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Crompton Greaves Consumer Electricals Ltd.

BSE: 539876 Sector: Engineering
NSE: CROMPTON ISIN Code: INE299U01018
BSE 00:00 | 22 Mar 291.65 -0.70
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290.60

NSE 00:00 | 22 Mar 291.85 -0.40
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OPEN 290.60
PREVIOUS CLOSE 292.35
VOLUME 31277
52-Week high 428.80
52-Week low 278.10
P/E 35.83
Mkt Cap.(Rs cr) 18,549
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 290.60
CLOSE 292.35
VOLUME 31277
52-Week high 428.80
52-Week low 278.10
P/E 35.83
Mkt Cap.(Rs cr) 18,549
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Members

Your Directors are pleased to present the Eighth Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe Financial Year ended 31st March 2022.

FINANCIAL RESULTS

The table below depicts the standalone financial performance of yourCompany for the year ended 31st March 2022.

(Rs crore)

Particulars Year ended 31st March 2022 Year ended 31st March 2021
Revenue from operations 5373.20 4749.95
Total income 5453.10 4825.58
Profit before Tax 763.15 707.72
Tax expense (including deferred Tax) 169.67 102.98
Profit after Tax 593.48 604.74

OPERATIONS OF COMPANY?S FINANCIAL PERFORMANCE

During the year ended 31st March 2022 your Companyregistered its revenue from operations of Rs.5373.20 crore against Rs.4749.95 crore inthe previous year 2020-21 delivering growth of 13% over last year.

INCREASE IN SHARE CAPITAL - EXERCISE OF STOCK OPTIONS

During the year under review there was no change in the authorizedshare capital of the Company.

Paid-up Share Capital:

During the year under review your Company has made followingallotments pursuant to the exercise of options by eligible employees under various ESOPschemes:

Sr. Name of the ESOP Scheme No. No. of Shares
1 Crompton Employee Stock Option Scheme - 2016 (ESOP 2016) 595910
2 Crompton Performance Share Plan - 1 - 2016 (PSP 1 2016) 5089696
3 Crompton Employee Stock Option Scheme - 2019 (ESOP 2019) 29000
Total 5714606

Accordingly the total paid-up share capital of the Company as on 31stMarch 2022 was Rs.1266811918/- (Rupees One Hundred Twenty Six crore Sixty Eight LakhEleven Thousand Nine Hundred Eighteen only) divided into 633405959 equity sharesofRs.2/- each.

RECLASSIFICATION OF PROMOTERS

During the year under review on 9th June 2021 AmalfiacoLimited Promoter of the Company sold their entire shareholding through stock exchangesettlement process and Nirsinia Limited (member of Promoter group) sold their entireshareholding on 30th September 2021.

Amalfiaco Limited Nirsinia Limited AI Cool Midco 1 Limited and AICool Midco 2 Limited applied for Promoter re-classification and were reclassified from thePromoter/ Promoter Group Category to the Public category by stock exchanges on 28thJanuary 2022.

Pursuant to the same they ceased to be Promoters / Members of thePromoter Group of the Company.

ACQUISITION OF BUTTERFLY GANDHIMATHI APPLIANCES LIMITED

A Share Purchase Agreement ("SPA") was executed between yourCompany Butterfly Gandhimathi Appliances Limited ("BGMAL") and certain membersof the Promoter and Promoter Group of BGMAL on 22nd February 2022.

Pursuant to the aforesaid SPA your Company has acquired 9833754equity shares representing 55% of the equity share capital of BGMAL through the stockexchange settlement process on 25th March 2022. Your Company has commenced theopen offer process which may take its total holding to 81%. BGMAL has become a materialsubsidiary of your Company.

DIVIDEND

Your Directors are pleased to recommend a Dividend ofRs.2.50/- perequity share of the face value of Rs.2/- each for the year ended 31st March2022.

The Dividend subject to the approval of Members at the Annual GeneralMeeting to be held on 22nd July 2022 will be paid on or after 25thJuly 2022 but within a period of 30 days from the date of AGM to the Members whose namesappear in the Register of Members as on the Record date i.e. 8th July 2022.

In view of the changes made under the Income-tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the Members. Your Company shall accordingly make the payment of the Dividendafter deduction of tax at source.

Further pursuant to the applicable provisions of the Companies Act2013 read with the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016("the IEPF Rules") all unpaid or unclaimed dividends are required to betransferred by the Company to the IEPF established by the Government of India aftercompletion of seven years. Further according to the IEPF Rules the shares on whichdividend has not been paid or claimed by the shareholders for seven consecutive years ormore shall also be transferred to the demat account of the IEPF Authority.

However since seven years have not elapsed from the date ofdeclaration and payment of dividend since incorporation transfer of unpaid dividend andthe shares on which dividend has not been paid or claimed to Investor Education andProtection Fund (IEPF) is not applicable to the Company.

In terms of Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") the Companyhas adopted a Dividend Distribution Policy and the same is available on the Company'swebsite at https://www.crompton.co.in/ media/ Dividend-Distribution-Policy.

NON-CONVERTIBLE DEBENTURES

During the year under review your Company has redeemed Series CNon-Convertible Debentures (NCDs) issued in June 2016 amounting toRs.180 crore on 24thJune 2021. Further the Company has redeemed Series A Non- Convertible Debentures(NCDs) issued in May 2020 amounting toRs.150 crore on 29th November 2021pursuant to exercise of call options.

Presently total NCDs aggregating toRs.150 crore are listed on the debtsegment of National Stock Exchange of India Ltd. The Company has decided to exercise thecall option on this NCDs and will redeem the same on 27th May 2022.

IDBI Trusteeship Services Limited is the Debenture Trustee for theDebenture holders. The details of the NCDs and the Debenture Trustee are provided in theCorporate Governance Section which forms a part of the Annual Report.

COMMERCIAL PAPERS

During the year under review your Company issued rated listedCommercial Papers (CPs) aggregating to Rs.1200 crore. These CPs are listed on NationalStock Exchange of India Ltd. The proceeds of CPs were utilized for financing theacquisition of Butterfly Gandhimathi Appliances Limited.

CREATION OF DEBENTURE REDEMPTION RESERVE

Your Company has maintained Debenture Redemption Reserve (DRR) of Rs.75crore created in financial year 2018-19 pursuant to the provisions of Section 71 of theCompanies Act 2013 read with Rule 18 of the Companies (Share Capital and Debentures)Rules 2014. As required under SEBI Circular SEBI/HO/MIRSD/CRADT/ CIR/P/2020/207 dated 22ndOctober 2020 your Company has created Recovery Expense Fund in respect of outstandingdebentures.

RESERVES

Your Company does not propose to transfer any amount to the GeneralReserve.

