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Crompton Greaves Consumer Electrical Ltd.

BSE: 539876 Sector: Engineering
NSE: CROMPTON ISIN Code: INE299U01018
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OPEN 240.80
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VOLUME 538872
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P/E 46.27
Mkt Cap.(Rs cr) 14,993
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OPEN 240.80
CLOSE 234.20
VOLUME 538872
52-Week high 295.00
52-Week low 200.15
P/E 46.27
Mkt Cap.(Rs cr) 14,993
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Crompton Greaves Consumer Electrical Ltd. (CROMPTON) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Fourth Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31stMarch 2018.

FINANCIALS:

The table below depicts the financial performance of your Company for the year ended 31stMarch 2018.

(Rs. crore)
Particulars Year ended 31st March 2018 Year ended 31st March 2017
Revenue from operations 4105.12 4016.67
Total income 4135.87 4036.16
Profit before Exceptional Items and Tax 485.44 427.56
Exceptional Items - 2.52
Profit before Tax 485.44 425.04
Tax expenses (including deferred Tax) 161.65 141.87
Profit after Tax 323.79 283.17

COMPARABLE REVENUE

Your Company adopted Indian Accounting Standards (Ind AS) with effect from 1stApril 2017 as part of the 2nd wave of companies required to transition to thenew standards. While details of the changes due to transition are given in the notes toaccounts this necessitated the restatement of the financials for the previous year(2016-17) and accordingly the 2016-17 numbers as given above are the restated numbers.

With effect from 1st July 2017 the country moved to the GST regime whereinseveral taxes were subsumed into GST. This necessitated adjustment of prices for many ofthe Company's products but without any increase in prices in the hands of the consumer.Under the prevailing revenue reporting requirements the income from Sales/operations gotreduced with commensurate reduction in cost of purchases. In order to make the numberscomparable with the previous year suitable adjustments have been made while commenting onsales growth numbers in this report.

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE: Comparable Revenue grew 8.4% to ' 4105.12crore. Profit Before Tax (PBT) at ' 485.44 crore was up by 14.2% versus last year.

Finance costs of ' 63.74 crore represent the interest cost on the Non ConvertibleDebentures of ' 650 crore.

Profit Before Tax "PBT" was ' 485.44 crore and Profit After Tax"PAT" was ' 323.79 crore. PBT margin was 11.7% and PAT margin was 7.9%.

INCREASE IN SHARE CAPITAL - Exercise of Stock Options During the year under reviewyour Company has made following allotments pursuant to exercise of options by eligibleemployees under the Crompton Employee Stock Option Scheme- 2016:

Date of Allotment No. of Shares Remarks
6* December 2017 16275 Allotment of shares arising out of exercise of options
2nd February 2018 22688 Allotment of shares arising out of exercise of options

Accordingly the paid-up share capital of the Company as on the date of this Report is' 1253570210 divided into 626785105 equity shares of ' 2/- each.

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits)Regulations 2014 are provided in Annexure 1 to this report.

DIVIDEND:

Your Directors are pleased to recommend a dividend of ' 1.75 per Ordinary (Equity)Share of the face value of '2 each payable to those Shareholders whose names appear inthe Register of Members as on the Book Closure Date. The dividend outgo inclusive of taxon distributed profits would absorb a sum of ' 132.23 crore.

In terms of Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("the Listing Regulations") the Company hasadopted a Dividend Distribution Policy which is available on the Company's website.

RESERVES:

Under the Companies Act 2013 there is no requirement to transfer any sum to GeneralReserve in relation to the payment of dividend. Accordingly the entire undistributedProfit after Tax is carried forward in the Statement of Profit and Loss.

REVISION IN CREDIT RATING

CRISIL has as part of its annual review of the Company's credit rating revised itsoutlook to 'Positive' from 'Stable' and reaffirmed the ratings at 'CRISIL AA'. This ratingis for the Company's long term facilities and Non-convertible Debentures. The short-termrating remains at CRISIL A1+.

INDIAN CORPORATE GOVERNANCE SCORECARD:

BSE Ltd. jointly with International Finance Corporation (IFC) and InstitutionalInvestor Advisory Services (HAS) with the financial support of the Government of Japan hasdeveloped the Indian Corporate Governance Scorecard which is a fair assessment ofcorporate governance practices at the corporate level. The Scorecard is based on theG20/OECD Principles of Corporate Governance. Your Company has featured in top 10 companiesamongst S&P BSE 100 (BSE 100) companies evaluated basis this Scorecard.

HUMAN RESOURCES & EMPLOYEE RELATIONS:

Employee Relations

Employee relations in your Company over the last few years have been excellent.2017-18 was a landmark year with two long-term settlements signed for a 5 year term withthe employee unions at Bethora and Kundaim units. These settlements are unique not onlyfor their duration and other work practice changes but also for the high-degree oftransparency and good spirit demonstrated.

Talent Management

Driving a performance-based culture and employee development have been two keypriorities of your Company. Key leadership gaps were filled in and the complete leadershipteam is now in place. A 360 degree feedback initiative was done for select employees. Theprocess of goal setting midyear appraisals and annual performance assessment was madetime bound and transparent.

Capability & Leadership Development Capability building is one of the fivestrategic levers on which the organisation strategy is built. In this context variousinitiatives were launched to build process and people capability. The most significant ofthose included induction of best-inclass talent in the strategic areas of Go-to-Market andProduct Supply Leadership development and functional capability enhancement.

Employee Engagement & Communication

Various initiatives were undertaken to drive transparency and communication in theorganisation. This includes frequent town-halls and small group interactions betweenleadership of the organisation (including the CEO) and employees. A comprehensiveemployee recognition program was rolled out during the year.

As of 31st March 2018 the permanent employee strength was 1615.

DIRECTORATE & KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors is governed by the Nomination andRemuneration Policy of your Company which also contains the criteria for determiningqualifications positive attributes and independence of Directors. The detailed Nominationand Remuneration Policy is contained in the Corporate Governance section of the AnnualReport.

