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Crompton Greaves Consumer Electricals Ltd.

BSE: 539876 Sector: Engineering
NSE: CROMPTON ISIN Code: INE299U01018
BSE 14:39 | 06 Dec 429.25 1.35
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NSE 14:34 | 06 Dec 429.95 2.20
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OPEN 423.00
PREVIOUS CLOSE 427.90
VOLUME 16829
52-Week high 512.05
52-Week low 318.50
P/E 41.00
Mkt Cap.(Rs cr) 26,959
Buy Price 428.95
Buy Qty 1.00
Sell Price 429.40
Sell Qty 66.00
OPEN 423.00
CLOSE 427.90
VOLUME 16829
52-Week high 512.05
52-Week low 318.50
P/E 41.00
Mkt Cap.(Rs cr) 26,959
Buy Price 428.95
Buy Qty 1.00
Sell Price 429.40
Sell Qty 66.00

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

Company director report

Dear Members

Your Directors are pleased to present the Seventh Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2021.

FINANCIALS

The table below depicts the standalone financial performance of yourCompany for the year ended 31st March 2021.

(Rs crore)
Particulars Year ended 31st March 2021 Year ended 31st March 2020
Revenue from operations 4749.95 4511.97
Total income 4825.58 4570.84
Profit before Tax 707.72 588.27
Tax expense (including deferred Tax) 102.98 93.57
Profit after Tax 604.74 494.70

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the year ended 31st March 2021 your Company registered revenuefrom operations of Rs 4750 crore against Rs 4512 crore in the previous year 2019-20delivering growth of 5.3% over last year.

Tax expense was lower due to effect of the tax refund granted for theyear 2017-18 and 2018-19.

INCREASE IN AUTHORISED SHARE CAPITAL

During the year under review pursuant to the ordinary resolution passedby the shareholders of the Company through postal ballot dated 6th January 2021 theAuthorised Share Capital of the Company was increased from Rs 1300000000 (Rupees OneHundred Thirty Crore only) divided into 650000000 equity shares of Rs 2/- each (RupeesTwo only) to Rs 1310000000 (Rupees One Hundred Thirty One Crore only) divided into655000000 equity shares of Rs 2/- (Rupees Two only).

INCREASE IN SHARE CAPITAL - EXERCISE OF STOCK OPTIONS

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

A. Crompton Employee Stock Option Scheme - 2016 (ESOP 2016):

Date of Allotment No. of Shares
16th September 2020 49963
09th November 2020 28125
16th December 2020 26866
04th January 2021 21070
18th January 2021 27000
17th February 2021 48000
18th March 2021 25000
23rd March 2021 49000
Total 275024

B. Crompton Performance Share Plan - 1 - 2016 (PSP 1 2016):

Date of Allotment No. of Shares
29th January 2021 100000
Total 100000

C. Crompton Employee Stock Option Scheme - 2019 (ESOP 2019):

Date of Allotment No. of Shares
18th March 2021 32357
Total 32357

Accordingly the total paid-up share capital of the Company as on 31stMarch 2021 is Rs 1255382706/- (Rupees One Hundred Twenty Five Crore Fifty Three LakhEighty Two Thousand Seven Hundred Six only) divided into 627691353 equity shares of Rs2/- each.

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs 2.50/-per equity share of the face value of Rs 2/- each for the year ended 31st March 2021. TheInterim Dividend of Rs 3/- per equity share was paid on 13th November 2020.

The Final Dividend subject to the approval of Members at the AnnualGeneral Meeting on 23rd July 2021 will be paid on or after 26th July 2021 but within aperiod of 30 days from the date of AGM to the Members whose names appear in the Registerof Members as on the Record date i.e. 9th July 2021. The total dividend for thefinancial year including the proposed Final Dividend amounts to Rs 5.50 per equityshare. In view of the changes made under the Income-tax Act 1961 by the Finance Act2020 dividends paid or distributed by the Company shall be taxable in the hands of theShareholders. Your Company shall accordingly make the payment of the Final 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.pdf.

NON-CONVERTIBLE DEBENTURES

During the year under review your Company issued rated securedlisted redeemable Non-Convertible Debentures (NCDs) aggregating to Rs 300 crore on aprivate placement basis. These NCDs are listed on Debt

Segment of National Stock Exchange of India Ltd. The proceeds ofNon-Convertible Debentures were used to infuse additional funds to retain adequateliquidity to support business continuity and growth during COVID-19.

Your Company has redeemed Non-Convertible Debentures (NCDs) Series Bissued in June 2016 amounting to Rs 170 crore on 24th June 2020.

Presently total NCDs aggregating to Rs 480 crore are listed on theNational Stock Exchange of India Ltd. Out of these NCDs Series C issued in June 2016amounting to Rs 180 crore is due for redemption on 24th June 2021.

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.

CREATION OF DEBENTURE REDEMPTION RESERVE

Your Company has maintained Debenture Redemption Reserve (DRR) at 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. The DRR maintained is adequate for the NCDs redemption due for redemption on24th June 2021.

As required under SEBI Circular SEBI/HO/MIRSD/ CRADT/CIR/P/2020/207dated 22nd October 2020 your Company has created Recovery Expense Fund in respect ofoutstanding debentures.

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

During the year under review the Members of the Company vide specialresolution passed through postal ballot on 6th January 2021 approved the amendment inthe ESOP 2019 and increased the option pool to further create issue offer and grantadditional 5000000 (Fifty Lakh) stock options.

The number of stock options available under ESOP 2019 are 9800000(Ninety Eight Lakh) exercisable into 9800000 (Ninety Eight Lakh) equity shares.

The ESOP Schemes are in compliance with the SEBI (Share Based EmployeeBenefits) Regulations 2014 (‘the SBEB Regulations').

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

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 focused around the pillars "Say Stay andStrive". The employee engagement scores have seen a steep increase from 63% inDecember 2019 to 88% in February 2021. The leadership continues to act on the feedbackgiven by the employees in various forums. The strong employee engagement initiatives arecontinued through multi-layer communication engagement and recognition programmes.

Employee Welfare and Policies Your Company has always been conscious topromote allround employee welfare. Environment Health and Safety (EHS) guidelines aredeployed to promote workplace health and safety and create a healthy environment.Regularly the policies are benchmarked with market standards and are upgraded as and whennecessary.

Some of the practices programmes policies and welfare measures thatwere put in place to demonstrate care and empathy towards employees during COVID arelisted below:

1. Safe Work Environment: Once operations restarted in factories afterlockdown the priority was to provide a safe work environment so that employees could workwithout any fear of their safety & well-being. Your Company started with providing forsocial distancing at assembly lines and canteen. Workstations were provided with glasspartitions to avoid direct contact. All the common touch points were studied and providedwith alternatives (Eg. Inhouse developed foot operated water coolers Foot operated doorsNo touch soap dispensers etc.).

2. 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.

