Untitled-1 []...Taylors Road, Kilpauk, Pune Chennai – 600010 WORKS 780/1-A-1, 782/2B, Khasra No.323 (MI) Chennai Bangalore Highway Camp Road, Central Hopetown, Pappanchathiram Selaqui

2015-2016Annual Report

Electrical Devices and Systems India Limited

2015-2016Annual Report

Electrical Devices and Systems India Limited

Honeywell Electrical Devices and Systems India Ltd.Annual Report 2015-2016

01

BOARD OF DIRECTORS (as on July 29, 2016)

Mr. Rohit Bansal (Whole-time Director)

Mr. Inder Jeet Singh (Independent Director)

Mr. Chan Chee Leong (Director)

Ms. Neelu Khatri (Director)

BANKERS

Citibank N.A.

REGISTERED OFFICE AUDITORS

rd th3 & 4 Floor, Deloitte Haskins & Sells LLP

Dowlath Towers, Chartered Accountants

Taylors Road, Kilpauk, Pune

Chennai – 600010

WORKS

780/1-A-1, 782/2B, Khasra No.323 (MI)

Chennai Bangalore Highway Camp Road, Central Hopetown,

Pappanchathiram Selaqui Industrial Area

Kuthambakkam Village Selaqui, Dehradun 248 197

Tiruvallur District 602 103

Contents

Notice ......................................... 3-10

Directors’ Report ........................ 11-34

Auditors’ Report ......................... 35-42

Balance Sheet ............................ 43

Profit & Loss Account ................. 44

Cash flow Statement .................. 45-46

Notes 1 to 40 .............................. 47-75


Notice

03

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

Systems India Limited will be held on Friday, September 23, 2016 at the registered office of the Company at 3rd & 4th Floor,

Dowlath Towers, Taylors Road, Kilpauk, Chennai – 600010 at 11.00 AM to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2016, the

Reports of the Directors and Auditors thereon

2. To ratify appointment of Statutory Auditors

3. To appoint a Director in place of Mr. Rohit Bansal who retires by rotation and being eligible, has offered himself for re-

appointment

SPECIAL BUSINESS:

4. 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, 2017, amounting to Rs. 1,75,000/- as also the payment of

service tax as applicable and reimbursement of out of pocket expenses incurred in connection with the aforesaid audit, be

and is hereby ratified and confirmed.”

RESOLVED FURTHER THAT any of the 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.”

5. Waiver of recovery of excess remuneration paid to Mr. Sadannd Teje for the financial year 2015-16

To consider and if thought fit to pass with or without modification(s) 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, and subject to approval of the shareholders in the General Meeting and subject to the approval

of the Central Government, if any, the Board hereby gives its consent for waiver of the recovery of excess remuneration of

Rs. 38,53,188/- paid to Mr. Sadanand Vitthal Teje , Managing Director of the company, which is in excess 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, 2015 and ending on March 31, 2016.

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 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.


04

RESOLVED FURTHER THAT any of the Directors of the Company be and are hereby severally 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.”

6. Waiver of recovery of excess remuneration paid to Mr. Anil Ramachandra Kini for the financial year 2015-16:

To consider and if thought fit to pass with or without modification(s) 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, and subject to approval of the shareholders in the General Meeting, if any and subject to the

approval of the Central Government, the Board hereby gives its consent for waiver of the recovery of excess remuneration

of Rs. 23,09,269/- paid to Mr. Anil Ramachandra Kini, Whole-Time-Director of the company, which is in excess 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 April1, 2015 and ending on March 31, 2016.


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 any of the Directors of the Company be and are hereby severally 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.”

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 Statutory Registers maintained under the Companies Act, 2013, will be available for inspection by the

members at the ANNUAL GENERAL MEETING.

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

6. A route map to the venue of the Annual General Meeting has been provided at the end of the Annual Report.

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

Item No. 4

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, 2016.

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

Notice (contd.)


Notice (contd.)

05

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 2015-16 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. The Board recommends the resolution

set forth in Item No. 4 for the approval of the members.

Item No. 5

The Company has paid an excess remuneration of Rs. 38,53,188/- for the year ended March 31, 2016, 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.

The Board accordingly recommends the resolution as set out in Item No. 5 for approval of the members.

Item No. 6

The Company has paid an excess remuneration of Rs. 23,09,269/- for the year ended March 31, 2016, 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.

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. 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.

The Board accordingly recommends the resolution as set out in Item No. 6 for approval of the members

For and on Behalf of Board of

Honeywell Electrical Devices and Systems India Limited

Mr. Rohit Bansal

(DIN: - 07152089)

thDate: 29 July 2016Place: Pune


Notice (contd.)

06

Details of Director to be appointed/ re-appointed at the Annual General Meeting to be held on Friday, September 23,

2016 in terms of Secretarial Standard -2.

Item No. 3

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.

NAME Mr. Rohit Bansal (DIN: 07152089)

DATE OF BIRTH AND AGE November 20, 1972 Age: 43 Years

DATE OF FIRST April 30, 2015

APPOINTMENT ON

BOARD IF ANY

QUALIFICATION 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

EXPERIENCE More than 18 Years' experience in the field of Business development management

which includes setting up and managing business operations, managing sales team

serving original equipment manufacturers, end users, panel builders and contractors

and building a distribution network.

Besides this, He led 5 year Strategic plan (LTBP), Annual operating Plan(AOP),

Management Report Review(MRR) processes for business. He is also experienced

in the field of building sales and marketing team's skill set and cross functional co-

ordination to execute the strategy. He has developed AP S&C channel sales strategy

and product specific strategies for Indian Market.

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.

DIRECTORSHIP HELD Nil

IN OTHER COMPANEIS

MEMBERSHIP/ He is a member of the Audit Committee, Nomination and Remuneration Committee

CHAIRMANSHIP OF & Corporate Social Responsibility Committee in the company.

COMMITTEES ACROSS

ALL COMPANIES He does not hold membership/chairmanship of committees in any other company.

NUMBER OF SHARES Nil

HELD IN THE COMPANY

AS ON DATE OF THIS

NOTICE


07

TERMS AND CONDITIONS Mr. Rohit Bansal was appointed as Additional Director and also appointed as

OF APPOINTMENT Time Director for the period of five years with effect from April 30, 2015. His

appointment for the term of five years was subsequently approved by shareholders

in the Annual General Meeting held on December 23, 2015, on the terms and

conditions as agreed with the Company. The shareholders in the Annual General

Meeting held on December 23, 2015, have approved the payment of remuneration to

Mr. Rohit Bansal, with effect from April 30, 2015 consisting of Basic pay, HRA, Other

allowances, and Employer PF contributions 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.

RELATIONSHIP WITH Mr. Rohit Bansal is not related to any of the directors of the Company.

OTHER DIRECTORS,

KEY MANAGERIAL

PERSONNEL OF THE

COMPANY

NUMBER OF MEETINGS The number of meetings attended by Mr. Rohit Bansal is as disclosed elsewhere in

OF THE BOARD the Directors' Report.

ATTENDED DURING THE

YEAR

Whole



Mr. Rohit Bansal

(DIN: - 07152089)

thDate: 29 July 2016Place: Pune

Notice (contd.)


08

Annexure to the Notice of Thirty First Annual General Meeting of Honeywell Electrical Devices And Systems India

Limited

The following Resolution No. 7 is proposed for approval of Shareholders and forms part of the Notice:

7. Appointment of Mr. Virender Shankar as Independent 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 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. Virender Shankar (DIN No. 00169553) who was appointed as an Additional Director of the Company on August 10,

2016 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..


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

Explanatory Statement Pursuant to Section 102 of the Companies Act 2013

Item No. 7

The Board appointed Mr. Virender Shankar as an Additional Director of the Company on August 10, 2016, pursuant to

Section 161 of the Companies Act, 2013

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Virender Shankar 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. Virender Shankar 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. Virender Shankar, to whom the resolution relates, is interested or concerned in the

resolution.

The Board recommends the resolution set forth in Item No.7 for the approval of the members.

Annexure to the Notice


09

Details of Director to be appointed/ re-appointed at the Annual General Meeting to be held on Friday, September

23, 2016 in terms of Secretarial Standard -2.

Item No. 7

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.

NAME Mr. Virender Shankar (DIN: 00169553)

DATE OF BIRTH AND AGE October 30, 1958 Age: 57

DATE OF FIRST August 10, 2016

APPOINTMENT ON

BOARD IF ANY

QUALIFICATION B.com

Fellow Member of The Institute of Chartered Accountants of India

Associate Member of The Institute of Company Secretaries of India

EXPERIENCE More than 30 years experience covering wide range from accounts, taxation, fund

management, mergers and acquisitions, corporate governance and supply chain.

Besides this, he has been key member for Implementation of SAP, forming and

managing Employee Trusts ( Gratuity and Superannuation). He was also actively

involved in Strategy work related to new opportunities and economic analysis for India &

International operations, tax and Treasury advice for new subsidiaries formation. ?

Prior to Honeywell, he was a Member of the Supervisory Board of Schneider Electric

representing World Wide Employees WESOP. He was also member of the Board of

Directors of Schneider Electric in India and Srilanka and member of the Board of

Directors of all the subsidiaries of Schneider Electric in India.

DIRECTORSHIP HELD IN Nil

OTHER COMPANEISHe is Partner in Mathur Gupta & Associates, Chartered Accountants, Delhi

MEMBERSHIP/ –

CHAIRMANSHIP OF

COMMITTEES ACROSS

ALL COMPANIES

Annexure to the Notice (contd.)


