crompton greaves consumer electrical ltd Directors report
Dear Members,
The Board of Directors are pleased to present the Companys 9th Integrated Annual Report on the business and operations of your Company ("the Company" or "Crompton"), along with the audited financial statements (Standalone & Consolidated) for the F.Y. ended March 31, 2023
1. STATE OF THE AFFAIRS OF THE COMPANY
The performance of the businesses are detailed out in the Management Discussion and Analysis Report ("MDA") which forms part of this Integrated Annual Report.
2. FINANCIAL PERFORMANCE
( in Rs crore)
Consolidated |
Standalone | |||
Particulars |
||||
| F.Y. 2022-23 | F.Y. 2021-22 | F.Y. 2022-23 | F.Y. 2021-22 | |
| Revenue from Operations | 6,869.61 | 5,394.11 | 5,809.31 | 5,373.20 |
| Other Income | 66.78 | 72.65 | 74.41 | 79.90 |
Total Income |
6,936.39 | 5,466.76 | 5,883.72 | 5,453.10 |
Profit before Tax* |
612.15 | 751.54 | 594.31 | 763.15 |
| Tax Expenses | 135.75 | 173.16 | 118.75 | 169.67 |
Profit for the year |
476.40 | 578.38 | 475.56 | 593.48 |
| Attributable to Owners of the Company | 463.21 | 578.38 | 475.56 | 593.48 |
| Non-controlling Interest | 13.19 | - | - | - |
| Other Comprehensive Income (OCI) | (2.34) | 2.05 | (1.31) | 2.05 |
Total Comprehensive Income |
474.06 | 580.43 | 474.25 | 595.53 |
| Owners of the Company | 461.04 | 580.43 | 474.25 | 595.53 |
| Non-controlling Interest | 13.02 | - | - | - |
Opening Balance in retained earnings |
1,964.51 | 1,543.09 | 1,967.20 | 1,530.68 |
| Amount available for appropriations | 2,340.14 | 2,121.47 | 2,519.57 | 2,124.16 |
Appropriations |
||||
| Final Dividend Paid for F.Y. 2021-22 | (158.41) | - | (158.41) | - |
| Final Dividend Paid for F.Y. 2020-21 | - | (156.96) | - | (156.96) |
Closing balance in retained earnings |
2,181.73 | 1,964.51 | 2,361.15 | 1,967.20 |
*Profit before Tax for F.Y. 2022-23 standalone includes net income of 5.54 Rs crore towards 8.89 core as gain on Sale of Investment(net of expenses) in Butterfly Gandhimati Appliances Ltd , a subsidiary and 3.35 Rs crore expenditure related to proposed merger and for F.Y. 2021-22 consolidated includes 12.97 Rs crore as cost of acquisition of Butterfly Gandhimati Appliances Ltd
OVERVIEW/ OPERATIONS OF COMPANYS 3.
FINANCIAL PERFORMANCE
• Consolidated income, comprising Revenue from Operations and other income, for the year was
6,936.39 Rs crore, 26.88% higher compared to 5,466.76 Rs crore in F.Y. 2021-22
• Total consolidated Revenue from Operations for the year increased to 6,869.61 Rs crore vis-?-vis 5,394.11 Rs crore in
F.Y. 2021-22
• Consolidated Profit before Tax for the year was
612.15 Rs crore vis-?-vis 751.54 Rs crore in F.Y. 2021-22.
Consolidated Profit after Tax for the year was 476.40 Rs crore compared to 578.38 Rs crore in F.Y. 2021-22.
• No material changes or commitments have occurred between the end of the Financial Year and the date of this Report, which affect the Financial Statements of the Company with respect to the reporting year.
4. DIVIDEND
Your Directors are pleased to recommend a dividend of
H3.00 (Rupees Three) per equity share of the face value of 2.00 (Rupees Two) each for the year ended March 31,
2023.
The dividend, subject to the approval of the Members at the Annual General Meeting ("AGM") to be held on Saturday, July 22, 2023 will be paid on or after Tuesday, July 25, 2023 but within a period of Thirty (30) days from the date of AGM to the Members whose names appear in the Register of Members, as on the cut-off date, i.e. Friday, July 7, 2023.
In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.
In terms of the provisions of Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015asamended("theListingRegulations"), the Company has formulated a Dividend Distribution Policy. The policy is given as Annexure 1 to this Report. It is also available on the Companys website and can be accessed at: https://www.crompton.co.in/wp-content/ uploads/2023/02/Dividend-Distribution-Policy-1.pdf
5. TRANSFER TO RESERVES
Your Company does not propose to transfer any amount to the General Reserve.
6. DEBENTURE REDEMPTION RESERVE
The Debenture Redemption Reserve (DRR) of
75 Rs crore (Rupees Seventy Five Rs crore) created in
F.Y. 2018-19 pursuant to the provisions of Section 71 of the Companies Act, 2013 ("the Act") read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014 was utilized by the Company while redeeming the NCDs in May, 2022.
As required under SEBI Circular SEBI/HO/MIRSD/
CRADT/CIR/P/2020/207 dated October 22, 2020, your Company has created Recovery Expense Fund in respect of outstanding debentures.
REPORT ON MANAGEMENT DISCUSSION 7.
AND ANALYSIS
As required under Regulation 34 read with Schedule
V(B) of the Listing Regulations, report on "Management Discussion and Analysis" is presented in a separforming part of this Integrated Annual Report.
INCREASE IN SHARE CAPITAL - EXERCISE 8.
OF STOCK OPTIONS
8.1 Paid-up capital
During the year under review, your Company has made following allotments pursuant to the exercise of options by eligible employees under various ESOP schemes:
Sl. |
No. of | |
No. |
Name of the ESOP Scheme |
Shares |
| 1 | Crompton Performance Share Plan - | 11,28,143 |
| 1 - 2016 ("PSP-1 2016") | ||
| 2 | Crompton Performance Share Plan - | 7,52,095 |
| 2 - 2016 ("PSP-2 2016") | ||
| 3 | Crompton Employee Stock Option | 7,23,022 |
| Scheme - 2016 ("ESOP 2016") | ||
| 4 | Crompton Employee Stock Option | 1,00,500 |
| Scheme – 2019 ("ESOP 2019") | ||
| Total | 27,03,760 |
Accordingly, the total paid-up share capital of the
Company as on March 31, 2023 stood at 127.22 Rs crore divided into 63,61,09,719 equity shares of 2.00 (Rupee Two) each.
8.2 Authorised Capital
During the year under review, there was no change in the authorised capital of the Company.
Your Company has neither issued any shares with differential rights as to dividends, votings or otherwise nor issued any sweat equity shares during the year under review.
9. FINANCIAL LIQUIDITY
Consolidated cash and cash equivalent as on
March 31, 2023 stood at H76.84 Rs crore (Rupees Seventy Six Rs crore Eighty Four Lakh) vis-?-vis H171.62 Rs crore
(Rupees One Hundred Seventy One Rs crore Sixty Two
Lakh) in the previous year. The Companys working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.
10. CREDIT RATING
CRISIL has reaffirmed your Companys rating assigned to its Non-Convertible Debentures ("NCDs") as AA+/ Stable. This reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meets its financial obligations.
Further, India Ratings and Research (Ind-Ra) has assigned your Company a Long-Term Issuer Rating of IND AA+/Stable outlook & Short-Term rating of IND A1+. India Ratings has also affirmed your Companys. Commercial Paper ratings as IND A1+. The Commercial Paper was fully redeemed and pursuant to which the Credit rating was withdrawn.
The ratings ascribe to your Companys Strong Market Position & Brand Recall, Well-Diversified Revenue
Portfolio, Strong Liquidity & its strategic acquisition of Butterfly Gandhimathi Appliances Ltd., that would provide sustained future synergies.
11. PUBLIC DEPOSITS
No public deposits have been accepted or renewed by your Company during the year under review pursuant to the provisions of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits)
Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
PARTICULARS OF LOANS, GUARANTEES 12.
OR INVESTMENTS
The details of investments made and guarantee provided by the Company under Section 186 of the Act forms part of this Integrated Annual Report and are given in the Notes to the standalone financial statements for the F. Y. ended March 31, 2023.
Your Company has not given any loan or provided any security which are covered under the provisions of Sections 186 of the Act during the year under review.
13. INTERNAL CONTROL SYSTEMS
13.1 Internal controls and its adequacy
Your Company prioritise reinforcing financial and operational controls to enhance transparency, accountability and efficiency in its processes. Your Company adheres to an internal control framework that includes key process coverage that impacts the reliability of financial reporting, periodic control testing to assure design and operational effectiveness, implementation of remedial measures and regular monitoring by senior management and the Audit Committee of the Board. Internal audits are conducted periodically and any design deficiencies or operational inefficiencies are reported and improvement measures are recommended. The adequacy of controls is reviewed by the Audit Committee of the Board and specific processes are assessed for improvement in systems and outcomes. E-learning modules have been developed to keep employees informed of the Companys Code of Conduct,
Prevention of Sexual Harassment ("POSH") and whistleblowing rights. This ensures compliance and a controlled environment, while achieving our objectives. The Managing Director & Chief Executive Officer ("MD
& CEO") and Chief Financial Officer ("CFO") provide a certification statement in this Integrated Annual Report on the adequacy of internal control systems and procedures.