Your Company's Board comprises seven members. The Chairman Mr. H. M. Nerurkar is anIndependent Director.

Mr. Shantanu Khosla is the Managing Director. Mr. D. Sundaram and Mr. P. M. Murty areIndependent Directors. Ms. Shweta Jalan Mr. Sahil Dalal and Mr. Promeet Ghosh areNon-Executive Directors.

Mr. Ravi Narain resigned from the Board w.e.f 5th March 2018. The Boardplaces on record their appreciation of the valuable advice and guidance given by Mr. RaviNarain while he was a Director of the Company.

Ms. Shweta Jalan Director is liable to retire by rotation and being eligible forre-appointment at the ensuing Annual General Meeting (AGM) of your Company has offeredherself for reappointment.

Her details as required under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are contained in the accompanying Notice convening theensuing Annual General Meeting (AGM) of your Company.

Appropriate resolution seeking your approval to her reappointment as Director isincluded in the Notice.

All Independent Directors have submitted declarations that they continue to meet thecriteria of Independence as laid down under section 149(6) of the Companies Act 2013 readwith the rules thereof.

Mr. Shantanu Khosla Managing Director Mr. Mathew Job Chief Executive Officer Mr.Sandeep Batra Chief Financial Officer and Ms. Pragya Kaul Company Secretary are KeyManagerial Personnel of the Company in accordance with the provisions of section 2(51) andsection 203 of the Companies Act 2013 read with the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 (including any statutory modification(s)or re-enactment(s) thereof for the time being in force).

The Board of Directors met six (06) times during the year 2017-18. The details of themeetings and the attendance of the Directors are mentioned in the Corporate GovernanceReport.

The Board has established Committees as a matter of good corporate governance practiceand as per the requirements of the Companies Act 2013. The Committees are AuditCommittee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee Stakeholders' Relationship & Share Transfer Committee and AllotmentCommittee. The composition terms of reference number of meetings held and businesstransacted by the Committees is given in the Corporate Governance Report.

BOARD EVALUATION:

In terms of requirements of the Companies Act 2013 read with the Rules issuedthereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015 the Boardcarried out the annual performance evaluation of the Board as a whole Board Committeesand individual Directors.

Considering the Guidance Note on Performance Evaluation of Board dated 5thJanuary 2017 published by SEBI structured assessment sheets were finalized inconsultation with the

Board Members to evaluate the performance of the Board Committees of the Board andindividual performance of each Director including the Chairman. The evaluation process wasfacilitated by the Chairman of the Board and the Chairman of the Nomination andRemuneration Committee.

The parameters for performance evaluation of Board include composition of the Boardprocess of appointment to the Board of Directors common understanding that the differentBoard members have of the roles and responsibilities of the Board timeliness forcirculating the board papers content and the quality of information provided to theBoard attention to the company's long term strategic issues evaluating strategic risksoverseeing and guiding major plans of action acquisitions divestment etc.

Some of the performance indicators for the Committees include understanding of theterms of reference effectiveness of the discussions at the Committee meetingsinformation provided to the Committee to discharge its duties and performance of theCommittee vis-a-vis its responsibilities.

Performance of individual Directors was evaluated based on parameters such as meetingattendance contribution to Board deliberations engagement with colleagues on the Boardability to guide the Company in key matters knowledge and understanding of relevant areasand responsibility towards stakeholders. All the Directors were subject to peerevaluation. The performance of the Independent Directors was evaluated taking into accountthe above factors as well as independent decision making and non-conflict of interest.

The results of the evaluation were shared with the Board and individual Directors andthereafter the Board and Committees have agreed on actions to further improve theeffectiveness and functioning of the Board and Committees.

The Board also reviewed the process of and noted the actions identified in the lastyear's evaluation.

FAMILIARIZATION PROGRAMME:

Your Company has in place a structured induction and familiarization program for itsDirectors. Upon appointment Directors receive a Letter of Appointment setting out indetail the terms of appointment duties responsibilities obligations Code of Conductfor Prevention of Insider Trading and Code of Conduct applicable to Directors and SeniorManagement personnel. They are also updated on all business related issues and newinitiatives.

Regular presentations and updates on relevant statutory changes encompassing importantlaws are made and circulated to the Directors.

The Directors appointed as members on the CSR Committee are also involved and briefedabout CSR initiatives of the Company. The Senior executives of the Company makepresentations to the members of the Board on the performance of the Company and strategicinitiatives.

Brief details of the familiarization program are uploaded and can be accessed on theCompany's website (www.crompton. co.in).

SUBSIDIARY COMPANIES ASSOCIATES & JOINT VENTURES: Your Company has nosubsidiaries associates and joint ventures.

RELATED PARTY TRANSACTIONS:

All contracts or arrangements or transactions with related parties were at arms' lengthbasis. There were no material contracts or arrangements or transactions with relatedparties therefore Form AOC-2 does not form part of this report.

Policy on Materiality of and dealing with Related Party Transaction of the Company isavailable on the website of the Company and can be accessed at the web link: www.crompton.co.in.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: There were no Loans Guarantees andInvestments made by the Company under Section 186 of the Companies Act 2013.

RISK MANAGEMENT:

Your Company recognises that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment and incorporates risk mitigation plans inits strategy and business/operational plans. Your Company has a well-defined riskmanagement framework in place. The risk management framework works at various levelsacross the enterprise. These levels form the strategic defence cover of the Company's riskmanagement. The Company has a robust structure for managing and reporting on risks.

Your Company's Audit Committee monitors and reviews the risk mitigation plan.

The key business risks facing the Company are detailed below. 1. "Go toMarket" - The ability to manage business continuity while establishing the newdistribution model. Your Company is looking at IT enablement and realigning roles andrewards to new way of working.

2. Operational excellence - The ability to improve and sustain quality and drive downcosts at the same time. Your Company has initiated vendor rationalization emphasis onin-house manufacturing and scorecard evaluation of vendors.

3. Branding/lnnovation - The ability to continue to "out innovate"competition. Your Company is strengthening its consumer insight process and filing up thecompetency gaps in the concerned team.

