Carrier Airconditioning & Refrigeration Limited Unlisted Shares

Annual Report Summary

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.