The Directors present the THIRTY SECOND ANNUAL REPORT with the audited
statements of accounts of the Company for the year ended March 31,2016.
1. FINANCIAL RESULTS: (Rs. in lacs)
Particulars Year ended Period ended
March 31, 2016 March 31, 2015*
Sales & Other Income 221,095 242,611
Operating Profit 23,742 23,454
Less: Interest 38 44
Depreciation 1,540 1,686
Profit for the year (Before
Exceptional Item) 22,164 21,724
Exceptional Item - 4,002
Profit for the year (After
Exceptional Item) 22,164 17,721
Provision for tax 8,490 7,684
Deferred Tax Adjustment 168 (1,382)
Deferred Tax Adjustment related
to earlier year (345)
PROFIT AFTER TAX 13,851 11,420
Profit brought forward from the
previous year 70,253 61,305
Profit available for appropriations 84,104 72,725
General Reserve 1,385 1,142
Proposed Dividend 884 1,105
Tax on proposed dividend 180 225
BALANCE CARRIED FORWARD 81,655 70,253
2014-15 represents a 15 month period.
Payment of final dividend @ Rs.10/- per equity share of Rs. 10/- each
was recommended by the Board in their meeting held on May 17,2016. The
dividend, if approved by the members at the ensuing Annual General
Meeting (AGM), will result in a total cash pay-out of Rs. 1,064 lacs
including dividend distribution tax.
3. TRANSFER TO RESERVES:
The Company proposes to transfer Rs.1,385 lacs to the General Reserve
out of the amount available for appropriation and an amount of Rs.
81,655 lacs is proposed to be retained in the Profit and Loss account.
The Management Discussion & Analysis Report annexed herewith provides
full details of operational performance and business analysis of the
following 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 Commercial & Industrial Buildings, IT & ITES industry, Hospitals,
Hotels, Airports etc.
- Environmental & Energy Solutions (E&ES) serves multiple brands
through channels and offers environmental and combustion products and
solutions to commercial, hospitality and industrial segments.
- Sensing & Productivity Solutions (S&PS) 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 - Global Services (GS) & Global Manufacturing (GM) addresses
manufacturing and engineering services needs of Honeywell along with
some other non-Honeywell customers across the globe, leveraging the
competitive advantage of cost, skills and knowledge.
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. In 2015- 16 the major part of the GS supporting Honeywell
Process Solutions has been sustained at Silver Level. The Global
Business Operations of HBS, achieved the feat of HOS Bronze
certification in June-2015 and is striving towards HOS silver
certification in 2016. Honeywell Airport Business,HBS, Pune completed
their HOS Bronze certification in Aug 2015.
6. HUMAN RESOURCES:
Honeywell is committed to hiring, developing and retaining the best
minds in the industry. The Company has key internal processes and
initiatives that support this vision. The Company has developed a
strong employee value proposition that focuses on key pillars of
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.
Talent management is a shared responsibility between business leaders
and the Human Resources function at Honeywell, enabling a strong focus
on succession planning for key roles and actively promoting internal
move to drive career growth. Talent management is supported by a strong
learning architecture that enables leadership and functional
development. This is supported by a Positive Employee Relations (PER)
strategy that aims to build an engaged and motivated workforce.
As on March 31,2016, the Company''s employee strength was 2930 as
compared to 2842 as on March 31,2015.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year, Mr. Surendra Rao resigned as the Chairman and
Independent Director w.e.f. the close of business hours of February
Mr. Suresh Senapaty was appointed as an Additional (Independent)
Director w.e.f. March 8, 2016 and holds office upto the forthcoming AGM
of the Company. Necessary resolution for appointment of Mr. Suresh
Senapaty as Independent Director has been included in the Notice
convening the AGM, and details of the proposal are mentioned in the
Annexure to the AGM Notice.
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 reappointment. The Board recommends her reappointment.
Ms. Sneha Padve resigned as the Company Secretary w.e.f. close of
business hours of May 4, 2015. Ms. Sangeet Hunjan was appointed as the
Company Secretary w.e.f. May 25,2015.
Mr. Vikas Chadha, Managing Director, Mr. Anurag Bhagania, Chief
Financial Officer (CFO) and Ms. Sangeet Hunjan, 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. Anurag Bhagania will be moving to a new role within Honeywell as
India Finance Leader.and hence tendered his resignation as CFO in the
Board Meeting held on May 17, 2016, to be effective June 26, 2016. Mr.
R. Ravichandran was appointed as the CFO (KMP) of the Company in the
Board Meeting of May 17, 2016 and his appointment will be effective
The Board places on record its appreciation of the valuable
contribution made by Mr. Surendra Rao, Ms. Sneha Padve and Mr. Anurag
8. 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.
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
t11. 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,
performance of its Committees as well as the directors individually.
The 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 31,2016 is given in Report on Corporate
Governance, which forms a part of this Report.
13. 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 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 ''Annexure
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 last AGM of the Company held on July 21, 2015, subject to
ratification of their appointment at every AGM.
A resolution seeking ratification of their appointment forms part of
the Notice of AGM.
The Notes on financial statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments. The
Auditors''Report does not contain any qualification, reservation
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 2015-16.
Your Company filed the Cost Audit Report for the financial period ended
March 31, 2015, duly audited by M/s C S Adawadkar & Co. ,Cost
Accountants, with the Ministry of Corporate Affairs within the
stipulated time period.
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, Practising Company Secretaries as Secretarial
Auditors of the Company for the financial year 2015-16. The report of
the Secretarial Auditors is enclosed as ''Annexure - 2'' 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, in the
prescribed Form AOC - 2 of Companies (Accounts) Rules, 2014 are
enclosed herewith as ''Annexure - 3''.
16. RISK MANAGEMENT POLICY
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.
17. COMPANY''S POLICY ON DIRECTORS''APPOINTMENT AND REMUNERATION
The Company''s policy on directors'' appointment and remuneration and
other matters provided in Section 178(3) of the Companies Act, 2013 is
enclosed herewith as ''Annexure - 4''.
18. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has established a vigil mechanism for its employees and
Directors and 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 Company''s 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
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 205C of the Companies Act, 1956 (Section 124
of the Companies Act, 2013), the unclaimed dividend amount aggregating
to Rs. 277,690/- lying with the Company for a period of seven years
pertaining to year ended on December 31,2007, was transferred during
the year 2015, to the Investor Education and Protection Fund
established by the Central Government.
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 ''Annexure - 8'' forming part of this report. Having
regard to the provisions of 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 and 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
The ratio of the remuneration of each director to the median employee''s
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 ''Annexure - 5'' - Statement of Disclosure of
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''. Senior employees and managers are required to complete
two-hour live training.
The Company has Internal Complaints Committee (ICC) established in
accordance with the aforesaid Act for addressing sexual harassment
No complaints on sexual harassment were 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 passed by the regulators
or courts or tribunals impacting the going concern status and Company''s
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 ''Annexure-6''.
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 herewith and form part of
the Directors 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
31. DIRECTORS'' 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 31,2016 and of the profit for the year April
1,2015 to March 31,2016;
(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
(d) the Directors have prepared the annual accounts on a going concern
(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.
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
Gurgaon, May 17, 2016 Chairman
56 & 57, Hadapsar Industrial Estate,
Pune 411 013