Frick India Limited Unlisted Shares Annual Reports

Frick India Limited Unlisted Shares

Frick India Limited's 61st Annual Report for 2023-24 contains the company's information, financial highlights, and notices for the Annual General Meeting. The AGM will be held on September 21, 2024, via video conferencing, to address ordinary and special business matters. **Company Information & Financial Highlights:** * **Registered Office:** 21.5 Km., Main Mathura Road, Faridabad -121003, Haryana. * **Corporate Office:** 809, Suryakiran Building, 19 K. G. Marg, New Delhi-110001. * The company's website is www.frickweb.com. * **Board of Directors:** Includes Mr. Jasmohan Singh (Managing Director), Ms. Gurleen Kaur, Ms. Jasleen Kaur Queenie Singh (Non-Executive Directors), and Mr. Ramesh Chandra Jain, Dr. Govindarajula Bhaskara Rao, CA. Divaker Jagga, Mr. Harbhajan Singh, Mr. Vidyanidhi Dalmia, and Mr. Suresh Chandra (Independent Directors). * **Key Managerial Personnel:** Mr. Jasmohan Singh, CA. Sharad Bhatnagar (Director (Finance & Taxation) & CFO), and CS. Amit Singh Tomar (Company Secretary - Manager - Legal). * **Auditors:** M/s Lodha & Co. LLP (Statutory Auditors), M/s Jatin Sharma & Company (Cost Auditors), M/s Aditi Agarwal & Associates (Secretarial Auditors), and Grant Thornton India LLP (Internal Auditors). * **Bankers:** Canara Bank, ICICI Bank Limited, and HDFC Bank Limited. * **Registrar & Transfer Agent:** Link Intime India Private Limited. * **Financial Performance (Rs. in Lakhs):** * Net Sales (including other income): 49,368.75 (2024) vs. 36,927.00 (2023) * Assets before Depreciation: 4,689.67 (2024) vs. 4,374.24 (2023) * Equity Capital (Rs. 60 Lakhs Plus Reserves): 27,371.77 (2024) vs. 23,175.42 (2023) * Profit Before Taxation: 5,292.71 (2024) vs. 3,856.46 (2023) * Provision for taxation (Net): 1,060.36 (2024) vs. 1,004.25 (2023) * Dividend Paid: 24.00 (2024) vs. 18.00 (2023) * Rate of Dividend: 40% (2024) vs. 30% (2023) **Notice of the 61st Annual General Meeting:** * The meeting will be held via Video Conferencing/Other Audio Visual Means (OAVM) on September 21, 2024, at 11:00 A.M. * **Ordinary Business:** * To receive and adopt the financial statements for the year ended March 31, 2024, along with the reports of the Directors and Auditors. * To declare a dividend of Rs. 4/- per equity share. * To appoint a Director in place of Ms. Jasleen Kaur Queenie Singh, who retires by rotation and offers herself for re-appointment. * **Special Business:** * Ratification of remuneration to be paid to M/s Jatin Sharma & Co., Cost Auditors, for the financial year 2024-2025 for INR 120,000 plus expenses. * Approval of members for re-appointment of Mr. Jasmohan Singh as the Managing Director of the Company for a period of 5 years with effect from 21st July, 2024. * Approval of members for increase in remuneration for Mr. Jasmohan Singh as the Managing Director of the Company pursuant to Section 197 read with Section II of Part II of Schedule V of the Companies Act, 2013. * Approval of members for payment of remuneration to increase in payment of remuneration to Ms. Gurleen Kaur, Non-Executive Director of the Company. * Approval of members for appointment of Mr. Harbhajan Singh as a Non-Executive & Independent Director of the Company. * Approval of members for appointment of Mr. Vidyanidhi Dalmia as a Non-Executive & Independent Director of the Company. * Approval of members for appointment of Mr. Suresh Chandra as a Non-Executive & Independent Director of the Company. * **E-Voting Information:** Remote e-voting will