10

NUMBER OF SHARES Nil

HELD IN THE COMPANY

AS ON DATE OF THIS

NOTICE

TERMS AND CONDITIONS Mr. Virender Shankar has been appointed as Additional Independent Director with

OF APPOINTMENT effect from August 10, 2016.

As per Companies Act, it is proposed to appoint him as Independent Director for the

period of 5 years effective August 10, 2016; in the ensuing Annual General Meeting.

RELATIONSHIP WITH Mr. Virender Shankar is not related to any of the directors of the Company.

OTHER DIRECTORS, KEY

MANAGERIAL PERSONNEL

OF THE COMPANY

NUMBER OF MEETINGS Nil

OF THE BOARD ATTENDED

DURING THE YEAR



Mr. Rohit Bansal

(DIN: - 07152089)

Date: August 22, 2016

Place: Pune

Annexure to the Notice (contd.)


Directors’ Report

11

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 31,2016

FINANCIAL RESULTS

Your company achieved a turnover of Rs. 14,842 Lacs and the profit after tax is Rs. 212 Lacs. The key aspects of financial

performance of the Company for the financial year 2015-2016 are tabulated below:

PARTICULARS 2015-16 2014-2015

Sales and Other Incom 14,842 14,460

Profit before depreciation and Interest 1,045 1012

Less: Depreciation and Interest 591 408

Profit before Tax 454 604

Provision for Tax

Current 273 131

Deferred Tax (31) 26

Profit After Tax 212 447

Add: Surplus brought forward from previous year 10,161 9,714

Balance carried to Balance Sheet 10,373 10,161

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. 21,202,971/- 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.

DEVELOPMENTS

The Financial Year 2015-16 has remained tough due to slowdown in Indian Economy (especially construction sector),

moderate inflation & high interest rates, however Indian currency remained relatively stable. During this period real estate

industry got impacted significantly as developers ended up with higher inventory as well as reduced capital expenders by

IT/ITES sector.

Rs. in Lacs


Directors’ Report (contd.)

12

Further to this, high interest scenario made situation further difficult for the industry. During the year company has

introduced a new range citric catering medium segment and was well received in the market. The Circuit protection line

which company added to its portfolio last year is also getting good response from the market. With the circuit protection

range, we are able to offer “one-stop” solution to real estate developers. The company has also introduced small home safe

products to cater to residential segment. (USB Chargers, Auto Change overs etc.)

THE YEAR AHEAD

The real estate sector has been through a sluggish period for the last few years. However, we are seeing some

improvement in economy and real estate sector. Further government 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 portfolio with new product range in lower end of midmarket

segment.

PEOPLE DEVELOPMENT AND INDUSTRIAL RELATIONS

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

factory Achieved Gold Award in quality circle organized by QCFI (Quality Circle Forum of India Haridwar chapter). The site

also achieved 2nd position in India ISC HOS Sub council Kaizen competition. The Management continues to invest on

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

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

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, 2016.

SHARE CAPITAL

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

(Twenty Lakhs Only) 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 resigned as Independent Director of the company with

effect from May 16 2016. The Board is thankful for his contribution and guidance during the tenure of his directorship and

wishes him the very best in their future endeavors.

As per the provisions of the Companies Act, 2013, Mr. Rohit Bansal – Whole Time Director , retires by rotation at the

forthcoming AGM and being eligible, offers himself for reappointment. The Board recommends his reappointment.



13

The current Directors of the Company are as under:

Sl. No. Name of the Person Designation

1. Mr. Rohit Bansal Whole - time Director

2. Mr. Inder Jeet Singh Independent Director

3. Ms. Neelu Khatri Director

4. Mr. Chan Chee Leong (Mr. Derek Chan) Director

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

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

149:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies

Act, 2013, that he meets the criteria of Independence laid down in and Section 149(6) of the Companies Act, 2013

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, Ms. Neelu Khatri

and Mr. Rohit Bansal. Mr. Vinayak Deshpande, who was member of Committee resigned as Independent Director with

effect from 16 May 2016.

NOMINATION AND REMUNERATION COMMITTEE

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

criteria for determining qualifications, positive attributes and independence of director, determining the remuneration of

individual members of the Board of Directors of the company. Currently the Committee is comprised of Mr. Inder Jeet Singh,

Ms. Neelu Khatri and Mr. Rohit Bansal. Mr. Vinayak Deshpande, who was member of Committee resigned as Independent

Director with effect from 16 May 2016.



14

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

Mr. Inder Jeet Singh, Ms. Neelu Khatri and Mr. Rohit Bansal, Mr. Vinayak Deshpande, who was member of Committee

resigned as Independent Director with effect from 16 May 2016.

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 the 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.

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 Sadanand Vinayak Inder Jeet Neelu Rohit Anil Chan Frank Paul 1 2 5 Director Teje Deshpande Singh Khatri Bansal Ramchandra Chee Nonnenmann

3 4Kini Leong

Date of Meeting

April 30 2015 Yes No Yes NA NA Yes NA No

August 28 2015 NA Yes Yes Yes Yes Yes NA NA

October 15 2015 NA Yes Yes Yes Yes NA No NA

January 22 2016 NA Yes Yes Yes Yes NA Yes NA

1 th Resigned w.e.f. 28 August 20152 th Resigned w.e.f. 16 May 20163 thResigned w.e.f. 28 August 20154 th Appointed w.e.f. 28 August 2015

th Resigned w.e.f. 28 August 20155

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. The policy has been displayed on Company's website at the link:

https://www.mkelectric.com/en-in/AboutUs/AboutMKElectricIndia/Documents/Vigil%20Mechanism%20%

28Whistle%20Blower%20Policy%29.pdf



15

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. The

Company also proposes to remunerate its Independent Directors with profit-based commission subject to the limits laid

down under the Companies Act 2013.

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

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including



16

adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, performance of its Committees and of the directors

individually, as per the criteria laid down by the Nomination and Remuneration Committee. The evaluation was carried out

based on various parameters such as the participation in the Board & and its Committee meetings, contribution towards

accurate financial reporting, strategic guidance, risk mitigation, internal controls, governance, leadership and talent

development and managing external stakeholders. There was a separate meeting of the Independent Directors (without

the presence of non-independent directors and members of the management) to discuss the evaluation of the Board,

Committees and the Non-Executive Directors. The discussions covered both strategic and operational aspects of the

Board functioning, as well as the quality, content and timeliness of the flow of information between the Management and the

Board. The inputs from the meeting were shared with the Nomination and Remuneration Committee. The performance

evaluation of the Independent Directors was carried out by the entire Board.

SUBSIDIARY COMPANIES

The company has no subsidiary company as on the end of the financial year March 31, 2016. Further there were no

subsidiary companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during

the year under review.

EXTRACTS OF THE ANNUAL RETURN

The extract of Annual Return of your company as on March 31, 2016 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 of the Company for the period under review.



17

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 Annexure 4.

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.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under M/s Deloitte

Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) were appointed as the Statutory Auditors for a period of 5

years to hold office from the conclusion of the last AGM of the Company held on December 23, 2015, subject to ratification of

their appointment at every AGM. A resolution seeking ratification of their appointment forms part of the Notice of AGM.

QUALIFICATION(S) IN THE STATUTORY AUDITOR'S REPORT

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

Director(s) of the Company as below:

a) ` 29,645,246 (from FY 2011-12 to FY 2014-15), which is in excess of the limits prescribed under Section 198 of the

Companies Act, 1956 / 197 of the Act read with Schedule XIII of the Companies Act, 1956 / Schedule V of the Act and

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [collectively referred to as

“specific requirements”]; the Company has applied to the Central Government of India as per the specific requirements.

stb) ` 16,895,464 for the year ended 31 March, 2016, is subject to shareholders approval. Managerial remuneration of ₹

6,162,457 is in excess of the limits prescribed as per the specific requirements, as applicable. The Company is in the

process of seeking necessary approval from Central Government of India.



18

In case the Company is unable to obtain the requisite approvals from the Central Government of India, the Company will

have to recover back the managerial remuneration paid in excess for the respective years. This matter was also qualified in stthe report of the predecessor auditors on the financial statements for the year ended 31 March 2015.

As required by Section 143 (3) of the Act, we report that-

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect

on the functioning of the Company.

(h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating

effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses a qualified opinion on

the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting: -

According to the information and explanations given to us and based on our audit, a material weakness has been identified

as at 31st March, 2016 relating to inadequate internal financial controls over financial reporting in respect of payment of

managerial remuneration. The Company has not obtained the approval from the Central Government as required by the

provisions of the Companies Act, 2013 and rules thereof, for the excess managerial remuneration paid during the financial

year 2015-16, more fully described in Note 38 to the financial statements which could potentially result in non-compliance

with the provision of Companies Act, 2013.

MANAGEMENT RESPONSE TO THE QUALIFICATIONS

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

Section134 of the Companies Act, 2013 to the adverse remark/qualification made by the statutory auditors in their reports

respectively:

The Directors wish to state that –

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

from FY 2011-12 to FY 2014-15 in terms of provisions of the Companies Act.

b. The Company is in the process of obtaining approval of shareholders in the ensuing Annual General Meeting, for

waiver of excess managerial remuneration paid from FY 2015-2016 in terms of the provisions of the Companies Act.

The Company will then make necessary applications to Central Government for its approval in the matter.

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 applicable to your Company for the financial year 2015-2016.

Your Company submitted its Cost Audit Report for the FY 2014-2015, 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 2016-2017.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As the Company is an unlisted company, the Company is not required to disclose the details of employee remuneration in

this Report.



