Eaton Fluid Power Limited Unlisted Shares Annual Reports

Eaton Fluid Power Limited Unlisted Shares

Danfoss Systems Limited, formerly known as Eaton Fluid Power Limited, released its 59th Annual Report for the year ended March 31, 2024. **Notice of the Meeting** The Fifty-Ninth Annual General Meeting (AGM) will be held on Thursday, December 26, 2024, at 10:30 AM IST via video conferencing. The ordinary business includes adopting the audited financial statements for the year ended March 31, 2024, appointing a director in place of Ravichandran Purushothaman who retires by rotation, and appointing statutory auditors and fixing their remuneration. A special business item is to ratify the remuneration of C.S. Adawadkar & Co., Cost Accountants, Pune as Cost Auditors for the financial year ending March 31, 2025, with a remuneration of Rs. 3,00,000/-. The company has been granted an extension to hold the AGM under Section 96 (3) of the Companies Act, 2013. Remote e-voting will be available to members, with the voting period commencing on Monday, December 23, 2024, and ending on Wednesday, December 25, 2024. **Board's Report** * **Financial Results:** The company's total revenue grew by 8.25% to ₹5,171.40 million in 2023-24, compared to ₹4,777.21 million in the previous year. Profit before tax increased by 71.78% to ₹290.75 million. The directors do not recommend any dividend for the year. * **Shareholding & Name Change:** Following Eaton Corporation Plc.’s sale of its hydraulic business, 97.61% of the company's shares are now held by Danfoss Fluid Power Private Limited. The company's name changed to "DANFOSS SYSTEMS LIMITED" in December 2022. An application is filed for reduction of paid-up share capital (2.39% held by non-promoter shareholders). * **Meetings:** The board held four meetings during the year. An Independent Director's meeting was held twice. * **Committees:** The composition of the Audit Committee and Stakeholders Relationship Committee were reconstituted following the appointment of Akshay Bhalchandra Purandare as an Independent Director. * **Directors’ Responsibility Statement:** The directors affirm that applicable accounting standards were followed, proper accounting records were maintained, and the annual accounts were prepared on a going concern basis. * **Statutory Auditors:** The Board proposes the appointment of M/s. Price Waterhouse Chartered Accountants LLP as statutory auditors for five years. * **Energy Conservation:** Various energy conservation measures were taken, leading to total energy savings of 57,197 KWH Units/Year and green energy generation of 617,109 KWH. * **Technology Absorption:** Transition to "One ERP system" was completed. * **Foreign Exchange:** Foreign exchange earnings were INR 1,025.69 million and expenditure was INR 2,177.16 million. * **CSR:** The Corporate Social Responsibility Committee has formulated a CSR policy. The CSR obligation for the financial year is INR 4.47 Million. * **Sexual Harassment:** There were no cases filed during the year and there were no pending cases of sexual harassment in the Company as of 31st March 2024. **Secretarial Audit Report** * SRBC & Co LLP, Chartered Accountants, served as the Statutory Auditors. * Secretarial Audit reveals compliance with the Companies Act, 2013, Depositories Act, 1996 and Foreign Exchange Management Act, 1999. * During the year, shareholders approved the reduction of share capital and an increase in borrowing limits. **Nomination & Remuneration Policy** * The Nomination and Remuneration Committee’s policy complies with Section 178 of the Companies Act, 2013. * The Committee identifies qualified director candidates, evaluates director performance, and recommends remuneration policies. **Financial Highlights (as of March 31, 2024):** * Equity share capital: 69.64 million INR * Total Equity: 1,085.39 million INR * Total Assets: 2,705.87 million INR * Revenue from Operations: 5,171.40 million INR * Profit for the year: 216.36 million INR * Total Comprehensive Income: 243.68 million INR

