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Whirlpool of India Ltd.

BSE: 500238 Sector: Consumer
NSE: WHIRLPOOL ISIN Code: INE716A01013
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OPEN 1421.00
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VOLUME 1267
52-Week high 1858.85
52-Week low 1248.00
P/E 46.09
Mkt Cap.(Rs cr) 17,830
Buy Price 1407.40
Buy Qty 7.00
Sell Price 1413.75
Sell Qty 5.00
OPEN 1421.00
CLOSE 1421.05
VOLUME 1267
52-Week high 1858.85
52-Week low 1248.00
P/E 46.09
Mkt Cap.(Rs cr) 17,830
Buy Price 1407.40
Buy Qty 7.00
Sell Price 1413.75
Sell Qty 5.00

Whirlpool of India Ltd. (WHIRLPOOL) - Director Report

Company director report

Your Directors have pleasure in presenting the 57th Annual Report on thebusiness and operations of the Company together with the audited accounts for thefinancial year ended 31st March 2018.

Financial Results

(INR in lacs)
Particulars For the year ended
31 March 2018 31 March 2017
Income from operations 498583 436038
Other Income 8672 7299
Profit/(Loss) before Interest Depreciation Extraordinary items & Tax 64673 56183
Interest (439) (589)
Depreciation (10151) (8746)
Profit/(Loss) for the year 54082 46848
Provision for Tax (including deferred tax and wealth tax) (19015) (15799)
Net Profit/(Loss) for the year 35067 31049
Other comprehensive income (279) (241)
Net Profit/(Loss) for the year after comprehensive income 34788 30808
Dividend and Dividend Distribution Tax (4582) -
Credit/(Debit) Balance B/F from previous year 115968 85160
Profit available for appropriation 146174 115968
Surplus/(Deficit) carried to Balance Sheet 146174 115968

Performance of the Company

The year 2017-18 was another year of improved operating performance & financialgrowth. The revenue from operations during the financial year 2017-18 increased by 14.3%over previous year. Profit after tax show an improvement of 12.9% over previous year.

Dividend

Your Directors recommend payment of a dividend at the rate of INR 4/- per share for theyear ended 31st March 2018 on 126871830 equity shares of INR 10/- each.

Share Capital

The paid up capital of the Company as on 31st March 2018 was INR 12687.18lacs. During the year under review the Company did not issue any class or category ofshares Employee Stock Options Convertible securities and consequently there is no changein the capital structure since previous year.

Subsidiaries Joint Ventures or Associate Companies

The Company does not have any subsidiary joint venture or associate Company during theperiod of reporting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

As required under the SEBI (LODR) Regulations 2015 MD&A is enclosed as Annexure- A and is part of this Report.

SALES & MARKETING

During the year under review industry growth was driven by urban markets. Categorypenetration expanded beyond the major metros as the trickle-down effect of variousGovernment initiatives is beginning to show in demand pick up. Roll out of GST created abrief period of uncertainty with distribution and trade partners looking to liquidateinventories through lucrative consumer offers. In Company's view any large scalestructural change of this scale is bound to have teething troubles. We are confident thatthis is a step in the right direction for the economy as a whole and will yield greatbenefits in terms of ease of doing business and simplifying the supply chain.

During the year the Company started to reap benefits of the new global productdevelopment team as it kick started a new era of product development by leveragingworldwide R&D capabilities. Few of the notable product launches were:

1. Launch of the all new VitaMagic range - a revolution in the Direct Cool refrigeratorcategory with a perfect blend of European Design and 6th Sense VitamagicTechnology. The intuitive sensor based IntelliFrost Technology is designed as a cross overbetween Direct Cool and Frost Free categories.

2. Whirlpool strengthened its footprint in the premium Frost Free refrigerator segmentwith the launch of Intellifresh range available in 440 465 & 500 litres.Consumer-Inspired Innovations like the 6th Sense IntelliSensor TechnologyAdapta shelves Sealfresh Technology furthered strengthened our equity in ensuring classleading freshness across our refrigerator range. The premium range has won the prestigious"India Design Mark" award for 2018.

3. Strengthening our differentiated offering in 3 door refrigerators Protton WorldSeries Refrigerator now offers experience of up to 2X Freshness. Its unique 3 Door formatwhich comes with 6th Sense Active Fresh Technology provides industry leadingstorage space better cooling retention and prevents odour mixing so that food can stayfresh for longer.

