Honeywell ED&S - MK Electric · 2016-08-16 · Notice is hereby given that the Thirtieth Annual...

2014-2015Annual Report

Electrical Devices and Systems India Limited

Vik

ram

Pri

nter

s P

vt. L

td.

3rd & 4th Floor, Dowlath Towers, Taylors Road, Kilpauk, Chennai – 600010


, 66085600

, 66085600



2

Notice

Notice is hereby given that the Thirtieth Annual General Meeting of the Members of Honeywell Electrical Devices and

Systems India Limited will be held on Wednesday, December 23, 2015 at the registered office of the Company at 3rd & 4th

Floor, Dowlath Towers, Taylors Road, Kilpauk, Chennai – 600010 at 10.00 AM to transact the following business:

ORDINARY BUSINESS:

Item no. 1 – Adoption of accounts

To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2015,

the Reports of the Directors and Auditors thereon.

Item no. 2 – Appointment of Auditors

To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY

RESOLUTION

“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies

(Audit & Auditors) Rules, 2014, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.

117366W/W-100018), be and are hereby appointed Statutory Auditors of the Company to hold office for a period of 5

years; from the conclusion of this Annual General Meeting up to the conclusion of the Sixth following Annual General

Meeting to conduct statutory audit for the financial years from 2015-2016 to 2019-2020.”

RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby, authorised to negotiate the

terms of appointment and remuneration with Deloitte Haskins & Sells LLP and do all such acts, matters and things

and execute all such deeds, letters and other writings and file all such forms and documents with the Registrar of

Companies and other government, non-government authorities as may be necessary in this regard.”

SPECIAL BUSINESS:

Item no. 3 – Appointment of Mr. Rohit Bansal as WHOLE TIME DIRECTOR

To consider and if thought fit to pass the following resolution with or without modification(s), the following resolution

as a SPECIAL RESOLUTION:

RESOLVED THAT pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013 and the Rules

made thereunder(including any statutory modification(s) or re-enactment thereof for the time being in force), Mr.

Rohit Bansal (DIN No. 07152089), who was appointed as an Additional Director of the Company by the Board of

Directors with effect from April 30, 2015 and who holds office until the date of the Annual General Meeting, in terms of

Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from

Mr. Rohit Bansal under Section 160 of the Companies Act, 2013 along with a deposit of Rs.1,00,000/-, signifying his

intention as a candidate for the office of a director of the Company, be and is hereby appointed as a director of the

Company.

RESOLVED FURTHER that pursuant to the provisions of Sections 196 and 197, Schedule V and other applicable

provisions of the Companies Act, 2013, the approval of the Company be and is hereby accorded for the appointment

of Mr. Rohit Bansal, as a Whole-time director of the Company for a period of five years, with effect from April 30, 2015

on such terms and conditions as agreed with the Company.

RESOLVED FURTHER THAT pursuant to the provisions of section 197 and 203 read with Schedule V of the

Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory

modification or re-enactment thereof for time being in force) and subject to the approval of Central Government, if

required, the consent of the members, be and is hereby accorded to the payment of remuneration to Mr. Rohit

Honeywell Electrical Devices and Systems India Ltd.Annual Report 2014-2015

3

Notice (contd.)

Bansal, Whole-time Director of the Company with effect from April 30, 2015 consisting of Basic pay, HRA, Other

allowances, and Employer PF contributions aggregating to Rs.7,64,613/- per month and subject to such increase

from time to time as may be mutually agreed between the Board and Mr. Rohit Bansal up to a maximum period of

three years.

RESOLVED FURTHER THAT Mr. Rohit Bansal, Whole-time Director shall be entitled for the reimbursement of

actual entertainment, traveling, boarding, and lodging expenses and such other expenses incurred by him in

connection with the Company's business.

RESOLVED FURTHER THAT notwithstanding anything herein above stated where in any financial year during the

tenure of Mr. Rohit Bansal as a Whole-time director of the Company, the Company incurs a loss or its profits are

inadequate, the Company shall pay Mr. Rohit Bansal the above remuneration by way of salary, bonus and other

allowances as a minimum remuneration but not exceeding the limits specified under Section II of Part II of Schedule

V to the Companies Act, 2013, or such other limits as may be prescribed by Board of Directors who are hereby

authorized to alter and vary the terms and conditions of appointment and / or remuneration, subject to the same not

exceeding the limits specified under Section 197, read with Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such

acts, deeds, matters and things as in its absolute discretion it may consider necessary, expedient or desirable and to

settle any question or doubt that may arise in relation thereto and the Board shall have absolute power to decide

breakup of the remuneration and in order to give effect to the forgoing resolution, or as may be otherwise considered

by it to be in the best interest of the Company.”

Item no. 4 – Appointment of Ms. Neelu Khatri as Director:

To consider and if thought fit to pass, with or without modification(s), the following resolution as ORDINARY

RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013 and the Rules

made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms.

Neelu Khatri (DIN No. 07152087), who was appointed as an Additional Director of the Company on April 30, 2015

pursuant to the provisions of Section 161 and all other applicable provisions of the Companies Act, 2013 and who

holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a

Notice in writing from Ms. Neelu Khatri under Section 160 of the Companies Act, 2013 along with a deposit of

Rs.1,00,000/-, proposing her candidature for the office of Director of the Company, be and is hereby appointed as a

Director of the Company whose period of office shall be determinable by retirement of Directors by rotation.


acts, deeds, matters and things as are incidental thereto or as may be deemed necessary to give effect to this

resolution.”

Item no. 5 – Appointment of Mr. Vinayak Kashinath Deshpande as Independent Director:


RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act,

2013 and the Rules made thereunder, (including any statutory modification(s) or re-enactment thereof for the time

being in force) Mr. Vinayak Kashinath Deshpande (DIN No. 00036827) who was appointed as an Additional Director


4

Notice (contd.)

of the Company on March 30, 2015 pursuant to the provisions of Section 161 and all other applicable provisions of

the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting and in respect of whom

the Company has received a Notice in writing under Section 160, along with a deposit of Rs.1,00,000/-, proposing his

candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the

Company to hold the office for a period of 5 years with effect from the date of this meeting and that he shall not be

liable to retire by rotation.



resolution.”

Item no. 6 – Appointment of Mr. Inder Jeet Singh as Independent Director:


RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act,

2013 and the Rules made thereunder, (including any statutory modification(s) or re-enactment thereof for the time

being in force) Mr. Inder Jeet Singh (DIN No. 06377336) who was appointed as an Additional Director of the

Company on March 30, 2015 pursuant to the provisions of Section 161 and all other applicable provisions of the

Companies Act, 2013 and who holds office up to the date of this Annual General Meeting and in respect of whom the

Company has received a Notice in writing under Section 160, along with a deposit of Rs.1,00,000/-, proposing his

candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the

Company to hold the office for a period of 5 years with effect from the date of this meeting and that he shall not be

liable to retire by rotation.



resolution.”

Item no. 7 – Appointment of Ms. Chan Chee Leong as Director:


RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013 and the Rules

made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr.

Chan Chee Leong (DIN No. 07245628), who was appointed as an Additional Director of the Company on August 28,

2015 pursuant to the provisions of Section 161 and all other applicable provisions of the Companies Act, 2013 and

who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a

Notice in writing under Section 160, along with a deposit of Rs.1,00,000/-, proposing his candidature for the office of

Director of the Company, be and is hereby appointed as an Director of the Company whose period of office shall

be determinable by retirement of Directors by rotation.



resolution.”


5

Notice (contd.)

Item no. 8 – Ratification of Remuneration of Cost Auditors:

To consider and if thought fit to pass with or without modification(s) the following resolution as ORDINARY

RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the

Companies Act, 2013 and the Rules made thereunder, the remuneration payable to M/s. C.S. Adawadkar & Co; Cost

Accountant having Membership No. M-22758, appointed by the Board of Directors as Cost Auditors to conduct the

audit of the cost records of the Company for the financial year ending March 31, 2016, amounting to Rs.1,75,000/-

(Rupees One Lac Seventy Five Thousand only) as also the payment of service tax as applicable and re-

imbursement of out of pocket expenses incurred in connection with the aforesaid audit, be and is hereby ratified and

confirmed.”

RESOLVED FURTHER THAT any Directors of the Company be and are hereby severally authorized to do all such

acts, deeds and things, and to execute all such deeds, documents, writings as it may in its absolute discretion deem

necessary or incidental and pay such fees, etc. and incur such expenses in relation thereto as it may deem

appropriate for giving effect to this resolution including but not limited to filing of necessary forms and documents with

statutory authorities and with any other regulatory authorities, as may be required.”

Item no. 9 – Waiver of excess remuneration paid to Mr. Sadanand Vitthal Teje

To consider and if thought fit to pass, with or without modification, the following resolution as SPECIAL

RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 197(10) of the Companies Act, 2013 and such other

applicable provisions of the Act, if any, approval of the members is be and hereby accorded subject to the approval of

the Central Government,for waiver of the recovery of excess remuneration of Rs.1,07,69,915/- paid to Mr. Sadanand

Vitthal Teje ,Managing Director of the company, which is in excess of the amount of Rs. 84,00,000/-allowed to be

paid in case of inadequacy of profits during the financial year to a Managerial Person pursuant to the provisions of

Section 197 read with Schedule V of the Companies Act, 2013,towards salary and allowances during the period

commencing from April 1, 2014 and ending on March 31, 2015.


acts, deeds, matters and things as in its absolute discretion to give effect to the above resolution and to settle any

question or doubt that may arise in relation thereto and the Board shall have absolute power to give effect to the

forgoing resolution, or as may be otherwise considered by it to be in the best interest of the Company.

RESOLVED FURTHER THAT the Board of Directors of the company be and are hereby authorized to take such

steps including filing of necessary forms with the Central Government for obtaining necessary approvals as may be

necessary and desirable to give effect to this resolution.”

Item no. 10 – Waiver of excess remuneration paid to Mr. Balakrishnan Radha Brahmaputhran


RESOLUTION:



the Central Government, for waiver of the recovery of excess remuneration of Rs. 8,21,465/-paid to Mr. Balakrishnan

Radha Brahmaputhran, Whole-Time-Director of the company, which is in excess of the amount of Rs.21,00,000/-


6

Notice (contd.)

allowed to be paid in case of inadequacy of profits during the financial year to a Managerial Person pursuant to the

provisions of Section 197 read with Schedule V of the Companies Act, 2013,towards salary and allowances during

the period commencing from April 1, 2014 and ending on March 31, 2015.








Item no. 11 – Waiver of excess remuneration paid to Mr. Anil Rama Chandra Kini


RESOLUTION:



the Central Government, for waiver of the recovery of excess remuneration of Rs. 13,29,993/-paid to Mr. Anil

Ramchandra Kini, Whole-Time-Director of the company, which is in excess of the amount of Rs. 24,50,000/-allowed

to be paid in case of inadequacy of profits during the financial year to a Managerial Person pursuant to the provisions

of provisions of Section 197 read with Schedule V of the Companies Act, 2013,towards salary and allowances during

the period commencing from April 1, 2014 and ending on March 31, 2015.








October 15, 2015

Pune

For and on behalf of Honeywell Electrical

Devices and Systems India Limited

Rohit Bansal

Whole-time Director

DIN-07152089


7

Notice (contd.)

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING AND THE PROXY NEED NOT BE A MEMBER OF

THE COMPANY

2. The instrument appointing the proxy must be deposited at the registered office of the Company not less than 48

hours before the commencement of the meeting.

3. Members / proxies should bring duly filled Attendance Slips sent herewith to attend the meeting.

4. The Register of Directors' Shareholding, maintained under Section 170 of the Companies Act, 2013, will be available

for inspection by the members at the ANNUAL GENERAL MEETING.

5. The Register of Contracts, maintained under Section 189 of the Companies Act, 2013, will be available for inspection

by the members at the registered office of the Company.

6. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item no. 3

The Board, appointed Mr. Rohit Bansal as an Additional Director of the Company on April 30, 2015, pursuant to Section 161

of the Companies Act, 2013

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Rohit Bansal will hold office up to the date of the

ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of the

Companies Act, 2013, from the Director (Mr. Rohit Bansal) along with a deposit of Rs.1,00,000/- proposing his candidature

for the office of Director.

The Company has received from Mr. Rohit Bansal (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of

Companies (Appointment & Qualification of Directors) Rules 2014, and (ii) intimation in Form DIR-8 in terms of Companies

(Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of

Section 164 of the Companies Act, 2013.

Further, the Board also appointed (subject to the approval of members in the general meeting), Mr. Rohit Bansal as a

Whole-time director of the Company for a period of five years commencing April 30, 2015.

The resolution seeks the approval of the members in terms of Sections 196 and 197 read with Schedule V and other

applicable provisions of the Companies Act, 2013, and the Rules made thereunder for the appointment of Mr. Rohit Bansal

as a Whole-time Director for a period of five years commencing April 30, 2015 and payment of remuneration which is

subject to approval of Central Government, as may be required.

No director or their relatives, except Mr. Rohit Bansal, to whom the resolution relates, is interested or concerned in the

resolution.

The Board recommends the resolution set forth in Item No. 3 for the approval of the members.

Item no. 4:

The Board, appointed Ms. Neelu Khatri as an Additional Director of the Company on April 30, 2015 pursuant to Section 161

of the Companies Act, 2013

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Neelu Khatri will hold office up to the date of the

ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of the


8

Notice (contd.)

Companies Act, 2013, from the Director (Ms. Neelu Khatri) along with a deposit of Rs.1,00,000/- proposing her candidature

for the office of Director.

The Company has received from Ms. Neelu Khatri (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of

Companies (Appointment & Qualification of Directors) Rules 2014, and (ii) intimation in Form DIR-8 in terms of Companies

(Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified under sub-section (2) of

Section 164 of the Companies Act, 2013. Further, the Board also appointed (subject to the approval of members in the

general meeting), Ms. Neelu Khatri as a Non-Executive Director of the Company for a period of five years commencing April

30, 2015.

No director or their relatives, except Ms. Neelu Khatri, to whom the resolution relates, is interested or concerned in the

resolution.


Item no.5:

The Board, appointed Mr. Vinayak Kashinath Deshpande as an Additional Director of the Company on March 30, 2015,

pursuant to Section 161 of the Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Vinayak Kashinath Deshpande will hold office up

to the date of the ensuing Annual General Meeting. The Company has received notice in writing under the provisions of

Section 160 of the Companies Act, 2013, along with a deposit of Rs.1,00,000/- proposing his candidature for the office of

Director.

Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an

independent director on its Board. As per the said Section 149, an independent director can hold office for two terms each of

5 (five) consecutive years on the Board of the company and he shall not be included in the total number of directors for

retirement by rotation.

The company has received a declaration from Mr. Vinayak Kashinath Deshpande that he meets with the criteria of

independence as prescribed under sub-section (6) of Section 149 of the Act.

No director or their relatives, except Mr. Vinayak Kashinath Deshpande, to whom the resolution relates, is interested or

concerned in the resolution.


