The Directors'' are pleased to present their 55th Annual Report and
Audited Accounts for the yearended March 31st, 2016
(Rs. in lacs)
Particulars For the year ended
March 31, 2016 March 31, 2015
Sales/ Income from operations
(including excise duty) 385,582 357,777
Other Income 5,147 3,800
Profit/ (Loss) before Interest,
items & Tax 43,518 36,929
Interest (88) (64)
Depreciation (6,869) (6,818)
Profit/ (Loss) before tax 36,562 30,052
Provision for Tax (including
deferred tax and wealth tax) (11,743) (9,001)
Net Profit/ (Loss) for the year 24,738 21,051
Credit/ (Debit) Balance B/F from
previous year 61,035 43,462
Depreciation adjustment - (3,478)
Profit available for appropriation 85,773 61,035
Surplus/ (Deficit) carried to
Balance Sheet 85,773 61,035
Performance of the Company
During the year ended 31st March, 2016 the revenue from operations of
the Company was Rs.385,582 lacs as compared to last years revenue from
operations of Rs. 357,777 lacs up by 7.8%. Profit before tax was Rs.
36,562 lacs as compared to corresponding profit of Rs. 30,052 lacs in
the previous year up by 21.7%.
No dividend on equity shares has been recommended by the Board for the
year ended 31st March, 2016 considering the future capital investment
plans of the company.
The paid up capital of the company as on 31st March, 2016 was Rs.8,6876
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
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 SEBI (LODR) Regulations, 2015, MD&A is
enclosed as Annexure A and is part of this Report.
SALES & MARKETING
The consumer durables industry has witnessed a revival of demand in
2015, primarily supported by urban demand, against the backdrop of a
dynamic atmosphere bred by multiple factors like rising disposable
income, easy finances and growing popularity of e-commerce platforms.
Although certain inevitable challenges, such as a below-average monsoon
and the consequent plunge in sentiment in rural markets, did dampen the
demand and hit the industry sales, there was an overall optimism in the
market sentiments on account of positive macro-economic trends like
decline in inflation, inflationary expectation, falling interest rates
and funding support from banks. Consequently, the industry clocked a
vibrant growth of 25% during the festive season.
Despite favorable government policy changes like custom duty reduction
on refrigerator & MWO components and initiatives like Make in India,
there is no significant near term price impact for the consumers.
However, these developments are in the right direction to support
domestic manufacturing and may subsequently bring down the cost of
manufacturing in the long term.
In this volatile and unforgiving environment, the focus of Sales and
Marketing was as follows:
1 Develop class leading products with meaningful innovations that stem
from strong consumer insights.
2. The complete range of both Frost Free and Direct Cool refrigerator
categories were invigorated with innovative features like 6th Sense
Intellifresh Technology, 6th Sense Fresh Control Technology, Mcroblock
etc., further strengthening our core equity of better cooling .
3. New products have been introduced in washing machine category as
well. In fully automatic range, Stainwash Ultra and Stainwash Deep
Clean come with intuitive 6th Sense Technology that removes up to 25
tough stains. In semi-automatic range, Ace Supersoak and Ace TurboDry
have been received by market with wide acclaim.
4. Air Conditiners category underwent a major haul with the launch of
all new 3D Cool Xtreme range of Split Air conditioners tha give
powerful performance even in extreme conditions during summer while
being easy on the pocket. The new range comes with the innovative 3D
Power Cool Technology and Dual Fan Compressor Technology (patent
applied), which offers 3 times more powerful performance even in
extreme conditions like high temperatures of 55°C and low voltage of up
to B 5V.
5. Yet another innovation from Whirlpool, Jet chef microwave oven with
unique text assisted display, 6th Sense HumiditySensor Technology and
6th Sense WeightSensor Technology, adjusts the cooking time &
temperature automatically to deliver perfect cooking results.
6. Project Akraman 3.0 scaled up multifold to strengthen trade
relations, improve distribution network, ensure better product mix and
sustain visibility at the shop floor all around the year through unique
consumer engagement initiatives.
During the year in review, global demand scenario remained weak,
especially in emerging markets, which are the company''s key export
destinations. This is reflected in our revenue which was flat over the
previous year. However on the positive side the company was able to
improve its margins considerably driven by superior product mix and
enhanced cost competitiveness. Srilanka was the outperformer during the
year, where the Whirlpool brand did well and gained significant market
share. This more than compensated for the unforeseen decline in
shipments to Nepal due to the long blockade of the Indo Nepal border.
During Q4 FY 15-16, the company managed to get significant breakthrough
in select African markets like Morocco with its innovative washer
models. This augurs well for our business during the ensuing year.
The current year, FY 16-17, looks promising as the company has taken a
host of initiatives to accelerate international business. Several
business opportunities in South East Asia and Oceania region are on the
unveil and we expect to see a ramp up of shipments to these regions in
the forthcoming months. The company is also working on its business
strategy to increase its presence in the neighboring SAARC markets.
