Annual Report.
Directorsâ Responsibility Statement
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, Directors make the following statements:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit for the year April 1, 2022 to March 31, 2023;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Compliance with Secretarial Standards
Your Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.
In compliance with Regulation 43A of the SEBI Listing Regulations, the Company has formulated Dividend Distribution Policy and the same is available on the Companyâs website at
https://www.honeywell.com/in/en/hail#policies.
Business Responsibility and Sustainability Report
Regulation 34 (2) (f) of the SEBI Listing Regulations mandates inclusion of the Business Responsibility and Sustainability Report (BRSR) as a part of the annual report for Top 1000 listed entities based on market capitalisation. In compliance with the aforesaid Regulation, BRSR forms part of this Annual Report.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
2. Issue of Equity Shares (including Sweat Equity Shares) to employees of the Company, under any scheme.
3. The Company has not resorted to any buy back of its Equity Shares during the year under review.
4. The Company does not have any subsidiaries. Hence, neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission during the year, from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs operations in future.
6. No fraud has been reported by the Statutory Auditors under sub-section (12) of Section 143 of the Act.
7. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
8. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.
The Board would like to place on record its appreciation and thanks to all its employees for their contribution. The Board wishes to acknowledge the support it has received from its shareholders, investors, customers, vendors, regulatory authorities and bankers.
For and on behalf of the BoardDr. Ganesh Natarajan
Independent Director and Chairman (Non-Executive) - Board
Pune, May 17, 2023
56 & 57, Hadapsar Industrial Estate,
Pune- 411 013, Maharashtra CIN:L29299PN1984PLC017951 Tel: 91 20 7114 8888
Email: HAIL.InvestorServices@Honeywell.com Website: https://www.honevwell.com/in/en/hail
Mar 31, 2022
The Directors present the THIRTY EIGHT ANNUAL REPORT with the audited financial statements of the Company for the financial year ended March 31,2022.
Key highlights of financial performance of your Company for the financial year 2021-22 are provided below:
1. FINANCIAL RESULTS:
|
(Rupees in lakhs) |
|||
|
Particulars |
Year ended March 31,2022 |
Year ended March 31,2021 |
Year on Year Change |
|
Sales & Other Income |
303,066 |
312,675 |
(9,609) |
|
Operating profit |
51,557 |
67,289 |
(15,732) |
|
Less: Interest |
549 |
621 |
(72) |
|
Less: Depreciation |
5,246 |
4,866 |
380 |
|
Profit before tax for the year |
45,762 |
61,802 |
(16,040) |
|
Less: Income tax and deferred tax expenses |
11,849 |
15,798 |
(3,949) |
|
Profit after tax for the year |
33,913 |
46,004 |
(12,091) |
|
Profit brought forward from the previous year |
237,340 |
197,967 |
39,373 |
|
Profit available for appropriations |
271,253 |
243,971 |
27,282 |
Revenue from operations registered a decline of 3.1%, Profit before tax is 15.5% of revenue from operations as compared to 20.3% in previous year. Exports revenue decreased over previous year by 19.6%.
Payment of final dividend @INR 90/- per equity share of face value of INR 10/- each was recommended by the Board of Directors at their meeting held on May 12, 2022 (Previous Year: INR 85/- per equity share). The dividend, if approved by the Members at the ensuing Annual General Meeting, will result in a total cash pay-out of NR 7,957 Lakhs. Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.
The closing balance of the retained earnings of the Company for FY 2021-22, after all appropriation and adjustments was INR 263,738 Lakhs.
Pursuant to Section 134 (3)(j), there is no amount to be transferred to reserve during the period under review.
The Management Discussion and Analysis Report annexed herewith provides full details of operational performance and business analysis of the Company.
The details regarding Industry Outlook are given in the Management Discussion and Analysis Report which forms a part of this report.
5. HONEYWELL OPERATING SYSTEM (HOS):
Your Company continues to be focused on Honeywell Operating System (HOS) which encompasses end-to-end business system institutionalisation to enable and sustain exceptional growth along with productivity improvements through Total Customer Experience, New Product Introduction, Order to Cash and Integrated Business Planning. The foundation of HOS is Lean/Six Sigma, Order to Cash, Velocity Product Development, Agile CMMI, Honeywell User Experience, Commercial Excellence and Working Capital.
The Pune Fulgaon Factory and Global Services are at Silver level. Your Company is aspiring for higher level of HOS maturity allowing them to be competitive by improving Total Customer Experience through demonstrating agility of a small company and benefits of the scale of larger organisation, excellence in Key Business Processes, Functional Transformation and Foundational initiatives.
Honeywell believes in the immense potential of its human capital and acknowledges that our employees are the core growth engine for the Company. Your Company is committed to creating an inclusive, performance oriented and entrepreneurial culture that allows us to bring the best out of every individual and team. Honeywell is committed to creating an equal opportunity workplace, which promotes openness and diversity. Your Company has a strong employee value proposition that focuses on challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance, and community engagement.
Your Company deploys a Labour and Employment Relations framework which elicits feedback in our factory and supports action planning to drive engagement at all levels in the organisation.
As on March 31, 2022, the Companyâs employee strength was 2,950 as compared to 3,175 (full-time employees) as on March 31, 2021. Women employees represent 16.9% of our workforce. The Company is fully compliant with the prevailing law namely Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2022, the Board of Directors comprises of Dr. Ganesh Natarajan, Chairman, Independent (Non-Executive Director), Ms. Neera Saggi, Independent (Non-Executive Director), Mr. Ashish Gaikwad, Managing Director (Executive Director), Dr. Akshay Bellare, Non-Independent (Non-Executive Director), Mr. Ashish Modi, Non-Independent (Non-Executive Director) and Mr. Atul Pai, Non-Independent (NonExecutive Director).
There was no change in the Composition of the Board during the period under review. The following change have taken place in the composition of Key Managerial Personnel:
At the Board Meeting held on February 11, 2022, the Board of Directors took note of the resignation of Mr. Amit Kumar Tantia, Chief Financial Officer of the Company with effect from close of business hours of February 11, 2022 since he has moved to a new role within Honeywell Group Company and appointed Mr. Pulkit Goyal as Chief Financial Officer (KMP) of the Company with effect from February 12, 2022.
The Board places on record its appreciation of the valuable contribution made by Mr. Amit Kumar Tantia during his tenure as a Key Managerial Personnel.
As per the provisions of the Companies Act, 2013, Mr. Atul Pai (DIN: 02704506)) retires by rotation at the forthcoming AGM, and, being eligible, offers himself for re-appointment. The Board recommends
his re-appointment.
Mr. Ashish Gaikwad, Managing Director, Mr. Pulkit Goyal, Chief Financial Officer and Ms. Farah Irani, Company Secretary are the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of Companies Act, 2013, as on the date of this Report.
The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience and expertise in the fields of industry knowledge, board governance, financials, strategy, leadership and they hold highest standards of integrity.
During the financial year under review, the Board of Directors of your Company duly met four times on May 31,2021; August 5, 2021; November 13, 2021 and February 11,2022. The intervening period between two Board meetings was well within the maximum gap of 120 days as prescribed under the provisions of the Companies Act, 2013.
Details of attendance at the Board Meetings is provided in the Corporate Governance Report, which forms part of this Annual Report.
The Companyâs Board has the following committees as per the requirements of the Listing Regulations and Companies Act, 2013:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholdersâ Relationship Committee
5. Risk Management Committee
Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.
10. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in and Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the Directors individually.
The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee at the Board Meeting held on February 11, 2022 and improvement areas were discussed as well as the agreed action plan of previous year was reviewed.
Details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Annual Report.
12. CODE OF CONDUCT COMPLIANCE:
The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the financial year ended March 31, 2022 is given in Report on Corporate Governance, which forms a part of this Annual Report.
13. CORPORATE SOCIAL RESPONSIBILITY:
Your Company remains committed to making the world a better place and expanding community outreach. As part of its initiatives under Corporate Social Responsibility (CSR), the Company, in partnership with leading non-profit institutions, has developed effective programmes to address the needs in the communities it serves. The Annual Report on CSR activities, in accordance with Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, is annexed herewith as âAnnexure - 1â and a copy of the CSR Policy is also available on the Companyâs website at https://www.honeywell.com/content/dam/honeywellbt/en/documents/downloads/india-hail/policies/corporate-social-responsibility-policy.pdf
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W-100018) were re-appointed as the Statutory Auditors for a period of 5 years at the 36th Annual General Meeting of the Company to hold office from the conclusion of the 36th Annual General Meeting (AGM) up to the conclusion of the 41st AGM of the Company and on such remuneration as approved by the shareholders at 36th AGM which is re-produced below.
The remuneration payable to the Statutory Auditor for the aforesaid term on an annual basis is as under:
|
Particulars |
Proposed per annum1 2020-21 to 2025-26 |
|
Statutory Audit Fees and Limited Review Fees |
INR 36,32,000 |
In terms of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit was applicable to your Company for the financial year 2021-22. The Cost Audit Report for the financial year ended March 31, 2022 is due to be filed on September 27, 2022. The Cost Audit Report for the financial year ended March 31, 2021 was filed on August 30, 2021.
In terms of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Cost Audit is applicable to your Company for the financial year 2022-23. The Board of Directors at its meeting held on May 12, 2022 pursuant to recommendation of the Audit Committee, appointed C S Adawadkar & Co., as the Cost Auditor for the financial year ending March 31, 2023 at a remuneration of INR 7,00,000/- plus GST and re-imbursement of out-of-pocket expenses. The remuneration is placed before the Annual General Meeting for ratification of the members.
The Company has maintained the cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the financial year ended March 31,2022.
In terms of the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed J B Bhave & Co, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2021-22. The report of the Secretarial Auditors is enclosed as âAnnexure - 2â to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
15. RELATED PARTY TRANSACTIONS:
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, read with 8(2) of Companies (Accounts) Rules, 2014 are enclosed herewith as âAnnexure- 3â.
Your Company has an Enterprise Risk Management framework, administered by the Risk Management Committee, to develop, implement and monitor the effectiveness of risk management processes for the Company. This framework enables identification, assessment, monitoring and mitigation of strategic, operational, compliance and financial risks that are key to achieving our business objectives. Risks are identified, evaluated and prioritised based on their likelihood of occurrence and severity of business impact. Major risks identified by the businesses and functions are systematically addressed through mitigation plan and governance and reviewed by the Risk Management Committee and Audit Committee/Board.
17. COMPANY POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company policy on Directorsâ appointment and remuneration and other matters as provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at https://www.honeywell.com/in/en/hail
18. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
In line with requirement under Section 177(9) and (10) and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has established a whistle blower/vigil mechanism for its employees and Directors to report their genuine concerns. The details of the same are explained in the Corporate Governance Report.
19. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
During the financial year under review, the Company is a subsidiary of HAIL Mauritius Limited, the ultimate holding Company being Honeywell International Inc. USA. The Company does not have any Joint Venture(s) or Associate Company(s) or Subsidiary Company(s).
21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As required under Section 124 of the Companies Act, 2013, the unclaimed dividend lying with the Company for a period of seven years pertaining to the financial year ended December 31, 2013, amounting to INR 2,53,910/- was transferred during the financial year 2021-22, to Investor Education and Protection Fund established by the Central Government.
Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017, for the dividend declared for the period ended March 31, 2015, the Company has dispatched the communication individually to the concerned shareholders whose equity share(s) were liable to be transferred to IEPF under the rules for taking appropriate action(s).
Members who have not encashed the dividend warrant(s) so far for the period ended
March 31, 2015 or any subsequent financial years are requested to make their claim by emailing the signed documents at csg-unit@tcplindia.co.in and courier/post the original signed documents at the Company(s) Registered office or to the Office of the Registrar and Transfer Agents: TSR Consultants Pvt. Ltd. (previously TSR Darashaw Consultants Pvt. Ltd). It shall be noted that once the dividend is transferred to the Investor Education and Protection Fund as above, no claim shall lie with the Company in respect of such amount.
A statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in âAnnexure 6â forming part of this Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details prescribed in Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached to this Report as âAnnexure 4â - Statement of Disclosure of Remuneration.
The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.honeyweN.com/content/dam/honeyweHbt/en/documents/downloads/india-hail/policies/nomination-and-remuneration-policy.pdf
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company respects and values diversity reflected in various backgrounds, experiences, and ideas and is committed to providing employees with a workplace that is free from discrimination or harassment. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Every employee is required to complete mandatory online training on Prevention of Sexual Harassment at Workplace.
The Company has Internal Complaints Committees (IC) established in accordance with the aforesaid Act for addressing sexual harassment incidents.
No complaint on sexual harassment was received by the Company during the financial year under review.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Companies Act, 2013.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
26. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders during the financial year ended March 31, 2022 passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet in accordance with the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and amendments thereto.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE:
Information required under Section 134 of the Act read with Rule 8 (3) of the Companies (Accounts) Rules,
2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in âAnnexure 5â.
