The Directors present the TWENTY-NINTH ANNUAL REPORT with the audited
statements of accounts of the Company for the year ended December 31,
1. FINANCIAL RESULTS:
Particulars Year ended Year ended
31, 2012 December
(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
General Reserve 852 1071
Proposed Dividend 884 884
Tax on proposed dividend 143 143
BALANCE CARRIED FORWARD 54585 47947
Final dividend @Rs.10/- per share of Rs.10/- each was recommended by
the Board in their meeting held on February 6, 2013.
The Management Discussion & Analysis Report annexed herewith provides
full details of operational performance and business analysis of these
· 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)
· 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
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
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
· 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
· 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.
· Various treks were organized. A Cycle rally was held to spread the
message of Go green & to promote cycling for a healthy life style.
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
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.
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.
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
Pune, February 6, 2013 Chairman
56 & 57, Hadapsar
Pune 411 013.