Item no. 6:

The Board, appointed Mr. Inder Jeet Singh as an Additional Director of the Company on March 30, 2015 pursuant to

Section 161 of the Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Inder Jeet Singh will hold office up to the date of

the ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of

the Companies Act, 2013, along with a deposit of Rs.1,00,000/- proposing his candidature for the office of Director.

Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an

independent director on its Board. As per the said Section 149, an independent director can hold office for two terms each of

5 (five) consecutive years on the Board of the company and he shall not be included in the total number of directors for

retirement by rotation.

The company has received a declaration from Mr. Inder Jeet Singh that he meets with the criteria of independence as

prescribed under sub-section (6) of Section 149 of the Act.


9

Notice (contd.)

No director or their relatives, except Mr. Inder Jeet Singh, to whom the resolution relates, is interested or concerned in the

resolution.


Item no. 7:

The Board, appointed Mr. Chan Chee Leong as an Additional Director of the Company on August 28, 2015 pursuant to

Section 161 of the Companies Act, 2013

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Chan Chee Leong will hold office up to the date

of the ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of

the Companies Act, 2013, along with a deposit of Rs.1,00,000/- proposing his candidature for the office of Director.

The Company has received from Mr. Chan Chee Leong (i) consent in writing to act as director in Form DIR-2 pursuant to

Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, and (ii) intimation in Form DIR-8 in terms of

Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-

section (2) of Section 164 of the Companies Act, 2013. Further, the Board also appointed (subject to the approval of

members in the general meeting), Mr. Chan Chee Leong as a Non-Executive Director of the Company for a period of five

years commencing August 28, 2015.

No director or their relatives, except Mr. Chan Chee Leong, to whom the resolution relates, is interested or concerned in the

resolution.


Item no. 8:

The Board of Directors of the Company approved the appointment and remuneration of M/s. C.S. Adawadkar & Co; Cost

Accountant, to conduct the audit of the cost records of the Company for the financial year ended March 31, 2015.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and

Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members of the

Company. Accordingly, the members are requested to ratify the remuneration payable to the Cost Auditors for audit of cost

records of the Company for the financial year 2014-15 as set out in the resolution for the aforesaid services to be rendered

by them.

None of the Directors are, in any way has any interest or concern in the resolution.


Item no. 9:

The Company has paid an excess remuneration of Rs. Rs.1,07,69,915/- for the year ended March 31, 2015, to Mr.

Sadanand Vitthal Teje. The said remuneration is in excess of the amount permissible under the Act and the excess

remuneration paid is proposed to be waived during the current financial year.

In order to authorise the Board for taking further action, it is necessary to take the approval of the members by passing the

said special resolution for waiver of excess remuneration paid to Mr. Sadanand Vitthal Teje which is subject to approval of

Central Government, as may be required.

No director or their relatives, except Mr. Sadanand Vitthal Teje, to whom the resolution relates, is interested or concerned in

the resolution.


10

Notice (contd.)

The Board accordingly recommends the resolution as set out in Item No. 9 for approval of the members.

Item no. 10:

The Company has paid an excess remuneration of Rs. 8,21,465/- for the year ended for the year ended March 31, 2015, for

Mr. Balakrishnan Radha Brahmaputhran. The said remuneration is in excess of the amount permissible under the Act and

the excess remuneration paid is proposed to be waived during the current financial year.


said special resolution for waiver of excess remuneration paid to Mr. Balakrishnan Radha Brahma Puthran which is subject

to approval of Central Government, as may be required.

No director or their relatives, except Mr. Balakrishnan Radha Brahmaputhran, to whom the resolution relates, is interested

or concerned in the resolution.


Item no. 11:

The Company has paid an excess remuneration of Rs. 13,29,993/- for the year ended for the year ended March 31, 2015,

for Mr. Anil Ramchandra Kini. The said remuneration is in excess of the amount permissible under the Act and the excess

remuneration paid is proposed to be waived during the current financial year.


said special resolution for waiver of excess remuneration paid to Mr. Anil Ramchandra Kini which is subject to approval of

Central Government, as may be required.

No director or their relatives, except Mr. Anil Ramchandra Kini, to whom the resolution relates, is interested or concerned in

the resolution.


October 15, 2015

Pune

For and on behalf of Honeywell Electrical

Devices and Systems India Limited

Rohit Bansal

Whole-time Director

DIN-07152089


11

ANNEXURE TO NOTICE

ANNEXURE TO NOTICE

ATTACHMENT TO THE ANNEXURE TO NOTICE (ITEM NOS. 3, 4, 5, 6 & 7 OF THE NOTICE)

Details of Directors to be appointed/re-appointed at the Annual General Meeting to be held on Wednesday, December 23,

2015.

We provide below the brief resume, nature of expertise in specific functional areas, name of the companies in which the

director also holds the directorship, chairmanship/membership of the committees of the Board, if any (information provided

herein is restricted only to membership in Audit Committee, Nomination and Remuneration Committee & Corporate Social

Responsibility Committee), shareholding, etc.

Mr. Rohit Bansal (DIN: 07152089) born on November 20, 1972 was originally appointed on April 30, 2015 as the Director

of the Company.

He is a Whole-time Director since April 30, 2015.

He has earned his Post-Graduate diploma in Sales and Marketing Management from Bhartiya Vidya Bhawan, Jaipur and

Engineering degree in Technical from M.B.M Engineering College, Jodhpur.

Prior to joining Honeywell, he has been associated with Omron India Industrial Automation and also worked for Schneider

Electric holding various positions beginning as Resident Sales Engineer at Jaipur to Business Development Manager at

Paris for Switchgear and Industrial Automation products.

He is a member of the Audit Committee, Nomination and Remuneration Committee & Corporate Social Responsibility

Committee in the company.

He does not hold any equity shares in the Company.

Ms. Neelu Khatri (DIN: 07152089) born on March 03, 1970 was originally appointed on April 30, 2015.

She is a Non-Executive Director since April 30, 2015.

She has a master's degree in English Literature, and is a post graduate in business administration from the Management

Development Institute (MDI), Gurgaon.

She was Pipavav Defence and Offshore Engineering Company Limited, and was leading their defense business in land

systems and the aerospace segment. Prior to this, she worked with KPMG in their aerospace, defense, and homeland

security verticals.

She is a member of the Audit Committee, Nomination and Remuneration Committee & Corporate Social Responsibility


She does not hold any equity shares in the Company.

Mr. Vinayak Kashinath Deshpande (DIN: 00036827) born on July 21, 1957, co-opted as an Additional Director and

appointed as an Independent Director on March 30, 2015.

A graduate in Chemical Engineering (1980) from IIT, Kharagpur, he has over 30 years of work experience in different roles,

in diverse industries; starting with the design and sales of boilers and captive power plants at Thermax, to industrial

automation and process controls.


12

ANNEXURE TO NOTICE (contd.)

He is a director in Kennametal India Limited, Artson Engineering Limited, Voltas Limited, and Tata Projects Infrastructure

Limited. He is also a Managing Director in Tata Projects Limited.




Mr. Inder Jeet Singh (DIN: 06377336) born on August 2, 1952, co-opted as an Additional Director and appointed as an

Independent Director on March 30, 2015.

His educational qualifications are as under:

· Ph. D., in Immunology from Andhra University, Vizag, India

· PG Diploma in Industrial & Business Management,IMDR, Pune

· Diploma in Management from IGNOU, New Delhi

· Advanced Management program from Haas School of Business, Berkeley

He has over 34 years of Multi-company, Multi-function and Multi-country experience ranging from Teaching,R&D,

Manufacturing, TechnicalandGeneral Management.

He is a director in GIBS Consultants Private Limited and Advanced Medtech Solutions Private Limited.




Mr. Chan Chee Leong (DIN: 07245628) born on June 8, 1965, was appointed on August 28, 2015 as an Additional

Director.

He holds a Bachelors Degree in Marketing from Curtin University of Technology Western Australia, and a Diploma in

Electronics and Communications Engineering from the Singapore Polytechnic.

He has extensive experience in international sales and product marketing management in Honeywell. He has been with

Honeywell for more than 23 years in varied roles.



13

Directors' Report

Dear Members,

Your Directors have pleasure in presenting their Directors' Report of your Company along with the Balance Sheet and Profit

and Loss Account for the year ended March 31,2015.

FINANCIAL RESULTS

Your company achieved a turnover of Rs.14460 Lacs and the profit after tax is Rs. 447 Lacs. The key aspects of financial

performance of the Company for the financial year 2014-2015 are tabulated below:

Rs. in Lac


PARTICULARS 2014-2015 2013-2014

Sales and Other Income 14,460 13,785

Profit before depreciation and Interest 695 453

Less: Depreciation and Interest 91 (278)

Profit before Tax 604 732

Provision for Tax

Current

Deferred Tax

131

26

170

(21)

Profit After Tax

Add: Surplus brought forward from previous year

447

9,714

583

9,132

Balance carried to Balance Sheet 10,161 9,714

RESERVES

The Company has not transferred any amounts to reserves during the year. The Company has carried the amount of Profit

for the year i.e. Rs. 44,720,377/- to the Surplus Account.

DIVIDEND

In view of conserving the resources for future business growth of the Company, the directors do not recommend any

dividend for the year.

CORPORATE DEVELOPMENTS:

The Financial Year 2014-15 has remained tough due to slowdown in Indian economy, inflation, & high interest rates. During

this period real estate industry got impacted significantly as developers ended up with additional inventory as well as

reduced capital expenditures by IT/ITES sector. Further to this, high interest scenario made situation further difficult for the

industry. Moreover, European crisis has continued to impact our export sales. During the year Company has introduced a

new range “Elements” in premium segment and which was well received in the market. We added Circuit protection line to

14

our portfolio last year & it is getting good response from the market. With the circuit protection range, we are able to offer

“one-stop” solution to real estate developers.

THE YEAR AHEAD:

The real estate sector has been through a sluggish period for the last few years. We see some improvement in economy

and real estate sector. Further government's reform measures are expected to benefit real estate sector, which will help our

business favorably. Similarly, we are looking forward to strengthening our Circuit protection line. In addition to this we will

continue to strengthen our existing product line with new products range in midmarket segment to our existing portfolio.

PEOPLE DEVELOPMENT AND INDUSTRIAL RELATIONS:

Chennai facility once again received two awards from CII South region for EHS excellence in our factory.The Hopetown

Manufacturing Facility in Dehradun, Uttarakhand, received the Micro Small & Medium Enterprises (MSME) Award for its

contribution to industrial development and livelihood generation in the state. The Management continues to invest on

employee devolvement initiatives and top talent retention programs. The two way communication process between

Management and Employees has further strengthened with regular town hall meetings and leadership interactions.

DEPOSITS:

Your Company has not accepted any deposits and as such no amount of principal or interest was outstanding as on the

date of Balance Sheet.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 20,000,000/- (Rupees Two Crores Only) divided into 2,000,000

(Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The paid up Share Capital of the company is 951,640

Equity Shares of Rs. 10/- each amounting to Rs. 9,516,400/- (Rupees Ninety Five Lakh Sixteen Thousand and Four

Hundred Only).

MANAGEMENT STRUCTURE:

During the period under review Mr. Vinayak Kashinath Deshpande and Mr. Inder Jeet Singh were appointed as the

independent directors with effect from March 31, 2015. Mr. Rohit Bansal was appointed as the Whole – time Director with

effect from April 30, 2015. Mr. Anil Ramachandra Kini was appointed as an additional director and whole – time director with

effect from September 6, 2014. There was a variation in the terms of appointment of Mr. Sadanand Vittal Teje with effect

from April 1, 2014. Ms. Neelu Khatri was appointed as the Director with effect from April 30, 2015. Mr. Chan Chee Leong

was appointed as the Director with effect from August 28, 2015. Mr. Vinayak Kashinath Deshpande, Mr. Inder Jeet Singh,

Mr. Rohit Bansal, Ms. Neelu Khatri and Mr. Chan Chee Leong have offered themselves to be re-appointed. The Board of

Directors of your company has recommended their re-appointment in the ensuing Annual General Meeting.

During the period under review Mr. Balakrishnan Radha Brahma Puthran, Whole – Time Director resigned with effect from

September 9, 2014. Mr. Sadanand Vittal Teje, Managing Director, Mr. Anil Ramachandra Kini, Whole – Time Director and

Mr. Frank Paul Nonnenmann, Director resigned with effect from August 28, 2015. The Board of Directors of your company,

place on record their appreciation to Mr. Balakrishnan Radha Brahma Puthran, Mr. Sadanand Vittal Teje, Mr. Anil


Directors' Report (contd.)

15


Ramachandra Kini and Mr. Frank Paul Nonnenmann wish them the very best in their future endeavors.

The current Directors of the Company are as under:

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SUB – SECTION (6) OF SECTION

149 :

The Independent Directors of your Company have given the declaration of independence to your Company stating that they

meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

EXISTING COMPOSITION OF THE BOARD


Sl. No. Name of the Person Designation

1. Mr. Rohit Bansal Whole – time Director

2. Mr. Vinayak Kashinath Deshpande Independent Director

3. Mr. Inder Jeet Singh Independent Director

4. Ms. Neelu Khatri Director

5. Mr. Chan Chee Leong Director

BOARD COMMITTEES

The Company has the following committees –

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed below –

AUDIT COMMITTEE

The Company has constituted an Audit Committee with the primary objective to monitor and provide effective supervision of

the Management's financial reporting process, to ensure accurate and timely disclosures, with highest levels of

transparent, integrity and quality of financial reporting. Currently the Committee is comprised of Mr. Inder Jeet Singh, Mr.

Vinayak Deshpande, Ms. Neelu Khatri and Mr. Rohit Bansal.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee. The Committee is responsible for formulating

criteria for determining the remuneration of individual members of the Board of Directors of the company. Currently the

16


Committee is comprised of Mr. Inder Jeet Singh, Mr. Vinayak Deshpande, Ms. Neelu Khatri and Mr. Rohit Bansal.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee. Currently the Committee is comprised of Mr.

Inder Jeet Singh, Mr. Vinayak Deshpande, Ms. Neelu Khatri and Mr. Rohit Bansal.

Your Company has a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the

Company, which has been approved by the Corporate Social Responsibility Committee and the Board.

As part of its Corporate Social Responsibility (CSR) initiatives, the Company has undertaken several projects in

accordance with Schedule VII of the Companies Act, 2013. The annual report on Corporate Social Responsibility activities

as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social

Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is provided in the report as

Annexure 2.

None of the Directors of the Company are disqualified under section 164(1) & 164(2)of the Companies Act, 2013 and

Section 274(1)(g) of the Companies Act, 1956.

MEETINGS OF BOARD AND ITS COMMITTEES

The details of meetings of Board and its Committees and directors attending the same are given below:-

A. BOARD OF DIRECTORS:


Name of Director Sadanand

Teje1B B Puthran

Frank Paul Nonnenmann

2Anil KiniVinayak

3DeshpandeInder jeet

4Singh

Date of Meeting

29 April 2014 Yes Yes No NA NA NA

24 July 2014 Yes Yes No NA NA NA

6 September 2014 Yes Yes No NA NA NA

9 September 2014 Yes Yes No Yes NA NA

3 November 2014 Yes NA No Yes NA NA

5 December 2014 Yes NA No Yes NA NA

17 December 2014 Yes NA Yes Yes NA NA

30 March 2015 Yes NA No Yes NA NA

1 Resigned w.e.f. 9 September 2014

2 Appointed w.e.f. 6 September 2014

3 Appointed w.e.f. 30 March 2015

17


4 Appointed w.e.f. 30 March 2015

D. CSR COMMITTEE


VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of sub – section (10) of Section 177 of the Companies Act, 2013, the Vigil Mechanism of the

Company, which also incorporates a whistle blower policy, includes code of Ethics. Protected disclosures can be made by a

whistle blower through an e-mail, or telephone line.

