The Directors'' are pleased to present their 54th Annual Report and
Audited Accounts for the year ended 31st March 2015.
(Rs. in lacs)
Particulars For the year ended
March 31, 2015 March 31, 2014
Sales/ Income from 357,777 310,596
Other Income 3,800 2,793
Profit/ (Loss) before 36,929 23,946
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
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
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
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
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
* 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
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
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
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
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
(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
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
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
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
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,
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
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
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.
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 - 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
CORPORATE SOCIAL RESPONSIBILITY
Whirlpool of India''s initiatives under CSR is focused towards:
1. Promoting employment enhancing vocational skills for employability
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
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
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
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
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 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.
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
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
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