Carrier Technologies India Limited Instructions
- September 30, 2024
- Carrier
Table of Contents
Technologies India Limited
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Product Information
Manufacturer: Carrier Technologies India Limited
Former Name: UTC Fire & Security India Limited
CIN: U29193MH1981FLC024364
Registered Office: Unit No. 4B, 2nd Floor, The Centrium, Lal
Bahadur Shastri Marg, Kurla West, Mumbai-400070, Maharashtra,
India
Website: https://www.carrier.com/commercial/en/in/
Email: gpccsindialegal@carrier.com
Phone: +91-22-61700700; +91-124-4825361
Fax: +91-124-2372230
Specifications
- Model: Not specified
- Color: Not specified
- Weight: Not specified
- Dimensions: Not specified
Product Usage Instructions
Step 1: Setting Up
Ensure all components are unpacked and in good condition.
Step 2: Installation
Follow the installation guide provided in the package to
correctly set up the product.
Step 3: Power On
Connect the product to a power source and switch it on using the
designated power button.
Step 4: Configuration
Adjust settings as needed by referring to the user manual for
detailed instructions.
Step 5: Operation
Start using the product according to its intended purpose.
Frequently Asked Questions (FAQ)
Q: How do I contact customer support?
A: You can reach out to our customer support team via phone at
+91-22-61700700 or through email at
gpccsindialegal@carrier.com.
Q: Can I install the product myself?
A: We recommend professional installation for optimal
performance and safety.
“`
CARRIER TECHNOLOGIES INDIA LIMITED
(Formerly known as UTC Fire & Security India Limited) CIN:
U29193MH1981FLC024364
Registered Office: Unit No. 4B, 2nd Floor, The Centrium, Lal Bahadur Shastri
Marg, Kurla West, Mumbai-400070, Maharashtra, India; Website:
https://www.carrier.com/commercial/en/in/; Email:gpccsindialegal@carrier.com
Phone: +91-22-61700700; +91-124-4825361; Fax: +91-124-2372230
NOTICE OF THE 42nd ANNUAL GENERAL MEETING
NOTICE is hereby given that the 42nd (Forty Second) Annual General Meeting of
members of Carrier Technologies India Limited (the “Company”) will be held on
Thursday, the 26th day of September, 2024 at 11.30 AM through Video
Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the
following businesses:
Ordinary Business:
1. To consider and adopt the audited financial statements of the company for
the financial year ended on 31st March, 2024 and the report of the Board of
Directors and Auditors thereon and in this regard to consider and if thought
fit to pass the following resolution as an ordinary resolution:
RESOLVED THAT the audited financial statements of the company for the
financial year ended on 31st March, 2024 together with the report of Board of
Directors and auditors thereon be and are hereby considered and adopted.
2. To re-appoint Mr. Karuppiah Muthalagappan (DIN: 08539111) who retires by
rotation and being eligible, offers himself for re-appointment as a director
of the company and in this regard to consider and if thought fit to pass the
following resolution as an ordinary resolution:
RESOLVED THAT Mr. Karuppiah Muthalagappan (DIN: 08539111) who retires by
rotation and being eligible, offers himself for re-appointment, be and is
hereby re-appointed as a director of the company liable to retire by rotation.
Special Business:
3. To appoint Mr. Pankaj Krishandev Mehta (DIN: 10548959) as a director of
the company and in this regard to consider and if thought fit to pass the
following resolution as an ordinary resolution:
RESOLVED THAT pursuant to the provisions of Section 152 and any other
applicable provisions of the Companies Act, 2013, and the Companies
(Appointment and Qualification of Directors) Rules, 2014, including any
statutory modifications or re-enactments thereof for the time being in force,
Mr. Pankaj Krishandev Mehta (DIN: 10548959), who was appointed as an
Additional Director of the Company on the recommendation of the Nomination and
Remuneration Committee and approved by the Board of Directors with effect from
13th March, 2024, and who holds office up to the date of the 42nd Annual
General Meeting, and in respect of whom a notice in writing signifying his
candidature under Section 160 of the Act has been received, be and is hereby
appointed as a Director of the Company, liable to retire by rotation, in the
category of Non-Executive Director.
4. To approve the appointment and remuneration of Mr. Nanda Kishore Lakkaraju
(DIN: 05233356) as the Managing Director of the company and in this regard to
consider and if thought fit to pass the following resolution as a special
resolution:
4
42nd ANNUAL REPORT 2023-24
RESOLVED THAT pursuant to the recommendation of the Nomination and
Remuneration Committee, the approval of the Board of Directors of the Company,
and in accordance with the provisions of Sections 196, 203, and other
applicable provisions of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and any
other applicable rules (including any statutory modifications or re-enactments
thereof for the time being in force), and subject to such other approvals as
may be required from the statutory authorities, Mr. Nanda Kishore Lakkaraju
(DIN: 05233356), who was appointed as an Additional Director and whose
designation was subsequently changed to Managing Director with effect from
11th October, 2023 subject to approval of Members, and in respect of whom the
Company has received a notice in writing signifying his candidature under
Section 160 of the Act be and is hereby regularized and the consent of the
Members be and is hereby accorded to the appointment of Mr. Nanda Kishore
Lakkaraju (DIN: 05233356) as Managing Director of the Company for a period of
5 (five) years with effect from 11th October, 2023, to 10th October, 2028 and
that he shall not be liable to retire by rotation
RESOLVED FURTHER THAT pursuant to applicable provisions of Companies Act, 2013
approval of members of the company be and is hereby accorded by way of special
resolution to pay remuneration to Mr. Nanda Kishore Lakkaraju (DIN: 05233356)
up to maximum of Rs.5,00,00,000/- (Rupees Five Crores only) per annum during
her tenure with the company as may be approved by the Board of Directors and
acceptable to Mr. Nanda Kishore Lakkaraju (DIN: 05233356) from time to time in
compliance with applicable provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT in event of no profit or inadequate profit in any
financial year during his tenure absolute authority/liberty is hereby given to
the Board of Directors of the company by this resolution to approve/ratify the
remuneration and/or any other term of appointment of Mr. Nanda Kishore
Lakkaraju (DIN: 05233356) as may be agreed between the Board of Directors and
Mr. Nanda Kishore Lakkaraju (DIN: 05233356) from time to time subject to
ceiling of remuneration mentioned in above said resolution in compliance with
applicable provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT Mr. Nanda Kishore Lakkaraju (DIN: 05233356) shall
perform such duties and functions as may be delegated to him from time to time
subject to the control and superintendence of the Board of Directors of the
company.
RESOLVED FURTHER THAT for purpose of giving effect to the above said
resolution the Board of Directors of the company be and are hereby authorized
to do all such acts, deeds, things, matters as it may in its absolute
discretion deem necessary, proper or desirable and to settle any question,
difficulty or doubt that may arise in this regard.