29. MANAGEMENT DISCUSSION & ANALYSIS / CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis Report and Corporate Governance Report pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed and form part of the Annual Report.
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies Management and Administration) Rules, 2014, the annual return is available on the website of the Company at https://www.honeyweN.com/content/dam/honeyweNbt/en/documents/downloads/india-hail/financials/annual-reports/draft-annual-return-2021-22.pdf
31. LEGAL COMPLIANCE REPORTING:
The Head-Legal, the Company Secretary, and Chief Financial Officer of the Company monitor the legal compliance reporting process and advise the Company on compliance issues with respect to the laws of various jurisdictions in which the Company has its business activities.
The Company has a compliance management tool to review and monitor compliances with laws applicable to the respective function. Additionally, the Company has a practice of obtaining quarterly compliance certificates from various functional heads for compliance with laws applicable to the respective function. A consolidated report on compliance with applicable laws is presented to the Board every quarter for review. To take care of the continuously evolving compliance scenario, the Company is constantly striving to strengthen the compliance reporting framework.
32. CORPORATE GOVERNANCE REPORT:
Your Company believes in adopting best practices of corporate governance.
As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Bokil Punde & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided in Corporate Governance Report which forms a part of this Annual Report.
33. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your Directors make the following statements:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2022 and of the profit for the year April 1,2021 to March 31,2022;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.
35. DIVIDEND DISTRIBUTION POLICY:
The SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 read with Notification dated July 8, 2016 mandate formulation of a dividend distribution policy by Top 500 listed entities based on market capitalisation. In compliance with the Regulation, the Company has formulated a dividend distribution policy prescribing the parameters for the dividend distribution. The policy is also available on the Companyâs website at https://www.honeywell.com/content/dam/honeywellbt/en/documents/downloads/india-hail/policies/dividend-distribution-policy.pdf
36. BUSINESS RESPONSIBILITY REPORT:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as a part of the annual report for Top 500 listed entities based on market capitalisation. In compliance with the Regulation, the BRR forms part of this Annual Report.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.
3. Your Company has not resorted to any buy back of its Equity Shares during the year under review.
4. Your Company does not have any subsidiaries. Hence, neither the Managing Director nor the Wholetime Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companyâs operations in future.
6. No fraud has been reported by auditors under sub-section (12) of section 143.
7. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable
8. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable
The Board of Directors would like to place on record its appreciation and thanks to all its employees for their contribution. The Board wishes to acknowledge the support it has received from its shareholders, investors, customers, vendors, regulatory authorities and bankers.
For and on behalf of Board of Directors of Honeywell Automation India LimitedDr. Ganesh Natarajan
Chairman
Pune, May 12, 2022
Subject to addition or reduction upto 10% with prior approval of Audit Committee and Board.
Further, in addition to the above, the Statutory Auditors are also entitled to fees for others service like Audit of Internal Financial Controls, Tax Audit and Certificates etc. subject to prior approval of Audit Committee and Board.
Statutory Auditorsâ Report:
There are no qualifications, reservations or adverse remarks made by Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W-100018), Statutory Auditors, in their report for the financial year ended March 31, 2022. The Notes on financial statements referred to in the Auditorsâ Report are selfexplanatory.
Pursuant to provisions of section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
Mar 31, 2021
The Directors present the THIRTY SEVENTH ANNUAL REPORT with the audited financial statements of the Company for the financial year ended March 31, 2021.
Key highlights of financial performance of your Company for the financial year 2020-21 are provided below:
1. FINANCIAL RESULTS:
|
(INR in lakhs) |
|||
|
Particulars |
Year ended March 31,2021 |
Year ended March 31,2020 |
Year on Year Change |
|
Sales & Other Income |
312,675 |
338,766 |
(26,091) |
|
Operating profit |
67,289 |
73,477 |
(6,188) |
|
Less: Interest |
621 |
687 |
(66) |
|
Less: Depreciation |
4,866 |
4,135 |
731 |
|
Profit before tax for the year |
61,802 |
68,655 |
(6,853) |
|
Less: Income tax and deferred tax expenses |
15,798 |
19,507 |
(3,709) |
|
Profit after tax for the year |
46,004 |
49,148 |
(3,144) |
|
Profit brought forward from the previous year |
197,967 |
153,616 |
44,351 |
|
Profit available for appropriations |
243,971 |
202,764 |
41,207 |
Revenue from operations registered a decline of 7.5%, Profit before tax is 20.3% of revenue from operations as compared to 20.9% in previous year. Exports revenue decreased over previous year by 4%.
Payment of final dividend @ INR 85/- per equity share of face value of INR 10/- each was recommended by the Board of Directors at their meeting held on May 31,2021 (Previous Year: INR 75/- per equity share). The dividend, if approved by the Members at the ensuing Annual General Meeting, will result in a total cash pay-out of NR 7,514 lakhs. Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.
The closing balance of the retained earnings of the Company for FY 2020-21, after all appropriation and adjustments was INR 237,340 Lakhs.
Pursuant to Section 134 (3)(j), there is no amount to be transferred to reserve during the period under review.
The Management Discussion and Analysis Report annexed herewith provides full details of operational performance and business analysis of the Company.
The details regarding Industry Outlook are given in the Management Discussion and Analysis Report which forms a part of this report.
5. HONEYWELL OPERATING SYSTEM (HOS):
Your Company continues to be focused on Honeywell Operating System (HOS) which encompasses end-to-end business system institutionalisation to enable and sustain exceptional growth along with productivity improvements through Total Customer Experience, New Product Introduction, Order to Cash and Integrated Business Planning. The foundation of HOS is Lean/Six Sigma, Order to Cash, Velocity Product Development, Agile CMMI, Honeywell User Experience, Commercial Excellence and Working Capital.
The Pune Fulgaon Factory and Global Services are at Silver level. Your Company is aspiring for higher level of HOS maturity allowing them to be competitive by improving Total Customer Experience through demonstrating agility of a small company and benefits of the scale of larger organisation, excellence in Key Business Processes, Functional Transformation and Foundational initiatives.
Honeywell believes in the immense potential of its human capital and acknowledges that our employees are the core growth engine for the Company. Your Company is committed to creating an inclusive, performance oriented and entrepreneurial culture that allows us to bring the best out of every individual and team. Honeywell is committed to creating an equal opportunity workplace, which promotes openness and diversity. Your Company has a strong employee value proposition that focuses on challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance, and community engagement.
Your Company deploys a Labour and Employment Relations framework which elicits feedback in our factory and supports action planning to drive engagement at all levels in the organisation.
As on March 31, 2021, the Companyâs employee strength was 3175 as compared to 3310 (full-time employees) as on March 31,2020. Women employees represent 17.9% of our workforce. The Company is fully compliant with the prevailing law namely Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period under review and till date of this Report, the following changes have taken place in the composition of the Board of Directors:
1. Expiration of tenure of Mr. Suresh Senapaty (DIN: 00018711) as an Independent Director and Chairman effective close of business hours on March 7, 2021 (from March 8, 2016 to March 7, 2021).
2. Appointment of Dr. Ganesh Natarajan (DIN: 00176393) as an Independent (Non-Executive) Director for a term of 5 (five) years with effect from March 8, 2021 to March 7, 2026. The said appointment is subject to approval of the shareholders at the 37th Annual General Meeting (AGM) of the Company. Further, appointment of Dr. Ganesh Natarajan as a Chairman of the Board of Directors of the Company effective March 8, 2021.
3. Resignation of Ms. Nisha Gupta (DIN: 02331771) as a Director with effect from close of business hours on May 12, 2020 due to other professional commitments and appointment of Mr. Davies Walker (DIN: 08737978) (Additional Director) with effect from May 13, 2020. Further, Mr. Davies Walker, who was appointed as a Director at the 36th Annual General Meeting held on August 18, 2020 resigned as a Director with effect from end of day November 8, 2020 due to other professional commitments.
4. Appointment of Mr. Atul Pai (DIN: 02704506) as an Additional Director (Non-Executive Director) of the Company with effect from November 9, 2020. The said appointment as a Director is subject to approval of the shareholders at the 37th Annual General Meeting of the Company.
The Board places on record its appreciation of the valuable contribution made by Mr. Suresh Senapaty, Ms. Nisha Gupta and Mr. Davies Walker during their tenure as a Directors on the Board.
As per the provisions of the Companies Act, 2013, Mr. Ashish Modi (DIN: 07680512) retires by rotation at the forthcoming AGM, and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Mr. Ashish Gaikwad, Managing Director, Mr. Amit Tantia, Chief Financial Officer and Ms. Farah Irani, Company Secretary are the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of Companies Act, 2013, as on the date of this Report.
During the financial year under review, the Board of Directors of your Company duly met six times on May 22, 2020; August 6, 2020; November 9, 2020; February 4, 2021, February 5, 2021 and March 4, 2021. The intervening period between two Board meetings was well within the maximum gap of 120 days as prescribed under the provisions of the Companies Act, 2013.
Details of attendance at the Board Meetings is provided in the Corporate Governance Report, which forms part of this Annual Report.
The Companyâs Board has the following committees as per the requirements of the Listing Regulations and Companies Act, 2013:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholdersâ Relationship Committee
5. Risk Management Committee
Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.
10. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in and Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the Directors individually.
The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee at the Board Meeting held on February 4, 2021 and improvement areas were discussed as well as reviewed the agreed action plan of previous year.
Details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Annual Report.
12. CODE OF CONDUCT COMPLIANCE:
The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the financial year ended March 31, 2021 is given in Report on Corporate Governance, which forms a part of this Annual Report.
13. CORPORATE SOCIAL RESPONSIBILITY:
Your Company remains committed to making the world a better place and expanding community outreach. As part of its initiatives under Corporate Social Responsibility (CSR), the Company, in partnership with leading non-profit institutions, has developed effective programmes to address the needs in the communities it serves. The Annual Report on CSR activities, in accordance with Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, is annexed herewith as âAnnexure - 1â and a copy of the CSR Policy is also available on the Companyâs website at the following link: https://www.honeywell.com/content/dam/honeywellbt/en/documents/downloads/india-hail/policies/corporate-social-responsibility-policy.pdf
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W-100018) were re-appointed as the Statutory Auditors for a period of 5 years at the 36th Annual General Meeting of the Company to hold office from the conclusion of the 36th Annual General Meeting (AGM) up to the conclusion of the 41st AGM of the Company and on such remuneration as approved by the shareholders at 36th AGM which is re-produced below.
The remuneration payable to the Statutory Auditor for the aforesaid term on an annual basis is as under:
|
Particulars |
Proposed per annum1 2020-21 to 2025-26 |
|
Statutory Audit Fees and Limited Review Fees |
INR 36,32,000 |
In terms of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit was applicable to your Company for the financial year 2020-21. The Cost Audit Report for the financial year ended March 31, 2021 is due to be filed on September 27, 2021.
In terms of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Cost Audit is applicable to your Company for the financial year 2021-22. The Board of Directors at its meeting held on May 31,2021 pursuant to recommendation of the Audit Committee, appointed C S Adawadkar & Co., as the Cost Auditor for the financial year ending March 31, 2022 at a remuneration of INR 7,00,000/- plus GST and re-imbursement of out-of-pocket expenses. The remuneration is placed before the Annual General Meeting for ratification of the members.
The Company has maintained the cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the financial year ended March 31,2021.
In terms of the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed J B Bhave & Co, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2020-21. The report of the Secretarial Auditors is enclosed as âAnnexure - 2â to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
15. RELATED PARTY TRANSACTIONS:
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, read with 8(2) of Companies (Accounts) Rules, 2014 are enclosed herewith as âAnnexure - 3â.
Party%20Transactions%20Policy%202019.pdf
Your Company has an Enterprise Risk Management framework, administered by the Risk Management Committee, to develop, implement and monitor the effectiveness of risk management processes for the Company. This framework enables identification, assessment, monitoring and mitigation of strategic, operational, compliance and financial risks that are key to achieving our business objectives. Risks are identified, evaluated and prioritised based on their likelihood of occurrence and severity of business impact. Major risks identified by the businesses and functions are systematically addressed through mitigation plan and governance and reviewed by the Risk Management Committee and Audit Committee/Board.
17. COMPANY POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company policy on Directorsâ appointment and remuneration and other matters as provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company https://www.honeywell.com/in/en/hail
18. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
In line with requirement under Section 177(9) and (10) and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has established a whistle blower/vigil mechanism for its employees and Directors to report their genuine concerns. The details of the same are explained in the Corporate Governance Report.
19. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
During the financial year under review, the Company is a subsidiary of HAIL Mauritius Limited, the ultimate holding Company being Honeywell International Inc. USA. The Company does not have any Joint Venture(s) or Associate Company(s) or Subsidiary Company(s).