COMPANYS' POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In terms of provisions of clause (e) of sub – section (3) of Section 134, the Company has formulated the criteria for

determining qualification, positive attributes and independence of a director and a policy relating to the remuneration for the

directors, key managerial personnel and other employees. The criteria and the policy is as under:

Policy relating to Directors

a. The person to be chosen as a Director shall be of high integrity with relevant expertise and experience so as to have a

diverse Board having expertise in the fields of Information Technology, sales /marketing, finance, taxation, law,

governance and general management.

b. In case of appointment of Independent Directors, the Board shall satisfy itself with regard to the independent nature

of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The Board / Committee shall consider the following attributes / criteria, whilst recommending the candidature for

appointment as Director:

(i) Qualification, expertise and experience of the Directors in their respective fields;

(ii) Personal, Professional or business standing; and

(iii) Diversity of the Board.

d. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance

evaluation of the Director and his engagement level.

Remuneration Policy

The Company's remuneration policy is driven by the success and performance of the individual employees and the

Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and

performance incentives, commission (variable component) to its Managing Director and other Executive Directors.

Name of Director Sadanand Teje Anil Kini

Date of Meeting

th20 Feb, 2014 Yes Yes

18


IMPLEMENTATION OF RISK MANAGEMENT POLICY

In terms of the provisions of clause (n) of sub – section (3) of Section 134 of the Companies Act, 2013, the Company has a

robust policy to identify, evaluate business risks and opportunities. The Company has in place a mechanism to identify,

assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and

functions are systematically addressed through mitigating actions on a continuing basis. This framework seeks to create

transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

These are discussed at various department level meetings of the Company. The Company has identified various risks and

also has mitigation plans for each risk identified.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In terms of the provisions of clause (n) of sub – section (3) of Section 134 of the Companies Act, 2013, the Company has a

proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported

correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are

operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The Company has in

place adequate internal financial controls with reference to financial statements. During the year, such controls were tested

and no reportable material weakness in the design or operation was observed.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of

its operations. These are routinely tested by Internal Auditors. Significant audit observations and follow up actions thereon

are reported to the Management / Board.

BOARD EVALUATION

In terms of the provisions of clause (p) of sub – section (3) of Section 134 of the Companies Act, 2013, the evaluation

framework for assessing the performance of the Board, its committees and individual directors comprises of the following

key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Commitment to members and other stakeholder interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A

member of the Board will not participate in the discussion of his evaluation.

SUBSIDIARY COMPANIES:

The company has no subsidiary company as on the end of the financial year i.e. March 31, 2015. Further there were no

subsidiary companies of Honeywell Electrical Devices and Systems India Limited which have become or ceased to be its

subsidiaries, joint ventures or associate companies during the year under review.


19


DEPOSITS:

In terms of the provisions of Sections 73 of the Act read with the relevant Rules of the Act, the Company has not accepted

any deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31,

2015.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return of your company as on March 31, 2015 as provided under sub-section (3) of Section 92 has

been given in the prescribed Form MGT 9 as Annexure1.

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors, the

management, the subsidiaries or the relatives except for those disclosed in the financial statements. Particulars as

prescribed under contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013

read with Rule 8 of Companies (Accounts) Rules, 2014 in Form AOC -2 is attached to the report as Annexure 3.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with clause (c) of sub – section (3) of Section 134 and sub – section (5) of Section 134 of the Companies Act,

2013, your Directors confirm and state as follows:

1. That in preparation of the annual accounts, the applicable accounting standards have been followed along with

proper explanation relating to material departures.

2. That your Directors have selected such accounting policies and have 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 at the end of the financial year and of the profit or loss of the Company for the period under review.

3. That your 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.

4. That the annual financial statements have been prepared on a going concern basis.

5. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such system were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE BY THE COMPANY:

During the year, the Company has not made any loans or investments to any persons within the meaning of Section 186

and has also not given any guarantees within the meaning of that section.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under clause (m) of sub – section (3) of Section 134 of the Companies Act, 2013 read with

Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure4.


20


DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going

concern status of the Company and its future operations. However, members' attention is drawn to the statement on

contingent liabilities, commitments in the notes forming part of the Financial Statements.

AUDITORS AND AUDITORS' REPORT:

STATUTORY AUDITORS:

M/s Price Waterhouse Chartered Accountants LLP have completed more than 10 years as Statutory Auditors of your

Company. The provisions regarding rotation of auditors, as prescribed under the Companies Act, 2013 are applicable to

the Company. It is, hence, proposed to appoint M/s Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-

100018) as the Statutory Auditors for a period of 5 years to hold office from the conclusion of the ensuing Annual General

Meeting (2015) till the Sixth following Annual General Meeting [AGM (2020)]. They have confirmed their eligibility and

willingness for appointment as Statutory Auditors for the aforesaid period, as per Section 141 of the Companies Act,

2013.The Board of Directors recommends their appointment to the shareholders

COST AUDITORS:

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the

Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to your Company for the FY 2014-15.

Your Company submitted its Cost Audit Report for the FY 2013-14, duly audited by M/s Chandrashekar S Adawadkar, Cost

Accountants, with the Ministry of Corporate Affairs within the stipulated time period. The Board has reappointed him as Cost

Auditor for the year 2015-2016.

MANAGEMENT RESPONSE TO THE QUALIFICATIONS:

The Management of the Company provides the following response in compliance with clause (f) of sub – section (3) of

Section 134 of the Companies Act, 2013 to the adverse remark/qualification made by the statutory auditors in their reports

respectively:

Qualification in the Statutory Auditor's Report:

8. We draw your attention to Note 38 regarding the total remuneration paid to Managing Director and Whole-time

Director(s) of the Company aggregating:

(a) Rs. 16,984,243 for the year ended March 31, 2014, which is in excess of the limits prescribed under Section

198 of the Companies Act, 1956 read with Section 309 of the Companies Act, 1956 and Schedule XIII to the

Companies Act, 1956 for which the approval for the excess remuneration paid had been sought from the

Central Government of India.

(b) Rs. 25,871,373 for the year ended March 31, 2015, which is in excess of the limits prescribed under Section

197 of the Act read with Schedule V to the Act and read with Rule 7(2) of the Companies (Appointment and


21


Remuneration of Managerial Personnel) Rules, 2014 for which the necessary approval from Shareholders

and/or Central Government of India, as required by the aforesaid provisions of the Act, has not been obtained.

The impact of the aforesaid matters on the financial statements is presently not ascertainable.

11. As required by Section 143 (3) of the Act, we report that:

(b) In our opinion, except for the indeterminate effects of the matters referred to in the Basis for Qualified Opinion

paragraph above, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books.However, the back-up of the books of accounts and other books

and papers maintained in electronic mode has not been maintained on servers physically located in India.

Directors' Comments :

The Directors wish to state that-

a. The Company is in the process of obtaining necessary approvals for excess managerial remuneration paid in terms

of provisions of the Companies Act.

b. The Company maintains and periodically updates the back up of Books of Account. However, as pointed out in the

Auditors' Report, the backup is not maintained on servers physically located in India. The Company is in the process

of evaluating technology options to maintain the back up on servers physically located in India.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a

statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in

the said rules are set out in Annexure 5.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Honeywell Electrical Devices and Systems India Limited as an organization is committed to provide a healthy environment

to all its employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place

a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done in assimilation

programs and at regular intervals to its employees. Following are some of the awareness programs imparted to train the

employees and Internal Complaints Committee (ICC).

1. Every employee is supposed to undergo mandatory e-learning module on “Prevention of Sexual Harassment” at

workplace.

2. Policy of “Prevention of Sexual Harassment” at workplace is available on intranet for employees to access as and

when required.

The Company has setup an Internal Complaints Committee (ICC) both at the head office / corporate office in India. ICC has

equal representation of men and women and is chaired by senior lady employee and has an external women

representation. During the year under review, there were no complaints pertaining to sexual harassment.


22


ACKNOWLEDGEMENT

Your Directors acknowledge the support and co-operation received from business partners and investors. The Directors

are proud and thankful to each and every employee, each of whom has contributed in the growth of the Company. The

support received from the Government of India was valuable and is thankfully acknowledged. We thank all our stakeholders

for the confidence reposed on us and for the support they have given in building the success of the Company.

For and on behalf of the Board of Directors

Date: 15 October 2015 __________________ _____________________

Place: Pune Rohit Bansal Neelu Khatri

Whole – time Director Director

DIN: 07152089 DIN: 07152087


Annexure 1

EXTRACTS OF THE ANNUAL RETURN AS ON FINANCIAL YEAR ENDED MARCH 31, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

I. Registration and Other Details:

i) CIN:- U31901TN1984PLC011107

ii) Registration Date:22/08/1984

iii) Name of the Company: Honeywell Electrical Devices And Systems India Limited

iv) Category/Sub category of the Company: Company Limited by shares

Indian Non-government Company

v) Address of the Registered Office and contact details: Dowlath Tower, 3 & 4 Floor, Taylors Road, Kilpauk,

Chennai – 600 010, Tamil Nadu

vi) Whether listed Company:No

vii) Name, Address and Contact details of Registrar or Transfer Agent if any : NIL

II. Principal Business Activities of the Company:

The business activities contributing 10% or more of the total turnover of the Company are as under:

23

Directors' Report (contd.)Honeywell Electrical Devices and Systems India Ltd.

Annual Report 2014-2015

Sl. No

Name and Description of main products/ Services

NIC code of the product /Services

Percentage of contribution to total turnover (%)

01 Manufacturing and trading of Electricals devices and control systems

31200 83%

III. Particulars of Holding, Subsidiary and Associate Companies:

Sl. No Name and Address of the Company

CIN/GLN Holding/ Subsidiary or Associates

Percentage of share held

Applicable Section

1. NOVAR ED&S LTD. -------------- Holding Company 91.32 2(46)

I.S

hare

ho

ldin

g P

att

ern

(Eq

uit

y s

hare

cap

ital B

reaku

p a

s p

erc

en

tag

e o

f To

tal E

qu

ity)

i)C

ate

gory

– w

ise s

hare

hold

ing

24


Cate

go

ries o

f sh

are

ho

lders

No

. o

f sh

are

s h

eld

at

the b

eg

inn

ing

of

the y

ear

No

. o

f sh

are

s h

eld

at

the e

nd

of

the

year

%

ch

an

ge

du

rin

g

the

year

Dem

at

Ph

ysic

al

To

tal

% o

f to

tal

sh

are

s

Dem

at

Ph

ysic

al

To

tal

% o

f t

ota

l sh

are

s

A. P

rom

ote

rs

(1) I

ndia

n

a) I

ndiv

idual/H

UF

----

----

----

----

--

b) C

entr

al G

ovt

----

----

----

----

--

c) S

tate

Govt

(s)

----

----

----

----

--

d) B

odie

s C

orp

.--

----

----

----

----

e) B

anks

/ F

I--

----

----

----

----

f) A

ny

Oth

er

----

----

----

----

--

Su

b-t

ota

l (A

) (1)

----

----

----

----

--

(2) F

ore

ign

a) N

RIs

– In

div

iduals

----

----

----

----

--

b) O

ther I

ndiv

iduals

----

----

----

----

--

c) B

odie

s C

orp

.--

8,6

9,1

00

8,6

9,1

00

91.3

2--

8,6

9,1

00

8,6

9,1

00

91.3

2--

d) B

anks

/ F

I--

----

----

----

----

e) A

ny

Oth

er

----

----

----

----

--

Su

b-t

ota

l (A

) (2)

--8,6

9,1

00

8,6

9,1

00

91.3

2--

8,6

9,1

00

8,6

9,1

00

91.3

2--

To

tal s

hare

ho

ldin

g o

f P

rom

ote

r (A

) = (A

)(1)+

(A)(

2)

--8,6

9,1

00

8,6

9,1

00

91.3

2--

8,6

9,1

00

8,6

9,1

00

91.3

2--

B. P

ublic

Share

hold

ing

1. I

nst

itutio

ns

a) M

utu

al F

un

ds

----

----

----

----

--

b) B

anks

/ F

I--

----

----

----

----

c) C

entr

al G

ovt

----

----

----

----

--

d) S

tate

Govt

(s)

----

----

----

----

--

e) V

entu

re C

apita

lF

unds

----

----

----

----

--


25

Directors' Report (contd.)C

ate

go

ries o

f sh

are

ho

lders

No

. o

f sh

are

s h

eld

at

the b

eg

inn

ing

of

the y

ear

No

. o

f sh

are

s h

eld

at

the e

nd

of

the

year

%

ch

an

ge

du

rin

g

the

year

Dem

at

Ph

ysic

al

To

tal

% o

f to

tal

sh

are

s

Dem

at

Ph

ysic

al

To

tal

% o

f t

ota

l sh

are

s

f) In

sura

nce

Com

panie

s--

----

----

----

----

g) F

IIs

----

----

----

----

--

h) F

ore

ign V

entu

reC

apita

l Funds

----

----

----

----

--

i) O

thers

(speci

fy)

Tru

st--

----

----

----

----

Su

b-t

ota

l (B

)(1)

----

----

----

----

--

2. N

on-I

nst

itutio

ns

a) B

odie

s C

orp

.--

----

----

----

----

i) In

dia

n--

450

450

0.0

5--

450

450

0.0

5--

ii) O

vers

eas

----

----

----

----

--

b) I

ndiv

iduals

----

----

----

----

--

i) In

div

idual s

hare

hold

ers

hold

ing n

om

inal

share

capita

l upto

Rs.

1 la

kh--

82,0

90

82,0

90

8.6

3--

82,0

90

82,0

90

8.6

3--

ii)

Indiv

idual

share

hold

ers

hold

ing

nom

inal

share

capita

l in e

xcess

of R

s 1 la

kh--

----

----

----

----

c) O

thers

(speci

fy)

HU

F--

----

----

----

----

Su

b-t

ota

l (B

)(2)

To

tal P

ub

lic

Sh

are

ho

ldin

g(B

)=(B

)(1)+

(B)(

2)

--82,5

40

82,5

40

8.6

8--

82,5

40

82,5

40

8.6

8--

C. S

hare

s held

by

Cust

odia

n fo

rG

DR

s &

AD

Rs

----

----

----

----

--

Gra

nd

To

tal

(A+

B+

C)

--9,5

1,6

40

9,5

1,6

40

100

--9,5

1,6

40

9,5

1,6

40

100

--


ii) Shareholding of Promoters:

26


Sl. No

Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total Shares of

the company

%of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of

the company

%of Shares Pledged /

encumbered to total shares

% change in

shareholding during the year

1 Novar ED&S LTD 869100 91.32 Nil 869100 91.32 Nil Nil

iii) Change in Promoters' Shareholding ( please specify, if there is no change)There is change in Promoters' Shareholding during the year.

