Your Directors have pleasure in presenting the 58th Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31 st March 2019.
|(INR in lacs)|
|For the year ended||For the year ended|
|31 March 2019||31 March 2018||31 March 2019|
|Revenue from Operations||539765||498583||539765|
|Profit/loss before Depreciation Finance Costs Exceptional items and||74687||64672||74687|
|Less: Depreciation/ Amortization/ Impairment||11131||10151||11131|
|Profit /loss before Finance Costs Exceptional items and Tax Expense||63556||54521||63556|
|Less: Finance Costs||909||439||909|
|Expense Profit/loss before Exceptionalitemsand Tax||62647||54082||62647|
|Add/(less): Exceptional items||0||0||0|
|Profit beforeshare of profit of Joint Venture and tax||62647||54082||62647|
|Share of profit/(loss) of a Joint Venture||-||-||269|
|Profit before tax||62647||54082||62916|
|Less: Tax Expense (Current & Deferred)||21942||19015||21942|
|Profit /loss for the year (1)||40705||35067||40974|
|Total Comprehensive Income/loss (2)||(518)||(279)||(516)|
|Balance of profit /loss for earlier years||146174||115968||146174|
|Less: Transfer to Debenture Redemption Reserve|
|Less: Transfer to Reserves|
|Less: Dividend paid on Equity Shares||5076||3807||5076|
|Less: Dividend paid on Preference Shares|
|Less: Dividend Distribution Tax||1043||775||1043|
|Balance carried forward||180242||146174||180513|
Performance of the Company
The Company had a strong revenue growth driven by both internal and external factors. Strong macroeconomic indicators drove the overall durable industry growth. In addition our continuous focus on product leadership channel expansion and sales execution helped us grow ahead of industry. The Company's performance has been very encouraging with 11.7% increase in Revenue from operations (net of excise duty) and 15.8% increase in profit before tax vs previous year The Company successfully and smoothly migrated to the new GST taxation regime by upgrading the systems and processes.
|Key Financial Ratios|
|Particular||31 March 2019||31 March 2018|
|Debtor Turnover ratio||21.8||21.7|
|Inventory Turnover ratio||4.0||3.7|
|Interest coverage ratio||-||-|
|Debt Equity Ratio||-||-|
|Operating Profit Margin||9.84||9.49|
|Net Profit Margin||7.54||7.26|
|Return on Net Worth||19.00||19.52|
No significant changes were reported in the above key financial ratios from previous year.
Your Directors believe that the structural drivers of long-term growth such as rising disposable incomes & consumer awareness low levels of penetration of consumer goods favourable demographics and increasing urbanisation amongst others remain firmly in place which augurs well for our Industry.
Dividend & Transfer to Reserves
Your Directors at its meeting held on 24th May 2019 as per the Dividend Distribution Policy of the Company recommend the payment of a final dividend at the rate of INR 5/- per share for the year ended 31 st March 2019 on 126871830 equity shares of INR 10/- each. The Board of Directors has decided to retain the entire amount of profits for FY 2018-19 in the retained earnings. Upon approval of the above dividend by members at the ensuing Annual General Meeting an amount of INR 1303.94 Lacs would be paid as dividend distribution tax on the dividend.
The paid up capital of the Company as on 31st March 2019 was INR 12687.18 lacs. During the year under review the Company did not issue any class or category of shares Employee Stock Options Convertible securities and consequently there is no change in the capital structure since previous year.
Subsidiaries Joint Ventures or Associate Companies
The Company does not have any subsidiary during the period of reporting.
During the year the Company acquired a 49% shareholding of Elica PB India Private Limited consisting of 2368997 equity shares of INR 10 each. Elica PB India is in the business of manufacturing and selling kitchen equipment such as kitchen hoods hobs built in ovens refrigerators built in microwave ovens dishwashers etc.
The acquisition is aligned with the Company's strategy of expanding cooking and built-in business.
Business Performance of Joint Venture - Elica PB India Private Limited
The year 2018-19 was another year of improved operating performance & financial growth. The revenue from operations during the financial year 2018-19 increased by 26.2% over previous year. Profit before tax improved by 8.1% over previous year
During the year under review the Board considered certain investment proposals spread over the next 5 years for investing INR 590 crores in capex projects like enhancing capacity at Faridabad & Puducherry factory and modernization of Double Door Frost Free line at Pune factory. The above expansions will help the Company to grow and strengthen its product portfolio.