3. Adoption of Technology to ensure social distancing norms: To drivethe new behaviours of maintaining the necessary distance in social interactions and toeffectively track close contacts in case of any infections significant investments weremade in implementing "MyShield" application through which tags with MyShieldinstrument were provided to all employees which gives an audio signal if any employeecomes in close contact with another person. It also enables contact tracing as and whenrequired.

4. Transportation facility for some factory employees:

Prior to COVID your Company was providing transportation facilities tofactory employees which required the employees to assemble at specific locations. To avoidany risk of travelling on public transport your Company has provided bus service to thosefactories employees by picking them up from their place of stay. Also to avoid closecontact the number of employees in each bus was limited to half the capacity.

5. Support to the local community: Your Company's factories are inindustrial estates with a large population of migrant labourers. During the initial daysof lockdown with limited availability of ration and transportation it was difficult forthem to procure daily supplies. Your Company tied up with the local NGOs in supplying thedaily essentials and the employees volunteered to ensure effective distribution of these.

6. Capability Building & Employee Wellness related programmes: YourCompany took the opportunity of lockdown to upskill its employees with a range of onlineprogrammes being made available to them. Learning management system "Degreed"with content curated on topics ranging from functional skills to employee wellnessincluding programmes like online yoga and meditation sessions was launched. Onlineprogrammes such as How to Keep Yourself Fit Do's & Don'ts during the PandemicMindfulness special talks by the doctors under "Ask the Doctor" series yogaWork-life balance how to be productive during "Work from Home" are continuouslyconducted. Your Company has also arranged an online medical facility for all the employeesand their families through the DocOnline one of the renowned companies in this field sothat employees can get their health concerns addressed virtually.

7. 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 singing competitions and special curated content on"Degreed" targeting the children of employees.

8. Support for employees affected by COVID:

Understanding the monetary and emotional drain on employees because ofCOVID-19 your Company took additional COVID-19 insurance for employees and their familymembers on top of regular medical insurance which was in place before COVID-19. Also forany employee who was affected by COVID-19 17 days of paid leave in addition to theirregular leave eligibility was provided. The Company also reimbursed expenses incurred forCOVID-19 tests for those employees who went for testing in private labs. The COVID-19Insurance Coverage Scheme Options at special rates was extended to our Dealers &Distributors at lesser than market price.

9. Revising the monthly compensation cycle: In March 2020 when thelockdown was imposed your Company took a call to pay salaries and incentives to employeesin advance so that they need not be worried on the financial front due to the suddenonset of lockdown. The same support has been extended to suppliers to keep the systemrunning.

10. COVID Heroes: Your Company also started a special "Rewards& Recognition" programme for the

employees for demonstrating exemplary Crompton behaviours in difficulttimes. They were recognised as "COVID-19 Heroes".

11. Adopting to new normal: Once the lockdown was eased your Companywas amongst the first organisations to re-start factories at all locations with all thenecessary precautions. However clear communication was given to employees to continueworking from home if their role did not require them to come to the office. The same wasmandated to those employees whose age put them at higher risk of infection. The salesteams who primarily work by extensive field visits adapted to the new normal by stayingconnected with business partners through regular telecalls and providing necessary supportremotely for their businesses to run effectively.

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 TalView 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-inclass capability in the area of Go-to-Market OperationalExcellence and Quality Brand and Portfolio Management and Innovation.

Your Company used the opportunity to develop Personal Leadership.During the crisis following unique initiatives were launched.

1. Service Excellence Certification Program - Your Company piloted theprogramme which aimed at improving the coaching skills of First Time Managers- Area SalesManagers (ASMs). The participants were trained on how to coach their employees. WhileCOVID

could delay the Sales there was no way to delay the service. It had tobe provided whenever a customer raised any complaint. This programme helped Service ASMsto coach Territory Managers (TMs) for resolving customer complaints with the same sense ofurgency. Seeing the success of this initiative your Company is now all set to deepen thisintervention further.

2. Design Thinking - Your Company had embarked on this journey lastyear mainly for Product Managers and Innovation Team. However COVID threw some uniquechallenges for Sales Team such as how to sustain revenues and address high-stress levelsamongst employees. That is where your Company decided to pilot design thinking even forSales Team so that they could address these challenges keeping the customer in the centre.

3. Taking Ownership for One's Development - Career developmentworkshops were conducted to sensitise employees on the importance of life-long learningand how they need to take charge of their own development. The employees also realizedthat they continuously need to up-skill/re-skill themselves if they need to stay relevant.50+ pathways on Degreed were curated and employees were nudged to refine their skillsthrough self-learning. This was a significant leap for your Company as traditionally onlyclassroom training was done. Hence there was huge consumption of selflearning modules onDegreed.

4. Crompton Leadership Program - With physical sessions no longerpossible the last phase of ongoing programme with IIM Lucknow for high-potentialemployees was completed remotely. This revealed an important opportunity that was notleveraged earlier. People became used to virtual learning. This helped to incorporatecoaching as an essential component of training design. With people spread over multiplelocations virtual coaching is far more practical to implement. Also based on the successof this initiative your Company was able to widen coverage in MDP programmes whilemanaging 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 taking suitableactions.

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 ten 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 and Mr. P. R. Ramesh are other Independent Directors. Ms. Shweta Jalan Mr.Sahil Dalal and Mr. Promeet Ghosh are Non-Executive Non-Independent Directors.

Mr. Mathew Job was appointed as an Additional Director designated asthe Executive Director & Chief Executive Officer by the Board of Directors on 22ndJanuary 2021 and Members of the Company vide special resolution passed through postalballot on 2nd May 2021 approved the appointment w.e.f. 22nd January 2021 for a period of5 years.

Mr. P. R. Ramesh (DIN: 01915274) was appointed as AdditionalIndependent Director of the Company by the Board on the recommendation of Nomination andRemuneration Committee w.e.f. 21st May 2021. Members' approval is sought for hisappointment as an Independent Director for a period of five years with effect from 21 stMay 2021.

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").

During financial year 2020-21 Mr. P. M. Murty and Mr.

D. Sundaram were re-appointed for second term as Independent Directorsw.e.f. 18th September 2020. Mr. H. M. Nerurkar was re-appointed as Independent Directorfor second term w.e.f. 25th January 2021. The Company did not appoint any new IndependentDirector on the Board of Directors during financial year 2020-21. Hence the opinion ofthe Board concerning integrity expertise and experience (including the proficiency) ofIndependent Directors is not required to be given.

Mr. Shantanu Khosla was re-appointed as the Managing Director of theCompany for next term of 5 years w.e.f. 1st January 2021.

Mr. Shantanu Khosla Managing Director & Ms. Shweta JalanNon-Executive Director are liable to retire by rotation. Mr. Shantanu Khosla beingeligible for re-appointment at the ensuing AGM of your Company has offered himself forre-appointment. His details as required under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are contained in the accompanying Notice convening theensuing AGM of your Company. Ms. Shweta Jalan has indicated that she is not desirous ofseeking re-appointment at the ensuing Annual General Meeting of the Company. Appropriateresolutions are included in the Notice of the ensuing Annual General Meeting.