Process controls with evolving SAP solutions
Your Company is constantly working to enable IT in key processes, embedding major controls in SAP for accuracy. Third-party validation is initiated to ensure system configuration effectiveness.
Periodic reviews are conducted to control authorisation to SAP, based on function-based user access supported by the Governance Risk and Controls module. Evolving SAP solutions are utilised for process controls, with continued monitoring through automations and exception management.
Standardising processes for better decision-making
To ensure data and IT system security, your Company has implemented a single sign-on (SSO) feature for authorised access to the systems and applications. Your Company is standardising processes across key functions such as Innovation, Design, Procurement and Quality for superior decision-making. Shared services for Accounts Payable process have been implemented to drive process improvement and better decision-making, with potential for expansion to other operational areas. The Certificate provided by MD & CEO in the Certification Section of this Integrated Annual Report discusses the adequacy of the internal control systems and procedures.
13.2 Internal Controls over Financial Reporting
TheCompanysinternalfinancialcontrolsarecommensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. The Company has put in place robust policies and procedures, which inter alia, ensure integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors.
VIGIL MECHANISM/ WHISTLE-BLOWER 14.
POLICY ("WB Policy")
Over the years, the Company has established a reputation for doing business with integrity and maintained zero tolerance towards any form of unethical behavior. Your Company has formulated a Vigil Mechanism and WB Policy intending to provide a mechanism for employees to report violations. It also assures them of the process that will be observed to address the reported violation. The Policy also lays down the procedures to be followed for tracking complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants. No personnel have been denied access to the Audit Committee of the Board. The Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle-blower through several channels to report actual or suspected frauds and violation of the Companys Code of Conduct.
The Policy also provides a mechanism to encourage and protect genuine Whistleblowing among the Vendors. Any incident that is reported is investigated and suitable action is taken in line with the WB Policy.
The WB Policy of your Company is available on the website of the Company and can be accessed at the weblink: https: //www.crompton.co.in/investors/corporate-governance/ The WB policy of the Company was last amended on May 19, 2023. Your Company has also initiated the e-learning tool on WB Policy for all regular employees and also for induction of new employees. Your Company has also provided a Toll Free No. for registering any whistle blower complaint telephonically.
Eleven (11) Whistle Blower complaints were received during the F.Y. 2022-23 and suitable action has been taken in accordance with the WB policy.
SUBSIDIARY COMPANIES, ASSOCIATES & 15.
JOINT VENTURE COMPANIES
Your Company has Four (4) Subsidiaries, the details of which are as follows:
15.1 Subsidiaries
1. Pinnacles Lighting Project Private Limited
(CIN:U74999MH2018PTC318891), a wholly owned subsidiary incorporated on December 31, 2018 to execute, design, manufacture, test, supply, O&M of LED Street Lights & Poles and other related works for the implementation of Greenfield Street Lighting Project for Nineteen (19) Urban Local Bodies (ULBs) in Odisha. This contract received from Government of
Odisha, Housing & Urban Development Department is on Public-Private Partnership (PPP) basis.
Total Revenue booked for the F.Y. ended March 31, 2023 was H4.02 Rs crore (including H0.43 Rs crore as other income). Profit after Tax was H0.50 Rs crore as compared to a profit of 5.26 Rs crore in the previous year.
2. Nexustar Lighting Project Private Limited
(CIN:U74999MH2019PTC318955), a wholly owned subsidiary was incorporated on January 2, 2019 to execute, design, manufacture, test, supply, O&M of LED Street Lights & Poles and other related works for the implementation of Greenfield Street Lighting Project for Thirty Six (36) Urban Local Bodies (ULBs) in Odisha. This contract received from the Government of Odisha, Housing & Urban
Development Department is on Public-Private Partnership (PPP) basis.
Total Revenue for the F.Y. ended March 31, 2023 ended was 3.69 Rs crore (including 0.55 Rs crore as other income) and Profit After Tax was 0.55 Rs crore as compared to a Profit After Tax of 4.43 Rs crore in the previous year.
3. Crompton CSR Foundation
(CIN:U85300MH2019NPL324784) (CSR Unique
Identification No: CSR00001086), a wholly owned subsidiary was incorporated under Section 8 of the Act (being a Company limited by guarantee not having share capital) on May 1, 2019 primarily with an objective of undertaking/ channelising the CSR activities of the Company. Crompton CSR Foundation is registered under Section 80G and Section 12A of the Income Tax Act, 1961. Based on the control assessment carried out by the Company, the same is not consolidated as per lnd AS 110.
4. Butterfly Gandhimathi Appliances Limited
(CIN:L28931TN1986PLC012728) became a subsidiary of your Company on March 30, 2022. It was incorporated on February 24, 1986 to carry on the business as Importers, Exporters, Manufacturers and Dealers of household and industrial vessels and utensils from all type of metals, plastics, ebonite and in particular all household appliances. Total Revenue for the F.Y. ended March 31, 2023 ended was 1,063.14 Rs crore (including 6.59 Rs crore as other income) and Profit After Tax was 51.67 Rs crore as compared to a profit of 16.13 Rs crore in the previous year.
Pursuant to the requirements of Regulation 34(3) read with Schedule V of the Listing Regulations, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.
15.2 Joint Ventures ("JVs")/ Associate Companies
Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of this Integrated Annual Report.
16. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements have been prepared in compliance with the Indian Accounting Standards (the"Ind AS") notified under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act. The said Consolidated Financial Statements forms part of this Integrated Annual Report. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts) Rule, 2014, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached herewith as Annexure 2. The separate audited financial statements in respect of each of the subsidiary companies are open for inspection and are also available on the website of Company and can be accessed at: https://www.crompton.co.in/investors/ accounts-of-subsidiary-companies/ The Financial Statements of the subsidiaries are available for inspection by the Members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide free of cost, a copy of the Financial Statements of its Subsidiary Companies to the Members upon their request. The statements are also available on the website of the Company and can be accessed at: https://www.crompton.co.in/investors/ accounts-of-subsidiary-companies/ under the "Investors" Section.
BOARD OF DIRECTORS & KEY MANAGERIAL 17.
PERSONNEL
17.1 Directorate a. Appointments/ Re-appointments
The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee ("N&RC") of your Company. The detailed Nomination and Remuneration Policy is mentioned in the Corporate Governance Section of this Integrated Annual Report. There was no appointment during the year under review.
In terms of Section 152 of the Act, Mr. Promeet Ghosh, Non-Executive Non-Independent Director, being liable to retire by rotation, was re-appointed by the Members at the AGM held on July 22, 2022. The Board of Directors of the Company on April 24, 2023 with the recommendation of N&RC has appointed Mr. Promeet Ghosh as an Executive Director on the Board w.e.f. April 24, 2023 and as the Managing Director & CEO ("MD & CEO") w.e.f.
May 1, 2023 till April 30, 2028 subject to the approval of Members of the Company at the ensuing AGM.
Mr. Shantanu Khosla has relinquished his position as the Companys Managing Director w.e.f. April 30, 2023 & has elevated to the position of Executive Vice Chairman w.e.f. May 1, 2023 till April 30, 2024. Thereafter, Mr. Khosla will assume position of Non Executive Director w.e.f. May 1, 2024 till December 31, 2025.
b. Cessation
Mr. Mathew Job, Executive Director & Chief Executive Officer has tendered his resignation from the position of Executive Director on the Board w.e.f. April 24, 2023 and also resigned as the Companys CEO w.e.f. close of business hours on April 30, 2023 to pursue other career interests. Mr.Jobhasconfirmedthattherewasnoothermaterial reason other than those provided herein above. The Board has placed on record its appreciation of the leadership provided by Mr. Job during his tenure as Executive Director & CEO of the Company.
17.2 Key Managerial Personnel ("KMPs")
During the year under review, Mr. Sandeep Batra, Chief Financial Officer, resigned w.e.f. May 30, 2022 and Ms. Pragya Kaul, Company Secretary & Compliance Officer, resigned w.e.f. September 15, 2022.
Mr. Kaleeswaran Arunachalam was appointed as the Chief Financial Officer, w.e.f. September 5, 2022 and Ms. Rashmi Khandelwal was appointed as Company Secretary & Compliance Officer w.e.f. November 28, 2022.
In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force below are the KMPs of the Company:
1. Mr. Shantanu Khosla, Managing Director till April 30, 2023;
2. Mr. Mathew Job, Executive Director till April 24, 2023 & Chief Executive Officer till April 30, 2023;
3. Mr. Kaleeswaran Arunachalam, Chief Financial Officer w.e.f. September 5, 2022;
4. Mr. Promeet Ghosh, Executive Director w.e.f. April 24, 2023 & MD & CEO w.e.f. May 1, 2023; and
5. Ms. Rashmi Khandelwal, Company Secretary & Compliance Officer w.e.f. November 28, 2022.
17.3 Independent Directors
The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company and can be accessed at: https://www.crompton. co.in/investors/corporate-governance/ The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the varied fields and holds high standards of integrity.
