Otis Elevator Company (India) Limited 92, KIADB Industrial Estate Phase II, Auditors Jigani Industrial Area Anekal Taluk, Bengaluru - 560 105 M/S
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CORPORATE INFORMATION Registered Ofce & Head Ofce Bankers 9th Floor, Magnus Towers, Citibank N. A. Mindspace, Link Road, Malad (West), Standard Chartered Bank Mumbai - 400 064 Maharashtra Deutsche Bank Tel: 91-22-2844 9700/ 66795151 Fax: 91-22-2844 9791 HDFC Bank Limited CIN: U29150MH1953PLC009158 Canara Bank www.otis.com Bank of America Manufacturing Facility State Bank of India Otis Elevator Company (India) Limited 92, KIADB Industrial Estate Phase II, Auditors Jigani Industrial Area Anekal Taluk, Bengaluru - 560 105 M/s. BSR & Co. LLP Chartered Accountants National Service Centre 'Sai Dhara', Block D2, Warehouse No. 3 & 4, Mumbai-Nashik Highway (NH3), Opp. R.K Petrol Pump, Cost Auditors Next to Shangrila Resort, Kuksha Village, M/s. Kishore Bhatia & Associates Bhiwandi - 421 302 Cost Accountants Dist: Thane. Regional Ofces 9th Floor, Magnus Towers, Mindspace, Link Road, Secretarial Auditors Malad (West), M/s. JSP Associates Mumbai - 400 064 Company Secretary Maharashtra Otis Elevator Company (India) Limited Victoria Park, Level 2, Block: GN, Plot no. 37/2, Sector V, Salt Lake, Kolkata - 700 091 Registrar & Share Transfer Agents st Unit Nos. 171, 172, 173 on 1 Floor, Link Intime India Pvt Ltd. nd Unit Nos. 271 and 272 on 2 Floor, C 101, 247 Park, L.B.S Marg, Aggarwal Cyber Plaza - II, Vikhroli (West), Plot No C-7, Netaji Subhash Place, Mumbai – 400 083, Maharashtra Pitampura, Delhi - 110 034 Tel.: 91-22-49186270 Otis House, MK Towers, Fax: 91-22-49186060 #27, Langford Road, Shanti Nagar, Bengaluru - 560 027 Email: [email protected] Website: www.linkintime.co.in BOARD OF DIRECTORS CONTENTS Sebi Joseph - Managing Director P. S. Dasgupta - Independent Director Notice 03 Anil Vaish - Independent Director Suma P N - Whole-time Director Bharatkumar Nayak - Additional Director Directors’ Report & Annexures 12 Standalone Financial Statements CHIEF FINANCIAL OFFICER Bharatkumar Nayak Independent Auditor’s Report 29 COMPANY SECRETARY Balance Sheet 36 Harish Iyer Statement of Profit and Loss 37 AUDIT COMMITTEE P. S. Dasgupta - Chairman Cash Flow Statement 38 Sebi Joseph - Member Anil Vaish - Member Notes forming a part of the Financial Statements 41 CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Consolidated Financial Statements Sebi Joseph - Chairman Suma P N - Member P. S. Dasgupta - Member Independent Auditors’ Report 83 Balance Sheet 88 NOMINATION AND REMUNERATION COMMITTEE Statement of Profit and Loss 89 P. S. Dasgupta - Chairman Sebi Joseph - Member Anil Vaish - Member Cash Flow Statement 90 Notes forming a part of the Consolidated Financial Statements 93 STAKEHOLDERS RELATIONSHIP COMMITTEE Anil Vaish - Chairman Statement in Form AOC-1 related to Sebi Joseph - Member Subsidiary Companies / Associate Suma P N - Member Companies / Joint Ventures 141 1 2 NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the SIXTY SIXTH ANNUAL Managing Director and he shall not be paid any sitting fees GENERAL MEETING of the shareholders of OTIS ELEVATOR for attending meetings of the Board of Directors or COMPANY (INDIA) LIMITED will be held on Wednesday, Committees thereof; O c t o b e r 1 4 , 2 0 2 0 , a t 1 1 : 0 0 a m t h r o u g h v i d e o conferencing/audio visual means at 9th Floor, Magnus Towers, RESOLVED FURTHER THAT notwithstanding anything Mindspace, Malad Link Road, Malad (W), Mumbai 400 064, to the contrary herein contained, where in any financial Maharashtra (deemed place of meeting) to transact the year during the currency of his tenure, in the event of loss following business: or inadequacy of profits, the Company will pay remuneration within the limits specified in the Schedule V ORDINARY BUSINESS and any other applicable provisions, if any, of the Act read with the Rules framed thereunder (including any 1. To receive, consider and adopt: amendment, modification, variation or re-enactment thereof); a. The Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, RESOLVED FURTHER THAT the remuneration payable 2020 together with the reports of the Board of to the Managing Director shall not exceed the overall Directors and Auditors thereon; and ceiling of the total managerial remuneration as provided under Section 197 of the Companies Act, 2013 or any b. The Audited Consolidated Financial Statements of such other limits as may be prescribed from time to time; the Company for the Financial Year ended March 31, 2020 together with the report of the Auditors RESOLVED FURTHER THAT all other terms and thereon. conditions of his employment, including incentive payment, will be governed by his appointment letter 2. To appoint a Director in place of Mr. Sebi Joseph (DIN: already issued to him and the relevant Company policies; 05221403) Managing Director who retires by rotation at this meeting and being eligible, offers himself for re- RESOLVED FURTHER THAT any one Director, Chief appointment. Financial Officer and Company Secretary of the Company, be and are hereby severally authorised to take such steps SPECIAL BUSINESS and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution.” 