Honeywell Automation India Ltd
Directors Reports
Dear Members,
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
( 'Rs 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 |
LessInterest |
396 |
549 |
(153) |
LessDepreciation |
5,189 |
5,246 |
(57) |
Profit before tax for the year |
59,126 |
45,762 |
13,364 |
LessIncome 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%.
Dividend
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.
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 Company's 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.
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 Company's 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 (DIN07585079) 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 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.
committees of the Board
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. 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.
DIRECTORS' 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 Directors' Report. A copy of the CSR Policy is available on the
Company's 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 |
' Rs.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 Auditors' 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 Auditors' 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 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.
• 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 2022-23. The report of the Secretarial Auditors is enclosed as Annexure - 2 of the
Directors' Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
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 of the Directors' 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 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 Company's 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
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
Rs'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.
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 of the Directors' 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 employee's 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 Directors' 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.
DIRECTORS' 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 Company's 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 of the Directors' 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.
Legal Compliance Reporting
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.
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.
Directors' 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.
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 Company's 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.
General Disclosures
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 Company's 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.
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
Pune, May 17, 2023
Registered office:
56 & 57, Hadapsar Industrial Estate,
Pune- 411 013, Maharashtra CIN:L29299PN1984PLC017951 Tel+91 20 7114 8888
EmailHAIL.InvestorServices@Honeywell.com Websitehttps://www.honevwell.com/in/en/hail
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