MANAGEMENT DISCUSSION AND ANALYSIS
Per capita GDP of India is expected to reach US$ 3273.85 in 2023 from US$ 1983 in 2012. Maximum consumer spending is likely to occur in sectors like food housing consumer durables and transport and communications. This increasing purchasing power coupled with higher penetration that is also being fuelled by eCommerce continues to drive growth.
The outcomes of the recently concluded General Elections should continue to see infrastructure spends and step up in consumption driving initiatives. In the last few months there has been an increase in customs duties for imports of consumer durables and few components. The Government is expected to step up impetus for scaling up local manufacturing and the industry is expecting to see many more global players to set up a local footprint for both products as well as components in the coming months. The regulatory environment continues to get more stringent with a 20% increase in Energy Regulations in Refrigerators from January 2020 introduction of regulations in Washing Machines and Microwaves along with increased focus on component level regulations for Air Conditioner manufacturers. While the Industry is expected to drive high resource efficiency current standards are seen to be in sync with developed markets and high cost structures is prohibiting adoption of the same.
Some other trends that would have an impact on the industry are:
A growing economy along with increasingsocialmediainfluenceis creating higher aspiration levels for the fast evolving
Indian consumer. This is fuelling the desire to live life to the fullest when it comes to lifestyle choices and thus a higher demand for durables for convenience.
Increasing exposure to global trends and lifestyle cues and a rise in working age population is creating a larger base of consumers with increasing discretionary income. Easy financing schemes are fuelling shortened product replacement cycles with the will to trade-up for the right experience changing the perception of durables as utility items rather than luxury possessions.
E-commerce platforms continue to grow at a fast pace. They are fast becoming a discovery platform for products for consumers and one of the key influencers in the consumer decision journey. A lot of emphasis is being laid in ensuring positive user reviews and post purchase service experience.
The Retail landscape continues to consolidate with partnerships between large offline and online players.
Government initiatives behind affordable housing national electrification financial inclusion along with indirect benefits to bolster infrastructure are expected to continue.
Companies are also focusing on increasing the use of environment-friendly components and reduce e-waste by promoting product recycling. Energy consumption is a huge focus area for the government and will continue to be regulated by Government bodies. Energy consumption continues to get more expansive and stringent.
Ease of access and affordable broadband spectrum fillipin data enabled experiences and is going to create a huge personalization. Along with this IoT enabled appliances continues to be a focus area for all brands.
Consumer Trends Developing Markets / Segments
Over the next decade India will move from being an economy led by the bottom of the pyramid to one led by the middle class. Up from about 50% of the households today the middle income group will become nearly 80% of the households and will drive about 75% of consumer spending. Higher income and a growing consumption culture will fuel the high-income bracket to spend more on essential categories like food beverages apparel personal care gadgets transport and housing. This growth will also be observed in an accelerated rate in semi urban and rural markets.
A high growth rate of internet penetration aided by smartphones and low cost data access in India is influencing consumer behavior in terms of media consumption shopping habits and use of appliances. And Young India is leading this changing consumption wave with their exhibition of willingness to spend and be highly discerning about what they perceive as best in class offerings in every consumption category.
Innovation and focus on continuously launching new offerings to drive differentiation and creating value has become a norm for the industry. Thus a robust innovation pipeline with a continued focus on developing new features and technology solutions to capture the consumer's imagination and fuel the desire for enhanced experiences continues to be critical for organizations. The long term growth opportunity in the Indian market continues to attract new players to the durables industry.
The Company operates only in one segment of White Goods. Refrigerator (Direct Cool/Frost free) Washer and Air conditioner constitute 60% 22% and 6% respectively of the revenue from operations.
Sales & Marketing
Demand for consumer durables in India has been growing steadily - driven majorly by rising incomes increasing urbanisation a growing middle class changing lifestyles and easy financingschemes. The year has also been witnessing growth in eCommerce as a key channel for buyers. The Company has been focussed on ensuring that investments are being made strategically to secure its position as one of the strong players on this new channel. In order to meet future demand in the white goods category companies have also been focussing on expanding production and distribution facilities in India.
During the year along with focusing on strengthening the Company's foothold in the mass and mass premium segments Whirlpool ensured a notable presence in the premium segments with the launch of advanced global products that are a perfect blend of design technology and innovation. Products that not just delight with their performance but are also reflective of the contemporary lifestyle.