19

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

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company respects and values diversity reflected in various backgrounds, experiences, and ideas and is committed to

providing employees with a workplace that is free from discrimination or harassment. The Company has adopted a policy

on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Every employee is required to

complete mandatory online training on 'Prevention of Sexual Harassment at Workplace'. Senior employees and managers

are required to complete two-hour live training. The Company has Internal Complaints Committee (ICC) established in

accordance with the aforesaid Act for addressing sexual harassment incidents.

1 complaint on sexual harassment was received by the Company during the financial year under review and is open as on

March 31, 2016.

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

Rohit Bansal Neelu Khatri

Whole – time Director Director

DIN: 07152089 DIN: 07152087

thDate: 29 July 2016

Place: Pune



20

Annexure 1

EXTRACTS OF THE ANNUAL RETURN AS ON FINANCIAL YEAR ENDED MARCH 31, 2016[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:

Sl. No Name and Description of main products/ NIC code of the product/ Percentage of contribution to

Services Services total turnover (%)

01 Manufacturing and Trading of Electricals 31200 100%

devices and control systems

III. Particulars of Holding, Subsidiary and Associate Companies:

Sl. No Name and Address of the Company CIN/GLN Holding/ Subsidiary Percentage of Applicable

Associates or share held Section

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



21

I.S

hare

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g P

att

ern

(Eq

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ap

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tag

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f To

tal E

qu

ity)

i)C

ate

gory

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hold

ing

Cate

go

ries o

f sh

are

ho

lders

No

. o

f sh

are

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at

the b

eg

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ing

of

the

No

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of

the

% c

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year

ye

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A. P

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rs

(1)

India

n

a)

Indiv

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l--

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b)

Centr

al G

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----

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tate

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(s)

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d)

Bodie

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orp

.--

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Banks

/ F

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ny

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(2)

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Is -

Indiv

iduals

----

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b)

Oth

er

Indiv

iduals

----

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c) B

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8,6

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.32

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) (2

)--

8,6

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91

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--

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8,6

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8,6

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91

.32

--

Pro

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(A)

= (

A)(

1)+

(A)(

2)

B. P

ublic

Sh

are

hold

ing

1. In

stitu

tions

a)

Mutu

al F

unds

----

----

----

----

–

b)

Banks

/ F

I--

----

----

----

--–

c) C

entr

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ovt

----

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d)

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(s)

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To

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% o

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22

Cate

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of

sh

are

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No

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are

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at

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of

the

No

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ye

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----

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f) Insu

rance

Com

panie

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----

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g)

FIIs

----

----

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h)

Fore

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----

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(sp

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Tru

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)(1)

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i) India

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350

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ii) Indiv

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sh

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of R

s 1 la

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(sp

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----

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GD

Rs

& A

DR

s

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nd

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tota

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23

ii) Shareholding of Promoters:

Sl. Shareholders Shareholding at the beginning of the year Shareholding at the end of the year No Name

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

No. of % of total %of Shares No. of % of total %of Shares % change in

Shares Shares of the Pledged / Shares Shares of the Pledged / shareholding

company encumbered company encumbered during the

to total shares to total shares year

iii) Change in Promoters' Shareholding ( please specify, if there is no change)

in Promoters' Shareholding during the year.

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

There is no change

1 Reyaz Ratan Mama

At the beginning of the year 2000 0.21% 2000 0.21%

Date wise Increase / Decrease in Promoters Share Nil Nil Nil Nil

holding during the year specifying the reasons for

increase / decrease (e.g. allotment / transfer / bonus/

sweat equity etc):

At the End of the year 2000 0.21% 2000 0.21%

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

2 Mahendra Girdharilal





sweat equity etc):



3 For Manoj Jalan





sweat equity etc):



Sl. Shareholding at the Cumulative Shareholding

No beginning of the year during the year

No. of Shares % of total No. of shares % of total

shares of the shares of the

Company company



24





Company company

4 For Sheila P Bajaj





sweat equity etc):



5 For Prakash H Bajaj





sweat equity etc):



6 For Rajkumar S Mehta





sweat equity etc):



7 For Parimal K Shah


Date wise Increase / Decrease in Promoters Share NIL NIL NIL NIL



sweat equity etc):



8 For Ajay Sheth


Date wise Increase / Decrease in Promoters Share NIL NIL NIL NIL



sweat equity etc):



25



9 For Joseph Louise

At the beginning of the year 1700 0.18% NIL NIL

Date wise Increase / Decrease in Promoters Share



sweat equity etc):

Transfer on 22 January 2016 (1700) NIL NIL NIL

At the End of the year NIL NIL NIL NIL


10 For Ganesh Shridhar Shanbag

At the beginning of the year NIL NIL NIL NIL




sweat equity etc):

Transfer on 28 August 2015 25050 2.63% 25050 2.63%



11 Jerome Hereford Lazaro





sweat equity etc):



12 Nirmala Murali





sweat equity etc):







Company company



26





Company company

13 Darius Cama





sweat equity etc):



14 Dhaval Thakkar





sweat equity etc):



15 Ganapati Kashi





sweat equity etc):



16 Indra Saraf





sweat equity etc):



17 Kamla Balumal Khatri





sweat equity etc):



27





Company company



18 MICHEAL GEORGE MIRANDA





sweat equity etc):



19 RAJNI KHOKHANI





sweat equity etc):



20 SAJU I BHOJWANI





sweat equity etc):



21 SHAH ALAM PAWASKAR





sweat equity etc):



22 SACHIN P BAJAJ




28





Company company




sweat equity etc):





23 AMBARAM RAMJI ALIPURIA





sweat equity etc):



24 CHANDRAMANIBEN D JOSHI





sweat equity etc):



25 NITESH A THAKKAR





sweat equity etc): Nil Nil Nil Nil

At the End of the year

(or on the date of separation, if separated during the year) 500 0.05% 500 0.05%



29

Sl. Particulars Shareholding at the Cumulative Shareholding




Company company

v) Shareholding of Directors and Key Managerial Personnel:

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

2. Date wise Increase / Decrease in Shareholding during Nil Nil Nil Nil

the year specifying the reasons for increase / decrease

(e.g. allotment / transfer / bonus/ sweat equity etc.)

3. At the End of the year(or on the date of separation, 100 0.01% 100 0.01%

if separated during the year)

*Resigned with effect from 28 August 2015

For Mr. Sadanand Vitthal Teje*

II. Indebtedness: NIL

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

Secured Loans Unsecured Deposits Total

excluding deposits Loans 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



30

III. Remuneration of Directors And Key Managerial Personnel:

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

1 Gross salary 4,153,188 2,343,809 10,733,007 17,230,004

(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

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission

- as % of profit

- others, specify - - - -

5 Others, please specify 66,528 106,580 357,465 530,573Contribution to provident and other funds

Total (A) 42,19,716 2,450,389 11,090,472 17,760,577

Ceiling as per the Act - - 120,000,000 -

Sl. Particulars of Remuneration Name of Managing director and Whole time director Total No Amount

Sadanand Vitthal Anil Ramachandra Rohit Bansal Teje Kini

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

IV. 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.




DIN: 07152089 DIN: 07152087


Place: Pune



31

Annexure - 2

Annual Report on Corporate Social Responsibility (CSR) Activities

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

We, at Honeywell, are committed to creating tools and solutions to improve people's quality of life and to making a

measurable difference in our own neighborhoods and communities. Honeywell, in partnership with leading public and

non-profit institutions, has developed programs to address needs in the communities it serves. By applying the same

rigor and business tools we build such programs.

In 2014-15 the Company funded Safe Kids at Home India program, an educational program for teachers and parents to

help prevent and reduce common injuries to children at home. Safe Kids at Home has trained 37,000+ children in Pune

about home safety in the first year. Many of the Company's employees are participating in training conducted by Safe

Kids Foundation India and becoming volunteers.

With the 2015-16 CSR commitment, the Company added a new not-for-profit partner Agastya International

Foundation (AIF). Agastya International Foundation (AIF) is a Bangalore based non-profit organisation that brings

innovative hands-on science education and peer-to-peer learning to economically disadvantaged children and

government schoolteachers across India.

Weblink of CSR Policy – https://www.mkelectric.com/en-in/AboutUs/AboutMKElectricIndia/Documents/ CORPORATE_

SOCIAL_RESPONSIBILITY_POLICY.pdf

2. The Composition of CSR Committee

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

Mr. Inder Jeet Singh, Ms. Neelu Khatri and Mr. Rohit Bansal. Mr. Vinayak Deshpande, who was member of Committee

resigned as Independent Director with effect from 16 May 2016.

3. Average net profit of the company for last three financial years – Rs. 891 lacs

4. Prescribed CSR Expenditure (2% of the amount as in item 3 above) – Rs. 17.82 lacs

5. Details of CSR spent during the financial year

(a) Total amount spent for the financial year - During the period under review, your Company has contributed a

sum of Rs. 17.82 lacs towards its CSR commitment. Of this, Rs. 17.82 lacs was contributed to Agastya

International Foundation for the aforementioned project, which will be spent by Agastya International Foundation

over the period 2016-19.



