Carrier Airconditioning & Refrigeration Limited Unlisted Shares Annual Reports

Carrier Airconditioning & Refrigeration Limited Unlisted Shares

Carrier Airconditioning & Refrigeration Ltd. - 2023-24 Annual Report Summary The document is the 32nd Annual Report of Carrier Airconditioning & Refrigeration Ltd. for the financial year ended March 31, 2024. It includes the Notice of the Annual General Meeting (AGM), Board's Report, financial statements, and related annexures. **Board of Directors and Committees:** Key personnel are identified, including Mr. Sundaresan Narayanan (Managing Director), Mr. Pritesh Agrawal (Whole-time Director & CFO), Mr. Rahul Jain and Ms. Simran Thapar (Whole-time Directors), and Independent and Non-Executive Directors. There have been changes to the Board and its committees, notably the resignation of Mr. Chirag Baijal and the appointment of Mr. Sundaresan Narayanan as Managing Director. The report details the composition of the Audit Committee, Corporate Social Responsibility Committee, and Stakeholder Relationship Committee. **Notice of 32nd Annual General Meeting:** The notice announces the 32nd AGM to be held on September 20, 2024, via video conferencing, covering ordinary and special business items. Key agenda items include adopting financial statements, appointing Mr. Rahul Jain as Director, declaring a final dividend of Rs. 9.5 per equity share, approving the appointment and remuneration of Mr. Sundaresan Narayanan as Managing Director, and ratifying the remuneration of cost auditors. Details on e-voting procedures and inspection of documents are provided. **Board's Report and Operational Highlights:** The company's standalone total net revenue from operations was Rs. 2,13,114 Lacs, and its profit before tax was Rs. 17,545 Lacs. The company experienced growth in VRF and Light Commercial HVAC business. They focused on localized manufacturing, expanded product offerings with a focus on sustainability (introducing new chillers with low GWP refrigerants and Eurovent certified AHU range), and kickstarted new projects to further localize manufacturing. The factory at Gurugram was awarded Platinum certification by the Indian Green Building Council (IGBC). They also executed an asset purchase agreement with CACI Aircon Private Limited (formerly Toshiba Carrier Air-conditioning India Private Limited). The Carrier group has decided to sell its Commercial Refrigeration ("CR") business. **Other Key Aspects Covered:** * **IEPF (Investor Education and Protection Fund):** Information is provided regarding unclaimed dividends and the transfer of shares to the IEPF. * **Tax Deductions:** Information on tax deductions at source is provided, based on resident status. * **Green Initiatives:** Support for paperless compliances is emphasized. * **Dividend Payments:** Instructions for updating bank details and PAN are mentioned. * **Corporate Social Responsibility (CSR):** The CSR policy and activities are highlighted, with a web link provided for further details. * **Nomination and Remuneration Policy:** The policy is available on the company website. * **ISIN:** The company's ISIN is INE040101011. * **Financial Performance Indicators:** key figures for revenue, expenses, and profit are outlined for both 2023-24 and 2022-23. * **Subsidiary Information:** Detail that a new subsidiary company had been founded in the year and KTIPL has ceased to be the subsidiary of the Company w.e.f. June 21, 2024. * **Human Resources:** The Carrier Way is the foundation of everything the Company does. Your Company focused on Diversity, Equity and Inclusion in line with Carrier Global' s D&I goals. Several sessions to create awareness, in addition to forums that have been created for employees to come together and share their thoughts. * **Health and Safety:** At Carrier India, ensuring the health and safety of our people, planet, and community is our top priority. **Financial Statements:** Standalone financial statements consisting of Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flow. Independent Auditor’s Report included from MSKA & Associates, Chartered Accountants. Key financial information: revenue, expenses, profits, details of property, plant, equipment, intangible assets, investments, equity, trade receivables, and liabilities Details of outstanding dues to Micro and Small Enterprises. Important to note a statement on internal financial controls. A list of documents comprising the report is included in the Index.