be available from September 18, 2024 (10:00 A.M.) to September 20, 2024 (05:00 P.M.) through Linkintime India Private Limited. Members attending the AGM through VC/OAVM can also vote. **Director's Report:** * The Board recommends final dividend of Rs. 4.00 per equity share (40%) subject to shareholder approval. * Unclaimed dividend of Rs. 83,533 pertaining to the year ended March 31, 2016 was transferred to the Investor Education & Protection Fund. * The company transferred Rs 4,208.35 Lacs to the General Reserve. * Ms. Jasleen Kaur Queenie Singh is retiring by rotation and is eligible for re-appointment. * New directors, Mr. Vidyanidhi Dalmia, Mr. Harbhajan Singh and Mr. Suresh Chandra, were appointed to the Board, with shareholder approval sought at the AGM. * Mr. Jasmohan Singh's re-appointment and remuneration are recommended for approval. * The Directors affirm that remuneration paid to directors, Key Managerial Personnel, senior management and other employees is as per the Remuneration Policy. * The company installed 2 dual fuel Gensets of 500 KVA each to replace with already installed generators to reduce its carbon emission. * Details on corporate social responsibility (CSR) activities, loan guarantees, and related party transactions are provided. * The report has stated regarding maintenance of secretarial records and its accuracy by company auditor. * The report describes a policy on sexual harassment. * The Company's ESG approach emphasizes sustainable operations, energy and water neutrality, and product stewardship, aligned with zero waste, emission goals, and circulatory principles. Focus areas are: Climate Change, Management, Waste and Effluents. **Corporate Governance Report:** * The Company adheres to Corporate Governance practices and has a defined set of guidelines based on business ethics, legal compliance, and professional conduct. * The Board comprises an appropriate mix of Executive, Non-Executive, and Independent Directors. * Mr. Vidyanidhi Dalmia, Mr. Harbhajan Singh and Mr. Suresh Chandra were appointed as Additional Director(s) in the capacity of Non-Executive Independent Director of the Company to hold office for a period from July 16, 2024 for 5 years. * Various committees are in place, including the Audit Committee, Nomination & Remuneration Committee, and Stakeholders' Relationship Committee. * All Independent Directors inducted on the Board go through an orientation programme on March 09, 2024 which a copy of the same has been posted on the website of the Company. * The Company’s whistleblower policy is described and available on the website. * Ms. Aditi Gupta from M/s Aditi Agarwal & Associates has been appointed to conduct Secretarial Audit pursuant to Section 204 of the Act. * The Company proposes to obtain approval of the members by way of Special Resolution in case profits are inadequate, to enable the Company to pay the managerial remuneration as stated in the resolution. **Financial Statements:** * The report includes the Balance Sheet as at 31st March, 2024, Statement of Profit and Loss, Cash Flow Statement, and statement of changes in equity for the year ended on that date. These statements follow Indian Accounting Standards (Ind AS) and provide detailed financial information. * The Independent Auditor's Report is included, containing the auditor's opinion and their responsibilities. **Additional Information:** * Nomination Form (SH-13), details on Electronic Clearing Service (ECS), and a form for Registration of E-MAIL Address are provided for shareholders' convenience.