In order to expand the portfolio in the premium refrigerators segment the W-Series Global Range was launched in India. The W-Series series Refrigerators come in 2 formats - Side By Side and 4 Doors. The range is uniquely designed with a compact fit in order to integrate better into a modern kitchen space. Powered by Adaptive Intelligence Technology with advanced AI Microprocessor and Multi-Sensors CloudFresh Technology FreshLock Technology and Freezelock Technology these refrigerators are designed to deliver an optimal environment to preserve the freshness of the food for longer.
Direct Cool Refrigerator segment witnessed the launch of the all-new IceMagic PRO Series wherein the unique 6th Sense Intellifrost Technology was extended beyond the Vitamagic range to the Icemagic range. The technology powered by
Intellisensor and an Advanced Microprocessor defrosts automatically based on the inputs from the temperature sensor to give 4X* Precise Cooling. Another key highlight was the introduction of the Plasma Inverter Technology with a class leading assurance of 25 years of compressor reliability.
During the year the Company also focussed on strengthening the foothold in the Front Load Washing Machine category by increasing the brand footprint with the successful Made in Europe range of SupremeCare and FreshCare washing machines.
The all-new range of Bloomwash Pro Series ushered in the premium range in the Top Load Washing Machine category with its perfect blend of form and function. With the title of No.1 in Cleaning Performance in its category not only does it deliver superior performance its exceptional 2019 iFDesign Award winning design can be experienced in every detail - from its elegant Edge to Edge Black Glass Top that gives an Infinity View without any breaks to the high quality Chrome
Bar that evokes a sense of exclusivity.
The Semi Automatic Washing Machine continued to show strong gains with distribution expansion and driving large capacities with the 2019 iFDesign Award winning AceXL range.
The Company launched its first-ever Smart Air Conditioner in India that enables users to control the appliance remotely by giving voice commands through Google Home. With the introduction of the new 3D Cool Range with Voice and Wi-Fi consumers are now closer to a smarter way of life and can enjoy the convenience of a connected home.
2018 marked the launch of the all-new range of Purasense RO water purifiers in India. It brings to Indian households lifelong guarantee of purity with an exceptional combination of advanced technology and premium design. With a 9-Stage Purification process it's unique Intellisense RO filter technology powered by Adaptive Intelligence (AI) and advanced technologies like India's First Do-It-Yourself (DIY) Filter Replacement.
Jet C Range of Convection Microwave ovens focused on addressing the need for healthy cooking options by introducing to cook fried food in `Zero Oil' with crisping in just 2 minutes. This innovative range of microwaves is a modern blend of European design and intuitive 6th Sense Technology making them Smarter than Air Fryers.
With the focus on making a strong presence in the Built-In category the Company introduced a new range of intelligent Hoods with silent operation. Powered with Intellisensor it offers intuitive technology that actively senses smoke heat and odour present in the air and automatically adjusts and controls its speed level. The range consists of 43 models across 3 Ranges categories Senso Fresh Pro Fresh and Acti Fresh - giving the consumer a wide range of choice.
The Company also introduced an all-new range of Intellicook Brass Burner Hobs powered by 6th Sense Technology that ensures extreme safety by cutting off the gas supply in case the flame goes off. The heavy duty Brass Burner Hobs also offer high-efficiency flame levels best suited for Indian cooking needs.
In 2018 the Company continued to expand its presence in new adjacent product categories by launching products that are specially crafted to deliver immaculate results for demanding professionals from its European portfolio including dishwasher oven and ice maker in the commercial appliance segment. These appliances offer innovative technologies to fit in more performance power and superiority along with superior craftsmanship.
Overall the Company's export business was under pressure. The Company continues to focus on the SAARC markets and is confident that with the implementation of its initiatives and structural changes in the coming year the export business will be on a growth trajectory. Company has already started seeing impressive results in Nepal where last year the business grew by 40%.
In the year under review we continue to make significant progress on executing our well laid down Service Strategy. We continue to focus on the following key Deliverables
- Position Service as a competitive advantage by introducing our Consumer Service Promise - Strengthen systems & processes field service network to deliver this service promise
- Continue to grow accessibility & visibility of Whirlpool genuine spare parts in the after sales market.
Building on our continued work over the last 3 years to deliver great service experience Whirlpool took a bold step to launch our Consumer Service Promise to establish Consumer Service as a differentiator. The Consumer Service Promise means calling back the consumer within 2 hrs of call registration and visiting consumer within 24hrs / 48 hrs of call registration (based on consumer geographical location) in 3500 plus cities.