32

(b) Amount unspent, if any - NIL

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

(1) CSR project or activity identified Agastya International Foundation science centers,

mobile science labs, and student mentors

(2) Sector in which the Project is covered Education

(3) Projects or programs

(1) Local Area or other (1) Bangalore, Karnataka, and NCR

(2) Specify the State and district where projects (2) Karnataka, NCR

or programs was undertaken

(4) Amount outlay(budget) projects or programs wise Rs 17.82 lacs

(5) Amount spent on the projects or programs

Subheads

(1) Direct expenditure on projects or program (1) Rs. 17.82 lacs

(2) Overheads (2) Nil

(6) Cumulative expenditure upto the reporting period Rs. 17.82 lacs

(7) Amount spent: Through implementing agency:

Direct or through implementing agency Agastya International Foundation

Address: No. 101, Varsav Plaza, 12,

Jayamahal Main Road, Bangalore - 560 046

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.




DIN: 07152089 DIN: 07152087


Place: Pune


33

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 –

All the transactions are on ongoing basis and in the ordinary course of business and at Arm's length and are disclosed

in the Financial Statements.





DIN: 07152089 DIN: 07152087


Place: Pune

34

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, 2016 for the same are as under:

Factory at Chennai

– Achieved the Energy Conservation of 27408 KWH (Units) through Retro fitment of Energy Efficient servo Drive for

Hydraulic System in Higher capacity Injection Moulding

– Reduced the Power consumption of around 43230Kwh/ Annum through replacement of conventional induction

motor to Variable Speed Drive system in Air compressor system

– Reduced the 2400 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

– Daylight optimization by installation roof ventilator

– Replacing 15 HPMV street lights with solar light

– Reduction in electricity Bill by improving Power Factor

– Repair and Overhaul of Water piping to capture leakage

– Installation solar water heater for canteen, pantry & R&D washroom

– Reduced the 1500 KWH Power consumption/ Annum in Factory Lighting system through T5 and LED light fittings

(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. 2,865/- Lakhs and the total foreign exchange earned was

Rs. 3,664/- Lakhs




DIN: 07152089 DIN: 07152087


Place: Pune




Independent Auditors’ Report

35

TO THE MEMBERS OF HONEYWELL ELECTRICAL DEVICES AND SYSTEMS INDIA LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of HONEYWELL ELECTRICAL DEVICES AND SYSTEMS stINDIA LIMITED (“the Company”), which comprise the Balance Sheet as at 31 March, 2016, the Statement of Profit and

Loss and 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

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 that 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, as applicable. This

responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding the assets of the Company and for preventing and detecting 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, that were operating effectively for

ensuring the accuracy and completeness of the accounting records, 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

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order

under section 143 (11) of the Act.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards 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.

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 auditor's 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. 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.

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

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

Director(s) of the Company as below:

36

a) ₹ 29,645,246 (from FY 2011-12 to FY 2014-15), which is in excess of the limits prescribed under Section 198 of the

Companies Act, 1956 / 197 of the Act read with Schedule XIII of the Companies Act, 1956 / Schedule V of the Act and

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [collectively referred to as

“specific requirements”]; the Company has applied to the Central Government of India as per the specific requirements.

stb) ₹ 16,895,464 for the year ended 31 March, 2016, is subject to shareholders approval. Managerial remuneration of

₹ 6,162,457 is in excess of the limits prescribed as per the specific requirements, as applicable. The Company is in the

process of seeking necessary approval from Central Government of India.

In case the Company is unable to obtain the requisite approvals from the Central Government of India, the Company will

have to recover back the managerial remuneration paid in excess for the respective years. This matter was also qualified in st the report of the predecessor auditors on the financial statements for the year ended 31 March 2015.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the

matter described in the Basis for Qualified Opinion paragraph above, the aforesaid financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting stprinciples generally accepted in India, of the state of affairs of the Company as at 31 March, 2016, and its profit and its

cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 purposes of our audit.

b) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion,

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.

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 prescribed under

section 133 of the Act, as applicable.

e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse

effect on the functioning of the Company.

stf) On the basis of the written representations received from the directors as on 31 March, 2016 taken on record by stthe Board of Directors, none of the directors is disqualified as on 31 March, 2016 from being appointed as a

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

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as

stated in the Basis for Qualified Opinion paragraph above.

h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the

operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses a

qualified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over

financial reporting.


Independent Auditors’ Report (contd.)

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm Registration No. 117366W/W-100018)

Sunil S Kothari

Partner

(Membership No. 208238)

Place: PunethDate: 29 July 2016

i) 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 information and according to the

explanations given to us:

(a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements

– Refer Note 24 to the financial statements;

(b) The Company did not have any long-term contracts including derivative contracts for which there were any

material foreseeable losses;

(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and

Protection Fund by the Company.

2. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the Central Government in terms

of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the

Order.

ANNEXURE “A” TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143

of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of HONEYWELL ELECTRICAL DEVICES AND stSYSTEMS INDIA LIMITED (“the Company”) as of 31 March, 2016 in conjunction with our audit of the financial statements

of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components of

37


Independent Auditors’ Report (contd.)

internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of

adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its

business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds

and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial

information, as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our

audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing

prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those

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

obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established

and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a

material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on

the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on

the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company's internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a

material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion

or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to

the risk that the internal financial control over financial reporting may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Annexure to Independent Auditors’ Report

38

Qualified Opinion

According to the information and explanations given to us and based on our audit, a material weakness has been identified stas at 31 March, 2016 relating to inadequate internal financial controls over financial reporting in respect of payment of

managerial remuneration. The Company has not obtained the approval from the Central Government as required by the

provisions of the Companies Act, 2013 and rules thereof, for the excess managerial remuneration paid during the financial

year 2015-16, more fully described in Note 38 to the financial statements which could potentially result in non-compliance

with the provision of Companies Act, 2013.

A 'material weakness' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting,

such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial

statements will not be prevented or detected on a timely basis.

In our opinion, to the best of our information and according to the explanations given to us, except for the effect of the

material weakness described above on the achievement of the objectives of the control criteria, the Company has

maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial stcontrols over financial reporting were operating effectively as at 31 March, 2016, based on the internal control over

financial reporting criteria established by the Company considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India.




Sunil S Kothari

Partner



ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

( i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation

of fixed assets.

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of

five years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According

to the information and explanations given to us, no material discrepancies were noticed on such verification.


39

Annexure to Independent Auditors’ Report (contd.)

(c) According to the information and explanations given to us and the records examined by us and based on the

examination of the registered sale deeds in respect of the land properties and property tax/related compliance

documents in respect of the building properties, provided to us, we report that, the title deeds, comprising all the

immovable properties of land and buildings which are freehold, are held in the name of the Company as at the

balance sheet date.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals

and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or

other parties covered in the register maintained under section 189 of the Act.

(iv) The Company has not granted any loans, made investments or provide guarantees and hence reporting under clause

3 (iv) of the Order is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit and hence

reporting under clause 3 (v) of the Order is not applicable.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Act. We

have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and

Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the

Act, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have,

however, not made a detailed examination of the cost records with a view to determine whether they are accurate or

complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been regular has generally been regular in depositing undisputed statutory dues, including

Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty,

Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-

tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory stdues in arrears as at 31 March, 2016 for a period of more than six months from the date they became payable,

except as mentioned below:


40


Nature of Dues Amount ( ) Period to which Due Date Date of subsequent

the Amount Relates payment

₹

Service tax 76,435 2014-15 06-Oct-14 8-Jul-16

Service tax 304,466 2014-15 06-Oct-14 8-Jul-16

Service tax 40,510 2015-16 06-Jan-15 8-Jul-16

Service tax 4,944 2015-16 06-Jan-15 8-Jul-16

Service tax 1,630 2015-16 06-May-15 8-Jul-16

Service tax 3,603 2015-16 06-Sep-15 8-Jul-16


41

( c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which sthave not been deposited as on 31 March, 2016on account of disputes are given below:

Nature of Due Forum where Dispute Period to which Amount Unpaid Amount paid

is Pending amount relates ( ) under protest ( )₹ ₹

Income Tax Act, 1961

Income tax High Court AY 2005-06 20,578,014 19,230,916

Income tax Commissioner of Income Tax, AY 2009-10 to 48,638,641 11,616,050

Appeals AY 2012-13

Respective Sales Tax Laws - Value Added Tax (VAT), Central Sales Tax (CST), Works Contract Tax (WCT) and Entry Tax

CST Additional Commissioner, VAT-Delhi AY 2009-10 to 33,610,079 -

AY 2012-13

CST Additional Commissioner, FY 2010-11 2,650,773 -

VAT - Maharashtra

CST Additional Commissioner, FY 2011-12 31,017,577 -

VAT - TamilNadu

VAT Deputy Commissioner, AY 2008-09 to 88,560,000 -

VAT -Dehradun AY 2011-12

CST Deputy Commissioner, AY 2008-09 to 592,700,000 -

CST-Dehradun AY 2011-12

CST Assessing authority, CST - Haryana AY 2013-14 3,460,500 -

(viii) The Company has not taken any loans or borrowings from financial institutions, banks and government or has not

issued any debentures. Hence reporting under clause 3 (viii) of the Order is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or

term loans and hence reporting under clause 3 (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company

and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us during the year, the Company has

paid/provided managerial remuneration in excess of the limits and approvals prescribed under section 197 read with

Schedule V to the Act to the following managerial personnel:


The Company is in the process of

submission of the application to the

Central Government seeking waiver

from recovery of the excess

managerial remuneration paid

during the financial year 2015-16.