Frick India Limited Unlisted Shares

Frick India Limited's 60th Annual Report for 2022-23 covers company information, financial highlights, directors' report, and various annexures related to corporate governance, social responsibility, and financial statements. The Annual General Meeting is scheduled for September 25, 2023, via video conferencing. **Key Financial Highlights:** * Net sales (including other income) were Rs. 36,927.00 Lakhs compared to Rs. 28,771.80 Lakhs in the previous year. * Profit before taxation was Rs. 3,856.46 Lakhs. * Dividend of Rs. 4/- per equity share is proposed. * A portion of unclaimed dividend from the year ended March 31, 2015, amounting to Rs. 60,896/-, was transferred to the Investor Education & Protection Fund (IEPF). * Rs. 2834.21 Lakhs, being 99.37% of the profit after tax, transferred to the General Reserve. **Board of Directors and Committees:** The report details the composition of the Board of Directors, including Managing Director Mr. Jasmohan Singh, Non-Executive Directors Ms. Jasleen Kaur Queenie Singh and Ms. Gurleen Kaur, and Independent Directors Mr. Ramesh Chandra Jain, Mr. Govindarajula Bhaskara Rao and CA. Divaker Jagga. Ms. Gurleen Kaur will retire at the AGM but is eligible for reappointment. Committees include the Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee, with their respective members and chairpersons. **Corporate Social Responsibility (CSR):** The company's CSR policy and activities are outlined, with a commitment to allocate CSR funds towards donation and commissioning of PSA Oxygen Plant and promotion of Education. A total amount of CSR expenditure was incurred till March 31, 2023, amounting to INR 49,69,372/- **Environmental, Social, and Governance (ESG) Policy:** FIL is committed to energy-efficient and environmentally friendly refrigeration solutions, supporting the "Make in India" program. Adopts ESG practices into its business, aiming for ethical, environmental, and social responsibility, and is dedicated to long-term value creation. **Risk Management:** The report addresses various risks including input cost, financial, and legal/compliance risks, and outlines mitigation strategies. **Other Key Points:** * Information on conservation of energy, technology absorption, and foreign exchange earnings and outgo is disclosed. * The company is compliant with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. * Annual Secretarial Compliance Report and Reconciliation of Share Capital Audit were conducted. * The report includes details of outstanding litigation, loans, guarantees and investments. * The company's Internal Control System covers ERP systems and regular compliance audits. The report includes instructions for shareholders regarding remote e-voting, attending the AGM through InstaMeet, and communication of any changes in address or bank details. It also covers unclaimed dividends and the process for claiming them from the IEPF Authority.

Frick India Limited Unlisted Shares

Frick India Limited Annual Report Summary (Financial Year 2021-22) The 59th Annual Report of Frick India Limited covers the financial year ended March 31, 2022. Frick India Limited was incorporated in 1962 in collaboration with Frick Company USA and is the largest equipment manufacturer and turnkey solution provider for Industrial refrigeration in India. **Financial Highlights:** * Total Revenue: Increased to ₹28,771.80 Lakhs (FY21: ₹23,753.86 Lakhs). * EBITDA: ₹2,603.13 Lakhs (FY21: ₹3,184.92 Lakhs). * Profit Before Tax (PBT): ₹2,189.71 Lakhs (FY21: ₹2,731.59 Lakhs). * Profit After Tax (PAT): ₹1,636.34 Lakhs (FY21: ₹2,079.05 Lakhs). * Dividend: Recommended @ 30% p.a. * Earnings per Share: Basic and Diluted both at ₹272.73 (FY21: ₹346.52). * The Company had transferred an amount of Rs. 1618.34/-being 98.90% of the profit after tax of the year under review, to the General Reserve of the Company. **Corporate Governance and Board Matters:** * The 59th Annual General Meeting (AGM) will be held on September 23, 2022, via Video Conferencing/Audio Visual Mode. * Ms. Jasleen Kaur is retiring by rotation at the AGM and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment. * The board reports the death of Late Sh. C.A. Mahendra Kumar Doogar, Non-Executive Independent Director of the Company and the appointment of Mr. Govindarajula Bhaskara Rao as an Additional Director in his place. * The Company has received declarations from Independent Directors, that they meet the criteria of independence. **Company Information:** * Company CIN is L74899HR1962PLC002618. The registered office is located at 21.5 KM, Main