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The Directors' are pleased to present their 54th Annual Report and Audited Accounts for the year ended 31st March 2015.
Performance of the Company
During the year ended 31st March 2015 the revenue from operations of the Company was Rs. 357,777 lacs as compared to last year's revenue from operations of Rs. 310,596 lacs up by 15.2%. Profit before tax was Rs. 30,052 lacs as compared to corresponding profit of Rs. 17,421 lacs in the previous year up by 72.5%.
No dividend on equity shares has been recommended by the Board for the year ended 31st March 2015 considering the future capital investment plans of the company.
The paid up capital of the company as on March 31, 2015 was Rs. 12,687.18 lacs. During the year under review, the company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently no change in 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 the period of reporting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)
As required under the listing agreement, MD&A is enclosed as Annexure A and is part of this Report.
SALES & MARKETING
Underlying demand in the appliance industry improved in the financial year relative to previous years but remained far below its true potential. We expect demand to improve as the economy gathers momentum. The key areas that Sales and Marketing focused on were:
1. Improving our refrigerator product portfolio by successfully launching products in the mass–premium segment of Frost Free refrigerators, and preparing to launch a whole new mass market Direct Cool refrigerators range in the coming year.
2. Upgrading to C–Pentane across the entire refrigerators range to comply with new regulations.
3. Strengthening our top–load washers range with the launch of Superb Atom series in semi–automatic and WhiteMagic with Express Wash in fully automatic.
4. Implementing Akraman 3.0 to drive conversion at the shop floor, with specific focus on patented Crisp & Grill microwaves, 3D–Cool Extreme Air–Conditioners and Water Purifiers.
5. Increasing brand visibility with mainstream media advertising, in–shop merchandising, out–of–home visibility devices, and enhanced digital presence online and through social networking platforms.
6. Enhancing our e–Commerce initiative by partnering with Flipkart to establish a presence in the fast growing e–tail space.
Despite weak demand in global markets, our international business actively expanded into new markets, namely Maldives, and achieved strong growth in Myanmar, Nepal and Fiji. The high point of Exports was the significantly higher increase of shipments to Philippines driven by the new range of Refrigerators and Washing Machines launched during the year. There were challenges in major markets like Sri Lanka due to increased presence of local manufacturers. The company addressed this by focusing on channel restructuring and expanded product range, leading to growth in the last quarter of the year.
With focused retail initiatives and products developed with local consumer insights, we expect to continue growing our International Business at a faster pace.
In the year under review, Consumer Service focused on two key deliverables:
– Deliver best–in–class service through differentiated service experience – 'Branded service'
– Evolve our partner operations to become a direct–to–home channel for selling Water Purifiers
Special focus was given to implement and execute business processes and to develop robust IT system to improve organizational efficiency and business profitability. Key processes were re–engineered and systems developed to empower people in the field, doing away with old manual processes. Emphasis was given to processes in our Call Centers; agents now have tools to assist consumers rectify the problem on their own. This not only provides quick resolution and peace of mind to the consumer but also saves cost for the company by avoiding a technician visit. 'Governing Principle Balanced Scorecard' continues to be the flagship governing tool wherein Service Partners are rated on a scale of 1 to 5 on a set of service measures as well as financial integrity parameters. The year has seen significant improvement in service rating scores of category A and B Partners. The Consumer Service team has also kicked off an end–to–end process automation for providing a 'differentiated service experience' to high end consumers.
Operating Excellence has been identified as one of the key elements in our new global strategic framework. A team comprising representatives from each of the Whirlpool regions are in the process of standardizing key consumer care processes globally. To start with, two processes are now tracked globally on a regular basis.
Innovation continues to play a role in the Water Purifier business. We have got an encouraging response to the Direct–to–Home model set up with Service Partners. New models launched in the year through the DTH channel have done well. After–sales care being critical to the success of the water business, exclusive Service Providers for Water business are being appointed in key cities so that our follow–up for periodic maintenance increases, which will also result in an increase in revenue.
Accessories, consumables and maintenance contracts sold through the Service channel continue to grow steadily and contribute to the top line and profitability of the company.