All the Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs, Manesar ("IICA") for the inclusion of their names in the data bank maintained by IICA. In terms of Section 150 of the Act read with the Companies (Appointment
& Qualification of Directors) Rules, 2014 as amended, since all the Independent Directors of the Company have served as Directors for a period of not less than Three (3) years on the Board of listed companies as on the date of inclusion of their names in the database, they are not required to undertake online proficiency self-assessment test conducted by the said Institute.
Mr. H. M. Nerurkar, Mr. D. Sundaram, Mr. P. M. Murty, Ms. Smita Anand, Mr. P. R. Ramesh and Ms. Hiroo
Mirchandani are the Independent Directors. The details of the membership of committees and the qualifications and expertise of all the Directors is covered in the Report on Corporate Governance which forms part of this Integrated Annual Report.
17.4 Non-Independent Directors
As on March 31, 2023, Mr. Promeet Ghosh, Mr. Shantanu Khosla, and Mr. Mathew Job were the Non-Independent Directors. Mr. Shantanu Khosla has been elevated as the Executive Vice Chairman of the Board for a period of One (1) year w.e.f. May 1, 2023 to April 30, 2024, and thereafter he shall assume the position of Non-Executive Director till December 31, 2025 as per the terms approved by the Board. Mr. Mathew Job has tendered his resignation from the position of Executive Director on the Board w.e.f. April 24, 2023 and has also resigned as the Companys CEO w.e.f. April 30, 2023 to pursue other career interests. Mr. Job has confirmed that there was no other material reason other than those provided herein above. The Board has placed on record its appreciation of the leadership provided by Mr. Job during his tenure as Executive Director & CEO of the Company.
The Board of Directors of the Company on April 24, 2023 basis the recommendation of N&RC, appointed Mr. Promeet Ghosh as an Executive Director w.e.f. April 24, 2023 and as MD & CEO w.e.f. May 1, 2023 till April 30, 2028, subject to the approval of the Members at the ensuing AGM.
17.5 Board Effectiveness
(a) Familiarisation Programme for Independent Directors
29 Programs 139 hours
Over the years, the Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the industry, the Companys business model, the risks and opportunities, the new products, innovation, sustainability measures, digitisation measures etc.
Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct to regulate, monitor and report trading by Designated Persons for Prevention of Insider Trading and Code of Conduct applicable to all Directors and Senior Management Personnel
("SMP"). They are also updated on all business-related issues and new initiatives.
Regular presentations and updates on relevant statutory changes encompassing economic outlook; market trends; peer trends; changes in laws where Company is operating are made to the Directors at regular Board Meetings of the Company.
The MD & CEO along with senior leadership team make(s) presentation(s) on the performance & strategic initiatives of the Company. Brief details of the familiarization Programme are uploaded on the website of the Company and can be accessed at: https://www.crompton.co.in/wp-content/ uploads/2023/04/Familiarization-Programme-for-FY-22-23.pdf
(b) Formal Board Performance Annual Evaluation In terms of requirements of the Act read with the Rules issued thereunder and the Listing Regulations, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors. Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. Criteria for Board evaluation is duly approved by N&RC. Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairman of N&RC. The process of Board Evaluation is conducted through structured questionnaires for the Board as a whole, Committees of the Board and individual Directors and has been undertaken digitally.
The parameters for performance evaluation of the Board inter alia includes the composition of the Board, process of appointment to the Board of Directors, common understanding of the roles and responsibilities of the Board Members, timelines for circulating Board papers, content and quality of the information provided to the Board, attention to the Companys long-term strategic issues, evaluating strategic risks, overseeing and guiding acquisitions, strengths of Board Members and their contribution to Governance etc.
The performance indicators for the Committees inter alia includes understanding the terms of reference, adherence to the charters, the effectiveness of discussions at the Committee Meetings, the information provided to the Committee to discharge its duties/ obligations and performance of the Committee, support provided to the Board vis-?-vis its responsibilities.
Performance of individual Directors was evaluated based on parameters such as attendance at the meeting(s), contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge, and understanding of relevant areas, and responsibility towards stakeholders. All the Directors were subject to self-evaluation and peer evaluation.
The performance of the Independent Directors was evaluated taking into account the above factors as well as independent decision-making and non-conflict of interest.
Further, the evaluation process was based on the affirmation received from the Independent Directors that they meet the independence criteria as required under the Act and the Listing Regulations.
In addition to the questionnaires, detailed one-on-one in-sighting was carried out by the Chairperson of the N&RC with individual Board
Members. A quantitative analysis and Board
Effectiveness brief with in-sighting feedback and trends was shared by the Chairperson of the N&RC to all the Board Members. Thereafter, the following process was followed to assimilate and process the feedback:
• A separate meeting of the Independent Directors was held on November 28, 2022 wherein performance of Non-Independent Directors including the MD and CEO, Chairman of the Board and of the Board as a whole was evaluated;
• The entire Board discussed the findings of the evaluation with the Independent Directors and also evaluated the performance of the Individual Directors including the MD and CEO, the Board as a whole and all Committees of the Board;and
• As an outcome of the above process, individual feedback was shared with each Director.
The Board Evaluation discussion was focused on how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was apprised of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its Committees such as structure, composition, meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the Boards functioning.
The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board. They were functioning well with periodic reporting by the Committees to the Board on the work done and progress made during the reporting period. The Board also noted that the actions identified in the past questionnaires based evaluations had been acted upon.
During F.Y. 2022-23, the Company actioned the feedback from the Board evaluation process conducted in F.Y. 2021-22.
The Board noted the key improvement areas emerging from this exercise in F.Y. 2022-23 and action plans to address the same are in progress. These include strengthening the succession planning for key positions, improving the talent management process with specific focus on strengthening top talent pipeline, improving the attrition rate, business strategy and annual plan etc.
17.6 Remuneration policy and criteria for selection of candidates for appointment as Directors, KMPs and SMPs The Company has in place a policy for remuneration of Directors, KMPs and SMPs as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), KMPs and SMPs. The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the N&RC and the Board of Directors while selecting candidates. The policy on remuneration of Directors, KMPs and SMPs is given as an Annexure to the Report on Corporate Governance and is also available on the website of the Company and can be accessed at: https:// www.crompton.co.in/wp-content/uploads/2023/02/ Nomination-and-Remuneration-Policy-2.pdf
17.7 MD and CEO Remuneration
As on March 31, 2023, Mr. Shantanu Khosla was the Managing Director of the Company & Mr. Mathew Job was Executive Director & Chief Executive Officer of the Company.
Mr. Shantanu Khosla has been elevated as the Executive Vice Chairman of the Board for a period of One (1) year w.e.f. May 1, 2023 to April 30, 2024, and thereafter he shall assume the position of Non-Executive Director till December 31, 2025 as per the terms approved by the Board. Mr. Mathew Job tendered his resignation from the position of Executive Director on the Board w.e.f. April 24, 2023 and also resigned as the Companys CEO w.e.f. April 30, 2023.
The remuneration to MD and CEO includes the fixed pay and the variable pay. The variable pay of MD and CEO is paid annually which is determined by N&RC after factoring in the individual performance, i.e. KPIs achieved and the Companys performance. There is no clawback provision in the remuneration paid to the MD and CEO of the Company. In terms of applicable laws, there is no mandatory stock ownerships requirement for MD and CEO.
Stock Options granted to MD and CEO are governed by various Employee Stock Option Plans & Performance Share Plans of the Company as approved by Members from time to time. N&RC is responsible for administrating the stock incentives and performance incentives plans of the Company and determines the eligibility of all the employees including MD and CEO of the Company. For granting and vesting of options, N&RC factors in both individual performance and Companys performance. For details of grant, vesting and exercised options please refer to Report on Corporate Governance which forms part of this Integrated Annual Report.
The bifurcation of fixed pay and variable pay for MD and CEO as on March 31, 2023 is as under:
Fixed and Variable pay - Mr. Shantanu Khosla, MD*
| Further pursuant to elevation of Mr. Shantanu Khosla & resignation of Mr. Mathew Job, the N&RC and Board resolved to merge both the positions into a combined role and appoint one person as MD & CEO of the Company to ease the organizational hierarchy and thereby drive the execution excellence. |
| The N&RC and Board at its meeting held on April 24, 2023 appointed Mr. Promeet Ghosh, who was a Non- Executive Non Independent Director on the Board of the Company since 2016, to take over as the MD & CEO subject to the approval of the Members of the Company. The appointment of Mr. Promeet Ghosh & payment of remuneration forms part of the ensuing AGM notice. |
NUMBER OF MEETINGS OF THE BOARD & |
18. |
ITS COMMITTEES |
18.1 Board meetings |
| Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, |
* Ceased to be MD w.e.f. April 30, 2023
** Ceased to be Executive Director w.e.f. April 24, 2023 & ceased to be CEO w.e.f. April 30, 2023 strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming Financial Year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving several proposals by circulation from time to time. Your Board of Directors met Nine (9) times during the F.Y. 2022-23. The details of the meetings and the attendance of the Directors are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.
18.2 Board Committees
The Board has established Committees as a matter of good corporate governance practices and as per the requirements of the Act and the Listing Regulations.
