Eaton Fluid Power Limited Unlisted Shares

Annual Report Summary

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.