5. To approve the appointment and remuneration of Ms. Samarpita Banerjee
(DIN: 08728454) as a whole-time director of the company and in this regard to
consider and if thought fit to pass the following resolution as a special
resolution:
RESOLVED THAT pursuant to the recommendation of the Nomination and
Remuneration Committee, the approval of the Board of Directors of the Company,
and in accordance with the provisions of Sections 196, 203, and other
applicable provisions of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and any
other applicable rules (including any statutory modifications or re-enactments
thereof for the time being in force), and subject to such other approvals as
may be required from the statutory authorities, Ms. Samarpita Banerjee (DIN:
08728454), who was appointed as an Additional Director and whose designation
was subsequently changed to Whole Time Director with effect from 18th March,
2024 subject to approval of Members, and in respect of whom the Company has
received a notice in writing signifying her candidature under Section 160 of
the Act be and is hereby regularized and the consent of the Members be and is
hereby accorded to the appointment of Ms. Samarpita Banerjee (DIN: 08728454)
as Whole Time Director of the Company for a period of 5 (five) years with
effect from 18th March, 2024, to 17th March, 2029 and that she shall not be
liable to retire by rotation.
5
RESOLVED THAT pursuant to applicable provisions of Companies Act, 2013
approval of members of the company be and is hereby accorded by way of special
resolution to pay remuneration to Ms. Samarpita Banerjee (DIN: 08728454) up to
maximum of Rs. 2,00,00,000/- (Rupees Two Crores only) per annum during her
tenure with the company as may be approved by the Board of Directors and
acceptable to Ms. Samarpita Banerjee (DIN: 08728454) from time to time in
compliance with applicable provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT in event of no profit or inadequate profit in any
financial year during her tenure absolute authority/liberty is hereby given to
the Board of Directors of the company by this resolution to approve/ratify the
remuneration and/or any other term of appointment of Ms. Samarpita Banerjee
(DIN: 08728454) as may be agreed between the Board of Directors and Ms.
Samarpita Banerjee (DIN: 08728454) from time to time subject to ceiling of
remuneration mentioned in above said resolution in compliance with applicable
provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT Ms. Samarpita Banerjee (DIN: 08728454) shall perform
such duties and functions as may be delegated to her from time to time subject
to the control and superintendence of the Board of Directors of the company.
RESOLVED FURTHER THAT for purpose of giving effect to the above said
resolution the Board of Directors of the company be and are hereby authorized
to do all such acts, deeds, things, matters as it may in its absolute
discretion deem necessary, proper or desirable and to settle any question,
difficulty or doubt that may arise in this regard.
6. To approve the appointment and remuneration of Mr. Perni Srinivasa Rao
(DIN: 10550675) as a whole-time director of the company and in this regard to
consider and if thought fit to pass the following resolution as a special
resolution:
RESOLVED THAT pursuant to the recommendation of the Nomination and
Remuneration Committee, the approval of the Board of Directors of the Company,
and in accordance with the provisions of Sections 196, 203, and other
applicable provisions of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and any
other applicable rules (including any statutory modifications or re-enactments
thereof for the time being in force), and subject to such other approvals as
may be required from the statutory authorities, Mr. Perni Srinivasa Rao (DIN:
10550675), who was appointed as an Additional Director and whose designation
was subsequently changed to Whole Time Director with effect from 18th March,
2024 subject to approval of Members, and in respect of whom the Company has
received a notice in writing signifying his candidature under Section 160 of
the Act be and is hereby regularized and the consent of the Members be and is
hereby accorded to the appointment of Mr. Perni Srinivasa Rao (DIN: 10550675)
as Whole Time Director of the Company for a period of 5 (five) years with
effect from 18th March, 2024, to 17th March, 2029 and that he shall not be
liable to retire by rotation
RESOLVED FURTHER THAT pursuant to applicable provisions of Companies Act, 2013
approval of members of the company be and is hereby accorded by way of special
resolution to pay remuneration to Mr. Perni Srinivasa Rao (DIN: 10550675) up
to maximum of Rs. 2,00,00,000/- (Rupees Two Crores only) per annum during his
tenure with the company as may be approved by the Board of Directors and
acceptable to Mr. Perni Srinivasa Rao (DIN: 10550675) from time to time in
compliance with applicable provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT in event of no profit or inadequate profit in any
financial year during her tenure absolute authority/liberty is hereby given to
the Board of Directors of the company by this resolution to approve/ratify the
remuneration and/or any other term of appointment of Mr. Perni Srinivasa Rao
(DIN: 10550675) as may be agreed between the Board of Directors and Mr. Perni
Srinivasa Rao (DIN: 10550675) from time to time subject to ceiling of
remuneration mentioned in above said resolution in compliance with applicable
provisions of the Companies Act, 2013.
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42nd ANNUAL REPORT 2023-24
RESOLVED FURTHER THAT Mr. Perni Srinivasa Rao (DIN: 10550675) shall perform
such duties and functions as may be delegated to him from time to time subject
to the control and superintendence of the Board of Directors of the company.
RESOLVED FURTHER THAT for purpose of giving effect to the above said
resolution the Board of Directors of the company be and are hereby authorized
to do all such acts, deeds, things, matters as it may in its absolute
discretion deem necessary, proper or desirable and to settle any question,
difficulty or doubt that may arise in this regard.
7. To approve the appointment and Mr. Narendra Singh Sisodia (DIN: 06363951
as independent director of the company and in this regard to consider and if
thought fit to pass the following resolution as a special resolution:
RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, and 161,
read with Schedule IV and other applicable provisions, if any, of the
Companies Act, 2013 (`Act’), and the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force), and the Articles of
Association of the Company, and based on the recommendation of the Nomination
and Remuneration Committee and the approval of the Board of Directors, Mr.
Narendra Singh Sisodia (DIN: 06363951), who was appointed as an Additional
Director of the Company under the category of Independent Director with effect
from June 26, 2024, and who has submitted a declaration that he meets the
criteria of independence as provided under Section 149(6) of the Act, be and
is hereby appointed as an Independent Director of the Company to hold office
for a term of five consecutive years, commencing from June 26, 2024, until
June 25, 2029, and that he shall not be liable to retire by rotation during
this term.
8. To approve sale of Commercial and Residential Fire Business to KEdward
Technologies India Private Limited and in this regard to consider and if
thought fit to pass the following resolution as a special resolution:
RESOLVED THAT pursuant to Section 180, 188 and other applicable provisions of
the Companies Act, 2013 (“Act”) and rules made thereunder, the memorandum and
articles of association of the Company and subject to the receipt of requisite
approvals, consents, permissions as required under applicable law, the consent
of the members of the Company be and is hereby accorded to the Board of
Directors of the Company (“Board”) for sale of the commercial and residential
fire business of the Company to KEdward Technologies India Private Limited, a
company incorporated under the laws of India and having its registered office
at Unit 1 & 2, 2nd Floor, Imperial Tower, GHMC No. 7-1-617/A, 7-1-615 and 616,
TS No. 1 Ward 5, Block H, in Sy. No. 238 (p) and Sy. No. 242 (p), Ameerpet
Village, Hyderabad 500038, Telangana, India (“KEdward”), a related party of
the Company under the provisions of section 2 (76) of the Act, for a
consideration of not less than INR 130,00,00,000/- (One Hundred and Thirty
Crores only) (excluding taxes) as a going concern, on a slump sale basis, on
such terms and conditions as the Board may deem fit (the “Transaction”).