The Company has the following Eleven (11) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:
1. Audit Committee;
2. Nomination and Remuneration Committee ("N&RC");
3. Corporate Social Responsibility Committee ("CSR Committee");
4. Stakeholders Relationship & Share Transfer Committee
(" SRC");
5. Risk Management Committee ("RMC");
6. Allotment Committee for allotment of shares arising out of Stock Options;
7. Strategic Investment Committee ("SIC");
8. Committee for Debentures;
9. Environment Social and Governance Committee
(" ESG Committee");
10. Executive Committee for achieving Minimum Public Shareholding (‘‘MPS) in Companys subsidiary
M/s. Butterfly Gandhimathi Appliances Limited; 11. Committee of Commercial Papers. The composition, terms of reference, number of meetings held and business transacted by the Committees are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.
The details and composition of the mandatory Committees of the Board is as follows:
19.1 AUDIT COMMITTEE
The Audit Committee comprises of Four (4) Members. The Committee is chaired by Mr. D. Sundaram (Independent Director). The other Members of the Committee are
Mr. P. M. Murty (Independent Director), Mr. H. M. Nerurkar
(Independent Director), and Mr. P. R. Ramesh (Independent Director). Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Integrated Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
19.2 CORPORATE SOCIAL RESPONSIBILITY ("CSR") COMMITTEE
The CSR Committee comprises of Five (5) Members out of which Three (3) are Independent Directors. The Committee is chaired by Mr. Shantanu Khosla (Executive Vice-Chairman w.e.f. May 1, 2023). The other Members of the Committee are Mr. H. M. Nerurkar (Independent
Director), Mr. D. Sundaram (Independent Director), Ms. Smita Anand (Independent Director) and Mr. Promeet Ghosh (MD & CEO w.e.f. May 1, 2023). Details of the role and responsibilities of the CSR Committee, the particulars of meetings held and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Integrated Annual Report. In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has set up CSR Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure 3. The CSR Policy as recommended by the CSR Committee and as approved by the Board is available on the website of the Company and can be accessed at: https://www. crompton.co.in/wp-content/uploads/2023/02/Corporate-Social-Responsibility-Policy-1.pdf
& REMUNERATION 19.3 NOMINATION COMMITTEE ("N&RC")
As on the date of this report, the N&RC comprises of Four (4) Members.
The Committee is chaired by Mr. P. M. Murty (Independent Director). The other Members of the Committee are Mr. D. Sundaram (Independent Director),
Mr. H. M. Nerurkar (Independent Director), Ms. Smita
Anand (Independent Director) and Mr. Promeet Ghosh till May 1, 2023. Pursuant to the appointment of Mr. Promeet Ghosh as Exceutive Director w.e.f. April 24, 2023 and as MD & CEO w.e.f. May 1, 2023, he ceased to be the member of N&RC w.e.f. May 1, 2023. Details of the role and responsibilities of the N&RC, the particulars of meetings held and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Integrated
Annual Report. During the year under review, all the recommendations made by the N&RC were accepted by the Board.
N&RC is responsible for, inter alia, recommendation and approval of the remuneration of the Directors, KMPs and SMPs. The Committee also acts as the Compensation Committee for the purpose of administration of the several Employee Stock Option Plans & Performance Share Based plans, as amended from time to time. N&RC is also entrusted with the responsibility of framing the criteria for evaluation of the individual Directors, Chairperson of the Board, the Board as a whole and its Committees. It also routinely evaluates the working and effectiveness of the Board and manages the succession planning for Board Members, KMPs and SMPs.
RELATIONSHIP & 19.4 STAKEHOLDERS SHARE TRANSFER COMMITTEE ("SRC")
As on the date of this report the SRC comprises of Four (4) Members. The Committee is chaired by
Mr. H. M. Nerurkar (Independent Director). The other
Members of the Committee are Mr. Shantanu Khosla (Executive Vice-Chairman w.e.f. May 1, 2023), Mr. D. Sundaram (Independent Director) and Mr. Promeet Ghosh (MD & CEO) appointed w.e.f. May 1, 2023. The majority Members of the SRC are Independent Directors. Details of the role and responsibilities of the SRC, the particulars of meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of this Integrated Annual Report. During the year under review, all the recommendations made by the SRC were accepted by the Board.
SRC is responsible for inter alia various aspects of interest of the stakeholders, monitoring the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement of the quality of investor services as and when the need arises, resolve the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends and issue of duplicate certificates, etc.
MANAGEMENT COMMITTEE 19.5 RISK ("RMC")
The RMC comprises of Four (4) Members. The Committee is chaired by Mr. D. Sundaram (Independent Director). The other Members of the Committee are
Mr. H. M. Nerurkar (Independent Director), Mr. P. M.
Murty (Independent Director), and Mr. P. R. Ramesh, (Independent Director). Details of the role and responsibilities of the RMC, the particulars of meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of this Integrated Annual Report. During the year under review, all the recommendations made by the RMC were accepted by the Board.
RMC assists the Board in monitoring and reviewing the risk management plan and implementation of the risk management and mitigation framework of the Company. The main objective of the RMC is to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of risks including risks related to cyber security.
20. RISK MANAGEMENT FRAMEWORK
The detailed Section on key business risks and opportunities forms part of this Integrated Annual Report.
PARTICULARS OF CONTRACTS OR 21.
ARRANGEMENTS WITH RELATED PARTIES
In accordance with the requirements of the Act and the Listing Regulations, your Company has a Policy on Related-Party Transactions ("RPT") uploaded on the website of the Company and can be accessed at: https:// www.crompton.co.in/wp-content/uploads/2023/02/ Policy-on-Materiality-of-and-dealing-with-Related-Party-Transactions-1.pdf
All RPTs are placed before the Audit Committee for review and recommendation and to the Board for approval, wherever required. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee for their noting/ approval every quarter.
There were no material significant transactions with related parties during the year as per the last audited financial statements.
Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Act and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is attached as
Annexure-4.
None of the Directors and the KMPs has any pecuniary relationships or transactions vis-?-vis the Company.
All RPTs are mentioned in the notes to the accounts. The Directors draw attention of the Members to the Notes to the financial statements which sets out the disclosure for RPTs.
TRANSFER OF EQUITY SHARES UNPAID/ 22.
UNCLAIMED DIVIDEND TO THE IEPF
Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of Seven (7) years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the Members for Seven (7) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
However, since Seven (7) years have not elapsed from the date of declaration and payment of dividend since incorporation, transfer of unpaid dividend and the shares on which dividend has not been paid or claimed, to Investor Education and Protection Fund ("IEPF") is not applicable to the Company.
In terms of Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy and the same is available on the website of the Company and can be accessed at: https://www.crompton.co.in/ wp-content/uploads/2023/02/Dividend-Distribution-Policy-1.pdf
SIGNIFICANT AND MATERIAL ORDERS 23. PASSED BY THE REGULATORS OR
COURTS
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in the future.
RISK ARISING OUT OF LITIGATION, 24.
CLAIMS AND UNCERTAIN TAX POSITIONS
The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompasses direct taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the management applies significant judgement when considering evaluation of risk, including how much to provide for the potential exposure of each of the matters. These estimates could change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly. For matters where expert opinion is required, the Company involves the best legal counsel. Reference is drawn to the "Key audit matters" by the auditors in their reports on the above matters.
25. AUDITORS a. Statutory Auditors
M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration Number 105047W) were appointed as Statutory Auditors of the Company by the Members at the Extra Ordinary General Meeting held on August 27, 2021 to hold office as Statutory Auditors for the term of Five (5) years, i.e. till the conclusion of 12th AGM of the Company to be held in the F.Y. 2025-26.
The Board of Directors at their meeting held on May 19, 2023 on the recommendation of the Audit Committee approved the remuneration of Ms. MSKA & Associates
1,16,00,000 (Rupees One Rs crore Sixteen Lakh) for F.Y. 2023-24.
Established in 1978, M S K A & Associates (the "Firm") is an Indian partnership firm registered with the Institute of Chartered Accountants of India (Registration No. 105047W) and the PCAOB (US Public Company Accountancy Oversight Board). The Firm is a member firm of BDO International and is engaged in the statutory audits of large listed companies in manufacturing, financial services, technology, infrastructure and other sectors. The Firm has around 5,000 professionals and staff and has offices in Ahmedabad, Bengaluru, Chennai,
Goa, Hyderabad, Kochi, Kolkata, Mumbai, Gurugram and
Pune. The head office of the Firm is at 602, Floor 6, Raheja
Titanium, Western Express Highway, Geetanjali Railway
Colony, Ram Nagar, Goregaon (East), Mumbai 400 063. The Auditors Report for the F.Y. 2022-23 does not contain any reservation, qualification or adverse remark, on the financial statements of the Company. Auditors Report is self explanatory and therefore, does not require further comments and explanation. The Report given by the Auditors on the financial statements of the Company form part of this Integrated Annual Report.