21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As required under Section 124 of the Companies Act, 2013, the unclaimed dividend lying with the Company for a period of seven years pertaining to the financial year ended December 31, 2012, amounting to INR 242,980/-was transferred during the financial year 2020-21, to Investor Education and Protection Fund established by the Central Government.
Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017, for the dividend declared for the financial year ended December 31, 2013, there were no shareholders whose equity share(s) were liable to be transferred to IEPF under the rules for taking appropriate action(s).
Members who have not encashed the dividend warrant(s) so far for the financial year ending December 31,2013 or any subsequent years are requested to make their claim by emailing the signed documents at csg-unit@tcplindia.co.in and courier/post the original signed documents at the Company(s) Registered office or to the Office of the Registrar and Transfer Agents: TSR Darashaw Consultants Pvt. Ltd. (previously TSR Darashaw Ltd.). It shall be noted that once the dividend is transferred to the Investor Education and Protection Fund as above, no claim shall lie with the Company in respect of such amount.
A statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in âAnnexure 6â forming part of this Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details prescribed in Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are attached to this Report as âAnnexure 4â - Statement of Disclosure of Remuneration.
The Nomination and Remuneration Policy of the Company is available on the website of the Company at the weblink https://www.honeywell.com/content/dam/honeywellbt/en/documents/downloads/india-hail/policies/ Nomination-and-Remuneration-Policy.pdf
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company respects and values diversity reflected in various backgrounds, experiences, and ideas and is committed to providing employees with a workplace that is free from discrimination or harassment. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Every employee is required to complete mandatory online training on Prevention of Sexual Harassment at Workplace.
The Company has Internal Complaints Committees (IC) established in accordance with the aforesaid Act for addressing sexual harassment incidents.
No complaint on sexual harassment was received by the Company during the financial year under review.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Companies Act, 2013.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
26. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders during the financial year ended March 31, 2021 passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet in accordance with the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and amendments thereto.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE:
Information required under Section 134 of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in âAnnexure 5â.
29. MANAGEMENT DISCUSSION & ANALYSIS / CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis Report and Corporate Governance Report pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed and form part of the Annual Report.
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies Management and Administration) Rules, 2014, the annual return is available on the website of the Company at the weblink: https://www.honeywell.com/content/dam/honeywellbt/en/documents/downloads/india-hail/financials/annual-reports/Annual-Return-2020-21.pdf
31. LEGAL COMPLIANCE REPORTING:
The Head - Legal, the Company Secretary, and Chief Financial Officer of the Company monitor the legal compliance reporting process and advise the Company on compliance issues with respect to the laws of various jurisdictions in which the Company has its business activities.
The Company has a compliance management tool to review and monitor compliances with laws applicable to the respective function. Additionally, the Company has a practice of obtaining quarterly compliance certificates from various functional heads for compliance with laws applicable to the respective function. A consolidated report on compliance with applicable laws is presented to the Board every quarter for review. To take care of the continuously evolving compliance scenario, the Company is constantly striving to strengthen the compliance reporting framework.
32. CORPORATE GOVERNANCE REPORT:
Your Company believes in adopting best practices of corporate governance.
As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Bokil Punde & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided in Corporate Governance Report which forms a part of this Annual Report.
33. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your Directors make the following statements:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2021 and of the profit for the year April 1,2020 to March 31,2021;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.
35. DIVIDEND DISTRIBUTION POLICY:
The SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 read with Notification dated July 8, 2016 mandate formulation of a dividend distribution policy by Top 500 listed entities based on market capitalisation. In compliance with the Regulation, the Company has formulated a dividend distribution policy prescribing the parameters for the dividend distribution. The policy is also available on the Companyâs website at the following link: https://www.honeywell.com/content/dam/honeywellbt/en/documents/downloads/ india-hail/policies/dividend-distribution-policy.pdf
36. BUSINESS RESPONSIBILITY REPORT:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as a part of the annual report for Top 500 listed entities based on market capitalisation. In compliance with the Regulation, the BRR forms part of this Annual Report.
The Board of Directors would like to place on record its appreciation and thanks to all its employees for their contribution. The Board also places on record its appreciation of the valuable contributions made by Mr. Suresh Senapaty, Ms. Nisha Gupta and Mr. Davies Walker during their tenure as Directors. The Board wishes to acknowledge the support it has received from its shareholders, investors, customers, vendors, regulatory authorities and bankers.
For and on behalf of Board of Directors of Honeywell Automation India LimitedDr. Ganesh Natarajan
Chairman
Pune, May 31,2021
56 & 57, Hadapsar Industrial Estate,
Pune - 411 013, Maharashtra
CIN: L29299PN1984PLC017951 Tel: 91 20 7114 8888 Email: HAIL.investorServices@Honeyweii.com Website: https://www.honeyweii.com/in/en/haii
Subject to addition or reduction upto 10% with prior approval of Audit Committee and Board.
Further, in addition to the above, the Statutory Auditors are also entitled to fees for others service like Audit of Internal Financial Controls, Tax Audit and Certificates etc. subject to prior approval of Audit Committee and Board.
Statutory Auditorsâ Report:
There are no qualifications, reservations or adverse remarks made by Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W-100018), Statutory Auditors, in their report for the financial year ended March 31,2021. The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory.
Pursuant to provisions of section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
Mar 31, 2019
Dear Members,
The Directors present the THIRTY FIFTH ANNUAL REPORT with the audited financial statements of the Company for the financial year ended March 31, 2019.
Key highlights of financial performance of your Company for the financial year 2018-19 are provided below:
1. FINANCIAL RESULTS:
(INR in lakhs)
|
Particulars |
Year ended March 31, 2019 |
Year ended March 31, 2018 |
Year on Year Change |
|
Sales & Other Income |
324,561 |
273,126 |
19% |
|
Operating profit |
57,426 |
39,671 |
45% |
|
Less: Interest |
348 |
28 |
1143% |
|
Less: Depreciation |
1,589 |
1,520 |
5% |
|
Profit before tax for the year |
55,489 |
38,123 |
46% |
|
Less: Income tax and deferred tax expenses |
19,605 |
13,150 |
49% |
|
Profit after tax for the year |
35,884 |
24,973 |
44% |
|
Profit brought forward from the previous year |
121,143 |
97,234 |
25% |
|
Profit available for appropriations |
157,027 |
122,207 |
28% |
Revenue from operations registered a growth of 17.7%, Profit before tax is 17.5% of revenue from operations as compared to 14.1% in previous year. Exports revenue increased over previous year by 21.7%. This growth was achieved despite competitive challenges on pricing.
2. DIVIDEND:
Payment of final dividend @ INR 45/- per equity share of face value of INR 10/- each was recommended by the Board of Directors at their meeting held on May 13, 2019 (Previous Year: INR 32/- per equity share). The dividend, if approved by the Members at the ensuing Annual General Meeting, will result in a total cash pay-out of INR 4,797 lakhs including dividend distribution tax. Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.
3. OPERATIONS:
The Management Discussion and Analysis Report annexed herewith provides full details of operational performance and business analysis of the Company.
4. INDUSTRY OUTLOOK:
The details regarding Industry Outlook are given in the Management Discussion and Analysis Report which forms a part of this report.
5. HONEYWELL OPERATING SYSTEM (HOS):
Your Company continues to be focused on Honeywell Operating System (HOS) which encompasses end-to-end business system institutionalisation to enable and sustain exceptional growth along with productivity improvements through Total Customer Experience, New Product Introduction, Order to Cash and Integrated Business Planning. The foundation of HOS is Lean/Six Sigma, Order to Cash, Velocity Product Development, Agile CMMI, Honeywell User Experience, Commercial Excellence and Working Capital.
The Pune Fulgaon Factory and Global Services are at Silver level. Your Company is aspiring for higher level of HOS maturity allowing them to be competitive by improving Total Customer Experience through demonstrating agility of a small company and benefits of the scale of larger organisation, excellence in Key Business Processes, Functional Transformation and Foundational initiatives.
6. HUMAN RESOURCES:
Honeywell believes in the immense potential of its human capital and acknowledges that our employees are the core growth engine for the Company. Your Company is committed to creating an inclusive, performance oriented, and entrepreneurial culture that allows us to bring the best out of every individual and team. Honeywell is committed to creating an equal opportunity workplace, which promotes openness and diversity. Your Company has a strong employee value proposition that focuses on challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance, and community engagement.
Your Company deploys a Labour and Employment Relations framework elicits feedback in our factory and supports action planning to drive engagement at all levels in the organisation.
As on March 31, 2019, the Companyâs employee strength was 3,251 as compared to 3,205 (full-time employees) as on March 31, 2018. The women employee represent 15.4% of our workforce. The Company is fully compliant with the prevailing law namely Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors at its meeting held on February 4, 2019 appointed Ms. Neera Saggi (Non-Executive, Independent Director) as an Additional Director effective February 4, 2019 and Ms. Saggi will hold office till the forthcoming Annual General Meeting (AGM) of the Company. The Board of Directors at its meeting held on February 4, 2019 also appointed Ms. Neera Saggi, Non-Executive, Independent Director for a term of 5 years effective February 4, 2019 subject to the approval of shareholders at the forthcoming Annual General Meeting. Necessary resolution for appointment of Ms. Neera Saggi as a Director and as an Independent Director for a term of 5 years effective February 4, 2019 has been included in the notice convening the AGM, and the details of the proposal are mentioned in the Annexure to AGM Notice. The Board recommends her appointment.
As per the provisions of the Companies Act, 2013, Ms. Nisha Gupta retires by rotation at the forthcoming AGM, and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment.
Mr. R. Ravichandran, Chief Financial Officer of the Company has resigned effective close of business hours of May 15, 2018 since he has moved to a new role within Honeywell Group Company.
The Board places on record its appreciation of the valuable contribution made by Mr. R. Ravichandran.
Mr. Amit Kumar Tantia was appointed as Chief Financial Officer (KMP) of the Company in the Board Meeting held on May 14, 2018 with effect from May 16, 2018.
Mr. Ashish Gaikwad, Managing Director, Mr. Amit Tantia, Chief Financial Officer and Ms. Farah Irani, Company Secretary are the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of Companies Act, 2013, as on the date of this Report.
8. BOARD MEETINGS:
During the financial year under review, the Board of Directors of your Company duly met five times on May 14,
2018, August 6, 2018, October 31, 2018, February 4, 2019 and February 5, 2019. The intervening period between two Board meetings was well within the maximum gap of 120 days as prescribed under the provisions of the Companies Act, 2013.
9. COMMITTEES OF BOARD:
The Companyâs Board has the following mandatory committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders Relationship Committee
5. Risk Management Committee
Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.
10. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in and Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the Directors individually.
The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and at the Board Meeting held on February 4, 2019 and improvement areas were discussed.
Details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Annual Report.
12. CODE OF CONDUCT COMPLIANCE:
The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the financial year ended March 31, 2019 is given in Report on Corporate Governance, which forms a part of this Annual Report.
13. CORPORATE SOCIAL RESPONSIBILITY:
Your Company remains committed to making the world a better place and expanding community outreach. As part of its initiatives under Corporate Social Responsibility (CSR), the Company, in partnership with leading non-profit institutions, has developed effective programmes to address the needs in the communities it serves. The Annual Report on CSR activities, in accordance with Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, is annexed herewith as âAnnexure - 1â and a copy of the CSR Policy is also available on the Companyâs website at the following link: https://www.honeywell.com/en-us/global/en-in/haH
14. AUDITORS:
Statutory Audit:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/S. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) were appointed as the Statutory Auditors for a period of 5 years to hold office from the conclusion of the AGM of the Company held on July 21, 2015, subject to ratification of their appointment at every subsequent AGM. A resolution seeking ratification of their appointment till the 36th AGM was approved at the Annual General Meeting held on August 6, 2018.
Statutory Auditorsâ Report
There are no qualifications, reservations or adverse remarks made by M/S. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018), Statutory Auditors, in their report for the financial year ended March 31, 2019. The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory.
Pursuant to provisions of section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
Cost Audit
In terms of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit was not applicable to your Company for the financial year 2018-19.
In terms of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Cost Audit is applicable to your Company for the financial year 2019-20. The Board of Directors at its meeting held on May 13, 2019 have appointed M/S. C S Adawadkar & Co., as the Cost Auditor for the financial year ending March 31, 2020 at a remuneration of INR 7,00,000/-. The remuneration is placed before the Annual General Meeting for ratification of the members.
The Company has maintained the cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the financial year ended March 31, 2019.
Secretarial Audit
In terms of the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/S. Bokil Punde & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2018-19. The report of the Secretarial Auditors is enclosed as âAnnexure - 2â to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
15. RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, read with 8(2) of Companies (Accounts) Rules, 2014 are enclosed herewith as âAnnexure - 3â.