RESOLVED FURTHER THAT any of the Directors of the Company (each an “Authorized
Person”) be and are hereby severally authorized to do all such acts, matters,
deeds and things and take all necessary steps to:
(a) negotiate, finalize, agree, execute, deliver, dispatch, and accept any
changes, modifications or amendments to the terms and conditions contained in,
the BTA and any other documents, deeds, undertakings, consents, declarations,
instruments, requests, letters, notices, forms, writings, papers agreements
and/or other writings as may be necessary or desirable, or required in
connection with or ancillary to the BTA (together, the “Transaction
Documents”), for and on behalf of the Company;
(b) execute all other documents as may be necessary or required for the
aforesaid purposes and take all such further steps (including but not limited
to payment of stamp duty and making all statutory filings/compliances) as may
be required to give effect to the Transaction and the resolutions passed
7
by the Board of the Company and/or matters concerned therewith or incidental
thereto in the best interests of the Company; and
(c) take all necessary steps in the matter as they may in their absolute
discretion deem necessary, desirable or expedient and to settle any question
that may arise in this regard and incidental thereto.
RESOLVED FURTHER THAT all actions taken by the Board of Directors of the
Company in connection with any matter referred to or contemplated in any of
the foregoing resolutions be and are hereby approved, ratified and confirmed
in all respects.
RESOLVED FURTHER THAT any Authorized Person be and is hereby authorised to
furnish a copy of this resolution certified as true on behalf of the Company.
Registered office: Carrier Technologies India Limited Unit No. 4B, 2nd Floor, The Centrium, Lal Bahadur Shastri Marg, Kurla West, Mumbai- 400070, Maharashtra, India CIN: U29193MH1981FLC024364 Website: https://www.carrier.com/ Email Id: gpccsindialegal@carrier.com Tel: +91-22-61700700; +91-124-4825361 Fax: +91-124-2372230
By Order of the Board of Directors For Carrier Technologies India Limited
Samta Jain Company Secretary Membership No. ACS
M.No: A46162
Date: 26.08.2024 Place: Hyderabad
NOTES:
1. The Company believes that Annual General Meeting (“AGM”) is a forum which
provides to the shareholders an opportunity to interact with the Board of
Directors (“the Board”) and its Senior Management team. However, in view of
the Covid-19 pandemic and in accordance with General Circular No. 14/2020
dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020,
General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020
dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020,
General Circular No. 39/2020 dated December 31, 2020, General Circular No.
02/2021 dated January 13, 2021, General Circular No. 19/2021 dated December 8,
2021, General Circular No. 21/2021 dated December 14, 2021 and General
Circular No. 03/2022 dated May 05, 2022, General Circular No. 10/2022 dated
28th December, 2022, General Circular No. 09/2023 dated 25th September, 2023
and / or any other applicable notification/circular (collectively referred to
as “MCA Circulars”)issued by Ministry
8
42nd ANNUAL REPORT 2023-24
of Corporate Affairs (“MCA”) wherein MCA permitted convening the Annual
General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other
Audio-Visual Means (“OAVM”), without the physical presence of the members at a
common venue. In accordance with the MCA Circulars, provisions of the
Companies Act, 2013 (“Act”) and the rules made thereunder, the 42nd AGM of the
Company will be held though held though VC/OAVM and the members can attend and
participate in the 42nd AGM of the company through VC/OAVM. The deemed venue
for the 42nd AGM shall be the registered office of the Company i.e. Carrier
Technologies India Limited, Unit No. 4B, 2nd Floor, The Centrium, Lal Bahadur
Shastri Marg, Kurla West, Mumbai – 400070, Maharashtra, India.
2. The explanatory statement pursuant to Section 102 of the said Act with
respect to the special business to be transacted at the 42nd AGM is annexed
hereto and forms part of this notice.
3. Generally, a member entitled to attend and vote at the AGM is entitled to
appoint a proxy to attend and vote on a poll instead of himself/herself and
the proxy need not be a member of the company. Since this 42nd AGM is being
held through VC/OAVM pursuant to the MCA Circulars, physical attendance of
members has been dispensed with. Accordingly, the facility for appointment of
proxies by the members will not be available for the 42nd AGM of the Company
and hence the Proxy Form and Attendance Slip are not annexed hereto. However,
in pursuance of Sections 112 and 113 of the said Act, a body corporate if it
is member of the Company can authorize such person as it thinks fit to act as
its representative and such authorized person shall be entitled to exercise
voting through remote e-voting or participate and e-voting in the AGM to be
held through VC/OAVM.
4. Since the 42nd AGM will be held through VC/OAVM, the route map of the
venue of the AGM is not annexed hereto.
5. Details of Directors retiring by rotation /seeking re-appointment /
appointment at the 42nd AGM of the company are provided in the “Annexure- I”
to the Notice.
DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:
6. In compliance with the MCA Circulars, the Notice of the 42nd AGM of the
company along with the Annual Report 2023 2024 is being sent only through
electronic mode to those members whose email addresses are registered with the
company/ depositories. Members may note that the Notice and Annual Report 2023
2024 will also be available on the Company’s website
https://www.carrier.com/ commercial/en/in/investor/ on the website of
Registrars and Share Transfer Agent (“R&T Agent”) of the Company i.e. Adroit
Corporate Services Private Limited (“Adroit Share Transfer Agent”) at
http://www. adroitcorporate.com/RandTServices.aspx. The Notice can also be
accessed from the website of CDSL (agency for providing the Remote e-Voting
facility) i.e.www.evotingindia.com.
7. For receiving all communications including Annual Report from the Company
electronically: Members holding shares in physical mode and who have not
registered / updated their email address with the Company are requested to
register / update the same by writing to the company with details of folio
number and attaching a self-attested copy of PAN card at
gpccsindialegal@carrier.com or to Registrar & Share Transfer Agent of company
i.e. Adroit Corporate Services Private Limited, 17-20, Jafferbhoy Ind. Estate,
1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai – 400059,
Maharashtra, India or by writing at info@adroitcorporate.com.
8. Members holding shares in dematerialized form are requested to intimate
all changes pertaining to their bank details, National Electronic Clearing
Service (NECS), Electronic Clearing Service (ECS), mandates, nominations,
power of attorney, change of address, change of name, e-mail address, contact
numbers, for receiving all communications (including Annual report) from the
Company electronically etc. to their Depository Participant (DP). Changes
intimated to the DP will then be automatically reflected in the company’s
records which will help the company and the Company’s Registrars and Share
Transfer Agent i.e. Adroit Corporate Services Private Limited to provide
efficient and better services. Members holding
9
shares in physical form are requested to intimate such changes to Adroit. For
any grievances, please write to Adroit at 17-20, Jafferbhoy Ind. Estate, 1st
Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059, Maharashtra,
India or by email to info@adroitcorporate.com.
PROCEDURE FOR JOINING THE AGM THROUGH VC/ OAVM:
9. Members will be provided with a facility to attend the 42nd AGM through
VC/OAVM through the CDSL e-voting system. Members may access the same at
https://www.evotingindia.com under shareholders / members tab by using the
remote e-voting credentials. The link for VC/OAVM will be available in
shareholder/members tab where the EVSN of the Company will be displayed.
10. Members who do not have User ID and Password for e-voting or have
forgotten the User ID and Password may retrieve the same by following the
procedure given in the instructions for shareholders for remote e-voting below
after point 15.