4. Ability to succeed in the new business model (ESCO) in lighting where the customerdoes not pay for the fixtures but instead asks the supplier to share the gains from thesavings generated. Correct estimation and assessment of the contractual risks andobligations in such models becomes very important. Your Company is looking atstandardizing the framework for assessing the tenders/ business opportunities.

5. Organization Excellence - Ability to attract and retain the right talent may lead toyour Company's inability to achieve organisation's goals.

Your Company is taking steps to mitigate and reduce the impact of these risks to theoperations of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place a robust internal audit framework to monitor the efficacy ofinternal controls with the objective of providing to the Audit Committee and the Board ofDirectors an independent and reasonable assurance on the adequacy and effectiveness ofthe organization's risk management control and governance processes. The framework iscommensurate with the nature of the business size scale and complexity of itsoperations.

Your Company has appointed Internal Auditors who periodically audit the adequacy andeffectiveness of the internal controls laid down by the management and suggestimprovements.

The audit plan is approved by the Audit Committee which regularly reviews thecompliance to the plan.

Findings along with management response are periodically shared with the AuditCommittee. Status of action plans are also shared with the Audit Committee. The AuditCommittee also reviews the steps taken by the management to ensure that there are adequateinternal financial controls in design and operation.

Ongoing monitoring is performed as an integral part of the day to day supervisionreview and measurement of internal audit activity.

Your Company has deployed controls through its policies and procedures. These policiesand procedures are periodically revisited to ensure that they remain updated to changes inthe environment. There is a well laid out process for making amendments to processes inthe Company and implications of changes are well thought through and all stakeholders areconsulted so that implementation is smooth.

Your Company continues to invest in IT tools to automate controls to the extentpossible so as to minimise errors and lapses. Controls with respect to authorisation inunderlying IT systems are reviewed periodically to ensure that users have access to onlythose transactions that their roles require. Various functions run periodic reports whichare focussed on identifying exceptions through data analysis as part of their routinemonitoring activities. Corrective actions if any are taken promptly by the respectivefunctions.

Your Company has also invested in an IT tool which helps track statutory compliances asclose as possible to the actual due date. Any deviations are highlighted for promptcorrective action. Functional owners take responsibility for putting in preventive steps.

This web based compliance management system not only helps adhere to the regulatoryrequirements but also develops a culture of self-regulation and accountability within theorganisation. In the present times when governance is looked upon as a critical aspect ofsustainability we believe our compliance management system plays a significant role inensuring good corporate governance.

RESEARCH AND DEVELOPMENT:

Your Company has strong focus on in-house research and development and promotes aculture for Innovation. Company's team focuses on continuous and sustainable productinnovations working across the product lifecycle aspects including design developmentmanufacturing and use phases. Your Company conducts consumer research with a view toidentify unmet consumer needs. The Anti Dust range of fans launched in FY 2016-17 was anoutcome of such extensive consumer research. This range has been very successful and isnow a category leader.

Your Company has recently launched the AIR 360 fan which delivers air over more than50% of the area as compared to other fans. Its unique elevated blade design coupled withantidrag technology and a powerful motor helps it to provide the enhanced coverage.

Research and Development efforts in pumps were focused on developing energy efficientpumps for a variety of applications to enhance ease and convenience of use and conservewater. Some of the products introduced in the year were:

• Open well dry winding Pumps (OWVD) series coated with antirust CED coating whichincreases efficiency ensures trouble free operation lowers power consumption and longlife.

• High pressure washing pump "CPW" series with enhanced pressure upto150 Bar was launched with induction motor for long life and reliability. CPW inductionmotor pumps can be used at commercial establishments like malls hotels airports andrailway stations where continuous cleaning activity is going on.

• High quality alloy impeller "CDW" series was introduced forconstruction sites mining and flood control. This pump is robust for rugged applications.

The lighting segment has seen massive disruption with the adoption of LED technology.This ever evolving technology has helped drastically reduce energy usage and now providesa platform to add on features like connectivity etc. While your Company continues toinnovate in this area we have also tied up with leading technology solution providersfrom around the world to bring latest designs and offerings to the Indian consumer.

India's first "Signature Series"- range of new Architectural/ Decorative Lowglare Office lighting Troffers incorporating ambience visual comfort and performanceneeds of the commercial office space market requirements was launched during the year.

Low glare high efficacy indoor lighting recessed luminaires were introduced using stateof the art design tools.

An integrated sleek LED tube light fixture "Smart Ray" with a unique featuresuch that it can be mounted on a wall without a batten or fixture was also introduced lastyear. The LED lamp portfolio was extended to incorporate high wattage LED bulbs and othervariants of LED surface lights and LED linear and spot lights in consumer LED Lightingspace.

Innovatively engineered aesthetically designed "Supra Series" highperformance and highly energy efficient range of High bay/ Well glass and Floodlights wereintroduced in Industrial and Infrastructure segment.

The efforts on introduction of cost competitive products and continuous valueengineering in LED portfolio substantially contributed towards meeting the challenges ofmarket and achieving cost leadership.

R & D efforts also helped the Company in providing the best in industry solutionsto customers for various projects of national significance and in bagging major orders inEESL Tata Steel GMR Dholera smart city Inkel Kolkata Metro Rail HIDCO KMRCL NBCCto name a few.

In Appliances your Company has recently launched the TRICOOL Air cooler. TRICOOLunlike other conventional coolers draws fresh air from outside the room which results inbetter cooling as well as ventilation. Its unique honeycomb design and superior fanprovides best in class cooling comfort. Further being window mounted TRICOOL eliminatesthe hassle of looking for space to keep the cooler post the summer months.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the Companies Act 2013 read with the Companies (Accounts) Rules 2014the relevant data pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo is given in the prescribed format as Annexure 2 to thisReport.