3. To reappoint Mr. Sebi Joseph (DIN: 05221403) as a Managing Director, and if thought fit, pass the resolution 4. To consider and recommend for appointment of as Ordinary Resolution. Mr.Bharatkumar Sanjiva Nayak (DIN: 01919252) as Whole time Director. “RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 & 203 of the Companies Act 2013 (“Act”) “RESOLVED THAT pursuant to the provisions of read with Schedule V and Rules framed thereunder and Sections 196, 197, 198 & 203 and other applicable any other applicable provisions, if any, of the said Act provisions of the Companies Act, 2013 ( “Act”) read with (including any amendment, modification, variation or re- Schedule V and the Rules made thereunder (including any enactment thereof), and Articles of Association of the statutory modification or re-enactment thereof) and Company and necessary approvals, if any, as may be Articles of Association of the Company, approval of the required, the approval of the members be and is hereby members of the Company be and is hereby accorded to accorded for the re-appointment of Mr. Sebi Joseph the appointment of Mr.Bharatkumar Sanjiva Nayak (DIN: (DIN:05221403) as the Managing Director of the 01919252), as Whole-time Director of the Company for a Company for a further period of 3 (three) years with effect term of three years with effect from October 14, 2020 to from March 16, 2021 to March 15, 2024 upon payment of October 14, 2023 and liable to retire by rotation, upon remuneration per annum, not exceeding 5% (five percent) payment of remuneration per annum, not exceeding 5% of the net profits of the Company computed under Section (five percent) of the net profits of the Company computed 198 of the Act and as may be permitted under other related under Section 198 of the Act and as may be permitted provisions, if any, of the Act read with the Rules framed under other related provisions, if any, of the Act read with thereunder, from time to time, within the above stated limit, the Rules framed thereunder, from time to time, within the during the aforesaid period on the terms and conditions of above stated limit, during the aforesaid period on the his appointment, as recommended by the Nomination and ter ms and conditions of his appointment, as Remuneration Committee and approved by the Board of recommended by the Nomination and Remuneration Directors at their meeting held on September 09, 2020 and Committee and approved by the Board of Directors at in this regard authorize the Board of Directors including their meeting held on September 09, 2020 and in this the Nomination and Remuneration Committee of the regard authorize the Board of Directors including the Board to alter and vary the remuneration as it may deem fit Nomination and Remuneration Committee of the Board to and to fix the quantum, composition and periodicity of the alter and vary the remuneration as it may deem fit and to fix remuneration payable to the said Managing Director the quantum, composition and periodicity of the subject however that the annual remuneration does not remuneration payable to Mr.Bharatkumar Sanjiva Nayak exceed the limit approved hereinbefore; (DIN: 01919252) subject however that the annual remuneration does not exceed the limit approved RESOLVED FURTHER THAT the Company in hereinbefore; accordance with its policy will meet all the approved expenses in connection with the duties exercised by Mr. Sebi Joseph (DIN:05221403) in the capacity of a 3 Annual Report 2019 - 2020 NOTICE OF ANNUAL GENERAL MEETING RESOLVED FURTHER THAT the Company in expenses in connection with the duties exercised by Ms. accordance with its policy will meet all the approved Suma Puthan Naduvakkat (DIN: 05350680), in the expenses in connection with the duties exercised by capacity of a Whole-time Director and she shall not be paid Mr.Bharatkumar Sanjiva Nayak (DIN: 01919252), in the any sitting fees for attending meetings of the Board of capacity of a Whole-time Director and he shall not be paid Directors or Committees thereof; any sitting fees for attending meetings of the Board of Directors or Committees thereof; RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained, where in any financial RESOLVED FURTHER THAT notwithstanding anything year during the currency of her tenure, in the event of loss to the contrary herein contained, where in any financial or inadequacy of profits, the Company will pay year during the currency of his tenure, in the event of loss remuneration within the limits specified in the Schedule V or inadequacy of profits, the Company will pay and any other applicable provisions, if any, of the Act read remuneration within the limits specified in the Schedule V with the Rules framed thereunder (including any and any other applicable provisions, if any, of the Act read amendment, modification, variation or re-enactment with the Rules framed thereunder (including any thereof); amendment, modification, variation or re-enactment thereof); RESOLVED FURTHER THAT the remuneration payable to Ms.