Execution of Consumer Service Promise has significantly improved our ability to resolve consumer concerns with speed & quality which reinforces consumer confidence in Whirlpool Brand. We continue our focus on training & development and engagement of Service Partners & Service Technicians which are core to our operating philosophy. We strongly believe that a highly trained & motivated Service Technician is a key to deliver great consumer experience.
Our Service Business continues to grow through both our Service Partner Network & Spares Parts Distribution channel.
People Excellence Our Competitive Advantage
2018 witnessed continued growth in business performance which is indicated by our improved performance across all key metrics - volume revenue and EBIT. This was achieved through excellence in execution at all levels and the entire organization coming together as `One Whirlpool'.
The HR Team has been a key strategic business partner in this journey. Our People Excellence model which forms a critical part of Whirlpool's Strategic Architecture defines key imperatives for HR. In this endeavor various people initiatives were designed and deployed to create fit for purpose organization creating a high performance culture building a future talent pipeline and deploying not only global people systems but also revamping our key people processes to give consistent experience to employees.
Strengthening the Backend Organization
With ambitious growth plans and a continuous endeavor to sustain our double digit growth building an organization that is `Fit for Purpose' is extremely critical. This has been a priority for us over the last few years. While 2017 was the year of focus on building a more agile lean and effective frontline organization In 2018 we shifted our focus to the Manufacturing and Supply
Chain organization so as to build more efficiencies in line with our growth aspirations.
As a first step in order to keep pace with the increasing demand there has been astrong need for capacity expansion at our manufacturing units. We partnered closely with the manufacturing leadership team and put in exceptional effort to ensure a quick turn around time of hiring the right talent to support additional shifts that were introduced in all the 3 plants. This was coupled with the introduction of new roles in the areas of manufacturing engineering production & maintenance in order to fuel the additional plant capacity.
One of the core objectives of World Class Manufacturing (WCM) initiative in manufacturing is to be best in class in cost delivery safety and quality. HR partnered with manufacturing organization in driving this initiative through people development pillar by creating quality mindset skilling and reskilling employees and on-boarding talent with right WCM skill sets.
Apart from the manufacturing organization we also strengthened the supply chain function. To manage increasing complexities in a marketplace emerging need to improve process efficiencies and leveraging cost optimization opportunities the entire supply chain organization was re-structured. This involved creating an integrated supply chain planning function which to drive greater synergies.
Creating High Performance Organization Culture
For a growing organization like Whirlpool it is very important that we have a thriving high performance culture. In this endeavor we launched a new performance management system Everyday Performance Excellence. This involved putting in place a global and consistent way of defining and measuring performance (Goal Setting) focus on how part of performance and leadership behaviors in achieving goals and from an employee perspective getting regular and comprehensive performance feedback. Focussing on the above critical elements is fundamental in not only creating a high performance culture but also its sustained embedment.
In this culture change journey it was important that the new performance management system was communicated to all the employees effectively and they understood the new process clearly. To achieve this objective organization-wide initiatives were launched like employee change champion groups across locations and global check in sessions for employees to reinforce the understanding of new performance management process thereby equipping people leaders to handle the performance management process with teams and create success stories. We are excited to be on this journey of enabling every employee in Whirlpool to bring out the best.
Aarohan - Ascend to Excellence' - Future Leadership Development Program
To fuel and sustain our business growth we are focussed on creating leadership pipeline at all levels of the organization. This required us to identify high potential talent and put in place a holistic developmental plan which covers various aspects of creating `leaders of tomorrow'.
`Aarohan - Ascend to Excellence' is a structured 1.5 year long custom designed learning journey targeted at our high potential employees from the middle management cadre. We identify high potential talent across the functions and are focussed on building various leadership aspects of leading self leading others and leading an enterprise. This programme focuses on 6 leadership competencies leveraging blended learning approach including classroom learning modules online learning courses leadership talks action learning projects and peer to peer cohorts. The entire learning journey has been conceptualized and designed internally with executive sponsorship from the India Leadership team. One of the unique differentiators of this programme is that all the participants work on high organization impact cross functional projects which directly contributes to the organization growth thus enabling the leadership development faster as per Whirlpool Leadership Model.
Whirlpool takes pride in investing in the development of its employees with such interventions and living its talent philosophy of creating a rich pipeline of leadership talent from within.