Overall, the exports business is poised to deliver superior growth in
the coming year.
In the year under review we have made significant progress on Service
Strategy. We continue to focus on the following key Deliverables;
Deliver best-in-class service through differentiated service experience
- ''Branded Service'' Evolve our Partners operation to become Direct to
Home Channel for Selling Water Purifiers
We are continuously focusing on developing our executional capabilities
to provide our consumer with great service experience & in this regard
we have rolled out Differential service model in Delhi & Mumbai.
Differential service experience is all about understanding the consumer
service needs for different product categories, like Direct Cool, Frost
Free, MWO, RO, AC, Washing machines etc & trying to offer them the
right service solution, thereby providing them with great service
To support our Service Strategy investments has been made in IT system,
which is web based real time software that connects Whirlpool to all
its service network real time. Differential remuneration has been
introduced in our service network to drive better productivity &
improve service levels. Governing Principle Scorecard continues to be
our field performance & efficiency metrics, wherein Service Partners
are rated on scale 1 to 5 on a set of defined parameters. This has
helped us to create uniformity in our service deliveries PAN India.
We continue to focus on training, development & engagement of service
technician on an ongoing basis, as we believe that a highly trained &
motivated Service technician is the key to drive better customer
satisfaction. We are proud to mention that we have started our second
Whirlpool Service training Academy which is a state of the Art training
facility in Puducherry catering to our South region. With this we have
two academies one in Gurgaon & second one at Puducherry.
We have made progress in developing our Service Network as DTH channel
& we see that larger number of service partners have now started
selling Water Purifiers. This is strengthening our belief that when
consumer is highly satisfied with existing service, only than they like
to buy product from Service network. After sales care is very critical
for water purifiers & to support the water category, we have invested
in opening up exclusive service partners for water service Pan India.
Our Service Business continues to grow through both our Service Partner
Network & Spares parts Distribution channel.
PEOPLE EXCELLENCE - OUR COMPETITWE ADVANTAGE
We at Whirlpool believe in the ability of our people to enable business
transformation and term this phenomenon as ''People Excellence''. In the
year 2015-16, we displayed an indomitable Spirit of Winning and
delivered great performance across business levers. Our focus on People
Excellence played a vital role in supporting the business strategy
through building and sustaining a winning culture. This was recognized
by the industry and Whirlpool was adjudged as a Best Employer by Aon
Hewitt. This was the second time in a row that Whirlpool was conferred
the laurel, reiterating the inherent strength of the organization.
To win at the market place, we executed Project Harvest which resulted
in enhancing the efficiency and effectiveness of the organization. This
was achieved through a process of de-layering and creating holistic
roles. Besides maximizing organization productivity the project
unlocked growth opportunities for younger and diverse talent. Along
with this, we continued our focus on building Go To Market Capability
(I grow- Sales, I Drive- Service, I Learn- retail).
Our people excellence framework made exceptional contributions in the
area of unleashing individual and collective talent. A vital role was
played in equipping employees with the right skills and capabilities
for today; and developing them for tomorrow. The Succession Planning
processes, Future Leadership Program (FLP) & Young Leaders Program
(YLP) have ensured we have a robust talent pipeline to enable business
continuity and take strategic advantage of our strong human capital.
Leadership development was anchored around the Whirlpool leadership
Model and Beliefs. The model was cascaded to people managers across the
country. ''Demystifying Leadership'' and making the leadership values a
part of the everyday verbiage of employees, was, the fundamental
objective of this cascade. The idea was to meticulously curate a
culture which not only seeps in our ethos but also gives us a
competitive advantage through inspiring extraordinary performance.
Whirlpool is committed to enhance representation of women employees to
reflect our customer base which is predominantly women. This premise
made us focus our efforts towards creating an inclusive workplace for
the set of ''diverse'' individuals employed. Mass hiring of women
employees in the manufacturing units, organization wide campaigns ,
coupled with a strategy to ensure attraction , development and
retention for women talent ('' Be The Change'') remain unabated. These
initiatives enhanced the representation of women employees manifold.
We have a multi-generation workforce which helps us leverage the
existing expertise of the older group along with the fresh perspective
of the younger group. The coexistence of these two groups is both a
challenge and a huge area for opportunity for us. The multi-generation
talent allows us to take advantages of varied perspectives and ideas
which stem the path for innovation & creativity. To make the most of
these opportunities, measures are taken to keep the workforce ''happy &
engaged''. With this aim in mind, it was imperative to revamp our
policies, update our learning programs, shift the reward mechanisms and
focus on challenging career opportunities.
Going forward, being an employer and partner of choice is one of the
key elements of our long term business strategy. An employer and
partner of choice for us is geared towards identifying and retaining
the right set of people for driving extraordinary performance and on
building a winning culture which drives empowerment and freedom. Our
efforts in this direction have been vindicated by our substantial
increase in the year on year engagement score results ( 4%) and
sustained recognition of best employer status.
In total 1646 white collar employees were on the rolls of the company
during the year ended 31st March 2016.