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.

Your Board of Directors met eleven (11) times during the financial year2020-21. The details of the meetings and the attendance of the Directors are mentioned inthe 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 and ESG Committee. Thecomposition terms of reference number of meetings held and business transacted by theCommittees 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 wholeCommittees of the Board and individual Directors.

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 2020-21 the Company actioned the feedback from the Boardevaluation process conducted in 2019-20.

The Board noted the key improvement areas emerging from this exercisein 2020-21 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 for Prevention of Insider Trading and Code of Conduct applicable toDirectors and Senior Management Personnel. They are also updated on all business-relatedissues 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 athttps://www.crompton.co.in/wp-content/uploads/2019/07/Familiarization-Programme-for-FY-20-21.pdf.

SUBSIDIARY COMPANIES ASSOCIATES & JOINT VENTURES

Your Company has three wholly-owned subsidiaries which are as follows:

1. Pinnacles Lighting Project Private Limited (CIN:U74999MH2018PTC318891) was incorporated on 31st December 2018 to execute designmanufacture test supply O&M of LED Street Lights & Poles and other relatedworks for the implementation of Greenfield Street Lighting Project for 19 Urban LocalBodies (ULBs) in Odisha. This contract received from Government of Odisha Housing &Urban Development Department is on Public-Private Partnership (PPP) basis.

Total Revenue booked for the Financial Year ended 31st March 2021 wasRs 42.82 crore (including Rs 0.21 crore as other income). Profit after Tax was Rs 6.38crore as compared to a profit of Rs 1.01 crore in the previous year.

2. Nexustar Lighting Project Private Limited (CIN:U74999MH2019PTC318955) was incorporated on 2nd January 2019 to execute designmanufacture test supply O&M of LED Street Lights & Poles and other relatedworks for the implementation of Greenfield Street Lighting Project for 36 Urban LocalBodies (ULBs) in Odisha. This contract received from the Government of Odisha Housing& Urban Development Department is on Public-Private Partnership (PPP) basis.

Total Revenue for the Financial Year ended 31st March 2021 ended wasRs 38.24 crore (including Rs 0.19 crore as other income) and Profit After Tax was Rs 5.54crore as compared to a profit of Rs 0.09 crore in the previous year.

3. Crompton CSR Foundation (CIN:

U85300MH2019NPL324784) (CSR Unique

Identification No: CSR00001086) was incorporated under Section 8 of theCompanies Act 2013 (being a Company limited by guarantee not having share capital) on 1stMay 2019 primarily with an objective of undertaking/channelising the CSR activities ofthe Company. Crompton CSR Foundation is registered under Section 80G and Section 12A ofthe Income Tax Act 1961. Based on the Control assessment carried out by the Company thesame is not consolidated as per lnd AS 110.

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 at https://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 whichcan be accessed through weblink - https://www.crompton.co.in/media/Policy-on-RPT-CGCEL.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 Guarantees 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 31st March2021.

ENTERPRISE RISK MANAGEMENT

Your Company has established a robust risk management framework andprocess to ensure the achievement of its strategic objectives and sustainable goals. Theprocess 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.

The Board of Directors oversee your Company's Risk Management frameworkand process through Risk Management Committee. Audit Committee also has additionaloversight on Financial Risks and Controls. Your Company's Internal Management Audit teamassures the Board of Directors of the effectiveness of the process. Risk Councilcomprising the Senior Leadership team of your Company has been formulated that reviewsthe major risks identified by the business and the status of mitigation actions tosystematically address the risks on an ongoing basis.

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.

Key Risks identified by the Management and the status of actions takenare summarised below: External Risks

RISK ACTION PLAN
Fragile macroeconomic conditions and factors (like government policies impact of global/national events lower consumer spending etc.) could have an indirect impact on the consumer behaviour which in turn affect demand • Robust short medium long term planning process including a 5-year strategic plan with clear objectives related risks and defined mitigation plan.
• Annual operating plan with defined KPIs and monitoring.
• Monthly planning process.
• Comprehensive cost reduction plan (Unnati).
All the above enable a very agile response to changing situations.
Entry of global players with deep pockets in the Indian market (E.g. slowing of other economies could lead to possibility of dumping of products favourable FDI regulations) • Product initiatives of competition closely tracked and reviewed during monthly meetings with Business Heads.
• Entry of new players in the market is monitored through periodic field reports and market expert reports.

Strategic Risks

RISK ACTION PLAN
Ability to out-innovate competition • Competency built in businesses and central Research &
• Inability to have first-mover advantage due to poor speed of execution of the pipeline Development (R&D) to support industrial validation and project management.
• Technological changes and obsolescence in the absence of tracking technological trends and developing smart and connect products • R&D process being strengthened with robust New Product development (NPD) using the stage-gate approach.
• Centre of Competency created for IoT/Smart technology and
• Lack of a comprehensive product portfolio to meet the growth strategy Cost-Effective Product design.
• R&D Infra strengthening in progress across businesses and central R&D.
• Absence of a product pricing mechanism in line with competition demand etc.
• Introduction of more energy-efficient products Ability to commercialize new innovation Legacy culture posing a challenge to the desired Crompton culture Changes in material trends impacting business model cost and growth vision
• Provide feedback to managers through periodic Dipstick surveys & AI-enabled Employee Engagement tool to address gaps.
• Across Business Units substitute material trials are ongoing for various products. Material development is currently tracked in the New product development and Project Management meetings for cost-effective resources.
• Shift to usage of plastic from metals
• Availability of low-cost substitutes due to change in material trends
RISK ACTION PLAN
JioMart and similar platforms leading to consolidated • Collaborate with B2B platform providers.
buying by general trade • Explore experiment and scale-up D2C model through partnership with digital players.
• Focus on omnichannel strategy ensuring correct pricing strategy.
Increasing competitive intensity due to entry of new players and stepped up brand investment • Continued focus on cost efficiency to develop products at competitive prices.
• Expanding reach and improving product availability.
• Accelerating the pace of innovation and new product development.
• Step up investment in brand (significant higher spend on advertisement on radar and accelerated focus on digital media).

Supply Disruption

RISK ACTION PLAN
Impact of uncertain events (COVID-19 etc.) on imports of raw materials/finished good import restrictions owing to Geopolitical tensions (China) • Vendor broad basing done to make key SKUs available as per demand forecast and robust plans in progress to ensure minimizing gaps in small appliances/lighting supplies.
• Challenges of single source supplies to be tracked and business continuity plan to be defined for key products.
• Businesswise evaluation of indigenizing imports is in progress.
• Indigenous capacity set up for TPW Fans which were hitherto imported.
Disruption (fire strike etc.) at own factory or third-party vendor premises impacting production • Tier 2 Suppliers for key components/commodities identified and data compiled with spend analysis for immediate shift in case of disruption.
• Capacity planning and readiness at identified alternate vendors periodically reviewed.