Managerial Excess amount of Financial year Treatment of the Steps taken by the Company

Position remuneration paid/ ending excess remuneration for securing refund

provided ( ) in the respective year

financial statements

₹

Managing Director 3,853,188

Whole-time Director 2,309,269

Included in the profit

and loss account

Remuneration paid to managerial personnel during earlier years from FY 2011-12 to FY 2014-15, included ₹ 29,645,246,

which is in excess of the limits prescribed under Section 198 of the Companies Act, 1956 / 197 of the Act read with Schedule

XIII of the Companies Act, 1956 / Schedule V of the Act and the relevant rules thereon. In respect of these payments, the

Company has made necessary applications for approval from the Central Government of India which are awaited.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with

Section 188 and 177 of the Act, where applicable, for all transactions with the related parties and the details of related

party transactions have been disclosed in the financial statements etc. as required by the applicable accounting

standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly

convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not

entered into any non-cash transactions with its directors or persons connected with him and hence provisions of

section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.




Sunil S Kothari

Partner




42


st31 March, 2016

Note As at March 31, 2016

Rs.

As at March 31, 2015

Rs.

43

Equity and Liabilities

Shareholders' Fund

Share Capital 2 9,516,400 9,516,400

Reserves and Surplus 3 1,037,356,172 1,016,153,201

1,046,872,572 1,025,669,601

Non-current Liabilities

Long-term Provisions 4 20,218,429 25,063,875

20,218,429 25,063,875

Current Liabilities

Trade Payables 5

- Total outstanding dues of Micro Enterprises and 162,476 45,048,799

Small Enterprises

- Total outstanding dues of creditors other than Micro 238,830,699 198,282,800

Enterprises and Small Enterprises"

Other Current Liabilities 6 63,751,824 57,382,993

Short-term Provisions 7 12,804,206 11,504,391

315,549,205 312,218,983

Total 1,382,640,206 1,362,952,459

Assets

Non-current assets

Fixed assets

- Tangible Assets 8(a) 151,282,081 168,446,988

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

Deferred Tax Assets (net) 9 19,946,810 16,848,913

Long-term Loans and Advances 10 178,558,879 203,797,669

351,206,011 390,511,811

Current assets

Inventories 11 229,486,553 225,213,348

Trade Receivables 12 440,324,836 377,731,036

Cash and Bank Balances 13 340,130,409 345,596,221

Short-term Loans and Advances 14 18,611,552 17,197,833

Other Current Assets 15 2,880,845 6,702,210

1,031,434,195 972,440,648

Total 1,382,640,206 1,362,952,459

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

In terms of our report of even date.

For Deloitte Haskins & Sells LLP For and on behalf of the Board


Sunil S Kothari Rohit Bansal Neelu Khatri

Partner Director Director

Membership No: 208238

Place: Pune Place: Pune

Date: July 29, 2016 Date: July 29, 2016

Note For the year ended March 31, 2016

Rs.

For the year ended March 31, 2015

Rs.

Revenue from Operations (gross) 16 1,463,923,000 1,399,040,632

Less: Excise Duty 4,510,902 3,457,147

1,459,412,098 1,395,583,485

Other Income 17 24,847,281 50,432,309

Total Revenue 1,484,259,379 1,446,015,794

Expenses

Cost of Materials Consumed 18 489,877,501 464,330,329

Purchases of Stock-in-trade 32 239,841,876 238,661,157

Changes in Inventories of Finished Goods, Work-in- 19 10,124,138 44,564,844

progress and Stock-in-trade

Employee Benefits Expense 20 283,521,035 253,037,170

Finance Costs 21 2,842,467 1,987,546

Depreciation and Amortisation (net) 8(d) 56,242,452 38,758,941

Other Expenses 22 356,426,364 344,239,799

Total Expenses 1,438,875,833 1,385,579,786

Profit Before Tax 45,383,546 60,436,008

Tax Expenses

- Current Tax 36,160,994 17,012,120

- Reversal of Current Tax in respect of Previous Years 2,435,142 (2,149,698)

- Minimum Alternate Tax Credit (for the Previous Years) (11,317,664) (1,747,934)

- Deferred Tax (3,097,897) 2,601,143

Profit for the year 21,202,971 44,720,377

Earnings per Share

Nominal Value per share Rs.10/- 36

- Basic and Diluted 22.28 46.99

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









4444

Note For the year ended March 31, 2016

Rs.


Rs.

A. Cash flow from operating activities:

Profit before tax 45,383,546 60,436,008

Adjustments:

Depreciation and Amortisation 56,242,452 38,758,941

Provision for Doubtful Debts (3,369,151) 1,715,481

AFDA Reversal for subsequent collections 6,887,959 -

Bad Debts 4,194,484 695,948

Provision for Retirement Benefits 7,289,091 (2,446,223)

Interest Income (19,862,972) (29,701,346)

Provision/Liabilities written back to the extent no longer required (1,908,736) (20,730,963)

Provision for Warranty 9,207,028 12,142,111

Provision for Indirect Tax Matters 1,500,000 -

Loss on Sale of Fixed Assets - 357,317

Unrealised Foreign Exchange (gain)/loss (1,108,111) (636,263)

Interest Expense 2,842,467 1,987,546

Operating profit before working capital changes 107,298,057 62,578,556

Adjustments for working capital changes:

(Increase) / Decrease in Inventories (4,273,205) 43,524,055

(Increase) / Decrease in Trade and Other Receivables (64,074,671) (27,717,785)

Increase / (Decrease) in Trade and Other Payables (20,418,760) (42,393,435)

Cash generated from operations 18,531,421 35,991,391

Less: Income tax paid (24,606,678) (18,759,981)

Net Cash generated from / (used in) operations (A) (6,075,257) 17,231,410

B. Cash flow from investing activities

Purchase of Fixed Assets (20,320,465) (65,005,619)

Proceeds on Sale of Fixed Assets 416,227 345,531

Interest Received 20,556,648 30,756,258

Net Cash generated from / (used in) Investing activities (B) 652,410 (33,903,830)

C. Cash flow from financing activities - -

D. Net cash used during the year ( A + B + C ) (5,422,847) (16,672,420)

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

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

Cash and Cash Equivalents at the end of the year 340,130,409 345,596,221

4445

Note As atMarch 31, 2016

Rs.

As atMarch 31, 2015

Rs.

Cash and Cash Equivalents

Balances with Banks:

- In Current Accounts 27,595,317 21,034,785

- In Exchange Earners Foreign Currency Account 26,535,092 24,561,436

- Deposits with original maturity less than 3 months 100,000,000 300,000,000

Other Bank Balances

- Deposits with original maturity more than 3 months 186,000,000 -

340,130,409 345,596,221

Note:

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

Standard - 3 (AS 3) on Cash Flow Statement









4446

47


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.

48


Asset Useful Life followed by the under Schedule II of the

Company Companies Act, 2013(Years) (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

Useful Life prescribed

Notes (contd.)

* Based on Single shiftAll 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 value is 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

49


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

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 for employees 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

Notes (contd.)

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 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.

50


Notes (contd.)

51


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.

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, 2016

Rs.

As atMarch 31, 2015

Rs.

2 Share Capital

Authorised

2,000,000 (March 31, 2015: 2,000,000) Equity Shares of Rs.10 each 20,000,000 20,000,000

Issued, Subscribed and paid up:

951,640 (March 31, 2015: 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

Balance at the beginning of the year

Balance at the end of the year

As at March 31, 2016 Rs. As at March 31, 2015 Rs.

Number of shares Amount Number of shares AmountRs. Rs.

951,640 9,516,400 951,640 9,516,400

951,640 9,516,400 951,640 9,516,400

(b) Rights, preferences and restrictions attached to Equity Shares

)(c Equity Shares held by holding company

869,100 shares (March 31,2015: 869,100 shares) held by Novar ED&S Limited, U.K.

As at

March 31, 2016

Rs.

As at

March 31, 2015

Rs.

8,691,000 8,691,000

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.

869,100 91.33% 869,100 91.33%

(d) Details of Shareholders holding more than 5% of Equity Shares as at the year end

52


Notes (contd.)

Novar ED&S Limited, U.K.

As at March 31, 2016 Rs. As at March 31, 2015 Rs.

Number of shares % holding Number of shares % holding

As at

March 31, 2016

Rs.

As at

March 31, 2015

Rs.

3 Reserves and Surplus

Capital Redemption Reserve

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 1,015,669,601 970,949,224

Add: Profit for the year 21,202,971 44,720,377

Balance as at the end of the year 1,036,872,572 1,015,669,601

1,037,356,172 1,016,153,201

4 Long-term Provisions

Provision for Employee Benefits:

- Gratuity (Refer Note 20a) - -

- Compensated Absences 5,298,630 4,436,372

Other Provisions:

- Warranty (Refer Note 7a) 14,919,799 20,627,503

20,218,429 25,063,875

5 Trade Payables

Trade Payables

- Total outstanding dues of Micro Enterprises and 162,476 45,048,799

Small Enterprises (Note 33)

- Total outstanding dues of creditors other than Micro 238,830,699 198,282,800

Enterprises and Small Enterprises

238,993,175 243,331,599

Notes to financial statements

53


Notes (contd.)

6 Other Current Liabilities

Other Payables:

Employee Benefits Payable 15,176,034 9,819,801

Capital Creditors 186,787 3,647,634

Provision for Discount 34,121,644 23,422,349

Advance Payments From Customers 2,211,108 901,303

Statutory dues (including Provident Fund and Tax deducted at Source) 7,387,869 16,112,956

Interest due to suppliers registered under the MSMED Act 4,668,382 3,478,950

63,751,824 57,382,993

7 Short-term Provisions

Provision for Employee Benefits:

- Gratuity ( Refer Note 20a) 3,824,478 -

- Compensated Absences 809,086 1,334,424

Other Provisions: (Refer Note 7a)

- Warranty 1,670,642 5,169,967

- Indirect Tax Matters 6,500,000 5,000,000

12,804,206 11,504,391

As at

March 31, 2016

Rs.