Further, in terms of Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, notifications / circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act. b. Cost Auditors
The cost accounts and records are required to be maintained under Section 148(1) of the Act. They are duly made and maintained by the Company. In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company at their meeting held on May 19, 2023 has on the recommendation of the Audit Committee appointed M/s. Ashwin Solanki & Associates, Cost Accountants (Firm Registration Number: 100392) as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the F.Y. 2023-24. A remuneration of H6,00,000 (Rupees Six Lakhs) plus applicable taxes and out-of-pocket expenses, has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the ensuing AGM. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for the F.Y. 2023-24 will be placed at the ensuing AGM. Your Company has received consent and eligibility certificate from M/s. Ashwin Solanki & Associates.
M/s. Ashwin Solanki & Associates, have confirmed the cost records for the Financial Year ended March 31, 2022 are free from any disqualifications as specified under
Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. They have further confirmed their independent status. c. Secretarial Auditors & Secretarial Audit Report
The Board at its meeting held on May 27, 2022, appointed M/s. Parikh & Associates, Practising Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit for F.Y. 2022-23. The Secretarial Audit Report is annexed herewith as Annexure 5 to this Report.
There has been no qualification, reservation, or adverse remark given by the Secretarial Auditors in their Report.
Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, based on the recommendation of the Audit Committee, approved the appointment of M/s. Parikh & Associates,
Practicing Company Secretaries (ICSI Unique Code P1988MH009800) as the Secretarial Auditors to conduct audit of the secretarial records of the Company for the F.Y. 2023-24 at a remuneration of H2,00,000 (Rupees Two Lakh). Further, the wholly-owned subsidiaries of the Company as mentioned above are not material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the Listing Regulations, do not apply to such subsidiaries. d. Internal Auditors
Pursuant to the provisions of Section 138 of the Act, the Board, at its meeting held on May 27, 2022 based on the recommendation of the Audit Committee, had approved the appointment of M/s. Grant Thornton Bharat LLP (Identity number AAA-7677) to conduct the internal audit of your Company for the F.Y. 2022-23.
The Board of Directors at their meeting held on May 19, 2023 has re-appointed M/s. Grant Thornton Bharat LLP as the Internal Auditors of your Company for the F.Y. 2023-24 to review various operations of the Company at remuneration of H68.95 Lakh (Rupees Sixty Eight Lakh
Ninty Five Thousand).
MATERIAL CHANGES AND COMMITMENT 26. AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments affecting the financial position of the Company, which has occurred between the end of the Financial Year for the Company, i.e March 31, 2023 and the date of this Boards Report, i.e. May 19, 2023.
27. AWARDS AND RECOGNITIONS
The detailed Section on awards & recognitions forms part of this Integrated Annual Report.
28. ENHANCING SHAREHOLDER VALUE
Your Company is committed to creating and returning value to members. Accordingly, the Company is dedicated to achieving high levels of operating performance, cost competitiveness, and striving for excellence in all areas of operations. The Company firmly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers and a deep understanding of their challenges and expectations drive the development of new products and services. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. Your Company continues to develop this strength by institutionalizing sound commercial processes and building world-class commercial capabilities across its marketing and sales teams. The Company uses an innovative approach in the development of its products and services, as well as execution of growth opportunities. The Company is also committed to creating value for all its stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions of the triple bottom line.
29. CORPORATE GOVERNANCE
The Board of Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Companys auditors confirming the compliance is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.
BUSINESS RESPONSIBILITY & 30.
SUSTAINABILITY REPORT
Your Company believes in communicating its ESG performance in a transparent manner and in line with global standards to our stakeholders. Continuing with this philosophy, Your Company is now moving from Business Responsibility Report ("BRR") to the newly introduced reporting requirements on ESG parameters i.e. Business Responsibility & Sustainability Report
(" BRSR"). Your Company is proud to publish its first
BRSR for the F.Y. 2022-23. The BRSR would follow the format detailed in the amendment to Regulation 34(2)(f) of the Listing Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and forms part of this Integrated Annual Report. The BRSR for F.Y. 2022-23 is aligned with the Nine (9) principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India. Your Company has further enhanced our existing strong reporting structure and mechanisms to ensure we capture reliable and accurate data for the requirements of BRSR disclosures.
Your Company strongly believes that resilient and inclusive growth is only possible on strong pillars of environmental and social responsibility balanced with good governance. While setting aspirational targets and improving economic performance to ensure business sustainability, the Company has been resilient to the impacts of pandemic fluctuations to a larger degree. Your Company is committed to our focus on indigenous manufacturing to build competitive advantage. Our value creation is realised through imbibing customer centricity, innovation, good governance and inclusive human development while being conscious of our impact on the environment. The report is a testimony to our continuous efforts towards embracing and implementing balanced approach to ESG parameters in our business operations that are communicated to the stakeholders. Your Company has also provided the requisite mapping of information and principles between the Sustainability disclosures and the BRSR as prescribed by the Listing Regulations. The same is also available on the website of the Company and can be accessed at: www.crompton.co.in
31. PARTICULARS OF EMPLOYEES
There are Twenty Three (23) employees who were in receipt of remuneration of not less than 1,02,00,000
(Rupees One Rs crore Two Lakh) if employed for the full year or not less than H8,50,000 (Rupees Eight Lakh Fifty Thousand) per month if employed for part of the year.
Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is mentioned in Annexure 6 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.
Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2)
& 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection at the Registered Office of your Company during working hours. The Integrated Annual Report & accounts are being sent to the Members excluding the aforesaid exhibit. Any member interested in obtaining such information may write to the Company Secretary
& Compliance Officer at crompton.inverstorrelations@ crompton.co.in
32. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Integrated Annual Report.
33. ANNUAL RETURN
As required under Section 134(3)(a) of the Act, the Annual
Return for the F.Y. 2022-23, is placed on the Companys website and can be accessed at: https://www. crompton. co.in/investors/annual-report/
COMPLIANCE WITH SECRETARIAL 34.
STANDARDS ("SS")
Your Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively have been duly followed by the Company.
35. STATUTORY DISCLOSURES a. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo As required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as Annexure 7 to this Report. b. Research and Development (R&D)
Your Company endeavours to be best-in-class, promoting strong foundation of Research and Development through one of its behavioral pillars of innovation. Culture of creativity is embedded in the Companys people and processes. The Companys In-House R&D team strives for best technology- based sustainable product innovations, with efficient product lifecycle, including design, development and manufacturing process.
Cromptonhas"Innovation&ExperienceCentre"inMumbai which house all R&D innovation team and promote fungibility, creativity in Design Studio, experimentation within labs with ultra-modern infrastructure.
Continuing the spirit of creating consumer delight, your Company has launched an array of products, across segments that are designed to prove its class, both technologically and aesthetically:
(A) Fans:
SilentPro Blossom:
• Inspired by the natural fauna, SilentPro Blossom Smart fan makes a style statement. They are 2X more Silent compared to ordinary fan & has the latest ActivBLDC technology which gives it 5 Star rating savings up to 50% as compared to ordinary non star rated fan. It can also set the mood light in warm, neutral & cool hues and adjust the brightness basis mood. Enjoy the convenience of host smart features using MyCromtpon app & voice control devices like Alexa & Google home with this piece of stunning beauty.
• SilentPro Blossom is the winner of coveted Red Dot Design award 2022.
• Energion Groove: Leveraging the grandeur experience of fan manufacturing – Energion Groove delivers an amazing 220 CMM air at only 28Watt. New India is stepping out and making bold choices, to complement it Energion Groove is now being offered in Wood finishes which accentuates the modern interiors of your home.
• Energion Roverr: Made of monolithic volumes, Energion Roverr is not just a visual treat, but it delivers functionality through is form. Its uniquely designed fan blades deliver laminar airflow & superior air comfort which feels soothing on the skin. It also comes with a three-step dimming under-light to match your mood. Energion Roverr seamlessly works with Amazon Alexa, Google
Home, and MyCrompton app you can set timer, change speed as well as intensity of under-light.
The HighSpeed Montania & Versa ceiling fans are a fantastic combination of style and performance. These fans have decorative elements which grab attention. Their stunning colors match the home decor & accentuate the look of your house.
(B) Pumps
• Pumps division has deployed the Brand Architecture in Mini category of Pumps with consumer insights like Faster tank filling time & Durability.
• Received BEE certification for 31 nos. of Energy Efficient star rated SKUs. 61781 nos. of Energy Efficient pumps sold YTD March, 2023 Energy saved 27910MWH YTD March, 2023.
• Developed & launched following products (in Plus & Dura series) in Mini category
• Glory Plus I & II (Surefill Plus)
• Star Plus I & II (Rapidfill Plus)
• Master Plus I & II (Turbofill Plus)
• Master Dura I & II (Turbofill Dura)
• Launched following pumps in Agro Category
• MBQ22
• Janta Ultima Series
• MBQ 1.5 Magna
• OW Ultima Series
• This is the fifth consecutive year that Crompton Pumps has been voted & awarded as Super brands.
• Patent application filed for - Toroidal winding.
(C) Appliances
• Water heaters: In this segment to strengthen the portfolio as well as to capture the market share, Crompton has launched 13 new models in storage water heater (out of which, 11 models are 5 star rating) , 5 in instant water heater with special focus in 5L segment.
• Air coolers: In this segment better brand identity is defined in the product portfolio with enhanced CMF (color, material, finish). To fill the portfolio gap as well to get a better market share Crompton has launched 6 desert cooler and 1 Window cooler.