Reputational Risk

RISK ACTION PLAN
Inability to attract customers due to lack of an aftersales service network to cater to remote areas • Service transformation project to be initiated in financial year 2021-22.
Poor customer retention due to product failure and consequence management • Make a roadmap to become Best-in-Class - to cover - People Process and Technology.
Substandard product quality leading to brand degradation • Incoming Quality Controls Test Bed Results Pre Dispatch Inspection and other Quality parameters are a part of the Quality Score of Project Delight. Progress status monitored and reviewed with Leadership team every month.
• Due to various initiatives undertaken approximately Rs 40 crore reduction in cost of poor quality "CoPQ" has been achieved this year.

Governance Risk - Compliance

RISK ACTION PLAN
Regulatory changes - Energy efficiency Standards & Performance Ratings and EPR • Cost-effective 1-star product platform design complete for Ceiling Fans and pilot in progress for implementation as per mandatory timeline using BLDC technology.
• BEE norms complied for Bulbs.
• While new BEE norms are not mandatory for Pumps we have achieved the norms in Radial flow pumps. For Mixed flow inhouse design competency being built and collaborating with IIT Mumbai for SRM technology.
Non-compliance to product safety laws and other industry-specific guidelines • Beacon the legal compliance tracking tool has been made more robust by validating all the key provisions and mandating supporting document upload for critical tasks.
Regulatory Risk - changes in government regulations requiring changes to business model which in turn may impact cost and growth
• Legal compliance training calendar rolled out and in progress.

Governance Risk - Sustainability

RISK ACTION PLAN
Sustainability - Increase in competition and change in consumer behaviour towards Sustainable products • Sustainability Checklist prepared includes key KPIs.
• Cost of poor quality reduction energy conservation reduction in distance of product movement and oriented actions are in progress.
• 9 units selected for pilot (5 CGCEL units and 4 key vendor units per PL).
• Gap assessment completed at all the units and observations closure in progress.

Operational Risk - Human Resources

RISK ACTION PLAN
Inability to achieve organization's goals due to absence of skill set • Introduced IT-enabled tool for customized development programme.
• Implemented quarterly governance mechanism of skill matching.
• Pilot project conducted to enhance Talent assessment with data.
RISK ACTION PLAN
Inability to curtail attrition and develop skill set • Driving committed Business Unit-specific Employee Engagement Action covering
- Recognition
- Continuous Performance discussion
- Manager coaching & conversation
- Work-life balance
• Career discussion
• Design thinking
• Drive Leadership Team level actions
• Drive engagement for Work From Home (WFH)
Absence of succession planning • Multi-layer calibration process adopted across all functions Business units and Regions.
• Launched Internal job portal process.
• Career discussion conducted with 450+ employees & Individual Development Plans prepared.

Operational Risk - Cyber Security

RISK ACTION PLAN
Unauthorized access to confidential data through exploiting vulnerabilities leakage of Company sensitive data/information • Extended the contract for VAPT (Vulnerability assessment and penetration testing) to include 33 IT Applications + 3 Locations + all firewalls + CISCO core switch. Project has been kickstarted in January 2021.
• SSO Portal is now active for all IT Applications in the project scope. It is live for all employees. SSO is now stabilized.
• A concept note on Privilege Management (Ph2 and Ph3 of SSO Project) is being prepared and to evaluate with the potential partners on project timelines and costs.
• Data risk protection assessment is in progress.
Leakage of Company sensitive data/information • Data Classification project kicked off.
• Basis the project recommendation next steps shall be initiated for Data security.
In absence of periodic assessment of Disaster recovery functioning of Disaster recovery site cannot be ascertained • Annual Data Centre (DC) Disaster recovery (DR) Drill for SAP has been successfully completed in January 2021 along with Finance.
• Preparation of list of IT Applications classifying them on impact to business and proposing DR for Critical Applications hosted on DC in progress.
• For Cloud Applications back-up and DR from Vendor side is being explored.

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 and procedures are aligned to theInternal control framework that ensures:

• Coverage of key processes that impact the reliability offinancial reporting

• Periodic Control testing to assure operational effectiveness

• Implementation of remedial measures arising out of testing

• Regular monitoring by Senior Management on the testeffectiveness

• 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 toquarterly Audit Committee meetings to discuss financial results two Audit Committeemeetings are held to review specific processes on the improvements in systems andoutcomes.

Continued Improvement initiatives and control 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 decisionmaking.

Your Company is also embarking 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.

The Certificate provided by the Executive Director & ChiefExecutive Officer and Chief Financial Officer in the Certification Section of the AnnualReport discusses 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 Research and Development team strives for best technology- basedsustainable product innovations with efficient product lifecycle including designdevelopment and manufacturing process.

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:

• This year saw the introduction of the SilentPro IoT a flagshipproduct into the silent fans category. It works with MyCrompton App.

• Silent Pro Enso Fan has received prestigious international IFDesign Award for 2021. This is one of its kind award where 67 jury members worldwideassess products from idea form function differentiation & impact standpoint beforeselecting a winner.

• SilentPro Enso SMART silent fan was launched with loT-enabledfeature. Company has invested into creating IoT capability & this was its firstsuccessful launch along with IoT-enabled LED bulb Immensa.

• Torpedo a new series in table-pedestal-wall fan offers superiorair delivery and high speed at a much lower operating noise level.

• Markle series a Designer range of ceiling fans operates at 55Watts power with superior aesthetics and Anti-dust feature.

• Surebreeze Style is a stylised fan with decals on the bladeswhich offer a low-cost decor option in the economy range of fans.

• Industry's first customisation idea through Decal technology(and after successfully piloted in many parts of India) launched in major markets whereconsumer gets customised Indian art designs on ceiling fan to enhance their decor.

• As part of continuous learning about unmet consumer need theCompany was able to touch base with various consumers as well interior decorators andarchitects and was able to successfully create CFM framework towards bringing new coloursand finishes to market. 30+ new trendy finishes like holographic colour gradients etc.were launched during the year.

• Decor Fans Catalogue 2020 - the launch of the premium bookletwas aimed at offering a unique immersive journey with 9 different Decor stories andconcepts to guide the consumer to make the right fan purchase basis their decorpreferences.

Pumps:

• Best in industry Openwell and Borewell agricultural pumps range"ULTIMA" and "MAGNA" launched with "Ultimate performanceUltimate reliability" and "Maximum performance Maximum reliability".

• To address today's consumer lifestyle needs and waterrequirement of high-rise buildings your Company launched Premium range of pumps"Mini Neo" with 2 years warranty for longer life. •

• To take care of varying site conditions as well as power supplyconditions your Company launched "Crompton Armor" range of highly advancedcontrol panel with all 1st in industry features. Armor control panel protects pump in caseof adverse site and power supply conditions and gives real peace of mind to consumers.

Appliances:

Your Company strengthened the portfolio of appliances withvarious newlaunches: -

• Water heaters - Rapid Jet + Arno Neo Series (5Star RatedProduct) Rapid Jet 6L & Juno 6L10L15L and Sol Aura 10L 15L & 25L SolariumQube Digi models. Strengthen Water Heater line up with launch of 6L category to fill theportfolio Gap.