4. In the Front Load Washing Machine Category Whirlpool has expanded the successfulEuropean Supreme Care range with the launch of Fresh Care range with Steam Technology tocreate an identity in the mass premium segment.

5. Semi automatic witnessed an exceptional year. Whirlpool launched the all-new ACE XLseries with 3D Scrub Technology in larger capacities. The ACE XL series is a beautifulamalgamation of aesthetics and power; making this machine a powerhouse of washing.

6. Jet C Range of Convection Microwave ovens focused on addressing the need for healthycooking options by introducing to cook fried food in near ‘Zero Oil' with crisping injust 2 minutes. This innovative range of microwaves is a modern blend of European designand intuitive 6th Sense Technology.

7. With recent increase in air pollution and concerns around healthy home environmentsWhirlpool took the Air Conditioners category one step ahead with the launch of 3D CoolPurafresh Inverter Air Conditioner - India's first Air Conditioner with a stand-alonepurifier and purification level of PM 0.3.

INTERNATIONAL BUSINESS

The Company's Export Volumes grew by approx 16% over previous year. During the yearunder review revenue growth was lower as compared to last year and margins faced someheadwinds due to the appreciating Rupee for most part of the year. Nevertheless theCompany undertook several initiatives during the year to increase its export.

With its Laundry appliance range the Company was able to make significant inroads inthe hitherto untapped African markets SouthAfrica and Morocco in particular. The Companyregistered healthy business growth across product category in several other markets likePhilippines Srilanka Bangladesh and Nepal. With a focus on Indian sub-continent theCompany set up a liaison office in Nepal. The Directors are hopeful that with feet on theground the Company will be able to make shining inroads.

Overall Company's International Business aided by structural changes in its businessmodel is poised to enter a steeper growth trajectory.

CONSUMER SERVICES

In the year under review the Company continued to make significant progress onexecuting its well laid down Service Strategy.

Company focuses on the following key Deliverables

- Deliver best–in–class service through differentiated service experience -"Branded Service"

- Create accessibility & visibility of Whirlpool genuine spare parts in the aftersales market.

We continued to focus on developing our execution capabilities to provide our consumerwith great service experience. To position Service as a differentiator as a competitiveadvantage we introduced Differential Service Model which not only helped us in improvingcustomer satisfaction it also resulted in visible reduction in escalation and improvedService KPI's. Differential service experience is all about understanding the consumerservice needs for different product categories like Direct cool Frost

Free MWO RO AC Washing machines etc & trying to offer them the right servicesolution thereby providing them with great service experience.

Training development & engagement of service partners & service technician iscore to our operating philosophy as we believe that a highly trained & motivatedservice technician is the key to drive better customer satisfaction. We recently launched& introduced our first real time digital training studio. This state of the artdigital training studio has capability of connecting our service network and servicetechnicians from anywhere in the country through a video call & we can impart realtime product training. This facility will help us drive high level of trainings andengagement.

Our Service Business continues to grow through both our Service Partner Network &Spares Parts Distribution channel.

PEOPLE EXCELLENCE – OUR COMPETITIVE ADVANTAGE

2017-18 witnessed continued growth in business performance despite uncertaintiesrelated to GST at the start of the year and is indicated by our improved numbers acrossall key metrics - volume revenue and EBIT. This was achieved through excellence inexecution at all levels and the entire organization coming together as ‘OneWhirlpool'.

In HR function we continued our focus on all 3 pillars of People Excellence throughinitiatives such as building a more agile customer facing front-end organizationfunctional & people manager capability interventions taking Leadership Model to thenext level and many more high impact interventions. A closer look of some of the keyinterventions are:

Functional Capability Development Journeys

Functional Excellence focused on developing key functional and professional skillsenabling employees to enhance their performance. Customized learning journeys were chartedand implemented for each function to ensure greater alignment with business needs andcustomized learning solutions.

Below mentioned are some high impact interventions designed for various functions toenable them to meet their business objectives:

1. Service- iBelieve

2. New Business Unit: Journey to Effectiveness

3. Global Strategic Sourcing (GSS) - Learning Journey

4. Sales Function- iGrow (Assessment and Development)

5. Human Resource: ‘Be The Lighthouse'

6. ‘Partner' Development- Retail Executive Development

7. My Inner Compass - Marketing

Managerial Excellence - Whirlpool People Manager Certification Program

We believe that people managers play a pivotal role in developing individuals andeffectively aligning them to the organizational objectives. Taking a step further tosharpen the managerial capability of our people managers a 6 months long customizedlearning journey was created in house to build people process knowledge and essentialmanagerial skills. The objective of the intervention was to develop key managerial skillsand partner in their professional & personal growth.

