Your Directors have pleasure in presenting the 61st Annual Report on the business andoperations of the Company together with the audited accounts for the financial year ended31st March 2022.
Financial Results and State of Company's Affairs
| || || || ||(INR in lacs) |
|Particulars ||Standalone ||Consolidated |
| || |
For the year ended
For the year ended
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Revenue from Operations ||599340 ||589989 ||619657 ||589989 |
|Other Income ||6162 ||8960 ||6330 ||8960 |
|Profit/loss before Depreciation Finance Costs || || || || |
|Exceptional items and Tax Expense ||45670 ||60858 ||47896 ||60858 |
|Less: Depreciation/ Amortization/ Impairment ||13628 ||14210 ||14746 ||14210 |
|Profit /loss before Finance Costs Exceptional || || || || |
|items and Tax Expense ||32042 ||46648 ||33150 ||46648 |
|Less: Finance Costs ||1472 ||1534 ||1587 ||1534 |
|Profit /loss before Exceptional items and Tax || || || || |
|Expense ||30570 ||45114 ||31563 ||45114 |
|Add/(less): Exceptional items (net) (Expense/Income) ||(211) || ||32459 || |
|Profit before share of profit of Joint Venture || || || || |
|and tax ||30359 ||45114 ||64022 ||45114 |
|Share of profit/(loss) of a Joint Venture || || ||1017 ||1856 |
|Profit before tax ||30359 ||45114 ||65039 ||46970 |
|Less: Tax Expense (Current & Deferred) ||8074 ||11787 ||8302 ||11787 |
|Profit /loss for the year (1) ||22285 ||33327 ||56737 ||35183 |
|Total Comprehensive Income/(loss) (2) ||(816) ||115 ||(818) ||114 |
|Total (1+2) ||21469 ||33442 ||55919 ||35297 |
|Attributable to: || || || || |
|- Owners of the parent ||- || ||55820 ||35297 |
|Balance of profit /loss for earlier years ||247084 ||219986 ||250599 ||221646 |
|Less: Transfer to Debenture Redemption Reserve ||- || ||- || |
|Less: Transfer to Reserves ||- || ||- || |
|Less: Dividend paid on Equity Shares ||6344 ||6344 ||6344 ||6344 |
|Less: Dividend paid on Preference Shares ||- || ||- || |
|Less: Dividend Distribution Tax ||- || ||- ||- |
|Balance carried forward ||262209 ||247084 ||300075 ||250599 |
Our Financial Performance Revenue
The Company achieved the highest ever consolidated revenue from operations of INR 6196Cr which was up by 5% vs previous year. Further the standalone revenue was up 1.6% vsprevious year. The increase in revenue was driven by cost based pricing actions executedduring the year and growth in mid & premium product categories. Our initiatives aroundproduct innovation distribution expansion and focus on driving extraction helped usdeliver a strong top line growth in a challenging external environment. Shipments werelower vs previous year in single digits primarily due to decline in entry segment productcategories of Direct Cool and Semi Automatic Washing Machine.
The Company achieved a consolidated Profit after tax of INR 567 Cr up by 61% vs LY(included a one off gain with Elica PB Whirlpool Kitchen Appliances Private Limitedacquisition of INR 324.6 Cr). Standalone Profit before tax was INR 222 Cr lower by 33% vsprevious year. This year was another challenging year in terms of Covid wave-2 low pentup demand rising input costs and supply chain disruptions. Your Company took periodicprice increases to protect margins and through its aggressive cost productivity actionsit reduced non-material costs vs previous year. These actions partly helped mitigate theinflationary impact on margins. The Company made appropriate product and channelinterventions during the year to ensure that it offer the right value proposition toconsumers. As a result of these actions the Company delivered a consolidated Profit aftertax of INR 567 Cr at 9.2% of Revenue from operations and Standalone Profit after tax ofINR 222 Cr at 3.7% of Revenue from operations.
The consolidated capital expenditure for the financial year ended 31st March 2022 wasINR 169 Cr and Standalone capital expenditure for the financial year ended 31st March 2022was INR 163 Cr. This was up by INR 62 Cr vs previous year. This is in line with ourcommitment to fund product innovation and capacity expansion to support our growthaspiration. During the financial year we acquired additional shareholding of 38.25% inElica PB Whirlpool Kitchen Appliances Private Limited for a consideration of INR 424 Crtaking our total shareholding to 87.25%.
Cash and Cash Equivalents
Consolidated Cash and Cash equivalents as at 31st March 2022 was INR 1610 Cr. Weensured strong liquidity in business by generating INR 97 Cr as cash from operatingactivities during the financial year. After the investments in capital expenditure of INR163 Cr and acquisition of additional stake in Elica PB Whirlpool Kitchen AppliancesPrivate Limited of INR 424 Cr there was net reduction of INR 450 Cr to the consolidatedcash and cash equivalents.