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

no

Sl. No


Cumulative Shareholding during the year

1 For Joseph Louis No. of Shares % of total shares of the Company

No. of shares % of total shares of the company

At the beginning of the year 19,200 2.01% 19,200 2.01%

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year ( or on the date of separation, if separated during the year)

19,200 2.01% 19,200 2.01%

Sl. No



2 For Rajan Manubhai Shah No. of Shares % of total shares of the Company


At the beginning of the year 8100 0.85% 8100 0.85%


Nil Nil Nil Nil


8100 0.85% 8100 0.85%


27


Sl. No



3 For Reyaz Ratan Mama No. of Shares % of total shares of the Company




Nil Nil Nil Nil


2000 0.21% 2000 0.21%

Sl. No



4 For Mahendra Girdharilal No. of Shares % of total shares of the Company




Nil Nil Nil Nil


1200 0.12% 1200 0.12%

Sl. No



5 For Manoj Jalan No. of Shares % of total shares of the Company




Nil Nil Nil Nil


1100 0.11% 1100 0.11%


28


Sl. No



6 For Sheila P Bajaj No. of Shares % of total shares of the Company




Nil Nil Nil Nil


800 0.08% 800 0.08%

Sl. No



7 For Prakash H Bajaj No. of Shares % of total shares of the Company




Nil Nil Nil Nil

At the End of the year (or on the date of separation, if separated during the year)

700 0.07% 700 0.07%

Sl. No



8 For Rajkumar S Mehta No. of Shares % of total shares of the Company




Nil Nil Nil Nil


700 0.07% 700 0.07%


29


Sl. No



10 For Ambaram Ramji Alipuria No. of Shares % of total shares of the Company




Nil Nil Nil Nil


500 0.05% 500 0.05%

v) Shareholding of Directors and Key Managerial Personnel:

None of other directors or key Managerial Personal hold any shares in the Company

Sl. No. 1

Particulars



For Mr. Sadanand Vitthal Teje No. of shares% of total shares of the company

No. of shares% of total shares of the company

1. At the beginning of the year 100 0.01% 100 0.01%

2. Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)

Nil Nil Nil Nil

3. At the End of the year(or on the date of separation, if separated during the year)

100 0.01% 100 0.01%


Sl. No



9 For Parimal K Shah No. of Shares % of total shares of the Company




Nil Nil Nil Nil


600 0.06% 600 0.06%

30


II. Indebtedness: NIL

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year NIL NIL NIL NIL

i) Principal Amount NIL NIL NIL NIL

ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL

Change in Indebtedness during the financial year NIL NIL NIL NIL

· Addition NIL NIL NIL NIL

· Reduction NIL NIL NIL NIL

Indebtedness at the end of the financial year NIL NIL NIL NIL

i) Principal Amount NIL NIL NIL NIL

ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL


III. Remuneration of Directors And Key Managerial Personnel:

Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl. No

Particulars of Remuneration Name of Managing director and Whole time director

Total Amount

Sadanand Vitthal Teje

Anil Ramachandra Kini

BRB Puthran

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

8,906,811 3,779,993 2,921,465 15,608,269

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as % of profit - others, specify

10,263,103 - - 10,263,103

5 Others, please specify Contribution to provident and other funds

- - - -

Total (A) 19,169,915 3,779,993 2,921,465 25,871,372

Ceiling as per the Act 8,400,000 2,450,000 2,100,000 12,950,000

31



B. Remuneration to other directors:

Certain directors of the Company are employees of the ultimate holding company and are remunerated by that

company. Resultantly, remuneration of such directors has not been included in this section.--NA--

C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

Not applicable since the company does not have any Key Managerial Personnel other than directors.

VI. Penalties / Punishment/ Compounding of Offences

There were no penalties or punishments levied on the company during the year. Further, there was no necessity for

the Company to compound any offence.


Date: 15 October 2015 __________________ _____________________



DIN: 07152089 DIN: 07152087

32



ANNUAL REPORT ON CORPORATE RESPONSIBILITY ACTIVITIES

[Pursuant to Section 135 of the Act & Rules made thereunder]

1. A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be

undertaken and a reference to the web-link to the CSR policy and projects or program

Honeywell is committed to building a world that's safer and more secure, more comfortable and energy efficient,

more innovative and productive. Accordingly, the Company believes in identifying corporate social responsibility

projects that have optimal and sustainable impact on local communities, in the areas where the Company can

leverage its strengths.

Honeywell has set up a not-for-profit company in India: Honeywell Hometown Solutions India Foundation to be the

vehicle for deployment of its corporate social responsibility efforts in the country.

The Company will initially be responsible for the implementation of projects with a focus on identified areas. The

Company will implement these projects either itself or in association with credible third party organizations.

Once the Foundation has received applicable government approvals, the Company will contribute funds to the

Foundation, which will then be responsible for the implementation of CSR activities and implement these projects

either itself or in association with credible third party organizations.

2. The Composition of CSR Committee

Mr. Inder Jeet Singh, Independent Director

Mr. Vinayak Deshpande, Independent Director

Mr. Rohit Bansal, Whole Time Director

Ms. Neelu Khatri, Non-Executive Director

3. Average net profit of the company for last three financial years – Rs. 1,141 lakh

4. Prescribed CSR Expenditure (2% of the amount as in item 3 above) – Rs. 22.81 lakh

5. Details of CSR spent during the financial year

(a) Total amount spent for the financial year- Rs. 22.81 lakh

(b) Amount unspent, if any - NIL

(c) Manner in which the amount spent during the financial year is detailed below

33

6. Responsibility Statement

The CSR committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR

objectives and Policy of the company.

Rohit Bansal Neelu Khatri

Whole-time Director Director

DIN: 07152089 DIN: 07152087



CSR project or activity identified Safe Kids @ Home

Sector in which the Project is covered Healthcare

Projects or programs(1) Local Area or other

Pune, Maharashtra

Amount outlay(budget) projects or programwise Rs. 22.81 lakh

Amount spent on the projects or programs(1) Direct expenditure on projects or program(2) Overheads

Rs. 22.81 lakh

Cumulative expenditure upto the reporting period Rs. 22.81 lakh

Amount spent:Direct or through implementing agency

Rs. 22.80 lakhThrough Safe Kids Foundation India, Mumbai

34



Nature of Related Party Transaction and Name of the Related Party For the year ended March 31, 2015

Rs.

a) Purchase of Capital Goods

Honeywell Automation India Limited 608,160

b) Purchase of Other Goods

Honeywell Lonon Electrical System Technology (Guangdong) Co. -

Honeywell International India Private Limited 172,337

Honeywell Security (Hong Kong) Limited 3,201,602

MK Cable Management (Saudi Arabia) Limited 3,656,253

MK Electric (Malaysia) Sdn Bhd 3,521,688

Honeywell Automation India Limited -

Ademco Asia Pacific Limited 1,440,720

MK Electric (Singapore) Pte Ltd -

Novar ED&S Limited, UK 20,168,119

32,160,719

Annexure 3

Form No. AOC-2

[Pursuant to clause (h) of sub-section (3)of section 134 of the Act

and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred

to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms' length transactions

under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis -

None

2. Details of material contracts or arrangement or transactions at arm's length basis –

Listed below are the transactions with related parties. The transactions are on ongoing basis and in the ordinary

course of business and at Arm's length:

Note: In the Table below –

1. Honeywell International Inc. is Ultimate Holding Company

2. Novar ED&S Limited, UK is Holding Company

3. All other Related Parties are Fellow Subsidiaries of the Company

35




Rs.

c) Sale of Goods and Services

Friedland Novar France SAS -

Honeywell ACS Products -

Honeywell International India Private Limited 19,953,725

Honeywell ME FZE 3,913,338

Honeywell Technology Solutions Lab Private Limited 367,750

MK Electric (China) Limited 2,128,685

MK Electric (Malaysia) Sdn Bhd 10,044,125

MK Electric (Singapore) Pte Limited 2,240,186

Novar ED&S Limited, UK 237,189,753

Honeywell Automation India Limited 706,821

Honeywell International Inc 11,534,659

Honeywell Protective Clothing 1,628,780

Honeywell Australia Limited 4,086,497

Honeywell Technologies S.a.r.l. 12,032

Honeywell New Zealand Limited 1,305,281


314,754,277

d) Head Office Charges


Honeywell Pte Limited 2,594,775

Honeywell Australia Limited 255,338

Honeywell China Limited 8,352,708


Honeywell Automation India Limited 15,925,532

Novar ED&S Limited, UK 469,736




Honeywell Australia Limited 255,338

Honeywell China Limited 8,352,708


36


Date: 15 October 2015 __________________ _____________________



DIN: 07152089 DIN: 07152087




Rs.


Novar ED&S Limited, UK 469,736

Honeywell Lonon Electrical Systems Technology (Guangdong) Co., Ltd. 137434

Honeywell Technology Solutions Lab Private Limited 4,541,964

Honeywell International India Private Limited 8832068

61117613

e) Rent paid


Honeywell International India Private Limited 7,051,714

18,556,223

f) Staff Training


Honeywell International Inc 18,384

Honeywell Pte Limited -

39,004

g) Data Communication Charges




2,948,468

37

Annexure 4

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

Your Company continues to make every effort to conserve energy required for all its operations. Some of the key

initiatives undertaken during the period ended March 31, 2015 for the same are as under:

Factory at Chennai

• Achieved the Energy Conservation of 28K KWH ( Units) through Retro fitment of Energy Efficient servo Drive

for Hydraulic System in Higher capacity Injection Moulding

• Reduced the Power consumption of around 43Kwh/ Annum through replacement of conventional induction

motor to Variable Speed Drive system in Air compressor system

• Reduced the 6K KWH Power consumption/ Annum in Factory Lighting system through T5 and LED light

fittings

Factory at Hope Town, Dehradun, Uttaranchal

• Saving In diesel wastage through usage of 900 ltrs Tank

• Reduction in electricity Bill by improving Power Factor

• Repair and Overhaul of Water piping to capture leakage

• Replacing 10 HPMV /MHD Lights with LEDs

(b) Technology absorption

Your Company is an affiliate Company of Honeywell International Inc., and on merits it continues to have access to

some of the latest products and technology of the parent Company.

(c) Foreign Exchange Earnings and Outgo

During the year, the total foreign exchange used was Rs. 2,494/- lakh and the total foreign exchange earned was

Rs. 2,920/- lakh


Date: 15 October 2015 __________________ _____________________



DIN: 07152089 DIN: 07152087



38

Annexure 5

Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014


Date: 15 October 2015 __________________ _____________________



DIN: 07152089 DIN: 07152087



Name of the Employee Mr. Sadanand Teje Mr. Anil R Kini

Education Bachelor Degree inEngineering & Masterof ManagementScience

MBA, AICWA

Designation ManagingDirector

Director

Date of Appointment 02.05.2006 01.03.2010

Previous Employment HoneywellAutomationIndia Limited,Pune

Honeywell TechnologySolutionsIndia Limited

RemunerationPaid during the Year (Rs. million)

Rs. 9,072,000.00 Rs. 5,097,173.00

39


Independent Auditors' Report

To the Members of Honeywell Electrical Devices and Systems Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Honeywell Electrical Devices and Systems Limited

(“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash

Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory

information.

Management’s Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013

(“the Act”) with respect to the preparation of these financial statements to give a true and fair view of the financial

position, financial performance and cash flows of the Company in accordance with the accounting principles generally

accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate

internal financial controls, relevant to the preparation and presentation of the financial statements that give a true and

fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting

standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and

other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those

Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial

statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances,

but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial

controls system over financial reporting and the operating effectiveness of such controls. An audit also includes

evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates

made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified

audit opinion on the financial statements.

Basis for Qualified Opinion

8. We draw your attention to Note 38 regarding the total remuneration paid to Managing Director and Whole-time

Director(s) of the Company aggregating:

(a) Rs. 16,984,243 for the year ended March 31, 2014, which is in excess of the limits prescribed under Section 198

of the Companies Act, 1956 read with Section 309 of the Companies Act, 1956 and Schedule XIII to the

40

Independent Auditors' Report (contd.)

Companies Act, 1956 for which the approval for the excess remuneration paid had been sought from the Central

Government of India.

(b) Rs. 25,871,373 for the year ended March 31, 2015, which is in excess of the limits prescribed under Section 197

of the Act read with Schedule V to the Act and read with Rule 7(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 for which the necessary approval from Shareholders

and/or Central Government of India, as required by the aforesaid provisions of the Act, has not been obtained.

The impact of the aforesaid matters on the financial statements is presently not ascertainable.

Qualified Opinion

9. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial

statements give the information required by the Act in the manner so required and except for the indeterminate effects

of the matters referred to in the Basis for Qualified Opinion paragraph above, give a true and fair view in conformity

with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015,

and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

10. As required by 'the Companies (Auditor's Report) Order, 2015', issued by the Central Government of India in terms of

sub-section (11) of section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the

books and records of the Company as we considered appropriate and according to the information and explanations

given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit.

(b) In our opinion, except for the indeterminate effects of the matters referred to in the Basis for Qualified Opinion

paragraph above, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books.However, the back-up of the books of accounts and other books

and papers maintained in electronic mode has not been maintained on servers physically located in India.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are

in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2015 taken on record by

the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a

director in terms of Section 164 (2) of the Act.

(f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in

the Basis for Qualified Opinion paragraph above. With respect to the maintenance of accounts and other matters

connected therewith, reference is made to our comment in Paragraph 11(b) above that the back-up of the books

of accounts and other books and papers maintained in electronic mode has not been maintained on servers

physically located in India.

(g) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and

according to the information and explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2015 on its financial

position in its financial statements.


41

ii. The Company has long-term contracts as at March 31, 2015, for which there were no material foreseeable

losses. The Company did not have any derivative contracts as at March 31, 2015; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company during the year ended March 31, 2015.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/ N500016

Chartered Accountants

Sachin Parekh

Place : Chennai Partner

Date: October 15, 2015 Membership Number: 107038

Independent Auditors' Report (contd.)Honeywell Electrical Devices and Systems India Ltd.


Annexure to Independent Auditors' Report

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and

situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to

cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of

the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been

physically verified by the Management during the year and no material discrepancies have been noticed on

such verification.

ii. (a) The inventory excluding stocks with third parties has been physically verified by the Management during the

year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our

opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are

reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper

records of inventory. The discrepancies noticed on physical verification of inventory as compared to book

records were not material.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the

register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the

Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control

system commensurate with the size of the Company and the nature of its business for the purchase of inventory and

fixed assets and for the sale of goods and services.Further, on the basis of our examination of the books and records

(Referred to in paragraph 10 of the Independent Auditors' Report of even date to the members of Honeywell Electrical

Devices and Systems Limited on the financial statements as of and for the year ended March 31, 2015)

Annexure to Independent Auditors' Report (contd.)