HUMAN RESOURCES –
Winning through People
The year 2014–15 saw the Human Resource function take the lead in engaging the organization to deliver outstanding business results. Being an "Employer of Choice" has been our stated intent and to bring this alive we focused sharply on People Excellence, which unleashed individual and collective talents, inspired a winning culture, and created competitive advantage that delivered results beyond expectations.
Whirlpool, Asia South – ofwhich India is the largest unit – was awarded the Chairman's W–Award for Employee Engagement. This acknowledges employees of Whirlpool of India to be the most engaged team in the Whirlpool world. In a study conducted by Aon Hewitt, Whirlpool of India was listed as amongst the top 11 Best Employers in India. This prestigious award makes Whirlpool a part of an elite group of companies in the country.
The journey towards becoming a Best Employer, involved creating a robust talent pipeline for our mid/senior managerial positions. Our Young Leader Program facilitated this objective by identifying and nurturing young leaders from premium campuses. This was supported by our LEAD Program that focused on creating better people leaders.
The year 2014–15 showed our continued focus on building strategic capability within the organization. Initiatives like i–Grow, i–Drive and i–Learn focused on building go–to–market capability in our sales, service and retail workforce. Besides building capability, these initiatives, resulted in high engagement and instilled the spirit of winning amongst the employees.
Whirlpool is committed to enhance the industrial relations climate in and around its factories. This year, too, our focus on the welfare of blue collared workers remained unabated. To promote diversity even at that level, the Pune plant employed approximately 100 women workers in the factory. Besides improving diversity and as a result an inclusive culture, the move enhanced employment opportunity within the region.
The Human Resource function continues to be an active partner to the business, in its journey towards making Whirlpool the Best Home Appliance Company of India. In total 1,560 number of white collar employees were on the rolls of the company during the year ended 31st March 2015.
FINANCE AND ACCOUNTS
In 2014–15, the macro–economic environment showed improvement and saw modest uplift in demand but this has been limited to specific markets and channels, while competitive intensity has risen.
The company's performance has been very encouraging with 16.2% increase in net operating income vs. previous year, resulting in profit before tax higher by 72.5% compared to previous year.
The Company focused on levers of our 3–Phase strategy with particular emphasis on Product Leadership, Channel Excellence and Cost Leadership. Initiatives under these initiatives helped the company grow its revenue and profitability. Working capital, as always, was managed efficiently and led to record generation of cash.
During the year ended March 31, 2015 four (4) meetings of the Board of Directors were held. Detailed information on the meetings of the Board and dates of the meetings are included in the report on Corporate Governance, which forms part of this Annual Report.
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. All directors, key managerial personnel and senior management have confirmed to comply with the company's Code of conduct.
The independent directors have confirmed and declared that they fulfil the criteria of independence as per the provisions of Section 149 (6) of the Companies Act, 2013 and are not disqualified to act as an independent director. The Board is also of the opinion that the independent directors fulfil the independence requirement in strict sense and are eligible to continue as Independent Director of the company. No director resigned from the company during the reporting period.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors 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 and loss 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. Vikas Singhal retires by rotation and being eligible offer himself for re–appointment.
Mr. Vikas Singhal aged 48 years has over 25 years of rich and diverse experience, working with top notch global organizations. He began his carrier as a graduate trainee with Carrier Aircon, the global leader in Refrigeration & Air Conditioning. Subsequently he was with Delphi Automotives, Owens Brockway and Piramal Enterprises in various leadership positions.
Previous to joining Whirlpool, he served as V.P. Manufacturing and Technology, Piramal Enterprises, Glass Division. Ranging from Manufacturing Operations to Supply Chain, Project Management, New Business Development, Vikas has dealt with a broad continuum of business facets. He holds a B.Tech degree in Industrial Engineering from IIT Roorkee and a PGDBM from XLRI Jamshedpur.
The Board recommends his re–appointment.
APPOINTMENT/ RE–APPOINTMENT OF DIRECTORS
Mr. Arvind Uppal
Mr. Arvind Uppal (DIN 00104992) was appointed as Chairman & Managing Director for a period of three years w.e.f. April 1, 2013 by the shareholders in its Annual General Meeting held on 14th August 2013 and his current term expires on 31st March 2016. Board in its meeting held on 20th May 2015, subject to approval of shareholders, approved the re–appointment of Mr. Arvind Uppal as Chairman & Executive Director for a period of five years commencing from 22nd June 2015.
