Crompton Greaves Consumer Electricals Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Seventh Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2021.

FINANCIALS

The table below depicts the standalone financial performance of your Company for the year ended 31st March, 2021.

(Rs crore)
Particulars Year ended 31st March, 2021 Year ended 31st March, 2020
Revenue from operations 4,749.95 4,511.97
Total income 4,825.58 4,570.84
Profit before Tax 707.72 588.27
Tax expense (including deferred Tax) 102.98 93.57
Profit after Tax 604.74 494.70

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

During the year ended 31st March, 2021, your Company registered revenue from operations of Rs 4,750 crore against Rs 4,512 crore in the previous year 2019-20 delivering growth of 5.3% over last year.

Tax expense was lower due to effect of the tax refund granted for the year 2017-18 and 2018-19.

INCREASE IN AUTHORISED SHARE CAPITAL

During the year under review pursuant to the ordinary resolution passed by the shareholders of the Company through postal ballot dated 6th January, 2021, the Authorised Share Capital of the Company was increased from Rs 130,00,00,000 (Rupees One Hundred Thirty Crore only) divided into 65,00,00,000 equity shares of Rs 2/- each (Rupees Two only) to Rs 131,00,00,000 (Rupees One Hundred Thirty One Crore only) divided into 65,50,00,000 equity shares of Rs 2/- (Rupees Two only).

INCREASE IN SHARE CAPITAL - EXERCISE OF STOCK OPTIONS

During the year under review, your Company has made following allotments pursuant to the exercise of options by eligible employees under the various ESOP schemes:

A. Crompton Employee Stock Option Scheme - 2016 (ESOP 2016):

Date of Allotment No. of Shares
16th September, 2020 49,963
09th November, 2020 28,125
16th December, 2020 26,866
04th January, 2021 21,070
18th January, 2021 27,000
17th February, 2021 48,000
18th March, 2021 25,000
23rd March, 2021 49,000
Total 2,75,024

B. Crompton Performance Share Plan - 1 - 2016 (PSP 1 2016):

Date of Allotment No. of Shares
29th January, 2021 1,00,000
Total 1,00,000

C. Crompton Employee Stock Option Scheme - 2019 (ESOP 2019):

Date of Allotment No. of Shares
18th March, 2021 32,357
Total 32,357

Accordingly, the total paid-up share capital of the Company as on 31st March, 2021 is Rs 125,53,82,706/- (Rupees One Hundred Twenty Five Crore Fifty Three Lakh Eighty Two Thousand Seven Hundred Six only) divided into 62,76,91,353 equity shares of Rs 2/- each.

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs 2.50/- per equity share of the face value of Rs 2/- each for the year ended 31st March, 2021. The Interim Dividend of Rs 3/- per equity share was paid on 13th November, 2020.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on 23rd July, 2021 will be paid on or after 26th July, 2021 but within a period of 30 days from the date of AGM to the Members whose names appear in the Register of Members, as on the Record date i.e. 9th July, 2021. The total dividend for the financial year, including the proposed Final Dividend, amounts to Rs 5.50 per equity share. 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 Shareholders. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

Further, pursuant to the applicable provisions of the Companies Act, 2013, 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 years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, since seven 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has adopted a Dividend Distribution Policy and the same is available on the Companys website at https://www.crompton.co.in/ media/Dividend-Distribution-Policy.pdf.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company issued rated, secured, listed, redeemable, Non-Convertible Debentures (NCDs) aggregating to Rs 300 crore on a private placement basis. These NCDs are listed on Debt

Segment of National Stock Exchange of India Ltd. The proceeds of Non-Convertible Debentures were used to infuse additional funds to retain adequate liquidity to support business continuity and growth during COVID-19.

Your Company has redeemed Non-Convertible Debentures (NCDs), Series B, issued in June 2016, amounting to Rs 170 crore on 24th June, 2020.

Presently, total NCDs aggregating to Rs 480 crore are listed on the National Stock Exchange of India Ltd. Out of these NCDs, Series C, issued in June 2016, amounting to Rs 180 crore is due for redemption on 24th June, 2021.

IDBI Trusteeship Services Limited is the Debenture Trustee for the Debenture holders. The details of the NCDs and the Debenture Trustee are provided in the Corporate Governance Section which forms a part of the Annual Report.