Leveraging University Hiring for building a future pipeline

We operate in a landscape where there are more than 15000 (MBA+Engineering) campusesand 1.8 million (approx.) students applying for placements every year. As far as thepreference of the students is concerned there is a strong inclination for roles inConsulting E-commerce and FMCG sectors. Awareness about FMCD sector is low and in IndiaWhirlpool stands at a number 3. Given this context attracting the right talentfrom campuses becomes all the more challenging.

The ‘Young Leaders Program' is our flagship University Hiring Program under whichwe hire Management & Engineering Graduates from top tier campuses. This channel ofhiring serves as an important ground to acquire & groom talent for building a robustleadership pipeline for the future. In 2017 we made significant progress in key metricseg: increase in number of applications from campuses increased awareness of Whirlpool asan employer on campuses a more positive feedback from students hired from campuses abouttheir experience. All of these were achieved through new initiatives (such as alumniinteractions about Whirlpool sessions conducted on campuses and initiatives aroundenhancing Whirlpool's presence as an Employer Brand on campuses) and key shifts inprocesses around our campus hiring strategy (such as a revamped and more robust onboarding program a robust governance mechanism for increased accountability with projectguides & mentors) and increased visibility of the summer interns &engineering/management trainees to our Leadership Team.

Embedding the Whirlpool Leadership Model

A Whirlpool Leader is someone who demonstrates the 8 Leadership Beliefs and promotes anorganization culture based on Whirlpool Leadership Model. We started the Leadership Modelembedment journey in 2015 and have been carrying out interventions to integrate LM modelin the culture through the years.

People Excellence has been a pivotal success factor shaping Whirlpool of India into ahigh performing organization. It is a core element of the culture we have created; helpingemployees unleash their talent by creating a vibrant environment for innovation &creativity.

FINANCE AND ACCOUNTS

In 2017-18 the Company had a strong revenue growth driven by both internal andexternal factors. Strong macro economic indicators drove the overall durable industrygrowth. In addition our continuous focus on product leadership channel expansion andsales execution helped us grow ahead of industry.

The Company's performance has been very encouraging with 14.4% increase in netoperating income and 15.4% increase in profit before tax vs previous year.

The Company successfully and smoothly migrated to the new GST taxation regime byupgrading the systems and processes. Working capital continued to be managed efficiently.The Company significantly scaled up its investment in property plant and equipment vsprevious year. Cost management continued to be high focus area for the Company.

BOARD MEETINGS

During the Financial Year 2017-18 4 (four) Board Meetings were held. Details of thesame are available in the section `Meetings of the Board of Directors' in the CorporateGovernance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your directors intrinsically believe in the philosophy of Corporate Governance and arecommitted to it for the effective functioning of the Board. Your directors key managerialpersonnel and senior management have confirmed compliance with the Company's Code ofConduct.

During the year under review and till the date of signing of the Director's Reportfollowing changes took place in the Board of Directors & Key Managerial Personal.

I. Resignation of Mr. Arvind Uppal as an Executive Director w.e.f. 31stDecember 2017 however he continues as Non- Executive Chairman of the Company till 31stDecember 2018. Approval of the shareholders of the Company is sought for payment ofremuneration to Mr. Arvind Uppal as Chairman & Non- Executive Director and therelevant resolution and other details are provided in the notice of the ensuing 57thAnnual General Meeting of the Company.

II. Mr. Simon J Scarff and Mr. Vikas Singhal resigned as Independent Director andExecutive Director w.e.f. 2nd February 2018 due to personal reasons and otherprofessional commitments respectively.

III. Board of Directors of the Company appointed Mr. Arumalla Hari Bhavanarayana Reddy(Mr. AHBN Reddy) as an Additional Director w.e.f. 2nd February 2018 in termsof Section 161(1) of the Companies Act 2013. His term of office as Additional Directorexpires at the ensuing Annual General Meeting. Company has received a notice in writingfrom a member proposing his candidature for the office of Director & accordingly hiscandidature for appointment as Director is included as Item No. 8 of the Notice of the 57thAnnual General Meeting.