• Air coolers - Optimus 65IoT (Smart Air cooler) Gale 60/90 LDesert cooler with new innovative polymer Material CMF upgradation of existing line-up.

• Mixer Grinder & Iron Category - Revamped line-up of MixerGrinder with launch of 9 products in various segments to strengthen portfolio. Launched 7new models for Iron Category with industry-leading features and performance.

• Small Domestic Appliances & Room Heaters - Launched acomplete range of Sandwich makers Grill Toaster Blenders and 3 room heaters to enter andexplore the opportunity of new market.

• All these products are meticulously designed with attractivecraftsmanship and packaging.

Lighting:

• Developed novel IoT dimming solution for street lightingapplication. This solution gives dimming capabilities to customers going for just feederlevel ON/OFF control of street lights which gives extra energy saving.

• Innovatively engineered aesthetically designed Higher wattagestreet light with Highway Optics. This is the first in-house optics design (Lens) streetlight which gives reduction in total cost of ownership by > 10%.

• Introduction of economical range of STAR LORD Downlighter andSTRIKO cabinet light are a good value proposition product in B2C.

• Introduction of FREELINE New Range of Node based Linear lightingin customised shaped (Hexa Penta Square etc.). This comes with electromechanicalconnectors for ease of installation and service. Elegant design with excellent engineeringfor modern interiors which gives 50% energy savings.

• R&D efforts also helped the Company in providing the best inindustry solutions to customers for various projects of national significance and inbagging major orders in GMR Dial Rajkote Smart City PNC Infra NHAI BDA Amazon 140LPWBatten to name a few.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

As required by the Companies Act 2013 read with the Companies(Accounts) Rules 2014 the relevant data pertaining to conservation of energy technologyabsorption and foreign exchange earnings and outgo is given in the prescribed format asAnnexure 3 to this Report.

ENVIRONMENT HEALTH & SAFETY (EHS)

A comprehensive EHS manual titled KAVACH 3.0 comprising the policiesprocedures and work instructions has been prepared. The previous existing KAVACH 2.0version was revised to 3.0 version in the financial year 2020-21. The EHS policy of theCompany has been revised wherein the KAVACH deployment to all the products and processeshas been committed. Apart from the scope change the current KAVACH manual also talksabout obligations with respect to Extended Producer Responsibility from e-waste andplastic waste handling and treatment point of view. Sustainability for a mutuallyinclusive growth along with the society where your Company operates is also addressed inKAVACH policy.

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. As mentioned above a policy on OccupationalHealth Safety and Environment is already in place. During the year your Company compliedand excelled with EMS 14001 implementation. Also all units successfully migrated fromOHSAS 18001 and got certified under ISO 45001 which is an important milestone in Safetyjourney of the organisation.

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

In spite of the challenging COVID situation EHS teams carried outSafety audits across CGCEL Manufacturing units namely: Baddi Fans Baddi Lighting BethoraFans Kundaim Fans and Vadodara Lighting and brought out opportunity areas for continualimprovement in Safety performance. Best practices were also identified highlighted andtaken for horizontal deployment.

At Goa and Ahmednagar Units third-party safety audit was carried outas per IS 14489 requirement of Factories Act 1948.

Closure of the observations is ensured by following PDCA cycle andtaking effective Corrective and Preventive Actions (CAPA) in reasonable timeframe. Theobservations are also shared amongst units for cross-learning and improvement. Learningsfrom other organisation incidents and taking preventive actions are also initiated as aproactive approach in ensuring safety performance.

A comprehensive EHS scorecard has been deployed across units and ismonitored every month for the performance and corrective preventive action are taken asappropriate. Meetings are conducted to promote crosslearning 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 standardise best practices. Safety-related performance isanalysed in a standardised 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 lakh MWh of energy savings has beenpossible from the production of energy-efficient star rated products supported by variousprocess improvement initiatives.

Another significant milestone achieved this year is the compliance withe-waste for fluorescent and other mercury containing lamps under Extended ProducerResponsibility (EPR) of CGCEL.

Reduction in energy consumption:

Heat loss of oven was arrested by running plant on alternate days with2 shifts at Bethora this has resulted in saving of 210 MWh.

Replacement of all shop floor & office conventional light fittingsby LED fittings at Ahmednagar pumps unit; saved 103 MWh in 2020-21 vs 2019-20.

Replaced 20 Nos. of 90 W streetlights with 35 W LED streetlights atboth Baddi Fan Units which has given a saving of 3.34 MWh in 2020-21.

Reduction in water consumption:

Installed Auto operating taps at Goa units which has saved water by 29%over last year. (In 2019-20 Water/ Employee was 3.63 KL in 2020-21 Water/Employee is2.6KL).

With STP in place at Goa units your Company was able to recycle 15%more water w.r.t. last year. In 2019-20: 3368 KL in 2020-21: 3876 KL.

Auto Water Dispenser on DMB line in Ahmednagar resulted into ~8 KLwater saving/year.

Maintenance of Canteen Waste Water Storage Tank at Ahmednagar doneresulting in increase in recycled water usage by 30 KL in 2020-21 with an annual savingspotential of about 150 KL.

Reduced water consumption by 10% compared to last year and saved 350 KLat Baddi lighting Unit by rectifying the water leakages & minimising the water forflushing & washing.

Hazardous waste reduction and management:

The Company's Bethora Fans factory has emphasised improving theefficiency of its manufacturing processes which resulted in the reduction of hazardouswaste generation by 5% from last year (6100 kgs to 5800 kgs in 2020-21).

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 200+ 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

are equipped with fire detection system to trigger a timely alarm incase of any fire incident.

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 and cross plant safetyaudits are conducted too. All actions and recommendations are being recorded evaluatedand acted upon 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:

• Cross plant safety audits.

• All Manufacturing plants were safely restarted after thelockdown - All safety protocols were identified checked and the units were restarted withZero incident.

• Post start-up of the plants COVID precautions were drafted andstrictly implemented to ensure the safety and health of all the people and their families.

• Visitor induction standard system developed and implemented atVadodara unit - Television and safety video provided in Visitor room.

• At Vadodara Chemical storage room Spill control kit flameproof lighting and Emergency door installed.

• Modified the Impeller balancing area layout for safe materialhandling and safe evacuation at Ahmednagar unit.

• Fire Fighter Certification training done at Vadodara.

• 50th National Safety day celebration done across units; carriedout various contests focussed on safety. Families were involved actively to the extentpossible in virtual mode in view of the current COVID situation.

• Kaizens implementation focussing on first aid injury reduction.

• Rewards and Recognitions of Safety practices from Externalforums: Goa unit received 4 awards from various prestigious forums this year inrecognition of its excellent safety practices and results. The awards are :

i. Gomanth Suraskha Puraskar award (Third Prize) for the secondconsecutive year

ii. Prashansapatra award from NSCI Safety Awards - in ManufacturingSector

iii. National Safety Award from Global Safety Summit 2021 in theConsumer Products Manufacturing Sector

iv. Greentech Safety award third time in a row.