CREATION OF DEBENTURE REDEMPTION RESERVE

Your Company has maintained Debenture Redemption Reserve (DRR) at Rs 75 crore created in financial year 2018-19 pursuant to the provisions of Section 71 of the Companies Act, 2013 read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014. The DRR maintained is adequate for the NCDs redemption due for redemption on 24th June, 2021.

As required under SEBI Circular SEBI/HO/MIRSD/ CRADT/CIR/P/2020/207 dated 22nd October, 2020, your Company has created Recovery Expense Fund in respect of outstanding debentures.

RESERVES

Your Company does not propose to transfer any amount to the General Reserve.

CREDIT RATING

CRISIL has reaffirmed your Companys long-term rating to AA+/Stable. The short-term rating at A1+ remains the highest.

EMPLOYEE STOCK OPTION PLAN

During the year under review, the Members of the Company, vide special resolution passed through postal ballot on 6th January, 2021, approved the amendment in the ESOP 2019 and increased the option pool to further create, issue, offer and grant additional 50,00,000 (Fifty Lakh) stock options.

The number of stock options available under ESOP 2019 are 98,00,000 (Ninety Eight Lakh) exercisable into 98,00,000 (Ninety Eight Lakh) equity shares.

The ESOP Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (‘the SBEB Regulations).

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 are provided in Annexure 1 to this Report.

HUMAN RESOURCES & EMPLOYEE RELATIONS

Employee Performance & Engagement

Employee engagement is tracked on a real-time basis in Crompton. Your Company had conducted an organisation-wide "Employee Engagement Survey" by partnering with Kincentric in December 2019. The results of the Survey were shared by the Executive Director & CEO in the townhall with all employees, wherein the overall engagement level as analysed by Kincentric was "63%". Over the next few months, several interventions have been identified both at the Organisation level and Business Unit/Function level to enhance the employee engagement levels in the organisation.

To assess the progress that was made in improving the engagement levels, an Employee Engagement dipstick survey for most of the Business Units was conducted through Hyphen. The questions to measure the Engagement levels were the same as administered by Kincentric which were focused around the pillars "Say, Stay and Strive". The employee engagement scores have seen a steep increase from 63% in December 2019 to 88% in February 2021. 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.

Employee Welfare and Policies Your Company has always been conscious to promote allround 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 during COVID are listed below:

1. Safe Work Environment: Once operations restarted in factories after lockdown, the priority was to provide a safe work environment so that employees could work without any fear of their safety & well-being. Your Company started with providing for social distancing at assembly lines and canteen. Workstations were provided with glass partitions to avoid direct contact. All the common touch points were studied and provided with alternatives (Eg. Inhouse developed foot operated water coolers, Foot operated doors, No touch soap dispensers, etc.).

2. Awareness Sessions: Considering that there was general panic and fear among the employees, your Company made it a point to have constant dialogue and awareness sessions on COVID-19 and steps taken by the organisation. The shop-floor employees actively participated in driving this message to all employees regularly. In factories, the supervisors organised small group interactions continuously to drive the message of safe social distancing, usage of masks and need for self-isolation in case of any COVID symptoms.

3. Adoption of Technology to ensure social distancing norms: To drive the new behaviours of maintaining the necessary distance in social interactions and to effectively track close contacts in case of any infections, significant investments were made in implementing "MyShield" application through which tags with MyShield instrument were provided to all employees which gives an audio signal if any employee comes in close contact with another person. It also enables contact tracing as and when required.

4. Transportation facility for some factory employees:

Prior to COVID, your Company was providing transportation facilities to factory employees which required the employees to assemble at specific locations. To avoid any risk of travelling on public transport, your Company has provided bus service to those factories employees by picking them up from their place of stay. Also, to avoid close contact, the number of employees in each bus was limited to half the capacity.

5. Support to the local community: Your Companys factories are in industrial estates with a large population of migrant labourers. During the initial days of lockdown, with limited availability of ration and transportation, it was difficult for them to procure daily supplies. Your Company tied up with the local NGOs in supplying the daily essentials and the employees volunteered to ensure effective distribution of these.

6. Capability Building & Employee Wellness related programmes: Your Company took the opportunity of lockdown to upskill its employees with a range of online programmes being made available to them. Learning management system, "Degreed" with content curated on topics ranging from functional skills to employee wellness including programmes like online yoga and meditation sessions was launched. Online programmes such as How to Keep Yourself Fit, Dos & Donts during the Pandemic, Mindfulness, special talks by the doctors under "Ask the Doctor" series, yoga, Work-life balance, how to be productive during "Work from Home" are continuously conducted. Your Company has also arranged an online medical facility for all the employees and their families through the DocOnline, one of the renowned companies in this field so that employees can get their health concerns addressed virtually.