The Independent Directors of the Company have furnished certificates of Independencestating that they fulfil the criteria of independence as per the provisions of Sec. 149(6) of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

KEY MANAGERIAL PERSONNEL

As on 31st March 2018 Company had following Key Managerial Personnel incompliance with the provisions of Sec. 203 of the Companies Act 2013.

1. Mr. Sunil D'Souza – Managing Director

2. Mr. Anil Berera –Executive Director & Chief Financial Officer

3. Mr. AHBN Reddy – Executive Director

4. Ms. Roopali Singh – Company Secretary

During the year under review and till the date of signing of the Directors Reportfollowing changes took place in the Key Managerial Personnel.

Mr. Arvind Uppal resigned as an Executive Director w.e.f 31st December2017. Mr. AHBN Reddy was appointed as an Additional Director of the Company by the Boardof Directors w.e.f. 2nd February 2018 and Mr. Vikas Singhal resigned from theposition of Executive Director w.e.f. 2nd February 2018 due to otherprofessional commitments.

At the Board Meeting held on 8th May 2018 Mr. Anil Berera resigned as ChiefFinancial Officer of the Company and Mr. Yatin Malhotra was appointed as Chief FinancialOfficer of the Company. Both changes were w.e.f. 11th May 2018.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors to the best of theirknowledge hereby state and confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act 2013 and the Article 115 of theArticles of Association of the Company Mr. Sunil D'Souza retires by rotation and beingeligible offers himself for re-appointment.

Proposal for his appointment is set out in the explanatory statement annexed to thenotice of the 57th Annual General Meeting.

The Board recommends his re-appointment.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection and appointment of Directors and Senior Managementincluding criteria for determining qualifications positive attributes independence ofdirectors and Board diversity and remuneration. Remuneration Policy of the Company isbased on the fundamental principles of payment for performance potential growth andaligning remuneration with the longer term interests of the Company and its shareholderspromoting a culture of merit recognition and creating a linkage to corporate andindividual performance. The criteria for performance evaluation of directors cover theareas relevant to their functioning as member of Board or its Committees thereof. Themanner in which the performance evaluation of the Board its Committees the Chairman andthe Directors individually has been carried out has been explained in the CorporateGovernance Report.

RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by Audit Committee and are alsoplaced before the Board for necessary approval. The Company has developed a related partytransactions manual standard operating procedures for the purpose of identification andmonitoring of such transactions.

The Board has approved policy for related party transactions which is available onCompany's website at following link:http://www.whirlpoolindia.com/PDF/Related_Party_Policy_Whirlpool.pdf

There are 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 or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure- B.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

As on 31st March 2018 the Audit Committee comprises of 4 (Four)Non-Executive Directors namely Mr. Anand Bhatia Mr. Sanjiv Verma Mrs. Sonu Bhasin andMr. Arvind Uppal. 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. Anand Bhatia Chairman of the Committee has adequate financial and accountingknowledge.

The VP Finance Internal Auditor and the Statutory Auditors of the Company arepermanent invitees to the meetings of the Audit Committee. It is a practice of theCommittee to extend an invitation to Managing Director and Cost Auditor to attend themeeting as and when required.

Ms. Roopali Singh Company Secretary act as Secretary of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

Company's CSR policy has been drafted in line with Whirlpool's philosophy ofcontributing to the betterment of society.

This reflects in the policy as mentioned below:

1. Promoting employment enhancing vocational skills for employability of youth.

2. Cultivating community development plans in the vicinity of our factories based onneeds and priorities of the host communities.

3. Any other project or aid which the committee considers suitable for the welfare ofsociety or humanity at large within the purview of Schedule VII (Section 135) or asauthorized by Government.

The CSR projects were strengthened through incorporating feedbacks received frombeneficiaries & other stakeholders. The outcome of these changes in our programmes isreflecting in experiences of those young beneficiaries.

While we have kept the matrix of our CSR structure intact we ensured to keep theprocesses adaptive to cater to the changing needs of the community.

Skill Development Program:

During the year under review we imparted vocational training to more than 1900 youthsacross India through recognized training partners. Training imparted was in two domains;viz. "Field Service Engineer" and "Retail Sales Associate".

We worked along with our training partners to incorporate small home appliance trainingmanual that is the Qualification Pack (QP) of ESSCI and NSDC. This immensely benefited thefuture employability of the youth.