Mathura Road, Faridabad. * Key management personnel include: Mr. Jasmohan Singh (Managing Director), CA. Sharad Bhatnagar (Director Finance & Taxation & CFO), and CS Amit Singh Tomar (Company Secretary- Manager - Legal). * Statutory Auditors: M/s Lodha & Co., Chartered Accountants * Internal Auditors: Grant Thornton India LLP * Cost Auditors: M/s Jatin Sharma & Company. **Business Overview and Outlook:** * Frick India is the largest equipment manufacturer and turnkey solution provider for industrial refrigeration in India. * The company is focusing on consolidation of various lines of business and increasing sales domestically and through exports. * Directors are hopeful of increasing growth in the refrigeration sector. * The company faces challenges given the slower rate of pick-up of the world economy after the global slowdown and prevalent recessionary trends due to the COVID-19 Pandemic. **Capacity Expansion and Quality Initiatives:** * The Company has been under the process for capacity expansion as well as for modernization of facilities, therefore, over the period of time has acquired various advanced technological equipments. * Undertaking various initiatives on the Quality matters, in all aspects, viz. from the stage of procurement of raw-materials / inputs for the production process up to the stage of final installation at the Project Site of the Client and beyond commissioning as well, under the Annual Maintenance Contracts. **Dividend Information:** * The Board has recommended a dividend of 30% p.a. for the year ended March 31, 2022, subject to approval by members. **Corporate Social Responsibility (CSR):** * The Company constituted the committee on Corporate Social Responsibility on May 09, 2014 and is committed to discharging its social responsibility as a good corporate citizen, complying with all the provisions of Section 135 in accordance with the Companies Act, 2013. **Investor Information and AGM Details:** * The 59th AGM of Frick India Limited will be held on Friday, 23rd day of September, 2022 at 11:00 A.M. through Video Conferencing/Audio Visual Mode. * Details of unclaimed dividend and shares are available on the company website. * Members are requested to register their email IDs to receive documents in electronic mode. **Risk Management and Internal Control:** * Effective risk management is essential. Risks are broadly classified as Strategic, Operational, Financial, and Legal/Regulatory. The Company has a comprehensive Internal Control System. * The internal financial control framework is commensurate with the size and operations of the business. **Compliance and Declarations:** * The Company is fully compliant with applicable Secretarial Standards and has a Code of Business Conduct and Ethics. A compliance certificate from a Company Secretary is included in the report. * The Directors have made necessary declarations regarding compliance and responsibility. **Financial Ratios and Analysis:** Details of significant changes in key financial ratios and their explanations are provided, such as Debtors Turnover Ratio, Inventory Turnover Ratio, Interest Coverage Ratio, Current Ratio, Debt Equity Ratio, Operating Profit Margin (%), and Net Profit Margin (%).

Frick India Limited Unlisted Shares

58th Annual Report 2020-21 Summary: The 58th Annual General Meeting of Frick India Limited will be held on Saturday, September 18, 2021, at 11:00 A.M. through Video Conferencing/Audio Visual Mode. **Company Information & Financial Highlights:** Frick India Limited, CIN L74899HR1962PLC002618, has its registered office at 21.5 Km., Main Mathura Road, Faridabad -121003. (Haryana). The corporate office is located at 809, Suryakiran Building, 19 K. G. Marg, New Delhi-110001. Their website is www.frickweb.com. Key members of the Board of Directors include Mr. Jasmohan Singh (Managing Director), Ms. Jasleen Kaur and Ms. Gurleen Kaur (Non-Executive Directors), and Mr. Ramesh Chandra Jain, CA. Divaker Jagga, and Dr. G. B. Rao (Independent Directors). Committees include the Audit Committee (chaired by Dr. G. B. Rao), the Nomination & Remuneration Committee (chaired by Mr. Ramesh Chandra Jain), and the Stakeholders Relationship Committee (chaired by Mr. Ramesh Chandra Jain). Key Managerial Personnel include Mr. Jasmohan Singh (Managing Director), CA. Sharad Bhatnagar (CFO & Director (Finance & Taxation)), and CS. Amit Singh Tomar (Company Secretary). M/s Lodha & Co., Chartered Accountants are the Statutory Auditors, and M/s Jatin Sharma & Company. are the Cost Auditors. **Financial Review:** A five-year financial review shows: * Net Sales (Including Other