7. 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, singing competitions and special curated content on "Degreed" targeting the children of employees.

8. Support for employees affected by COVID:

Understanding the monetary and emotional drain on employees because of COVID-19, your Company took additional COVID-19 insurance for employees and their family members on top of regular medical insurance which was in place before COVID-19. Also, for any employee who was affected by COVID-19, 17 days of paid leave in addition to their regular leave eligibility was provided. The Company also reimbursed expenses incurred for COVID-19 tests for those employees who went for testing in private labs. The COVID-19 Insurance Coverage Scheme Options at special rates was extended to our Dealers & Distributors at lesser than market price.

9. Revising the monthly compensation cycle: In March 2020, when the lockdown was imposed, your Company took a call to pay salaries and incentives to employees in advance, so that they need not be worried on the financial front due to the sudden onset of lockdown. The same support has been extended to suppliers to keep the system running.

10. COVID Heroes: Your Company also started a special "Rewards & Recognition" programme for the

employees for demonstrating exemplary Crompton behaviours in difficult times. They were recognised as "COVID-19 Heroes".

11. Adopting to new normal: Once the lockdown was eased, your Company was amongst the first organisations to re-start factories at all locations with all the necessary precautions. However, clear communication was given to employees to continue working from home if their role did not require them to come to the office. The same was mandated to those employees whose age put them at higher risk of infection. The sales teams who primarily work by extensive field visits adapted to the new normal by staying connected with business partners through regular telecalls and providing necessary support remotely for their businesses to run effectively.

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 long-term Leadership development programmes in partnership with the Indian Institute of Management at various levels. The process of identifying internal successors for key positions and systematic development of leadership continued.

The talent assessment process of the organisation for recruitment and internal talents also continued to be strengthened through the implementation of various data- driven tools including TalView, Knack, Hogan, Korn Ferry, etc.

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-inclass capability in the area of Go-to-Market, Operational Excellence and Quality, Brand and Portfolio Management and Innovation.

Your Company used the opportunity to develop Personal Leadership. During the crisis, following unique initiatives were launched.

1. Service Excellence Certification Program - Your Company piloted the programme which aimed at improving the coaching skills of First Time Managers- Area Sales Managers (ASMs). The participants were trained on how to coach their employees. While COVID

could delay the Sales, there was no way to delay the service. It had to be provided whenever a customer raised any complaint. This programme helped Service ASMs to coach Territory Managers (TMs) for resolving customer complaints with the same sense of urgency. Seeing the success of this initiative, your Company is now all set to deepen this intervention further.

2. Design Thinking - Your Company had embarked on this journey last year mainly for Product Managers and Innovation Team. However, COVID threw some unique challenges for Sales Team such as how to sustain revenues and address high-stress levels amongst employees. That is where your Company decided to pilot design thinking even for Sales Team so that they could address these challenges keeping the customer in the centre.

3. Taking Ownership for Ones Development - Career development workshops were conducted to sensitise employees on the importance of life-long learning and how they need to take charge of their own development. The employees also realized that they continuously need to up-skill/re-skill themselves if they need to stay relevant. 50+ pathways on Degreed were curated and employees were nudged to refine their skills through self-learning. This was a significant leap for your Company as traditionally only classroom training was done. Hence, there was huge consumption of selflearning modules on Degreed.

4. Crompton Leadership Program - With physical sessions no longer possible, the last phase of ongoing programme with IIM Lucknow for high-potential employees was completed remotely. This revealed an important opportunity that was not leveraged earlier. People became used to virtual learning. This helped to incorporate coaching as an essential component of training design. With people spread over multiple locations, virtual coaching is far more practical to implement. Also, based on the success of this initiative, your Company was able to widen coverage in MDP programmes while managing the costs.

Employee Relations & Compliance

Your Company continued to enjoy a very good relationship with the labour unions at the respective factories. The overall compliance framework was further strengthened by an in-depth assessment of all compliance-related risks and taking suitable actions.

Digitalising HR Practices

The journey to digitise all aspects of an employees life cycle continued with further deployment of technology- enabled tools and processes.