11. Members can join the 42nd AGM in the VC/OAVM mode 15 minutes before and
after the scheduled time of the commencement of the meeting. The facility of
participation at the 40th AGM through VC/ OAVM will be made available to at
least 1000 members on first come first served basis. This will not include
large Shareholders (Shareholders holding 2% or more shareholding), Promoters,
Institutional Investors, Directors, Key Managerial Personnel, the Chairman of
the Audit Committee, Corporate Social Responsibility Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee, Auditors etc.
who are allowed to attend the 42nd AGM without restriction on account of first
come first served basis.
12. Members are encouraged to join the meeting through Laptop / I-Pad for
better experience.
13. The participants connecting from mobile devices or tablets or through
laptop connecting via mobile hotspot may experience Audio/Video loss due to
fluctuation in their respective network. It is therefore recommended to use
stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches. The
Members will be required to allow camera and use internet with a good speed to
avoid any disturbance during the 42nd AGM.
14. The Members who would like to express their views/ask questions during
the 42nd AGM may register themselves as a speaker by sending their request in
advance at least 15 (fifteen) days prior to meeting mentioning their name,
Demat account number/folio number, email id, mobile number at company email id
-gpccsindialegal@carrier.com. Those members who have registered themselves as
a speaker will be allowed to express their views/ask questions during the
meeting.
15. The members who do not wish to speak during the 42nd AGM but have queries
may send their queries in advance 15 (fifteen) days prior to meeting
mentioning their name, demat account number/folio number, email id, mobile
number at company email id – gpccsindialegal@carrier.com. These queries will
be replied to by the company suitably by email.
THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with
Rule 20 of the Companies (Management and Administration) Rules, 2014 and MCA
Circulars dated 8th April, 2020, 13th April, 2020, 5th May, 2020, 15th June,
2020, 28th September, 2020, 31st December, 2020, 23rd June, 2021, 8th
December, 2021, 5th May, 2022, 28th December, 2022 and 25th September, 2023
and any other applicable notification/ circular as applicable from time to
time the Company is pleased to provide remote e-voting facility to its members
to cast their votes electronically on all resolutions set forth in this
notice. The shareholders may cast their votes remotely using an electronic
voting system on the dates mentioned hereinbelow (“remote e-voting”).
For this purpose, the company has entered into an agreement with Central
Depository Services (India)
10
42nd ANNUAL REPORT 2023-24
Limited (“CDSL”) for facilitating voting through electronic means as the
authorized e-voting agency. The facility of casting votes by a shareholder
using remote e-voting as well as the e-voting system on the date of the 42nd
AGM will be provided by CDSL.
i. The remote e-voting period begins on Monday the 23rd of September, 20224 at
9:00 A. M., and ends on Wednesday the 25th of September 2024 at 5.00 P. M.
During this period shareholders of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date (“record
date”) of 19th September, 2024 may cast their vote electronically. The
e-voting module shall be disabled by CDSL for voting thereafter.
ii. Shareholders who have already voted electronically prior to the meeting
date would not be entitled to vote at the meeting venue.
iii. The shareholders should log on to the e-voting website
https://www.evotingindia.com/.
iv. Click on Shareholders.
v. Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number
registered with the Company.
OR
Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you
can log-in at https://www. cdslindia.com from Login-Myeasi using your login
credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services,
click on e-Voting option and proceed directly to cast your vote
electronically.
vi. Next enter the Image Verification as displayed and Click on Login.
vii. If you are holding shares in demat form and had logged on to
https://www.evotingindia.com/ and voted on an earlier voting of any company,
then your existing password is to be used.
viii. If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN
Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both Demat shareholders as well as physical shareholders)
· Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the 8 digits of the sequence number sent by
Company / Adroit Share Transfer Agent or contact Company / Adroit Share
Transfer Agent.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
format) as recorded Details OR Date in your Demat account or in the Company
records in order to login. of Birth (DOB) · If both the details are not
recorded with the Depository or Company, please enter
the member ID / folio number in the Dividend Bank details field as mentioned
in instruction (v).
ix. After entering these details appropriately, click on “SUBMIT” tab.
x. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in de-mat form will now reach `Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company
11
on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password
with any other person and take utmost care to keep your password confidential.
xi. For Members holding shares in physical form, the details can be used only
for e-voting on the resolutions contained in this Notice.
xii. Click on the EVSN for Carrier Technologies India Limited.
xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against
the same the option “YES/ NO” for voting. Select the option YES or NO as
desired. The option YES implies that you assent to the Resolution and option
NO implies that you dissent to the Resolution.
xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire
Resolution details.
xv. After selecting the resolution, you have decided to vote on, click on
“SUBMIT”. A confirmation box will be displayed. If you wish to confirm your
vote, click on “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.
xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed
to modify your vote.
xvii. You can also take a print of the votes cast by clicking on “Click here
to print” option on the Voting page.
xviii. If a De-mat account holder has forgotten a login password, then Enter
the User ID and the image verification code and click on Forgot Password and
enter the details as prompted by the system.
xix. Shareholders can also cast their vote using CDSL’s mobile app m-Voting
available for android based mobiles. The m-Voting app can be downloaded from
Google Play Store. iPhone users can download the app from the App Store.
Please follow the instructions as prompted by the mobile app while voting on
your mobile.
INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE 42nd AGM ARE AS UNDER:
16. The facility for voting through electronic voting system during the 42nd
AGM shall be made available only to those members who would be present in the
42nd AGM through VC/OAVM facility and have not casted their votes on the
resolutions through remote e-voting and are otherwise not barred from doing
so. The procedure for e-voting on the day of the 42nd AGM is same as the
instructions mentioned above for remote e-voting.
17. If any votes are cast by the shareholders through the e-voting available
during the 42nd AGM and if the same shareholders have not participated in the
meeting through VC/OAVM facility, then the votes casted by such shareholders
shall be considered invalid as the facility of e-voting during the AGM is
available only to the shareholders attending the AGM.
18. Shareholders who have voted through remote e-voting will be eligible to
attend the 42nd AGM. However, they will not be eligible to vote at the 42nd
AGM. Voting rights of a shareholder / beneficial owner (in case of electronic
shareholding) shall be in proportion to his/her share in the paid-up equity
share capital of the Company as on the cut-off date i.e., 19th September, 2024
19. The Board of Directors have appointed DMK Associates as scrutinizer to
scrutinize the e-voting during 42nd AGM and remote e-voting in a fair and
transparent manner and they have communicated their willingness to be
appointed and will be available for the said purpose.
NOTE FOR NON INDIVIDUAL SHAREHOLDERS AND CUSTODIANS:
20. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.)
and Custodians are required to log on to https://www.evotingindia.com/ and
register themselves in the “Corporates” module.
12
42nd ANNUAL REPORT 2023-24
21. A scanned copy of the Registration Form bearing the stamp and sign of the
entity should be emailed to helpdesk.evoting@cdslindia.com.
22. After receiving the login details a compliance user should be created
using the admin login and password. The compliance user would be able to link
the account(s) for which they wish to vote on.
23. The list of accounts linked in the login should be emailed to
helpdesk.evoting@cdslindia.com and on approval of the accounts they would be
able to cast their vote.
24. A scanned copy of the Board Resolution and Power of Attorney (POA) which
they have issued in favour of the custodian, if any, should be uploaded in PDF
format in the system for the scrutinizer to verify the same.
