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Annual Report 2019-20

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Honeywell Automation India Limited CIN: L29299PN1984PLC017951 Regd. Office: 56 & 57, Hadapsar Industrial Estate, Pune - 411 013, Maharashtra Tel: +91 20 7114 8888 E-mail: [email protected] Website: https://www.honeywell.com/en-us/global/en-in/hail July 25, 2020 To To The Manager – Compliance Department The Manager – Compliance Department National Stock Exchange of India Limited BSE Limited ‘Exchange Plaza’ Bandra Kurla Complex, Floor 25, P.J.Tower, Dalal Street Bandra (East) Mumbai 400051 Mumbai 400001 NSE Symbol: HONAUT BSE Scrip Code: 517174 Dear Sir, Sub: Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 - Electronic copy of the Notice of the 36th Annual General Meeting (AGM) and the Annual Report of Honeywell Automation India Limited for the financial year 2019-20 This is further to our letter dated July 17, 2020 wherein the Company had informed that the Annual General Meeting (AGM) of the Company is scheduled to be held on Tuesday, August 18, 2020 at 4.00 p.m. (IST) through Video Conference / Other Audio-Visual Means, in accordance, with the relevant circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI). In terms of the requirements of Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company including the Business Responsibility Report and the Notice of AGM for the financial year 2019-20, which is also being sent through electronic mode to the Members. The Annual Report containing the Notice of Annual General Meeting is also uploaded on the Company’s website at https://www.honeywell.com/en-us/global/en-in/hail You are requested to kindly take the above information on record. Yours Sincerely, For Honeywell Automation India Limited Farah Irani Company Secretary Encl: A/a HONEYWELL AUTOMATION INDIA LIMITED 2019-20 Annual Report Honeywell Automation India Limited Annual Report 2019-20 Board of Directors (As on May 22, 2020) Contents Mr. Suresh Senapaty (Chairman & Independent Director) Notice ...............................................2-15 Ms. Neera Saggi (Independent Director) Board’s Report ................................16-45 Mr. Ashish Gaikwad (Managing Director) Management Discussion Mr. Akshay Bellare (Director) & Analysis Report ............................46-52 Mr. Ashish Modi (Director) Corporate Governance Report .......53-73 Business Responsibility Report .......74-86 Mr. Davies Walker (Director) Independent Auditor's Report..........87-97 Balance Sheet ......................................98 Senior Management Team (As on May 22, 2020) Statement of Profit and Loss ................99 Mr. Ashish Gaikwad Head – Process Solutions Statement of Cash Flow...............100-101 Mr. Ritwij Kulkarni Head – Building Solutions Statement of Changes in Equity ..........102 Mr. Rahul Sharma Head – Global Services Notes 1 to 39 ...............................103-150 Mr. Gajanan Lahane Head – Global Manufacturing Mr. Hemant Khattar Building Management System Leader Mr. Girish Karhadkar Sensing & IOT Leader Mr. Amit Tantia Chief Financial Officer Mr. Amit Pandey Head – Legal Mr. Mahesh Joshi Head – Human Resources Mr. Nikhil Thakkar Head – Audit & Internal Controls Company Secretary Ms. Farah Irani Registrar & Transfer Agent: Auditors Bankers TSR Darashaw Consultants Pvt. Ltd. Deloitte Haskins & Sells LLP Citibank N. A. (Previously TSR Darashaw Ltd.) Chartered Accountants 6-10, Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011. Email: [email protected] Website: http://www.tsrdarashaw.com Registered Office: 56 & 57, Hadapsar Industrial Estate, Pune – 411 013, Maharashtra CIN: L29299PN1984PLC017951 Tel: +91 20 7114 8888 Email: [email protected] Website: https://www.honeywell.com/en-us/global/en-in/hail 1 Notice Honeywell Automation India Limited Annual Report 2019-20 NOTICE is hereby given that the THIRTY SIXTH ANNUAL GENERAL MEETING (AGM) of HONEYWELL AUTOMATION INDIA LIMITED will be held on Tuesday, August 18, 2020 at 4.00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business. ORDINARY BUSINESS: 1. To receive, consider, and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2020, together with the Reports of the Board of Directors and the Auditors thereon. 2. To declare final dividend of INR 75/- per equity share for the financial year 2019-20. 3. To consider appointing a Director in place of Mr. Ashish Gaikwad (DIN: 07585079) who retires by rotation and being eligible offers himself for re-appointment. 4. To re-appoint Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company for a further term of 5 years To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), be and are hereby appointed as the Statutory Auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of this Annual General Meeting till the conclusion of the 41st Annual General Meeting, at such remuneration as may be recommended/approved by the Audit Committee/Board of Directors of the Company from time to time. SPECIAL BUSINESS: 5. To approve appointment of Mr. Akshay Bellare as a Director of the Company. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152, and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder and pursuant to the recommendation of the Nomination and Remuneration Committee and approval accorded by the Board of Directors of the Company, Mr. Akshay Bellare (DIN: 07914236), who was appointed by the Board of Directors as an Additional (Non-Executive) Director of the Company with effect from October 22, 2019, and who holds office upto the date of this Annual General Meeting, in terms of Section 161 of the Act, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 6. To approve appointment of Mr. Ashish Modi as a Director of the Company. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152, and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder and pursuant to the recommendation of the Nomination and Remuneration Committee and approval accorded by the Board of Directors of the Company, Mr. Ashish Modi (DIN: 07680512), who was appointed by the Board of Directors as an Additional (Non-Executive) Director of the Company with effect from October 22, 2019, and who holds office upto the date of this Annual General Meeting, in terms of Section 161 of the Act, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 2 Notice Honeywell Automation India Limited Annual Report 2019-20 7. To approve appointment of Mr. Davies Walker as a Director of the Company. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152, and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder and pursuant to the recommendation of the Nomination and Remuneration Committee and approval accorded by the Board of Directors of the Company, Mr. Davies Walker (DIN: 08737978), who was appointed by the Board of Directors as an Additional (Non-Executive) Director of the Company with effect from May 13, 2020, and who holds office upto the date of this Annual General Meeting, in terms of Section 161 of the Act, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 8. To amend the Articles of Association of the Company. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the (i) provisions of Sections 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules and regulations made thereunder (“Companies Act”) including any amendment, re-enactment or statutory modification thereof and such other statutes, notifications, circulars, rules and regulations as may be applicable and relevant, each as amended, modified or restated, (ii) the approval of the Board of Directors of the Company (“Board”) on May 22, 2020 and subject to such approvals, permissions, consents and sanctions, as may be required from any regulatory authority, if applicable, and further subject to such conditions and modifications as may be prescribed by such regulatory authority while granting such approvals, consents, permissions and sanctions, and which may be agreed to by the Board, the new set of draft articles of association of the Company in conformity with the provisions of the Companies Act, be and
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