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1、Board of Directors (As on 01/03/2010)Mr. Madhukar Bhagwat(Chairman TSR DARASHAW LTD., 6-10 Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011. It may be noted that once the dividend is transferred to the Investor Education and Protection Fund as above, no claim shal
2、l lie with the Company in respect of such amount.i)As per the provisions of the amended Companies Act, 1956, facility for making nomination is now available for shareholders in respect of the shares held by them. Nomination forms can be obtained from the Share Registrars of the Company.j)Shareholder
3、s are requested to bring their copy of Annual report to the meeting.By order of the Board of DirectorsSneha Padve Pune, February 15, 2010Company SecretaryRegistered Office: 56 Director, South Asia Honeywell Security and most recently he was Managing Director ADI Asia Pacific. Prior to joining Honeyw
4、ell, he was with McKinsey MSc (Hons) Economics, BITS Pilani and is an MBA (PGDBM), Indian Institute of Management, Ahmedabad.Mr. Anant Maheshwari is concerned and interested in the matter.Item No. 7:Mr. Vimal Kapur has accepted a position with Honeywell International Inc. and will be based in Brackn
5、ell, UK and pursuant to his new role he has resigned from the Board of Directors w.e.f. March 1, 2010. Consequent to his resignation, the Board passed a resolution appointing Mr. Anant Maheshwari as the Managing Director for a period of 3 years w.e.f. March 1, 2010, on the following terms and condit
6、ions:I)Mr. Anant Maheshwari shall, as the Managing Director, be Head of the Management Team and shall, subject to the supervision and control of the Board of Directors, be responsible for the overall conduct and functioning of the Company.II)Remuneration:1.A Total Fixed Cash of Rs. 88,00,000/- (Rupe
7、es Eighty Eight lakhs) to Rs. 1,20,00,000/- (Rupees One crore, Twenty lakhs only) per annum, with such increases as may be determined by the Remuneration Committee of Directors from time to time and approved by the Board of Directors of the Company. The annual increment will be merit based and take
8、into account the Companys performance.Notice (contd.)Honeywell Automation India Ltd. Annual Report 20094CMYKName of DirectorMr. Gerard WillisMr. Shane TedjaratiDate of Birth27.12.195316.11.1962Date of Appointment01.01.200514.10.2008Expertise in specific functional areasLawEngineeringQualifications1.
9、 New York University School of Law,1. McGill University, Montreal - 1986 Honors.Computer Science and 2. Brown University-B.A. InternationalMathematics. Affairs Honors.2. University of Surrey, United 3. George Washington UniversityKingdom - MBA School of Public and International Affairs, Washington D
10、.C.; M.A. International Affairs.List of Indian Public Companies in which outside Directorships held as on December 31, 2009Chairman/Member of the Committees of the Board of the Companies on which he is a Director as on December 31, 2009Notice (contd.)2.Commission:Such remuneration by way of commissi
11、on (ICP), in addition to the Total Fixed Cash payable, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of Directors of the Company at the end of each financial year subject to the overall ceilings stipulated in Sections 19
12、8 and 309 of the Act. The specific amount payable to the Managing Director will be based on certain performance criteria to be laid down by the Board and will be payable annually after the annual accounts have been approved by the Board of Directors and adopted by the members. The Managing Director
13、will also be eligible to long term incentives such as stock options, restricted units issued by Honeywell International Inc., from time to time as per Honeywell policy.3.Retirals:Companys contribution to Provident Fund, to the extent it is not taxable under the Income Tax Act; Gratuity payable as pe
14、r the rules of the Company and encashment of leave at the end of tenure shall not be included in the computation.4.Minimum remuneration:Notwithstanding anything to the contrary herein contained wherein any financial year during the currency of the tenure of the Managing Director, the Company has no
15、profits or inadequate profits, the Company will pay remuneration by way of salary and perquisites as specified above.III)The terms and conditions of the said appointment and/ agreement may be altered and varied from time to time by the Board, as it may, in its discretion, deem fit within the maximum
16、 amounts payable to Managing Director, subject to the provisions of Sections 198, 309 and 310 and Schedule XIII of the Companies Act, 1956, or any other amendments made hereafter in this regard.IV)There are other usual provisions in the agreement relating to termination of contract, observing strict secrecy in respect of business matters, etc.Mr. Anant Maheshwari is concerned and interested in the matter.Item Nos. 3 b)They have, in the selection of the accounting policies, consu