In financial year 2018-19 we are hopeful of seeing the positive impact of thesechanges.

Community Development Program:

Community development programs are being implemented in villages adjoining ourmanufacturing facilities at Pune Faridabad and Puducherry. These programs are designed toaddress the most common issues of the community which can be handled by way of behaviouralchanges and on the basis of minimal outside support by social organization involved.

Our "Integrated Child Development Program" implemented in Pune through"Community Aid & Sponsorship Programme (CASP)" a Pune based organizationcommitted to sustainable development and strengthening of child family and community hassuccessfully completed it's three year tenure. Through our 300 supported Students we havebeen able to bring in subtle behavioral changes in the local community making themsensitive towards social issues like health hygiene education & nutrition etc. Forthe next phase of CSR work in the community we are partnering with Hirabai CowasjiJehangir Medical Research Institute (HCJMRI) a renowned name in field of medicalexcellence & social welfare activities who shall focus on nutritional & medicalneeds of students of Government Schools in and around Ranjangaon locality.

This we see as a natural succession to our works done in last three years in the samecommunity.

Whirlpool through "FXB India Suraksha" an organization with expertise inintegrated community development models and recognizable regional presence is working forthe social development of villages around Puducherry factory. This program in it's thirdyear of implementation has reached two villages viz. Sanyasikuppam & Kothapurinathamsupporting a community of more than 2000 people through it's various program onhealthcare elderly care women empowerment & education. In current year we havefocused on upliftment of local school facilities to bring them at par with "ModelSchool" standards. Work is underway in Sanyasikuppam school which is scheduled to becompleted by June 2018.

Upon successful completion of this pilot work we intend to help other nearby schoolsas well.

Whirlpool's "Basic Learning through Library Intervention Programme" with"Pratham Education Foundation" works in 12 centers in 3 localities ofFaridabad- A.C Nagar Sanjay Nagar and Ram Nagar. This program works on developing thelearning levels of children (both in-school children and out-of-school children) in theseareas by the following interventions- Learning camps community libraries and pradigi.

Under this six 30-day learning camps and six 40-day learning camps were being runwhich covered a total of 1083 children from standard 3-5. The baseline-endline assessmentreveals positive results of these camps with 68% and 77% increase in story readers and56% and 64% increase in children who recognize 3 digit numbers. Community Library programscover 1916 children in 383 groups and also includes the participation of 383 guardiansand 400 volunteers. The Pradigi program is the digital intervention which works ondeveloping the technological dexterity of the children with the help of 75 tabletsprovided for the use of the children in learning camps and communities. The children getthe opportunity to learn through interactive educational games developed under the pradigiprogram.

There has also been conducted a pilot for a science project with 93 children ofstandard 6-8 in the 3 localities with 3 thematic workshops each. This was conducted withthe aim to test the feasibility of a science program to familiarize the children with theconcepts of science and improve their understanding using hands-on activities.

As per the provisions of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by Ministry ofCorporate Affairs the Company has undertaken activities as per the CSR Policy (availableon Company's website www.whirlpoolindia.com) and further details of the CSR activities arecontained in the Annexure - C forming part of this Report.

RISK MANAGEMENT POLICY

The Company has adopted a formal Risk Management policy wherein risks are broadlycategorized into Strategic Operational Compliance and Financial & Reporting Risks.The policy outlines the parameters for identification assessment monitoring andmitigation of risks.

The Company has set up a core group of senior leaders who identify risks assess therisks and the trends exposure and potential impact analysis at different level and laydown the procedure for minimization of the risks. Risk management forms an integral partof management policy and is an ongoing process integrated with operations.

VIGIL MECHANISM

The Company has established a vigil mechanism through which directors employees andbusiness associates may report unethical behavior malpractices wrongful conduct fraudviolation of Company's code of conduct etc without fear of reprisal. Further informationon the subject can be referred to in section `Disclosures` - Whistle-Blower Policy of theCorporate Governance Report and on Company's website www.whirlpoolindia.com

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

Shareholders of the Company at its 56th Annual General Meeting approvedappointment of M/s MSKA & Associates (Firm Registration Number: 105047W) CharteredAccountants as statutory auditors of the Company in place of the retiring auditors M/s.S. R. Batliboi & Co. LLP (Firm registration No. - 301003E/ E300005)CharteredAccountants from the conclusion of the 56th Annual General Meeting (AGM) untilthe conclusion of the 61st AGM subject to ratification by members every year.