CREDIT RATING

CRISIL has reaffirmed your Company's long-term rating to AA+/Stable.The short-term rating at A1+ remains the highest.

EMPLOYEE STOCK OPTION PLAN

The Company uses Employees Stock Option Scheme ("ESOPScheme") in compliance with the Securities and Exchange Board of India (Share BasedEmployee Benefits and Sweat Equity) Regulations 2021 (‘the SBEB & SERegulations') as a measure to reward and motivate employees as also to attract and retaintalent.

Presently your Company has following ESOP Schemes:

• Crompton Employee Stock Option Scheme - 2016 (ESOP 2016)

• Crompton Performance Share Plan - 1 - 2016 (PSP 1 2016)

• Crompton Performance Share Plan - 2 - 2016 (PSP 2 2016)

• Crompton Employee Stock Option Scheme - 2019 (ESOP 2019)

The applicable disclosures as stipulated under Securities and ExchangeBoard of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 areprovided in Annexure 1 to this Report.

INDIAN CORPORATE GOVERNANCE SCORECARD

Your Company was categorized under Leadership category on the IndianCorporate Governance Scorecard. The Company had appeared in the Leadership category in2020 also.

Crompton was featured in the top 10 companies amongst S&P BSE 100(BSE 100) companies evaluated on the basis of Indian Corporate Governance Scorecard twicein 2017 and 2018.

The Indian Corporate Governance Scorecard is a fair assessment ofcorporate governance practices at the corporate level. BSE Ltd. jointly with InternationalFinance Corporation (IFC) and Institutional Investor Advisory Services (liAS) with thefinancial support of the Government of Japan has developed this Scorecard based on theG20/ OECD Principles of Corporate Governance.

The Indian Corporate Governance Scorecard Methodology is a set of 70questions that are based on the G20/OECD Principles of Corporate Governance. In creatingthe scorecard there are several steps and feedback from market participants which aretaken at every step of the way. To aid companies in improving their corporate governancepractices the scorecard methodology also carries examples that other companies couldemulate.

HUMAN RESOURCES & EMPLOYEE RELATIONS

Employee Performance & Engagement

Employee engagement is tracked on a real-time basis in Crompton. YourCompany had conducted an organisation- wide "Employee Engagement Survey" bypartnering with Kincentric in December 2019. The results of the Survey were shared by theExecutive Director & CEO in the townhall with all employees wherein the overallengagement level as analysed by Kincentric was "63%". Over the next few monthsseveral interventions have been identified both at the Organisation level and BusinessUnit/Function level to enhance the employee engagement levels in the organisation.

To assess the progress that was made in improving the engagementlevels an Employee Engagement dipstick survey for most of the Business Units wasconducted through Hyphen. The questions to measure the Engagement levels were the same asadministered by Kincentric which were focussed around the pillars "Say Stay andStrive". Continuous employee feedback is also gathered with the Ai-enabled employeelistening tool "Amber". The leadership continues to act on the feedback given bythe employees in various forums. The strong employee engagement initiatives are continuedthrough multi-layer communication engagement and recognition programmes.

Employee Welfare and Policies

Your Company has always been conscious to promote all- round employeewelfare. Environment Health and Safety (EHS) guidelines are deployed to promote workplacehealth and safety and create a healthy environment. Regularly the policies arebenchmarked with market standards and are upgraded as and when necessary.

Some of the practices programmes policies and welfare measures thatwere put in place to demonstrate care and empathy towards employees are listed below:-

1. Awareness Sessions: Considering that there was general panic andfear among the employees your Company made it a point to have constant dialogue andawareness sessions on COVID-19 and steps taken by the organisation. The Shop-flooremployees actively participated in driving this message to all employees regularly. Infactories the supervisors organised small group interactions continuously to drive themessage of safe social distancing usage of masks and need for self-isolation in case ofany COVID symptoms.

2. Transportation facility for some factory employees:

Before COVID organisation was running transportation point-to-point atsome factories where employees used to come together to a specific location and get intothe Company bus. To avoid any risk of travelling on public transport your Company hasprovided bus service to those factories employees by picking them up from their place ofstay. Also to avoid close contact the number of employees in each bus was limited tohalf the capacity.

3. Capability Building & Employee Wellness related programmes: YourCompany upskilled its employees with a range of online programmes being made available tothem. "Degreed" with content curated on topics ranging from functional skills toemployee wellness including programmes like online yoga and meditation sessions waslaunched. Online programmes such as Holistic Wellbeing by Dr. Marcus Ranney Mindfulnessspecial talks by the doctors under "Ask the Doctor" series Work-life balanceare continuously conducted. Your Company has also arranged an online medical facility forall the employees and their families through the Doc Online one of the renowned companiesin this field so that employees can get their health concerns addressed virtually.

4. Employee & Family Connect: Your Company always believes thatsuccess of employees is in major part dependent on the support system provided by thefamily members at home and made it a point to engage family members in events throughonline talent shows and singing competitions.

Building Talent

Your Company continues to be committed to developing internal leadersand a talent pipeline. The same was further strengthened through the launch of structuredlong-term Leadership development programmes in partnership with the Indian Institute ofManagement at various levels. The process of identifying internal successors for keypositions and systematic development of leadership continued.

The talent assessment process of the organisation for recruitment andinternal talents also continued to be strengthened through the implementation of variousdata- driven tools including Knack Hogan Korn Ferry etc.

Employee and Leadership Development

In line with your Company's long-term business strategy there arerobust employee development programmes through structured interventions and on-the-job andexperiential learning through career movements special assignments and projects. It isintended to build best-in- class capability in the area of Go-to-Market OperationalExcellence and Quality Brand and Portfolio Management and Innovation.

During the year following unique initiatives were launched:

1. Managerial Development Program - Enhancing the capability ofmanagers to build an inclusive and engaged team has always been the priority of yourCompany. Your Company piloted the programme which aimed at improving the team managementskills of managers at Crompton. The managers were trained on Connect Develop and Inspiremodel of Great Manager Institute. This programme helped the managers build cohesiveness intheir teams leading to improved business performance. Seeing the success of thisinitiative your Company is now all set to deepen this intervention further.

2. Breakthrough Innovation - Your Company had embarked on this journeylast year mainly for Innovation Team. The program on Breakthrough Innovation has beenexecuted well. The program consisted of capability building sprints as well as ideationsprints (to address the KPI of new ideas to be identified for prototyping).

3. Taking Ownership for One?s Development - Career developmentworkshops for employees to sensitise them on the importance of life-long learning and howthey need to take charge of their own development were conducted. The employees alsorealised that they continuously need to up-skill/re-skill themselves if they need to stayrelevant in the job market. Employees were nudged to refine their skills throughself-learning on Degreed and through the training programs organised by the Company.