• Mixer Grinder & Iron Category:Mixer Grinder has been revamped with launch of 9 new models in various segment to strengthen portfolio and 1 new model in premium Iron Category with smart and premium ironing features.
• Small Domestic Appliances & Room Heaters: Strengthen SDA segment with the launch of 21 new model and entered new categories like
OTG, Air Fryer, Rice Cooker, Hand Blender and
Chopper.
• State of art Validation lab has been developed to test our products.
• All these products are meticulously designed with enhanced aesthetics and packaging.
(D) Lighting:
B2C
• Your Company has introduced many new products which were based on consumer insight and feedback. Consumer lighting space has evolved in last few years from functionality to D?cor and style. Connected products are also making entry in consumer homes with technology getting more affordable for masses. Your Company has launched First in Industry range of products like Trio Series which is based on consumer insight of Lighting which adapts to consumer need. Your Company has also expanded our smart products range with Immensa panel which gives 16 Mln colors, works on WI Fi + Bluetooth Technology and has Bio Rhythm.
• Your Company has launched following products
:Trio batten, Immensa Smart ceiling light, Star Dura Pro downlight , Decorative Rope lights, Night Buddy Mobile charger cum night lamp, Desk Light with power backup, 3-1 CCT Batten, Emergency backup lamp and many more.
B2B
• Key Product Launches in Professional Lighting like the range extension of Innovative Wanderer Pro, Wanderer Plus and Aplomado Pro series of Streetlights, Innovative IP65 rated Techlita Battens and IP66 rated Visualine and Complete new FLOGA range of high end flameproof
Luminaires including Floodlights and Highbays.
• Augmentation of the Innovation Centre with state-of-the-art testing and reliability equipment and software.
36. RECLASSIFICATION OF PROMOTERS
During the year under review on June 9, 2022, the Board of Directors of the Company had received requests from
MacRitchie Investments Pte Ltd and Seletar Investments Pte Ltd, belonging to Members of Promoter Group of the Company for reclassifying themselves from the
"Promoter and Promoter Group" category to the "public" shareholders category, in accordance with the Listing Regulations as amended.
The Board of Directors of the Company at their meeting held on June 13, 2022 considered and approved the re-classification of the said Promoter Group Members from Promoter and Promoter Group Category to Public Category of the Company, subject to necessary approvals from the Members, Securities and Exchange Board of
India (SEBI), Stock Exchanges, as may be required.
Members of the Company at their AGM held on July 22, 2022, have approved the said reclassification. Pursuant to the same, an application in terms of Regulation 31A of the Listing Regulations was made to the stock exchanges for their approval.
The Company has received the approval from National Stock Exchange of India Limited (NSE) and BSE Limited, on December 21, 2022 for re-classification of the said Members of Promoter and Promoter Group as Public Shareholders.
OPEN OFFER AND MINIMUM PUBLIC 37.
SHAREHOLDING COMPLIANCE a. Open Offer
Pursuant to the Share Purchase Agreement ("SPA") , your Company has acquired 98,33,754 equity shares representing 55.00% of the equity share capital of
Butterfly Gandhimathi Appliances Limited ("Butterfly") through the stock exchange settlement process on March 30, 2022. The Open Offer was made by your Company to the Public Shareholders of Butterfly in accordance with Regulation
3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011 for acquisition of up to 46,48,684 fully paid-up equity shares of face value of 10.00 (Rupees Ten) each representing 26% of the voting rights of the Public Shareholders at a price of
1,433.90 (Rupees One Thousand Four Hundred and
Thirty Three and Ninety Paise). The open offer was fully subscribed and subsequently your Company held 81% of equity share capital of Butterfly. b. Minimum Public Shareholding Compliance Your Company sold 10,72,775 equity shares of Butterfly constituting 6% of the total paid-up capital of Butterfly to the public in accordance with the "Comprehensive Guidelines on Offer for Sale ("OFS") of Shares by
Promoters through the Stock Exchange Mechanism" issued by the SEBI on February 14, 2020 and February 17, 2020, respectively. Presently the Company holds
75% equity shares of Butterfly.
38. MERGERS AND ACQUISITIONS
During the year under review, the Board of Directors of the Company at their meeting held on March 25, 2023, considered and approved the Scheme of Amalgamation of the Butterfly Gandhimathi Appliances Limited
(" Transferor Company or Butterfly") with the Company
("Transferee Company") and their respective Members and creditors under Sections 230 to 232 and other applicable provisions of the Act read with rules made thereunder ("Scheme"). As a next step towards further enriching the experience, It is intended to merge Butterfly with the Company with the rationale of further leveraging & utilizing the strengths of both the entities, accelerating the realization of identified synergies, bringing in integrated and coordinated business approach, and improving organizational capability. The Board of Directors of both entities have approved the proposed transaction on March 25 2023, which is subject to regulatory approvals. Pursuant to the proposed Scheme, equity shares of the Company shall be issued to the Members of the Transferor Company in accordance with the Share Swap Ratio as determined by the registered valuers and as approved by the Board. The Scheme is subject to the receipt of necessary statutory and regulatory approvals including approval of Stock Exchanges, the Securities and Exchange Board of India, the respective Members and Creditors of respective companies and National Company Law Tribunal(s) (Mumbai & Chennai Benches). Further, the Company has filed the said Scheme of Arrangement with BSE Ltd. and National Stock Exchange of India Ltd. on April 7, 2023.
39. NON-CONVERTIBLE DEBENTURES
During the year under review, your Company issued Rated, Secured, Listed, Redeemable, Non-Convertible Debentures ("NCDs") aggregating to 925 Rs crore (Rupees Nine Hundred and Twenty Five Rs crore) on a private placement basis. These NCDs are listed on Debt Segment of National Stock Exchange of India Ltd. The proceeds of NCDs were used for refinancing existing debt of the Company and general corporate purposes.
Your Company has redeemed Series B NCDs, issued in May 2020, amounting to 150 Rs crore (Rupees One Hundred and Fifty Rs crore) on May 27, 2022 pursuant to exercise of call option.
Catalyst Trusteeship Limited is the Debenture Trustee for the Debenture holders. The details of the NCDs and the Debenture Trustee is available on the website of the Company and can be accessed at www.crompton.co.in is also provided in the Report on Corporate Governance which forms a part of this Integrated Annual Report.
40. COMMERCIAL PAPERS
During the year under review, your Company has redeemed Commercial Papers ("CPs"), issued in
March 2022, amounting to 600 Rs crore (Rupees Six Hundred Rs crore) on July 18, 2022 and of 600 Rs crore (Rupees Six Hundred Rs crore) on March 16,
2023. Presently there are no CPs in the Company.
41. EMPLOYEE STOCK OPTION PLAN ("ESOP")
The Company has Employees Stock Option Scheme
("ESOP Scheme") in compliance with the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("the SBEB & SE Regulations") as a measure to reward and motivate employees and to attract & retain talent.
Presently your Company has following ESOP Schemes:
• Crompton Employee Stock Option Scheme - 2016
(" ESOP-2016")
• Crompton Performance Share Plan - 1 - 2016
(" PSP-1 2016")
• Crompton Performance Share Plan - 2 - 2016
(" PSP- 2- 2016")
• Crompton Employee Stock Option Scheme - 2019
(" ESOP-2019")
The applicable disclosures as stipulated under the SBEB & SE Regulations are provided in Annexure 8 to this Report.
42. EMPLOYEE ENGAGEMENT
Your Companys employee engagement initiatives build trust, enthusiasm and a sense of belonging to the organisation. For further details on employee engagement, please refer to Page 100 of this Integrated Annual Report. Continuous employee feedback is also gathered with the AI enabled employee listening tool "Amber". The leadership continues to act on the feedback given by the employees in various forums. The strong employee engagement initiatives are continued through multi-layer communication, engagement, and recognition programmes.
42.1 Inclusion & Welfare
Your Company has always been conscious to promote all- round employee welfare. Environment, Health and Safety
("EHS") guidelines are deployed to promote workplace health and safety and create a healthy environment. Regularly, the policies are benchmarked with market standards and are upgraded as and when necessary.
Some of the practices, programmes, policies, and welfare measures that were put in place to demonstrate care and empathy towards employees are listed below: - Your Company has well defined policies around "Diversity & Inclusion". For further details please refer to Page 99 of this Integrated Annual Report.
1. Capability Building & Employee Wellness related programmes: Your Company has initiated a new capability-development program for its employees called "EDGE". An organizational-level program, EDGE has been devised as part of the Companys long-term learning and development (L&D) strategy. Edge has been designed to enhance the capabilities of the people at Crompton to give an edge to the Company in the competitive Indian market. The courses designed as part of EDGE include upskilling people in functional and behavioral skills. Your Company is following a mixed strategy of virtual, digital and face-to-face learning. Your Company has been making efforts to use gamified solutions, certifications, recognitions and small prizes to encourage employees to take part in learning initiatives. Your Company has also arranged an online medical facility for all the employees and their families through Doc Online, one of the renowned companies in this field, so that employees can get their health concerns addressed virtually.