As at

March 31, 2015

Rs.

Provisions:

Balance as at the beginning of the year 25,797,470 5,000,000 13,655,360 5,000,000

Additions/Reversals (6,609,247) 1,500,000 14,878,726 -

Amounts used (2,597,782) - (2,736,616) -

Balance as at the end of the year 16,590,441 6,500,000 25,797,470 5,000,000

Classified as Non-current: 14,919,799 - 20,627,503 -

Classified as Current: 1,670,642 6,500,000 5,169,967 5,000,000

16,590,441 6,500,000 25,797,470 5,000,000

Notes:

(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 possible 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.

(a) Disclosure under Accounting Standard 29 on "Provisions, Contingent Liabilities and Contingent Assets"


Rs.


Rs.

Warranty Indirect Tax Matters

Warranty Indirect Tax Matters


54


Notes (contd.)

8 F

ixed

Assets

(Fig

ure

s in

Rs.)

(a)

Tan

gib

le A

ssets

As a

t

Ad

dit

ion

sD

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A

s a

t

Up

to

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r th

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n

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to

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at

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ril

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h 3

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(R

efe

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ote

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tio

ns

Marc

h 3

1, 2016

M

arc

h 3

1, 2016

Fre

eh

old

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nd

3,4

35

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)

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39

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7

19

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1

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63

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20

,55

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8,9

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(3

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55


Notes (contd.)

8 F

ixed

Assets

(Co

ntd

....)

(Fig

ure

s in

Rs.)

(b)

Inta

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As

se

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as a

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h 3

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M

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h 3

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Inta

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as

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hold

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-

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00)

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Gro

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ure

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(d)

The a

bove in

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am

ount

of

Rs.

13,1

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bein

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.

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The C

om

pany

has

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il (M

arc

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1,

2015:

Nil)

borr

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during t

he y

ear.

No

tes t

o f

inan

cia

l sta

tem

en

ts

56


Notes (contd.)

As at

March 31, 2016

Rs.

As at

March 31, 2015

Rs.

9 Deferred Tax Asset (net)

Deferred Tax Asset

Disallowance u/s 40(a) of the Income Tax Act,1961 6,255,990 9,392,911

Provision for Doubtful Debts 6,561,494 7,675,436

Voluntary Retirement Scheme 819,225 2,479,297

Retirement Benefits 3,194,083 873,889

Bonus 4,594,598 3,008,516

21,425,390 23,430,049

Deferred Tax Liability

Depreciation 1,478,580 6,581,136

1,478,580 6,581,136

19,946,810 16,848,913

10 Long-term Loans and Advances

Un-secured and considered good (unless otherwise stated)

Capital Advances 4,396,332 27,030,481

Security Deposits 12,274,646 12,274,646

Other loans and advances

- Sales Tax paid under protest 31,084,731 31,017,578

- Minimum Alternate Tax Credit entitlement 11,317,664 7,579,497

Advance Income Tax (Net of provision of Rs.175,252,695 (March 31, 2015 : 119,485,506 125,895,467

Rs.118,666,624))

The provision for tax is net of cumulative utilisation of Minimum Alternate Tax Credit of Rs.38,582,295 includes Rs 3,738,167 for earlier years (March 31, 2015 : Rs.31,002,798)

178,558,879 203,797,669

11 Inventories

Raw Materials and Components 114,496,840 89,100,389

Raw Material in transit 5,600,241 13,974,286

Packing Materials 3,478,314 6,103,377

Work-in-progress 13,040,262 16,569,309

Finished Goods 45,612,640 51,482,847

Stock-in-trade 44,240,601 41,852,632

Stock-in-trade In transit 3,017,655 6,130,508

229,486,553 225,213,348


57


As at

March 31, 2016

Rs.

As at

March 31, 2015

Rs.

(a) Details of inventory

(i) Details of Work-in-progress:

Wiring Devices 9,549,059 13,134,793

Cable Management Systems 13,056 -

Lighting Management Systems 76,803 111,973

Bells and Chimes 3,401,344 3,322,543

13,040,262 16,569,309

(ii) Details of Finished goods:

Wiring Devices 26,866,062 38,873,136

Cable Management Systems - 22,958

Lighting Management Systems 1,287 269,329

Bells and Chimes 341,017 79,598

Circuit Protection 18,404,274 12,237,826

45,612,640 51,482,847

(iii) Details of Stock-in-trade:

Wiring Devices 31,211,880 26,969,236

Cable Management Systems 9,443,578 13,318,561

Lighting Management Systems 3,775,925 2,995,225


47,258,256 47,983,140

12 Trade Receivables

Unsecured and considered good

Outstanding for a period exceeding 6 months

from the date they are due for payment 8,261,657 10,135,919

Others 432,063,179 367,595,117

Unsecured considered doubtful

Outstanding for a period exceeding 6 months from the date they are due for payment 19,845,428 23,214,579

Others 1,448,390 1,145,779

Less: Provision for doubtful debts (21,293,818) (24,360,358)

440,324,836 377,731,036


Notes (contd.)

58


13 Cash and Bank Balances

Cash and Cash Equivalents

Balances with Banks:

- In Current Accounts 27,595,317 21,034,785

- In Exchange Earners Foreign Currency Account 26,535,092 24,561,436

- Deposits with original maturity less than 3 months 100,000,000 300,000,000

Other Bank Balances

- Deposits with original maturity More than 3 months 186,000,000 -

340,130,409 345,596,221

14 Short-term Loans and Advances


Other Loans and Advances:

Advance to Suppliers 6,275,307 7,924,507

Security Deposit - 303,030

Employee Advances 2,587,280 1,184,858

Balance with Government Authorities 9,748,965 7,785,438

18,611,552 17,197,833

15 Other current assets


Interest Receivable on Deposits 1,613,288 3,574,517

Other Receivables 1,267,557 -

Gratuity - Surplus Fund Balance (Note 20a) - 3,127,693

2,880,845 6,702,210

As at

March 31, 2016

Rs.

As at

March 31, 2015

Rs.

Notes (contd.)


16 Revenue from Operations

Sale of Products (Net of Rebates and Discount) 1,457,130,894 1,394,487,522

Sale of services (Testing of Products) 6,181,309 4,553,110

Total sale of products and services 1,463,312,203 1,399,040,632

Other operating revenueScrap sales 610,797 -

1,463,923,000 1,399,040,632

Less: Excise Duty 4,510,902 3,457,147

1,459,412,098 1,395,583,485

(a) Details of Sales of Products

(i) Details of Finished Goods:

Wiring Devices 624,520,924 572,922,330

Cable Management Systems 424,385 119,035


Bells and Chimes 299,902,198 246,594,107


Others Security 11,221,491 -

(ii) Details of Stock-in-trade:

Wiring Devices 223,707,445 249,526,957




423,869,829 498,227,356

Grand Total 1,457,130,894 1,394,487,522

17 Other Income

Interest Income:

- On Bank Deposits 19,862,977 29,701,346

Gain on Foreign Currency Transactions/Translations 3,075,568 -

Provision/Liabilities written back to the extent no longer required 1,908,736 20,730,963

24,847,281 50,432,309

1,033,261,065 896,260,166

For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

59


Notes (contd.)


18 Cost of Materials ConsumedRaw Materials Consumed

Inventory at the beginning of the year 103,074,675 104,192,924

Add: Purchases 486,639,907 445,290,428

589,714,582 549,483,352

Less: Inventory at the end of the year 120,097,081 103,074,675

Cost of Raw Materials Consumed 469,617,501 446,408,677

Packing Materials Consumed

Inventory at the beginning of the year 6,103,377 3,944,339

Add: Purchases 17,634,937 20,080,690

23,738,314 24,025,029

Less: Inventory at the end of the year 3,478,314 6,103,377

Cost of Packing Materials Consumed 20,260,000 17,921,652

489,877,501 464,330,329

19 Changes in Inventories of Finished Goods, Work-in-Progress

and Stock-in-Trade

Stock at the end of the year :

Work-in-progress 13,040,262 16,569,309

Finished Goods 45,612,640 51,482,847

Stock-in-trade 47,258,256 47,983,140

Total (A) 105,911,158 116,035,296

Stock at the beginning 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 (B) 116,035,296 160,600,140

Decrease/ (Increase) in stocks (B-A) 10,124,138 44,564,844

For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

60


Notes (contd.)


61


Notes (contd.)

For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

20 Employee Benefits Expenses

Salaries, wages and bonus 240,577,809 225,738,174

Contribution to Provident and Other Funds 10,880,729 11,693,411

Gratuity 8,928,618 1,127,769

Staff Welfare 23,133,879 14,477,816

283,521,035 253,037,170

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 10,824,920 9,720,683

(ii) Superannuation fund 55,809 10,275,366

10,880,729 19,996,048

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.

(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.


62


Notes (contd.)