Carrier Airconditioning & Refrigeration Limited Unlisted Shares

The document is Carrier Airconditioning & Refrigeration Limited's Annual Report for 2022-23. It includes the Board of Directors, key managerial personnel, notice of the 31st Annual General Meeting, Board's Report (including annexures on Corporate Social Responsibility, Nomination and Remuneration Policy, and Secretarial Audit Report), and financial statements. **Board of Directors and Committees:** * Lists the Board of Directors including Mr. Chirag Baijal (Managing Director, resigned effective July 31, 2023), Mr. Narendra Singh Sisodia, Mr. Siraj Azmat Chaudhry, Mr. Pritesh Agrawal (Whole-time Director & CFO), Mr. Rahul Jain, Ms. Simran Thapar, and Mr. Har Amrit Pal Singh Dhillon. * Details the composition of the Audit Committee, Corporate Social Responsibility Committee (Mr. Baijal resigned effective July 31, 2023), Nomination and Remuneration Committee, and Stakeholder Relationship Committee. **31st Annual General Meeting (AGM):** * The 31st AGM will be held on September 8, 2023, via video conferencing. * Ordinary business includes adopting the financial statements for the year ended March 31, 2023, re-appointing Mr. Har Amrit Pal Singh Dhillon and Ms. Simran Thapar as directors, and declaring a final dividend of Rs. 1 per equity share. * Special business is the re-appointment of Mr. Siraj Azmat Chaudhry as an Independent Director. * Instructions are provided for remote e-voting and joining the AGM through VC/OAVM. **Board's Report:** * **Financial Performance (INR Lacs):** Revenue from operations: March 31, 2023 (2,19,719) vs. March 31, 2022 (1,61,207); Profit before tax: March 31, 2023 (14,182) vs. March 31, 2022 (5,699); Total comprehensive income: March 31, 2023 (10,929) vs. March 31, 2022 (3,985). * **State of Affairs and Outlook:** Discusses the performance of HVAC Airconditioning, Commercial Refrigeration, Transicold, AdvanTE3C, and Totaline businesses. Highlights include growth in VRF & Light Commercial business, localization of Toshiba brand Inverter Hi-Wall 5 Star product, and commitment to sustainability by launching R32 refrigerant-based Cassettes under the Carrier brand. The Commercial business overall saw an upswing and almost doubled over the last financial year due to growth and investment in the healthcare segment, PLIs, and real estate. New Carrier Expert Centre. Training centre investments. * **Environment, Health and Safety (EH&S):** Emphasizes the company's commitment to EH&S. Achieved “Zero Accident” goals, clocking 34 million Hours without Lost Time Accident, or 16 Years stating that NO WORK HOURS WERE LOST due to an employee injury. * **Environmental Goals:** 33% absolute reduction in GHG emissions. 35% absolute reduction in water consumption. 42% absolute reduction in hazardous waste. * **Committees:** Describes the composition and meetings of the Audit, Nomination and Remuneration, Corporate Social Responsibility, and Stakeholder Relationship Committees. * **Dividend:** Board of Directors recommended a dividend of Rs. 1 per equity share for the FY 2022-23, for shareholder approval. * **Directors’ Responsibility Statement:** The Board confirms responsibility for the preparation of the financial statements, adhering to accounting standards, maintaining adequate accounting records, and ensuring compliance with applicable laws. * **Annual Performance Evaluation:** the board carried out annual performance evaluations of its committees and individual directors. * **Corporate Social Responsibility:** the company's intention to meet its duties as a responsible corporate citizen. Details are in Annexure A. * **Statutory Auditors:** MSKA & Associates were the statutory auditors. There are no qualifications made to the report. * **Cost Auditors:** Jain Sharma & Associates were appointed as cost auditors to audit the cost records of the Company for the FY 2023-24. * **Secretarial Auditor:** DMK Associates was the secretarial auditor, with no qualification for the year. * **Internal Auditor:** Mr. Lokesh Gupta was appointed internal auditor. * **Share Capital:** The authorised share capital is Rs. 11,00,000,000. **Other Key Information:** * Details on Unclaimed Dividend & IEPF, process for IEPF claims. * Details on Tax Deductible at Source (TDS) on Dividends for Resident and Non-Resident Shareholders. * Addresses electronic communications, green initiatives, and consolidation of multiple folios for shareholders. **Annexures:** * **Annexure A:** Annual Report on Corporate Social Responsibility. * **Annexure B:** Nomination and Remuneration Policy. * **Annexure C:** Secretarial Audit Report. * **Annexure D:** Details on Conservation of Energy, Technology Absorption, R&D, and Foreign Exchange Earnings and Outgo. Mr. Baijal also managed this. * **Annexure E:** AOC-2 Form - Particulars of contracts or arrangements with related parties. **Financial Statements:** * Detailed balance sheets, statements of profit and loss, statements of cash flow, and statements of changes in equity are included. * Various notes provide details on accounting policies, inventories, financial instruments, share capital, and other aspects of the financial statements.