2. Employee & Family Connect: Your Company always believes that success of employees is in major part dependent on the support system provided by the family members at home and made it a point to engage family Members in events through online talent shows and singing competitions. Your Company believes that our employees are much more than their accomplishments at work and therefore we take every opportunity to celebrate employees and teammates whether its Quarterly Rewards and Recognition program or as simple as sending out personalised birthday cards. To add value and build the manager-employee relationships, weve crafted key initiatives like Chai pe Charcha
& Dil Se that has boosted real-time conversations that make a difference and enable to bond better.
Programs like HR connect allow new joinees to feel more comfortable, put their role into perspective and feel part of the business, which encourages positive contribution to the overall Company goals and vision. The festive fervour is back, with us celebrating festivals in physical mode after the lackluster years of festive exchanging greetings virtually. Every nook and corner of our offices have been decorated along with theme-based employee engagement activities. To add to the joviality of the festive time, personalised greetings on Diwali were sent to employees and their family Members, letting them know they are important!
Family get-together, Annual Functions and Sports events are conducted.
42.2 Building Talent
Your Company continues to be committed to developing internal leaders and a talent pipeline. The same was further strengthened through the launch of structured training architecture EDGE. The talent assessment process of the organisation for recruitment and internal talents also continued to be strengthened through the implementation of data- driven tools including Hogan, Korn Ferry and Development Centre by DDI. Eligible employees underwent 360 feedback on Crompton Behaviours to build greater awareness.
42.3 Employee and Leadership Development
In line with your Companys long-term business strategy, there are robust employee development programmes through structured interventions and on-the-job and experiential learning through career movements, special assignments and projects. It is intended to build best-in- class capability in the area of Go-to-Market, Operational Excellence and Quality, Brand and Portfolio Management and Innovation During the year, following unique initiatives were launched. a Manufacturing Excellence Program – All employees in the manufacturing team have been enrolled for the program which covers the concepts of quality management basics like continuous and lean management, Value stream mapping, LEAN tools etc. The objective of the program is to build capability on operational excellence. b Functional Capability for Innovation team – This year the focus was on building functional capability in the innovation process deployment through trainings on PDM, NPD etc. And building core competence through programs like GD&T, ALTIUM etc.
c Procurement Value Enhancement Program –The objective of the program was to identify the procurement levers of value enhancement to the business and learn how to apply these levers through practical examples. The program also helped understand how to strategize supplier collaboration through segmentation, relationship management practices, performance & compliance governance to co-create value and improve customer service. Another focus area for the procurement team this year was to develop and hone negotiation skills which was done through practical case studies and role-plays.
42.4 Sales Capability Development a Taking Ownership for Ones Development -
Career development workshop for employees to sensitise them on the importance of life-long learning and how they need to take charge of their own development were conducted. The employees also realised that they continuously need to up-skill/ re-skill themselves if they need to stay relevant in the job market.
b Digitalising HR Practices - Your Company has SAP SuccessFactors,whichisacloud-basedhumancapital management (HCM) solution that can help automate and streamline HR processes. Success Factors is mainly used to manage employee data, Performance Management, Onboarding. This year, your Company has used AI-powered recruitment platform that uses machine learning algorithms to match job candidates with open positions. The platform can help HR teams save time by automatically screening resumes and identifying top candidates based on their skills and experience. Your Company continues to use a pulse survey platform that allows us to gather feedback from employees on a regular basis. The platform uses AI to analyze employee feedback and provide insights to HR teams, such as identifying areas for improvement or trends in employee sentiment. Best in class learning management platform allows us to provide learning and development opportunities to employees by giving them access to a variety of courses and learning resources, including online courses, books, videos, and articles. The platform also provides analytics and insights to help HR teams track employee learning and development progress.
ENVIRONMENT, HEALTH & SAFETY 43.
("EHS")
Your Company has a comprehensive EHS manual "KAVACH 3.0" comprising the policies, procedures and work instructions and it has been implemented across all the products lines. To strengthen the EHS culture, under behavioral based safety (BBS), corporate EHS kicked off various campaign & awareness program like Near Miss Reporting, Hand
& Finger Injury control & Prevention and road safety.
Manufacturing sites are conducting EHS training programs periodically to enhance EHS activities.
Your Company is committed to conserving and enhancing the EHS culture. Company owned all manufacturing sites has conducted the surveillance audit for its integrated management system (IMS) certification which comprises ISO14001:2015, ISO45001:2018 and ISO9001:2015 which is an important milestone for continuous improvement for an organization.
Corporate EHS has initiated and conducted quantitative self-assessments on various EHS topics like BIS14489:2018, Fire safety and Electrical safety for
CGCEL manufacturing sites. Annual EHS audit program has been kicked off, which focuses on manufacturing sites, central warehouses and regional sales offices.
Closure of the safety audit observations is ensured by following PDCA cycle and taking effective Corrective and Preventive Actions (CAPA) in reasonable timeframe. The observations are also shared amongst units for cross-learning and improvement. Learnings from other organization incidents and taking preventive actions are also initiated as a proactive approach in ensuring safety performance.
A comprehensive EHS based Leading and lagging indicator dashboard is being prepared and followed across all manufacturing sites on monthly basis to capture unit wise KPI performance. Monthly EHS meeting is being conducted to discuss the unit performance. EHS meetings are being conducted to promote cross- learning between manufacturing units with an agenda to conserve natural resources through water consumption reduction, electricity consumption reduction and management of hazardous wastes etc.
A brief on EHS programs of your Company is as under:
43.1 Environment – a green pursuit
Your Company is committed to achieving its sustainability targets by implementing management programs and various sustainable initiative projects. All units are complying with zero liquid discharge system and have major pursuit on reduction in emissions factors.
Your Company is highly focused on reduction of its carbon footprint through the world class energy efficient products manufacturing.
43.2 Reduction in energy consumption
During F.Y. 2022-23, organization perspective overall energy consumption is reduced by 57.97%. This gain is basis to various energy conservation activities, closure of energy incentive process of glass plant at Baroda and use of natural gas as a source of energy instead of using GSEB power. Similarly, in Baddi unit-1, Domex line operation has been kicked of where there is no requirement of grinding which resulted in electricity reduction of 0.0077 kw/unit of production. In F.Y. 2021-22, there was 93976 KWH electricity consumed and for F.Y. 2022-23, it was 90099
KWH i.e. reduction of 4.13%.
Baddi Fan Unit-II, 20 KW solar power panel installation is in progress for approval. New grinding machines installed in January, 2023 were 7 KW/day electricity was saved from each machine. In F.Y. 2021-22, there were
216735 KWH electricity consumed and for F.Y. 2022-23 was 201558 KWH, i.e. reduction of 7.0%.
Apart from above Baddi II has reduced electricity consumption per unit from 0.113 KWH/unit of production to 0.105 KWH/ unit of production and approx. saving of 15.17 MWH compared to F.Y. 2021-22. This was achieved by removing exhaust fans from Gold Line Fan Hangers and high Bay lights on shop floor and installed station wise LED battens.
In Baddi III, in F.Y. 2021-22, there was 0.035 KWH/ LED power consumed and in F.Y. 2022-23, it was reduced to 0.0325, i.e. 0.0025 KWH/ LED reduction due to the
CFL lights conversion done with LED. Alternate lights provision in plant gangways resulted in increased productivity for maximum utilization of power.
43.3 Reduction in water consumption
For F.Y. 2022-23, overall production increased by 11.97% which resulted in the water consumption increase by
3.83%. Unit specific initiatives are as below;
Baddi unit I- Rigorous awareness & control on water leakages from pipeline and reduction in overall manpower resulted in water conservation. In F.Y. 2021-22, it was 515 KL and in F.Y. 2022-23, it was 496.2 KL of water consumed for domestic purpose. Whereas the, water ratio is increased by 2.64 Ltr/ Person/ Day with respect to water ratio of last year.
Baddi Fans II, has consumed water for F.Y. 2022-23 which was 41.72 Ltr/ Person/ Day and F.Y. 2021-22, it was 34.4 Ltr/ Person/ Day, stated hike of water consumption is due to construction activities inside the facility. From water conservation point of view, unit has installed ‘auto shutoff valve on rooftop storage tanks and re-routing of pipelines to prevent water losses.
Baddi Lighting Unit, in F.Y. 2021-22, the total manpower utilized was 54679 and water consumption was 2198 KL which was 40.2 Ltr/ Person/ Day. Whereas for F.Y. 2022-23, total manpower was 60275 and water consumption was 2090 KL and 34.67 Ltr/ Person/ Day. This was achieved by identifying and controlling all leakages from plant. Overall reduction of water consumption is 5.5 Ltr/ Person/ Day.
43.4 Hazardous waste reduction and management
Your Companys operational units ensure that all hazardous waste is sent to the authorized disposal facility/ recycler approved by the State Pollution Control Board. Under Extended Producer Responsibility ("EPR") plastic waste management obligation, organization has channelized 100% of plastic waste from across country to fulfill CPCB target of F.Y. 2022-23.
43.5 Clean and Green Environment
Plantation/ distribution of 6465 sapling done at various locations as a part of the tree plantation drive and environment day celebrations.