For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

a) Defined benefit plan - Gratuity

Present value of obligation at the beginning of the year 29,712,372 28,541,265

Interest cost 1,937,866 2,362,513

Current service cost 3,253,879 3,133,950

Benefits paid (9,735,883) (495,397)

Actuarial (gain) / loss on obligation 7,439,842 (3,829,959)

Present value of obligation at the end of the year 32,608,076 29,712,372

Fair value of plan assets at the beginning of the year 32,840,065 27,955,306

Expected return on plan assets 2,508,675 2,636,228

Contributions 3,083,391 4,841,421

Benefits paid (9,735,883) (495,397)

Actuarial gain / (loss) on plan assets 87,350 (2,097,493)

Fair value of plan assets at the end of the year 28,783,598 32,840,065

Actual return on plan assets 2,596,025 538,735

Amounts recognized in the balance sheet

Present value of obligation as at the end of the year 32,608,076 29,712,372

Fair value of plan assets at the end of the year 28,783,598 32,840,065

Asset/(Liability) recognized in the balance sheet (3,824,478) 3,127,693

Classified as

Short-term Provision (3,824,478) -

Other Current Assets - 3,127,693

(3,824,478) 3,127,693

Amounts recognized in the statement of profit and loss

Current service cost 3,253,879 3,133,950

Interest cost 1,937,866 2,362,513

Expected return on plan assets (2,508,675) (2,636,228)

Net actuarial (gain) / loss recognized in the year 7,352,492 (1,732,466)

Expenses recognized in the statement of profit and loss 10,035,562 1,127,769


63


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 1,624,727 6,235,651

Principal actuarial assumptions

Discount rate 7.80% 7.80%

Salary escalation 9.00% 7.00%

Attrition rate 21-30 years - 20% 21-30 years - 20%

31-45 years - 12% 31-45 years - 12%

46 - 58 years - 8% 46 - 58 years - 8%

Expected return on plan assets 8.50% 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.

For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

Notes (contd.)

Amounts recognised in current year and previous four years

Present value of Defined Benefit obligation 32,608,076 29,712,372 28,541,265 24,331,804 18,661,461

Fair value of Plan Assets 28,783,598 32,840,065 27,955,306 22,180,620 17,340,411

Surplus / (Deficit) (3,824,478) 3,127,693 (585,959) (2,151,184) (1,321,050)

Experience adjustments in plan liabilities - 4,767,677 7,502,597 2,206,149 (2,198,802) - gain/ (loss)

Experience adjustments in plan assets - (161,134) (2,097,493) 178,878 (118,891) - gain/ (loss)

b) Other long term benefit – Compensated absences as at year end amounts to Rs. 6,107,716 (March 31, 2015 Rs.5,770,796)


March 31, 2016

March 31, 2015

March 31, 2014

March 31, 2013

March 31, 2012

64


For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

Notes (contd.)

21 Finance Costs

Interest expense 2,842,467 1,987,546

2,842,467 1,987,546

22 Other Expenses

Stores and Spares Consumed 5,456,968 8,045,888

Power and Fuel 14,249,727 14,511,640

Rent 30,218,465 29,262,391

Rates and Taxes 1,545,422 5,771,648

Professional Charges 7,352,264 12,504,674

Insurance 1,323,529 1,238,572

Repairs and Maintenance

Buildings 151,666 204,614

Machinery 32,684,743 31,202,897

Others - 3,292,240

Auditors' Remuneration:

- As Auditor:

- For Statutory Audit 1,935,570 1,294,500

- For Other Audit Services:

- For Tax Audit 200,000 200,000

- Reimbursement of Expenses * 227,305 26,494

Packing, Freight and Forwarding 54,726,966 55,680,393

Advertisement and Sales Promotion 31,048,393 15,485,015

Travelling and Conveyance 34,987,351 33,518,462

Cash Discount 6,770,305 5,223,607

Communication 5,193,534 6,271,032

Provision for Warranty (96,160) 14,878,726

Gain /(Loss) on sale of Fixed Assets (net) - 357,317

Loss on Foreign Currency Transactions/Translations - 1,797,170

Bad debts 4,194,484 695,948

Provision for Doubtful Debts (net) (3,369,151) 1,715,481

Provision for Indirect Tax Matters 1,500,000 -

Head Office Charges 87,561,620 66,192,358


65


For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

Bank Charges and Commission 1,063,968 1,153,683

Labour Charges 8,492,897 5,848,749

Expenditure towards Corporate Social Responsibility (CSR) Activities (Note 1) 1,782,000 2,281,000

Miscellaneous Expenses 27,224,498 25,585,300

356,426,364 344,239,798

Note 1 Expenditure towards Corporate Social Responsibility (CSR) Activities:

a) Gross amount required to be spend by the company during the year 1,782,000 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 1,782,000 2,281,000

(* Refers to payments made to erstwhile auditors)

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 2,395,800 7,842,884

Due later than one year but not later than five years - 2,561,667

Dues later than five years - -

Lease charges recognised in the statement of profit and loss 6,969,600 7,341,602

for the year

- Cancellable:

Other operating lease charges recognised in the statement of 23,248,865 21,920,789

profit and loss for the year


Notes (contd.)

22 Other Expenses (contd.)

66


Notes (contd.)


For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

24 Contingent Liabilities and commitments

Contingent Liabilities:

- Claims against the Company not acknowledged as debt

(a) Demand from Income Tax Department under appeal 69,216,655 78,950,459

(b) Demand from Sales Tax Department under appeal 745,498,929 56,190,481

(c) Demand from Central Excise Department under appeal - 1,251,678

(d) Legal Case from Labour Court- Chennai 300,000 -

815,015,584 136,392,618

Note:

Future cash flows in respect of above, if any, is determinable only on receipt of

judgment/ decision pending with relevant authorities.

Commitments :

Estimated amount of contracts remaining to be executed on Capital Account 8,479,617 11,058,514

and not provided for, net of advance payments

Bank guarantees outstanding 8,900,000 8,900,000

25 Value of Imports on C.I.F. Basis

Capital Goods - 11,908,639

Raw Materials and Components 184,985,477 132,649,951

Stock-in-trade 43,575,235 65,581,620

228,560,712 210,140,210

26 Expenditure in Foreign Currency

Travelling 1,029,407 1,064,182

Data Communication Charges 1,030,154 1,408,439

Staff Training 703,175 18,384

Head Office Charges 55,177,625 36,777,896

57,940,361 39,268,901

27 Earnings in Foreign Currency

FOB value of Exports 360,215,047 287,544,090 Testing of products 6,181,309 4,553,110

366,396,356 292,097,200

67


For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

28 Research and Development Cost

Research and Development expenditure debited to Statement of 16,451,105 21,808,088

Profit and Loss

29 Details of Raw Materials/ Packing Material Consumed

Polycarbonate (Kgs) 26,438,357 26,569,034

Silver (Kgs) 1,092,866 2,859,917

Electronic Component (Nos) 37,004 152,657

High Impact Polystrene (Kgs) 6,734,201 6,646,810

Poly Methyl Methacrylate (Kgs) 503,222 361,519

Packing Material 20,260,000 20,080,690

Others (individually less than 10% of the total consumption) 434,811,851 407,659,702

489,877,501 464,330,329

30 Consumption of Imported and Indigenous raw materials and components and the percentage of each to total consumption

Imported 221,131,087 45.14 85,571,705 18.43

Indigenous 268,746,414 54.86 378,758,624 81.57

489,877,501 100.00 464,330,329 100.00

31 Consumption of Imported and Indigenous stores and spares and the percentage of each to total consumption

Imported 1,149,338 21.06 - -

Indigenous 4,307,630 78.94 8,045,888 100.00

5,456,968 100.00 8,045,888 100.00


Rs.


Rs.

Value Rs.

% ValueRs.

%


Rs.


Rs.

Value Rs.

% ValueRs.

%

Notes (contd.)


68


For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

Notes (contd.)


32 Purchases of Stock-in-Trade

Wiring Devices 120,038,952 94,371,922




239,841,876 238,661,157

33 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED’)

a Principal amount due to suppliers registered under the MSMED 162,476 45,048,799

Act and remaining unpaid as at year end

b Interest due to suppliers registered under the MSMED Act 4,668,382 3,478,950

and remaining unpaid as at year end

(included under Other Current Liabilities)

c Principal amounts paid to suppliers registered under the 68,827,434 146,966,440

MSMED Act, beyond the appointed day

during the year

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 2,842,467 1,825,915

under MSMED Act, for payments already made

g Further interest remaining due and payable for 1,825,915 1,491,404

earlier years

69


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, 2016.

Geographic segment has been considered as the secondary segment.


External Sales 1,093,015,743 305,872,726 60,523,629 1,459,412,098

(1,103,486,285) (237,201,784) (54,895,416) (1,395,583,485)

Segment Assets (excluding Income Tax,

MAT Credit Entitlement and Deferred Tax) 1,107,630,143 111,101,637 13,158,446 1,231,890,226

(1,120,944,917) (90,410,947) (8,852,215) (1,220,208,079)

Capital Expenditure 16,859,623 - - 16,859,623

(41,224,079) (-) (-) (41,224,079)

Secondary Segment information - By Geographical Segments

Description India Outside India Total

Europe Others

All operating facilities are located in India.

Figures in bracket represent previous year’s figures

Notes (contd.)

Rs.

70


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 Automation India Limited

Honeywell China Limited

Honeywell International India Private Limited

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

Honeywell ME FZE

Honeywell Pte Limited

Honeywell Security (Hong Kong) Limited

Honeywell Technology Solutions Lab Private Limited

Salisbury Electrical Safety LLC

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

Honeywell Co., Ltd.

Ademco Asia Pacific Limited

Honeywell Technologies S.a.r.l.

