Meeting Details
- Date: Wednesday, July 29, 2026
- Time: 4:00 p.m. IST
- Location: Conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
- Type: 42nd Annual General Meeting
- Deemed Venue: Registered Office at 56 & 57, Hadapsar Industrial Estate, Pune - 411 013, Maharashtra
Proposed Resolutions and Implications
Ordinary Business:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon.
2. To declare a Final Dividend of ₹110/- (Rupees One Hundred and Ten Only) per equity share for the Financial Year 2025-26.
3. To appoint a director in place of Mr. Ashish Kumar Modi (DIN: 07680512), who retires by rotation and being eligible, offers himself for re-appointment.
Special Business:
4. Commission payable to Dr. Ganesh Natarajan (DIN: 00176393), Independent Director, Non-Executive Chairman – Board (Special Resolution):
Approval for payment of commission exceeding fifty percent of total annual remuneration payable to all Non-Executive Directors for FY 2025-26. Proposed commission: ₹32.50 million.
5. Material Related Party Transactions with Honeywell International Inc., Ultimate Holding Company (Ordinary Resolution):
Approval for transactions with aggregate value not exceeding ₹9,500 million during FY 2026-27. Breakup: Purchase of goods/services (₹2,900 million), Sale of goods/services including reimbursement (₹6,500 million), Purchase/sale of fixed assets (₹100 million). Represents 20.3% of company's FY 2025-26 turnover.
6. Material Related Party Transactions with Honeywell Measurex (Ireland) Limited, fellow subsidiary (Ordinary Resolution):
Approval for transactions with aggregate value not exceeding ₹7,700 million during FY 2026-27. Represents 16.4% of company's FY 2025-26 turnover.
7. Ratification of Cost Auditor's Remuneration (Ordinary Resolution):
Ratification of remuneration of ₹7,00,000/- plus applicable taxes and reimbursement of out-of-pocket expenses payable to M/s C S Adawadkar & Co., Cost Accountants (Firm Registration No. 100401) for FY ending March 31, 2027.
Voting Process and Methods
- Remote e-voting period: Commences Sunday, July 26, 2026 (9:00 a.m. IST) and ends Tuesday, July 28, 2026 (5:00 p.m. IST)
- Cut-off date: Wednesday, July 22, 2026
- Voting methods: Remote e-voting via NSDL platform and e-voting during AGM
- Physical proxy attendance: Not available due to VC/OAVM format
- Quorum: Members attending through VC/OAVM shall be counted for quorum under Section 103 of Companies Act
- VC/OAVM capacity: Available to at least 1000 members on first-come-first-served basis (excludes large shareholders, promoters, institutional investors, directors, KMPs, committee chairs, auditors)
Shareholder Eligibility and Record Dates
- Register of Members closure: Saturday, July 18, 2026 to Tuesday, July 28, 2026 (both days inclusive)
- Dividend record date: Friday, July 17, 2026
- Dividend payment date: From Wednesday, August 5, 2026
- Dividend payment mode: Electronic only (no warrants or cheques) as mandated by SEBI
Scrutinizer Appointment and Role
- Scrutinizer: CS Amruta Rajarshi of Bokil Punde & Associates, Company Secretaries
- Role: Scrutinize e-voting during AGM and remote e-voting process
- Reporting timeline: Consolidated scrutinisers' report within two working days of AGM conclusion
- Result declaration: Results declared along with Scrutiniser's report to be placed on company website and forwarded to BSE and NSE
Compliance with Laws and Regulations
The notice confirms compliance with:
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Companies Act, 2013
- MCA General Circulars including No. 14/2020, 17/2020, 20/2020, 10/2022, 09/2023, and 03/2025
- SEBI Master Circular dated February 6, 2026
- Companies (Management and Administration) Rules, 2014
Additional Financial and Procedural Information
- Dividend Taxation: TDS applicable as per Income Tax Act, 2025. Deadline for exemption documents: July 20, 2026, 5:00 pm IST
- KYC Requirements: Mandatory PAN submission for all securities market participants
- Dematerialization Mandate: SEBI requires all service requests (duplicate certificates, transmission, etc.) to be processed in dematerialized form only
- IEPF Awareness: Campaign 'Saksham Niveshak' from April 1, 2026 to July 9, 2026 for claiming unclaimed dividends
- Special Transfer Window: Available till February 4, 2027 for transfer requests executed before April 1, 2019
- Related Party Transaction History:
- With Honeywell International Inc: FY 2025-26 (₹6,159 million), FY 2024-25 (₹5,850 million), FY 2023-24 (₹4,143 million)
- With Honeywell Measurex (Ireland) Limited: FY 2025-26 (₹5,018 million), FY 2024-25 (₹5,052 million), FY 2023-24 (₹4,313 million)