Carrier Airconditioning & Refrigeration Limited Unlisted Shares

Annual Report Summary

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.