42

of the Company, and according to the information and explanations given to us, we have neither come across, nor

have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the

Act and the rules framed there under to the extent notified.

vi. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant

to the rules made by the Central Government of India, the maintenance of cost records has been specified under

sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and

records have been made and maintained.We have not, however, made a detailed examination of the records with a

view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in

our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident

fund, employees' state insurance, income tax, sales tax, duty of excise and value added tax, though there has

been delay in a few cases, and is regular in depositing undisputed statutory dues, including wealth tax, service

tax, duty of customs and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us,

there are no dues ofwealth tax, service tax and duty of customs as at March 31, 2015 which have not been

deposited on account of a dispute. The particulars of dues of income tax, sales tax, duty of excise and value

added taxas at March 31, 2015 which have not been deposited on account of dispute, are as follow:

Name of the statute Nature of duesAmount

(Rs.)

Period to which the

amount relates

Forum where the

dispute is pending

The Income Tax Act,

1961

Income Tax

(including interest,

as applicable)

1,347,091 AY 2005-06 High Court of Madras

The Income Tax Act,

1961

Income Tax


as applicable)

19,870,648AY 2010-11 and

AY 2011-12

Commissioner of

Income Tax (Appeals),

Chennai

The Central Excise

Act, 1944Excise Duty 951,678 FY 2005-06

Customs, Excise &

Service Tax Appellate

Tribunal

The Central Sales Tax

Act, 1956

Central Sales Tax


as applicable)

27,253,514

FY 2008-09,

FY 2009-10 and

FY 2010-11

Additional

Commissioner, Value

Added Tax - Delhi

The Central Sales Tax

Act, 1956

Central Sales Tax


as applicable)

2,650,773 FY 2010-11

Additional

Commissioner, Value

Added Tax-

Maharashtra

The Tamil Nadu Value

Added Tax Act, 1959

Value Added Tax


as applicable)

268,617 FY2004-05

Additional

Commissioner, Value

Added Tax-Tamil Nadu


(c) There are no amounts required to be transferred by the Company to the Investor Education and Protection

Fund in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

viii. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in

the financial year ended on that date or in the immediately preceding financial year.

ix. As the Company does not have any borrowings from any financial institution or bank nor has it issued any

debentures as at the balance sheet date, the provisions of Clause 3(ix) of the Order are not applicable to the

Company.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any

guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of

Clause 3(x) of the Order are not applicable to the Company.

xi. The Company has not raised any term loans. Accordingly, the provisions of Clause 3(xi) of the Order are not

applicable to the Company.

xii. During the course of our examination of the books and records of the Company, carried out in accordance with the

generally accepted auditing practices in India, and according to the information and explanations given to us, we

have neither come across any instance of material fraud on or by the Company, noticed or reported during the year,

nor have we been informed of any such case by the Management.

For Price Waterhouse Chartered Accountants LLP



Sachin Parekh

Place : Chennai Partner

Date: October 15 , 2015 Membership Number: 107038

Annexure to Independent Auditors' Report (contd.)

43


44

Balance Sheet as atMarch 31, 2015


Note As at March 31, 2015

Rs.

As at March 31, 2014

Rs.

Equity and Liabilities

Shareholders' FundShare Capital 2 9,516,400 9,516,400

Reserves and Surplus 3 1,016,153,201 971,432,824

1,025,669,601 980,949,224

Non-current LiabilitiesLong-term Provisions 4 25,063,875 16,524,923

25,063,875 16,524,923 Current LiabilitiesTrade Payables 5

-Total outstanding dues of Micro Enterprises and Small Enterprises

45,048,799 16,525,775

-Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises

198,282,800 265,222,248

Other Current Liabilities 6 56,481,690 81,776,175

Short-term Provisions 7 11,504,391 7,219,763

311,317,680 370,743,961

Total 1,362,051,156 1,368,218,108

Assets

Non-current assetsFixed assets

- Tangible Assets 8(a) 168,446,988 167,435,734

- Intangible Assets 8(b) 1,418,241 667,205

Deferred Tax Assets (net) 9 16,848,913 19,450,056

Long-term Loans and Advances 10 203,797,669 138,228,919

390,511,811 325,781,914

Current assetsInventories 11 225,213,348 268,737,403

Trade Receivables 12 376,829,733 375,653,383

Cash and Bank Balances 13 345,596,221 362,311,604

Short-term Loans and Advances 14 17,197,833 31,104,375

Other Current Assets 15 6,702,210 4,629,429

971,539,345 1,042,436,194

Total 1,362,051,156 1,368,218,108

The accompanying notes are an integral part of these financial statements.

In terms of our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of the BoardFirm Registration Number: 012754N/ N500016


Sachin Parekh Rohit Bansal Neelu KhatriPartner Director Director

Membership Number: 107038

Place: Chennai Place: Pune

Date: October 15, 2015 Date: October 15, 2015

45

Statement of Profit and Loss for theperiod ended March 31, 2015


Note For the yearended March 31, 2015

Rs.

For the year ended March 31, 2014

Rs.

Revenue from Operations (gross) 16 1,399,040,632 1,326,660,173

Less: Excise Duty 3,457,147 5,555,818

1,395,583,485 1,321,104,355

Other Income 17 50,432,309 57,349,653

Total Revenue 1,446,015,794 1,378,454,008

Expenses

Cost of Materials Consumed 18 464,330,329 479,685,937

Purchases of Stock-in-trade 32 238,661,157 253,187,022

Changes in Inventories of Finished Goods, Work-in-progress and Stock-in-trade

19 44,564,844 (20,944,338)

Employee Benefits Expense 20 253,037,170 243,581,327

Finance Costs 21 1,987,546 1,491,404

Depreciation and Amortisation (net) 8(d) 38,758,941 4,317,145

Other Expenses 22 344,239,799 343,942,299

Total Expenses 1,385,579,786 1,305,260,796

Profit Before Tax 60,436,008 73,193,212

Tax Expenses

- Current Tax 17,012,120 17,000,000

- Reversal of Current Tax in respect of Previous Years (2,149,698) -

- Minimum Alternate Tax Credit (for the Previous Years) (1,747,934) -

- Deferred Tax 2,601,143 (2,066,056)

Profit for the year 44,720,377 58,259,268

Earnings per ShareNominal Value per share Rs.10/- 36

- Basic and Diluted 46.99 61.22

The accompanying notes are an integral part of these financial statements.

In terms of our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of the BoardFirm Registration Number: 012754N/ N500016


Sachin Parekh Rohit Bansal Neelu KhatriPartner Director Director




46

Cash flow statement for the period ended March 31, 2015

For the year endedMarch 31, 2015

Rs.

For the year endedMarch 31, 2014

Rs.

A. Cash flow from operating activities:

Profit before tax 60,436,008 73,193,212

Adjustments:

Depreciation and Amortisation 38,758,941 4,317,145

Provision for Doubtful Debts 1,715,481 3,856,526

Bad Debts 695,948 3,824,175

Provision for Retirement Benefits (2,446,223) (1,447,266)

Interest Income (29,701,346) (32,164,607)

Provision/Liabilities written back to the extent no longer required (20,730,963) (21,419,787)

Provision for Warranty 12,142,110 530,885

Provision for Indirect Tax Matters - 5,000,000

Loss on Sale of Fixed Assets 357,317 3,182,125

Unrealised Foreign Exchange (gain)/loss (636,263) (467,381)

Interest Expense 1,987,546 1,491,404

Operating profit before working capital changes 62,578,556 39,896,431

Adjustments for working capital changes:

(Increase) / Decrease in Inventories 43,524,055 (71,157,562)

Increase in Trade and Other Receivables (26,816,482) (96,553,358)

Increase / (Decrease) in Trade and Other Payables (43,294,738) 95,005,713

Cash generated from operations 35,991,391 (32,808,776)

Less: Income tax paid (18,759,981) (58,081,819)

Net Cash generated from / (used in) operations (A) 17,231,410 (90,890,595)

B. Cash flow from investing activities

Purchase of Fixed Assets (65,005,619) (48,862,145)

Proceeds on Sale of Fixed Assets 345,531 159,300

Interest Received 30,756,258 33,370,170

Net cash used in investing activities(B) (33,903,830) (15,332,675)

C. Cash flow from financing activities - -

D. Net cash used in during the year ( A + B + C ) (16,672,420) (106,223,270)

Cash and Cash Equivalents at the beginning of the year 362,311,604 469,340,182

Effect of Exchange difference on balances with banks in foreign currency (42,963) (805,308)

Cash and Cash Equivalents at the end of the year 345,596,221 362,311,604


47

Cash flow statement for the period ended March 31, 2015 (contd.)


Rs.


Rs.

Cash and Cash Equivalents

Balances with Banks:

- In Current Accounts 21,034,785 23,873,716

- In Exchange Earners Foreign Currency Account 24,561,436 21,095,215

- Deposits with original maturity less than 3 months 300,000,000 317,342,673

345,596,221 362,311,604

Note:

1. The above Cash Flow Statement has been prepared under the Indirect Method as set out in

Standard - 3 (AS 3) on Cash Flow Statement

In terms of our report of even date

For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board



Sachin Parekh Rohit Bansal Neelu Khatri

Partner Director Director





48

Notes

Company Profile

Honeywell Electrical Devices and Systems India Limited, a Public Limited Company was incorporated in India on August

22,1984. The Company is a subsidiary of Novar ED&S Limited, U.K.The principal activities of the Company include

manufacturing and trading of electrical devices and control systems viz. Switches, Sockets, Cable Management Systems,

Lighting Management Systems and Other Wiring Devices.

1. Significant Accounting Policies

1.1 Basis of Preparation of Financial Statements

These financial statements have been prepared in accordance with the generally accepted accounting principles in

India under the historical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013 read

with Rule 7 of the Companies (Accounts) Rules, 2014, the existing Accounting Standards notified under the

Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to

comply in all material aspects with the accounting standards notified under Section 211(3C) of the Companies Act,

1956 [Companies (Accounting Standards) Rules, 2006, as amended] and other relevant provisions of the

Companies Act, 2013.

All the assets and liabilities have been classified as current or non-current as per the Company's normal operating

cycle and other criteria set out in the Schedule II of the Companies Act, 2013. Based on the nature of products and

the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the

Company has ascertained its operating cycle as 12 months for the purpose of current - non current classification of

assets and liabilities.

1.2 Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in India

requires the management to make estimates and assumptions that affect the reported amount of assets and

liabilities as of the Balance Sheet date, reported amount of revenue and expenses for the year and disclosure of

contingent liabilities as of the Balance Sheet date. The estimates and assumptions used in the accompanying

financial statements are based upon the management's evaluations of the relevant facts and circumstances as of the

date of the financial statements. Actual results could differ from these estimates and the differences between the

actual results and the estimates are recognised in the periods in which the results are known/materialise.

1.3 Fixed Assets

Tangible assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses,

if any. Cost comprises of cost of acquisition, cost of improvement and any attributable cost of bringing the asset to its

working condition for intended use. Subsequent expenditures related to an item of tangible asset are added to its

book value only if they increase the future benefits from the existing asset beyond its previously assessed standard

of performance.

Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets, which are carried at

cost are recognised in the Statement of Profit and Loss.

Based on the technical evaluation carried out, depreciation on tangible assets is provided, on a pro-rata basis, on the

straight-line method over the following estimated useful lives of the assets. Technical evaluation parameters such as

nature of assets and its utility for business activities, estimated usage, service support, availability of spares and

technological changes were considered.The estimates of useful lives of the assets based on technical evaluation

have not undergone a change on account of transition to Companies Act ,2013.


49

Notes (contd.)

* Based on Single shift

All assets individually costing Rs.5000/- and below are fully depreciated in the year of addition.

Intangible assets are stated at cost of acquisition less accumulated amortisation/ impairment losses, if any.

Intangible assets relating to Computer Software are amortised on Straight line method over a period of four years

based on useful life and Leasehold Rights over Land and Building are amortised over the period of lease.

Impairment of assets

Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and

intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that

generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or

groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the

recoverable amount of the asset/cash generating unit is made. Assets whose carrying value exceeds their

recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset’s or cash

generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows

expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is

also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an

asset in prior accounting periods may no longer exist or may have decreased.

1.4 Inventories

Inventories are stated at lower of cost and net realisable value. Cost is determined on weighted average basis.The

cost of finished goods comprises raw materials, direct labour, other direct costs and related production overheads.

Cost of trading goods is ascertained on weighted average cost method. Net realisable valueis the estimated selling

price in ordinary course of business, less the estimated cost of completion and the estimated costs necessary to

make the sale.

Provisions are made for slow/ non-moving and obsolete inventories, if any,

1.5 Foreign Currency Transactions

Initial Recognition

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the

exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Subsequent Recognition

As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign

currency are reported using the exchange rate at the date of the transaction. All non-monetary items which are

Asset Useful Life followed by the

Company(Years)

Useful Life prescribed under Schedule II of the

Companies Act,2013(Years)

Buildings 30 30

Plant and Machinery 10 15 *

Electrical Installation 10 10

Tooling 4 15

Furniture and Fixtures 10 10

Vehicles 4 8

Office Equipments 6 5

Computer 3 3


50

Notes (contd.)

carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange

rates that existed when the values were determined.

All monetary assets and liabilities in foreign currency are translated at the year-end at the closing exchange rate and

the resultant exchange differences are recognised in the Statement of Profit and Loss.

Forward exchange contract

Forward exchange contracts outstanding as at the year end on account of firm commitment / highly probable forecast

transactions are marked to market and the losses, if any, are recognised in the Statement of Profit and Loss and

gains are ignored in accordance with the Announcement of Institute of Chartered Accountants of India on

‘Accounting for Derivatives’ issued in March 2008.

1.6 Revenue Recognition

Sale of products is recognised when all significant risks and rewards of ownership are transferred to the customer

and no significant uncertainty exists regarding the amount of consideration that is derived from the sale of goods.

Sales are recognised net of trade discounts, rebates, sales tax and excise duties.

1.7 Interest Income

Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rates

applicable.

1.8 Employee Benefits

a)Provident Fund

Contribution towards provident fund foremployees is made to the regulatory authorities, where the Company has no

further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry

any further obligations, apart from the contributions made on a monthly basis. The Company recognises such

contribution as expense in the Statement of Profit and Loss.

b)Superannuation Fund

This is a defined contribution plan. The Company makes contribution as per the scheme to superannuation fund

administered by Life Insurance Corporation of India. The Company has no further obligation of future

superannuation benefits other than its annual contributions and recognises such contributions as expense as and

when due.

c)Gratuity

The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in

accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested

employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective

employee’s salary and the tenure of employment. The Company’s liability is actuarially determined by an

independent actuary (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are

recognised in the Statement of Profit and Loss in the year in which they arise.

d) Compensated absences

Accumulated compensated absences, which are expected to be availed or encashed within 12 months from the end

of the year are treated as short term employee benefits. The obligation towards the same is measured at the

expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of

the unused entitlement as at the year end.

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the


51

Notes (contd.)

end of the year are treated as other long term employee benefits. The Company’s liability is actuarially determined by

an independent actuary (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are

recognised in the Statement of Profit and Loss in the year in which they arise.

e) Termination benefits

Termination benefits are recognised in the Statement of Profit and Loss as and when incurred.

