Event Date: N/A
Carrier Airconditioning & Refrigeration Limited's 32nd Annual General Meeting will be held on Friday, September 20, 2024, at 11:00 AM via Video Conferencing (VC) / Other Audio-Visual Means (OAVM) to transact the following businesses:
ORDINARY BUSINESS:
SPECIAL BUSINESS:
Appointment and Remuneration of Managing Director: To approve the appointment and remuneration of Mr. Sundaresan Narayanan (DIN: 06443519) as Managing Director of the Company for a term of 5 years, effective November 1, 2023. His remuneration will be up to Rs. 3,00,00,000/- (Rupees Three Crores only) per annum. Even if the Company has inadequate profits, the remuneration will be paid as minimum remuneration. The Board has authority to revise the remuneration within the specified ceiling. Mr. Narayanan will perform duties delegated to him subject to the Board's control, and a power of attorney may be executed in his favor. The consent of the members of the Company is accorded to approve the remuneration to Mr. Sundaresan Narayanan.
Ratification of Cost Auditors' Remuneration: To ratify the remuneration of Jain Sharma and Associates, Cost Accountants (Firm Registration No. 000270), as cost auditors for the financial year 2024-25 at a remuneration of Rs. 3,65,000/- (Rupees Three Lakhs Sixty-Five Thousand Only), excluding out-of-pocket expenses and taxes.
Sale of Commercial Refrigeration Business: To approve the sale of the commercial refrigeration business to Haier Appliances (India) Private Limited for a consideration of not less than INR 333 Crore (excluding taxes) as a going concern on a slump sale basis.
Notes on the AGM:
Procedure for Joining the AGM through VC/OAVM:
Instructions for Remote E-Voting:
Helpdesk Information:
Tax Deductible at Source / Withholding Tax:
Other Information:
Explanatory Statement (Section 102):
Appointment of Mr. Sundaresan Narayanan as Managing Director: Details the appointment, qualifications, and remuneration of Mr. Narayanan as Managing Director. The Board recommends his appointment.
Ratification of Cost Auditors' Remuneration: The Board recommends the ordinary resolution for ratification of the cost auditors' remuneration.
Sale of Commercial Refrigeration Business: Justifies the sale to Haier Appliances (India) Private Limited. The Board recommends the special resolution for approval.
Annexure I: Provides information of directors seeking appointment/re-appointment.
The statement containing additional information is provided as required under Schedule V of the Companies Act, 2013. This includes general information about the company (nature of industry, commencement date), financial performance (revenue, expenses, profit/loss), and information about the appointee (background, remuneration). It also states there were no losses/inadequate profits.
For IEPF related information, unclaimed dividend for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund. The members may please note that the unpaid/unclaimed dividend declared by the Company for the financial year 2017-18 will be transferred to the Investor Education and Protection Fund in the year 2025. To claim unpaid/unclaimed dividends for financial year 2017-18 members are requested to make an application to the Share Transfer Agent of Company.
Details on Dividend payment procedures for the financial year 2023-24 and instructions to register / update complete bank details and PAN is also covered.
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