16. RISK MANAGEMENT
Your Company has an Enterprise Risk Management framework, administered by the Risk Committee, to develop, implement, and monitor the effectiveness of risk management processes for the Company. This framework enables identification, assessment, monitoring, and mitigation of strategic, operational, compliance and financial risks that are key to achieving our business objectives. Risks are identified, evaluated and prioritised based on their likelihood of occurrence and severity of business impact. Major risks identified by the businesses and functions are systematically addressed through mitigation and governance.
17. COMPANY POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The Company policy on Directorsâ appointment and remuneration and other matters as provided in Section 178(3) of the Companies Act, 2013 is enclosed herewith as âAnnexure - 4â.
18. WHISTLE BLOWER POLICY / VIGIL MECHANISM
In line with requirement under Section 177(9) and (10) and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has established a whistle blower/vigil mechanism for its employees and Directors to report their genuine concerns. The details of the same are explained in the Corporate Governance Report.
19. INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
20. HOLDING COMPANY
Pursuant to internal reorganisation within the Honeywell Group, Honeywell Asia Pacific Inc. (âHAPIâ) has merged into HAIL Mauritius Limited (âHAIL Mauritiusâ), resulting in change in the immediate promoter of the Company, and an inter se transfer of 6,631,142 equity shares aggregating to 75.00% of the shareholding in the Company, from HAPI to HAIL Mauritius. Honeywell International Inc. continues to be the ultimate holding company.
As on March 31, 2019, the Company is a subsidiary of HAIL Mauritius Limited (as on March 31, 2018 - Honeywell Asia Pacific Inc.), the ultimate holding company continues to be Honeywell International Inc.
21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As required under Section 124 of the Companies Act, 2013, the unclaimed dividend lying with the Company for a period of seven years pertaining to the financial year ended December 31, 2010, amounting to INR 2.95 Lakhs, was transferred during the year 2018, to Investor Education and Protection Fund established by the Central Government.
Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017, for the dividend declared for the financial year ended December 31, 2011, the Company had dispatched the communication individually to the concerned shareholders whose equity share(s) were liable to be transferred to IEPF under the rules for taking appropriate action(s). The Company had also issued public notice in newspapers as required under the IEPF Rules. The Company had uploaded the full details of such shareholders and shares due for transfer to IEPF on its Companyâs website at the following link: https://www.honeywell.com/ content/dam/honeywell/files/india-hail/unclaimed-dividends/Unclaimed%20shares%20for%20transfer%20to%20 IEPF%20as%20on%20February%202019.pdf The full details of shareholders and shares transferred to IEPF in the years 2017 and 2018 is available on the Companyâs website at the following link: https://www.honeywell.com/ en-us/global/en-in/hail.
22. PARTICULARS OF EMPLOYEES
A statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in âAnnexure 9â forming part of this Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details prescribed in Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached to this Report as âAnnexure 5â - Statement of Disclosure of Remuneration.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company respects and values diversity reflected in various backgrounds, experiences, and ideas and is committed to providing employees with a workplace that is free from discrimination or harassment. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Every employee is required to complete mandatory online training on Prevention of Sexual Harassment at Workplace.
The Company has Internal Complaints Committees (IC) established in accordance with the aforesaid Act for addressing sexual harassment incidents.
No complaint on sexual harassment was received by the Company during the financial year under review.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Companies Act, 2013.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
26. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders during the financial year ended March 31, 2019 passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.
27. DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet in accordance with the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and amendments thereto.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
Information required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in âAnnexure 6â.
29. MANAGEMENT DISCUSSION & ANALYSIS / CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis Report and Corporate Governance Report pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed and form part of the Annual Report.
30. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management and Administration) Rules, 2014, an extract of the annual return in Form No. MGT-9 is annexed herewith as âAnnexure 7â.
31. LEGAL COMPLIANCE REPORTING
The Head - Legal, the Company Secretary, and Chief Financial Officer of the Company monitor the legal compliance reporting process and advise the Company on compliance issues with respect to the laws of various jurisdictions in which the Company has its business activities.
The Company has a compliance management tool to review and monitor compliances with laws applicable to the respective function. The Company has a practice of obtaining quarterly compliance certificates from various functional heads for compliance with laws applicable to the respective function. A consolidated report on compliance with applicable laws is presented to the Board every quarter. To take care of the continuously evolving compliance scenario, the Company is constantly striving to strengthen the compliance reporting framework.
32. Corporate Governance Report
Your Company believes in adopting best practices of corporate governance.
As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/S. J B Bhave & Co., Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided in Corporate Governance Report which forms a part of this Annual Report.
33. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your Directors make the following statements:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2019 and of the profit for the year April 1, 2018 to March 31, 2019;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.
35. DIVIDEND DISTRIBUTION POLICY:
The SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 read with Notification dated July 8, 2016 mandate formulation of a dividend distribution policy by Top 500 listed entities based on market capitalisation. In compliance with the Regulation, the Company has formulated a dividend distribution policy prescribing the parameters for the dividend distribution and the same is disclosed in âAnnexure 8â to this Report and forms part of the Boardâs Report. The policy is also available on the Companyâs website at the following link: https://www.honeywell.com/content/dam/honeywell/fHes/india-haH/policies/dividend-distribution-policy.pdf
36. BUSINESS RESPONSIBILITY REPORT:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as a part of the annual report for Top 500 listed entities based on market capitalisation. In compliance with the Regulation, the BRR forms part of this Annual Report.
37. ACKNOWLEDGMENT:
The Board of Directors would like to place on record its appreciation and thanks to all its employees for their contribution. The Board also wishes to acknowledge the support it has received from its investors, customers, vendors, regulatory authorities and bankers.
For and on behalf of Board of Directors of
Honeywell Automation India Limited
Suresh Senapaty
Chairman
Pune, May 13, 2019
Mar 31, 2018
Dear Members,
The Directors present the THIRTY FOURTH ANNUAL REPORT with the audited financial statements of the Company for the financial year ended March 31, 2018.
1. FINANCIAL RESULTS:
(Rs. in lakhs)
|
Particulars |
Year ended March 31, 2018 |
Year ended March 31, 2017 |
|
Sales & Other Income |
273,126 |
248,275 |
|
Operating profit |
39,671 |
32,392 |
|
Less: interest |
28 |
26 |
|
Depreciation |
1,520 |
1,635 |
|
Profit for the year |
38,123 |
30,731 |
|
Income tax and deferred tax expenses |
13,150 |
13,786 |
|
Profit for the period |
24,973 |
16,945 |
|
Profit brought forward from the previous year |
97,234 |
83,047 |
|
Profit available for appropriations |
122,207 |
99,992 |
Revenue from operations registered a growth of 10.4%. Profit before tax was 14.1% of revenue from operations as compared to 12.6% in previous year. Exports revenue increased over previous year by 14.6%. This growth was achieved despite competitive challenges on pricing.
2. DIVIDEND:
Payment of final dividend @ Rs. 32/- per equity share of Rs. 10/- each was recommended by the Board of Directors at their meeting held on May 14, 2018 (Previous Year : Rs. 10/- per equity share). The dividend, if approved by the Members at the ensuing Annual General Meeting, will result in a total cash pay-out of Rs. 3,411 lakhs including dividend distribution tax.
3. OPERATIONS:
The Management Discussion and Analysis Report annexed herewith provides full details of operational performance and business analysis of the Company.
4. INDUSTRY OUTLOOK:
The details regarding Industry Outlook are given in the Management Discussion and Analysis Report which forms a part of this Report.
5. HONEYWELL OPERATING SYSTEM (HOS):
Your Company continues to be strongly focused on its operational excellence journey using the Honeywell Operating System (HOS). HOS is favorably impacting safety, quality, delivery, cost, and inventory matrices. The Pune Integrated Supply Chain organization has sustained its HOS Silver Excellence certification and is now pursuing the next milestone of âWorld Classâ in the new HOS Order-to-Cash framework. In 2016-17, a significant part of the Global Services supporting Honeywell Process Solutions has remained at Silver Level, with the aim of sustaining the organizationâs maturity level in 2018. The Global Services supporting Process Solutions business, already a Silver certified site, is driving further maturity using HOS principles to achieve superior quality and delivery experience for Honeywell customers.
6. HUMAN RESOURCES:
Honeywell believes in the immense potential of its human capital and acknowledges that our employees are the core growth engine for the Company. Your Company is committed to creating an inclusive, performance oriented, and an entrepreneurial culture that allows us to bring the best out of every individual and team. Honeywell is committed to creating an equal opportunity workplace, which promotes openness and diversity. Your Company has a strong employee value proposition that focuses on challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance, and community engagement.
Your Company deploys a Positive Employee Relations (PER) framework to get annual feedback from all employees on key engagement factors to build an engaged and motivated workforce. Additionally, a Labour and Employment Relations framework elicits feedback in our factory and supports action planning to drive engagement at all levels in the organization.
As on March 31, 2018, the Companyâs employee strength was 3,205 as compared to 2,931 (full-time employees) as on March 31, 2017. Your Company had 455 women employees which represents 14.2% of our workforce. The Company is fully compliant with the prevailing laws on Prevention of Sexual Harassment of Women at Workplaces. The Internal Complaints Committee deals with all matters related to the subject in accordance with the tenets of the law.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, Ms. Tina Pierce (Non-Executive Director) resigned as a Director with effect from the close of business hours of February 12, 2018.
The Board of Directors at its meeting held on February 12, 2018 appointed Mr. Brian Buffington (Non-Executive Director) as an Additional Director effective February 13, 2018 and Mr. Buffington holds office up to the forthcoming Annual General Meeting (AGM) of the Company. Necessary resolution for appointment of Mr. Brian Buffington as a Director has been included in the Notice convening the AGM, and the details of the proposal are mentioned in the Annexure to AGM Notice. The Board recommends his appointment.
Ms. Farah Irani was appointed as the Company Secretary with effect from May 16, 2017.
As per the provisions of the Companies Act, 2013, Mr. Vikas Chadha, who was appointed in casual vacancy of Mr. Anant Maheshwari, retires by rotation at the forthcoming AGM and being eligible, he offers himself for re-appointment. The Board recommends his re-appointment.
Mr. Ashish Gaikwad continues as the Managing Director, Ms. Nisha Gupta and Mr. Vikas Chadha continue as Non-Executive Director, and Mr. Suresh Senapaty and Mr. N. Srinath continue as Independent Directors on the Board.
Mr. Ashish Gaikwad, Managing Director, Mr. R. Ravichandran, Chief Financial Officer and Ms. Farah Irani, Company Secretary are the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of Companies Act, 2013, as on the date of this Report.
Mr. R. Ravichandran would move to a new role within Honeywell Group Company and hence tendered his resignation as Chief Financial Officer of the Company in the Board Meeting held on February 12, 2018, effective close of business hours of May 15, 2018.
Mr. Amit Kumar Tantia was appointed as Chief Financial Officer (KMP) of the Company in the Board Meeting held on May 14, 2018 with effect from May 16, 2018.
The Board places on record its appreciation of the valuable contributions made by Ms. Tina Pierce and Mr. R. Ravichandran.
8. BOARD MEETINGS:
Six meetings of the Board of Directors were held during the year. Details about the meetings are available in the Report on Corporate Governance, which forms a part of this Report.
9. COMMITTEES OF BOARD:
The details regarding Committees of the Board of Directors of the Company are given in the Report on Corporate Governance, which forms a part of this Report.
10. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of Independence laid down in and Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the Directors individually.
The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and at the Board Meeting held on February 12, 2018.
Details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Report.
12. CODE OF CONDUCT COMPLIANCE:
The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the financial year ended March 31, 2018 is given in Report on Corporate Governance, which forms a part of this Report.
13. CORPORATE SOCIAL RESPONSIBILITY:
Your Company remains committed to making the world a better place and expanding community outreach. As part of its initiatives under Corporate Social Responsibility (CSR), the Company, in partnership with leading non-profit institutions, has developed powerful programs to address needs in the communities it serves. The Annual Report on CSR activities, in accordance with Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, is annexed herewith as âAnnexure - 1â and the copy of the CSR Policy is also available on the Companyâ website.
14. AUDITORS: Statutory Audit
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) were appointed as the Statutory Auditors for a period of 5 years to hold office from the conclusion of the AGM of the Company held on July 21, 2015, subject to ratification of their appointment at every subsequent AGM. A resolution seeking ratification of their appointment till 36th AGM forms part of the Notice of AGM and the same is recommended for your consideration and approval.
The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Cost Audit
In terms of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit was not applicable to your Company for the financial year 2017-18.
Secretarial Audit
In terms of the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/s. Bokil Punde & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2017-18. The report of the Secretarial Auditors is enclosed as âAnnexure - 2â to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
15. RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, Read with 8(2) of Companies (Accounts) Rules, 2014 are enclosed herewith as âAnnexure - 3â.
