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Whirlpool of India. Directors Report, Whirlpool Reports by Directors
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Whirlpool of India.
BSE: 500238|NSE: WHIRLPOOL|ISIN: INE716A01013|SECTOR: Consumer Goods - White Goods
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Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The Directors'' are pleased to present their 54th Annual Report and
 Audited Accounts for the year ended 31st March 2015.
 
 Financial Results
                                                         (Rs. in lacs)
 
 Particulars                              For the year ended
 
                                 March 31, 2015         March 31, 2014
 
 Sales/ Income from                     357,777                310,596
 operations (including
 excise duty)
 
 Other Income                             3,800                  2,793
 
 Profit/ (Loss) before                   36,929                 23,946
 Interest, Depreciation,
 Extraordinary items & Tax
 
 Interest                                  (64)                  (142)
 
 Depreciation                           (6,813)                (6,383)
 
 Profit/ (Loss) before tax               30,052                 17,421
 
 Provision for Tax                      (9,001)                (5,130)
 (including deferred tax and
 wealth tax)
 
 Net Profit/ (Loss) for the year         21,051                 12,291
 
 Credit/ (Debit) Balance B/F             43,462                 31,171
 from previous year
 
 Depreciation adjustment                (3,478)                      -
 
 Profit available for appropriation      61,035                 43,462
 
 Surplus/ (Deficit) carried to           61,035                 43,462
 Balance Sheet
 
 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%.
 
 Dividend
 
 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.
 
 Share Capital
 
 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 White Magic 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.
 
 INTERNATIONAL BUSINESS
 
 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.
 
 CONSUMER SERVICES
 
 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 - of which 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.
 
 BOARD MEETINGS
 
 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 Companies Act,
 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.
 
 AUDIT COMMITTEE
 
 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            -    Independent Director
 
 Mr. Anil Berera, Member            -    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.
 
 VIGIL MECHANISM
 
 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
 
 Statutory Auditors
 
 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.
 
 Secretarial Auditors
 
 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.
 
 Cost Auditors
 
 The Board of Directors, 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.
 
 INSURANCE
 
 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.
 
 CORPORATE GOVERNANCE
 
 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.
 
 GENERAL
 
 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.
 
 ACKNOWLEDGEMENT
 
 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
 
 Place of  : Gurgaon      Arvind Uppal          Anil Berera
 signature                [Chairman &           [Executive Director &
 Date : May 20, 2015      Managing Director]    Chief Financial Officer]
                          DIN 00104992          DIN 00306485
 
Source : Dion Global Solutions Limited
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