25. Alternatively, Non-Individual shareholders are required to send the
relevant Board Resolution/ Authority Letter etc. together with attested
specimen signature of the duly authorized signatory who are authorized to
vote, to the Scrutinizer and to the company at the email address –
gpccsindialegal@carrier.com if they have voted from individual tab and not
uploaded the same in the CDSL e-voting system for the scrutinizer to verify
the same.
If you have any queries or issues regarding attending 41st AGM and e-voting
from the e-voting system, you may refer the Frequently Asked Questions
(“FAQs”) and e-voting manual available at www.evotingindia.com, under help
section or write an email to helpdesk.evoting@cdslindia.com or contact Mr.
Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr.
Rakesh Dalvi (022-23058542).
All grievances connected with the facility for voting by electronic means may
be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services (India)
Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M
Joshi Marg, Lower Parel (East), Mumbai 400013, Maharashtra, India or send an
email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH
THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE
RESOLUTIONS PROPOSED IN THIS NOTICE:
For shareholders who holds shares in physical form- Please provide necessary
details like Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned copy of PAN card),
AADHAR (self-attested scanned copy of Aadhar Card) by email to company email
address – gpccsindialegal@carrier.com or to Registrar and Transfer agent of
company on email address info@adroitcorporate.com.
For shareholders who holds shares in Demat form- Please provide Demat account
details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name,
client master or copy of Consolidated Account Statement, PAN (self-attested
scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card)
to company email address – gpccsindialegal@carrier.com or to Registrar and
Transfer agent of company on email address – info@adroitcorporate.com.
After due verification the Company / Adroit Share Transfer Agent will forward
your login credentials to your registered email address.
PROCEDURE FOR INSPECTION OF DOCUMENTS:
26. The Register of Directors and Key Managerial Personnel and their
shareholding maintained under section170 of the Companies Act, 2013 the
Register of Contracts or Arrangements in which the directors are interested,
maintained under Section 189 of the Companies Act, 2013 and the relevant
documents referred to in the Notice will be available electronically for
inspection by the Shareholders during the 42nd AGM of the company.
Shareholders seeking to inspect such documents can send an email to
gpccsindialegal@carrier.com.
13
27. Members seeking any information with regard to the accounts or any matter
to be placed at the 42nd AGM are requested to write to the Company on or
before 19th September, 2024 through email on gpccsindialegal@carrier.com. The
same will be replied by the company suitably.
OTHER INFORMATION
28. Shareholders attending the 42nd AGM through VC/ OAVM shall be reckoned
for the purpose of the quorum under Section 103 of the Companies Act, 2013.
29. The Company’s ISIN number is INE226D01017.
30. Pursuant to notification number G.S.R. 853 (E) issued by the ministry of
corporate affairs dated 10th September 2018 which includes any modifications
thereof shareholders holding shares in physical form are requested to convert
their holding to dematerialized form to eliminate all risks associated with
physical shares and for ease of portfolio management. Shareholders can contact
the Company or Adroit for assistance in this regard and the Company shall
facilitate dematerialization of physical shareholding.
31. The shareholders holding shares in physical form in multiple folios in
identical names or joint holding in the same order of names are requested to
send the share certificates to Adroit Corporate Services Private Limited,
Registrar and Share Transfer Agent of the Company for consolidation into a
single folio. A consolidated share certificate will be returned to such
members after making requisite changes thereon.
32. In the case of joint holders attending the meeting, only such joint
holder whose name appears as the first holder in the order of names as per the
register of members of the Company will be entitled to vote.
33. Queries proposed to be raised at the 42nd AGM may please be sent to the
Company at its registered office at least 7 days prior to the date of the
annual general meeting to enable the company to compile the information and
answer them in the meeting.
34. Pursuant to Section 72 of the Companies Act, 2013, the shareholders are
entitled to make a nomination in respect of shares held by them. Members
desirous of making a nomination are requested to send their requests in Form
No. SH-13 pursuant to Rule 19(1) of the Companies (Share Capital and
Debentures) Rules, 2014 to the Registrar and Share Transfer Agents of the
Company. Shareholders holding shares in demat form may contact their
respective depository participants for recording of nomination.
35. Non-resident Indian shareholders are requested to inform the Company’s
Registrar and Share Transfer Agent i.e. Adroit Corporate Services Private
Limited immediately: (i) the particulars of the bank account maintained in
India with complete name, branch, account type, account number and address of
the bank if not furnished earlier; and (ii) any change in their residential
status on return to India for permanent settlement.
36. The Ministry of Corporate Affairs has taken a green initiative in
corporate governance by allowing paperless compliances by the companies and
has issued circulars allowing companies to send official documents to their
members electronically to prevent global environment degradation. In support
of the green initiative your Company proposes to send the documents i.e.
notice convening general meetings, annual report containing audited financial
statements, directors’ report, auditors’ report etc. and other communications
in electronic form. To support this green initiative of the government in full
measure, members who have not registered their e-mail addresses so far are
requested to register their e-mail addresses in respect of electronic holdings
with the depository through their concerned depository participants. The
members who hold shares in physical form are requested to register their
e-mail addresses with the Company.
37. A person whose name is recorded in the register of members or in the
register of beneficial owners maintained by the depositories as on the cut-off
date i.e., 19th September 2024 shall only be entitled to avail the facility of
remote e-voting / e-voting during 42nd AGM. Any person who acquires shares of
the Company and become member of the Company after dispatch of the notice and
holding shares as on the cut-off date i.e, 19th September, 2024 may obtain
their user ID and password for remote e-voting and
14
42nd ANNUAL REPORT 2023-24
e-voting during 42nd AGM by sending a request to Registrar and Share transfer
agent i.e. Adroit Corporate Services Private Limited at
info@adroitcorporate.com. A person who is not a member as on the cut-off date
should treat this Notice of AGM for information purposes only.
38. The scrutinizer after scrutinizing the votes casted at the 42nd AGM
(e-voting during 42nd AGM) and through remote e-voting, will not exceeding 3
days from the conclusion of the 42nd AGM, make a consolidated scrutinizer’s
report of the votes casted in favor or against, if any, and submit the same to
the Chairman of the 42nd AGM. The results declared shall be available on the
website of the Company www.carrier.com/ building-solutions/en/in/investor/and
on the website of the CDSL. The resolutions will be deemed to be passed on the
date of 42nd AGM subject to receipt of the requisite number of votes in favor
of the resolutions.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:
Item No. 3:
To appoint Mr. Pankaj Krishandev Mehta (DIN: 10548959) as a director of the
company and in this regard to consider and if thought fit to pass the
following resolution as an ordinary resolution:
The Board of Directors of the Company in their meeting held on 7th March ,2024
approved the appointment of Mr. Pankaj Krishandev Mehta (DIN: 10548959) as an
additional director of the company and the said appointment was effective from
13th March ,2024 i.e from the date of allotment of the DIN. Mr. Pankaj
Krishandev Mehta (DIN: 10548959) holds office till the date of 42nd Annual
General Meeting. The management is proposing to appoint him as a Director
liable to retire by rotation to meet the requirements relating to composition
of the Board in terms of Section 149 read with Section 152 of the Companies
Act, 2013.