16. RISK MANAGEMENT
Your Company has an Enterprise Risk Management framework, administered by the Risk Committee, to develop, implement, and monitor the effectiveness of risk management processes for the company. This framework enables identification, assessment, monitoring, and mitigation of strategic, operational, compliance and financial risks that are key to achieving our business objectives. Risks are identified, evaluated and prioritized based on their likelihood of occurrence and severity of business impact. Major risks identified by the businesses and functions are systematically addressed through mitigation and governance.
17. COMPANY POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The Company policy on Directorsâ appointment and remuneration and other matters as provided in Section 178(3) of the Companies Act, 2013 is enclosed herewith as âAnnexure - 4â.
18. WHISTLE BLOWER POLICY / VIGIL MECHANISM
In line with requirement under Section 177(9) and (10) and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has established a whistle blower/vigil mechanism for its employees and Directors to report their genuine concerns. The details of the same are explained in the Corporate Governance Report.
19. INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
20. HOLDING COMPANY
The Company is a subsidiary of Honeywell Asia Pacific Inc. USA, the ultimate holding company being Honeywell International Inc. USA.
21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As required under Section 124 of the Companies Act, 2013, the unclaimed dividend lying with the Company for a period of seven years pertaining to the financial year ended December 31, 2009, was transferred during the year 2017, to Investor Education and Protection Fund established by the Central Government.
The Ministry of Corporate Affairs (MCA) on October 16, 2017 had notified the amendment to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 (âthe IEPF Rulesââ) wherein the Company was required to transfer Investor Education and Protection Fund, all the shares whose dividend is lying in the ââUnpaid Dividend Accountââ of the Company as unpaid or unclaimed for a period of seven consecutive years from the date of its transfer to the said Unpaid Dividend Account. The requisite transfer of shares to IEPF was required to be completed by November 30, 2017 and the Company has complied with the same and the aforesaid shares have been transferred by the Company to IEPF. The Company has uploaded the details of the aforesaid transfer of shares on the website of IEPF (www.iepf.gov.in) and on the website of the Company at the following link: https://www.honeywell.com/-/media/Honeywell_com/Files/en-in/ Unclaimed-DividendsUnclaimed-shares-trasnferred-to-IEPF-as-on-November-30-2017.pdf
Pursuant to the IEPF Rules, for the dividend declared for the financial year ended December 31, 2010, the Company had dispatched the communication individually to the concerned shareholders whose equity share(s) were liable to be transferred to IEPF under the rules for taking appropriate action(s). The Company had also issued public notice in newspapers as required under the IEPF Rules. The Company had uploaded the full details of such shareholders and shares due for transfer to IEPF on the website of the Company at the following link: https://www. honeywell.com/-/media/Honeywell_com/Files/en-in/Unclaimed-Dividends/Unclaimed-Shares-for-Tranfer-to-IEPF-as-on-February-21-2018.pdf
22. PARTICULARS OF EMPLOYEES
A statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in âAnnexure 9â forming part of this Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is available on the Companyâs website.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details prescribed in Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached to this report as âAnnexure 5â - Statement of Disclosure of Remuneration.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company respects and values diversity reflected in various backgrounds, experiences, and ideas and is committed to providing employees with a workplace that is free from discrimination or harassment. The Company has earlier adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Every employee is required to complete mandatory online training on Prevention of Sexual Harassment at Workplace.
The Company has Internal Complaints Committees (ICC) established in accordance with the aforesaid Act for addressing sexual harassment incidents.
One complaint on sexual harassment was received by the Company during the financial year under review and the matter was investigated and closed as on date of this report as per required process.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Companies Act, 2013.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
26. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders during the financial year ended March 31, 2018 passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.
27. DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
Information required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in âAnnexure 6â.
29. MANAGEMENT DISCUSSION & ANALYSIS / CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis Report and Corporate Governance Report pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed and form part of the Boardâs Report.
30. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management and Administration) Rules, 2014, an extract of the annual return in Form No. MGT-9 is annexed herewith as âAnnexure 7â.
31. LEGAL COMPLIANCE REPORTING
The Head - Legal, the Company Secretary, and Chief Financial Officer of the Company monitor the legal compliance reporting process and advise the Company on compliance issues with respect to the laws of various jurisdictions in which the Company has its business activities.
The Company has a practice of obtaining quarterly compliance certificates from various functional heads for compliance with laws applicable to the respective function. A consolidated report on compliance with applicable laws is presented to the Board every quarter. To take care of the continuously evolving compliance scenario, the Company is constantly striving to strengthen the compliance reporting framework.
32. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your Directors make the following statements:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit for the year April 1, 2017 to March 31, 2018;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
33. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.
34. DIVIDEND DISTRIBUTION POLICY:
The SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 read with Notification dated July 8, 2016 mandate formulation of a dividend distribution policy by Top 500 listed entities based on market capitalization. In compliance with the Regulation, the Company has formulated a dividend distribution policy prescribing the parameters for the dividend distribution and the same is disclosed in âAnnexure 8â to this Report and forms part of this Report. The policy is also available on the Companyâs website at the following link: https://www.honeywell.com/Vmedia/Honeywell_com/Files/en-in/Policies/Dividend-Disthbution-Policy.pdf
35. BUSINESS RESPONSIBILITY REPORT:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as a part of the annual report for Top 500 listed entities based on market capitalization. In compliance with the Regulation, the BRR forms part of this Annual Report.
36. ACKNOWLEDGMENT:
The Board of Directors would like to place on record its appreciation and thanks to all its employees for their contribution. The Board also wishes to acknowledge the support it has received from its investors, customers, vendors, regulatory authorities and bankers.
For and on behalf of Board of Directors of Honeywell
Automation India Limited
Suresh Senapaty
Chairman
Pune, May 14, 2018
Registered Office:
56 & 57, Hadapsar Industrial Estate,
Pune - 411 013, Maharashtra
CIN: L29299PN1984PLC017951
Tel: 91 20 6603 9400; Fax: 91 20 6603 9800
Email: HAIL.InvestorServices@Honeywell.com
Website: https://honeywell.com/country/in/Pages/hail.aspx
Mar 31, 2017
Directors'' Report
Dear Members,
The Directors present the THIRTY THIRD ANNUAL REPORT with the audited statements of accounts of the Company for the financial year ended March 31, 2017.
1. FINANCIAL RESULTS:
(Rs. in lakhs)
|
Particulars |
Year ended March 31, 2017 |
Year ended March 31, 2016 |
|
Sales & Other Income |
248,275 |
224,550 |
|
Operating Profit |
32,392 |
24,194 |
|
Less: Interest |
26 |
38 |
|
Depreciation |
1,635 |
1,540 |
|
Profit for the year |
30,731 |
22,616 |
|
Income tax and Deferred Tax expenses |
13,786 |
8,497 |
|
Profit for the period |
16,945 |
14,119 |
|
Profit brought forward from the previous year |
83,047 |
71,643 |
|
Profit available for Appropriations |
99,992 |
85,762 |
|
APPROPRIATIONS |
||
|
General Reserve |
1,694 |
1,385 |
|
Dividend Declared |
884 |
1,105 |
|
Tax on Dividend |
180 |
225 |
|
BALANCE CARRIED FORWARD |
97,234 |
83,047 |
Revenue from Operations registered a growth of 10%. Profit before tax was 12.6% of revenue from operations as compared to 10.2% in previous year. Exports revenue increased over previous year by 36%. This growth was achieved despite competitive challenges on pricing.
2. DIVIDEND:
Payment of final dividend @ Rs. 10/- per equity share of Rs. 10/- each was recommended by the Board of Directors at their meeting held on May 25, 2017. The dividend, if approved by the Members at the ensuing Annual General Meeting, will result in a total cash pay-out of Rs. 1,064 Lakhs including dividend distribution tax.
3. APPROPRIATION TO GENERAL RESERVES:
The Company proposes to transfer Rs. 1,694 Lakhs to the general reserve out of the amount available for appropriation and an amount of Rs. 97,234 Lakhs is proposed to be retained in the profit and loss account.
4. OPERATIONS:
The Management Discussion and Analysis Report annexed herewith provides full details of operational performance and business analysis of the Company.
5. INDUSTRY OUTLOOK:
The details regarding Industry Outlook are given in the Management Discussion and Analysis Report which forms a part of this Report.
6. HONEYWELL OPERATING SYSTEM (HOS):
Your Company continues to be strongly focused on its operational excellence journey using the Honeywell Operating System (HOS). HOS is favorably impacting Safety, Quality, Delivery, Cost, and Inventory metrics. The Pune Integrated Supply Chain organization has sustained its HOS Silver Excellence certification and is now pursuing the next milestone of âWorld Classâ in the new HOS Order-to-Cash Framework. In 2016-17, a significant part of the Global Engineering Services supporting Process Solutions has remained at Silver Level, with the aim of sustaining the organizationâs maturity level in 2017. The Global Business Operations supporting Building Solutions achieved HOS Silver certification in October 2016. The Global Engineering Services supporting Process Solutions, already a silver certified site, is driving further maturity using HOS principles to achieve superior quality and delivery experience for customers.
7. HUMAN RESOURCES:
Honeywell believes in the immense potential of its human capital and acknowledges that our employees are the core growth engine for the Company. Your Company is committed to creating an inclusive, performance oriented, and an entrepreneurial culture that allows us to bring the best out of every individual and team. Honeywell is committed to creating an equal opportunity workplace, which promotes openness and diversity. Your Company has a strong employee value proposition that focuses on challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance, and community engagement.
Your Company deploys a Positive Employee Relations (PER) framework to get annual feedback from all employees on key engagement factors to build an engaged and motivated workforce. Additionally, a Labour and Employment Relations framework elicits feedback in all our factories and supports action planning to drive engagement at all levels in the organization.
As on March 31, 2017, the Companyâs employee strength was 2931 as compared to 2930 as on March 31, 2016. Your Company had 417 women employees which represents 14% of our workforce. The Company is fully compliant with the prevailing laws on Prevention of Sexual Harassment of Women at Workplaces. The Internal Complaints Committee deals with all matters related to the subject in accordance with the tenets of the law.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year, Mr. Vikas Chadha resigned as Managing Director w.e.f. the close of business hours of July 31, 2016. Mr. Anant Maheshwari resigned as Director w.e.f. the close of business hours of August 10, 2016. Mr. Vikas Chadha was appointed as Director with effect from August 11, 2016; in casual vacancy caused by resignation of Mr. Anant Maheshwari.
Mr. Ashish Gaikwad was appointed as Additional Director and Managing Director with effect from October 1, 2016 for the period of five years. His appointment as Director and Managing Director for the period of five years with effect from October 1, 2016 was further approved by shareholders pursuant to the necessary resolutions passed by Postal Ballot on December 9, 2016.
Mr. Norman Gilsdorf resigned as Director w.e.f. the close of business hours of November 9, 2016. Ms. Tina Pierce was appointed as Director with effect from February 6, 2017; in casual vacancy caused by resignation of Mr. Norman Gilsdorf.
Mr. Anurag Bhagania resigned as the Chief Financial Officer w.e.f. the close of business hours of June 26, 2016. Mr. R. Ravichandran was appointed as the Chief Financial Officer with effect from June 27, 2016.
Ms. Sangeet Hunjan resigned as the Company Secretary w.e.f. close of business hours of November 24, 2016. Ms. Farah Irani was appointed as the Company Secretary w.e.f. May 16, 2017.
As per the provisions of the Companies Act, 2013, Ms. Tina Pierce, who was appointed in casual vacancy of Mr. Norman Gilsdorf, retires by rotation at the forthcoming AGM and being eligible, she offers herself for re-appointment. The Board recommends her re-appointment.
Ms. Nisha Gupta continues to be Non-Executive Director and Mr. Suresh Senapaty and Mr. N. Srinath continue as Independent Directors on the Board.
Mr. Ashish Gaikwad, Managing Director, Mr. R. Ravichandran, Chief Financial Officer (CFO) and Ms. Farah Irani, Company Secretary are the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of Companies Act, 2013, as on the date of this Report.
The Board places on record its appreciation of the valuable contributions made by Mr. Norman Gilsdorf, Mr. Anant Maheshwari, Mr. Anurag Bhagania and Ms. Sangeet Hunjan.
9. BOARD MEETINGS:
Four meetings of the Board of Directors were held during the year. Details about the meetings are available in the Report on Corporate Governance, which forms a part of this Report.
10. COMMITTEES OF BOARD:
The details regarding Committees of the Board of Directors of the Company are given in the Report on Corporate Governance, which forms a part of this Report.
11. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of Independence laid down in and Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the Directors individually.
The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and at the Board Meeting held on February 6, 2017.
Details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Report.