Key Financial Ratios
|Particular ||31 March 2022 ||31 March 2021 |
|Debtor Turnover ratio ||15.6 ||16.8 |
|Inventory Turnover ratio ||3.3 ||3.1 |
|Interest coverage ratio ||- ||- |
|Current Ratio ||2.0 ||2.1 |
|Debt Equity Ratio ||0.04 ||0.02 |
|Operating Profit margin ||4.3 ||6.4 |
|Net Profit Margin ||3.7 ||5.6 |
|Return on Net Worth ||7.5 ||11.8 |
There have been no material changes and commitments that affect the financial positionof the Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of this Report.
Our Operational Performance
The operations are exhaustively discussed in the 'Management Discussion and Analysis'detailed below.
MANAGEMENT DISCUSSION AND ANALYSIS Our Industry
The year 2021-22 had similarities with the preceding year but there were starkdifferences as well. Even though the pandemic continued to disrupt normal life throughoutthe year the consumers learnt to mould their lives around it. The lockdowns during Wave 2this year were much more localized and not as severe as those in Wave 1 and there was agradual return to normalcy once the wave subsided. The consumers having spent theprevious year confined to their homes recognized the importance of home appliances andthe value that they added in improving their quality of life. Comfort well-being andsafety of the family remained their key concerns and priorities.Thus there was an increasein demand for washing machines mid to large capacity refrigerators microwaves andemerging categories like dishwashers. There was however muted demand for products in entrysegments like single door refrigerators and semi-automatic washing machines. This wasprimarily due to the consumers in these segments getting impacted due to the rise ingeneral cost of living and hence choosing to defer discretionary purchases.
With 'Hybrid Workplaces' as the future and consumers spending more time at home thereis now an even greater emphasis on quality of life at home. Home renovations were high onthe agenda of our consumers last year and with that came investments in appliances withnot only the latest technologies but also premium aesthetics. There was a distinctpremiumization at play and consumers in this segment were willing to pay more forinnovation and design.
India has one of the lowest appliance penetration levels in the world. This combinedwith a powerful demographic dividend and a strong GDP growth is expected to driveincreasing adoption of appliances and a rapid sales growth in the coming years.
Our Business Performance in 2021-22
The pandemic has resulted in a fundamental shift in the relationship between consumersand home appliances. Appliances now play a heightened role in ensuring the well being andcomfort of the consumers and have now become an integral part of their lives.
Whirlpool as a brand exists to enable extraordinary care every day. And to helpdeliver extraordinary care we create extraordinary products. These products are designedwith intuitive technologies and innovations built with a very strong understanding of theunique requirements of the Indian consumers acquired over three decades that Whirlpool hasbeen in India.
In 2021-22 the Company introduced several new products with cutting edge technologiesand award winning designs to address the increasing demand for premium products. At thesame time the Company continued to nurture and grow its existing portfolio of productsthrough refreshes and feature upgrades.
With the intent of introducing the latest in refrigeration technology the Company haslaunched the W-Series range of premium 4 Door Quattro format refrigerators. Theserefrigerators open a new realm of possibilities with its sophisticated design spaciousinteriors and advanced refrigeration technology. With an award-winning design andimmaculate craftsmanship these stylish refrigerators add a touch of elegance to theconsumer's home. Powered by the state-of-the-art AI (Adaptive Intelligence) and TripleCooling Technology the refrigerator intuitively senses and adapts to changes in theambient environment and usage patterns to provide best-in-class cooling performance andlong-lasting freshness. A convergence of functionality and powerful performance W Seriesis a premium refrigerator for modern Indian families.
The IntelliFresh Pro range of Bottom Mount Refrigerators launched in 2020 are atestimony of Whirlpool's vision of providing products that are best in class inperformance avant garde in design and built with utmost care that cater to the evolvingneeds of our consumers. They have been a great success and have received high praise fromconsumers and our trade partners alike. Now the Company has further strengthened thisproduct range with the introduction of the Intellifresh Pro Convertible Range of BottomMount refrigerators. This next generation Convertible Technology comes with an intuitiveuser interface and easy to use 10 modes that adapt to your everyday requirements with justa simple touch. With lowest convert time of 23 min* the refrigerator helps to adjust asper the needs of the consumers.
As consumers keep seeking products with designs that blend seamlessly with theirinteriors the Company has launched the Neo Fresh Range of Glass Door Frost Freerefrigerators. This product range reflects Whirlpool's passion for design excellence andcraftsmanship to create product experiences that enhance and ease consumer lives. Taking acue from the evolving nature of consumer expectations and product preferences the rangecreates a mark for its attractive design and scratch resistant quality. A perfect fit formodern Indian homes these refrigerators come in multiple colors and capacities powerpacked with advanced technologies which give up to 12 days of garden freshness. Its 6thSense DeepFreeze Technology prevents cold air from escaping even when the freezer door isopened and its Microblock Technology prevents up to 99%* of bacterial growth in yourfruits and vegetables. The Vegetable Crisper with Honeycomb Moisture Lock-in Technologymaintains optimum moisture in the vegetables and the effective anti-odour action of ActiveDeo ensures that different odors don't mix with each other.