Carrier Airconditioning & Refrigeration Limited Unlisted Shares

The Carrier Airconditioning & Refrigeration Ltd. annual report for 2021-22 covers various aspects of the company's performance and governance, including financials, operations, and compliance matters. **Financial Performance:** The company's financial performance for the year ended March 31, 2022, shows a total net revenue from operations of Rs. 161,207 Lakh compared to Rs. 121,813 Lakh in the previous financial year. The Profit before tax for the year 2022 was Rs. 5,699 Lakh against Rs. 3,340 Lakh in the previous financial year. The total comprehensive income was Rs. 3,985 Lakh against Rs. 1,812 Lakh in the previous financial year. Basic earnings per share stood at Rs. 3.96. **Business Segment Updates:** * **HVAC Air Conditioning:** The air conditioning industry was impacted during the peak season due to the second wave of the COVID-19 pandemic. Toshiba Fixed Speed production started. * **Service:** The aftermarket team focused on retrofits, capture, and recapture in contracts. * **Totaline:** The team worked on expanding the margin and also on business growth in segments like e-commerce and home services. * **Commercial Refrigeration:** The business experienced exponential growth due to increased capital expenditure in key segments. * **Transicold:** Carrier Transicold remains a market leader, focusing on sustainable solutions and expanding its service network. **Environment, Health & Safety (EH&S):** The report highlights the company's commitment to EH&S, noting that the Carrier India Commercial HVAC division achieved "Zero Accident" goals for 2021 and clocked more than 32 million hours without Lost Time Accident. There are also several environmental goals which the company has been striving towards with data regarding percentage reduction in GHG, water consumption and hazardous waste. **Annual General Meeting (AGM):** The 30th AGM is scheduled for September 21, 2022, via video conferencing. The notice details ordinary and special business to be transacted, including adoption of financial statements, re-appointment of a director (Mr. Pritesh Agrawal), declaration of dividend (Rs. 1 per equity share), and appointment of Mr. Siraj Azmat Chaudhry as an Independent Director. E-voting procedures are specified for shareholders. **Corporate Governance & Compliance:** Key governance aspects include the composition of the Board of Directors and various committees like the Audit Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee. It covers policies related to nomination/remuneration, secretarial standards, auditor reports, risk management, and vigil mechanisms. **Corporate Social Responsibility (CSR):** The CSR policy and activities are outlined, referencing Annexure A. The CSR committee composition is provided. Focus areas include promoting education, vocational skills, healthcare, sanitation and environmental sustainability. The accreditation for maintaining green building standards under the IGBC Green Factory Building Ratings is a milestone for the 33-year-old factory located on the Company's Gurugram campus. **Financial Statements & Disclosures:** The report includes audited financial statements (balance sheet, statement of profit and loss, statement of cash flow, statement of changes in equity) and extensive notes to the financial statements, detailing accounting policies, financial instruments, contingent liabilities, and segment information. The auditor's report and annexures are included. **Directors' Report:** The Directors' Responsibility Statement is provided, affirming compliance with accounting standards, maintenance of records, and adherence to applicable laws. Changes in the Board of Directors are noted, including the resignation of Mr. Pankaj Prakash Sahni and the appointment of Mr. Siraj Azmat Chaudhry as an Independent Director. The meeting attendance of each member is recorded. **Other Information:** Details regarding unclaimed dividends and the process for claiming them are provided. Additionally, there is information on tax deductions at source for dividends.

