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Honeywell Automation Directors Report, Honeywell Autom Reports by Directors
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Honeywell Automation

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Directors Report Year End : Mar '16    « Mar 15
Dear Members,
 
 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 
 
 APPROPRIATIONS
 
 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.
 
 2.  DIVIDEND:
 
 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.
 
 4.  OPERATIONS:
 
 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
 12,2016.
 
 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
 June 27,2016.
 
 The Board places on record its appreciation of the valuable
 contribution made by Mr. Surendra Rao, Ms. Sneha Padve and Mr.  Anurag
 Bhagania.
 
 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
 -1''.
 
 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 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
 oradverse 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 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.
 
 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, 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
 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 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
 Company''s website.
 
 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
 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''.  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
 incidents.
 
 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
 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 ''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
 ''Annexure-7''.
 
 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
 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.
 
 32.  ACKNOWLEDGEMENT:
 
 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
 
                                                      Suresh Senapaty
 
 Gurgaon, May 17, 2016                                       Chairman
 
                                                         DIN:00018711
 
 Registered Office:
 
 56 & 57, Hadapsar Industrial Estate, 
 
 Pune 411 013
Source : Dion Global Solutions Limited
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