Event Date: N/A
Danfoss Systems Limited (formerly Eaton Fluid Power Limited) 59th Annual Report Summary for the year ended March 31, 2024.
Notice of the Meeting
The 59th Annual General Meeting will be held on December 26, 2024, via video conferencing. The ordinary business includes adopting the audited financial statements for the year ended March 31, 2024, appointing a director to replace Ravichandran Purushothaman, who is retiring by rotation, and appointing statutory auditors. Special business includes ratifying the remuneration of cost auditors for the financial year ending March 31, 2025, which is Rs. 300,000, excluding expenses and applicable taxes. Remote e-voting will be available from December 23, 2024, to December 25, 2024. CS Devendra V Deshpande is appointed as the Scrutinizer for the e-voting process.
Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013
Recommends the ratification of the Cost Auditors' remuneration to M/s C.S. Adawadkar & Co., for the Financial Year 2024-25, pursuant to Section 148 of the Companies Act, 2013.
Board's Report
Financial results are presented in Rupees in millions for the year 2023-24, compared to 2022-23. Total revenue grew by 8.25% to ₹5,171.40 million. Profit before tax increased by 71.78% to ₹290.75 million. Revenue was ₹5,171.40 compared to ₹4,777.21. Other income was ₹60.54 compared to ₹47.06. Total expenses were ₹4,884.86 compared to ₹4,578.90. Profit/Loss for the year was ₹216.36 compared to ₹109.96. Closing balance of retained earnings was ₹884.05 compared to ₹640.37. The Directors do not recommend any dividend. The Company is not proposing any transfer to the General Reserve. The company has changed its name from Eaton Fluid Power Limited to Danfoss Systems Limited with effect from December 27, 2022. The company has filed an application for Reduction of the paid-up share capital (2.39% held by non-promoter shareholders) of the Company by Cancelling and extinguishing an aggregate of 166,778 fully paid equity share.
There were Four meetings of the Board and two Independent Director's meetings. The company has also instated a Corporate Social Responsibility Policy. The company has also stated that there are no cases filed during the year for sexual harrasment.
Annexure A: Nomination & Remuneration Policy
Details the committee's role in identifying qualified directors and senior management, evaluating performance, and formulating remuneration policies in compliance with Section 178 of the Companies Act, 2013. The policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.
Annexure B: Annual Report on CSR Activities
The Company's commitment to Public and Community Affairs to enhance Company's global reputation is emphasized, mentioning commitments to making communities better, delivering functional excellence, and creating powerful relationships. It includes link to the Composition of the CSR committee, CSR Policy, and CSR projects approved by the board. Total CSR obligation for the financial year is INR 4.47 Million.
Form No. MR-3 Secretarial Audit Report
The Secretarial Audit was conducted for the period from April 1, 2023 to March 31, 2024. The auditor states that the company has complied with the provisions of the Companies Act, 2013 and also states The company has taken shareholder's approval in the Extra Ordinary General Meeting held on Thursday, 29th February, 2024 for Reduction of Share Capital pursuant to the provisions of Section 66 of the Companies Act, 2013.
Independent Auditor's Report
Gives the auditor’s opinion that the financial statements give a true and fair view of the state of affairs of the Company as at March 31, 2024, and its profit and cash flows for the year then ended, in conformity with accounting principles generally accepted in India. Revenue grew by 8.25%.
There were outstanding dues of income-tax, excise, central sales tax (CST) and value added tax (VAT) for the value of 53.34 million in FY 2008-09 to FY 2012-13. During the year the Company migrated to a new accounting software, but the audit trail for Oracle was not enabled. The Board recommends Price Waterhouse Coopers as statutory auditors. The current statutory auditor is SRBC.
Financial Statements
Key financials as of March 31, 2024:
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