Eaton Fluid Power Limited Unlisted Shares

Danfoss ENGINEERING TOMORROW Danfoss Systems Limited, formerly Eaton Fluid Power Limited, is a member of the Danfoss Group. This is a summary of their 58th Annual Report for the year ended March 31, 2023. **Company Information and Key Personnel:** The present directors are Ravichandran Purushothaman, Torben Jessen Christensen, Anders Stahlschmidt, Binu Antony Kuttickatt, Prajakta Sangoram (Independent Director), and Akshay Bhalchandra Purandare (Independent Director). Citibank N.A. serves as the banker. SRBC & Co LLP are the Statutory Auditors, and DVD & Associates are the Secretarial Auditors. Link Intime India Private Limited is the Registrar & Transfer Agent. The Registered Office & Head Office is located at 145, Mumbai Pune Road, Pimpri, Pune – 411018, India. Sales offices are located in New Delhi, Kolkata, Bangalore and Chennai. **Notice of the Annual General Meeting (AGM):** The 58th AGM will be held on Friday, September 29, 2023, via video conferencing. The ordinary business includes receiving and adopting the audited financial statements for the year ended March 31, 2023, and appointing a director in place of Torben Jessen Christensen, who retires by rotation and is eligible for reappointment. Special business includes ratifying the remuneration of M/s. C.S. Adawadkar & Co. as Cost Auditors for the financial year ending March 31, 2024; increasing borrowing limits by INR 500 crores under Section 180(1)(c) of the Companies Act, 2013; and re-appointing Mrs. Prajakta Sangoram as an Independent director. It also discusses the appointment of Mr. Binu Antony Kuttickatt and Mr. Akshay Bhalchandra Purandare as Directors. Remote e-voting is available to members holding shares as of September 22, 2023. **Explanatory Statement (Section 102 of the Companies Act, 2013):** Item 3 discusses the ratification of remuneration for Cost Auditors, and Item 4 briefly discusses the increasing borrowing limit of the Company. Item 5 discusses the reappointment of Mrs. Prajakta Sangoram, and Item 6 and 7 cover the appointment of Mr. Binu Antony Kuttickatt and Mr. Akshay Bhalchandra Purandare as Directors, respectively, including their profiles. **Board's Report:** The directors present the 58th annual report along with the audited financial statements for the year ended March 31, 2023. The financial results in millions of Rupees are as follows: * Revenue: 4,777.21 (2022-23) vs. 4,564.58 (2021-22) * Total Income: 4,824.27 vs. 4,602.38 * Total Expenses: 4,578.90 vs. 4,205.74 * Profit Before Tax (PBT): 169.26 vs. 321.22 * Profit/Loss for the year: 109.96 vs. 268.54 The company's revenue grew by 5%, but profit before tax fell by 52.69%, mainly due to alignment with Danfoss Corporate policies. No dividend is recommended. The company is not proposing any transfer to the General Reserve. Eaton's shareholding changed, with 97.61% of shares now held by Danfoss Fluid Power Private Limited. The company's name was changed to Danfoss Systems Limited on December 27th, 2022. Mr. Surendra Kelkar resigned as an Independent director on October 31st, 2022. Mrs. Prajakta Sangoram was reappointed as an Independent director w.e.f. November 10, 2022. Mr. Prasanna Kumar Guttahalli resigned from the position of Director effective from May 24th, 2023. Mr. Binu Antony Kuttickatt has been appointed as an additional Director effective from May 29th 2023. Mr. Akshay B Purandare has been appointed as an additional Independent Director effective from 19th July 2023. Four board meetings were held. An independent director's meeting was held on September 05th, 2022. The audit committee met once, and the Nomination and Remuneration Committee met once via circular resolution. There were no meetings held for the Stakeholders Relationship Committee since no grievances were received. The report includes the composition of the Audit, Stakeholders Relationship, and Nomination and Remuneration Committees. The Directors Responsibility Statement is included. The company has received necessary declarations from Independent Directors. M/s. S R B C & CO LLP are the statutory auditors. There were no qualifications or adverse remarks made by the statutory auditors, and no frauds were reported by auditors. M/s. C.S. Adawadkar & Co. are the cost auditors. M/s. DVD & Associates are the secretarial auditors, and their report includes observations regarding the resignation of Mr. Surendra Kelkar, the subsequent appointment of Mr. Akshay Purandare, and the reconstitution of committees. The company has not given any loans, guarantees or investments. All related party transactions were at arm's length. There were no material changes between the balance sheet date and the report date. **Conservation of Energy:** The company completed LED lights installation, replaced an industrial valve test stand with an energy-efficient motor, maintained unity power factor, and generated green energy from a solar power plant. **Technology Absorption:** The company initiated transition to a "One ERP system". **Foreign Exchange:** The company earned INR 819.30 million in foreign currency and expended INR 1,871.54 million. **Risk Management:** The company has adequate internal controls and processes for risk management. The Corporate Social Responsibility Committee has formulated a CSR Policy. The report also states that the company has not accepted any deposits from the public, and provides details regarding compliance with secretarial standards and sexual harassment policies. Annexure A contains the Nomination & Remuneration Policy. Annexure B provides the annual report on CSR activities. The company did not spend two percent of the average net profit as they had contributed INR 3.5 million to Prime Ministers National Relief Fund on 18th August 2023, according to the report. Signed by Ravichandran Purushothaman and Binu Antony Kuttickatt, Directors. The report also includes the Independent Auditor's Report, Report on Internal Financial Controls, Balance Sheet, Statement of Profit and Loss, Statement of Cash Flows, Statement of Changes in Equity, and detailed notes to the financial statements.