ENVIRONMENT HEALTH & SAFETY (EHS):

Your Company has always been aware of its responsibilities towards Health Safety andEnvironment Management and is in the process of further strengthening its currentresources. A Policy on Occupational Health Safety and Environment is already in place.During the year your Company complied and excelled with EMS 14001 and OHSAS 18001standards and is moving towards upgradation with ISO 45001. Single IMS (IntegratedManagement System) is in place which is the foundation of the overall health safety andenvironment framework at your Company. Internal & External EHS and OHSAS audits werecarried out to check the level of compliance and any deviations from laid down policiesand procedures tracked and reviewed through this audit system. As part of Plant Do CheckAct (PDCA) ensured closure through Corrective Action and Preventive Action (CAPA) withina reasonable time frame.

A comprehensive EHS manual titled "KAVACH" comprising the policiesprocedures and work instructions has been prepared. Deployment of "KAVACH" hasbeen ensured across the organization through rigorous trainings defining dedicated EHSstructure in line with required competencies and performance reviews through periodicassessments.

To ensure focused delivery on EHS activities each plant carried out Aspect Impact andHIRA (Hazard Identification and Risk Assessment) study for various activities andidentified Controllable/Uncontrollable and Normal / Abnormal /Emergency scenarios in eachoperation.

A comprehensive EHS performance scorecard has been deployed and is monitored on monthlybasis. Regular cross functional quarterly EHS meets are conducted at various manufacturingunits with the agenda of natural resource conservation electricity consumption reductionindustrial effluent reduction water conservation air emissions waste generation anddisposal. EHS improvement plans scorecard discussions and benchmarking practices aredeployed at plant level. All improvement suggestions are implemented within time frame asdecided.

A brief on Environmental Health and Safety (EHS) programs of the Company is as under.

Environment

In addition to the focus on conserving finite resources together with reducing harmfulemissions sustainable management at all stages of the value chain and throughout theentire life cycles of our products is now an essential part of our philosophy.

Your Company is committed to achieve its target by implementing best technology andmanagement programs through a combination of energy conservation water conservationminimized air emissions rainwater harvesting and solid waste recycling. All units arecomplying with zero liquid discharge system minimized usage of petroleum products bymodifying boilers into bio-fuels boilers along with drastic reduction in air emissions.

Towards other environmental focus areas your Company has greatly reduced raw waterconsumption effluent generation solid-waste generation hazardous waste generationreduction in GHG emissions (Green House Gases) to reduce the overall impact on our naturalresources and environment. Beside this all the manufacturing units have complied and arebeing online monitored for all EHS related legal-statutory requirements laid by Governmentfrom time to time.

During the year substantial investment was made at the units to meet the different newgovernment regulations and the drive to achieve best Environmental pollution controlmeasures on 3R's (Reduce Reuse & Recycle) philosophy was strengthened.

Ground water is one of the major sources of water for your Company. Therefore weremain committed to significantly conserving it by installing water efficient technologytogether with effluent treatment system like Reverse Osmosis (RO) plants to reutilizetreated water into the system.

Rainwater harvesting systems are installed at our Baroda Ahmednagar and Goa Plants andaround 100 Lakh Litres of water was recharged in 2017-18. RO waste water is being reusedbecause of which 67.5KL of water was saved.

Installation of transparent sheets on the roof of the Baroda and Goa units allowsunlight to enter and reduce the usage of artificial light and thus save energy. The greenbelt area in Goa unit was increased by plantation of 156 trees.

All units of your Company are complying with CPCB/ MOEF (Ministry of Environment andForest) guidelines specially on waste water treatment. All Trade and Domestic effluentshave been segregated through independent treatment system. 100% STP and ETP treated wateris being used for gardening in all plants. New STP of capacity 20 KLD installed atKundaim Goa plant for recycling of waste water.

Aspect Impact and Hazard Identification and Risk analysis are conducted for ourmanufacturing operations. We have received authorization of E-waste from CPCB. Our FTL andCFL Products are RoHS compliant and we have converted two of the three FTL lines intoPill Dozing from Liquid dozing to reduce the risk of Mercury (Hg) exposure in environment.

Safety:

Towards Fire-Safety your Company has ensured to achieve and maintain globally approvedFire-Safety Standards. All units are in process to install best fire/smoke detectiontechnology to get the information in time in case of any fire incident. To mitigate suchincident all units are 100% equipped 24x7 with dedicated firefighting team members. EHSteam identified all available fire hazards by conducting third party Fire-Safetyaudits/HAZOP study/Risk Assessment studies and made action plan to close all findings.Your Company is committed to building safety culture within by Implementing Behavior BasedSafety through trainings and workshops recording workplace hazards conducting scheduledFire-Safety Audits (in-house) adopting on-line Work Permit System (WPS) Daily Tool-boxtalks. Safety committee meetings and interaction with all associates Fire- safety DrillsSafety Week celebration and continuous safety trainings to all concerns starts withInduction. All actions

and recommendations are being recorded and evaluated by respective EHS leaders. Thismonitoring has a major role in reducing work place hazards/incidents and becoming anincident free organization.

Your organization has identified scenario-based emergency preparedness plans to counterspecific emergency situations. On regular basis mock tests are planned and executed toensure ERT (Emergency Response Team) members responsiveness and effectiveness.

Degree of prevention is being monitored through focusing on appropriate safety controlselection such as elimination of unsafe activities providing better substitute methodsand installation of engineering full proof solutions (Poka-Yoke).

Key Safety programs carried out during the year were:

• Conducted third party Safety audits IS:14489-1998 at all plant locations andensured closure of all improvement plans as per time lines.

• 100% new joiners have been covered with behavioral based and technical safetyat all plant locations. Refresher safety trainings were conducted for all ERT and newsafety committee members.

• New Safety PPE's introduced viz. breathing apparatus automatic fire nozzlesmobile scaff old tower with stairway for safe height work flammable chemicals storagecans Fire cabinets for lab storage etc.

• Installed Fire alarm & detection system at all plant locations

• Safety signs visual displays have been standardized and displayed at allappropriate places.

• Daily and weekly safety review meetings are being conducted at shop and at plantmanagement level to check EHS progress.

• Electronic display boards are provided which show contact information and dailyavailability of ERT and OHC team members for quick response to incidences.