Notice in writing under section 160 of the Companies Act, 2013 has been
received from Mr. Pankaj Krishandev Mehta (DIN: 10548959) proposing his
candidature for the office of director of the company.
Mr. Pankaj Krishandev Mehta (DIN: 10548959) is not disqualified from being
appointed as a director in terms of section 164 of the Companies Act 2013 and
has given his consent to act as a director of the company.
Additional information in respect of Mr. Pankaj Krishandev Mehta (DIN:
10548959) as required in the secretarial standard-2 is given herein below. Mr.
Pankaj Krishandev Mehta (DIN: 10548959) is interested in the resolution set
out at item number 3 of the notice. Save and except the above none of the
other directors / key managerial personnel of the company / their relatives
are in any way concerned or interested financially or otherwise in the
resolution.
The Board of Directors recommends the ordinary resolution set out at item
number 3 of the notice for approval of members and relevant documents related
to above said resolution can be inspected at the registered office of the
company during business hours up to the date of passing of above resolution.
Item No. 4
To approve the appointment and remuneration of Mr. Nanda Kishore Lakkaraju
(DIN: 05233356) as the Managing Director of the company and in this regard to
consider and if thought fit to pass the following resolution as a special
resolution:
The Board of Directors of the company in their meeting held on 11th October
2023 on the recommendation of nomination & remuneration committee approved the
appointment of Mr. Nanda Kishore Lakkaraju (DIN: 05233356) as an additional
director of the company and the said appointment was effective from 11th
October 2023. The Board of Directors also appointed him as a Managing Director
of the company for a period of 5 (five) years with effect from 11th October,
2023 till 10th October, 2028 on the terms and conditions including
remuneration as recommended by the nomination and remuneration committee and
approved by the Board of Directors of the company which was subject to
approval of members of the company.
15
It is proposed to seek member’s approval for resolution given in item number 4
for the aforesaid appointment and remuneration payable to Mr. Nanda Kishore
Lakkaraju (DIN: 05233356) as the Managing Director of the company in terms of
applicable provisions of the Companies Act, 2013. Mr. Nanda Kishore Lakkaraju
(DIN: 05233356) shall get a remuneration upto a maximum of Rs. 5,00,00,000
(Rupees Five Crores only) per annum as may be agreed between Mr. Nanda Kishore
Lakkaraju (DIN: 05233356) and the Board of Directors of the Company from time
to time in compliance with the applicable provisions of the Companies Act,
2013.
Mr. Nanda Kishore Lakkaraju (DIN: 05233356) satisfies all other conditions set
out in part-I of schedule V, section 196 (3) of the Companies Act and is
eligible for his appointment as Managing Director of the company. He is not
disqualified from being appointed as director in terms of section 164 of the
Companies Act, 2013. The company has also received notice in writing from Mr.
Nanda Kishore Lakkaraju (DIN: 05233356) under section 160 of the Companies
Act, 2013 signifying his candidature for office of whole-time director of the
company. The above may also be treated as a written memorandum setting out the
terms of appointment of Mr. Nanda Kishore Lakkaraju (DIN: 05233356) under
Section 190 of the Companies Act, 2013.
Additional information in respect of Mr. Nanda Kishore Lakkaraju (DIN:
05233356) as required in the secretarial standard-2 is given herein below. Mr.
Nanda Kishore Lakkaraju (DIN: 05233356) is interested in the resolution set
out at item number 4 of the notice. Save and except the above none of the
other directors / key managerial personnel of the company / their relatives
are in any way concerned or interested financially or otherwise in the
resolution.
The Board of Directors recommends the special resolution set out at item
number 4 of the notice for approval of members and relevant documents related
to above said resolution can be inspected at the registered office of the
company during business hours up to the date of passing of above resolution
Item No. 5:
To approve the appointment and remuneration of Ms. Samarpita Banerjee (DIN:
08728454) as a wholetime director of the company and in this regard to
consider and if thought fit to pass the following resolution as a special
resolution:
The Board of Directors of the company in their meeting held on 18th March,
2024 on the recommendation of nomination & remuneration committee approved the
appointment of Ms. Samarpita Banerjee (DIN: 08728454) as an additional
director of the company and the said appointment was effective from 18th
March, 2024. The Board of Directors also appointed her as a whole-time
director of the company for a period of 5 (five) years with effect from 18th
March, 2024 till 17th March, 2029 on the terms and conditions including
remuneration as recommended by the nomination and remuneration committee and
approved by the Board of Directors of the company which was subject to
approval of members of the company.
It is proposed to seek member’s approval for resolution given in item number 5
for the aforesaid appointment and remuneration payable to Ms. Samarpita
Banerjee (DIN: 08728454) as whole-time director of the company in terms of
applicable provisions of the Companies Act, 2013. Ms. Samarpita Banerjee (DIN:
08728454) shall get remuneration upto a maximum of Rs. 2,00,00,000 (Rupees Two
Crores only) per annum as may be agreed between Ms. Samarpita Banerjee (DIN:
08728454) and the Board of Directors of the Company from time to time in
compliance with the applicable provisions of the Companies Act, 2013.
Ms. Samarpita Banerjee (DIN: 08728454) satisfies all other conditions set out
in part-I of schedule V, section 196 (3) of the Companies Act and is eligible
for her appointment as whole-time director of the company. She is not
disqualified from being appointed as director in terms of section 164 of the
Companies Act, 2013. The company has also received notice in writing from Ms.
Samarpita Banerjee (DIN: 08728454) under section 160 of the Companies Act,
2013 signifying her candidature for office of whole-time director of the
company. The above may also be treated as a written memorandum setting out the
terms of appointment of Ms. Samarpita Banerjee (DIN: 08728454) under Section
190 of the Companies Act, 2013.
Additional information in respect of Ms. Samarpita Banerjee (DIN: 08728454) as
required in the secretarial
16
42nd ANNUAL REPORT 2023-24
standard-2 is given herein below. Ms. Samarpita Banerjee (DIN: 08728454) is
interested in the resolution set out at item number 5 of the notice. Save and
except the above none of the other directors / key managerial personnel of the
company / their relatives are in any way concerned or interested financially
or otherwise in the resolution.
The Board of Directors recommends the special resolution set out at item
number 5 of the notice for approval of members and relevant documents related
to above said resolution can be inspected at the registered office of the
company during business hours up to the date of passing of above resolution.
Item No. 6:
To approve the appointment and remuneration of Mr. Perni Srinivasa Rao (DIN:
10550675) as a wholetime director of the company and in this regard to
consider and if thought fit to pass the following resolution as a special
resolution:
The Board of Directors of the company in their meeting held on 18th March,
2024 on the recommendation of nomination & remuneration committee approved the
appointment of Mr. Perni Srinivasa Rao (DIN: 10550675) as an additional
director of the company and the said appointment was effective from 18th
March, 2024. The Board of Directors also appointed him as a whole-time
director of the company for a period of 5 (five) years with effect from 18th
March, 2024 till 17th March, 2029 on the terms and conditions including
remuneration as recommended by the nomination and remuneration committee and
approved by the Board of Directors of the company which was subject to
approval of members of the company.