Building a future pipeline
Continuing with our focus on creating leadership pipeline at all levels we leverage university hiring. The `Young Leaders Program' is our flagship University Hiring Program under which we hire Management & Engineering Graduates from top tier campuses to create a future talent pipeline at entry level of the organization. This channel of hiring serves as an important ground to acquire & groom talent for building a robust leadership pipeline for the future. In 2018 we made significant progress in key metrics e.g. increase in number of applications from campuses increased awareness of Whirlpool as an employer on campuses a more positive feedback from students hired from campuses about their experience. All of these were achieved through new initiatives (such as alumni interactions About Whirlpool sessions conducted on various campuses) key shifts in processes around our campus hiring strategy (such as a revamped and more robust On-boarding Program) and increased visibility of the summer interns & engineering/management trainees to our Leadership Team. We continue to build a robust pipeline of future leaders through this programme across the functions.
In a growing organization like Whirlpool it is important that there are common people processes across geographies and employees have consistent experiences of processes. This supports not only sustainable organization growth but also enhances robustness of processes like talent and performance management.
To achieve this objective HR Excellence (HRx) was launched across Whirlpool. This was a holistic exercise which not only involved re engineering of people processes but also upgrading the system architecture from IT perspective. Key features of this HRx launch were giving consistent global experience of all the people processes to employees empowering people managers with team data people analytics enhancing communication across the organization and ensuring robust people processes. With a very comprehensive approach the organization moved on a journey of inclusive growth where people agenda and business agenda worked in tandem. This also got reinforced with Whirlpool being adjudged as India's 25 Best Workplaces in
Manufacturing by Great Place to Work. Please refer Annexure E for other details.
Internal Control Systems and Adequacy
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
The Company has in place adequate internal control systems and procedures to commensurate with the size and nature of business. These procedures are designed to ensure that:
all assets and resources are acquired economically used efficiently and are adequately protected;
significant financial managerial and operating informationis accurate reliable and is provided timely;
all internal policies and statutory guidelines are complied with.
The composition and competencies of the audit team and effectiveness of internal controls is continuously reviewed by the Audit Committee. The scope of internal audit extends to all functions and locations of the Company.
During the Financial Year 2018-19 5 (five) Board Meetings were held. Details of the same are available in the section Meetings of the Board of Directors' in the Corporate Governance Report. The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board. Your directors key managerial personnel and senior management have confirmed compliance with the Company's Code of Conduct.
During the year under review and till the date of signing of the Director's Report following changes took place in the Board of Directors & Key Managerial Personal.
i. Board of Directors at its meeting held on 8th May 2018 appointed Mr. Yatin Malhotra as Chief Financial Officer of the Company post Mr. Anil Berera stepped down as Chief Financial Officer of the Company with effect from 11th May 2018.
ii. Mr. Arumalla Hari Bhavanarayana Reddy (Mr. AHBN Reddy) was appointed as an Executive Director at the 57th Annual General Meeting of the Company held on 17th September 2018 for a period of 5 years w.e.f 02nd February 2018.
iii. Board of Directors of the Company at its meeting held on 2nd November 2018 confirmed continuation of Mr. Arvind Uppal as Chairman & Non-Executive Director of the Company w.e.f 01st January 2019.
iv. Pursuant to the provisions of the Act (Act) Ms. Sonu Halan Bhasin was appointed as an Independent Director of the Company for the first term of 5 years from 01st April 2014 till 31st March 2019 at the 53rd Annual General Meeting of the Company held on 14th August 2014. Board of Directors of the Company at its meeting held on 04th February 2019 pursuant to the provisions of the Act and subject to approval of the shareholders by way of Special Resolution after considering the performance evaluation and the recommendation of the Nomination and Remuneration Committee approved her reappointment as Independent Director for a second term of five consecutive years from 01st April 2019 upto 31st March 2024.
v. Post 31st March 2019 the company adopted a retirement policy for the Directors. The retirement age for the Managing Director and Executive Directors is 60 years while the age limit for an Independent or Non-Executive Director is 70 years.
vi. Pursuant to above and due to personal reasons Mr. Anand Narain Bhatia and Mr. Sanjiv Verma tendered their resignation as Independent Director of the Company effective from 19th June 2019 and confirmed that there were no other material reason for their resignation. The Board expresses its sincere gratitude and appreciation for Mr. Bhatia's and Mr. Verma's immense contribution & strategic guidance provided during their tenure as Independent Director.
vii. On the recommendation of the Nomination and Remuneration Committee and subject to approval of the shareholders the Board of Directors at its meeting held on 19th June 2019 appointed Mr. Rahul Bhatnagar (DIN: 07268064) and Mr. Pradeep Jyoti Banerjee (DIN: 02985965) as Additional Directors and Independent Non-Executive Directors of the Company with effect from 19th June 2019 pursuant to Section 161(1) and Section 149 of the Act for a term of five consecutive years to hold office from 19 th June 2019 till 18th June 2024. Mr. Bhatnagar and Mr. Banerjee to hold office upto date of the ensuing
Annual General Meeting and being eligible have offered themselves to be appointed as the Independent Directors of your Company.