• Poka-yoke's (Mistake-Proofing) were installed at various equipment's/machines toensure human safety and to eliminate risk at hazard prone areas.

• LOTO (Lock-out Tag-Out) concept deployed across all plants.

• Periodic Mock drill and fire drills were conducted at all plants to ensurereadiness and responsiveness of system.

Health:

An individual's health and well being is shaped by several social economic andenvironmental determinants. A range of workplace (e.g. physical environment culture) andnonworkplace issues (e.g. lifestyle choices living conditions) can impact the health ofan employee. For better health of employee all three aspects such as body mind and soulneeds to be nurtured carefully and hence structured initiatives have been introduced insteps.

Following key health programs were carried out during the year to promote healthylifestyle and to enhance motivation:

• Health education awareness trainings and motivational speeches.

• Initiated daily warm up exercises at shift start.

• Revisited employee health insurance coverage for appropriate preventivescreenings.

• Executed medical surveillance plans and periodic medical checkups.

• Periodic workplace monitoring such as noise & lux level.

• Ergonomics study through expert medical practitioners to identify short-term andlong-term health injuries.

• A healthy work environment created through actions such as making healthy foodavailable.

• Annual sports events being planned across organization and contestants beingawarded subsequently. This brings sportsmanship spirit team collaboration and caring ofbuddy employee at workplace.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

FRAMEWORK & VISION

Our CSR strategy framework is based on the principles of 'Responsible Business' and'Shared Value'. Our vision is to contribute significantly to the development ofmarginalised youth by providing them with employable vocational and life management skillsand for contributing to water neutrality by participating in water conservationinitiatives.

The CSR program framework is both in line with the company's long-term commitment tobuild positive value for the communities (including key stakeholders) as well as addresskey developmental priorities as identified by the Schedule VII of the Companies Act 2013.

As decided by the CSR Committee initiatives primarily focus on the following keyareas:-

• Vocational & skills training

• Projects that address environmental issues such as water and waste management

• Projects that impact lives of people who live near the manufacturing/processingfacilities

• Engaging employees actively through corporate social responsibility

Your Company believes in partnering with dedicated and committed organizations todeliver its CSR objectives. During the year under review after extensive research and duediligence two partners were on boarded for carrying out skill development programs.

In 2017-18 292 youth were imparted training in electrical plumbing trades and dataentry operation across three training centres. The training centres provide residentialfacilities and duration of each batch is about 2 months. Besides the domain training ofMulti skill electrical trade the trainees are also trained in soft skills personalitydevelopment english language skill computer skill etc. Focus is on ensuring placement ofthe majority of the youth and is part of the commitment of the NGO imparting the training.

In Kapadvanj Gujarat we have partnered with Don Bosco Technical Society and in BaddiHaryana and Ahmednagar Maharashtra with Asmacs Skill Development Limited (ASMACS).Highlights of the skill development program run in Kapadvanj Gujarat are:

• No. of Beneficiaries: 112

• Project Period: June 2017- May 2018

• Location: Don Bosco Tech- Kapadvanj Kheda District Gujarat

• Courses: Domestic Electrician Solution and Data Entry Operator

• Employment will be offered to minimum 70 percent of beneficiaries

Highlights of the skill development program run in Baddi Himachal Pradesh are:

• No. of Beneficiaries: 120

• Location: Baddi University Baddi Himachal Pradesh

• Courses: Electrician and Multi Skilled Technician (Electrical)

• From the 1st Batch 24 from the 2nd Batch 27 and from the3rd Batch 7 have been placed. Training for 4th batch of 30 youth isunder progress.

Highlights of the skill development program run in Ahmednagar are:

• No. of Beneficiaries: 60

• Location: Raisoni Institute of Technology at Ahmednagar Maharashtra

• Courses: Electrician and Multi Skilled Technician (Electrical)

• 1st Batch of 30 have been trained and 100% have been offered jobs

My name is Vishal Singh. I am from Pandoga distt. UNA H.P. We are 5 members in myfamily. I have done my 12th from Govt school Pandoga. Financially my family isnot that much capable so that they can afford expensive training. I was scared about myfuture that what I will do for my career. I was not able to find any direction for myfuture. One day I heard about the Crompton CSR Project running by ASMACS Skills in Baddi.I came to know that its free residential program and easily approachable so I tookadmission. The trades available with the course were Multiskill Technician and HelperElectrician both are evergreen trades. I took admission in Helper Electrician. At trainingcenter I learned all the technical terms that is helpful for industrial exposure.According to my knowledge and working skill today I am well placed in Sukam Solar PowerSolutions. Now I can forward steps towards my future with my hard work and punctualitybecause Crompton has provided me a good platform to start my career. I am a skilled personnow and I approach to any industry for future growth.

Thanks to Crompton & Asmacs Skills.

I am Jasveer Singh from Kotla power house Distt. Ropar Punjab. I have completed my 10thfrom Punjab Board of school education Mohali. My father is a farmer and I have 4 sistersin my family. Since I was an unskilled person I was not getting any job anywhere. ButASMACS Skill Development provided me great opportunity to be a skilled person throughthere Crompton CSR Project at Baddi. Here I got great exposure to enhance myselftheoretically as well as practically in electrical domain. The atmosphere of skill centeris very positive & whole staff is very cooperative. Theoretical and practical'ssessions are very well clear guest lectures were given time to time. Asmacs Skill sectorprovide us industrial visit time to time. They provide us all the facilities as foodingand lodging. After the completion of course I got job in Chandigarh Electrical Work atRopar with the salary of '6000. I want to give all the credit to Crompton & AsmacsSkills center team who help to make stable my financial condition.

Your Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2018 in accordance with section135 of the Companies Act 201 3 and Companies (Corporate Social Responsibility Policy)Rules 2014 are annexed to this report as Annexure 3.

PLANS FOR 2018-19

Your Company will continue the skill development centres currently running at Baddi& Ahmednagar. Additional partners have been identified for other parts of India and weintend to train around 1000 youth in 2018-19.

Several water conservation projects have also been identified and we are at advancedstage to sign MOU's with NGOs for executing the same.