In the single door refrigerator segment the company has continued to focus and promoteits unique Intellifrost technology that removes the hassle of manual defrosting andelectronically manages the temperature and humidity inside to deliver long lastingfreshness upto 15 days*. With its best in class 5 Star energy efficiency and award winningdesign the Icemagic Pro range of single door refrigerators showcase the Company'scommitment to create meaningful innovations catering to consumers across different pricesegments.
With each passing wave of the pandemic the need for health hygiene and sanitizationhas got further reinforced. The Company is well poised to cater to this growing demandwith the widest range of washing machines with in-built heaters that are able to removeupto 99.9% of germs and allergens*. The Bloomwash Pro range of top load washing machinesalso have the unique 6 Stage washing process that removes upto 50 tough stains* withcustomised fabric care and deliver the higher energy efficiency rating.
Today consumers are extremely conscious about their health and well-being with foodplaying a major role.To cater to this emerging need the Company has launched the 29LMagiCook Pro Convection Microwave range which will not only cater to the evolving trendtowards healthier and conscious cooking but will also transform kitchen spaces. Withdistinctive and unique features like built-in air fryer Sanitization mode and Zero Wasterecipes these microwaves ovens will enhance the consumer's lifestyle with thebest-in-class technology. *Relevant statements in above paragraphs are based on lab testsdone on select models under standard test conditions and may vary depending on testingconditions and programs
Our International presence
Exports business saw a single digit decline against the previous financial year due tothe continued impact of Covid-19 in 2021-22. Markets like Nepal saw 49% growth despiterestrictions throughout the year. This was a result of the initiatives around networkrestructuring in Nepal which paid off. Sri Lanka business saw a decline of 56% owing tothe local economic crisis. To build traction for the brand the Company made continuedmarketing investments throughout the year in the form of digital marketing and print inidentified territories that helped increase the preference scores for the Company's brandwhile driving the positioning of the brand as global leader in technology helping inconstantly improving life at home.
For our Consumers we deliver value not only through innovative high quality productsbut also through differentiated service experiences that improve life at home.
Consumers have always been the key focus of the company and we continue to challengethe status quo keep a real time pulse on changing consumer preferences and rapidlyinnovate to redesign our consumer experience journeys that deliver a differentiatedconsumer experience. Driven by this thought we ensured that our customers do not face anyinconvenience and extended support wherever and however possible during the pandemic. Asone of the major players we are positioning ourselves at the forefront of the longer termshifts in consumer behavior that resulted from pandemic. Transformational work wasinitiated in the following areas of operation: Call Centre Service Network Technologyimplementation and Net Promoter Score (NPS) (an outside view KPI). Differentiated consumercall handling strategy was implemented in the call center with the launch of premiumdesk Top 20 city desk & CRM integration. Premium desk is a dedicated team of veryexperienced & tenured call center agents who handles critical consumer calls. Thepremium desk team owns the consumer till their resolution and satisfaction. We introducedthe industry first Video Installation assistance program. This initiative offers consumersan option of opting for virtual product demonstration / installation via a video call andprovides consumers an option of contact less service.
We continue to expand and strengthen our network presence across India. This year weset up direct service centers in 3 main locations Delhi Chennai and Bangalore. Theseservice centers are state of the art setup managed and operated by very experienced andseasoned service technicians. Each center has a dedicated training center. We believe thatthe first hand learning experiences from these operations will position us to deliver adifferentiated consumer experience.
In an age where technology brings everything to our fingertips we are finding newerways to reduce consumer effort improve consumer experience and enhance team'sproductivity. We undertook various initiatives like creating digital touch points"automating call registration process" through Website and WhatsApp (both forour consumers and trade partners) optimizing the CRM and making it fully integrated withcall center telephony software.
We remain focused on progressive expansion of our spare parts distribution networkacross the country and making progress in our service revenues.
Our sustained focus on the key initiatives in call center service network sparesparts availability and technology implementation has significantly helped us reduceescalations and improve our NPS scores year on year.
With experiences from the previous year we emerged wiser learning to live seamlesslywith the troughs and peaks of Covid's multiple waves. Ensuring people's safety businessgrowth and continuity remained important for us. It was the second wave in April-May 2021that struck the most lethal blow. Thousands of lives were lost in the country for want ofmedical aid as hospital beds and oxygen cylinders ran scarce. There was no better time tocome together as One Whirlpool step up the communication channels offer help to eachother and be humane while at the same time remain optimistic and leave no stoneunturned to meet whatever our customers expect us to serve to them.