13. CODE OF CONDUCT COMPLIANCE:
The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the financial year ended March 31, 2017 is given in Report on Corporate Governance, which forms a part of this Report.
14. CORPORATE SOCIAL RESPONSIBILITY:
Your Company remains committed to making the world a better place and expanding community outreach through CSR activities. As part of its initiatives under âCorporate Social Responsibilityâ (CSR), the Company, in partnership with leading public and non-profit institutions, has developed powerful programs to address needs in the communities it serves. The Annual Report on CSR activities, in accordance with Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, is annexed herewith as âAnnexure - 1â and the copy of the CSR Policy is also available on the Companyâ website.
15. AUDITORS:
Statutory Audit
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) were appointed as the Statutory Auditors for a period of 5 years to hold office from the conclusion of the AGM of the Company held on July 21, 2015, subject to ratification of their appointment at every subsequent AGM. A resolution seeking ratification of their appointment forms part of the Notice of AGM and the same is recommended for your consideration and approval.
The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Cost Audit
In terms of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit was not applicable to your Company for the financial year 2016-17.
Secretarial Audit
In terms of the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/s. Bokil Punde & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2016-17. The report of the Secretarial Auditors is enclosed as âAnnexure - 2â to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
16. RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, Read with 8(2) of Companies (Accounts) Rules, 2014 are enclosed herewith as âAnnexure - 3â.
17. RISK MANAGEMENT
Your Company has an Enterprise Risk Management Framework, for identification, assessment, monitoring, and mitigation of operational, financial, and strategic business risks that are key in achieving our business objectives. Risks are identified and prioritized based on impact, and probability of occurrence. Mitigating controls are evaluated and reviewed periodically, and assessed for enhancement.
Your Company has put in place an Enterprise Risk Management framework, administered by the Risk Committee to develop, implement, and monitor the effectiveness of risk management processes for the company. This framework enables identification, assessment, monitoring, and mitigation of strategic, operational, compliance and financial risks that are key in achieving our business objectives. Risks are evaluated and prioritized based on their likelihood of occurrence and severity of business Impact. Major risks identified by the businesses and functions are systematically addressed through mitigation and governance.
18. COMPANY POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The Company policy on Directorsâ appointment and remuneration and other matters as provided in Section 178(3) of the Companies Act, 2013 is enclosed herewith as âAnnexure - 4â.
19. WHISTLE BLOWER POLICY / VIGIL MECHANISM
In line with requirement under Section 177 (9) and (10) and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has established a whistle blower/vigil mechanism for its employees and Directors to report their genuine concerns. The details of the same are explained in the Corporate Governance Report.
20. INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
21. HOLDING COMPANY
The Company is a subsidiary of Honeywell Asia Pacific Inc. USA, the ultimate holding Company being Honeywell International Inc. USA.
22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There was no dividend declared pertaining to financial year ended December 31, 2008 and hence no unclaimed dividend was required to be transferred by the Company in 2016 to the Investor Education and Protection Fund established by the Central Government.
Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) [IEPF] Rules, 2016 notified by Ministry of Corporate Affairs effective 7th September, 2016, the Company had dispatched the communication individually to the concerned shareholders whose equity share/s were liable to be transferred to IEPF under the Rules for taking appropriate action(s). The Company had also issued public notice in the Newspapers as required under the IEPF Rules.
The Company has uploaded the full details of such shareholders and shares due for transfer to IEPF on its website at the following link:
https://honeywell.com/country/in/Documents/HAIL/HAIL_Details%20of%20Transfer%20of%20Shares%20to%20I
EPF%20Suspense%20Account%20_29112016.pdf
Shareholders are requested to refer the link to verify the details of the shares that are liable to be transferred to IEPF.
23. PARTICULARS OF EMPLOYEES
A statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in âAnnexure 9â forming part of this Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is available on the Companyâs website.
The ratio of the remuneration of each director to the median employeeâs remuneration and other details prescribed in Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached to this report as âAnnexure 5â - Statement of Disclosure of Remuneration.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company respects and values diversity reflected in various backgrounds, experiences, and ideas and is committed to providing employees with a workplace that is free from discrimination or harassment. The Company has earlier adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Every employee is required to complete mandatory online training on âPrevention of Sexual Harassment at Workplaceâ.
The Company has Internal Complaints Committee (ICC) established in accordance with the aforesaid Act for addressing sexual harassment incidents.
No complaints on sexual harassment were received by the Company during the financial year under review.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Companies Act, 2013.
26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
27. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders during the financial year ended March 31, 2017 passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.
28. DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
Information required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in âAnnexure 6â.
30. MANAGEMENT DISCUSSION & ANALYSIS / CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis Report and Corporate Governance Report pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed and form part of the Directors Report.
31. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management and Administration) Rules, 2014, an extract of the annual return in Form No. MGT-9 is annexed herewith as âAnnexure 7â.
32. LEGAL COMPLIANCE REPORTING
The Head - Legal, the Company Secretary, and Chief Financial Officer of the Company monitor the legal compliance reporting process and advise the Company on compliance issues with respect to the laws of various jurisdictions in which the Company has its business activities.
The Company has a practice of obtaining quarterly compliance certificates from various functional heads for compliance with laws applicable to the respective function. A consolidated report on compliance with applicable laws is presented to the Board every quarter. To take care of the continuously evolving compliance scenario, the Company is constantly striving to strengthen the compliance reporting framework.
33. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your Directors make the following statements:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2017 and of the profit for the year April 1, 2016 to March 31, 2017;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. DIVIDEND DISTRIBUTION POLICY:
The SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 read with Notification dated July 8, 2016 mandates formulation of Dividend Distribution policy by Top 500 Listed Entities based on market capitalization. In compliance with the Regulation, the Company has formulated dividend distribution policy prescribing the parameters for the dividend distribution and the same is disclosed in âAnnexure 8â to this Report and forms part of this Report. The policy is also available on the Companyâs website at the following link-
https://honeywell.com/country/in/Documents/HAIL/Dividend%20Distribution%20Policy.pdf
35. BUSINESS RESPONSIBILITY REPORT:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as a part of Annual Report for Top 500 Listed Entities based on market capitalization. In compliance with the Regulation, the BRR forms part of this Annual Report.
36. ACKNOWLEDGMENT:
The Board of Directors would like to place on record its appreciation and thanks to all its employees for their contribution. The Board also wishes to acknowledge the support it has received from its investors, customers, vendors, regulatory authorities and bankers.
For and on behalf of the Board of Directors of
Honeywell Automation India Limited
Suresh Senapaty
Chairman
Gurugram, May 25, 2017
Registered Office:
56 & 57, Hadapsar Industrial Estate,
Pune 411 013
Mar 31, 2015
Dear Members,
The Directors present the THIRTY FIRST ANNUAL REPORT with the audited
statements of accounts of the Company for the period ended March
31,2015 .
1. FINANCIAL RESULTS:
Particulars Period ended Year ended
March 31,2015 December 31,2013
(Rs. in lacs) (Rs. in lacs)
Sales & Other Income 242,611 172,563
Operating Profit 106,868 73,110
Less: Interest 44 39
Depreciation 1686 1,392
Profit for the year
(Before Exceptional Item) 21,724 12,278
Exceptional Item 4,002 -
Profit for the year
(After Exceptional Item) 17,722 12,278
Provision for tax 7,684 5,390
Deferred Tax Adjustment (1,382) (1,728)
PROFIT AFTER TAX 11,420 8,616
Profit brought forward from the
previous year 61,305 54,585
Profit available for
appropriations 70,253 61,305
APPROPRIATIONS
General Reserve 1,142 862
Proposed Dividend 1,105 884
Tax on proposed dividend 225 150
BALANCE CARRIED FORWARD 70,253 61,305
2. DIVIDEND:
Final dividend @ Rs.12.50/- per share of Rs.10/- each was recommended
by the Board in their meeting held on May 25, 2015.
3. OPERATIONS:
The Management Discussion & Analysis Report annexed herewith provides
full details of operational performance and business analysis of these
business units.
- Honeywell Process Solutions (HPS) serves core industrial sectors of
Refining, Oil & Gas, Pulp & Paper, Metal and Cement etc.
- Honeywell Building Solutions (HBS) provides solutions and services
for facilities such as Commercial & Industrial Buildings, IT & ITES
industry, Hospitals, Hotels, Airports etc.
- Environment and Combustion Control (ECC) serves multiple brands
through channels and offers environmental and combustion products and
solutions to commercial, hospitality and industrial segments.
- Sensing & Control (S&C) business provides various sensors and
switches to manufacturing and automobile
industry. This business serves primarily OEMs in various manufacturing
industries such as auto, medical instrumentation, IT, etc.
- Exports Business Group (EBG) addresses manufacturing and
engineering services needs of Honeywell along with some other non
Honeywell customers across the globe, leveraging the cost, skills and
knowledge arbitrage.
4. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company remains committed to making the world a better place and
expanding community outreach through CSR activities As part of its
initiatives under CSR, the Company has partnered with Safe Kids
Foundation India, a not- for-profit Trust, that aims to protect
children in India from injuries and death in the home. The Annual
Report on CSR activities, in accordance with Section 135 of the
Companies Act, 2013, read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, is annexed herewith as
"Annexure A".
5. HONEYWELL OPERATING SYSTEM (HOS):
Your company is continuing on the operational excellence journey with
strong focus on driving the Honeywell Operating System (HOS). HOS is
favorably impacting Safety, Quality, Delivery, Cost and Inventory
metrics. During 2014 Pune factory achieved the advanced level of HOS
Silver Excellence and the Global Engineering Services (GES) supporting
Honeywell Building Solutions (HBS) business achieved Silver level. In
2015 the main focus is on achieving Bronze level for manufacturing
facility of Environmental and Combustion Controls (ECC) business at
Vadodara, Gujarat and global back office of Honeywell Building
Solutions in Pune. Further, the businesses have started contributing to
the HOS Gold initiative to achieve next level of overall business
performance.
6. DIRECTORS:
As per the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Anant Maheshwari, retires by rotation
and is eligible for reappointment.
7. HUMAN RESOURCES:
Honeywell''s Positive Employee Relationships (PER) strategy aims at
engaged and motivated workforce and to create a positive and productive
work environment.
Honeywell''s Global PER Assessment Process outlines the Communication,
Action Planning, Surveys (Employee and Manager Survey) and Focus Groups
to make it more effective.
Honeywell has also made great strides to get the Employee Value
Proposition (EVP) in place. It focuses on 5 key themes i.e. 1.
Challenging work that matters 2. Right People 3.Talent and Leader
Development 4. Differentiated Rewards and 5. Community Engagement.
As on March 31,2015, the Company''s employee strength was 2842 as
compared to 2713 as on December 31,2013.
8. MANAGEMENT DISCUSSION & ANALYSIS/CORPORATE GOVERNANCE REPORT:
As per Clause 49 of the Listing Agreement with the Stock Exchanges
(Revised w.e.f. October 1,2014), Management Discussion and Analysis
Report and Corporate Governance Report are annexed and form part of the
Directors Report.
9. CODE OF CONDUCT COMPLIANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
declaration signed by the Managing Director affirming compliance with
the Code of Conduct by Directors and Senior Management, for the
Financial period ended March 31,2015 is annexed and forms part of the
Directors Report.
10. AUDITORS:
Statutory Audit
M/s. Price Waterhouse & Co Bangalore LLP has completed 10 years as
Statutory Auditors of your Company. The provisions regarding rotation
of auditors, as prescribed under the Companies Act, 2013 are applicable
to the Company. It is, hence, proposed to appoint M/s Deloitte Haskins
& Sells LLP (Firm Registration No. 117366W/W- 100018) as the Statutory
Auditors for a period of 5 years to hold office from the conclusion of
the ensuing Annual General Meeting (2015) till the Sixth following
Annual General Meeting (2020), subject to ratification of their
appointment at every AGM, during the term of their office. They have
confirmed their eligibility and willingness for appointment as
Statutory Auditors for the aforesaid period, as per Section 141 of the
Companies Act, 2013. The Board of Directors recommends their
appointment to the shareholders.
Cost Audit
The Central Government has approved the appointment of M/s C S
Adawadkar & Co.,Cost Accountants as Cost Auditor for conducting Cost
Audit of the Company for the Financial Year ending December 31,2013 and
December 31,2014. The Company changed the Financial year ending from
December 31,2014 to March 31,2015 and as such the Cost Audit report
will be submitted for 15 months period of January 1,2014 to March
31,2015.
The due date for filing the Cost Audit Report for the Financial Year
ended March 31,2015 is September 27, 2015.
The due date for filing the Cost Audit Report of the Company for the
Financial Year ended December 31,2013 was June 29, 2014 and the Cost
Audit Report was filed by the Cost Auditor M/s C S Adawadkar & Co.,Cost
Accountants, on May 26, 2014 in XBRL mode as mandated by the Ministry
of Corporate Affairs.
11. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors,
based on the representations received from the Operating Management,
confirm that-
(i) In the preparation of these accounts, the applicable accounting
standards have been followed and that there was no material departure
from the accounting standards;
(ii) They have, in the selection of the accounting policies, applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the accounting year and of the profit of
the Company for that period;
(iii) Read with paragraph on Internal Control in the Management
Discussion & Analysis Report and paragraph 12(B) of this Report, they
have taken proper and sufficient care, to the best of their knowledge
and ability, for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956, for
safeguarding the assets, for adequacy of financial controls and
controls for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis.
12. COMMENTS IN AUDITORS'' REPORT:
(A) Comments regarding paragraph 8(b) of the Auditors'' Report:
The Company maintains and periodically updates the back up of Books of
Account. However, as pointed out in the Auditors'' Report, the back up
is not maintained on servers physically located in India. The Company
is in the process of evaluating technology options to maintain the back
up on servers physically located in India.
(B) Comments regarding paragraph iv and xxi of Annexure to Auditors''
Report
As discussed in Note 41 of the Notes forming part of financial
statements for the accounting year ended March 31,2015, the Company
determined that certain projects in the HPS business units had costs
that had been recorded to incorrect projects. At the request of Senior
Management and with oversight by the Audit Committee, the Company has
conducted an objective and independent review ("review") to
determine the impact of the
same. On conclusion and as a result of this review, adjustments have
been made for certain projects for the period ended March 31,2015 to
reduce revenue by Rs. 3095 lacs and reduce profit before tax for the
period by Rs. 4002 lacs. This reduction in profit before tax includes
an impact of Rs. 907 lacs for provision for future losses in accordance
with Accounting Standard 7 - Accounting for construction contracts.
The Company is in the process of enhancing internal controls to
minimize the risk of such incorrect recording of costs in the future.
13. OTHER INFORMATION:
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 pertaining to
absorption of technology, foreign exchange earnings, is given as an
Annexure B to this Report and forms part of it. As per provisions of
Section 219(1)(b)(iv) of the Act, the Directors'' Report and Accounts
are being sent to the shareholders excluding the statement giving
particulars of employees under Section 217(2A) of the Act. Any
Shareholder interested in obtaining a copy of the statement may write
to the Company Secretary at the Registered Office of the Company.
14. APPLICABILITY OF SECTION 134 OF THE COMPANIES ACT, 2013 :
The Ministry of Corporate Affairs, Government of India, has, vide its
General Circular number 08/2014 issued on April 4, 2014, clarified that
the financial statements (and documents required to be attached
thereto), Auditors report and Board''s report in respect of financial
years that commenced earlier than April 1,2014 shall be governed by the
relevant provisions/schedules/rules of the Companies Act, 1956 and that
in respect of financial years commencing on or after April 1,2014, the
provisions of the new Act shall apply. This Directors'' Report is in
relation with the financial year commencing on January 1,2014 and has
been prepared in accordance with the requirements of the Companies Act
1956.
15. ACKNOWLEDGEMENT:
The Board would like to place on record its appreciation and thanks to
all its employees for their contribution. The Board also wishes to
acknowledge the support it has received from its investors, customers,
vendors, regulatory authorities and bankers.
Gurgaon, May 25, 2015
Registered Office:
56 & 57, Hadapsar Industrial Estate,
Pune 411 013
For and on behalf of the Board
Surendra L. Rao
Chairman
DIN : 00005675
Dec 31, 2012
Dear Members,
The Directors present the TWENTY-NINTH ANNUAL REPORT with the audited
statements of accounts of the Company for the year ended December 31,
2012.
1. FINANCIAL RESULTS:
Particulars Year ended Year ended
December
31, 2012 December
31, 2011
(Rs. in lacs) (Rs. in lacs)
Sales & Other Income 167192 162936
Operating Profit 13365 16137
Less: Interest 34 85
Depreciation 1399 1481
Profit for the year 11932 14571
Provision for tax 3610 4804
Deferred Tax Adjustment (195) (947)
PROFIT AFTER TAX 8517 10714
Profit brought forward from the previous year 47947 39331
Profit available for appropriations 56464 50045
APPROPRIATIONS
General Reserve 852 1071
Proposed Dividend 884 884
Tax on proposed dividend 143 143
BALANCE CARRIED FORWARD 54585 47947
2. DIVIDEND:
Final dividend @Rs.10/- per share of Rs.10/- each was recommended by
the Board in their meeting held on February 6, 2013.
3. OPERATIONS:
The Management Discussion & Analysis Report annexed herewith provides
full details of operational performance and business analysis of these
business units.
· Honeywell Process Solutions (HPS)  business serves core industrial
sectors of Refining, Oil & Gas, Pulp & Paper, Metal and Cement etc.
· Honeywell Building Solutions (HBS)  business provides solutions and
services for facilities such as Commercial & Industrial Buildings, IT &
ITES industry, Hospitals, Hotels, Airports, Mass Rapid Transit (MRT)
etc.
· Environment and Combustion Control (ECC)  Through multi channels and
multiple brands, offers environmental and combustion products and
solutions to commercial, hospitality and industrial segments.
· Sensing & Control (S&C)  Products business provides various sensors
and switches to manufacturing and automobile industry. This business
serves primarily OEMs in various manufacturing industries such as auto,
medical instrumentation, IT, etc.
· Exports Business Group (EBG)  Addresses manufacturing and
engineering services needs of Honeywell along with some other non
Honeywell customers across the globe, leveraging the cost, skills and
knowledge arbitrage.
4. COMMUNITY DEVELOPMENT WORK:
HAIL is committed to its CSR activities and strongly believes that
helping out even in a small way, can bring about a difference in the
lives of many. Our commitment is on issues related to Health, Education
& Environment.
Some of the initiatives under CSR were as follows: Education:
· Text book Audio recording for blind school students.
· School kit with school bag donated to Samparc orphanage center &
schools near Pune.
· Computer Skills Training for the Physically Handicapped at a school
in Pune.
· Scholarship program for street children and students of Hermann
Gmeiner social center for college education.
· Chemistry Olympic organized and it was conducted in the form of
science test, quiz & talk show. Science kits were given to all
participating schools.
Health:
· Medical Checkup Camps were held in an orphanage and in various
schools. Workshops were held for anti addiction & anti anemia.
· Cancer Awareness program was held which covered information on
Lifestyle and Cancer Prevention.
Environment:
· Various treks were organized. A Cycle rally was held to spread the
message of Go green & to promote cycling for a healthy life style.
5. DIRECTORS:
As per the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. S.L. Rao and Mr. Gerard Willis, retire
by rotation and are eligible for reappointment.
6. MANAGEMENT DISCUSSION & ANALYSIS/CORPORATE GOVERNANCE REPORT:
As per Clause 49 of the Listing Agreement with the Stock Exchanges,
Management Discussion and Analysis Report and Corporate Governance
report are annexed and form part of the Directors Report.
7. CODE OF CONDUCT COMPLIANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
declaration signed by the Managing Director affirming compliance with
the Code of Conduct by Directors and Senior Management, for the
Financial Year 2012 is annexed and forms part of the Corporate
Governance Report.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that -
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
b) They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit of the Company for that period;
c) They have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis.
9. AUDITORS:
M/s. Price Waterhouse & Co., Bangalore the Statutory Auditors retire at
the forthcoming Annual General Meeting and are eligible for
reappointment. The Company has received the certificate from the
retiring auditors to the effect that the appointment, if made, will be
in accordance with the limits specified in Section 224(1-B) of the
Companies Act, 1956.
10. OTHER INFORMATION:
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 pertaining to
absorption of technology, foreign exchange earnings, is given as an
Annexure to this Report and forms part of it. As per provisions of
Section 219(1)(b)(iv) of the Act, the Directors'' Report and Accounts
are being sent to the shareholders excluding the statement giving
particulars of employees under Section 217(2A) of the Act. Any
Shareholder interested in obtaining a copy of the statement may write
to the Company Secretary at the Registered Office of the Company.
11. ACKNOWLEDGMENT:
The Board would like to place on record its appreciation and thanks to
all its employees for their contribution. The Board also wishes to
acknowledge the support it has received from its investors, customers,
vendors, regulatory authorities and bankers.
For and on behalf of the Board
M.N. Bhagwat
Pune, February 6, 2013 Chairman
Registered Office:
56 & 57, Hadapsar
Industrial Estate,
Pune 411 013.
Dec 31, 2011
The Directors present the TWENTY-EIGHTH ANNUAL REPORT with the audited
statements of accounts of the Company for the year ended December 31,
2011.
1. FINANCIAL RESULTS :
Particulars Year ended Year ended
December
31, 2011 December
31, 2010
(Rs. in lacs) (Rs. in lacs)
Sales & Other Income 162936 136377
Operating Profit 16136 15188
Less: interest 84 8
Depreciation 1481 1290
Profit for the year 14570 13890
Provision for tax 4804 3655
Deferred Tax Adjustment (948) (270)
PROFIT AFTER TAX 10714 10505
Profit brought forward from
the previous year 39331 30908
Profit available for
appropriations 50046 41413
APPROPRIATIONS
General Reserve 1071 1050
Proposed Dividend 884 884
Tax on proposed dividend 143 147
BALANCE CARRIED FORWARD 47947 39331
2. DIVIDEND:
Final dividend @Rs.10/- per share of Rs.10/- each was recommended by
the Board in their meeting held on February 9, 2012.
3. OPERATIONS:
The Management Discussion & Analysis Report annexed herewith provides
full details of operational performance and business analysis of these
business units.
- Honeywell Process Solutions (HPS) - Business serves core industrial
sectors of Refining, Oil & Gas, Pulp & Paper, Metal and Cement etc.
- Honeywell Building Solutions (HBS) - Business provides solutions and
services for facilities such as Commercial & Industrial Buildings, IT &
ITES industry, Hospitals, Hotels, Airports, Mass Rapid Transit (MRT)
etc.
- Environment and Combustion Control (ECC) - Through multi channels and
multiple brands, offers environmental and combustion products and
solutions to commercial, hospitality and industrial segments.
- Sensing & Control (S&C) - Products business provides various sensors
and switches to manufacturing and automobile industry. This business
serves primarily OEMs in various manufacturing industries such as auto,
medical instrumentation, IT, etc.
- Exports Business Group (EBG) - Provides manufacturing and engineering
services to Honeywell along with some other non Honeywell customers
across the globe, leveraging the economies of scale on talent and cost
arbitrage.
4. COMMUNITY DEVELOPMENT WORK:
HAIL is committed to its CSR activities and strongly believes that
helping out even in a small way, can bring about a difference in the
lives of many. Our commitment is on issues related to Health, Education
& Environment.
Some of the initiatives under CSR were as follows:
Education:
- Child Sponsorship Project at Kolwan Valley near Pune. Sponsorship for
health and education expenses for 50 students' upto standard 10 and
Sponsorship of 5 girl students for their engineering studies.
- Different programs were organized for teachers & Students from 1st to
7th class for Maths, Geography, Chemistry, vocational courses etc. at
various schools.
- Scholarship program for Contract labour children - 52 students were
sponsored for school fees, books & stationery.
Health:
- Conducted two programs and medical checkup camps in and around rural
areas near Pune for Health Awareness.
- Blood Donation camp were organized at different locations at Pune
during the year.
Environment:
- Tree plantations at 2 schools - 250 trees planted in the schools and
150 books were given to the school library to teach the students to
take care of plants. .
5. DIRECTORS:
As per the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. M.N. Bhagwat and Mr. S. Tedjarati,
retire by rotation and are eligible for reappointment.
6. MANAGEMENT DISCUSSION & ANALYSIS/CORPORATE GOVERNANCE REPORT:
In accordance with Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report and Corporate
Governance report are annexed and form part of the Directors Report.
7. CODE OF CONDUCT COMPLIANCE:
In accordance with Clause 49 of the Listing Agreement with the Stock
Exchanges, the declaration signed by the Managing Director affirming
compliance with the Code of Conduct by Directors and Senior Management,
for the Financial Year 2011 is annexed and forms part of the Corporate
Governance Report.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that -
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
b) They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit of the Company for that period;
c) They have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis.
9. AUDITORS:
M/s. Price Waterhouse & Co., the Statutory Auditors retire at the
forthcoming Annual General Meeting and are eligible for
reappointment. The Company has received the certificate from the
retiring auditors to the effect that the appointment, if made, will be
in accordance with the limits specified in Section 224(1-B) of the
Companies Act, 1956.
10. OTHER INFORMATION:
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 pertaining to
absorption of technology, foreign exchange earnings, is given as an
Annexure to this Report and forms part of it. As per provisions of
Section 219(1 )(b)(iv) of the Act, the Directors' Report and Accounts
are being sent to the shareholders excluding the statement giving
particulars of employees under Section 217(2A) of the Act. Any
Shareholder interested in obtaining a copy of the statement may write
to the Company Secretary at the Registered Office of the Company.