4. Crompton Leadership Program - The finance leadership program wasdelivered through virtual sessions where participants were challenged to break theirlimiting beliefs. Employees identified areas of development for themselves and committedto deliver on the action plans that they made for themselves. This program helped toincorporate coaching as an essential component of training design. With people spread overmultiple locations virtual coaching is far more practical to implement. Also based onthe success of this initiative your Company was able to widen coverage in MDP programmeswhile managing the costs.

Employee Relations & Compliance

Your Company continued to enjoy a very good relationship with thelabour unions at the respective factories. The overall compliance framework was furtherstrengthened by an in- depth assessment of all compliance-related risks and takingsuitable actions.

Digitalising HR Practices

The journey to digitise all aspects of an employee's life cyclecontinued with further deployment of technology-enabled tools and processes.

DIRECTORATE & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors are governed by thePolicy devised by the Nomination and Remuneration Committee of your Company. The detailedNomination and Remuneration Policy is contained in the Corporate Governance Section of theAnnual Report.

Your Company's Board comprises nine Members as on the date of thisReport. The Chairman Mr. H. M. Nerurkar is an Independent Director.

Mr. Shantanu Khosla is the Managing Director. Mr. Mathew Job is theExecutive Director & Chief Executive Officer. Mr. D. Sundaram Mr. P. M. Murty Ms.Smita Anand Mr. P. R. Ramesh and Ms. Hiroo Mirchandani are other Independent Directors.Mr. Promeet Ghosh is Non-Executive Non- Independent Director.

Mr. P. R. Ramesh (DIN:01915274) was appointed as an AdditionalIndependent Director by the Board on the recommendation of Nomination and RemunerationCommittee w.e.f. 21st May 2021. The Members of the Company at the 7thAnnual General Meeting held on 23rd July 2021 approved the appointment of Mr.P. R. Ramesh as an Independent Director for a period of 5 years w.e.f. 21stMay 2021.

Ms. Hiroo Mirchandani (DIN:06992518) was appointed as an AdditionalIndependent Director of the Company by the Board on the recommendation of Nomination andRemuneration Committee w.e.f. 28th January 2022. The Members of the Companyvide special resolution passed through postal ballot on 24th March 2022approved the appointment of Ms. Hiroo Mirchandani as an Independent Director for a periodof five years w.e.f. 28th January 2022. The Nomination & RemunerationCommittee had evaluated the balance of skills knowledge and experience as required forbeing eligible for appointment on the Board of the Company and on the basis of suchevaluation had prepared a description of the role and capabilities required of anIndependent Director and Ms. Hiroo Mirchandani met such capabilities as identified by theCommittee.

The Company has received a declaration from each of its IndependentDirectors confirming that they satisfy the criteria of independence as prescribed underthe provisions of the Companies Act 2013 and the SEBI Listing Regulations. Also all theIndependent Directors are registered on the on-line database of Independent Directorscreated by the Indian Institute of Corporate Affairs Manesar ("IICA"). TheIndependent Directors have also cleared the online proficiency self-assessment testrequired to be given to whomsoever it was applicable. The terms and conditions ofappointment of the Independent Directors are placed on the website of the Company athttps://www.crompton.co.in/ investors/corporate-governance/.

During the year under review Mr. Sahil Dalal (DIN: 07350808) resignedfrom the Board of the Company w.e.f. 23rd July 2021. The Board expresses itsappreciation for Mr. Sahil Dalal for the valuable guidance and services rendered by himduring his tenure as Director of the Company.

Ms. Shweta Jalan (DIN:00291675) a Director liable to retire byrotation who did not seek re-appointment at the 7th Annual General Meetingretired as a Director of the Company w.e.f 23rd July 2021. The Board expressesits appreciation for Ms. Shweta Jalan for the valuable guidance and services rendered byher during her tenure as Director of the Company.

Mr. Promeet Ghosh (DIN:05307658) Non-Executive Director is liable toretire by rotation. Mr. Promeet Ghosh being eligible for re-appointment at the ensuing AGMof your Company has offered himself for re-appointment. His details as required under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are contained inthe accompanying Notice convening the ensuing AGM of your Company.

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

Mr. Sandeep Batra - Chief Financial Officer of the Company has resignedfrom his services and he will be relieved of his responsibilities w.e.f. 30thMay 2022.

Your Board of Directors met nineteen (19) times during the financialyear 2021-22. The details of the meetings and the attendance of the Directors arementioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporategovernance practice and as per the requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Committees areAudit Committee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee Stakeholders' Relationship & Share Transfer Committee Risk ManagementCommittee Allotment Committee for allotment of shares arising out of Stock OptionsStrategic Investment Committee Committee for Debentures ESG Committee and Committee ofCommercial Papers. The composition terms of reference number of meetings held andbusiness transacted by the Committee(s) are given in the Corporate Governance Report.

BOARD EVALUATION

In terms of requirements of the Companies Act 2013 read with the Rulesissued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015 theBoard carried out the annual performance evaluation of the Board of Directors as a wholeCommittee(s) of the Board and individual Directors.

During the year under review your Company has digitalised the BoardEvaluation process to maintain confidentiality & anonymity of the responses.

The Board Evaluation cycle was completed by your Company internally ledby the Independent Chairman of the Company along with the Chairman of the Nomination andRemuneration Committee ("NRC").

The parameters for performance evaluation of the Board include thecomposition of the Board process of appointment to the Board of Directors commonunderstanding of the roles and responsibilities of the Board members timelines forcirculating Board papers content and quality of the information provided to the Boardattention to the Company's long-term strategic issues evaluating strategic risksoverseeing and guiding acquisitions etc.

Some of the performance indicators for the Committees includeunderstanding the terms of reference the effectiveness of discussions at the Committeemeetings the information provided to the Committee to discharge its duties andperformance of the Committee vis-a-vis its responsibilities.

Performance of individual Directors was evaluated based on parameterssuch as attendance at the meeting (s) contribution to Board deliberations engagementwith colleagues on the Board ability to guide the Company in key matters knowledge andunderstanding of relevant areas and responsibility towards stakeholders. All theDirectors were subject to self-evaluation and peer evaluation.

The performance of the Independent Directors was evaluated taking intoaccount the above factors as well as independent decision-making and non-conflict ofinterest.

Further the evaluation process was based on the affirmation receivedfrom the Independent Directors that they met the independence criteria as required underthe Companies Act 2013 and Listing Regulations 2015.