GREEN INITIATIVES:

Electronic copies of the Annual Report and Notice of the 4th Annual GeneralMeeting will be sent to all members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Notice and Annual Report will be sent in the permittedmode. [Members requiring physical copies can send a request to the Company]. The physicalcopies of the aforesaid documents will also be available at your Company's RegisteredOffice for inspection during normal business hours on all working days excludingSaturdays.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year of the Company i.e. 31stMarch 2018 and the date of the Board Report.

MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS:

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

SHARE REGISTRAR & TRANSFER AGENT:

M/s. Karvy Computershare Pvt. Ltd. ("Karvy") a SEBI registered Registrar& Transfer Agent ("RTA") has been appointed as the Company's RTA for sharesand NCD's. The contact details of Karvy are mentioned in the Report on CorporateGovernance.

PUBLIC DEPOSITS:

No public deposits have been accepted by your Company during the year under review.

AUDITORS:

(a) Statutory Auditors:

M/s. Sharp & Tannan were appointed as Statutory Auditors of your Company at theAnnual General Meeting

held on 11th August 2016 for a term of five consecutive years. The Reportgiven by the Auditors on the financial statements of the Company is part of the AnnualReport. There has been no qualification reservation adverse remark or disclaimer givenby the Auditors in their Report.

(b) Cost Auditors:

M/s. Ashwin Solanki & Associates Cost Accountants carried out the cost auditduring the year. The Board of Directors have appointed M/s. Ashwin Solanki &Associates Cost Accountants as Cost Auditors for the financial year 2018-19.

(c) Secretarial Auditors:

M/s. Mehta and Mehta Practicing Company Secretaries carried out the secretarial auditduring the year. The Board of Directors have appointed M/s. Mehta and Mehta SecretarialAuditors for 2018-19. The Secretarial Audit report is annexed herewith as Annexure 4 tothe Report. PARTICULARS OF EMPLOYEES:

There are 8 employees who were in receipt of remuneration of not less than '10200000 if employed for the full year or not less than ' 850000 per month ifemployed for any part of the year.

Disclosures with respect to the remuneration of Directors KMPs and employees as persection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in Annexure 5to this Report. Your Directors affirm that the remuneration is as per the remunerationpolicy of the Company.

Details of employee remuneration as required under provisions of section 197(12) of theCompanies Act 2013 read with Rule 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available for inspection at theRegistered Office of your Company during working hours. Any member interested in obtainingsuch information may write to the Company Secretary at the Registered Office of theCompany.

BUSINESS RESPONSIBILITY REPORT:

A Business Responsibility Report as per Regulation 34 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015detailing the various initiatives taken by your Company on the environmental social andgovernance front forms an integral part of this report.

COMPLAINTS RELATING TO SEXUAL HARASSMENT:

Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to

redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this Policy. The Policy is genderneutral.

During the year under review no complaint was received.

VIGIL MECHANISM:

Your Company has formulated a Vigil Mechanism and Whistle Blower Policy with a view toproviding a mechanism for employees to report violations and assure them of the processthat will be followed to address the reported violation. The Policy also lays down theprocedures to be followed for tracking of complaints giving feedback conductinginvestigations and taking disciplinary actions. It also provides assurances and guidelineson confidentiality of the reporting process and protection from reprisal to complainants.No personnel have been denied access to the Audit Committee.

Any incidents that are reported are investigated and suitable action is taken in linewith the Policy.

Whistle-blower Policy of your Company is available on the website of the Company andcan be accessed at the web link: www.crompton.co.in.

LISTING:

The equity shares of your Company are listed on BSE Ltd. and National Stock Exchange ofIndia Ltd. The Non-Convertible Debentures of the Company are listed on the Debt Segment ofNational Stock Exchange of India Ltd. Your Company has paid the Listing fees for both theStock Exchanges for the F.Y. 201718 and F.Y. 2018-19.

ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedhearwith as Annexure 6.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors would like to assure the Members that the Financial Statements for theyear under review conform in their entirety to the requirements of the Companies Act2013.

Your Directors confirm that:

• the Annual Accounts have been prepared in conformity with the applicableAccounting Standards

• the Accounting Policies selected and applied on a consistent basis give a trueand fair view of the affairs of the Company and of the profit for 2017-18

• sufficient care has been taken that adequate accounting records have beenmaintained for safeguarding the

assets of the Company; and for prevention and detection of fraud and otherirregularities

• the Annual Accounts have been prepared on a going concern basis

• the internal financial controls laid down in the Company were adequate andoperating effectively

• the systems devised to ensure compliance with the provisions of all applicablelaws were adequate and operating effectively

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

1. Issue of equity shares with differential rights as to dividend voting or otherwise;

2. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

3. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries as the Company has nosubsidiaries.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENTS:

Your Directors wish to convey their gratitude and appreciation to all of the Company'semployees at all its locations for their tremendous personal efforts as well as theircollective dedication and contribution to the Company's performance. Your Directors wouldalso like to thank the employee unions shareholders customers dealers suppliersbankers government and all other business associates consultants and all thestakeholders for their continued support extended to the Company and the Management.

On behalf of the Board of Directors
For Crompton Greaves Consumer Electricals Limited
H. M. Nerurkar
Chairman
DIN: 00265887
Place: Mumbai
Date: 15th May 2018

ANNEXURE1

AS PER THE DISCLOSURE REQUIREMENT SPECIFIED UNDER SEBI (SHARE BASED EMPLOYEE BENEFITS)REGULATIONS 2014 AND SECTION 62(1)(b) OF THE COMPANIES ACT 2013 READ WITH RULE 12(9) OFTHE COMPANIES (SHARE CAPITAL & DEBENTURES) RULES 2014 THE FOLLOWING INFORMATION ISDISCLOSED WITH RESPECT TO EMPLOYEE STOCK BENEFIT PLANS:

Details of ESOP Crompton Stock Option Plan 2016 (ESOP 2016) Crompton Performance Share Plan 1 2016 (PSP 1) Crompton Performance Share Plan 2 2016 (PSP 2)
I. Description of each ESOP that existed at any time during the year
1. Date of shareholder's approval 22nd October 2016 22nd October 2016 22nd October 2016
2. Total number of options approved under ESOP 4000000 10968057 3133731
3. Vesting requirements

As specified by the Nomination and Remuneration Committee subject to minimum one year from the date of grant

4. Exercise price or pricing formula (') Exercise Price is the closing market price on the Stock Exchange which has higher Trading Volume as on the day prior to the date on which the Nomination and Remuneration Committee (NRC) approves the Grant. Exercise price per Option is ' 92.83. Exercise price per Option is ' 185.66.
5. Maximum term of options granted (years) Options granted under ESOP 2016 would vest not earlier than one year and not later than 5

Options granted under PSP 1 and PSP 2 would vest not earlier than one year and not later than 10 years from the date of grant

6. Source of shares(Primary Secondary or combination)

Primary

7. Variation in terms of options

There have been no variations in the terms of the options

II. Method used to account for ESOP
The Company has calculated the employee compensation cost using the Fair value method of accounting for the Options granted.
III. Option Movement during the year:
1. Number of Options Outstanding at the beginning of the year 3000000 10968057 3133731
2. Number of Options Granted during the year 800000 0 0
3. Number of Options Forfeited / lapsed during the year 604633 0 0
4. Number of Options Vested but not exercised during the year 586404 2632334 752095
5. Number of Options Exercised during the year 38963 0 0
6. Total number of shares arising as a result of exercise of options 38963 0 0
7. Money realised by exercise of options (?) ' 7270496 0 0
8. Number of options Outstanding at the end of the year 3156404 10968057 3133731
9. Number of Options exercisable at the end of the year 586404 2632334 752095
IV. Weighted average exercise price of Options granted during the year whose:
i. Exercise price equals market price NIL NIL NIL
ii. Exercise price is greater than market price 221.15 NIL NIL
iii. Exercise price is less than market price 225.83 NIL NIL
Weighted average fair value of options granted during the year whose:
i. Exercise price equals market price NIL NIL NIL
ii. Exercise price is greater than market price 80.26 NIL NIL
iii. Exercise price is less than market price 98.10 NIL NIL
V. Employee-wise details of options granted during the financial year 2017-18 to:
(i) Senior Managerial personnel. Mr. A. Jethithor- 150000 options Mr. S. Batra - 150000 options NIL NIL
(ii) Employees who were granted during any one year options amounting to 5% or more of the options granted during the year Mr. A. Jethithor - 150000 options Mr. G. Ahuja - 70000 options Mr. A. Gurnani - 70000 options Mr. J. Kumbhar - 70000 options Mr. R. Nadkarni - 70000 options Mr. S. Nagar - 70000 options Mr. S. Batra - 150000 options NIL NIL
(iii) Identified employees who were granted options during any one year equal to or exceeding 1 per cent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant NIL Mr. S. Khosla has been granted options under PSP1 and PSP 2 scheme in excess of 1% of the issued capital.

Method and Assumptions used to estimate the fair value of options granted during theyear: The fair value has been calculated using the Black Scholes Option Pricing model TheAssumptions used in the model are as follows:

Particulars ESOP PSP 1 PSP 2
1. Risk Free Interest Rate 6.87% No grants during the year
2. Expected Life 5.01
3. Expected Volatility 33.38%
4. Dividend Yield 0.55%
5. Price of the underlying share in market at the time of the option grant (?) 221.56

 

Details of ESOP Crompton Stock Option Plan 2016 (ESOP 2016) Crompton Performance Share Plan 1 2016 (PSP 1) Crompton Performance Share Plan 2 2016 (PSP 2)
Weighted Average share price of Options exercised during the year : ' 244.43
Exercise price and weighted average remaining contractual life of Outstanding Options
Scheme Name Number of Options Outstanding Weighted Average Remaining Contractual Life (in years) Exercise Price (?)
ESOP2016 3156404 6.29 194.36
PSP 1 10968057 6.89 92.83
PSP 2 3133731 6.89 185.66
Diluted Earnings Per Share(EPS) pursuant to issue of shares on exercise of option calculated in accordance with Indian Accounting Standard (Ind AS) 33; "Earning Per Share" 5.15

 

On behalf of the Board of Directors
For Crompton Greaves Consumer Electricals Limited
H. M. Nerurkar
Chairman
DIN: 00265887
Place: Mumbai
Date: 15th May 2018

ANNEXURE 2

Pursuant to Clause (m) of sub-section 3 of section 134 of the Companies Act 2013 andRule 8(3) of the Companies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY:

(a) ENERGY CONSERVATION MEASURES TAKEN

As a manufacturer and seller of electrical goods your Company has a specialresponsibility towards energy conservation. This is reflected in our product developmentefforts and process upgrades.

The Fans unit has been the winner of the National Energy Conservation Awardcontinuously for last four years. This year too your Company is the only one in the Fansegment to receive the award for selling the highest number of energy efficient fans.

Some of the activities carried out in the area of energy conservation were:

1 Reduction of natural gas consumption in Baroda Plant by 1 0M3/Hr in FTLline by optimizing sintering furnace operation.

2 Replacement of all conventional lights at Goa Ahmednagar and Baroda Plants with LEDbulbs thereby saving 3700 kwh/month.

3 Installing clear sheets on the roof of Goa and Baroda Plants to allow naturalsunlight to enter and reduce the usage of artificial light and thus save energy.

4 Electrical load reduction of 10 KWH by shutting down an Air compressor in BarodaPlant following recommendations arising out of an air leakage audit.

5 Nitrogen gas consumption reduction by 0.5M3/ Hr in manufacturing of GLSlamps in Baroda Plants by controlling the flow rate and thereby reducing the pressure.

6 Argon gas consumption reduction in Baroda Plant by replacing the cylinder system withLiquid Dura cylinder with provision of common header line.

7 Improvement in Power factor in Baroda Plant from 0.96 to 0.99 by using APFCR(Automatic Power Factor Control Panel) unit replacing faulty capacitors & throughregular monitoring.