Mr. Anil Berera
Mr. Anil Berera (DIN 00306485) was appointed as Whole Time Director for a period of three years w.e.f. 3rd November 2011 at a remuneration approved by shareholders in its Annual General Meeting held on 6th August 2012. His office as whole time director is due for renewal with effect from 3rd November, 2014. Board in its meeting held on 20th May 2015, subject to approval of shareholders, approved the re–appointment of Mr. Anil Berera as Executive Director & CFO with effect from 3rd November, 2014.
Mr. Vikas Singhal
Mr. Vikas Singhal (DIN 02262421) was appointed as Whole Time Director for a period of three years w.e.f. 8th May 2012 at a remuneration approved by shareholders in its Annual General Meeting held on 6th August 2012. His term as whole time director is due for renewal with effect from 8th May 2015. Board in its meeting held on 20th May 2015, subject to approval of shareholders, approved the re–appointment of Mr. Vikas Singhal as Whole Time director with effect from 1st April 2015.
Mr. Sunil A. D'Souza
The Board in its meeting held on 20th May 2015 appointed Mr. Sunil A. D'Souza, as an Additional Director of the Company effective from 22nd June 2015, pursuant to the provisions of Article 107 of the Articles of Association of the Company read with Section 161(1) of the Companies Act, 2013. Mr. Sunil A. D'Souza holds office as director of the company up to the date of the ensuing Annual General Meeting but is eligible for appointment as a Director. A notice under Section 160(1) of the Act has been received signifying its intention to propose Mr. Sunil A. D'Souza as a candidate for the office of Director of the Company. The Board also appointed Mr. Sunil A. D'Souza as the Managing Director of the Company for a period of five years effective from 22nd June 2015, subject to approval of the Members.
Details of the proposal for appointment and re–appointment of above directors are mentioned in the explanatory statement under Section 102 of the Companies Act, 2013 of the Notice of the 54th Annual General Meeting.
Except Mr. Vikas Singhal who holds 2,700 Equity shares none of the other directors proposed for appointment or re–appointment are holding any shares/ convertible instruments of the Company.
The boards recommend their appointment/re–appointment.
KEY MANAGERIAL PERSONNEL
As on 31st March 2015, company has following key managerial Personnel In compliance with the provisions of Section 203 of the CompaniesAct, 2013.
1. Arvind Uppal – Chairman and Managing Director
2. Anil Berera – Executive Director & Chief Financial Officer
3. Vikas Singhal – Whole Time Director
4. Mr. Ravi Sabharwal – Company Secretary
Mr. Anil Berera, Executive Director was appointed as key managerial personnel (CFO) of the company in terms of provisions of Sec. 203 of the Companies Act, 2013 with effect from 19th May 2014. Mr. Sunil A. D'Souza, has been appointed as an Additional and Managing Director of the Company with effect from 22nd June 2015.
INTERNAL FINANCIAL CONTROL
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.
REMUNERATION POLICY & BOARD EVALUATION
The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, senior management and their remuneration, including criteria for determining qualifications, positive attributes, independence of directors, board diversity. 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 criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the board and its committees thereof, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.
RELATED PARTIES DISCLOSURES
Related party transactions are reviewed and approved by 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 company'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 with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest 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 B.
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.
The Audit committee held four (4) meetings during the year. The members of the audit committee are:–Mr. Anand Bhatia, Chairman – Independent Director
Mr. Simon J. Scarff, Member – Independent Director
Mr. Sanjiv Verma, Member – Independent Director
Ms. Sonu Bhasin, Member Mr. Anil Berera, Member Independent Director Executive Director
Mr. Anand Bhatia, Chairman of the Committee has adequate financial and accounting knowledge.
The Chief Financial Officer, 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 the Managing Director and Cost Auditor to attend the meeting as and when required.
Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
Whirlpool of India's initiatives under CSR is focused towards:
1. Promoting employment 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.
During the financial year 2014–15, Whirlpool touched the lives of many under–privileged people through programmes to meet the above goals. Programmes were selected to better their future and thereby create empowered citizens of our country.