Your Company came up with various support mechanisms to help employees and theirfamilies through these difficult times. Medical Support was provided by making OxygenConcentrators available to employees and their families in need. Employees were alsosupported with On Call Doctor facility (24X7). The Company also successfully conductedmultiple vaccination drives covering employees and their spouses across the organizationin various centers.
The Company also provided Financial support to the employees by enhancing the existingmedical policy with additional top up on the base medical policy. Facilities like loanagainst salary and medical non hospitalization expenses reimbursement (Corona KavachPolicy) were also provided for employees in need. Throughout this phase Mental Wellbeingwas very important as the employees were going through a lot of turmoil and to supportthem we offered 24x7 employee assistance programmes confidential access to counselorsand organized many activities and sessions on yoga mindfulness and self-awareness.
Though the pandemic brought in certain levels of anxiety with the external businessenvironment not looking very optimistic and fear of the disease lingering on theorganization did not lose focus on business growth and continuity. The Company focused onbuilding the right talent and embedding an enabling culture in the organization to supportthis ambition.
The blueprint for the Culture at Whirlpool is the Leadership Model. It sets thestandard for evaluating the performance/results and sets the expectations for growing as aleader. Various awareness sessions of the Whirlpool's Leadership Model were conducted.This ensured Leaders educate the organization and drive the change through dialoguesreflections and demonstration of Leadership behaviors that are critical to the success.Not only did the organization focus on building an agile talent workforce but alsodeveloped skills for core functional areas through the Emerging Leader program Arohan todevelop our Leaders of Tomorrow. The aim was to continue to hone the skills andcompetencies of our high potential talent to become Effective Enterprise Leadersdeveloping skills around Leading Self Leading Others and Leading the Organization.
In addition to Business Growth and Continuity the organization kept ensuring that theculture remains inclusive and engaged.The organization continued its efforts aroundbuilding an inclusive and diverse workforce. The team worked towards increasing therepresentation of women in our workforce through focused hiring efforts. An exemplaryexample of focused hiring was in the Sales function where women representation increasedfrom 2% to 9%. Another intervention in creating a gender diverse workplace was taken whilesetting up the Semi Automatic Washing Machine Line in the Faridabad Plant which is runentirely by an all women workforce. Whirlpool also provided the Women employees withmultiple coaching interventions "RePower" and "Step into your Being".RePower is a Coaching support program for Women transitioning back to work post maternityleave. A series of sessions take place and help provide a seamless transition whileproceeding on leave. "Step into your Being'' was conducted for the high potentialwomen talent with the objective of tapping into the resourcefulness of the individualsexpanding possibilities to fuel achievement and greater fulfillment. To create a sense ofbelonging the team also conducted a multitude of Inclusion Sessions on "Real TalkConversations" across the organization. Employees could openly dialogue and sharetheir experiences and take the right actions which would make others feel WelcomedValued Respected and Heard. Whirlpool of India was honored with 'India's Best Workplacesfor Women 2021 award.
The organization also ensured that the voice of the employees was heard. Quarterlyinternal pulse surveys (Glint) were conducted to listen to our employees and sense theirengagement levels and the results were consistent and encouraging. The same mood gotre-enforced by external survey results on engagement. Whirlpool of India was recognised byGreat Place to Work as India's Best Workplaces Manufacturing 2021. Whirlpool of India alsogot credited with the award of Best Employers India - 2021 by Kincentric. These awardsare a testament to the efforts taken by the organization.
Our World Class Manufacturing is a comprehensive methodology for improving productivityand quality and reducing losses in production systems through strong employee involvement.The implementation of real-time data and analytics along with artificial intelligence andconnectivity among equipment continues to make our manufacturing and distribution networkstronger delivering best-in-class operational excellence. Your Company had taken allCOVID protocols during the year at its factories for all its employees and workers.Further at all the three factories various initiatives were undertaken to enhance theoperational capacity by debottlenecking the existing set up with minimal capitalinvestment.
The said expansion will help the Company to maintain and strengthen its productportfolio. Ramp up of capacity as aforesaid is also likely to be supported by a demandgrowth will enable the Company to strengthen its position.
The safety of our workforce was always at the forefront. The Company took variousmeasures at its factories to prevent spread of covid notaby by taking the initiatives suchas temperature screening at entry & exit physical distancing provision at alllocation e.g. canteen officer & transport regular distribution of PPEs such as masksetc regular sanitization & disinfection staggered shifts & work from home asneeded regular awareness training health talks and visual display on Covid safety &prevention. Covid cases management including contact tracing deploying support for homequarantine & return to work Covid vaccination as per government guidelines & tieup with hospitals and Covid safety adherence audits & management reviews.