Eaton Fluid Power Limited Unlisted Shares

Eaton Fluid Power Limited's 57th Annual Report for the year ended March 31, 2022, highlights the company's performance and key activities. The report includes a notice for the annual general meeting (AGM), details about the board of directors, financial results, and compliance with various regulations. **Notice of the Meeting:** The AGM is scheduled for September 30, 2022, to be held via video conferencing (VC)/OAVM. The ordinary business includes adopting the audited financial statements and the appointment of Anders Stahlschmidt as a director. Special business includes ratifying the remuneration of the Cost Auditors and increasing borrowing limits by INR 100 crores. **Board's Report:** The Directors present the 57th Annual Report along with financial statements. Financial results are reported in millions of Rupees. The total income increased to 4,602.38 in 2021-22 from 3,696.47 in 2020-21. The profit before tax (PBT) increased to 321.22 from 178.29. The total revenue grew by 25% to ₹4,564.58 million. There is no recommendation for dividend. The report also covers the impact of COVID-19, noting that despite challenges and slowdown in economy, various measures implemented have helped reinforce customer confidence. There was no significant impact on assets, plant, and equipment, receivables or inventories due to COVID-19. There was a change in Eaton's shareholding. 97.61% of the shares of the company is now held by Danfoss Fluid Power Private Limited. The extract of the annual return, as specified in Form MGT-9, will be made available on the company website and on mca.gov.in. There were 4 Board meetings during the year. The report discusses the company's policy for Directors' appointment and remuneration as per Sec. 178(3). It mentions statutory auditors, secretarial auditors, and cost auditors appointed for specific audits. No qualifications, reservations, or adverse remarks were made by the statutory auditors in their reports. No loans, guarantees or investments were given under Section 186 of the Companies Act, 2013. No material changes between the balance sheet date and report date. **Energy Conservation:** Energy conservation measures taken include cycle time optimization for machines, resulting in significant kWh unit savings, the use of solar power (409 kWp) installation and active harmonics filters. LED lighting has been installed to reduce energy consumption. **Technology Absorption:** The company is transitioning to a "One ERP system". **Foreign Exchange:** The report provides information on foreign exchange earnings (INR 1,010.13 million) and expenditure (INR 1,911.73 million). **Risk Management & Corporate Social Responsibility:** The company has internal controls for risk identification and mitigation. The company has a CSR Policy. 2.60 Million INR amount was spent in PM CARES Fund. **Directors & Key Personnel:** Sachit Nayak and Nilesh Dharwadkar resigned as directors. Ravichandran Purushothaman, Torben Jessen Christensen, Anders Stahlschmidt, and Prasanna Kumar GN were co-opted as additional directors. Anders Stahlschmidt retires by rotation and the Board of Directors recommend his reappointment. **Other Items:** There has been no change to the composition of the Board after March 31st 2022. Also detailed are instances where the company is compliant to or in agreement with secretarial standards, or other codes, Acts, standards, or reporting. The Board of Directors confirm that one case of sexual harassment was filed and disposed off during the year under review in the Company. **Annexure A: Nomination & Remuneration Policy** The Board of Directors designated the Remuneration Committee as "Nomination and Remuneration Committee" in 2018. The policy complies with Section 178 of the Companies Act, 2013. **Annexure B: Annual Report on CSR Activities** Highlights the Company's commitment to CSR, focusing on community welfare and outlines specific CSR projects. For the Financial Year 2021-22, the Company has contributed its entire CSR obligation amounting to Rs. 2.60 Million to PM CARES Fund **Secretarial Audit Report:** The company confirms adherence to statutory provisions and corporate governance practices, confirming compliance with the Companies Act, 2013, and other applicable regulations. The Company has duly complied with the Secretarial Standards. Also, as a notable item: In Compliance with the Stock and Asset Purchase Agreement entered by Eaton Corporation shares of Eaton Fluid Power Limited has been sold to Danfoss. **Independent Auditor's Report:** The auditor gives an opinion that the financial statements give a true and fair view in conformity with accounting principles. **Report on Internal Financial Controls:** The company has adequate internal controls with reference to financial statements in place and the operating effectiveness of such controls. **Financial Statements (Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Statement of Changes in Equity, and notes):** Provides detailed financial information, including revenue, expenses, profit, equity, liabilities, and compliance with accounting standards. The total revenue grew by 25% to ₹4,564.58 million. 2.60 Million INR amount was spent in PM CARES Fund. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