The Board Evaluation discussion was focussed on how to make the Boardmore effective as a collective body in the context of the business and the externalenvironment in which the Company functions. From time to time during the year the Boardwas apprised of relevant business issues and related opportunities and risks. The Boarddiscussed various aspects of its functioning and that of its Committees such as structurecomposition meetings functions and interaction with management and what needs to be doneto further augment the effectiveness of the Board's functioning.

Additionally during the evaluation discussion the Board also focussedon the contribution being made by the Board as a whole through its Committees anddiscussions on a one-on-one basis with the Chairman.

The overall assessment of the Board was that it was functioning as acohesive body including the Committees of the Board. They were functioning well withperiodic reporting by the Committees to the Board on the work done and progress madeduring the reporting period. The Board also noted that the actions identified in the pastquestionnaire based evaluations had been acted upon.

During 2021-22 the Company actioned the feedback from the Boardevaluation process conducted in 2020-21.

The Board noted the key improvement areas emerging from this exercisein 2021-22 and action plans to address these are in progress. These include strengtheningthe succession planning for key positions business strategy and annual plan etc.

FAMILIARISATION PROGRAMME

Your Company has in place a structured induction and familiarisationprogramme for its Directors. Upon appointment Directors receive a Letter of Appointmentsetting out in detail the terms of appointment duties responsibilities obligationsCode of Conduct to Regulate Monitor and Report trading by Designated Persons and Code ofConduct applicable to Directors and Senior Management Personnel. They are also updated onall business-related issues and new initiatives.

Regular presentations and updates on relevant statutory changesencompassing important laws are made and circulated to the Directors.

The Directors appointed as members on the Corporate SocialResponsibility Committee ("CSR") are also involved and briefed about CSRinitiatives of the Company. Senior Executives of the Company make presentations to themembers of the Board on the performance of the Company and strategic initiatives.

Brief details of the familiarisation programme are uploaded and can beaccessed on the Company's website at https://nfs.crompton.co.in/assets/wp-content/uploads/2022/04/Familiarization-Programme-for-the-FY-21-22.pdf.

SUBSIDIARY COMPANIES ASSOCIATES & JOINT VENTURES

Your Company has four Subsidiaries the details of which are asfollows:

1. Nexustar Lighting Project Private Limited

(CIN: U74999MH2019PTC318955) a wholly owned subsidary Company wasincorporated on 2nd January 2019 to execute design manufacture testsupply O&M of LED Street Lights & Poles and other related works for theimplementation of Greenfield Street Lighting Project for 36 Urban Local Bodies (ULBs) inOdisha. This contract received from the Government of Odisha Housing & UrbanDevelopment Department is on Public-Private Partnership (PPP) basis.

Total Revenue for the Financial Year ended 31st March 2022wasRs.15.62 crore (previous yearRs.38.24 crore) (includingRs.2.49 crore) (previousyearRs.0.19 crore) as other income and Profit After Tax wasRs.4.43 crore (previousyearRs.5.54 crore).

2. Pinnacles Lighting Project Private Limited

(CIN: U74999MH2018PTC318891) a wholly owned subsidary Company wasincorporated on 31st December 2018 to execute design manufacture testsupply O&M of LED Street Lights & Poles and other related works for theimplementation of Greenfield Street Lighting Project for 19 Urban Local Bodies (ULBs) inOdisha. This contract received from Government of Odisha Housing & Urban DevelopmentDepartment is on Public-Private Partnership (PPP) basis. Total Revenue booked for theFinancial Year ended 31st March 2022 wasRs.19.45 crore (previous year Rs.42.82crore) including Rs.2.54 crore (previous year Rs.0.21 crore) as other income and Profitafter Tax wasRs.5.26 crore (previous Rs.6.38 crore).

3. Crompton CSR Foundation (CIN: U85300MH2019 NPL324784) (CSR UniqueIdentification No: CSR00001086) a wholly owned subsidary Company was incorporated underSection 8 of the Companies Act 2013 (being a Company limited by guarantee not havingshare capital) on 1st May 2019 primarily with an objective ofundertaking/channelising the CSR activities of the Company. Crompton CSR Foundation isregistered under Section 80G and Section 12A of the Income Tax Act 1961. Based on theControl assessment carried out by the Company the same is not consolidated as per lnd AS110.

4. Butterfly Gandhimathi Appliances Limited

(CIN: L28931TN1986PLC012728) became a subsidiary of your Company on 30thMarch 2022. It was incorporated on 24th February 1986 to carry on thebusiness as Importers Exporters Manufacturers and Dealers of household and industrialvessels and utensils from all type of metals plastics ebonite and in particular allhousehold appliances.

Total Revenue for the Financial Year ended 31st March 2022ended wasRs.1007.25 crore (includingRs.1.94 crore as other income) and Profit After TaxwasRs.16.13 crore.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing salient features of financial statements of subsidiaries inForm AOC-1 is attached herewith as Annexure 2. The separate audited financial statementsin respect of each of the subsidiary companies are open for inspection and are alsoavailable on the website of your Company athttps://www.crompton.co.in/investors/accounts-of- subsidiary-companies/.

Pursuant to the requirements of Regulation 34 (3) read with Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thedetails of Loans/Advances made to and investments made in the subsidiary have beenfurnished in Notes forming part of the Accounts.

Further the Company does not have any joint venture or associatecompanies during the year or at any time after the closure of the year and till the dateof the report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in compliancewith Indian Accounting Standards (the ‘Ind AS') notified under Section 133 of theCompanies Act 2013 (the ‘Act') read with Rule 3 of the Companies (Indian AccountingStandards) Rules 2015 as amended and other relevant provisions of the Act.

RELATED-PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act 2013 andListing Regulations 2015 your Company has a Policy on Related-Party Transactions placedon the website of the Company at https://www.crompton.co.in/ media/Materialitv-Policv.pdf.

All related-party transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval of the Audit Committee and the Board isobtained for the transactions which are of a foreseen and repetitive nature. A statementgiving details of all related-party transactions is placed before the Audit Committee fortheir noting/approval every quarter.

There were no materially significant transactions with related parties(i.e. transactions exceeding 10% of the annual consolidated turnover) during the year asper the last audited financial statements. Accordingly the disclosure of transactionsentered into with related parties pursuant to the provisions of Section 188(1) of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 isnot applicable.

All related-party transactions are mentioned in the notes to theaccounts. The Directors draw attention of the members to the Notes to the financialstatements which sets out the disclosure for related-party transactions.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

There were no Loans and Guarantee(s) made by the Company under Section186 of the Companies Act 2013. The details of investments made by the Company underSection 186 of the Companies Act 2013 form part of this Annual Report and are given inthe Notes to the standalone financial statements for the financial year ended 31stMarch 2022.