Our Security Systems
The Company uses information technology to improve the effectiveness of its operationsto interface with our customers consumers and employees to maintain the continuity ofits manufacturing operations and to maintain financial accuracy and efficiency. Furthercollection of data and processing of confidential or sensitive data is also done throughproper systems and softwares with security checks. The Company continued to invest indigital technologies such as platform capabilities Marketing Automation and Front-endSalesforce Automation to create improved customer experiences and aid in organizationalproductivity. The Company continuously endeavors to improve IT Security andInfrastructure.
Our Suppliers and Business Partners
During the given financial year the businesses generally faced multiple challengeswhich included unprecedented supply chain disruptions and material price escalations. Someof the key challenges include availability of semiconductor microchips connectors flatsteel and polymer resins aggravated by volatility in crude oil coking coal andinternational logistics. During these uncertain times your Company was able to maintaincomplete business continuity for its manufacturing units in India through sustainedsupplies from both local and international suppliers. This was enabled through proactiveplanning close working with the supplier partners and development of critical alternatesources. Accelerated strategic dual sourcing for all critical materials and componentshelped reduce single source dependencies on suppliers. In order to reduce currentgeopolitical risk on import supplies we continue to drive incremental localization anddevelop a competitive indigineous supply base.
ENTERPRISE RISK MANAGEMENT
Risk management is integral to your Company's long term goals and strategy. The Companybelieves that its success as an organisation depends on its ability to identify andexploit the opportunities generated by its business and the markets we operate in. Inpursuit of this we take an embedded approach to risk management which puts risk andopportunity assessment which is done periodically at various levels including RiskManagement Committee and Board. In terms of risk management policy the Company identifiesthe risk at the functional level and then collectively at the enterprise level.
While assessing the top risks for the Company both short and long-term risks areconsidered including how these risks are changing together with emerging risk areas.These are reviewed on an ongoing basis and discussed with the Risk Management Committeeand Board atleast once a year.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are regularly tested and certified byStatutory as well as Internal Auditors and cover all offices factories and other keybusiness areas of operations. Any significant audit observations and follow up actionsthereon are reported to the Audit Committee on a quarterly basis. The Audit Committeeconsisting of Independent Directors reviews important issues raised by the Internal andStatutory Auditors and deliberates on the remediation measures. Further the adequacy andeffectiveness of the Company's internal controls is also reviewed by the Audit Committeealong with monitoring of the implementation of audit recommendations including thoserelating to strengthening of the Company's risk management policies and systems.
The Company's internal financial control framework has been established in accordancewith the Committee of Sponsoring Organisation (COSO) framework and is in line withrequirements of the Companies Act 2013 ("the Act").
The Audit Committee meets the Company's Statutory Auditors to ascertain inter aliatheir views on the adequacy of internal control systems and keeps the Board of Directorsinformed of their major observations periodically. Based on its evaluation (as providedunder Section 177 of the Act and Clause 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations")) the AuditCommittee concluded that as on March 31 2022 the internal financial controls wereadequate and operating effectively.
Your Company recognizes that the Internal Financial Controls cannot provide absoluteassurance of achieving financial operational and compliance reporting objectives becauseof its inherent limitations. Also projections of any evaluation of the Internal FinancialControls to future periods are subject to the risk that the Internal Financial Controlsmay become inadequate because of changes in conditions or that the degree of compliancewith the policies or procedures may deteriorate. Accordingly regular audits and reviewprocesses ensure that such systems are reinforced on an ongoing basis.
This report contains statements referring to Company or Whirlpool that are nothistorical facts and are "forward-looking statements". These statements arebased on current projections about operations industry conditions financial conditionand liquidity. Words that identify forward looking statements include words such as"may" "could" "will" "should""possible" "plan" "predict" "forecast""potential" "anticipate" "estimate" "expect""project" "intend" "believe" "may impact""on track" "guarantee" "seek" and the negative of thesewords and words and terms of similar substance used in connection with any discussion offuture operating or financial performance. In addition any statements that refer toexpectations projections or other characterizations of future events or circumstancesincluding any underlying assumptions are forward-looking statements. Those statements arenot guarantees and are subject to risks uncertainties and assumptions that are difficultto predict. Therefore actual results could differ materially and adversely from theseforward-looking statements. Any futuristic statements in this Annual Report particularlythose that relate to the Management Discussion and Analysis describing the Company'sobjectives projections estimates and expectations may constitute 'forward lookingstatements' within the meaning of applicable laws and regulations. Although theexpectations are based on reasonable assumptions the actual results might differ.
The Board of Directors have recommended a final dividend of INR 5 per equity shareamounting to INR 634 Million for the financial year 2021-22. The dividend recommendationis in accordance with the Dividend Distribution Policy of the Company which is disclosedand the same is available on the Company's website www.whirlpoolindia.com/dividend policy.