43.6 Safety
As an integral part of organisation systems, kicked off
EHS induction for new joinees, visitors and contract labours to familiarise with process, job hazards and emergency preparedness in Companys manufacturing sites.
The business has ensured to achieve and maintain globally approved fire-safety standards. The units are equipped with fire-fighting equipment and trained teams to mitigate any such incident.
All the units are certified for Fire NOC requirements.
Apart from the above, Baddi Fans, Baddi Lighting, Bethora Fans, Kundaim Fans, Ahmednagar pumps unit are equipped with fire detection system to trigger a timely alarm in case of any fire incident.
Your Company is committed to building a safety culture by strict adherence to Work Permit System (WPS) and Daily Tool box talks.
Regular interaction is maintained through Safety Committee Meetings with all associates. Fire-safety drills, safety week celebration and continuous safety training to all employees begin with adequate induction.
Internal plant safety audits are conducted too. All actions and recommendations are being recorded, evaluated and acted upon by respective EHS leaders.
Safety standards are monitored through a focus on appropriate safety control, elimination of unsafe conditions and fool-proof engineering solutions (Poka-Yoke) as appropriate.
Key Safety programmes implemented during the year include:
• 53rd National Safety Week celebration is planned across all Units by organizing various initiatives and programs.
Various EHS assessment drive by corporate EHS i.e.
Electrical safety assessment, IS14489 assessment, Machine safety and fire safety.
Corporate EHS kicked off campaigns on Near Miss Reporting, Hand & Finger Injury control & Prevention and road safety.
• IMS recertification audit completed at Baroda, Goa units & Baddi units
• Rooftop Lifeline installed at Baroda Unit & new building at Kundaim
• Installation of XY Rail Crane system on the assembly line in Ahmednagar plant eliminates operators ergonomic fatigue while handling the higher HP pumps at packing stations.
• KAIZANS implementation focusing on first aid injury.
• Baroda unit forklift safety features incorporated by Installing the safe indication lights for pedestrian safety.
• Increase in sell of star rated pumps products in this
H1, resulted in more energy savings (17.88%).
Hazardous waste reduction of 40 KG/ month for 1-line electrostatic gun installed where 20 % reduction for 2 months till date in F.Y. 2022-23 is approx. 80 KG.
• Baddi II reduction of 50 kgs less grinding ash from February, 2023 (Initiate taken by changing new grinding m/c).
Rewards and Recognitions of Safety practices from External forums: Goa unit received 2 awards from various prestigious forums this year in recognition of its excellent safety practices and results. These awards are: i. Gomanth Sarvoch Suraskha Puraskar award for F.Y. 2022-23: and ii. National Safety Award from Global Safety Summit F.Y. 2022-23 in the Consumer Electricals Sector.
43.7 Health
This year had been very significant in ensuring the health of all employees including contract workmen and all their families in wake of the COVID challenge which is new to us and the world.
Your Company has taken an excellent effort in taking care of the health of all the employees through the implementation of rigorous COVID prevention measures.
A core committee has been formed overseen by Head HR to ensure effective implementation and strict adherence to COVID protocols. Some of the key measures include temperature and oxygen level checking for employees at regular frequency, partition provision between workstations, sanitisation of all touch points, social distance markings, automatic or foot operated water dispensers, sanitisation points creation, regular trainings, tracking, tracing, isolation of employees with symptoms and support in terms of medical treatment etc.
Anappnamed"MyShield"isfollowedatallmanufacturing locations to track and ensure that all employees including contract workmen maintain social distancing norms. The app will trigger an alarm to control points whenever the norms are violated. This helps in contact tracing as well.
An overall untiring effort has been put from all fronts to ensure the safety and health of all in this challenging situation.
43.8 Packaging Materials and Process
The Company has adopted recycling and reuse of metal bins for the handling of semi-finished components for selected categories, thereby eliminating wooden packaging. Your Company is investing to secure cargo during dispatches by improving loading procedures.
CORPORATE SOCIAL RESPONSIBILITY 44.
("CSR") FRAMEWORK & VISION
Your Company believes that corporates have a significant role to play in bringing about social change. Crompton has kept its social and development mandate flexible and responsive to development challenges. Cromptons CSR strategy has evolved to focus on areas it sees as a key for positive change.
Your Company has chosen the grant-making route, and back the right implementation partners, leverage their sector expertise and community connect, to positively impact the lives of the end beneficiary.
The Companys CSR programme aligns with its long-term commitment to building positive and shared value for its stakeholders and addressing developmental priorities as identified by the Act. Aimed at igniting a positive social change, your Companys CSR initiatives have evolved over the years to focus on four key areas: skill and entrepreneurship development, water conservation, community care, and employee engagement. The details of the same are mentioned on page number 109 of this Integrated Annual Report.
COMPLAINTS RELATING TO SEXUAL 45.
HARASSMENT
Your Company is an equal employment opportunity
Company and is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. Your Company is committed to ensure that every employee is treated with dignity and respect and works in a conducive work environment, which promotes professional growth of employee and encourages equality of opportunity. The
Company has zero tolerance towards any act on the part of any executive, which may fall under the ambit of "sexual harassment" at workplace, and is fully committed to uphold and maintain the dignity of every woman executive working in the Company. Further, to provide an empowering and enabling atmosphere to women employees, the Company has continuously endeavoured to build the work culture, which promotes the respect and dignity of all women employees across the organisation.
The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which is also in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). The said policy has been made available on the internal portal of the Company as well as the website of the Company. The Company has constituted on Internal Complaints Committee ("ICC") under the POSH and has complied with the provisions relating to the same. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The constitution of ICC is as per the POSH
Act and includes an external member who is an independent POSH consultant with relevant experience.
Your Company has also initiated the e-learning tool on
POSH for all regular employees and also for induction of new employees. Your Company has also provided a
Toll Free No. for registering any POSH complaint telephonically. The employees are sensitised from time to time in respect of matters connected with prevention of sexual harassment. Awareness programmes are conducted at unit levels to sensitise the employees to uphold the dignity of their female colleagues at workplace.
During the year under review, no complaints were received.
REGISTRAR & SHARE TRANSFER AGENT 46.
("RTA")
M/s. KFin Technologies Limited (Formerly KFin Technologies Private Limited) is the RTA Agent of your Company. Their contact details are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.
47. LISTING
The equity shares of your Company are listed on BSE
Ltd. and National Stock Exchange of India Ltd. ("Stock Exchanges"). The NCDs of the Company are listed on the Debt Segment of National Stock Exchange of India Ltd.
Your Company has paid the Listing fees for Equity
Shares to both the Stock Exchanges and Listing fees for NCDs to the National Stock Exchange of India Ltd. for F.Y. 2022-23 and F.Y. 2023-24.
48. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors would like to assure the Members that the Financial Statements for the year under review confirm in their entirety to the requirements of the Act and guidelines issued by SEBI. Pursuant to the provisions of
Section 134(3)(c) of the Act, to the best of their knowledge and based on the information and explanations received from the Company, your Directors confirm that: 1. in the preparation of the Annual Financial Statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 2. the Accounting Policies selected and applied consistently, give a true and fair view of the affairs of the Company and of the profit for F.Y. 2022-23; 3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. that the Annual Accounts have been prepared on a going concern basis; 5. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and 6. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.
49. INTEGRATED REPORTING
For the 1st year, the Company has drawn up an Integrated Annual Report, which encompasses both financial and non-financial information to enable Members to have a more holistic understanding of the Companys long-term perspective. The Integrated Reporting is more robust and details such as the organizations strategy, governance framework performance and prospects of value creation based on the Six (6) forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social & relationship capital and natural capital have been added.
50. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Act;
2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;
3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;
4. No fraud has been reported by the Auditors to the Audit Committee or the Board;
5. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Act;
6. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act;
7. Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement. There was no instance of onetime settlement with any Bank or Financial Institution;
8. There was no revision in the Financial Statements;
9. There has been no change in the nature of business of the Company as on the date of this report; and 10. There are no proceedings, either filed by the Company or filed against Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the F.Y. 2022-23.
51. RIGHTS OF SHAREHOLDERS
• right to participate in, and to be sufficiently informed of, decisions concerning fundamental corporate changes; • opportunity to participate effectively and vote in general shareholder meetings; • being informed of the rules, including voting procedures that govern general shareholder meetings;
opportunity to ask questions to the Board of Directors at general meetings; • effective shareholder participation in key corporate governance decisions such as election of Members of Board of Directors; • exercise of ownership rights by all shareholders, including institutional investors;
adequate mechanism to address the grievances of the shareholders; • protection of minority shareholders from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and effective means of redress;
• to receive dividends and other corporate benefits like rights, bonus etc. once approved; and
• to inspect statutory registers and documents, including minutes books of the general meetings, as permitted under law; and
• any other rights as specified in the statutory enactments from time to time.
52. ACKNOWLEDGEMENTS
Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Companys performance.
Your Directors would also like to thank the employee unions, members, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.
53. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations. The Company is not obliged to publicly amend, modify or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.
For and on behalf of the Board of Directors
| H. M. Nerurkar | |
| Place: Mumbai | Chairman |
| Date: May 19, 2023 | DIN: 00265887 |
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www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
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