Also Vadodara unit received Fame Excellence Platinum Safety Award 2020in Safety Excellence Category.

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 Vice President of Human Resources to ensureeffective implementation and strict adherence to COVID protocols. Some of the key measuresinclude temperature and oxygen level checking for employees at regular frequencypartition provision between workstations sanitisation of all touch points socialdistance markings automatic or foot operated water dispensers sanitisation pointscreation regular trainings tracking tracing isolation of employees with symptoms andsupport in terms of medical treatment etc.

An app named "My Shield" been deployed 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR) FRAMEWORK & VISION

Making A Difference ...

Your Company's Corporate Social Responsibility strategy is aligned toits business philosophy engages its stakeholders and protects the environment. Aptlynamed UJJVAL DEEP the CSR programme framework is both in line with the Company'slong-term commitment to build positive value for the communities as well as addressdevelopmental priorities as identified by the Companies Act 2013.

Drawn up on the basic principles of ‘Responsible Business' and‘Shared Value' the CSR programmes are focussed on the key areas mentioned below.Your Company's CSR strategy aims to provide youth with employable vocational and lifemanagement skills and contribute to water neutrality by participating in waterconservation initiatives.

Skill Health and Water Community Employee
Development Response to COVID Conservation Development Volunteering
OUR REACH
Water Projects
Palghar Maharashtra
Beed Maharashtra
Ahmednagar Maharashtra
Jalna Maharashtra
Skill Development
Solan Himachal Pradesh
Ahmednagar Maharashtra
Vadodara Gujarat
Coimbatore Tamil Nadu
Guwahati Assam
Bhubaneshwar Odisha
Palghar Maharashtra
Hyderabad Telangana
Rangpo Sikkim
Bundu Jharkhand

OUR PROGRAMMES DURING 2020-21 SKILL DEVELOPMENT

The skill training programmes are designed to provide youth anopportunity to earn a respectable livelihood. The theory and practical trainings arealigned to the National Skill Development Mission as well as the industry requirements.Assistance is extended to the youth to find placement in the companies as well as to setup their businesses.

ELECTRICAL AND PLUMBING TRADES

Your Company has collaborated with partners to run 9 centres across thecountry which provide vocational training in electrical and plumbing skills to the youth.During the 3-month training the youth are taught vocational skills provided hands-ontraining and trained in soft skills to build their confidence and make them ready to workin a professional work environment.

During the year 1090 youth were trained and 616 youth were placed injobs.

WIREMAN AND HOME APPLIANCE REPAIR PROGRAM

Your Company supports skilling of youth in Maharashtra in the field ofElectrical Wireman and repair of Home Appliances followed by placement andentrepreneurship assistance. The students participate in the Soch Ka Parivartan (AttitudeTransformation) module. This is designed to help students who come from different andoften tough backgrounds dealing with harsh problems build their self-esteem andconfidence and help them develop a positive attitude.

The project was initiated during financial year 2019-20 and targeted totrain 500 youth. During the year 68 youth were trained and 98 youth were placed fromthose trained during the current year and previous year.

SEWING MACHINE OPERATOR PROGRAM

Your Company supports skill training of women in the MarathwadaVidarbha and Palghar regions of Maharashtra to operate the sewing machine and stitch aswell as maintenance and upkeep of the sewing machine over a period of 3 months.

During the year 400 women completed their trainings and 270 of themhave been linked to livelihood opportunities so far.

HEALTH AND RESPONSE TO COVID-19

As a part of the commitment to rise to the occasion when the Nationneeds it the most your Company extended its support to Hospitals COVID Care Centre andthose impacted by pandemic like daily wage workers of Hospitals people living in slumsand rural areas. Crompton has also extended its support to front line workers workingrelentlessly to fight the pandemic.

SUPPORT TOWARDS AHMEDNAGAR FIRST PLATFORM

In Ahmednagar when the lockdown hit and the Civil Hospital wasstruggling to keep up with the number of patients a group of industrialists joined handsto form "Ahmednagar First Platform" to raise funds to support the Hospital. YourCompany supported by supplying PPE kits masks face shields and ventilators to theAhmednagar Civil Hospital. The Ahmednagar First Platform also donated masks and PPE kitsto policemen who were risking their lives and serving the Nation as well as arranged formeals and ration kits for migrant workers stranded due to the lockdown.

SUPPORT TOWARDS VENTILATORS AND OTHER HOSPITAL EQUIPMENT

Early on in April 2020 as we came to know more about COVID-19 and itsimpact on the human body it became abundantly clear that ventilators would be the gamechangers. COVID-19 was attacking the functioning of the lungs and hence it was felt thatpatients would need external assistance by moving breathable air into and out of thelungs. Till date your Company has provided a total of 20 ventilators to Grand PortHospital (Mumbai) Bharathi Hospital (Pune) and Ruby Hall Hospital (Pune). Your Companyhas also provided 30 oxygen cylinders to ESIC Katha hospital in Baddi.

In addition to the above oxygen facilities your Company has alsoprovided equipments critical for patient care such as ABG machines multipara monitorshigh flow nasal cannulas servo humidifiers and pulse oximeters.

At Crossroad Hospital in Vadodara your Company is currently supportingset up of a CR system and procurement of an ICU on wheels to cater to the patients. AtNorth District Hospital in Mapusa Goa your Company supported procurement of test kitsand refrigeration and AHU facilities.

At Tata Memorial Hospital your Company supported the import ofcritical equipment like ventilators oxygen concentrators and dialysis machine as well asprocurement of platelet agitator.

At Yusuf Meherally Centre multi para monitor microscope and equipmentcritical to provide eye surgeries to patients is being procured.

Through the above initiatives your Company was able to build thecapacity of hospitals across Maharashtra Gujarat Goa and Himachal Pradesh. Theseequipments will outlive the pandemic and provide care to patients throughout their life.

LTMG Hospital Mumbai

By June 2020 the COVID cases in Mumbai were on a steady increase andICU wards were functioning at 95-97% capacity with a constant fear that even a marginalincrease in the rate of increase of daily cases would mean non-availability of beds

for the critical patients. Your Company helped LTMG Sion Hospital setup a new ICU ward by providing basic essential equipment like hospital beds multi-paramonitors and syringe infusion pumps to cater to the growing number of patients.

Your Company also provided PPE kits to the doctors and nurses who wereworking overtime in ICU to make-up for their colleagues who had tested positive for COVIDdue to lack of PPE kits while constantly living with the fear that they would be the nextvictims of the virus.

"We extend our sincere thanks to your organisation for donatingPPE kits to the RMO (Resident Medical Doctors) of LTMG Hospital Sion Hospital for theCOVID-19 pandemic. These kits will be used by our residents working in fever ward;COVID-19 ICU and COVID suspect operation theatres."