Eaton Fluid Power Limited Unlisted Shares

Eaton Fluid Power Limited - 56th Annual Report Summary: **Overview:** The report covers the financial year ended March 31, 2021. Eaton Fluid Power Limited is now a member of the Danfoss Group. The Annual General Meeting was held on November 24, 2021, via video conferencing. **Financial Performance:** The company experienced a 3% decline in revenue, reporting Rs. 3,651.97 million compared to Rs. 3,760.27 million in the previous year. The drop is attributed to the pandemic's impact, particularly in Q1. Total income decreased from Rs. 3,774.41 to Rs. 3,696.47 million. Profit before tax (PBT) was Rs. 178.29 million compared to Rs. 22.96 million. The company does not recommend any dividend. Despite the impact of the pandemic, the company made a net profit of Rs. 145.78 million, a recovery from the previous year's loss of Rs. (102.68) million. Total comprehensive income for the year was Rs. 143.83 million, compared to Rs. (106.98) million. **Shareholding Changes:** A significant change occurred after the financial year-end: Eaton Corporation Plc sold its Hydraulic business to Danfoss A/S. As a result, the shares of Eaton Fluid Power Limited (97.61%) were sold to Danfoss Fluid Power Private Limited on August 2, 2021. Specifically, ETN Holding 2 Limited (52.61%) and Eaton Technologies Private Limited (45%) shares were acquired by Danfoss. **Board and Committee Matters:** Several changes in directors occurred. Shandar Alam resigned as Managing Director effective July 31, 2020. Prasanna Kumar GN was appointed as an Additional Director and later as a Whole-Time Director. Ravichandran Purushothaman, Torben Jessen Christensen, Anders Stahlschmidt, and Guttahalli Prasannakumar were co-opted as Additional Directors and proposed for appointment as directors at the Annual General Meeting. Mr. Sachit Nayak, Mr. Prasannakumar Guttahalli and Mr. Nilesh Dharwadkar have resigned from the post of director. **Corporate Social Responsibility (CSR):** The company manages its CSR activities through the Eaton India Foundation and dedicated Rs. 2.68 million, and the Company has an established CSR Committee, whose composition and activities are detailed in the report. Focus areas include health, education, and environment. **Other Key Highlights:** * No transfer to general reserves is proposed for the financial year. * The company addressed the COVID-19 situation and ensured safety measures. * Extract of the annual return will be available on the company's website. * Four board meetings were held during the year. * Details of Directors' Responsibility Statement and compliance with Secretarial Standards are provided. * No frauds were reported by auditors. * The company is required to maintain cost records. * M/s. C.S. Adawadkar & Co. are appointed as Cost Auditors. * The company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India. * The company has in place an Anti-Sexual Harassment Policy. * The Company has instituted adequate internal controls and processes to have cohesive view of risk identification. **Energy Conservation and Technology Absorption:** Energy conservation measures have been implemented, including modifications to rock shaft control valve test stands and optimization of the heat treatment cell cooling tower. A 409 kWp solar power plant was also installed. Technology absorption includes the deployment of "Pick Beam Sensor" Technology and the adoption of "Power BI" data visualization tool. **Auditor's Report:** The report includes the Independent Auditor's Report, highlighting the auditor's opinion on the financial statements and internal financial controls. S R B C & CO LLP is the auditor. The report also includes annexures with details on compliance with various regulations, including the Companies Act, and the auditor's report on internal financial controls. **Future Outlook:** While some risks associated with the pandemic and economic conditions persist, the report indicates a positive outlook and confidence in the company's ability to navigate challenges. The acquisition by Danfoss is expected to bring new opportunities and synergies.