Annual Report: 2023
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:
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.
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