TELE-ICU FACILITY IN GOVERNMENT HOSPITALS

It is estimated that about 5% of COVID patients require critical care.However there is a lack of Intensivists available to treat a large influx of COVID-19patients and often these patients need advanced therapy at a moment's notice. Suchcoordination and decentralisation of care is only possible if super specialists areconnected to as many beds as possible so that their skill and experience is maximallyutilised. Training large number of personnel takes months to years and is not a feasiblesolution in the short-to-medium term.

Your Company supported the tele-ICU facility in Osmanabad DistrictHospital and ESIS Hospital in Mumbai. Using technology platforms the patients areconnected to an off-site command centre with critical team care (intensivists and criticalcare nurses) through real-time audio video and electronic means. This helps non-criticalcare doctors/nurses to be on the bedside and provide care based on guidance from thecritical care healthcare professionals sitting at the command centre.

Under the programme your Company has supported 518 patients in boththe hospitals to access the tele-ICU facility.

COVID-19 RELIEF PROJECTS - SUPPORT TO COMMUNITIES

Distribution of meals to communities

In May 2020 when the virus and the lockdown was at its peak yourCompany supported distribution of free meals twice a day for a period of one month tofamilies in Vadodara. A total of 90000 meals were distributed to daily wage earnersmigrant workers homeless people unemployed and dependents in Vadodara to ensure theirwell-being.

The Company also supported distribution of meals to 25000 slumdwellers in Mumbai during the peak of lockdown.

DISTRIBUTION OF RATION KITS IN PONDA

In the Kundaim and Bethora villages of Goa one will largely find thefamilies of workers from various parts of the country who work in the nearby manufacturingfacilities. Your Company supported in distributing 1500 ration and vegetable packets tofamilies in Kundaim village. Each packet contained basic vegetables like onion potatocarrots and chillies. In Bethora ration kits containing rice wheat and dal to 700families were distributed.

DISTRIBUTION OF RATION AND HYGIENE KITS TO MIGRANT WORKERS RETURNINGHOME

The restriction on movement and the lack of jobs and money forcedmillions of unorganised and temporary workers migrant

workers and their families across the country to walk the long way backto their homes. Your Company supported a drive to distribute over 300 food and sanitationkits to those passing through Ahmednagar on their way to different parts of the countrylike Bihar Madhya Pradesh Chhattisgarh Uttar Pradesh and West Bengal.

MEALS TO COVID-19 PATIENTS

During the months of August 2020 and September 2020 Ahmednagar saw aspike in cases. The Ahmednagar District Council set-up a COVID care centre at theGovernment Polytechnic College with a capacity to serve 150 patients.

Your Company supported provision of 3 meals - breakfast lunch anddinner to the patients admitted in the centre. Over 27000 meals were served to 550patients during August 2020 and September 2020.

SUPPORT TOWARDS PROTECTIVE GEAR

St. Jude India Child Care Centres offer children undergoing cancertreatment a ‘home away from home' that provides a hygienic protective and nurturingenvironment. In light of the pandemic the children their parents the centre staff andother support workers were advised to use masks and gloves to prevent the spread of thevirus and ensure safety of the families.

Your Company extended its support to the work done by St Jude's bysponsoring masks and gloves for the children undergoing treatment their parents and thestaff at St Jude's for 8 months starting August 2020.

WATER CONSERVATION

Your Company's water conservation projects are focussed on reducing theimpact of natural calamities like droughts and making the village and communities watersecure. These programmes also lead to increased employment options within agriculture andallied activities for these communities.

Promotion of climate change adaption in drought-prone villages ofMaharashtra

During the year the Company supported the project to make 4drought-prone villages in the Ashti Block of Beed district in Maharashtra resilient toclimatic and non-climatic hazards and improving the quality of life for these communities.

Under the project soil and water conservation and resource developmentmeasures will be undertaken to increase the water availability locals will be trained insustainable agriculture development practices and awareness and capacity building will beundertaken for the key leaders. Lastly the project will work with women to create SHGsand promote health and nutrition.

Enriching land and water productivity through soil and waterconservation at Paregaon Khurd

During the year your Company supported the project to strengthen thewater resources for agricultural land development in Paregaon Khurd Ahmednagar. Theproject will work towards improving water capacity through rainwater harvesting engagingcommunities to improve water productivity and water use efficiency while building theirskills to manage land and water resources in a sustainable manner.

During the year your Company was able to complete repair of 2 earthennalla bund in the village.

COMMUNITY DEVELOPMENT

As a part of its commitment under "Responsible Business"your Company undertakes programmes for the benefit of the communities in and around ourbusiness areas.

Distribution of Happiness Boxes

Your Company supported distribution of Happiness Boxes of over 14000kits to children and their families as a substitute for the meals the children wouldhave had access to were they still in school. Each Happiness Box contained rationsupplies biscuits spices toiletries notebooks and stationery for 1 month.

Life skills and citizenship programme for students

Your Company has supported imparting of Citizenship Values and LifeSkills development programmes in schools and colleges to fill this gap.

During the year your Company supported the project to strengthen thewater resources for agricultural land development in Kauthadi village Ahmednagar. Theproject will work towards improving water capacity through rainwater harvesting engagingcommunities to improve water productivity and water use efficiency while building theirskills to manage land and water resources in a sustainable manner.

Online sessions were held in 15 schools where 1200 students weredivided into 34 groups to discuss critical citizenship skills especially in light of theCOVID-19 pandemic.

In colleges workshops were held on topics such as gender personalintegrity India's heritage and busting fake news. Your Company was able to reach 4930students in 5 cities and 46 colleges through these sessions.

CMCA also designed and distributed "My Happy Bags" to 750students in 9 government schools. These bags contained art and stationery material a toylike Rubik cube or top art paper for DIY crafts My Happy Book with 150 activities andsuggestions on various themes along with a weekly planner and cloth masks.

Your Company also supported in digitisation of Magic Cap Stories foreasier and higher reach to students. Short stories with a message and call to action weremade into short videos uploaded on public platforms. The link to these stories wasdistributed to the students through the schools

and teachers. Till date the stories have been viewed over 3500 timesby the students.

"Sessions were so interactive like we could speak our minds outhere and we even had the good fortune to be part of so many interesting activities. "

- Student from standard 7

"Thanks for giving me this opportunity to distribute the DiwaliGift (My Happy Bags) to our school's standard 7. Children were very much excited forgetting an amazing opportunity to meet their classmates & teachers in school after along duration of lockdown. They all were very happy to receive the Happy Bags which wasgiven by CMCA team. They all were in discipline and have put the mask on their mouth andwere also following the rules of social distancing & were also excited to see thegifts which were in their bags & have promised us that they will make the best use ofthe availed gift materials. Thank you team CMCA for taking efforts to make our childrenbecome good citizen of tomorrow!"

- Teacher at Guru Nanak High School Mumbai

Mobile Milk Bank

Your Company has supported setting up of a mobile human milk bank aservice which will aid in collection of excess from lactating mothers in communities andhospitals and deliver to Niloufer Hospital in Hyderabad Telangana where the milk will getpasteurized and distributed to neonates in need leading to a decrease in infant mortalityand morbidity.