FINANCE AND ACCOUNTS
In 2015-16, 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 5.9% increase
in net operating income vs. previous year, resulting in profit before
tax higher by 21.7% 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 31,2016 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 fulfill
the criteria of independence as per the provisions of Sec. 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 fulfill 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
Pursuant to Section 134(3)(c) the Director hereby state and confirm
(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, 2016 and the
Article IB of the Articles of Association of the Company Mr. Arvind
Uppal retires by rotation and being eligible offers himself for
Details of the proposal for his appointment are mentioned in the
explanatory statement annexed to the notice of the 55th Annual General
Meeting. The board recommends his re-appointment
KEY MANAGERIAL PERSONNEL
As on 31st March, 2016, company has following Key Managerial Personnel
In compliance with the provisions of Sec. 203 of the Companies Act,2016.
1. Mr. Arvind Uppal - Chairman and Executive Director.
2. Mr. Sunil D'' Souza - Managing Director
3. Mr. Anil Berera -Executive Director & Chief Financial Officer
4. Mr. Vikas Singhal - Executive Director
5. Mr. Ravi Sabharwal - Company Secretary
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 ( 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.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 a 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
Mrs.SonuBhasin, Member - Independent Director
Mr. Anil Berera, Member - Executive Director
Mr. Anand Bhatia, Chairman of the Committee has adequate financial and
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 when required.
Mr. Ravi Sabharwal, Company Secretary, is the Secretary of the Audit
CORPORATE SOCIAL RESPONSIBILITY
Whirlpool of India has carefully created it''s CSR policy to ensure
betterment of society, while keeping the humane touch intact. This
reflects in the policy as mentioned below:
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.
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.
Whirlpool, true to its values, has been working relentlessly to bring
the desired changes in the lives of those who need a little extra
support to pave a better life. We have just been helping!
Skill Development Program:
In the second year of it''s implementation, our flagship CSR program on
Skill Development has gained momentum and strength. We imparted
vocational training to almost 2,700 youths across India through
training partners recognized by National Skill Development Corporation
(NSDC). Training imparted was in two domains; viz. Field Service
Engineer and Retail Sales Associate following the methodology
defined by NSDC and concerned Sector Skill Councils. Employment of
successful candidates remains a key area of our focus and placement was
obtained for approximately 60% of candidates.
In financial year 2016-17, we plan to sustain this project and aim to
empower approximately 3,500 youth through similar training programmes.
Community Development Program:
In line with defined policy, Whirlpool has implemented community
development program in villages adjoining its manufacturing facilities
in Pune, Faridabad and Puducherry. The programs are based on need
assessment surveys done in the communities and strive to ease the most
pressing issues of the local community.
Our Integrated Child Development Program implemented in Pune, through
Community Aid & Sponsorship Programme (CASP), a Pune based
organization, committed to sustainable development and strengthening of
child, family and community, is successfully completing it''s second
year. It gives us pleasure to see the change that the program has
brought to academic lives of 300 children we suppor t.
While recognizing Healthcare & Elderly Care as the need of the
community in Sanyasikuppam village, Whirlpool, through FXB India
Suraksha, an organization with experience in such domain, has started
a comprehensive community development programme for the villages around
Puducherry factory. This program, with support from employees &
community alike, is getting it''s share of acceptance and shall be
touching lives of 750 people of Sanyasikuppam in one way or other.
The baseline survey done at localities around Whirlpool Factory in
Faridabad recognized the problem of School drop outs & lack of
education in age group of 6-14 yrs of age. To address this issue,
Whirlpool has started Basic Learning through Library Intervention
Programme with Pratham Education Foundation a well recognized name
in pre-school education to under-privileged children. The program
focuses on providing quality basic education through it''s CAMaL
methodology and help children get admitted to mainstream schooling
system. This intervention shall help 1200 children to learn basic
reading, writing & arithmetic every year through five centers run in
the locality of AC Nagar of Faridabad.
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
at wwwwhir lpoolindia.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
and the necessary resolution for ratification of their appointment as
statutory auditors is placed before the shareholders at the 55th Annual
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 2015-2016. The
report of the secretarial auditor is annexed to this repGkniKsxure 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
2016-17, 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 2015-16 on 29th
September, 2015, 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 SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015 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 B4(3)(m) of The
Companies Act, 2016 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 rfainexure 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, 2011, the names and other particulars of
employees are set out in the Annexure to this Report and forms pa 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^
remuneration and other details in terms of Section B7(E) of the
Companies Act, 2016 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2011, are forming part
of this report a 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, 23B
as Annexure G.
Your Directors state that no disclosure or reporting is required in
respect of the following(s);
1. Details relarig to deposits covered under Chapter V of the Companies
2. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Companys
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 Directors'' 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
signature : Gurgaon Arvind Uppal SunilD''Souza
Date : May 20, 2016 [Chairman & Executive
Director] [Managing Director]
DIN 0004992 DIN 07194259