In line with the initiative taken by the Ministry of Corporate Affairs
("Ministry") allowing companies to send their Annual Reports
through electronic mode vide its recent circulars bearing no. 17/2011
dated 21.04.2011 and 18/2011 dated 29.04.2011, your Company has started
the facility to send the Annual Report to its shareholders through
electronic mode, to the registered email addresses of the shareholders.
We have received a response to this facility and would request more
shareholders to come forward and obtain the Annual Report over email
and contribute towards this Green Initiative.
11. ACKNOWLEDGEMENT:
The Board would like to place on record its appreciation and thanks to
all its employees for their dedication and contribution towards the
Company's performance. The Board also thanks its customers,
investors, vendors, regulatory authorities and bankers for their
business and support it has received from them.
For and on behalf of the Board
M. N. BHAGWAT
Gurgaon, February 9, 2012 Chairman
Registered Office:
56 & 57, Hadapsar Industrial Estate,
Pune 411 013
Dec 31, 2010
The Directors present the TWENTY-SEVENTH ANNUAL REPORT with the audited
statements of accounts of the Company for the year ended December 31,
2010.
1. FINANCIAL RESULTS :
Particulars Year ended Year ended
December 31, 2010 December 31, 2009
(Rs. in lacs) (Rs. in lacs)
Sales & Other Income 136377 118137
Operating Profit 15188 19446
Less: Interest 8 61
Depreciation 1290 1186
Profit for the year 13890 18199
Provision for tax 3655 5762
Deferred Tax Adjustment (270) (843)
PROFIT AFTER TAX 10505 13280
Profit brought forward from the previous
year 30908 19991
Profit available for appropriations 41413 33271
APPROPRIATIONS
General Reserve 1050 1328
Proposed Dividend 884 884
Tax on proposed dividend 147 150
BALANCE CARRIED FORWARD 39332 30909
2. DIVIDEND:
The Directors recommend a dividend @Rs.10/- per share for the financial
year 2010.
3. OPERATIONS:
The Management Discussion and Analysis Report annexed herewith provides
full details of operational performance and business analysis of these
business units.
- Honeywell Process Solutions (HPS) - business serves core industrial
sectors of Refining, Oil and Gas, Pulp and Paper, Metal and Cement etc.
- Honeywell Building Solutions (HBS) - business provides solutions and
services for facilities such as Commercial and Industrial Buildings, IT
and ITES industry, Hospitals, Hotels, Airports, Mass Rapid Transit
(MRT) etc.
- Environment and Combustion Control (ECC) - Through multi channels and
multiple brands, offers environmental and combustion products and
solutions to commercial, hospitality and industrial segments.
- Sensing and Control (S&C) - Products business provides various
sensors and switches to manufacturing and automobile industry. This
business serves primarily OEMs in various manufacturing industries such
as auto, medical instrumentation, IT, etc.
- Global Services (GS) - Addresses manufacturing and engineering
services needs of Honeywell along with some other non Honeywell
customers across the globe, leveraging the cost, skills and knowledge
arbitrage.
4. COMMUNITY DEVELOPMENT WORK:
Your Company, Honeywell Automation India Ltd. (HAIL) is committed to
its Corporate Social Responsibility (CSR) activities and strongly
believes that helping out even in a small way, can bring about a
difference in the lives of many. We focus our CSR activities on issues
related to health, education and environment.
HAIL has a dedicated CSR Committee staffed with employees volunteering
to dedicate time and commitment for this important initiative. Funding
for CSR activities is generated from both the Company and also
voluntary contributions from the employees through payroll. Multiple
CSR projects were undertaken this year. Major ones are listed below:
- Sponsoring 50 children from Kolwan Valley Mulshi Taluka in close
co-ordination with Sadhana Village - an NGO. This sponsorship aims at
providing academic support as well as health check up and medical
insurance to the villagers.
- HAIL continues to be associated with Aabha, an organization that
focuses on educating people in rural areas on the health aspect, once
again focusing on the Kolwan Valley with 10-12 villages benefiting from
these programs. This program aims towards educating the villagers on
general health and hygiene aspects.
- Health check up program with the help of B.J.Medical College, in
Gurukul - a centre for orphans situated in Veer, a small village near
Pune.
- With a focus on improving teaching skills, HAIL conducted a discovery
workshop to enhance skills of teachers to understand the principles of
Maths, Science and Geography. Teachers from 12 schools were covered
under this workshop, which was to empower and to catalyze children to
learn. This will help the students to develop interest in learning.
- The Company has also contributed to the Lila Poonavala Foundation for
the work it carries out in the field of education of women and building
women leaders and technical experts.
In addition to the above, HAIL employees also actively participate in
various initiatives through DISHA, an employee engagement program.
Projects undertaken this year through DISHA were:
- Teaching a structured syllabus to children with disability in a
school in Wanowrie, Pune. Employees visit the school on Saturday/Sunday
to teach children of standards 9 and 10, Creation of audio CDs for
standard 9 from which 5 schools for the visually impaired benefited,
Joy of giving week (collection of clothes, books, toys), Blood donation
drives, Tree Planting and Trekking - Clean up drives along the path
uphill.
5. DIRECTORS:
As per the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. S.L. Rao and Mr. Norman Gilsdorf,
retire by rotation and are eligible for reappointment.
6. MANAGEMENT DISCUSSION AND ANALYSIS/CORPORATE GOVERNANCE REPORT:
As per Clause 49 of the Listing Agreement with the Stock Exchanges,
Management Discussion and Analysis Report and Corporate Governance
report are annexed and form part of the Directors Report.
7. CODE OF CONDUCT COMPLIANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
declaration signed by the Managing Director affirming compliance with
the Code of Conduct by Directors and Senior Management, for the
Financial Year 2010 is annexed and forms part of the Directors Report.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that -
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
b) They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit of the Company for that period;
c) They have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis.
9. AUDITORS:
M/s. Price Waterhouse & Co., the Statutory Auditors retire at the
forthcoming Annual General Meeting and are eligible for reappointment.
The Company has received the certificate from the retiring auditors to
the effect that the appointment, if made, will be in accordance with
the limits specified in Section 224(1-B) of the Companies Act, 1956.
10. OTHER INFORMATION:
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 is given as
an Annexure to this Report and forms part of it.
As per provisions of Section 219(1)(b)(iv) of the Act, this Directors
Report and Accounts are being sent to the shareholders excluding the
statement giving particulars of employees under Section 217(2A) of the
Act. Any Shareholder interested in obtaining a copy of the statement
may write to the Company Secretary at the Registered Office of the
Company. The Annual Report and the statement under Section 217(2A) of
the Act is available for inspection at the Registered Office of the
Company during working hours for a period from March 28, 2011.
Information pertaining to absorption of technology, foreign exchange
earnings is given as an Annexure to this Report and forms part of it.
11. ACKNOWLEDGEMENT:
The Board would like to place on record its appreciation and thanks to
all its employees for their contribution. The Board also wishes to
acknowledge the support it has received from its investors, customers,
vendors, regulatory authorities and bankers.
For and on behalf of the Board
M. N. BHAGWAT
Mumbai, February 9, 2011 Chairman
Registered Office:
56 & 57, Hadapsar
Industrial Estate,
Pune411 013
Dec 31, 2009
The Directors present the TWENTY-SIXTH ANNUAL REPORT with the audited
statements of accounts of the Company for the year ended December 31,
2009.
1. FINANCIAL RESULTS :
Particulars Year ended Year ended
December 31, 2009 December 31, 2008
(Rs. in lacs) (Rs. in lacs)
Sales & Other Income 118137 101335
Operating Profit 19446 12691
Less: Interest 61 72
Depreciation 1186 852
Profit for the year 18199 11767
Provision for tax 5762 3986
Deferred Tax Adjustment (843) (404)
PROFIT AFTER TAX 13280 8185
Profit brought forward from
the previous year 19991 11806
Profit available for
appropriations 33271 19991
APPROPRIATIONS
General Reserve 1328 --
Proposed Dividend 884 --
Tax on proposed dividend 150 --
BALANCE CARRIED FORWARD 30909 19991
2. DIVIDEND:
Final dividend @Rs.10/- per share of Rs.10/- each was recommended by
the Board in their meeting held on February 1, 2010.
3. OPERATIONS:
The Management Discussion & Analysis Report annexed herewith provides
full details of operational performance and business analysis of these
business units.
- Honeywell Process Solutions (HPS) - Serves core industrial sectors of
Refining, Oil & Gas, Pulp & Paper, Metal and Cement etc.
- Honeywell Building Solutions (HBS) - Provides solutions and services
for facilities such as Commercial & Industrial Buildings, IT & ITES
industry, Hospitals, Hotels, Airports, Mass Rapid Transit (MRT) etc.
- Environment and Combustion Control (ECC) - Through multi channels and
multiple brands, offers environmental and combustion products and
solutions to commercial, hospitality and industrial segments.
- Sensing & Control (S&C) - Products business provides various sensors
and switches to manufacturing and automobile industry. This business
serves primarily OEMs in various manufacturing industries such as auto,
medical instrumentation, IT, etc.
- Exports Business Group (EBG) - Addresses manufacturing and
engineering services needs of Honeywell along with some other non
Honeywell customers across the globe, leveraging the cost, skills and
knowledge arbitrage.
4. COMMUNITY DEVELOPMENT WORK:
HAIL embarked upon the journey to bring a small difference to society
by focusing on - Health, Education & Environment through its club named
Disha, which is an employee engagement program. HAIL initiated
contributions from the employees through payroll and this funding has
given way to various CSR projects undertaken this year. HAIL has
continued to sponsor 50 children from Kolwan Valley in Mulshi Taluka in
close co-ordination with Sadhana Village, an NGO. This sponsorship
monitors child health and education. HAIL has worked with Aabha, an
organization that focuses on educating people in rural areas on the
health aspect, once again focusing on the Kolwan Valley.
HAIL has sponsored the construction of a new site Astitva Pratishthan,
which is a Residential Vocational School which can accommodate 25
students a year. This program teaches youth vocational courses and aims
at achieving development through educational system, imbibe a
scientific temper & awaken the hidden potential in youths. In addition
to this HAIL has sponsored 10 youths to attend this Diploma in Basic
Rural Technology in an already running school - Vigyan Aashram.
HAIL conducted a discovery workshop to enhance skills of teachers to
understand the principles of Mathematics, Science and Geography.
Teachers from 12 schools were covered under this workshop.
5. DIRECTORS:
As per the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. Gerard Willis and Mr. Shane Tedjarati,
retire by rotation and are eligible for reappointment. Mr. Vimal Kapur
has resigned as Managing Director pursuant to having accepted a new
role in Honeywell. The Board places on record its sincere appreciation
for the services rendered by him towards the success of this Company.
Mr. Anant Maheshwari has been appointed as an Additional Director and
Managing Director and he is eligible for re-appointment at this Annual
General Meeting.
6. MANAGEMENT DISCUSSION & ANALYSIS/CORPORATE GOVERNANCE REPORT:
As per Clause 49 of the Listing Agreement with the Stock Exchanges,
Management Discussion and Analysis Report and Corporate Governance
report are annexed and form part of the Directors Report.
7. CODE OF CONDUCT COMPLIANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
declaration signed by the Managing Director affirming compliance with
the Honeywell Code of Conduct by Directors and Senior Management, for
the Financial Year 2009 is annexed and forms part of the Directors
Report.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that -
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
b) They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit of the Company for that period;
c) They have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis.
9. AUDITORS:
M/s. Price Waterhouse & Co., the Statutory Auditors retire at the
forthcoming Annual General Meeting and are eligible for reappointment.
The Company has received the certificate from the retiring auditors to
the effect that the appointment, if made, will be in accordance with
the limits specified in Section 224(1-B) of the Companies Act, 1956.
10. OTHER INFORMATION:
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 pertaining to
absorption of technology, foreign exchange earnings, is given as an
Annexure to this Report and forms part of it. As per provisions of
Section 219(1 )(b)(iv) of the Act, the Directors Report and Accounts
are being sent to the shareholders excluding the statement giving
particulars of employees under Section 217(2A) of the Act. Any
Shareholder interested in obtaining a copy of the statement may write
to the Company Secretary at the Registered Office of the Company.
11. ACKNOWLEDGEMENT:
The Board would like to place on record its appreciation and thanks to
all its employees for their contribution. The Board also wishes to
acknowledge the support it has received from its investors, customers,
vendors, regulatory authorities and bankers.
For and on behalf of the Board
M. N. BHAGWAT
Pune, February 15, 2010 Chairman
Registered Office :
56 & 57, Hadapsar Industrial Estate,
Pune 411 013
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