It is proposed to seek member’s approval for resolution given in item number 6
for the aforesaid appointment and remuneration payable to Mr. Perni Srinivasa
Rao (DIN: 10550675) as whole-time director of the company in terms of
applicable provisions of the Companies Act, 2013. Mr. Perni Srinivasa Rao
(DIN: 10550675) shall get remuneration upto a maximum of Rs. 2,00,00,000
(Rupees Two Crores only) per annum as may be agreed between Mr. Perni
Srinivasa Rao (DIN: 10550675) and the Board of Directors of the Company from
time to time in compliance with the applicable provisions of the Companies
Act, 2013.
Mr. Perni Srinivasa Rao (DIN: 10550675) satisfies all other conditions set out
in part-I of schedule V, section 196 (3) of the Companies Act and eligible for
his appointment as whole-time director of the company. He is not disqualified
from being appointed as director in terms of section 164 of the Companies Act,
2013. The company has also received notice in writing from Mr. Perni Srinivasa
Rao (DIN: 10550675) under section 160 of the Companies Act, 2013 signifying
his candidature for office of whole-time director of the company. The above
may also be treated as a written memorandum setting out the terms of
appointment of Mr. Perni Srinivasa Rao (DIN: 10550675) under Section 190 of
the Companies Act, 2013.
Additional information in respect of Mr. Perni Srinivasa Rao (DIN: 10550675)
as required in the secretarial standard-2 is given herein below. Mr. Perni
Srinivasa Rao (DIN: 10550675) is interested in the resolution set out at item
number 6 of the notice. Save and except the above none of the other directors
/ key managerial personnel of the company / their relatives are in any way
concerned or interested financially or otherwise in the resolution.
The Board of Directors recommends the special resolution set out at item
number 6 of the notice for approval of members and relevant documents related
to above said resolution can be inspected at the registered office of the
company during business hours up to the date of passing of above resolution
Item No. 7:
To appoint Mr. Narendra Singh Sisodia (DIN: 06363951) as an independent
director on the Board of Directors of the company and in this regard to
consider and if thought fit to pass the following resolution as a Special
Resolution:
Mr. Narendra Singh Sisodia (DIN: 06363951) was appointed as an additional
director on the Board of Directors of the company by the Board of Directors in
their meeting dated 26th June, 2024 for a period of five years effective from
26th June, 2024 to 25th June, 2029 (“tenure”). The nomination and remuneration
committee of
17
the Board of Directors has recommended the appointment of Mr. Narendra Singh
Sisodia (DIN: 06363951) as an independent director for a period of 5 (Five)
consecutive years effective from 26th June, 2024 to 25th June, 2029. The Board
of Directors, as per the recommendation of the nomination and remuneration
committee, considered that given his background and experience the association
of Mr. Narendra Singh Sisodia (DIN: 06363951) would be beneficial to the
company. Accordingly, it is proposed to appoint Mr. Narendra Singh Sisodia
(DIN: 06363951) as an independent director of the company, not liable to
retire by rotation, for a term of 5 (Five) years on the Board of Directors of
the company.
Notice in writing under section 160 of the Companies Act, 2013 has been
received from Mr. Narendra Singh Sisodia (DIN: 06363951) proposing his
candidature for the office of independent director of the company.
Mr. Narendra Singh Sisodia (DIN: 06363951) is not disqualified from being
appointed as a director in terms of section 164 of the Companies Act 2013 and
has given his consent to act as an independent director of the company. The
company has also received a declaration from Mr. Narendra Singh Sisodia (DIN:
06363951) that he meets the criteria of independence as prescribed under
section 149(6) of the Act. In the opinion of the Board of Directors Mr.
Narendra Singh Sisodia (DIN: 06363951) fulfils the conditions for appointment
as an independent director as per Companies Act 2013.
Mr. Narendra Singh Sisodia (DIN: 06363951) is independent of the management of
the company. He shall be paid remuneration by way of sitting fee for attending
meetings of the Board of Directors and committees thereof within limits
prescribed in Companies Act, 2013. Copy of letter of appointment of Mr.
Narendra Singh Sisodia (DIN: 06363951) setting out the terms and conditions of
appointment is available for inspection by the members during the annual
general meeting. Additional information in respect of Mr. Narendra Singh
Sisodia (DIN: 06363951) as required in the secretarial standard-2 is given
herein below.
Mr. Narendra Singh Sisodia (DIN: 06363951) is interested in the resolution set
out at item number 7 of the notice. Save and except the above none of the
other directors / key managerial personnel of the company / their relatives
are in any way concerned or interested financially or otherwise in the
resolution. This statement may also be regarded as an appropriate disclosure
under the applicable provisions of the Companies Act 2013. The Board of
Directors recommend the special resolution set out at item number 3 of the
notice for approval by members and relevant documents related to above said
resolution can be inspected at the registered office of the company during
business hours up to the date of passing of above resolution.
Item No. 8:
It is proposed to sell the Company’s commercial and residential fire business
as a going concern on a slump sale basis to KEdward Technologies India Private
Limited (“KEdward”) for a consideration of not less than INR 130,00,00,000(One
Hundred and Thirty Crores Only)(excluding taxes) on such terms and conditions
as the Board may deem fit (the “Transaction”). The Audit Committee and the
Board of Directors of the Company, at its meeting held on 26 August 2024, have
already approved the Transaction subject to approval from members of the
Company.
The Transaction, being a related party transaction under Section 188 of the
Companies Act, 2013 (the “Act”), requires the approval of shareholders of the
Company by way of Ordinary Resolution. The information as required under
section 188 of the Act read with Rule 15(3) of Companies (Meetings of Board
and its Powers) Rules, 2014 is as follows:
S. No.
Particulars
1. Name of the related party and nature of relationship
2. Nature, duration of the contract and particulars of the contract or arrangement
Details
KEdward Technologies India Private Limited, a fellow subsidiary under section
2(76) of the Act. Sale of Company’s Commercial and Residential Fire Business
to KEdward Technologies India Private Limited.
18
42nd ANNUAL REPORT 2023-24
3. Material terms of the contract or arrangement including the value, if any
Sale consideration shall not be less than INR 130,00,00,000(One Hundred and Thirty Crores Only) excluding taxes.
4. Any advance paid or received for the
NA
contract or arrangement, if any
5. Manner of determining the pricing and Valuation report dated 23rd August 2024 issued by other commercial terms, both included as [Ernst & Young Merchant Banking Services LLP]. part of contract and not considered as part of the contract
6. Whether all factors relevant to the contract Yes. have been considered, if not, the details of factors not considered with the rationale for not considering those factors; and
7. Any other information relevant or important for the members to take a decision on the proposed transaction
None.
Further, Section 180(1)(a) of the Act provides that sale, lease or otherwise dispose of the whole or substantially the whole of an undertaking of a Company requires approval of the shareholders by way of Special Resolution. Although the Transaction does not exceed the limits prescribed under Section 180(1)(a) of the Act, as a matter of abundant precaution and good corporate governance, this matter is being placed before the shareholders for their approval under Section 180(1)(a) as well.
In view of the above, the matter is being placed before the shareholders for their approval by way of a Special Resolution.
None of the directors (except Mr. Karuppiah Muthalagappan (DIN: 08539111), who is also a Director of KEdward) and key managerial personnel of the Company or their relatives are concerned or interested directly or indirectly except to the extent of their interest as a shareholder(s).