III Key management personnel

Mr. Sadanand Teje (Managing Director) (Upto August 28, 2015)

Mr Rohit Bansal ( Whole-time Director) (From Apr 30,2015)

Mr. Anil Kini (Whole-time Director) (From September 6, 2014 to August 28, 2015)

71



a) Purchase of Capital Goods

Honeywell Automation India Limited 1,225,614 608,160

b) Purchase of Other Goods

Honeywell International India Private Limited - 172,337

Honeywell Security (Hong Kong) Limited 1,926,356 3,201,602

MK Cable Management (Saudi Arabia) Limited 11,405,822 3,656,253

MK Electric (Malaysia) Sdn Bhd 3,940,878 3,521,688

Ademco Asia Pacific Limited - 1,440,720

Salisbury Electrical Safety LLC 558,973 -

Novar ED&S Limited, UK 24,431,546 20,168,119

42,263,575 32,160,720

c) Sale of Goods and Services

Honeywell International India Private Limited 42,109,029 19,953,725

Honeywell ME FZE 8,608,941 3,913,338

Honeywell Technology Solutions Lab Private Limited 777,306 367,750

MK Electric (China) Limited 9,209,610 2,128,685


MK Electric (Singapore) Pte Limited 2,044,322 2,240,186


Honeywell Automation India Limited 861,470 706,821

Honeywell International Inc 10,656,251 11,534,659

Honeywell Protective Clothing 5,446,337 1,628,780

Honeywell Australia Limited 5,793,580 4,086,497

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

Honeywell Pte Limited 636,111 -

Honeywell Co., Ltd. 44,570 -

Honeywell New Zealand Limited 2,123,491 1,305,281

Honeywell Security (Hong Kong) Limited - 19,642,645

415,590,498 314,754,277

IV Related party transactions

For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

Notes (contd.)

72



Notes (contd.)

d) Head Office Charges and others


Honeywell Pte Limited 3,196,496 2,594,775

Honeywell Australia Limited - 255,338

Honeywell China Limited 10,952,294 8,352,708

Honeywell Security (Hong Kong) Limited - 3,098,622

Honeywell Automation India Limited 12,193,131 15,925,532

Novar ED&S Limited, UK - 469,736

Salisbury Electrical Safety LLC 2,538,180 -

Honeywell Lonon Electrical Systems Technology (Guangdong) Co., Ltd. - 137,434

Honeywell Technology Solutions Lab Private Limited 3,695,539 4,541,964


85,476,948 66,192,359

e) Rent paid



22,005,052 18,556,223

f) Staff Training

Honeywell International India Private Limited 1,483,936 20,620

Honeywell International Inc 703,175 18,384

2,187,111 39,004

g) Data Communication Charges


Honeywell Pte Limited 1,030,154 1,408,439


7,826,462 2,948,468

h) Remuneration

Mr. Sadanand Teje 4,219,716 19,169,915

Mr.Rohit Bansal 11,090,472 -

Mr. Anil Kini 2,450,389 3,779,993

Mr. BRB Puthran - 2,921,465

17,760,577 25,871,372

IV Related party transactions (Contd.....)

For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

73


a) Receivable Balances


Honeywell ME FZE 532,448 800,003

MK Electric (China) Limited 1,777,446 459,857

MK Electric (Singapore) Pte Limited 1,719,254 868,045


Honeywell Protective Clothing 1,902,372 988,336

Honeywell Newzealand Limited 704,047 153,728

Honeywell Australia Limited 4,359,313 744,026

Honeywell Technology Solutions Lab Private Limited 27,849 -



Honeywell Automation India Limited 869,734 869,734

131,480,324 105,484,612

b) Payable Balances

Honeywell Lonon Electrical Systems Technology (Guangdong) Co., Ltd. - 187,305

Honeywell Automation India Limited 5,086,506 992,038

Ademco Asia Pacific Limited - 607,063


Honeywell Pte Limited 313,687 282,092

Honeywell Security (Hong Kong) Limited - 19,810

Salisbury Electrical Safety LLC 1,623,717 -

Honeywell Technology Solutions Lab Private Limited - 12,078

MK Electric (Malaysia) Sdn Bhd 524,294 1,139,861


13,930,318 8,155,359

V Balances as at year end

Rs.

As at

March 31, 2015

Rs.


Notes (contd.)

As atMarch 31, 2016

74


36 Earnings Per Share

Profit after tax (Rs) - (A) 21,202,971 44,720,377

Weighted average number of equity shares outstanding – (B) 951,640 951,640

Earnings Per Share - Basic and Diluted (in Rs) – (A/B) 22.28 46.99

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:

For the year ended

March 31, 2016

Rs.

For the year ended

March 31, 2015

Rs.

Notes (contd.)


USD 1,849,286 122,737,109 1,574,606 98,176,672

GBP 26,855 2,570,370 22,336 2,076,763

Trade Payables

USD 341,460 25,957,094 537,171 33,492,627

GBP 54,969 5,254,240 45,648 4,244,183

EURO 850 64,023 11,400 780,944

AUD 2,000 95,761 - -

HKD 529,209 4,673,113 399,293 3,206,079

Trade Receivables

As atMarch 31, 2016

As atMarch 31, 2015

Foreign Currency Rs. Foreign Currency Rs.

2011-2012 11,707,03 57,507,035

2012-2013 8,585,969 4,385,969

2013-2014 15,112,328 6,712,328

2014-2015 23,448,086 11,039,914

2015-2016 16,895,464 6,162,457

Total 75,748,882 35,807,703

Financial Managerial Amount of ExcessYear Remuneration Paid Remuneration

38 Details of managerial remuneration paid by the Company are as below:

75


Companies Act, 2013 read with Schedule XIII of the Companies Act, 1956 / Schedule V of the Companies Act, 2013 and

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The shareholders have approved the payments up to March 31, 2015 in its general meetings and the Company is in the

process of obtaining the approval from shareholders for the payments made during the financial year 2015-16.

In respect of all of the above years, the Company had applied for the required approvals with the Central Government. The

Company has got the requisite approval for the managerial remuneration amounting to Rs.5,848,782 out of total

managerial remuneration of Rs.15,112,328 paid during the financial year 2013-14.

In respect of the other amounts till financial year 2014-15, the Company is awaiting the necessary approvals and responses

to the clarifications submitted by it from the Central Government. In respect of the financial year 2015-16, out of the total

managerial remuneration of Rs.16,895,464 the company has submitted aforesaid application of Rs. 9,739,440. In respect

of balance amount, the company is in the process of submitting the required application.

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, 2016 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 period's figures have been regrouped, wherever necessary, to conform with current year's presentation. The

previous period figures have not been audited by the present auditors.

The above payments are governed by the requirements of the Section 198 of the Companies Act, 1956 / Section 197 of the


For and on behalf of the Board


Director Director

Place: Pune

Date: July 29, 2016

Notes (contd.)

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ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

Annual General Meeting on 23 September 2016

Full name of the members attending

(In block capitals)

Ledger Folio No. No. of shares held:

Name of Proxy

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the Annual General Meeting of Honeywell Electrical Devices And Systems India rd th Limited on on Friday, September 23, 2016, at the registered office of the Company at 3 & 4 Floor, Dowlath Towers,

Taylors Road, Kilpauk, Chennai – 600010 at 11 AM (IST)

(Member's /Proxy's Signature)

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.

Road Map of Honeywell Electrical Devices and Systems India Limited

FORM NO. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and

Administration) Rules, 2014]

Name of the Member(s)

Registered Address

E-mail Id Folio No

Name E-mail Id

Address

Signature

Name E-mail Id

Address

Signature

Name E-mail Id

Address

Signature

I/We, being the member(s) of shares of the above named company. Hereby appoint

as my/ our proxy to attend and vote( on a poll) for me/us and on my/our behalf at the Annual General Meeting of the rd thcompany, to be held on Friday, September 16, 2016, at the registered office of the Company at 3 & 4 Floor, Dowlath

Towers, Taylors Road, Kilpauk, Chennai – 600010 at 11 AM (IST) and at any adjournment thereof in respect of such

resolutions as are indicated below:

or failing him

or failing him

Sr. Resolution(S) Vote

No. For Against

1. Consideration and adoption of audited financial statements of the Company for the financial

year ended March 31, 2016, the Reports of the Directors and Auditors thereon

2. Ratification of appointment of Statutory Auditors

3. Appointment of Director in place of Mr. Rohit Bansal who retires by rotation and being

eligible, has offered himself for reappointment

4. Ratification of remuneration of Cost Auditors

5. Waiver of excess remuneration paid to Mr. Sadanand Vitthal Teje for the financial year 2015-16

6. Waiver of recovery of excess remuneration paid to Mr. Anil Ramachandra Kini for the financial

year 2015-16

7. Appointment of Mr. Virender Shankar as Independent Director for the period of five years

Signed this day of September 2016

Signature of Shareholder Signature of Proxy holder

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

Stamps

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COCHINnd41/2553, 2-A 2 Floor, Metro Palace, Opp. Town Railway Station, Cochin – 682 018

Tel: +91-484-2394379 Tel/Fax: +91-484-2394732 I Email: [email protected]

BANGALORErd3 Floor, Chambers@Mantri, Municipal No.10, Richmond Road, Bangalore – 560 025

Tel: +91-80-67124120/21/22/23 I Email: [email protected]

Honeywell Electrical Devices and Systems India Limited.rd th3 & 4 Floor, Dowlath Towers, Taylors Road, Kilpauk, Chennai - 600 010

Tel: +91-44-66326789, 66085600 Fax: +91-44-26161235Email: [email protected] Website: www.mkelectricindia.com

CHENNAIrd th3 & 4 Floor, Dowlath Towers, Taylors Road, Kilpauk, Chennai - 600 010

Tel: +91-44-66326789, 66085600 Fax: +91-44-26161235 I Email: [email protected]

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