AGM of Carrier Airconditioning

Document Summary

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:

1. Adoption of Financial Statements: To consider and adopt the standalone audited financial statements of the Company for the financial year ended March 31, 2024, along with the Board of Directors' and Auditors' reports.
2. Adoption of Consolidated Financial Statements: To consider and adopt the consolidated audited financial statements of the Company for the financial year ended March 31, 2024, along with the Board of Directors' and Auditors' reports.
3. Re-appointment of Director: To appoint Mr. Rahul Jain (DIN: 07858457), Whole-time Director, who retires by rotation and is eligible, as a director.
4. Declaration of Dividend: To declare a final dividend of Rs. 9.5 per equity share for the financial year ended March 31, 2024, payable to members whose names appear in the register as of September 13, 2024.

SPECIAL BUSINESS:

5. 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.

6. 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.

7. 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:

• The AGM will be held through VC/OAVM, and the deemed venue is the registered office in Gurugram, Haryana.
• Members can attend and participate in the AGM through VC/OAVM.
• The explanatory statement related to the special business is annexed to the notice.
• Proxy appointments are not available as physical attendance is dispensed with due to VC/OAVM. Corporate members can authorize a representative.
• Details of directors retiring/seeking appointment are provided in the annexure and explanatory statement.
• The notice and Annual Report FY 2023-24 are sent electronically to members with registered email addresses.
• The notice and annual report are also available on the company's website (www.carrier.com/building-solutions/en/in/investor/) and the Share Transfer Agent's website (https://www.linkintime.co.in/).
• Members holding shares physically should register/update their email addresses with the Company. Those holding shares in dematerialized mode should do so with their Depository Participant.

Procedure for Joining the AGM through VC/OAVM:

• Members can attend the AGM through VC/OAVM via the CDSL e-Voting system (https://www.evotingindia.com).
• Members can retrieve their User ID and Password following the instructions for remote e-voting.
• Members can join the AGM through VC/OAVM 15 minutes before and after the scheduled time. The facility is available to at least 1000 members on a first come, first served basis (excluding large shareholders, promoters, institutional investors, directors, and key personnel).
• Members are encouraged to use laptops/iPads and stable Wi-Fi or LAN connections.

Instructions for Remote E-Voting:

• The AGM will be held as per MCA guidelines through video conferencing (VC) or other audio-visual means (OAVM).
• Remote e-voting will be available to members to cast their votes electronically.
• The remote e-voting period begins on September 17, 2024, at 9:00 AM and ends on September 19, 2024, at 5:00 PM.
• Shareholders holding shares as of the cut-off date (September 13, 2024) may cast their votes electronically.
• Shareholders who have already voted during the remote e-voting period will not be entitled to vote at the meeting.
• Demat account holders can vote through their Demat accounts.
• The login method varies for Individual shareholders holding securities in Demat mode with CDSL/NSDL and is detailed in the notice.

Helpdesk Information:

• Helpdesk details for technical issues related to login through Depositories (CDSL and NSDL) are provided.
• The procedure for members holding shares in physical form and other than individual shareholders holding shares in Demat is provided.

Tax Deductible at Source / Withholding Tax:

• The Company will withhold taxes on dividends paid to shareholders as per the Income Tax Act, 1961.
• The withholding tax rate varies depending on the residential status of the shareholder and documents submitted.
• Details on tax rates and required documents for Resident Shareholders (with valid PAN, without PAN, non-filing of ITR, availability of lower/nil deduction certificate) and Foreign Institutional Investors are provided.
• Shareholders are requested to update their PAN with Depository Participant and Company/Share Transfer Agent before September 13, 2024.

Other Information:

• The Company's ISIN number is INE040I01011.
• The register of members and share transfer register will remain closed from September 14, 2024, till September 20, 2024.
• The cut-off date for determining eligibility for remote e-voting and e-voting during the AGM is September 13, 2024.
• The scrutineer will submit a consolidated report of votes cast in favor or against within 3 days of the AGM's conclusion. The results will be on the company and CDSL websites.

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.