ENTERPRISE RISK MANAGEMENT

Your Company has established a robust Risk Management Policy frameworkand process to ensure the achievement of its strategic objectives and sustainable goals.The process enables informed decision-making through risk assessment and management atvarious levels. Both Bottom-up and Top- down approaches are adopted covering theOrganisation Business units and Functions. Risk Council comprising the Senior Leadershipteam of your Company reviews the major risks identified by the business and the status ofmitigation actions to systematically address the risks on an ongoing basis.

The Board Risk Management Committee oversees your Company's RiskManagement Policy framework and process Risk Management structure and Risk mitigationsystem. Audit Committee also has additional oversight on Financial Risks and Controls.Your Company's Internal Management Audit team assures the Board of Directors of theeffectiveness of the process.

Your Company has a comprehensive fraud prevention mechanism to deterand detect fraud across the Company. Effective training modules have been created andinstitutionalized to ensure that every Employee is aware of their Whistleblowing rightsto report any action which is non-compliant with the Company's laid down Policies and Codeof Conduct. Any reporting is duly investigated and duly reported to the Board ofDirectors and actioned as applicable.

Broadly key risks identified by the management cover risks related toProduct Brand Supply Disruption Cultural Human Resources and Information technology.Some of the key risks and mitigation actions are summarized below:

Product Risk:

Risk description ACTION PLAN
BEE Regulatory Compliance • Design validations complete for 25 models of Ceiling fans where new BEE norms are applicable. Readiness for production on track as per timelines.
• BEE compliance notification received for Water Heaters. Norms and measurement parameters being studied for further actions to ensure readiness by early next year.
Quality Sub-standard product quality leading to brand degradation • Project Delight program in progress for continued review by Senior leadership of key quality parameters/scorecard including IQC PDI COPQ PPR etc. Root causing top defects identified through market and projects focussed on product quality improvement.
• Manufacturing excellence project with 3 Workstreams focusing to optimize Quality and reliability of Manufactured/Sourced product is in progress.
Sustainability Increase in competition and change in consumer behaviour towards Sustainable products • Sustainability checklist prepared with defined KPIs towards COPQ reduction energy conservation reduction in distance of product movement.
• Gap assessment completed for 9 strategic units including own and vendor facilities.
• ESG Committee is formed and PWC appointed as consultant to help evaluate further sustainability goals materiality assessment peer benchmarking and finalisation of disclosure parameters.
• Manufacturing excellence project's 3WS aim at driving manufacturing and sourcing excellence to improve quality capability and ESG leading to cost competitiveness for finished goods (FG).
• 22-23 R&D plan comprises of projects leading to energy efficiency health & hygiene. Alternate sustainable material/ process feasibility checks ongoing with every NPD.
Risk description ACTION PLAN
Innovation • Basis consumer feedbacks and research insights trend setting smart technology and new products for energy efficiency health & hygiene planned as part of strategic focus areas of 22-23.
Alignment of Product design/ technology to continuously evolving consumer demands • Partnered with Start up India inviting ideas from domestic private start ups for incubation and development of identified opportunities through professional institutes like IIT and start ups.
• Innovation challenge programs conducted to generate disruptive ideas and internal teams working on further evaluations for finalization of at least 3 breakthrough innovations to be executed in 12-18 months.
Innovation NPD Process ver2 deployed in April 2021 to include
Ability to commercialize the innovation • Success criteria at each stage gate on defined KPIs (Revenue Margin Cost product performance)
• Customer complaint and action plan
• Lessons learnt
• Automated workflow system in deployment to ensure process flow does not miss the necessary steps.
• Project Delight reviews focus on quality feedback on new products launched.
• Distribution approach to be defined basis product type.

Product/Brand Reputation risk

Risk description ACTION PLAN
Social media feedback Inadequate/delayed response on social media complaints / feedback • Tied up with Social media agency to handle feedbacks/complaints (Instagram Facebook Twitter) through Online response mechanism (ORM) with faster response time.
• Social listening tool implemented for further reviews and actions.
Quality Service
Inability to attract customers due to lack of an after-sales service network to cater to remote areas Project being evaluated to enhance the level of customer service network and relationship management.
Counterfeit Products: • Due diligence is conducted on any information of counterfeiting obtained through internal and market sources for suitable actions.
Inadequate process to identify counterfeit product in market for corrective steps • Evaluating proactive capture of infringement/counterfeit through market checks by 3rd party agencies and counteract.

Supply Risk:

Risk description ACTION PLAN
Impact of Import restrictions and Geo political changes • Current Import dependency is approx. 10% after In housing/domestic procurement of TPW fans panels exhaust fans kettles battens.
• Alternate Import options being evaluated for lighting components.
Disruption ( fire strike etc.) at own factory or third party vendor premises impacting production dependency on single source impacting product availability • T2 and alternate vendors identified and readiness ensured in the event of disruption in high run product supply. Current share of business evaluation includes capacity readiness at strategic vendors.
• Single sourced products continue to be at risk due to design exclusivity with the vendor. Partly mitigated for products with alternate SKUs within the segment manufactured In-house or by other vendors.
• Manufacturing Excellence project's deliverables include Performance in existing and new lines at own plants and realize value driven sourcing. These cover capacity validation supplier development and optimize vendor capability.
Volatile commodity availability cost and rising supply chain cost • Central and direct procurement of commodities in progress for both In-house and Vendors at compatible rates with protected supplies by advance blocking.

Disruption Risk

Risk description ACTION PLAN
Competition • Market share improvement and expansion into kitchen appliances on track.
Entry to new adjacencies to gain market share and counter entry of large MNCs • Launch of new segment Built in Kitchen appliances as per plan.
• As part of strategic plan Company has acquired major shareholding in Butterfly Gandhimathi Appliances Limited key player in South kitchen appliances market.
Brand and Market share • All segments maintaining market share
Increasing competitive intensity due to entry of new players and stepped-up brand investment • Innovation projects both short term and long term on track to deliver customer centric new products and to lead the market
• Unnati cost effectiveness program helps with competitive product pricing in the market.
• Branding plans for year implemented to achieve/exceed target spontaneous recall % in Fans Lighting Geysers through mass and digital media.
• Competitive positioning in Numeric distribution (ND) and weighted distribution (WD) in Fans is at all-time high.
Product distribution and alternate channels • Presence in leading E-com platforms Amazon and Flipkart being extended to maximize share among leading categories
GTM implementation to fully leverage plans for alternate channels • Rurban and Rural strategies basis population strata are set up executed to deliver the planned results.
• Omnichannel strategy execution enhancement of digital footprint and collaboration with B2B platform are in progress.