income): Increased from 22,700.91 Lakhs in 2020 to 23,753.86 Lakhs in 2021. * Assets before Depreciation: Increased from 3,989.72 Lakhs in 2020 to 4,013.09 Lakhs in 2021. * Equity Capital Plus Reserves: Increased from 16,708.61 Lakhs in 2020 to 18,756.78 Lakhs in 2021. * Profit Before Taxation: Increased from 1,854.05 Lakhs in 2020 to 2,731.59 Lakhs in 2021. * Dividend Paid: Remained constant at 15.00 Lakhs each year. * Rate of Dividend: Remained constant at 25% each year. **58th Annual General Meeting Agenda:** Ordinary Business includes adopting financial statements, declaring a dividend of Rs. 3/- per equity share, and appointing a director in place of Ms. Gurleen Kaur, who retires by rotation. Special Business includes ratifying the remuneration to be paid to M/s Jatin Sharma & Co., Cost Auditors for the financial year 2021-2022, re-appointing Mr. Ramesh Chandra Jain as an Independent Director for continuation of directorship after attainment of 75 years of age, approving payment of remuneration to Mr. Jasmohan Singh as the Managing Director of the Company, and appointing Mr. Govindarajula Bhaskara Rao as an Independent Director. **Notice details instructions and additional notes:** In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM. Members are requested to notify the Company of any address changes by September 11, 2021 and send their latest specimen signatures. Members holding shares electronically should directly contact their Depository Participants for changes. Process for registration of email id for obtaining Annual Report and user id/password for e-voting and updation of bank account mandate for receipt of dividend. Unclaimed dividends from March 31, 2012, onwards will be transferred to the Investor Education and Protection Fund on November 01, 2021. Resident individual shareholders with PAN who are not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H to avail non-deduction of tax by September 11, 2021. Otherwise, tax will be deducted at a higher rate of 20%. Non-resident shareholders can avail beneficial rates under tax treaties by providing required documentation by September 11, 2021. The Securities and Exchange Board of India (SEBI) has mandated submission of Permanent Account Number (PAN) by every participant. **SHAREHOLDER INSTRUCTIONS FOR REMOTE E-VOTING:** The remote e-voting period begins from 10:00 A.M., September 15, 2021, and ends at 05:00 P.M. September 17, 2021. The Company has appointed Ms. Aditi Gupta from M/s Aditi Agarwal & Associates, Practicing Company Secretary as the Scrutinizer for the voting process. **Directors' Report:** During the Financial Year 2020-2021, the Company had a Total Income of Rs. 2,3753.86 Lakhs, as compared to the previous year 2019-20, at Rs. 22,700.91 Lakhs. A dividend of 30%p.a. for the year ended 31st March, 2021 is proposed, subject to approval. The Company had transferred an amount of Rs. 2064.05/- Lakhs, being 99.28% of the profit after tax, to the General Reserve. The Authorized Share Capital of your Company is Rupees 3,00,00,000/- (comprising of 30 lacs Equity Shares of Rs. 10/- each) and Paid up share capital of Rs. 59,99,750/- (comprising of 5,99,975 Equity Shares of Rs. 10/- each.). Ms. Gurleen Kaur will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered herself for re-appointment. Mr. Govindarajula Bhaskara Rao has been appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company. Annual Return: The annual return is available at http://frickweb.com/annual-report.aspx Ministry of Corporate Affairs, Govt. of India has taken a "Green Initiative in Corporate Governance" by allowing electronic service of notices/documents to Members. Members are requested to send their valid e-mail IDs to support this initiative. The Company’s Internal Control Culture is pervasive. They have a comprehensive Internal Control System for all the major processes to ensure reliability of Financial Reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI. The requisite Certificate from M/s Aditi Agarwal & Associates, Company Secretaries confirming compliance is annexed. Total employees on the rolls of the Company, as on March 31, 2021 were 627 compare to 657 last year. The prescribed disclosures with respect to elements of remuneration package, details of fixed component and performance linked incentives, performance criteria, service contracts, notice period, severance fees and stock options details of all the Directors, as applicable, are given in the Corporate Governance section of the Annual Report for the Financial Year 2020-2021. (Rs. in Lakhs). The financial information has been provided.