EMPLOYEE VOLUNTEERING

The COVID-19 pandemic forced the world to move online - everyimaginable activity was being conducted virtually. However it is easy to question thereality of everything behind a screen.

Your Company launched a platform to help employees re-connect with oneanother as well as to partake in Crompton's CSR initiatives.

Under the first leg of the programme your Company committed toproviding two happiness boxes to children as substitute for the mid-day meals they weremissing due to the lockdown.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY

In view of the Government Directive to prevent and contain the spreadof COVID-19 and to ensure safety and wellbeing of employees and stakeholders theoperations of the Company at all the offices were closed as per the directives of therespective State Government/Central Government.

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations in thefuture.

Your Company launched the Fit Crompton Movement whereby employees werepaired in teams according to geography and were encouraged to walk run and workout toraise money for the Happiness Boxes. For every kilometre that the employee covered theCompany committed Rs 10 towards the Happiness Boxes. During the month of October 859employees participated in the Movement and raised Rs 7.59 lakhs which was spent towardsdistributing 1380 Happiness Boxes to children in Vadodara.

During the year under review the Corporate Social Responsibility(‘CSR') Policy was amended pursuant to the amendment of Section 135 of the CompaniesAct 2013 and the Companies (Corporate Social Responsibility) Rules 2014.

Your Company's CSR Policy statement and annual report on the CSRactivities undertaken during the financial year ended 31st March 2021 in accordance withSection 135 of the Companies Act 2013 and the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are annexed to this report as Annexure 4.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

M/s. KFin Technologies Private Limited (Formerly Karvy Fintech PrivateLimited) is the R&T Agent of the Company. Their contact details are mentioned in theReport on Corporate Governance.

PUBLIC DEPOSITS

No public deposits have been accepted or renewed by your Company duringthe financial year under review pursuant to the provisions of Section 73 and 74 of the Actread together with the Companies (Acceptance of Deposits) Rules 2014. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

AUDITORS

(a) Statutory Auditors:

The Company's Statutory Auditors M/s Sharp & Tannan CharteredAccountants who were appointed with your approval at the 2nd AGM for a period of fiveyears will complete their present term on conclusion of the ensuing 7th AGM of theCompany.

The Board on the recommendation of the Audit Committee recommendedfor the approval of the Members the appointment of M/s Sharp & Tannan CharteredAccountants (Firm Registration Number: 109982W) as the Auditors of the Company for asecond term of four years from the conclusion of the ensuing 7th AGM till the conclusionof the 11th AGM. On the recommendation of the Audit Committee the Board also recommendedfor the approval of the Members the remuneration of M/s Sharp & Tannan CharteredAccountants for the financial year 2021-22. Appropriate resolution seeking your approvalto the appointment and remuneration of M/s Sharp & Tannan Chartered Accountants asthe Statutory Auditors is appearing in the Notice convening the 7th Annual General Meetingof the Company.

The Company has received a consent letter and eligibility certificatefrom M/s Sharp & Tannan confirming that they are not disqualified from continuing asStatutory Auditors of the Company.

The Auditors have issued an unmodified opinion on audited financialstatements of the Company for the year ended 31st March 2021. The Report given by theAuditors on the financial statements of the Company is part of the Annual Report.

During the year under review there were no material or seriousinstances of fraud falling within the purview of Section 143 (12) of the Companies Act2013 and rules made thereunder by officers or employees reported by the StatutoryAuditors of the Company during the course of the audit conducted and therefore no detailsare required to be disclosed under Section 134 (3)(ca) of the Act.

(b) Cost Auditors:

Your Company is required to maintain cost accounting records asspecified under Section 148(1) of the

Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014 and have them audited every year and accordingly such accounts and recordsare made and maintained in the prescribed manner.

The Board at its meeting held on 21st May 2021 based on therecommendation of the Audit Committee approved the appointment of M/s. Ashwin Solanki& Associates Cost Accountants (Firm Registration Number: 100392) as the Cost Auditorsof the Company to conduct audit of the cost records of the Company for the financial year2021-22. A remuneration of Rs 5.50 lakhs plus applicable taxes and out-of-pocket expenseshas been fixed for the Cost Auditors subject to the ratification of such fees by theMembers at the ensuing AGM. Accordingly the matter relating to the ratification of theremuneration payable to the Cost Auditors for the financial year 2021-22 will be placed atthe ensuing AGM. Your Company has received consent and eligibility certificate from M/sAshwin Solanki & Associates.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board at its meeting held on 15th May 2020 based on the recommendation of theAudit Committee approved the appointment of M/s. Mehta and Mehta Practicing CompanySecretaries (ICSI Unique Code P1996MH007500) as the Secretarial Auditor to conduct auditof the secretarial records of the Company for the financial year 2020-21. The SecretarialAudit Report is annexed herewith as Annexure 5 to the Report.

Further pursuant to the aforesaid provisions and subject to thereceipt of consent letter received the Board of Directors have appointed M/s Parikh &Associates Practicing Company Secretaries (ICSI Unique Code P1988MH009800) as theSecretarial Auditor for the financial year 2021-22 in the meeting held on 21st May 2021.

Further the wholly-owned subsidiaries of the Company as mentionedabove are not material unlisted subsidiaries. Therefore the provisions regarding theSecretarial Audit as mentioned in Regulation

24A of the SEBI (Listing Obligations and Disclosure Requirements) 2015as amended do not apply to such subsidiaries.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act the Board at itsmeeting held on 15th May 2020 based on the recommendation of the Audit Committee hadapproved the appointment of M/s. Grant Thornton India LLP (Identity number AAA-7677) toconduct the internal audit of your Company for the financial year 2020-21.

M/s. Grant Thornton India LLP has been appointed as the InternalAuditors of your Company for the financial year 2021-22 to review various operations ofthe Company.

PARTICULARS OF EMPLOYEES

There are 16 employees who were in receipt of remuneration of not lessthan Rs 10200000/- if employed for the full year or not less than Rs 850000/- permonth if employed for any part of the year.

Disclosures concerning the remuneration of Directors KMPs andemployees as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given inAnnexure 6 to this Report. Your Directors affirm that the remuneration is as per theremuneration policy of the Company.

Details of employee remuneration as required under provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are available forinspection at the Registered Office of your Company during working hours. The AnnualReport and accounts are being sent to the shareholders excluding the aforesaid exhibit.Any member interested in obtaining such information may write to the Company Secretary atthe Registered Office of the Company.

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 is included in theAnnual 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 feedback

conducting investigations and taking disciplinary actions. It alsoprovides assurances and guidelines on confidentiality of the reporting process andprotection from reprisal to complainants. No personnel have been denied access to theAudit 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 and can be accessed at the weblink: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.

3 (Three) Whistle Blower complaints were received during the year2020-21 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.

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. for2020-21 and 2021-22.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act the Annual Return forthe financial year 2020-21 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-1and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

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 2020-21;

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.

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 : 24th June 2021 DIN: 00265887

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