Culture Risk

Risk description ACTION PLAN
Safety and EHS compliances • Legal compliances ensured through continued monitoring on digital tool Beacon.
Improper safety standards (at own factory/ vendors/Job workers) • Vendor quality performance audits include EHS compliance. Non compliances are evaluated with correction glide path.
• EHS organisation and surprise checks at Vendor/Job work locations being strengthened.
Diversity Inadequate diversity encouragement • Formal Inclusion and Diversity policy rolled out in August 2021 with Gender diversity as the key priority including equal opportunity and zero tolerance to any form of harassment/intimidations. Diversity council formed represented by senior leadership and management team members.

Human Resources Risk

Risk description ACTION PLAN
High attrition rate • Building Pipeline for sales positions at risk
• Team building activities by Manager as coach and mentor
• Process simplification
• Focus on Employee Engagement Work Life Balance Culture and language initiatives capability development for career growth
• Reward and Recognition programs across functions/PLs
Contract labour management and related compliances at both own and 3rd party locations • Initiatives in progress to maintain target ratio of labour across Plants in progress through Automation Outsourcing hiring CGCEL trainees NEEM deployment.

Data Security Risk

Risk description ACTION PLAN
Unauthorized access to confidential data through exploiting vulnerabilities and leakage of company sensitive data • User access review includes risk mitigation in progress.
In absence of periodic assessment of DR functioning of DR site cannot be ascertained • Annual DC DR Drill conducted for SAP
• Data classification and DR assessment being done for data base on critical applications.
• For Cloud based Applications DR preparedness by vendor is being assessed

INTERNAL CONTROL SYSTEMS

Your Company believes in continued reinforcement of the Financial andOperational Controls intended to improve transparency accountability and effectivenessof the Company's processes. Your Company's policies procedures are aligned to theInternal control framework that ensures:

- Coverage of key processes that impact the reliability of financialreporting

- Periodic Control testing to assure operational effectiveness

- Implementation of remedial measures arising out of testing

- Regular monitoring by Senior Management on the test effectiveness

- Regular review by the Audit Committee on the progress of theactions twice a year

Your Company has a robust Internal Audit mechanism conducted as perthe pre-approved calendar. Basis the audit Internal auditors periodically report on thedesign deficiency and operational inefficiency if any apart from recommending furtherimprovement measures to accomplish the Company objectives more efficiently. Theobservations and agreed action plans are presented quarterly to the Audit Committee thatreviews the adequacy of the controls implemented by the Management. In addition two AuditCommittee meetings are held to review specific processes on the improvements in systemsand outcomes.

Continued Improvement initiatives and controls Standardization

In the ongoing COVID scenario data security is the prime need of thehour. To ensure Data and IT system security your Company has enabled ‘Single Signon" (SSO) which will ensure that access to Company's IT systems and applications isavailable only to authorised users.

Controls concerning authorization to SAP are reviewed periodically andare initiated towards function based User access supported by Governance Risk andControls module of SAP. Further actions are initiated to effectively utilize the evolvingSAP solution around Process Controls and continued monitoring through automations andexception management.

E-learning modules have been developed to enable employees to keepthemselves abreast of the Company's Code of Conduct POSH compliances and Whistle blowingrights. This is to ensure Company's employees are aware to always operate in a compliantand control abided environment while achieving the Company's Objectives.

Your Company is in constant endeavour towards IT enablement in all keyprocesses. Major controls under Credit policy Customer/Vendor management ProcurementScheme settlements E-invoicing/waybill etc. are embedded within SAP assuring accuracy.Third-party validation is also initiated to ensure the system configuration is effective.

Your Company has been progressively building capability in keyfunctions like Innovation Design Procurement and Quality for standardizing processesacross the Company for uniform processes and superior decision-making.

Your Company has embarked on the journey of Shared services forAccounts Payable process for effective utilization of Company's resources time andexpertise in driving process improvement and better decision-making. Further opportunityto expand the facility to other operational areas is being explored.

The Certificate provided by Executive Director & Chief ExecutiveOfficer and Chief Financial Officer in the Certification Section of the Annual Reportdiscusses the adequacy of the internal control systems and procedures.

RESEARCH AND DEVELOPMENT (R&D)

Your Company endeavours to be best-in-class promoting strongfoundation of Research and Development through one of its behavioural pillars ofinnovation. Culture of creativity is embedded in the Company's people and processes. TheCompany's In-House R&D team strives for best technology- based sustainable productinnovations with efficient product lifecycle including design development andmanufacturing process.

Crompton has created state-of-the-art "Innovation & ExperienceCentre" in Mumbai which will house all R&D innovation team and promotefungibility creativity in Design Studio and experimentation within labs with ultra-moderninfrastructure.

Continuing the spirit of creating consumer delight your Company haslaunched an array of products across segments that are designed to prove its class bothtechnologically and aesthetically:

Fans:

• Inspired by the natural fauna SilentPro Blossom Smart fan makesa style statement. They are 2X more silent compared to ordinary fan & has the latestActivBLDC technology which gives it 5 Star rating. You can also set the mood light &enjoy the convenience of host smart features with this piece of stunning beauty.

• Wooden range of fans for consumer are becoming more discerningin terms of their decor choices.

• Industry leading performance in terms of air delivery of rangeGale Plus TPW fans.

Pumps:

• Best-in-class Mini Champ plus launched with unique features likeAnti Drip Adapter preventing water from entering into motor.

• Hybrid Anti Jam winding (Patent applied) to prevent pump fromjamming due to rust.

• Launched V4 Ultima and Magna Range Ultima Range with"Ultimate performance and ultimate reliability" Magna Range with "Maximumperformance and maximum reliability" to address varying water level situations andusage of household submersible pumps.

Appliances:

Your Company strengthened the portfolio of appliances with various newlaunches: -

• Water Heaters - In this segment to strengthen the portfolio aswell as to capture the market share Crompton launched 14 products in Storage Water Heaterout of this 13 products are with 5 star rating 2 in instant water heater and 1 gas waterheater.

• Air Coolers - Better brand identity is defined in the right formfactor and CMF (color material finish). To fill the portfolio gap as well to get abetter market share your Company launched 7 Desert Cooler 4 Personal Cooler 1loT-enabled Smart Cooler 1 Window Cooler and 1 Tower Cooler.

• Mixer Grinder & Iron Category - Revamped line-up of MixerGrinder with launch of 6 products in various segment to strengthen portfolio. Launched 6new models for Iron Category with industry-leading features and performance.

• Small Domestic Appliances & Room Heaters - Entered SDAsegment with the launch of products in Kettle and Sandwich Maker category and 6 new modelsin Room heaters to enter and explore the opportunity of this new segment. State-of-the-artvalidation lab infrastructure developed to test our products.

Lighting:

• Introduction of Star Cosmos series in ceiling lights to cater tothe bottom of the pyramid.

• Star Lord 3 in 1 range has been a winning value proposition forthe consumers.