The relevant resolutions disclosures and explanatory statement are provided in the notice of 58th Annual General Meeting.
The Independent Directors of the Company have furnished certificates of Independence stating that they fulfil the criteria of independence as per the provisions of Section 149 (6) of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
KEY MANAGERIAL PERSONNEL
As on 31st March 2019 Company had following Key Managerial Personnel in compliance with the provisions of Section 203 of the Companies Act 2013.
1. Mr. Sunil D'Souza - Managing Director
2. Mr. Anil Berera -Executive Director
3. Mr. AHBN Reddy Executive Director
4. Mr. Yatin Malhotra Chief Financial Officer
5. Ms. Roopali Singh - Company Secretary
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act 2013 with respect to Directors' Responsibility Statement the Directors to the best of their knowledge hereby state and confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of 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 the Articles of Association of the Company Mr. Arvind Uppal retires by rotation and being eligible offers himself for re-appointment.
Proposal for his appointment is set out in the explanatory statement annexed to the notice of the 58th Annual General Meeting. The Board recommends his re-appointment.
POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION
The Board has framed a policy for nomination of any Board & Committee member and compensation of the Company's Executive Directors Senior Management (all members of management one level below the chief executive officer/managing director/whole time director/manager including chief executive officer/manager in case they are not part of the board and shall specifically include Company Secretary and Chief Financial Officer) Non-Executive Directors and Independent Directors. The Board of Directors further considered and approved the list of core skills/expertise/competencies in the context of the Company's business required by a Director for effective functioning of the Company. The adopted skills/expertise/competencies shall act as guiding factor to the Nomination and Remuneration Committee while considering candidature for the post of Director of the Company.
Remuneration Policy of the Company is based on the fundamental principles of payment for performance potential growth and aligning remuneration with the longer term interests of the Company and its shareholders promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The detailed terms of reference of the Nomination and
Remuneration Committee is available on the website of the Company at https://www.whirlpoolindia.com/discover-whirlpool-investors-lp
PERFORMANCE EVALUATION OF DIRECTORS
The criteria for performance evaluation of directors cover the areas relevant to their functioning as members of the Board or its Committees thereof. The manner in which the performance evaluation of the Board its Committees the Chairman and the Directors individually has been carried out have been explained in the Corporate Governance Report.
RELATED PARTY DISCLOSURES
Related party transactions are reviewed and approved by the Audit Committee and are also placed before the Board for necessary approval. The Company has developed a related party transactions manual standard operating procedures for the purpose of identification and monitoring of such transactions.
The Board has approved policy for related party transactions which is available on the Company's website at the following link: https://www.whirlpoolindia.com/dam/images/discover-whirlpool/investors/common-updates/related-party-transaction-policy-pdf/related-party-transaction-policy.pdf There are no materially significant related party transactions made by the Company with Promoters Directors Key Managerial Personnel or other related parties which may have a potential conflict with the interests of the Company at large. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure - A.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013 form part of the notes to the financial statements provided in this Annual Report.
As on 31st March 2019 the Audit Committee comprises of 4 (Four) Non-Executive Directors namely Mr. Anand Bhatia
Mr. Sanjiv Verma Mrs. Sonu Bhasin and Mr. Arvind Uppal. Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.
Mr. Anand Bhatia Chairman of the Committee during the financial year has adequate financial and accounting knowledge. On 19th June 2019 Mr. Anand Bhatia and Mr. Sanjiv Verma ceased to be members of the Audit Committee and Mr. Rahul Bhatnagar and Mr. Pradeep Jyoti Banerjee were appointed as the member of the Audit Committee. Mr. Rahul Bhatnagar who has financial and accounting knowledge was appointed as the Chairman of the Committee.
The Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to Managing Director and Cost Auditor to attend the meeting as and when required.