Carrier Airconditioning & Refrigeration Limited Unlisted Shares

Here's a comprehensive summary of the Carrier Airconditioning & Refrigeration Ltd. 2020-21 Annual Report, covering key aspects of the company's performance, governance, and financial standing. **Overview & Financial Performance:** The Board of Directors presents the 29th Annual Report highlighting the business and operations for the financial year ending March 31, 2021. The year was challenging due to the COVID-19 pandemic and subsequent lockdown, significantly impacting volumes, particularly in the air conditioning industry's peak first quarter. Cost rationalization measures and investments in new products and digital tools were implemented. The company reports total net revenue from operations of Rs. 121,813 Lakh compared to Rs. 152,444 Lakh in the previous year. Profit before tax was Rs. 3,340 Lakh (previous year: Rs. 8,065 Lakh), and total comprehensive income was Rs. 1,812 Lakh (previous year: Rs. 4,594 Lakh). The company strengthened its balance sheet, generating operating cash of Rs. 13,516 Lakh (previous year: Rs. 5,811 Lakh) and fully repaid borrowings. Basic earnings per share is Rs. 1.57. **Business Segment Performance:** * **Light Commercial Airconditioning:** Impacted by COVID-19, projects were put on hold. There were expansions in segments like hospitals and temporary care centers. The company focused on special designs in air conditioning systems to meet the need for filtration and innovative products with quick installation and deliveries. Increase in Government segment with approved brands for Light Commercial and VRF products on the GeM. * **Service:** Focused on conversions, capture, recapture, retrofits/upgrades of chillers and annual service agreements. Digitized service operations through Salesforce, Service Max, and Preventive maintenance module. Launched Dealer Technician Certification program. Emphasis on healthy building management through IAQ solutions. * **TOTALINE:** Focused on business with original equipment manufacturers and started business through e-commerce platform of Amazon. * **Commercial Refrigeration:** Impacted initially, but recovered due to presence in Food Retail, Pharma, and e-commerce. Retained major food retail customer and saw growth in channel sales and KA segment. Energy-saving solutions were effectively positioned. * **Transicold:** Continued leadership in truck refrigeration, focusing on educating clients, policy engagement, and solutions for COVID-19 vaccine transport. Expanded service network to 65+ centers across India. Increased geographic reach into Tier II and III cities, penetrating the direct vehicle engine driven segment. * **AdvanTE3C:** Focused on retrofit of HVAC plant rooms and providing healthy building solutions. **Environment, Health, and Safety:** EH&S is a priority. The Commercial HVAC division achieved "Zeon Accident" goals. The company achieved 30 Million Hours without lost time accidents for factory and S&D employees. The company is continuously monitoring the COVID-19 pandemic, focusing on internal and external initiatives for health & safety practices. **Dividend:** The Board recommended a dividend of Rs. 0.50 per equity share of Rs. 10 each for FY 2020-21, subject to shareholder approval. **Board of Directors & Committees:** The report details changes in the Board, including the retirement and re-appointment of Mr. Chirag Baijal and the re-appointment of Mr. Rahul Kumar Jain as Whole-time Director. The Board composition, committee structures (Audit, Nomination and Remuneration, CSR, Stakeholder Relationship), and meeting attendance are outlined. **Corporate Social Responsibility (CSR):** The company undertakes activities as per its CSR policy, focusing on promoting education, livelihood enhancement, health care, and environmental sustainability. Details of CSR activities undertaken and the composition of the CSR Committee are provided. Web links for the CSR policy and committee composition are available. **Governance & Compliance:** * The Directors' Responsibility Statement affirms adherence to accounting standards, proper record keeping, and preparation of accounts on a going concern basis. * The company has received necessary declarations of independence from independent directors. * An annual performance evaluation of independent directors, the Board, and its committees has been carried out. * The company has complied with the constitution of internal complaint committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. * Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and ‘General Meetings' respectively have been duly followed by the company. **Other Key Highlights:** * There were no significant or material orders passed by regulators or courts impacting the company's going concern status. * There are no changes in the nature of the business. * No company has become or ceased to be a subsidiary, joint venture, or associate. * The Annual Return is available on the company's website. * Details regarding Registered Office, Secretarial Auditors, Cost Auditors, Internal Auditors, are provided. * The register of members and share transfer register will remain closed from September 17, 2021 till September 23, 2021 for the purpose of 29th AGM. * The Cut-off date to determine the eligibility for the purpose of voting through electronic means and e-voting during the 29th AGM is September 16, 2021. * Members seeking any information with regard to the accounts or any matter to be placed at the 29th AGM are requested to write to the company on or before 16th September 2021 through email. * The company maintains the cost records and accounts and carries out an audit of cost records relating to manufacturing activities. **Annexures:** The report includes several annexures providing detailed information on Corporate Social Responsibility (Annexure "A"), Nomination and Remuneration Policy (Annexure "B"), Secretarial Audit Report (Annexure "C"), and details on Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo (Annexure "D"). **Notice of the 29th AGM:** The notice details the agenda for the 29th Annual General Meeting, including ordinary and special business, procedures for participating through video conferencing, e-voting, and information related to unclaimed dividends and IEPF transfer. The meeting will be held on September 23, 2021. **Financial Statements:** The report includes detailed financial statements, including the Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity, and Statement of Cash Flow, along with detailed notes to the financial statements outlining accounting policies and specific line items.