1.9 Research and Development

Revenue expenditure of research and development is charged off as and when incurred.

1.10 Product warranty

The estimated liability for product warranties is recorded when products are sold. These estimates are established

using historical information on the nature, frequency and average cost of warranty claims and management

estimates regarding possible future incidence based on corrective actions on product failures.

1.11 Provisions and Contingent Liabilities

Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow

of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of

the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the

present obligation at the Balance sheet date and are not discounted to its present value.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of

which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly

within the control of the Company or a present obligation that arises from past events where it is either not probable

that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

1.12 Taxation

Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit

or loss for the year. Current tax is measured at the amount expected to be paid to the tax authorities in accordance

with the relevant prevailing tax laws.

Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of

deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a

reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets

can be realised. In situations where the Company has unabsorbed depreciation or carry forward losses, all deferred

tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised

against future taxable profits. Deferred tax assets and liabilities are measured using the tax rates and tax laws that

have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company

reassesses unrecognised deferred tax assets, if any.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the

recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets

and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities

representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income

levied by the same governing taxation laws.

Minimum Alternate Tax credit is recognised as an asset only when and to the extent there is convincing evidence that

the Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet

date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing

evidence to the effect that the Company will pay normal income tax during the specified period.


52

1.13 Cash and Cash Equivalents

Cash and cash equivalents includes cash in hand, demand deposits with banks, other short-term highly liquid

investments with original maturities of three months or less.

1.14 Lease (as lessee)

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as

operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a

straight-line basis over the period of the lease.

Notes (contd.)

As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

2 Share Capital

Authorised

2,000,000 (March 31, 2014: 2,000,000) Equity Shares of Rs.10 each 20,000,000 20,000,000

Issued, Subscribed and paid up:

951,640(March 31, 2014: 951,640) Equity Shares of Rs.10 each, fully paid 9,516,400 9,516,400

9,516,400 9,516,400

(a) Reconciliation of number of Equity Shares

As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

Number of shares Amount Number of shares AmountRs. Rs.

Balance at the beginning of the year 951,640 9,516,400 951,640 9,516,400

Balance at the end of the year 951,640 9,516,400 951,640 9,516,400

(b) Rights, preferences and restrictions attached to Equity Shares

The Company has only one class of Equity Shares having par value of Rs.10 per share. Each Shareholder is

eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval

of the Shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of

liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, in proportion

to their shareholding.

(c ) Equity Shares held by holding company

As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

869,100 shares (March 31,2014: 869,100 shares) held by Novar ED&S Limited, U.K.

8,691,000 8,691,000


53

Notes to the financial statements

Notes (contd.)

(d) Details of Shareholders holding more than 5% of Equity Shares as at the year end

As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

Number of shares % holding Number of shares % holding

Novar ED&S Limited, U.K. 869,100 91.33% 869,100 91.33%

As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

3 Reserves and Surplus

Capital Redemption

Balance as at the beginning of the year 483,600 483,600

Balance as at the end of the year 483,600 483,600

[Capital Redemption Reserve represents amounts transferred from Statement of Profit and Loss pursuant to the

provisions of Section 77AA of the Companies Act, 1956 in respect of 48,360 Equity shares of Rs 10/- each bought back

during 2003-2004]

Surplus in the Statement of Profit and Loss

Balance as at the beginning of the year 970,949,224 912,689,956

Add: Profit for the year 44,720,377 58,259,268

Balance as at the end of the year 1,015,669,601 970,949,224

1,016,153,201 971,432,824

4 Long-term Provisions

Provision for Employee Benefits:

- Gratuity (Refer Note 20a) - 573,547

- Compensated Absences 4,436,372 4,396,971

Other Provisions:

- Warranty (Refer Note 7a) 20,627,503 11,554,405

25,063,875 16,524,923


54


Notes (contd.)

As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

5 Trade Payables Trade Payables -Total outstanding dues of Micro Enterprises and Small Enterprises (Note 33)

45,048,799 16,525,775

-Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises

198,282,800 265,222,248

243,331,599 281,748,023

6 Other Current Liabilities Other Payables:Employee Benefits Payable 9,819,801 23,373,824 Capital Creditors 3,647,634 4,952,501 Provision for Discount 23,422,349 39,665,201 Statutory dues (including Provident Fund and Tax deducted at Source) 16,112,956 12,293,245 Others 3,478,950 1,491,404

56,481,690 81,776,175

7 Short-term Provisions

- Gratuity ( Refer Note 20a) - 12,412 - Compensated Absences 1,334,424 106,396

- Warranty 5,169,967 2,100,955 - Indirect Tax Matters 5,000,000 5,000,000

11,504,391 7,219,763


Rs.


Rs.

Warranty Indirect Tax Matters

Warranty Indirect Tax Matters

Balance as at the beginning of the year 13,655,360 5,000,000 13,124,475 - Additions 14,878,726 - 2,550,160 5,000,000 Amounts used (2,736,616) - (2,019,275) - Balance as at the end of the year 25,797,470 5,000,000 13,655,360 5,000,000

Classified as Non-current: 20,627,503 - 11,554,405 - Classified as Current: 5,169,967 5,000,000 2,100,955 5,000,000

25,797,470 5,000,000 13,655,360 5,000,000

(1) Product warranty is generally extended for a period of one year to ten years from the date of sale to the end customer. Timing of outflow is over the period of warranty.

(2) Indirect Tax Matters - Provision represents estimates made for probable liabilities relating to Indirect tax matters. The outflow with regard to said matters depends on the exhaustion of remedies available under the law and hence the Company is not able to reasonably ascertain the timing of the outflow.


55

Notes (contd.)8 F

ixed

Assets

(Fig

ure

s in

Rs

.)

(a)

Tan

gib

le A

sse

ts

Gro

ss B

lock

Dep

rec

iati

on

Ne

t B

loc

k

Co

st

as a

t A

dd

itio

ns

Dele

tio

ns

Co

st

as a

t U

pto

W

rite

b

ack

Fo

r th

e y

ea

r O

n

De

leti

on

s

Up

to

As

at

Ap

ril 1, 2014

du

rin

g t

he

year

Marc

h 3

1,

2015

Ap

ril

1,

2014

(R

efe

r N

ote

e)

Ma

rch

31

, 2

01

5

Ma

rch

31

, 2

01

5

Fre

ehold

Land

3,4

35,8

55

-

- 3

,435,8

55

-

-

-

-

- 3

,43

5,8

55

(3,4

35,8

55)

(-)

(

-)

(3,4

35,8

55)

(-)

(

-)

(-)

(-)

(-

) (

3,4

35

,85

5)

Build

ings

39,2

05,0

22

-

- 3

9,2

05,0

22

17,8

56,6

73

-

1,2

95

,41

0

-

19

,15

2,0

83

2

0,0

52

,93

9

(38,8

46,8

87)

(437,0

75)

(78,9

40)

(39,2

05,0

22)

(25,6

37,9

88)

(9,0

73,9

26)

(1,3

10

,63

0)

(18

,01

9)

(1

7,8

56

,67

3)

(2

1,3

48

,34

9)

Pla

nt and M

ach

ine

ry,

Ele

ctrica

l Inst

alla

tion

194,6

60,8

27

9,8

77,7

72

1,1

25,1

76

203,4

13,4

23

109,3

97,2

38

-

14

,95

9,7

39

9

67

,01

2

12

3,3

89

,96

5

80

,02

3,4

58

(186,3

44,8

85)

(13,0

33,8

44)

(4,7

17,9

02)

(194,6

60,8

27)

(119,9

21,2

54)

(36,7

70,5

27)

(29

,29

7,1

44

)(3

,05

0,6

33

) (

10

9,3

97

,23

8)

(8

5,2

63

,58

9)

Toolin

gs

139,5

55,6

30

27,8

79,8

07

- 167,4

35,4

37

116,5

59,4

72

-

13

,12

7,3

23

-

1

29

,68

6,7

95

3

7,7

48

,64

2

(121,3

41,8

94)

(18,2

23,9

78)

(10,2

42)

(139,5

55,6

30)

(104,6

45,9

79)

(-)

(1

1,9

23

,73

5)

(10

,24

2)

(1

16

,55

9,4

72

) (

22

,99

6,1

58

)

Furn

iture

s and F

ixtu

res

38,2

71,7

70

-

3,6

47,4

24

34,6

24,3

46

21,6

19,4

34

-

2,5

71

,09

6

3,1

02

,74

0

21

,08

7,7

90

1

3,5

36

,55

6

(32,3

15,3

23)

(6,3

63,3

37)

(406,8

90)

(38,2

71,7

70)

(23,2

62,3

29)

(6,4

50,6

85)

(5,0

51

,80

1)

(2

44

,01

1)

(2

1,6

19

,43

4)

(1

6,6

52

,33

6)

Vehic

les

7,7

06,0

20

-

- 7

,706,0

20

3,3

26,9

51

-

1,6

38

,20

0

-

4,9

65

,15

1

2,7

40

,86

9

(6,8

28,7

05)

(2,9

77,3

15)

(2,1

00,0

00)

(7,7

06,0

20)

(3,3

82,6

35)

(1,9

02,9

55)

(2,5

73

,21

1)

(7

25

,94

0)

(3

,32

6,9

51

) (

4,3

79

,06

9)

Offic

e E

quip

ments

64,8

61,7

00

447,1

96

1,0

91,6

78

64,2

17,2

18

51,5

01,3

22

-

2,8

98

,90

5

1,0

91

,67

8

53

,30

8,5

49

1

0,9

08

,66

9

(incl

udin

g C

om

pute

rs)

(58,3

43,2

62)

(6,9

29,8

78)

(411,4

40)

(64,8

61,7

00)

(42,8

77,6

67)

(7,0

98,0

33)

(16

,05

6,8

32

) (

33

5,1

44

) (

51

,50

1,3

22

) (

13

,36

0,3

78

)

487,6

96,8

24

38,2

04,7

75

5,8

64,2

78

520,0

37,3

21

320,2

61,0

90

-

36

,49

0,6

73

5

,16

1,4

30

3

51

,59

0,3

33

1

68

,44

6,9

88

(447,4

56,8

11)

(47,9

65,4

27)

(7,7

25,4

14)

(487,6

96,8

24)

(319,7

27,8

52)

(61,2

96,1

26)

(66

,21

3,3

53

)(4

,38

3,9

89

) (

32

0,2

61

,09

0)

(1

67

,43

5,7

34

)


56

No

tes t

o t

he

fin

an

cia

l sta

tem

en

tsNotes (contd.)

8 F

ixed

Assets

(C

on

td…

)(F

igu

res

in

Rs

.)

(b)

Inta

ng

ible

Assets

Gro

ss B

lock

Am

ort

isati

on

N

et

Blo

ck

Co

st

as a

t A

dd

itio

ns

Dele

tio

ns

Co

st

as a

t U

pto

W

rite

back

Fo

r th

e y

ea

r O

n D

ele

tio

ns

U

pto

A

s a

t

Ap

ril 1, 2014

du

rin

g t

he

year

Marc

h 3

1,

2015

Ap

ril

1,

2014

(R

efe

r N

ote

e)

Ma

rch

31

, 2

01

5

Ma

rch

31

, 2

01

5

Inta

ng

ible

assets

Com

pute

r S

oftw

are

5,5

16,8

29

3,0

19,3

04

5,9

51,3

29

2,5

84,8

04

5,5

16,8

29

-

1,6

01

,06

3

5,9

51

,32

9

1,1

66

,56

3

1,4

18

,24

1

(5,5

16,8

29)

(-)

(

-)

(5,5

16,8

29)

(5,5

16,8

29)

(-)

(

-)

(-)

(

5,5

16

,82

9)

(-)

Lease

hold

Rig

hts

2,4

50,0

00

-

2,4

50,0

00

- 1,7

82,7

95

-

66

7,2

05

2

,45

0,0

00

-

-

(2,4

50,0

00)

(-)

(

-)

(2,4

50,0

00)

(2,3

82,8

77)

(845,0

82)

(2

45

,00

0)

(-)

(

1,7

82

,79

5)

(6

67

,20

5)

7,9

66,8

29

3,0

19,3

04

8,4

01,3

29

2,5

84,8

04

7,2

99,6

24

-

2,2

68

,26

8

8,4

01

,32

9

1,1

66

,56

3

1,4

18

,24

1

(7,9

66,8

29)

(-)

(

-)

(7,9

66,8

29)

(7,8

99,7

06)

(845,0

82)

(2

45

,00

0)

(-)

(

7,2

99

,62

4)

(6

67

,20

5)

(c)

Fig

ure

s in

bra

cket re

pre

sents

pre

vious

year.

(d)

Depre

cia

tion a

nd A

mort

isatio

n E

xpense

:

(net of

write

back

)

Part

icu

lars

2014-2

015

2013-2

014

Tangib

le A

ssets

36,4

90,6

73

4,9

17,2

27

Inta

ngib

le A

ssets

2,2

68,2

68

(600,0

82)

38,7

58,9

41

4,3

17,1

45

(e)

In P

revi

ous

Year,

the C

om

pany

had c

hanged t

he m

eth

od o

f depre

ciatio

n f

rom

Written D

ow

n V

alu

e (

WD

V m

eth

od)

to S

traig

ht

Lin

e M

eth

od

(SLM

) fo

r all

its e

xist

ing a

ssets

as

at A

pril 1

, 2013 e

xcept T

oolin

g w

hic

h w

ere

org

inally

bein

g d

epre

ciate

d a

t the rate

of 2

5%

p.a

on a

str

aig

ht l

ine

basi

s. C

onse

quently

, th

e e

xcess

dep

reci

atio

n a

ggre

gatin

g R

s. 6

2,1

41,2

08 h

ad b

een w

ritten b

ack

and c

redite

d to the S

tate

ment of P

rofit

and

Loss

in th

e p

revi

ous

year.

Additi

onally

, the C

om

pany

had revi

sed th

e u

sefu

l liv

es

of T

angib

le a

ssets

base

d o

n th

e te

chnic

al e

stim

ate

s m

ade b

y

the M

anagem

ent. A

ccord

ingly

, th

e w

ritten d

ow

n v

alu

e o

f th

e a

ssets

as

at

April

1,

2013 w

ere

depre

ciate

d o

ver

bala

nce

use

ful

life o

f th

e

resp

ect

ive a

ssets

.

(f)

The C

om

pany

has

capita

lised N

il (M

arc

h 3

1, 2

014: N

il) b

orr

ow

ing c

ost

during th

e y

ear.


57


Notes (contd.)