Skill Development Program:
Whirlpool has chosen "Skill Development" as its flagship CSR program. We imparted vocational training to almost 1,900 youths across India through training partners recognized by National Skill Development Corporation (NSDC). Training imparted was in two domains, viz. "Field Service Engineer" following the Qualification Pack (QP) prescribed by Electronics Skill Sector Council of India (ESSCI) and "Retail Sales Associate" following the QP defined by Retailers Association Skill Council of India (RASCI). Assessment was conducted by authorized Assessment Agencies and successful candidates were awarded NSDC certification while all received a participation certificate from Whirlpool. Employment of successful candidates was a key area of focus and placement was obtained for approximately 50% of candidates. Through our subject expertise, we were able to upgrade the curriculum for the course and strive to continuously better the infrastructure. In 2015–16, we aim to empower approximately 2,000 youth through similar training programmes.
Community Development Program:
Whirlpool has embarked on a community program in villages adjoining its manufacturing facility in Ranjangaon. The programme – "Integrated Child Development Program" is being implemented through "Community Aid & Sponsorship Programme (CASP)", a Pune based organization committed to sustainable development and strengthening of child, family and community. Whirlpool's intervention involves sponsorship of 300 children in three villages adjacent to the plant. Identifying children as the building blocks of society and education as the most powerful tool, this programme aims to provide all–round development to needy students through their Classes VII– X. Executing the programme includes providing text books and stationery as well as preventive healthcare actions. Engagement with village elders and the family of the sponsored children, as a means to sustain the programme, is an important element of the programme.
Whirlpool has also supported other worthy causes notable among which is a donation to Goonj, a reputed NGO, towards providing relief for flood affected victims of Jammu & Kashmir.
As per the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on company's website www.whirlpoolindia.com) and further details of the CSR activities are contained in the Annexure – C forming part of this Report.
RISK MANAGEMENT POLICY
The Company has formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.
Company has identified various strategic, operational and financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company.
Details of establishment of vigil mechanism are disclosed in the corporate governance report and is also available on company's website at www.whirlpoolindia.com
AUDITORS AND AUDITORS' REPORT
The Audit Committee has recommended to the Board, the re–appointment of M/s S. R. Batliboi & Co. LLP, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of 56th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at the subsequent Annual General Meetings and the necessary resolution for their re–appointment as statutory auditors is placed before the shareholders at the 54th Annual General Meeting.
The auditor's report does not contain any qualification or adverse remarks.
The board had re–appointed Mr. N. C. Khanna (membership no. 4268 & certificate of practice no. 5143) a practicing Company Secretary for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014–2015. The report of the secretarial auditor is annexed to this report as Annexure D. The report does not contain any qualification or adverse remarks.
The Board ofDirectors, on recommendation of the Audit Committee, had re–appointed M/s R. J. Goel & Co., Cost accountants (Firm Registration No. 00026) as Cost Auditors of the Company, for the Financial Year 2015–16, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government, pursuant to its order dated 30th June, 2014 and any amendments thereof, subject to the ratification of the remuneration to be paid to the Cost Auditor by the shareholders in ensuing Annual general meeting.
A certificate from them has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under of Section 141 of the Companies Act, 2013 and rules framed there under.
The Company had filed the Cost Audit Report for FY 2013–14 on 6th September, 2014, which is within the time limit prescribed under the Companies (Cost Audit Report) Rules, 2011.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of the provisions of Section 124 of the Companies Act, 2013, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.
The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk.
LISTING OF SHARES
Company's equity shares are listed at BSE Ltd. and National Stock Exchange of India Ltd.
A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.
The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".
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 E and form part of this report.
PARTICULARS OF EMPLOYEES
As required by the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure to this Report and forms part of this report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Directors' Report is being sent to all members of the Company excluding the aforesaid information. The information on employees' particulars will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure F.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form MGT–9 is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013 as Annexure G.
Your Directors state that no disclosure or reporting is required in respect of the following(s):
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
3. 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.
The Company's growth has been achieved by continued support from all its stakeholders. The Company's partners– different stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Company's success. Your Director's wish to place on record their sincere thanks to these partners. The Directors' would also like to express their appreciation to various agencies of Central & State Government for their continued support.
For and on behalf of the Board of Directors
Arvind Uppal [Chairman & Managing Director] DIN 00104992
Anil Berera [Executive Director & Chief Financial Officer] DIN 00306485
Place of signature : Gurgaon
Date : May 20, 2015