• Slim Shakti batten with a unique design and Penta Glow featureis a first in the segment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

As required under section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 the relevant data pertaining toconservation of energy technology absorption and foreign exchange earnings and outgo isgiven in the prescribed format as Annexure 3 to this Report.

ENVIRONMENT HEALTH & SAFETY (EHS)

A comprehensive EHS manual titled KAVACH 3.0 comprising the policiesprocedures and work instructions has been implemented across the product lines (PLs).

To ensure focussed delivery on EHS activities each plant carried outAspect Impact and HIRA (Hazard Identification and Risk Assessment) review for variousactivities and identified Controllable/Uncontrollable and Normal/ Abnormal/Emergencyscenarios in each operation.

Your Company is greatly conscious of its responsibilities towardsHealth Safety and Environment Management. A policy on Occupational Health Safety andEnvironment is already in place. During the year your Company complied and excelled withEMS 14001 & ISO 45001 implementation across PLs which is an important milestone inSafety journey of the organization.

Single IMS (Integrated Management System) is in place which is thefoundation of the overall Health Safety and Environment framework at your Company.

At Vadodara unit third party safety audit conducted in October 2021 asper Gujarat factory Rules.

Closure of the safety audit observations is ensured by following PlanDo Check Act (PDCA) cycle and taking effective Corrective and Preventive Actions (CAPA) inreasonable timeframe. The observations are also shared amongst units for cross-learningand improvement. Learnings from other organization incidents and taking preventive actionsare also initiated as a proactive approach in ensuring safety performance.

A comprehensive EHS scorecard is followed across units and is monitoredevery month for the performance and corrective preventive action are taken asappropriate. Meetings are conducted to promote cross-learning between Manufacturing unitswith an agenda to conserve natural resources through water consumption reductionelectricity consumption reduction proper disposal of hazardous wastes etc. Variouspromotional activities taken towards EHS awareness are also shared between the units tocontinuously improve and standardize best practices. Safety-related performance isanalyzed in a standardized data-based approach and learnings are shared to continuallyimprove upon from the existing scenario.

A brief on EHS programmes of your Company is as under:

Environment - a green pursuit

In addition to the focus in conserving finite resources together withreducing harmful emissions sustainable management at all stages of the value chain andthrough the life cycle of the products is now an essential part of your Company's policy.

Your Company is committed to achieving its target by implementingmanagement programmes. All units are complying with Zero liquid discharge system alongwith focus on reduction in air emissions.

In other environmental focus areas your Company has complied with allenvironment-related legal statutory requirements laid by the Government from time to time.Your Company is highly focussed on carbon footprint reduction through the manufacture andsale of energy- efficient products.

In the current financial year 11.99 Lakh MWh of energy savings has beenpossible from the production of energy- efficient star rated products supported by variousprocess improvement initiatives.

Reduction in energy consumption:

Baddi Fan Unit-II plant has reduced electricity consumption per unitfrom 0.13 kWh/unit to 0.11 kWh/unit approx. saving of 92.5 MWh from last year. This wasachieved by removing exhaust fans from Gold Line Fan Hangers and high Bay lights on shopfloor and installation of station wise LED battens.

Bethora plant has reduced power consumption per unit from 0.33 kWh/unitto 0.264 kWh/unit approx. saving of 297 MWh from last year. This was achieved byproviding LED lights replacing high power consuming pneumatic screw drivers with 35Welectrical screw drivers integrating 5KVA solar panel load to grid power providingfacility of Auto switch off assembly lines during breaks & Auto switch off of tapingmachines.

Kundaim plant has reduced power consumption per unit from 0.604kWh/unit to 0.505 kWh/unit approx. saving of 298 MWh over last year. This was achieved byincrease in production providing LED lights replacing high power consuming pneumaticscrew drivers with 35W electrical screw drivers providing facility of Auto switch offstreetlights.

Reduction in water consumption:

Baddi Fans Unit-II plant has reduced water consumption from 49.9Ltr/Person/Day to 34.4 Ltr/Person/Day approx. saving of 900.9 KL over last year. This wasachieved by installing Auto shutoff valve on rooftop Tanks and re-routing of pipelines toprevent water losses.

Baddi Lighting Unit plant has reduced water consumption from 45.9Ltr/Person/Day to 40.2 Ltr/Person/Day approx. saving of 12.4% (1076 KL) over last year.This was achieved by identifying and controlling all leakages from Plant.

Bethora plant has reduced water consumption from 39.1 Ltr/ person/Dayto 28.1 Ltr/Person/Day approx. saving of 1306 KL over last year. This was achieved byproviding aerators & auto sensors for taps and using treated water from STP forflushing & gardening.

Vadodara plant has reduced water consumption from 105 Ltr/Person/day to96.16 Ltr/Person/day approx. saving of 3180 KL over last year. This was achieved byreplacing corroded pipeline controlling leakages from water pipelines & washrooms.

Hazardous waste reduction and management:

The Company's operational units ensure that all hazardous waste aresent to the authorised disposal facility/recycler approved by the State Pollution ControlBoard.

Clean and Green Environment:

Plantation/distribution of 230 trees carried out at various locationsas a part of the tree plantation drive and environment day celebrations.

Safety:

Safety is accorded overriding priority by your Company. The businesshas ensured to achieve and maintain globally approved fire-safety standards. The units areequipped with fire fighting equipment and trained teams to mitigate any such incident.

All the units are certified for Fire NOC requirements. Apart from theabove Baddi Fans Baddi Lighting Bethora Fans Kundaim Fans Ahmednagar Pumps unit areequipped with fire detection system to trigger a timely alarm in case of any fireincident.

Your Company is committed to building a safety culture by strictadherence to Work Permit System (WPS) and Daily Tool box talks.

Regular interaction is maintained through Safety Committee Meetingswith all associates. Fire-safety drills safety week celebration and continuous safetytraining to all employees begin with adequate induction. Internal plant safety audits areconducted too. All actions and recommendations are being recorded evaluated and actedupon by respective EHS leaders.

Safety standards are monitored through a focus on appropriate safetycontrol elimination of unsafe conditions and fool-proof engineering solutions (Poka-Yoke)as appropriate.

Key Safety programmes implemented during the year include:

• Commissioning of new Powder coating & liquid paintingfacility at Kundaim factory by strictly following all safety protocols.

• 51st National Safety Week celebrated across all Unitsby organizing safety drill & various competitions.

• Integrated Management System (IMS) Recertification auditcompleted at Goa & Baddi units.

• Rooftop Lifeline installed at Vadodara Unit & new buildingat Kundaim.

• 72 First Aiders trained from St. John Ambulance in Goa &Baddi Units.