As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

9 Deferred Tax Asset (net)

Deferred Tax Asset

Disallowance u/s 40(a) of the Income Tax Act,1961 9,392,911 11,912,786

Provision for Doubtful Debts 7,675,436 6,975,382

Voluntary Retirement Scheme 2,479,297 4,061,997

Retirement Benefits 873,889 1,651,232

Bonus 3,008,516 218,027

23,430,049 24,819,424

Deferred Tax Liability

Depreciation 6,581,136 5,369,368

6,581,136 5,369,368

16,848,913 19,450,056

10 Long-term Loans and Advances Un-secured and considered good (unless otherwise stated)

Capital Advances 27,030,481 4,553,808

Security Deposits 12,274,646 16,243,640

Other loans and advances

- Sales Tax paid under protest 31,017,578 -

- Minimum Alternate Tax Credit entitlement 7,579,497 -

- Advance Income Tax (Net of provision of Rs.118,666,624* (March 31, 2014 : Rs.108,370,639*))

125,895,467 117,431,471

* The provision for tax is net of utilisation of Minimum Alternate Tax Credit of Rs.31,002,798 (March 31, 2014 : Rs.26,436,361)

203,797,669 138,228,919

11 Inventories

Raw Materials and Components 89,100,389 88,428,413

Raw Material in transit 13,974,286 15,764,511

Packing Materials 6,103,377 3,944,339

Work-in-progress 16,569,309 13,941,879

Finished Goods 51,482,847 68,923,574

Stock-in-trade 41,852,632 77,734,687

Stock-in-trade In transit 6,130,508 -

225,213,348 268,737,403


58

Notes (contd.)


As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

(a) Details of inventory (i)Details of Work-in-progress:

Wiring Devices 13,134,793 10,971,621

Cable Management Systems - 8,966

Lighting Management Systems 111,973 200,097

Bells and Chimes 3,322,543 2,761,195

16,569,309 13,941,879 (ii)Details of Finished goods:

Wiring Devices 38,873,136 60,575,282

Cable Management Systems 22,958 3,266

Lighting Management Systems 269,329 175,946

Bells and Chimes 79,598 173,522

Circuit Protection 12,237,826 7,995,558

51,482,847 68,923,574 (iii)Details of Stock-in-trade:

Wiring Devices 26,969,236 48,844,766

Cable Management Systems 13,318,561 18,962,635

Lighting Management Systems 2,995,225 3,776,365


47,983,140 77,734,687

As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

12 Trade Receivables

Long-term Short-term Long-term Short-term Unsecured and considered good

Outstanding for a period exceeding 6 months

from the date they are due for payment - 10,135,919 - 30,725,148

Others - 366,693,814 - 344,928,235

Unsecured considered doubtful

Outstanding for a period exceeding 6 months

from the date they are due for payment 23,214,579 - 21,499,098 -

Others - - - -

Less: Provision for doubtful debts (23,214,579) - (21,499,098) -

- 376,829,733 - 375,653,383


59


Notes (contd.)

As atMarch 31, 2015

Rs.

As atMarch 31, 2014

Rs.

13 Cash and Bank Balances

Cash and Cash Equivalents

Balances with Banks:

- In Current Accounts 21,034,785 23,873,716

- In Exchange Earners Foreign Currency Account 24,561,436 21,095,215

- Deposits with original maturity less than 3 months 300,000,000 317,342,673

345,596,221 362,311,604

14 Short-term Loans and Advances

Un-secured and considered good (unless otherwise stated)

Other Loans and Advances:

Advance to Suppliers 7,924,507 16,033,649

Security Deposit 303,030 303,030

Employee Advances 1,184,858 2,261,152

Minimum Alternate Tax Credit entitlement - 10,398,000

Balance with Government Authorities 7,785,438 2,108,544

17,197,833 31,104,375

15 Other current assets

Un-secured and considered good (unless otherwise stated)

Interest Receivable on Deposits 3,574,517 4,629,429

Gratuity - Surplus Fund Balance (Note 20a) 3,127,693 -

6,702,210 4,629,429



60

Notes (contd.)


Rs.


Rs.

16 Revenue from Operations

Sale of Products (Net of Rebates and Discount) 1,394,487,522 1,321,231,203

Sale of services (Testing of Products) 4,553,110 3,696,556

Total sale of products and services 1,399,040,632 1,324,927,759

Other operating revenue

Scrap sales - 1,732,414

1,399,040,632 1,326,660,173

Less: Excise Duty 3,457,147 5,555,818

1,395,583,485 1,321,104,355

(a) Details of Sales of Products

(i)Details of Finished Goods:

Wiring Devices 572,922,330 730,317,876

Cable Management Systems 119,035 125,611


Bells and Chimes 246,594,107 215,638,572


896,260,166 992,667,206

(ii)Details of Stock-in-trade:

Wiring Devices 249,526,957 177,818,782



Circuit Protection 41,914,655 -

498,227,356 328,563,997

Grand Total 1,394,487,522 1,321,231,203

17 Other Income

Interest Income:

- On Bank Deposits 29,701,346 31,990,325

- Others - 174,282

Gain on Foreign Currency Transactions/Translations (Net) - 3,665,259

Provision/Liabilities written back to the extent no longer required 20,730,963 21,419,787

Miscellaneous Income - 100,000

50,432,309 57,349,653


Notes (contd.)

61


Rs.


Rs.

18 Cost of Materials Consumed

Raw Materials Consumed

Inventory at the beginning of the year 104,192,924 51,965,620

Add: Purchases 445,290,428 511,034,704

549,483,352 563,000,324

Less: Inventory at the end of the year 103,074,675 104,192,924

Cost of Raw Materials Consumed 446,408,677 458,807,400

Packing Materials Consumed

Inventory at the beginning of the year 3,944,339 5,958,419

Add: Purchases 20,080,690 18,864,457

24,025,029 24,822,876

Less: Inventory at the end of the year 6,103,377 3,944,339

Cost of Packing Materials Consumed 17,921,652 20,878,537

464,330,329 479,685,937

19 Changes in Inventories of Finished Goods, Work-in-Progress

and Stock-in-Trade

Stock at the end of the year :

Work-in-progress 16,569,309 13,941,879

Finished Goods 51,482,847 68,923,574

Stock-in-trade 47,983,140 77,734,687

Total (A) 116,035,296 160,600,140

Stock at the beginning of the year :

Work-in-progress 13,941,879 39,936,310

Finished Goods 68,923,574 53,961,697

Stock-in-trade 77,734,687 45,757,795

Total (B) 160,600,140 139,655,802

Decrease/ (Increase) in stocks (B-A) 44,564,844 (20,944,338)



62


Notes (contd.)


Rs.


Rs.

20 Employee Benefits Expenses

Salaries, wages and bonus 225,738,174 203,378,712

Contribution to Provident and Other Funds 11,693,411 12,899,384

Gratuity 1,127,769 2,559,345

Staff Welfare 14,477,816 24,743,886

253,037,170 243,581,327

20 (a) Disclosure in respect of AS 15 (Revised) “Employee Benefits”

(i) Defined Contribution Plans

Amount recognised in Statement of Profit and Loss

(i) Provident Fund paid to authorities 9,720,683 9,425,812

(ii) Superannuation fund 1,972,728 3,473,572

11,693,411 12,899,384

Provident Fund: Provident fund for all eligible employees are remitted to the Regional Provident Fund

Commissioner towards Employee's Provident Fund and Employee's Family Pension Fund on monthly basis

based on the statutory provisions as per the Employee Provident Fund Scheme and are charged to Statement of

Profit and Loss.The Company has no further obligation in this regard.

Superannuation Fund: The Company contributes a sum equivalent to 10% of eligible employees salary for

certain employees to a Superannuation Fund administered and managed by Life Insurance Corporation of India

(LIC).The Company has no liability for future Superannuation Fund benefits other than its annual contribution

and recognises such contributions as an expense in the year incurred.


63


Notes (contd.)


Rs.


Rs.

20(a) Disclosure in respect of AS 15 (Revised) “Employee Benefits” (Contd…)

(ii) Defined Benefit Plan

Gratuity: The Company makes annual contribution to a Gratuity Fund administered by trustees and managed by Life insurance Corporation of India (LIC). Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act,1972. The amount is payable at the time of separation from the Company or retirement, whichever is earlier.

a) Defined benefit plan - Gratuity

Present value of obligation at the beginning of the year 28,541,265 24,331,804

Interest cost 2,362,513 2,031,706

Current service cost 3,133,950 2,648,206

Benefits paid (495,397) (524,888)

Actuarial (gain) / loss on obligation (3,829,959) 54,437

Present value of obligationat the end of the year 29,712,372 28,541,265

Fair value of plan assets at the beginning of the year 27,955,306 22,180,620

Expected return on plan assets 2,636,228 2,175,004

Contributions 4,841,421 4,124,570

Benefits paid (495,397) (524,888)

Actuarial gain / (loss) on plan assets (2,097,493) -

Fair value of plan assets at the end of the year 32,840,065 27,955,306

Actual return on plan assets 538,735 2,175,004

Amounts recognized in the balance sheet

Present value of obligation as at the end of the year 29,712,372 28,541,265

Fair value of plan assets at the end of the year 32,840,065 27,955,306

Asset/(Liability) recognized in the balance sheet 3,127,693 (585,959)

Classified as

Long-term Provision - (573,547)

Short-term Provision - (12,412)

Other Current Assets 3,127,693 -

3,127,693 (585,959)


64


Notes (contd.)


Rs.


Rs.

Amounts recognized in the statement of profit and loss

Current service cost 3,133,950 2,648,206

Interest cost 2,362,513 2,031,706

Expected return on plan assets (2,636,228) (2,175,004)

Net actuarial (gain) / loss recognized in the year (1,732,466) 54,437

Expenses recognized in the statement of profit and loss 1,127,769 2,559,345

Major Category of Plan Assets as a % of total Plan Assets

Funds Managed by insurer 100% 100%

Expected contribution to be paid for next year 6,235,651 6,888,141

Principal actuarial assumptions

Discount rate 7.80% 8.35%

Salary escalation 7.00% 7.00%

Attrition rate 21 - 30 years - 20%31 - 45 years - 12%

46 - 58 years - 8%

2.00%

Expected return on plan assets 8.75% 8.75%

The estimate of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority,

promotions and other relevant factors, such as demand and supply in the employment market. The expected rate of

return on plan assets is determined based on the assessment made at the beginning of the year on the return expected

on its existing portfolio, along with the estimated increment to the plan assets and expected yield on the respective

assets in the portfolio during the year.

Amounts recognised in current year and previous four years

March 31, 2015

March 31, 2014

March 31, 2013

March 31, 2012

March 31, 2011

Present value of Defined Benefit obligation 29,712,372 28,541,265 24,331,804 18,661,461 18,094,389

Fair value of Plan Assets 32,840,065 27,955,306 22,180,620 17,340,411 18,866,630

Surplus / (Deficit) 3,127,693 (585,959) (2,151,184) (1,321,050) 772,241

Experience adjustments in plan liabilities - gain/ (loss) 7,502,597 2,206,149 (2,198,802) - -

Experience adjustments in plan assets - gain/ (loss) (2,097,493) 178,878 (118,891) - -

b) Other long term benefit – Compensated absences as at year end amounts to Rs. 5,770,796 (March 31, 2014 Rs. 4,503,367)


65


Notes (contd.)


Rs.


Rs.

21 Finance Costs

Interest expense 1,987,546 1,491,404

1,987,546 1,491,404

22 Other Expenses

Stores and Spares Consumed 8,045,888 8,939,027

Power and Fuel 14,511,640 16,965,042

Rent 29,262,391 28,340,988

Rates and Taxes 5,771,648 8,021,347

Professional Charges 12,504,674 6,708,386

Insurance 1,238,572 1,386,186

Repairs and Maintenance

Buildings 204,614 973,828

Machinery 31,202,897 9,399,364

Others 3,292,240 7,456,999

Auditors' Remuneration:

- As Auditor:

- For Statutory Audit 1,294,500 975,000

- For Certification - 500,000

- For Other Audit Services:

- For Tax Audit 200,000 200,000

- Reimbursement of Expenses 26,494 59,840

Packing, Freight and Forwarding 55,680,393 45,169,496

Advertisement and Sales Promotion 15,485,015 25,815,511

Travelling and Conveyance 33,518,462 36,649,635

Cash Discount 5,223,607 6,746,199

Communication 6,271,032 10,462,247

Provision for Warranty 14,878,726 2,550,160

Loss on sale of Fixed Assets (net) 357,317 3,182,125

Loss on Foreign Currency Transactions/Translations (Net) 1,797,170 -

Bad debts 695,948 3,824,175

Provision for Doubtful Debts (net) 1,715,481 3,856,526

Provision for Indirect Tax Matters - 5,000,000

Head Office Charges 66,192,358 54,503,352


66


Notes (contd.)


Rs.


Rs.

22 Other Expenses (contd.)

Bank Charges and Commission 1,153,683 628,054

Labour Charges 5,848,749 10,445,595

Expenditure towards Corporate Social Responsibility (CSR) Activities (Note 1)

2,281,000 -

Miscellaneous Expenses 25,585,300 45,183,217

344,239,799 343,942,299

Note 1 Expenditure towards Corporate Social Responsibility (CSR) Activities:

a) Gross amount required to be spend by the company during the year

2,281,000 -

b) CSR expenses during the current year comprises of :

(i) Construction/acquisition of any asset - -

(ii) on purpose other than (i) above 2,281,000 -

23 Disclosure in respect of premises taken under operating lease

Rent Expenditure (included in Note 22) represent lease payments relating to operating leases for premises. These

lease arrangements are generally for a period between 11 months to 10 years, which include both cancellable and

non-cancellable lease. Most of the lease are renewable for further period on mutually agreeable terms and also

include escalation clauses.

- Non-cancellable:

Due not later than one year 7,842,884 7,395,441

Due later than one year but not later than five years 2,561,667 10,480,851

Dues later than five years - -

Lease charges recognised in the statement of profit and loss for the year

7,341,602 7,395,441

- Cancellable:

Other operating lease charges recognised in the statement of profit and loss for the year

21,920,789 20,945,547


67


Notes (contd.)


Rs.


Rs.

24 Contingent Liabilities and commitments

Contingent Liabilities:

- Claims against the Company not acknowledged as debt

(a) Demand from Income Tax Department under appeal 78,950,459 58,204,438

(b) Demand from Sales Tax Department under appeal 56,190,481 27,253,514

(c) Demand from Central Excise Department under appeal 1,251,678 1,251,678

136,392,618 86,709,630

Note: Future cash flows in respect of above, if any, is determinable only on receipt ofjudgment/ decision pending with relevant authorities.

Commitments :

Estimated amount of contracts remaining to be executed on Capital Account and

11,058,514 12,474,088

not provided for, net of advance payments

Bank guarantees outstanding 8,900,000 8,350,000

25 Value of Imports on C.I.F. Basis

Capital Goods 11,908,639 987,352 Raw Materials and Components 132,649,951 89,032,197 Stores and Spare Parts - 29,582,382 Stock-in-trade 65,581,620 74,002,503

210,140,210 193,604,434

26 Expenditure in Foreign Currency

Travelling 1,064,182 1,058,345 Data Communication Charges 1,408,439 2,737,531 Staff Training 18,384 495,275 Head Office Charges 36,777,896 33,232,958

39,268,901 37,524,109

27 Earnings in Foreign Currency

FOB value of Exports 287,544,090 215,570,640 Testing of products 4,553,110 3,696,556

292,097,200 219,267,196


68


Notes (contd.)


Rs.


Rs.