(b) CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT:

NIL

B. TECHNOLOGY ABSORPTION:

The technology focus for the Company has been on process improvement for betterquality lower cost new product development and import substitution.

Some of the initiatives were:

1 . The unique elevated blade design coupled with aerodynamic design of blade withantidrag technology and a powerful motor of AIR 360 Fan which covers 50% more space andgives 50% more air delivery as compared to standard fans.

2. Research in electrical motor design by using advanced design and simulation softwarehas helped in developing optimized designs having high competitiveness as well as optimizematerial content.

3. In-house CFD analysis capability for regenerative pumps has been developed whichenables to predict fluid flow and efficiency. This will help to reduce design cycle timeas well as improve efficiency.

4. New pressure washer pumps with higher pressure (90 1 30 and 1 50 Bar) launched withInduction motor for maximum reliability as better cleaning experience.

5. Established state of art SMT (Surface Mounting Technology) unit at Baroda Plantwhich will enable inhouse driver assembly for LED bulbs.

6. In house designed and developed semi-automatic LED Bulb assembly line at BarodaPlant this will help to improve productivity and process reliability.

7. A completely innovative concept with the introduction of LED Lighting fixtures (2x2tile) integrated with smoke detector and PIR (Passive Infrared) Sensor. This saves costspace reduces installation complexity and the ceiling clutter in offices and commercialcomplexes and is highly appreciated by the influencers like the architects/ interiordesigners and consultants.

8. Foray into the emerging field of intelligent lighting solutions for outdoorapplication with the introduction of smart streetlighting solution for smart citiesincorporating state of the art individually controlled streetlight solutions using thelatest communication protocols like Zigbee PLC RF or hybrid solutions with a webinterface. This has features of individual streetlight monitoring for energy consumptionfault detection and alerts for the municipal corporations and control options withdimming based on predetermined or user need based or real time clock based apart from theenergy savings capabilities to the tune of 75-85%.

9. In Appliances we have recently launched the TRICOOL Air Cooler. TRICOOL unlikeother conventional coolers draws fresh air from outside the room which results in bettercooling as well as ventilation. Its unique honeycomb design and superior fan provides bestin class cooling comfort. Further being window mounted TRICOOL eliminates the hassle oflooking for space to keep the cooler post the summer months.

C. IMPORTED TECHNOLOGY:

Nil

D. EXPENDITURE ON R&D:

R & D expenditure for the year was ' 13.84 crore

E. FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign exchange earned : ' 75.65 crore
Foreign exchange used : ' 239.84 crore

 

On behalf of the Board of Directors
For Crompton Greaves Consumer Electricals Limited
H. M. Nerurkar
Chairman
DIN: 00265887
Place: Mumbai
Date: 15th May 2018

ANNEXURE 5

Details pertaining to remuneration as required under section 197(12) read with Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for 2017-18:

The median remuneration of employees of the Company during the 2017-18 was ' 595902/-and ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year is provided in the table below:

Sr. No. Name of Director Designation Remuneration of Director for 2017-18 Ratio of Remuneration of each Director to Median Remuneration of employees for 2017-18
1 Mr. Shantanu Khosla (DIN: 00059877) Managing Director ' 72611786 121.85
2 Mr. H. M. Nerurkar (DIN: 00265887) Chairman Independent Director ' 1930000 3.24
3 Mr. D. Sundaram (DIN: 00016304) Independent Director ' 1830000 3.07
4 Mr. P. M. Murty (DIN: 00011179) Independent Director ' 1490000 2.50
5 Ms. Shweta Jalan (DIN: 00291675) Non-Executive Director NIL N.A.
6 Mr. Sahil Dalal (DIN: 07350808) Non - Executive Director NIL N.A.
7 Mr. Ravi Narain* (DIN: 00062596) Non - Executive Director NIL N.A.

"The remuneration of Independent Directors covers sitting fee and commission.

* ceased to be a Director with effect from 5th March 2018.

(b) The percentage increase in remuneration of each Director Chief Executive Officer(CEO) Chief Financial Officer (CFO) Company Secretary or Manager if any in thefinancial year:

The percentage increase in remuneration of each Director Chief Executive Officer(CEO) Chief Financial Officer (CFO) Company Secretary or Manager if any in 2017-18 isprovided in the table below:

Sr. No. Name of Director/KMP Designation % increase in Remuneration in 2017-18
1 Mr. Shantanu Khosla Managing Director 9.2%
2 Mr. Mathew Job Chief Executive Officer 9.2%
3 Mr. Sandeep Batra Chief Financial Officer 9.2%
4 Ms. Pragya Kaul Company Secretary & Compliance officer 10%

(c) The percentage increase in the median remuneration of employees in the financialyear

In the Financial Year there was an increase of 13.27% in the median remuneration ofemployees.

(d) The number of permanent employees on the rolls of the Company:

There were 1615 permanent employees on the rolls of the Company as on 31stMarch 2018.

(e) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase made in the salaries of employees other than the managerialpersonnel in the last Financial Year i.e. 2017-18 was 12.39% whereas the increase in themanagerial remuneration for the Financial Year 2017-18 was 9.25%. Justification : Increasein remuneration of the Managing Director is decided based on the individual performanceinflation prevailing industry trends and benchmarks.

The remuneration of Independent Directors consists of commission and sitting fees.While deciding the remuneration various factors such as Director's participation in Boardand Committee Meetings during the year other responsibilities undertaken such asMembership or Chairmanship of Committees etc. were taken into consideration.

(f) Affirmation that the remuneration is as per the remuneration policy of the company:

It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.

"Median" means the numerical value separating the higher half of a populationfrom the lower half and the median of a finite list of numbers may be found by arrangingall the observations from lowest value to highest value and picking the middle one.

If there is an even number of observations the median shall be the average of the twomiddle values.

On behalf of the Board of Directors
For Crompton Greaves Consumer Electricals Limited
H. M. Nerurkar
Chairman
DIN: 00265887
Place: Mumbai
Date: 15th May 2018