The Board recommends the Special Resolution set out at Item No. 8 of the Notice for approval by the members.
Registered office: Carrier Technologies India Limited Unit No. 4B, 2nd Floor,
The Centrium, Lal Bahadur Shastri Marg, Kurla West, Mumbai- 400070,
Maharashtra, India CIN: U29193MH1981FLC024364 Website:
https://www.carrier.com/ Email Id: gpccsindialegal@carrier.com Tel:
+91-22-61700700; +91-124-4825361, Fax: +91-124-2372230
Date: 26.08.2024 Place: Hyderabad
By Order of the Board of Directors For Carrier Technologies India Limited
Samta Jain Company Secretary
M.No: A46162
19
Annexure -I
Information of directors seeking appointment/re-appointment at the forthcoming annual general meeting (pursuant to Secretarial Standards – 2 issued by The Institute of Company Secretaries of India):
Name and Designation of the Director Director Identification Number Date of
Birth (Age in years)
Original date of appointment Qualifications
Experience & expertise in specific functional area
Mr. Nanda Kishore Lakkaraju
05233356
Mr. Pankaj Krishandev Mehta
10548959
Mr. Perni Srinivasa Rao
10550675
Ms. Samarpita Banerjee
08728454
Mr. Narendra Singh Sisodia
06363951
Mr. Karuppiah Muthalagappan
08539111
3rd August 1972 52 years
11th October, 2023
MBA and MS in Mechanical Engineering from Michigan State University
Experienced Engineering & Operations leader with a demonstrated history of
working in the HVAC and refrigeration industries. Skilled in Engineering,
Product Development, Operations, Talent development and retention .Proven
track record in product development, site leadership, bringing teams together,
working across geographies, partnering with internal and external stakeholders
to drive business results Strong engineering and management professional with
dual degrees from Michigan State University.
15th September 1966 58 years 13th March, 2024
MBA, BTECH
Mr. Mehta has over 30 years of rich work experience and is a Bachelor of
Technology in Mechanical Engineering, Bachelor of Science and a Master’s in
Marketing Management.
Prior to entering the corporate business world Mr. Mehta has served in the
Indian Navy for 9 years as an Officer and is an alumni of the prestigious
National Defense Academy (NDA) KhadakvaslaPune.
Mr. Mehta is the Co-Chairman of the National Committee on Cold Chain set up by
the Confederation of Indian Industries (CII) in association with the
Ministries of Agriculture and Food Processing to stimulate the cold chain
infrastructure development.
8th April, 1973 51 years
18th March, 2024
Dual Post graduate degree in Business Management and in Computer applications
29 years of extensive experience and expertise in sourcing, administration,
facility management, real estate, project execution, procurement, logistic
compliance, EHS, security, and contracts management within renowned
organizations.
20th January 1977 47 years 18th March, 2024
MBA-HR, SCMHRD
Samarpita is a global HR leader with a canvas spanning India, US, Europe,
APAC, South America, China & ME across businesses ranging from S/W Product, IT
Services & Consulting, CPG, Sales and PE firms, Life Sciences, Commercial and
Manufacturing set ups & partnering with leaders across multiple nationalities,
functions & specializations. She has partnered in building organizations
grounds up and at the same time has contributed by leading organic & inorganic
growth through Mergers, Acquisitions, Divestments
13th January, 1945 79 years
26th June, 2024
Honors’ Degree from St. Stephens’ College, Delhi Master’s Degree from Harvard
University
He joined the Indian Administrative Service in 1968 and retired as Secretary
in the Ministry of Finance, Government of India in 2005.
After his retirement from IAS in January, 2005 he has worked as Director
General, Institute for Defence Studies and Analyses, a prestigious think tank
in the area of International Relations & Security
He has been a member of the Eminent Persons’ group on China; National Security
Advisory Board; National Task Force on Defence Management; Chairman of the
Defence Acquisition Reforms Committee; Convenor of the Indian Pugwash Society
and Member of the Indian Council of World Affairs
15th July,1984 40 years
20th August, 2019 BE Mechanical Engineering
18 years of experience in the fields of sales, management, technical support
and training
20
42nd ANNUAL REPORT 2023-24
Name and Designation of the Director
Mr. Nanda Kishore Lakkaraju
Shareholding in the Company
Remuneration last drawn from company in F.Y. 2023 2024 (Rs in Lakhs)
Number of board meetings attended during the year 2023 2024
Terms & conditions of appointment / reappointment and remuneration
Nil
175
4 (Four) out of 6 meetings
Appointed as Managing Director for a period of 5 years with a remuneration as
mentioned in the notice convening the Annual General Meeting
Mr. Pankaj Krishandev Mehta
He is a member CII National Committee on Food Processing, CII National Council
on Agriculture and Member of Governing Council CII Food and Agriculture Center
of Excellence (FACE).
Mr. Perni Srinivasa Rao
Mr. Mehta is actively involved with the National Center of Cold Chain Development (NCCD) and was awarded the ICE award 2011 by the Global Cold Chain Alliance.
Nil
Nil
Nil
2
1 (One)
Nil
Appointed as Director liable to retire by rotation without any remuneration
Appointed as Whole Time Director for a period of 5 years with a remuneration as mentioned in the notice convening the Annual General Meeting
Ms. Samarpita Banerjee
Nil 4
Nil
Appointed as Whole Time Director for a period of 5 years with a remuneration
as mentioned in the notice convening the Annual General Meeting
Mr. Narendra Singh Sisodia
Nil Nil since appointed after the closure of the financial year Nil since
appointed after the closure of the financial year As mentioned in the
appointment letter
Mr. Karuppiah Muthalagappan
Nil 60
4 (Four) out of 6 meetings
Re-appointed as a Director liable to retire by rotation. As per Nomination &
Remuneration Policy forming part of Director’s Report
Relationship with Not related to
other director/ with any other
KMP
Director / KMP
Not related to with any other Director / KMP
Not related to with any other Director / KMP
Not related to with any other Director / KMP
Not related to with any other Director / KMP
Not related to with any other Director / KMP
21
Name and Designation of the Director
Directorships held in other companies
Members / chairmanship of committees in public limited companies in India
Mr. Nanda Kishore Lakkaraju 1 (One)
Chairman of Audit, CSR committee and Stakeholders Relationship committee in
the Company
Mr. Pankaj Krishandev Mehta Nil
Chairman of NRC committee in the Company
Mr. Perni Srinivasa Rao
Nil
Nil
Registered office: Carrier Technologies India Limited Unit No. 2B, 4th Floor, The Centrium, Lal Bahadur Shastri Marg, Kurla West, Mumbai- 400070, Maharashtra, India CIN: U29193MH1981FLC024364 Email Id: gpccsindialegal@carrier.com
Ms. Samarpita Banerjee
1 (One)
Mr. Narendra Singh Sisodia
4 (Four)
Mr. Karuppiah Muthalagappan
Nil
Member
Member
of Audit
of CSR
and NRC
committee in
Committee in the Company
the Company.
By Order of the Board of Directors For Carrier Technologies India Limited
Sd/Samta Jain Company Secretary Membership No. A46162
Date: 26th August, 2024 Place: Hyderabad
22
References
- Inspiring Confidence | Leading Innovation | Carrier
- Inspiring Confidence | Leading Innovation | Carrier
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