In view of the changes made under the Income-tax Act 1961 by the Finance Act 2020dividends paid or distributed by the Company shall be taxable in the hands of theshareholders and accordingly payment will be made after deduction of tax at source ifapplicable.
The dividend on Equity Shares is subject to the approval of the Shareholders at the61st Annual General Meeting scheduled to be held on 15th July 2022. The Register ofMembers and Share Transfer Books of the Company will remain closed from 30th June 2022 to06th July 2022 (both days inclusive) for the purpose of payment of the dividend for thefinancial year ended 31 March 2022 and the Annual General Meeting.
Amount Transfer to Reserves
During the financial year there was no amount proposed to be transferred to theReserves.
The paid up capital of the Company as on 31st March 2022 was INR 12687.18 lacs.During the year under review the Company did not issue any class or category of sharesemployee stock options convertible securities and consequently there is no change in thecapital structure since the previous year.
Subsidiaries Joint Ventures or Associate Company
The Company during the financial year 2021-22 acquired additional equity shares of38.25% i.e. 1849268 additional equity shares in Elica PB Whirlpool Kitchen AppliancesPrivate Limited (formerly known as Elica PB India Private Limited) ("Elica PBIndia") and now holds 87.25% stake in Elica India.
With this additional investment by your Company Elica PB India became the subsidiaryof the Company with effect from 29th September 2021.
Elica PB India has its manufacturing facility situated at Pune and distributes kitchenappliances such as kitchen hoods hobs built in ovens built in microwave ovensdishwashers barbeque fryers etc across the country. Elica PB India reported a turnover ofINR 374.93 crores and profit before tax of INR 57.57 crores in 2021-22 as compared to INR309.07 crores and INR 62.07 crores respectively in the previous year resulting in arevenue growth of 21.3% this year. The investment is aligned with the Company's strategyof expanding cooking and built in business.
As per the requirements of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of joint venture/ and associate company in prescribedForm No. AOC-1 is attached to the financial statements of the Company.
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on theCompany's website at www.whirlpoolindia.com
During the Financial Year 2021-22 6 (six) Board meetings were held. Details of thesame are available in the section 'Meetings of the Board of Directors' in the CorporateGovernance Report.
Board of Directors and Key Managerial Personnel
The following have been designated as the Key Managerial Personnel of the Companypursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014: (a) Mr. Vishal Bhola - ManagingDirector (b) Mr. Arumalla Hari Bhavanaryana Reddy - Executive Director (c) Mr. Aditya Jain- Chief Financial Officer (d) Ms. Roopali Singh - Compliance Officer and Company SecretaryMr. Arvind Uppal Chairman of the Board was appointed as Independent Director with effectfrom 17th August 2021. Except this no other change was made in the Board and KeyManagerial Personnel. All the Independent Directors of your Company have submitted thedeclaration confirming that they meet the criteria of independence as prescribed inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as IndependentDirectors of the Company. Further the Independent Directors of the Company have confirmedcompliance of relevant provisions of Rule 6 of the Companies (Appointments andQualifications of Directors) Rules 2014 and with the Code for Independent Directorsprescribed in Schedule IV to the Act. The Board is of the opinion that the IndependentDirectors of the Company possess requisite qualifications experience and expertise andhold highest standards of integrity. The details of the familiarisation programmes for theIndependent Directors are available on the website of the Company atwww.whirlpoolindia.com/familiarisation program.
Based on the recommendations of Nomination and Remuneration Committee it has beenproposed to reappoint Mr. Reddy for a period commencing from 2nd February 2023 to 31stAugust 2024 as an Executive Director. The Company seeks the approval of the shareholdersin the ensuing Annual General Meeting. In accordance with the provisions of the Act andthe Article 115 of Article of Association of the Company Mr. Vishal Bhola retires byrotation and being eligible offers himself for re-appointment. The resolution seekingshareholders' approval for his re-appointment along with other required details forms partof the Notice.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that: a. In the preparation of the annual accounts theapplicable accounting standards had been followed and that no material departures havebeen made from the same; b. They have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; c. They havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance of the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d. The have prepared theannual accounts on a going concern basis; e. They have laid down internal financialcontrols for the Company and such internal financial controls are adequate and operatingeffectively; and f. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for key managerial personnel and other employees forms part of the CorporateGovernance Report of this Annual Report.
PERFORMANCE EVALUATION OF DIRECTORS
Pursuant to the provisions of the Act and the SEBI Listing Regulations the Board hascarried out an annual evaluation of its own performance and that of its Committees as wellas performance of all the Directors individually including Independent DirectorsChairman of the Board.
Responses of the Directors were sought by way of a structured questionnaire coveringvarious aspects of the Board's and Committee's functioning such as adequacyeffectiveness diversity etc of the Board and on the structure composition of Committeesattendance participation fulfillment of the functions etc. The evaluation was carriedout based on the feedback received.