28 Research and Development Cost

Research and Development expenditure debited to Statement of Profit and Loss

21,808,088 18,054,124

29 Details of Raw Materials/ Packing Material Consumed

Polycarbonate (Kgs) 26,569,034 33,983,835 Silver (Kgs) 2,859,917 8,895,497 Electronic Component (Nos) 152,657 110,018 High Impact Polystrene(Kgs) 6,646,810 7,206,781 Poly Methyl Methacrylate (Kgs) 361,519 383,868 Packing Material 17,921,652 20,878,537 Others (individually less than 10% of the total consumption) 409,818,740 408,227,401

464,330,329 479,685,937

30 Consumption of Imported and Indigenous raw materials and components and the percentage of each to total consumption



Value % Value %

Rs. Rs.

Imported 85,571,705 18.43 85,576,657 17.84

Indigenous 378,758,624 81.57 394,109,280 82.16

464,330,329 100.00 479,685,937 100.00

31 Consumption of Imported and Indigenous stores and spares and the percentage of each to total consumption



Value % Value %

Rs. Rs.

Imported - - 409,119 4.58

Indigenous 8,045,888 100.00 8,529,908 95.42

8,045,888 100.00 8,939,027 100.00


69


Notes (contd.)


Rs.


Rs.

32 Purchases of Stock-in-Trade

Wiring Devices 94,371,922 185,293,865




238,661,157 253,187,022

33 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED’)

a Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as

45,048,799 16,525,775

at year end

b Interest due to suppliers registered under the MSMED Act and remaining unpaid as at year end (included under Other Current Liabilities)

3,478,950 1,491,404

c Principal amounts paid to suppliers registered under the MSMED Act, beyond the appointed day

during the year 146,966,440 69,378,075

d Interest paid, other than under Section 16 of MSMED Act,to suppliers registered under the

MSMED Act, beyond the appointed day during the year - -

e Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day during the year

- -

f Interest due and payable towards suppliers registered under MSMED Act, for payments

1,825,915 911,489

already made

g Further interest remaining due and payable for earlier years 1,491,404 513,486


70


Notes (contd.)

34 Segment Reporting

The Company has identified business segment as its primary segment. In accordance with Accounting Standard 17-

Segment Reporting, the Company has determined its business segment as Manufacture and Trading in Electrical

and Electronic devices. Since, the entire Company's business is from Manufacture and Trading in Electrical and

Electronic devices, there are no other primary reportable segments. Thus, the segment revenue, segment results,

total carrying value of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire

segment assets, total amount of charge of depreciation and amortisation during the year are all as reflected in the

Financial Statement as at and for the year ended March 31, 2015.

Geographic segment has been considered as the secondary segment.

Secondary Segment information - By Geographical Segments Rs.

Description India Outside India Total

Europe Others

External Sales 1,103,486,285 237,201,784 54,895,416 1,395,583,485

(1,101,837,159) (190,605,922) (28,661,274) (1,321,104,355)

Segment Assets(excluding Income Tax, MAT Credit Entitlement and Deferred Tax)

1,112,464,117 90,410,947 8,852,215 1,211,727,279

(1,150,900,218) (60,281,932) (9,756,431) (1,220,938,581)

Capital Expenditure 63,700,752 - - 63,700,752

(48,862,145) (-) (-) (48,862,145)

All operating facilities are located in India.

Figures in bracket represent previous year’s figures


71


Notes (contd.)

35 Related Party Disclosures

Name of related parties and description of relationship:

I Entities exercising control over the Company

Ultimate Holding Company Honeywell International Inc.

Holding Company Novar ED&S Limited, UK

II Entities under common control - where transaction have taken place during the year and /or having year end

balance

Honeywell ACS Products

Honeywell Automation India Limited

Honeywell China Limited

Honeywell International India Private Limited

Honeywell Lonon Electrical System Technology (Guangdong) Co.

Friedland Novar France SAS

Honeywell ME FZE

Honeywell Pte Limited

Honeywell Security (HongKong) Limited

Honeywell Technology Solutions Lab Private Limited

MK Cable Management (Saudi Arabia) Limited

MK Electric (China) Limited

MK Electric Malaysia Sdn Bhd

MK Electric Singapore Pte Limited

Honeywell Protective Clothing

Honeywell Australia Limited

Honeywell New Zealand Limited

Ademco Asia Pacific Limited

Honeywell Technologies S.a.r.l.

III Key management personnel

Mr. Sadanand Teje (Managing Director) (Upto August 28, 2015)

Mr. BRB Puthran (Whole-time Director) (Upto September 9, 2014)

Mr. Anil Kini (Whole-time Director) (From September 6, 2014 to August 28, 2015)


72


Notes (contd.)

IV Related party transactions


Rs.


Rs.

a) Purchase of Capital Goods

Honeywell Automation India Limited 608,160 286,590

b) Purchase of Other Goods

Honeywell Lonon Electrical System Technology (Guangdong) Co. - 623,299

Honeywell International India Private Limited 172,337 466,731

Honeywell Security (Hong Kong) Limited 3,201,602 17,957,215

MK Cable Management (Saudi Arabia) Limited 3,656,253 19,787,502

MK Electric (Malaysia) Sdn Bhd 3,521,688 2,836,572

Honeywell Automation India Limited - 122,098

Ademco Asia Pacific Limited 1,440,720 -

MK Electric (Singapore) Pte Ltd - 2,280

Novar ED&S Limited, UK 20,168,119 24,020,345

32,160,719 65,816,042

c) Sale of Goods and Services

Friedland Novar France SAS - 678,935

Honeywell ACS Products - 4,130,655

Honeywell International India Private Limited 19,953,725 39,946,652

Honeywell ME FZE 3,913,338 3,819,093

Honeywell Technology Solutions Lab Private Limited 367,750 2,501,917

MK Electric (China) Limited 2,128,685 1,966,864

MK Electric (Malaysia) Sdn Bhd 10,044,125 6,378,637

MK Electric (Singapore) Pte Limited 2,240,186 2,519,199


Honeywell Automation India Limited 706,821 2,462,521

Honeywell International Inc 11,534,659 -

Honeywell Protective Clothing 1,628,780 365,540

Honeywell Australia Limited 4,086,497 2,497,897

Honeywell Technologies S.a.r.l. 12,032 -

Honeywell New Zealand Limited 1,305,281 618,214

Honeywell Security (Hong Kong) Limited 19,642,645 3,058,973

314,754,277 260,507,833


73


Notes (contd.)

35 Related Party Disclosures (Contd…)

IV Related party transactions (Contd…)


Rs.


Rs.


Honeywell International Inc 21,869,282 21,481,650

Honeywell Pte Limited 2,594,775 3,111,171

Honeywell Australia Limited 255,338 -

Honeywell China Limited 8,352,708 8,640,137

Honeywell Security (Hong Kong) Limited 3,098,622 -

Honeywell Automation India Limited 15,925,532 11,261,317

Novar ED&S Limited, UK 469,736 -

Honeywell Lonon Electrical Systems Technology (Guangdong) Co., Ltd. 137,434 -

Honeywell Technology Solutions Lab Private Limited 4,541,964 3,392,912


66,192,358 54,503,352

e) Rent paid

Honeywell Automation India Limited 11,504,509 8,361,553


18,556,223 13,062,695

f) Staff Training

Honeywell International India Private Limited 20,620 -

Honeywell International Inc 18,384 -

Honeywell Pte Limited - 495,275

39,004 495,275

g) Data Communication Charges

Honeywell Automation India Limited 1,140,029 883,629

Honeywell Pte Limited 1,408,439 2,737,531

Honeywell International India Private Limited 400,000 89,214

2,948,468 3,710,374

h) Remuneration

Mr. Sadanand Teje 19,169,915 10,332,362

Mr. Anil Kini 3,779,993 -

Mr. BRB Puthran 2,921,465 6,651,881

25,871,373 16,984,243


74

Notes (contd.)


V Balances as at year end


Rs.


Rs.

a) Receivable Balances

Honeywell ACS Products - 4,014,440


Honeywell ME FZE 800,003 626,259

MK Electric (China) Limited 459,857 415,869

MK Electric (Singapore) Pte Limited 868,045 590,642


Honeywell Protective Clothing 988,336 60,176

Honeywell Newzealand Limited 153,728 259,442

Honeywell Australia Limited 744,026 1,160,857

Honeywell International Inc 3,402,575 -

MK Electric (Malaysia) Sdn Bhd 2,397,548 -

Honeywell Automation India Limited 869,734 -

105,484,612 57,736,176

b) Payable Balances

Honeywell Lonon Electrical System technology (Guangdong) Co. 187,305 353,399

Honeywell Automation India Limited 992,038 18,592,446

Ademco Asia Pacific Limited 607,063 -

Honeywell International (India) Private Limited 746,016 -

Honeywell Pte Limited 282,092 160,529

Honeywell Security (Hong Kong) Limited 19,810 8,980,606

MK Cable Management Saudi Arabia Limited - 4,036,380

Honeywell Technology Solutions Lab Private Limited 12,078 -

MK Electric (Malaysia) Sdn Bhd 1,139,861 261,167

Novar ED&S Limited 4,169,096 -

8,155,359 32,384,527


75


Rs.


Rs.

36 Earnings Per Share

Profit after tax (Rs)- (A) 44,720,377 58,259,268

Weighted average number of equity shares outstanding – (B) 951,640 951,640

Earnings Per Share - Basic and Diluted (in Rs) – (A/B) 46.99 61.22

Nominal value per equity share 10 10

37 Derivative Instruments and unhedged foreign currency exposures

The Company has not taken any derivative contracts to hedge the foreign currency exposures.The Company has the following

unhedged foreign currency exposure:

As at March 31,2015

As at March 31,2014

Foreign Currency Rs Foreign Currency Rs

Trade Receivables

USD 1,574,606 98,176,672 1,171,994 70,038,363

GBP 22,336 2,076,763 - -

Trade Payables

USD 537,171 33,492,627 479,399 28,647,912

GBP 45,648 4,244,183 109,316 10,868,033

EURO 11,400 780,944 - -

HKD 399,293 3,206,079 332,360 2,559,946

SGD - - 46 2,192

Notes (contd.)



76

38 a. The Company had paid remuneration aggregating Rs. 16,984,243 to its Managing Director and Whole-time

Directorduring the year ended March 31, 2014, which was higher compared to the remuneration computed in

accordance with the provisions of Section 198 read with Section 309 of the Companies Act, 1956.Subsequent

to the year ended March 31, 2014, the Company has obtained approval of the Shareholders for the waiver of

the excess remuneration paid to the Directors and has also applied to the Central Government for its approval,

which is awaited.

b. During the year, the Company has paid remuneration aggregating Rs.25,871,373 to its Managing Director

and Whole-time Directors which is higher compared to the remuneration computed in accordance with the

provisions of Section 197 of the Companies Act, 2013 read with Schedule V to Companies Act, 2013 and read

with Rule 7(2) of The Companies (Appointment and Remuneration of Managerial person) Rules 2014. The

Company has obtained approval of the Shareholders for the payment of a portion of excess remuneration to

the Managing Director and has applied to the Central Government for its approval. The approval of

Shareholders for payment of remuneration to Whole-time Directors was also obtained. The Company would

initiate necessary action to seek approval of Shareholders and Central Government, as necessary, for the

amount of remuneration paid to Managing Director and Whole-time Directors.

39 The independent review for assessing compliance with Transfer Pricing Rules issued by the Central Board of Direct

Taxes for the year ended March 31, 2015 is yet to commence. However, on the basis of the self-assessment of the

operations during the year and the independent review carried out in the previous year, Management does not

expect any significant deviation from the requirements of the aforesaid Transfer Pricing Rules.

40 Previous year figures have been re-classified wherever necessary to conform to the current year classification.

For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board



Sachin Parekh Rohit Bansal Neelu Khatri

Partner Director Director

Membership Number : 107038

Place : Chennai Place: Pune

Date : October 15, 2015 Date : October 15, 2015

Notes (contd.)



ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

Annual General Meeting on Wednesday, December 23, 2015 at the registered office of the Company at 3rd & 4th Floor,

Dowlath Towers, Taylors Road, Kilpauk, Chennai – 600010 at 10.00 AM

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not

be available.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than FORTY

EIGHT HOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be

accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in

which the names stand in the Register of Members.

5) The submission by a member of this form of proxy will not preclude such member from attending in person

and voting at the meeting.

I hereby record my presence at the 30th Annual General Meeting of Honeywell Electrical Devices and Systems India

Limited on Wednesday, December 23, 2015 at the registered office of the Company at 3rd & 4th Floor, Dowlath

Towers, Taylors Road, Kilpauk, Chennai – 600010 at 10.00 AM.

(Member's /Proxy's Signature)

Full name of the members attending _________________________________________________________

(In block capitals)

Ledger Folio No./Client ID No. ____________________________ No. of shares held: __________________

Name of Proxy _______________________________________

(To be filled in, if the proxy attends instead of the member)

Road Map of Honeywell Electrical Devices and Systems India Limited Registered Office

FORM NO. MGT-11

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

as my/ our proxy to attend and vote( on a poll) for me/us and on my/our behalf at the 30th Annual General Meeting of

the company, to be held on Wednesday, December 23, 2015 at the registered office of the Company at 3rd & 4th

Floor, Dowlath Towers, Taylors Road, Kilpauk, Chennai – 600010 at 10.00 AM and at any adjournment thereof in

respect of such resolutions as are indicated below:

Name of the Member(s)

Registered Address

E-mail Id Folio No /Client ID DP ID

I/We, being the member(s) of ____________shares of the above named company. Hereby appoint

Name : E-mail Id:

Address:

Signature

Name : E-mail Id:

Address:

Signature

Name : E-mail Id:

Address:

Signature

or failing him

or failing him

Resolution No.

Sr. No.

Resolution(S) Vote

For Against

1. To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2015, the Reports of the Directors and Auditors thereon.

Signed this ___________________ day of 2015

Signature of shareholder Signature of Proxy holder(s)

Signature of the shareholder

across Revenue Stamp

Note:

1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of

the Company not less than 48 hours before the commencement of the Meeting.

2) The proxy need not be a member of the company

_____________

Affix

Revenue

Stamp

Sr. No.

Resolution(S) Vote

For Against

2. Appointment of M/s Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) as the Statutory Auditors for a period of 5 years

3. Appointment of Mr. Rohit Bansal as WHOLE TIME DIRECTOR

4. Appointment of Ms. Neelu Khatri as Director

5. Appointment of Mr. Vinayak Kashinath Deshpande as Independent Director

6. Appointment of Mr. Inder Jeet Singh as Independent Director

7. Appointment of Ms. Chan Chee Leong as Director

8. Ratification of Remuneration of Cost Auditors

9. Waiver of excess remuneration paid to Mr. Sadanand Vitthal Teje

10. Waiver of excess remuneration paid to Mr. Balakrishnan Radha Brahmaputhran



Vik

ram

Pri

nter

s P

vt. L

td.



, 66085600

, 66085600

Date post:	20-Jul-2020
Category:	Documents
Upload:	others
View:	2 times
Download:	0 times

Honeywell ED&S - MK Electric · 2016-08-16 · Notice is hereby given that the Thirtieth Annual...

Documents