Ms. Roopali Singh Company Secretary act as Secretary of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
We understand the value of community & it's contribution in building a successful organization & nation and hence helping the community has always been an integral part of Whirlpool's value system. In India as well we have crafted our CSR policy keeping in view long term impact on beneficiaries.
The main initiative undertaken by us under our CSR Policy are
1. Promoting employment and enhancing vocational skills for employability of youth.
2. Cultivating community development plans in the vicinity of our factories based on needs and priorities of the host communities.
3. Any other project or aid which the committee considers suitable for the welfare of society or humanity at large within the purview of Schedule VII (Section 135) or as authorized by Government.
Another year of successful social journey touching the lives of those who needed a helping hand. We kept the narrative unchanged building on from our journey of last year.
Skill Development Program:
Over the years we have worked closely with our training partners to understand the needs and revamped the course contents to have a blend of both classroom as well as on the job training. With the revamped course content we have seen a credible improvement in the pass percentage. We have received positive feedback from the students emphasizing that on the job training provides them the opportunity to test their knowledge and hone their skills. With more than 3000 students trained in vocational courses of Retail Service Executives and Field Service Engineer in more than 30 cities this year we are tirelessly working towards changing the workforce environment. Passing percentage of around 80% and placement percentage of more than 50% keeps this program our flagship social intervention project. Under this program our focus remains on quality of training provided and we along with our training partners keep on improving upon the content and method of training.
With this purpose in view we will continue this project in the coming year as well.
Community Development Program:
Community development programs are being implemented in villages adjoining our manufacturing facilities at Pune Faridabad and Puducherry. The programs are designed to address the most common issues of the community which can be handled by way of behavioral changes and on the basis of minimal outside support by social organization involved.
14 Schools and almost 1500 students are direct beneficiary of our health and educational intervention in Ranjangaon and adjoining villages in Pune.In rural areas often neglected subject of health hygiene & nutrition is the focus of this project. The effects and awareness is spread to school going children (Age 5 to 16 years) which cascades to their family and entire community.
We were able to set benchmarks in social welfare programs in Puducherry area this year. Our school infrastructure development pilot project was completed and it was well received & appreciated by the people of the community and government authorities alike. Most satisfying was the joy of the students attending this school!
Another project which could be a good example of collaborative development was Sellangal Canal desilting project where in almost 12 kilometers length of canal was cleaned & cleared for maintaining the flowof water benefitting 6 villages almost 900 hectares of farm land 15000 people and 6 water bodies. We see such activities as a holistic approach to the development of community and will continue to do so in the future.
Faridabad area as a dense urban setting with low income group communities abound presents many challenges in availability of quality primary education to children of daily wages workers or people with little means available to spend on education.
Education doesn't gets counted as essential need. Whirlpool's intervention with partner NGO Pratham Education Foundation has been trying to address this concern for five years now through 12 learning centres in 5 localities of Faridabad. A balanced mix of fun & learning helps students both in school & out of school understand the basic concepts of maths science & language. In this year we reached to almost 2000 such students to help through their learning process hence reducing chances of drop outs. Endline evaluation after the learning camps shows marked improvement almost 80% improvement over baseline survey of the same set of students. To keep with time & changing environment digital education through tablets is part of learning curriculum it helps attract & retain students for learning.
AspertheprovisionsoftheCompaniesAct2013andtheCompanies(CorporateSocialResponsibility)Rules2014readwithvarious issued by the Ministry of Corporate Affairs the Company has undertaken activities as per the CSR Policy (available clarifications on Company's website https://www.whirlpoolindia.com/csr-policy and further details of the CSR activities are contained in Annexure - B forming part of this Report.
RISK MANAGEMENT POLICY
The Board of Directors at the meeting held on 04th February 2019 constituted the Risk Management Committee comprising of three Directors and the Chief Financial Officer of the Company. The Committee has been formed with the objective to assist the Board of Directors in fulfillingits corporate governance oversight responsibilities with regard to the identification evaluation and mitigation of strategic operational compliance financial risks etc.
Company's Risk Management policy broadly categorized Risks into Strategic Operational Compliance and Financial & Reporting Risks. The policy outlines the parameters for identification assessment monitoring and mitigation of risks. The scope of the Risk management committee broadly covers:
Reviewing the Risk Management Framework of the Company risk management processes and practices followed and to ensure that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.
Evaluate significant risk exposures and assess management's actions to mitigate the exposures .
Report & recommend to Board annually on the effectiveness of the Risk Management system and the mitigation plans.