RELATED PARTY DISCLOSURES
During the year under review SEBI has amended the framework of Related PartyTransaction effective from 01st April 2022. In line with the said amendment the Companyhas revised the policy on recommendations from the Audit Committee. The Board of Directorsof the Company have approved the criteria to grant omnibus approval by the Audit Committeewithin the overall framework of the policy on related party transactions. Prior omnibusapproval is obtained for related party transactions which are of repetitive nature andentered in the ordinary course of business and at arm's length.
The Related Party Transactions during the financial year ended 31st March 2022 werereviewed and approved by the Audit Committee and were also placed before the Board. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other related parties which may have apotential conflict with the interest of the Company at large. Particulars of contracts orarrangements with related parties referred to in sub-section (1) of section 188 in theprescribed form (Form AOC-2) is attached as Annexure - C.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Act form part of thenotes to the financial statements provided in this Annual Report.
As on 31st March 2022 the Audit Committee comprises 4 (Four) Non-ExecutiveIndependent Directors namely Mr. Rahul Bhatnagar Mr. Arvind Uppal Mrs. Sonu Bhasin andMr. Pradeep Banerjee. Powers and role of the Audit Committee are included in the CorporateGovernance Report. All the recommendations made by the Audit Committee were accepted bythe Board of Directors.
Mr. Rahul Bhatnagar Chairman of the Committee has adequate financial and accountingknowledge. The permanent invitees to the meetings are Chief Financial Officer InternalAuditor and the Statutory Auditors of the Company. It is a practice of the Committee toextend an invitation to the Managing Director and Cost Auditor to attend the meeting asand when required.
Ms. Roopali Singh Company Secretary acts as Secretary of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
In terms of Section 135 of the Act read with Companies (Corporate Social ResponsibilityPolicy) Rules 2014 as amended ("CSR Rules") and in accordance with the CSRPolicy during the financial year 2021-22 your Company has spent two percent of theaverage net profits of your Company during the three immediately preceding financialyears. The Company's Skill Development Program under CSR was assessed by an independentagency and the impact assessment report forms part of the CSR report of this AnnualReport.
The activities undertaken by the Company are available on Company's website:www.whirlpool india.com and further details of the CSR activities are contained inAnnexure - D forming part of this Report.
During the year under review Mr. Arvind Uppal being an Independent Director wasappointed as a member of the Risk Management Committee. This Risk Management Committee(RMC) assesses the risk in different areas of operations along with actions associated tomitigate the risks. The RMC on a timely basis informed members of the board of directorsabout risk assessment and minimization procedures. The details of the Risk ManagementCommittee are included in the Corporate Governance Report which forms part of this Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Vigil Mechanism as envisaged in the Act the Rules prescribed thereunder and theSEBI Listing Regulations is implemented through the Company's Code of Conduct/IntegrityManual to enable the Directors employees and all stakeholders of the Company to reportgenuine concerns to provide for adequate safeguards against victimisation of persons whouse such mechanism and make provision for direct access to the Chairman of the AuditCommittee. The Company has established a vigil mechanism through which directorsemployees and business associates may report unethical behavior malpractices wrongfulconduct fraud violation of Company's Code of Conduct/Integrity Manual etc without fearof reprisal.
The complaints if any are reported to the Audit Committee and no personnel has beendenied access to the Audit Committee. The Company has scheduled various training sessionsand certification courses for its employees from time to time to sensitise them on theavailability and accessibility of the mechanism. Further information on the subject can bereferred to in section 'Other Disclosures - Integrity Manual/Whistle Blower Policy/VigilMechanism' of the Corporate Governance Report and on Company's website:www.whirlpoolindia.com
AUDITORS AND AUDITORS' REPORT Statutory Auditors
The Company's Auditors M/s MSKA & Associates (ICAI Firm Registration No.:105047W) Chartered Accountants who were appointed with your approval at the 56th AnnualGeneral Meeting (AGM) for a period of five years will complete their presentterm on conclusion of the ensuing 61st AGM of the Company. The Board on therecommendation of the Audit Committee recommended for the approval of the Members theappointment and the remuneration of M/s. S.R. Batliboi & Co. LLP (Firm RegistrationNo.301003E/E300005) Chartered Accountants as the Auditors of the Company for a period offive years from the conclusion of the ensuing 61st AGM till the conclusion of the 66th AGMto be held in the year 2027.
Appropriate resolution seeking your approval to the appointment and remuneration of theStatutory Auditors is appearing in the Notice convening the 61st AGM of the Company.
The statutory auditors have confirmed that they satisfy the independence andeligibility criteria required under the Act.
Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) aPracticing Company Secretary was appointed as Secretarial Auditors of the Company for thefinancial year 2021-22 pursuant to section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial AuditReport submitted by them in the prescribed form MR- 3 is attached as 'Annexure - E' tothis Report. There are no qualifications or observations or adverse remarks or disclaimerof the Secretarial Auditors in the Report issued by them for the financial year 2021-22which call for any explanation from the Board of Directors.
Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) aPracticing Company Secretary has been re-appointed to conduct the Secretarial Audit ofthe Company for the financial year 2022-23.
The Company has received their written consent that the appointment is in accordancewith the applicable provisions of the Act and rules framed thereunder. They have confirmedthat they are eligible for the said appointment.
Pursuant to the provisions of Section 141 read with Section 148 of the Act and Rulesmade thereunder M/s R. J. Goel & Co. Cost Accountants (Firm Registration No.: 00026)were reappointed as the Cost Auditors of the Company for the financial year ending 31stMarch 2022 to conduct cost audit of the accounts maintained by the Company in respect ofthe various products prescribed under the applicable Cost Audit Rules.
The remuneration of Cost Auditors has been approved by the Board of Directors on therecommendation of the Audit Committee. The requisite resolution for approval ofremuneration of Cost Auditors by members of the Company has been set out in the Notice ofthe ensuing Annual General Meeting. Further on the recommendation of the Audit Committeethe Board of Directors have also reappointed them as Cost Auditors for financial year2022-23 to conduct cost audit of the accounts maintained by the Company in respect of thevarious products prescribed under the applicable Cost Audit Rules.
The Cost Audit Report for the financial year 2020-21 issued by M/s R. J. Goel &Co. Cost Auditors in respect of the various products prescribed under Cost Audit Ruleswas filed with the Ministry of Corporate Affairs (MCA) during the year.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year your Company has complied with applicable Secretarial Standards i.e.SS-1 and SS-2 relating to "Meetings of the Board of Directors" and"General Meetings" respectively.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of the provisions of Section 124 and 125 of the Act read with the provisionsof Investor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules2001 since the Company has not completed seven years of declaration of dividend therewas no unclaimed amount or shares during the financial year that were required to betransferred to the Investor Education and Protection Fund (IEPF) established by CentralGovernment. The Company has appointed a Nodal Officer under the provisions of IEPF thedetails of which are available on the website of the Company at www.whirlpoolindia.comunder Investor's section.
LISTING OF SHARES
The Company's equity shares are listed on the National Stock Exchange of India Limited(NSE) and BSE Limited (BSE).
Your Company upholds the standards of governance and is compliant with the CorporateGovernance provisions as stipulated under SEBI Listing Regulations. A report on CorporateGovernance is annexed as Annexure - A and forms part of Annual Report along withCompliance Certificate issued by Statutory Auditors is enclosed as part of CorporateGovernance Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars with respect to Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo as prescribed under Sub-section (3)(m) of Section 134of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 are annexed asAnnexure -F to the Board's report.
PARTICULARS OF EMPLOYEES
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014('Rules') is appended as Annexure-G to the Report. The information as per Rule 5 of theRules forms part of this Report. However as per second proviso to Section 136(1) of theAct and second proviso of Rule 5 of the Rules the Report and Financial Statements arebeing sent to the Members of the Company excluding the statement of particulars ofemployees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of thesaid statement may write to the Company Secretary at the Registered Office of the Company.
The Annual Return as required under Section 92 and Section 134 of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 is available on theCompany's website at www.whirlpoolindia.com.
During the Financial Year 2021-22 your Company has not accepted any public deposits interms of Chapter V of the Act.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impacts the going concern status and Company's operations in future.
BUSINESS RESPONSIBILITY REPORT
In terms of the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations areport on Business Responsibility Report as stipulated under Regulation 34(2)(f) of theSEBI Listing Regulations forms part of this Annual Report in the format prescribed by SEBIand is annexed herewith as Annexure - H.
ACKNOWLEDGMENT AND APPRECIATION
Your Directors place on record their deep appreciation to all its stakeholdersincluding employees at all levels for their hard work dedication and commitment inparticular during this unprecedented year. The enthusiasm and unstinting efforts of allthe employees and workers have enabled the Company to maintain its position. The Boardplaces on record its appreciation for the support and cooperation your Company has beenreceiving from its suppliers distributors business partners and others associated withit as its trading partners. Your Company looks upon them as partners in its progress.
Your Directors also take this opportunity to thank and appreciate the efforts ofShareholders Vendors Banks Stock Exchanges Government and Regulatory Authorities andlook forward to their continued support.
| ||For and on behalf of the Board of Directors || |
|Place of signature : Gurugram Haryana ||Arvind Uppal ||Vishal Bhola |
|Date : May 25 2022 ||Chairman ||Managing Director |
| ||DIN: 00104992 ||DIN: 08668079 |