The Board of Directors of the Company on the recommendation of the Audit Committeehave made its recommendation for ratification of appointment of M/s. MSKA &Associates Chartered Accountants (ICAI Registration No- 105047W) as the StatutoryAuditors of the Company. The Company has received their written consent and a certificatethat they satisfy the criteria set out under Section 141 of the Companies Act 2013 andthat the appointment if made shall be in accordance with the applicable provisions ofthe Act and rules framed there under. Accordingly ratification of appointment ofStatutory Auditors is being sought from the Members of the Company at the ensuing AnnualGeneral Meeting.

The Report given by M/s. MSKA & Associates Chartered Accountants (ICAIRegistration No- 105047W) Statutory Auditors on the financial statement of the Companyfor the financial year 2017-18 is part of the Annual Report. There has been noqualification reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

Pursuant to Section 204 of Companies Act 2013 Mr. N. C. Khanna (ICSI membership no.4268 & certificate of practice no. 5143) a Practicing Company Secretary wasreappointed as Secretarial Auditors of the Company for the financial year ending 31stMarch 2018. The Secretarial Audit Report submitted by them in the prescribed form MR-3 isattached as Annexure - D and forms part of this report.

There are no qualifications reservations or adverse remarks made by SecretarialAuditor in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act2013 and Rules made thereunder M/s R. J. Goel & Co. Cost Accountants (FirmRegistration No. 00026) were reappointed as the cost auditors of the Company for thefinancial year ending 31st March 2018 to conduct cost audit of the accountsmaintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on therecommendation of Audit Committee. The requisite resolution for ratification 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 year2018-19 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 2016-17 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.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors Cost Auditors and the SecretarialAuditor have not reported any instance of fraud committed in the Company by its Officersor Employees to the Audit Committee under section 143(12) of the Companies Act 2013details of which needs to be mentioned in this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 of the Companies Act 2013 during thefinancial year there was no unclaimed amount required to be transferred to the InvestorEducation and Protection Fund established by Central Government.

INSURANCE

The Directors confirm that Fixed Assets and Stocks of the Company are adequatelyinsured against fire and allied risk.

LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited(NSE) and BSE Limited (BSE).

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the CorporateGovernance provisions as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A Report on Corporate Governance along with ComplianceCertificate issued by Statutory Auditor's is enclosed as part of Corporate GovernanceReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

In accordance with the requirements of Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of The Companies (Accounts) Rules 2014 statement showing particularswith respect to Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo are annexed hereto as Annexure - E and form part of this report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure-F which formspart of this report. The information showing names and other particulars of employees asper Rule 5(2) and 5(3) of the aforesaid Rules forms part of this report. However as perSection 136 of the Companies Act 2013 the Annual Report excluding the aforesaidinformation is being sent to the members of the Company and others entitled thereto. Thesaid information is available for inspection by members at the registered office of theCompany during business hours on all working days upto the date of ensuing Annual GeneralMeeting. Any member interested in obtaining a copy thereof may also write to the CompanySecretary at the registered office of the Company.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT – 9 forms part of the Board'sReport and is annexed herewith as Annexure - G.

PUBLIC DEPOSITS

During the Financial Year 2017-18 your Company has not accepted any deposits in termsof Chapter V of the Companies Act 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND Company'S OPERATIONS IN FUTURE

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.

There have been no material changes and commitments which affect the financial positionof the Company between the end of the financial year and the date of this report includingchange in capital structure.

BUSINESS RESPONSIBILITY REPORT

In terms of the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations2015 a report on Business Responsibility forms part of this Annual Report in the formatprescribed by SEBI and is available on Company's website www.whirlpoolindia. com

APPRECIATION

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors regulators banks stock exchanges anddepositories auditors legal advisors consultants and business associates. The Directorsalso take this opportunity to place on record their appreciation for the efficient andloyal services rendered by each and every employee without whose whole-hearted effortsthe overall satisfactory performance would not have been possible. Your Directors lookforward to the long term future with confidence.

For and on behalf of the Board of Directors
Place of signature: Gurugram Haryana Arvind Uppal Sunil D'Souza
Date : May 08 2018 Chairman & Non-Executive Director Managing Director
DIN 00104992 DIN 07194259