• Fire sprinkler system installed at newly setup racks formaterial storage at Kundaim.

• Installation of advanced addressable central fire detectionsystem in shop floor wireless system in office area and periphery areas at Ahmednagar.

• Installation of XY Rail Crane system on the assembly line inAhmednagar plant which eliminates operators' ergonomic fatigue while handling the higherHP pumps at packing stations.

• Provision of auto water filling system for traction batteries ofmaterial handling equipment in Ahmednagar plant eliminates risk of acid land contaminationdue to overfilling of water.

• Electric Shock Rescue kit provided at substation room atVadodara.

• KAIZEN implementation focussing on first aid injury.

Rewards and Recognitions of Safety practices from External forums: Goaunit received 2 awards from various prestigious forums this year in recognition of itsexcellent safety practices and results. These awards are:-

i. Gomanth Sarvoch Suraskha Puraskar Award (First Prize).

ii. National Safety Award from Global Safety Summit 2022 in theConsumer Electricals Sector.

Health:

This year had been very significant in ensuring the health of allemployees including contract workmen and all their families in wake of the COVID challengewhich is new to us and the world.

Your Company has taken an excellent effort in taking care of the healthof all the employees through the implementation of rigorous COVID prevention measures. Acore committee has been formed overseen by Head HR to ensure effective implementation andstrict adherence to COVID protocols. Some of the key measures include temperature andoxygen level checking for employees at regular frequency partition provision betweenworkstations sanitisation of all touch points social distance markings automatic orfoot-operated water dispensers sanitisation points creation regular trainings trackingtracing isolation of employees with symptoms and support in terms of medical treatmentetc.

An app named "My Shield" is followed at all manufacturinglocations to track and ensure that all employees including contract workmen maintainsocial distancing norms. The app will trigger an alarm to control points whenever thenorms are violated. This helps in contact tracing as well.

An overall untiring effort has been put from all fronts to ensure thesafety and health of all in this challenging situation.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34 read with Schedule V(C) of SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 a separate sectionon Report on Corporate Governance practices followed by the Company together with acertificate received from the Company's Secretarial Auditor confirming compliance isincluded in the Annual Report.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V(B) of SEBI(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018 report on"Management Discussion and Analysis" is attached and forms a part of thisReport.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 detailing the various initiatives taken by your Company on the environmental socialand governance front forms an integral part of this report.

COMPLAINTS RELATING TO SEXUAL HARASSMENT

Your Company has in place a Prevention of Sexual Harassment Policy inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (POSH Act). An Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this Policy. Theconstitution of ICC is as per the POSH Act and includes an external member who is anindependent POSH consultant with relevant experience. Your Company has also initiated thee-learning tool on POSH for all regular employees and also for induction of new employees.Your Company has also provided a Toll Free No. for registering any POSH complainttelephonically.

During the year under review 1 (one) complaint was received which hasbeen investigated in accordance with the guidelines. The employee has not been foundguilty of any misconduct.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism and Whistle Blower Policyintending to provide a mechanism for employees to report violations. It also assures themof the process that will be observed to address the reported violation. The Policy alsolays down the procedures to be followed for tracking complaints giving feedbackconducting investigations and taking disciplinary actions. It also provides assurances andguidelines on confidentiality of the reporting process and protection from reprisal tocomplainants. No personnel have been denied access to the Audit Committee.

The Policy also provides a mechanism to encourage and protect genuineWhistleblowing among the Vendors.

Any incident that is reported is investigated and suitable action istaken in line with the Policy.

The Whistle Blower Policy of your Company is posted on the website ofthe Company at https://www.crompton.co.in/ media/Vigil-Mechanism-and-Whistleblower-Policy.pdf.

Your Company has also initiated the e-learning tool on Whistle BlowerPolicy for all regular employees and also for induction of new employees. Your Company hasalso provided a Toll Free No. for registering any whistle blower complaint telephonically.

7 (seven) Whistle Blower complaints were received during the year2021-22 and suitable action has been taken in accordance with the policy.

LISTING

The equity shares of your Company are listed on BSE Ltd. and NationalStock Exchange of India Ltd. The Non Convertible Debentures (NCDs) of the Company arelisted on the Debt Segment of National Stock Exchange of India Ltd. The Commercial Papers(CPs) of the Company are listed on National Stock Exchange of India Ltd.

Your Company has paid the Listing fees for Equity Shares to both theStock Exchanges and Listing fees for NCDs to the National Stock Exchange of India Ltd. forF.Y. 2021-22 and F.Y. 2022-23.

Your Company has also paid Listing fees for Commercal Papers for F.Y.2022-23.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act the Annual Return forthe financial year 2021-22 is placed on the Company's website and can be accessed athttps://www. crompton.co.in/investors/annual-report/.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards

i.e. SS-1 and SS-2 relating to ‘Meetings of the Board ofDirectors' and ‘General Meetings' respectively have been duly followed by theCompany.

DIRECTORS? RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the FinancialStatements for the year under review conform in their entirety to the requirements of theCompanies Act 2013 and guidelines issued by SEBI. Pursuant to the provisions of Section134(3)(c) of the Act to the best of their knowledge and based on the information andexplanations received from the Company your Directors confirm that:

1. the Annual Accounts have been prepared in conformity with theapplicable Accounting Standards;

2. the Accounting Policies selected and applied consistently give atrue and fair view of the affairs of the Company and of the profit for F.Y. 2021-22;

3. sufficient care has been taken and that adequate accounting recordshave been maintained for safeguarding the assets of the Company; and for prevention anddetection of fraud and other irregularities;

4. the Annual Accounts have been prepared on a going concern basis;

5. the internal financial controls laid down by the Company wereadequate and operating effectively; and

6. the systems devised to ensure compliance with the provisions of allapplicable laws were adequate and operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these items during theyear under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise as per Section 43(a)(ii) of the Companies Act 2013;

2. The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries;

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

5. Issue of Shares including Sweat Equity Shares to the employees ofthe Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act2013;

6. No instances of non-exercising of voting rights in respect of sharespurchased directly by employees under a scheme pursuant to Section 67(3) of the CompaniesAct 2013.

7. Disclosure of reason for difference between valuation done at thetime of taking loan from bank and at the time of one time settlement. There was noinstance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and appreciation to allthe employees of the Company posted at all its locations for their tremendous personalefforts as well as collective dedication and contribution to the Company's performance.

Your Directors would also like to thank the employee unionsshareholders customers dealers suppliers bankers Government and all other businessassociates consultants and all the stakeholders for their continued support extended tothe Company and the Management.

For and on behalf of the Board of Directors
H.M. Nerurkar
Place : Mumbai Chairman
Date : 27th May 2022 DIN: 00265887

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