The Committee is chaired by Mr. Sunil D'Souza Managing Director. Mr. Anil Berera Executive Director Mr. AHBN Reddy Executive Director and Mr. Yatin Malhotra Chief Financial Officer are the other members of the Committee. Ms. Roopali Singh Company Secretary is the Secretary to the Risk Management Committee.
The Company has established a vigil mechanism through which directors employees and business associates may report unethical behavior malpractices wrongful conduct fraud violation of Company's code of conduct etc without fear of reprisal.
Further information on the subject can be found in the section `Disclosures` - Whistle-Blower Policy of the Corporate Governance Report and on Company's website www.whirlpoolindia.com
AUDITORS AND AUDITORS' REPORT
Shareholders of the Company at its 56th Annual General Meeting approved appointment of M/s MSKA & Associates (Firm Registration Number: 105047W) Chartered Accountants as statutory auditors of the Company in place of the retiring auditors M/s. S. R. Batliboi & Co. LLP (Firm registration No. - 301003E/ E300005)Chartered Accountants from the conclusion of the 56th Annual General Meeting (AGM) until the conclusion of the 61st AGM to be held in the year 2022. The requirement for ratification of auditor's appointment at the Annual General Meeting has been omitted pursuant to the Companies (Amendment) Act 2017 with effect from May 07 2018.
The Report given by M/s. MSKA & Associates Chartered Accountants (ICAI Registration No- 105047W) Statutory Auditors on the financial statements of the Company for the Financial Year 2018-19 is part of the Annual Report. There has been no qualification reservation or adverse remark or disclaimer in their Report.
Pursuant to Section 204 of the Companies Act 2013 Mr. N. C. Khanna (ICSI membership no. 4268 & certificate of practice no.5143) a Practicing Company Secretary was reappointed as Secretarial Auditors of the Company for the Financial Year ending 31st March 2019. The Secretarial Audit Report submitted by them in the prescribed form MR3 is attached as Annexure - C and forms part of this report.
There are no qualifications reservations or adverse remarks made by Secretarial Auditor in their Report.
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act 2013 and Rules made 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 31st March 2019 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.
The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee.
The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the
Notice of the ensuing Annual General Meeting. Further on the recommendation of the Audit Committee the Board of Directors have also reappointed them as Cost Auditors for the financial year 2019-20 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.
The Cost Audit Report for the financial year 2017-18 issued by M/s products prescribed under Cost Audit Rules was 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 Secretarial Auditor have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act 2013 details of which needs to be mentioned in this Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of the provisions of Section 124 and 125 of the Companies Act 2013 read with the provisions of Investor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules 2001 during the financial year there was no unclaimed amount or shares in respect of the unclaimed amount were required to be transferred to the Investor Education and Protection Fund established by the Central Government.
The Company has appointed a Nodal Officer under the provisions the Company at www.whirlpoolindia.com under Investor's section.
The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured 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)
Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A Report on Corporate Governance along with the Compliance Certificate issued by Statutory Auditors' is enclosed as part of Corporate Governance Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
In accordance with the requirements of Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 statement showing particulars with respect to Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure - D and form part of this report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as Annexure-E which forms part of this report. The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules forms part of this report. However as per Section 136 of the Companies Act 2013 the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto. The said information is available for inspection by members at the registered office of the Company during business hours on all working days upto the date of ensuing Annual General Meeting. Any member interested in obtaining a copy thereof may also write to the Company Secretary 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's Report and is annexed herewith as Annexure - F. The annual return of the Company as required under the Companies Act 2013 will be available on the website of the Company at www.whirlpoolindia.com
During the Financial Year 2018-19 your Company has not accepted any public deposits in terms of Chapter V of the Companies Act 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future. There have been no material changes and commitments which affect the financial position of the Company between the end of the financial year and the date of this report including change in capital structure.
BUSINESS RESPONSIBILITY REPORT
In terms of the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations 2015 a report on Business Responsibility forms part of this Annual Report in the format prescribed by SEBI and is annexed herewith as Annexure G.
The Directors thank the Company's customers vendors dealers investors and business associates for their continued support during the year. They also place on record their appreciation for the contribution made by the employees at all levels. Company's resilience to meet challenges was made possible by their hard work solidarity co-operation and support.
|For and on behalf of the Board of Directors|
|Place of signature: Gurugram Haryana||Arvind Uppal||Sunil D'Souza|
|Date : June 19 2019||Chairman & Non-Executive Director||Managing Director|
|DIN 00104992||DIN 07194259|