DIRECTORATE & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of your Company. The detailed Nomination and Remuneration Policy is contained in the Corporate Governance Section of the Annual Report.

Your Companys Board comprises ten members as on the date of this Report. The Chairman, Mr. H. M. Nerurkar is an Independent Director.

Mr. Shantanu Khosla is the Managing Director. Mr. Mathew Job is the Executive Director & Chief Executive Officer. Mr. D. Sundaram, Mr. P. M. Murty, Ms. Smita Anand and Mr. P. R. Ramesh are other Independent Directors. Ms. Shweta Jalan, Mr. Sahil Dalal and Mr. Promeet Ghosh are Non-Executive Non-Independent Directors.

Mr. Mathew Job was appointed as an Additional Director designated as the Executive Director & Chief Executive Officer by the Board of Directors on 22nd January, 2021 and Members of the Company vide special resolution passed through postal ballot on 2nd May, 2021 approved the appointment w.e.f. 22nd January, 2021 for a period of 5 years.

Mr. P. R. Ramesh (DIN: 01915274) was appointed as Additional Independent Director of the Company by the Board on the recommendation of Nomination and Remuneration Committee w.e.f. 21st May, 2021. Members approval is sought for his appointment as an Independent Director for a period of five years with effect from 21 st May, 2021.

The Company has received a declaration from each of its Independent Directors confirming that they satisfy the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Also, all the Independent Directors are registered on the on-line database of Independent Directors created by the Indian Institute of Corporate Affairs, Manesar ("IICA").

During financial year 2020-21, Mr. P. M. Murty and Mr.

D. Sundaram were re-appointed for second term as Independent Directors w.e.f. 18th September, 2020. Mr. H. M. Nerurkar was re-appointed as Independent Director for second term w.e.f. 25th January, 2021. The Company did not appoint any new Independent Director on the Board of Directors during financial year 2020-21. Hence, the opinion of the Board concerning integrity, expertise and experience (including the proficiency) of Independent Directors is not required to be given.

Mr. Shantanu Khosla was re-appointed as the Managing Director of the Company for next term of 5 years w.e.f. 1st January, 2021.

Mr. Shantanu Khosla, Managing Director & Ms. Shweta Jalan, Non-Executive Director are liable to retire by rotation. Mr. Shantanu Khosla being eligible for re-appointment at the ensuing AGM of your Company has offered himself for re-appointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of your Company. Ms. Shweta Jalan has indicated that she is not desirous of seeking re-appointment at the ensuing Annual General Meeting of the Company. Appropriate resolutions are included in the Notice of the ensuing Annual General Meeting.

Mr. Shantanu Khosla, Managing Director, Mr. Mathew Job, Executive Director & Chief Executive Officer, Mr. Sandeep Batra, Chief Financial Officer and Ms. Pragya Kaul, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 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.

Your Board of Directors met eleven (11) times during the financial year 2020-21. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees are Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship & Share Transfer Committee, Risk Management Committee, Allotment Committee for allotment of shares arising out of Stock Options, Strategic Investment Committee, Committee for Debentures and ESG Committee. The composition, terms of reference, number of meetings held and business transacted by the Committees are given in the Corporate Governance Report.

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

The Board Evaluation cycle was completed by your Company internally led by the Independent Chairman of the Company along with the Chairman of the Nomination and Remuneration Committee ("NRC").

The parameters for performance evaluation of the Board include 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 etc.

Some of the performance indicators for the Committees include understanding the terms of reference, the effectiveness of discussions at the Committee meetings, the information provided to the Committee to discharge its duties and performance of the Committee vis-a-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 met the independence criteria as required under the Companies Act, 2013 and Listing Regulations, 2015.

The Board Evaluation discussion was focussed 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.

Additionally, during the evaluation discussion, the Board also focussed on the contribution being made by the Board as a whole, through its Committees and discussions on a one-on-one basis with the Chairman.

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 questionnaire based evaluations had been acted upon.

During 2020-21, the Company actioned the feedback from the Board evaluation process conducted in 2019-20.

The Board noted the key improvement areas emerging from this exercise in 2020-21 and action plans to address these are in progress. These include strengthening the succession planning for key positions, business strategy and annual plan etc.

FAMILIARISATION PROGRAMME

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 for Prevention of Insider Trading and Code of Conduct applicable to Directors and Senior Management Personnel. They are also updated on all business-related issues and new initiatives.

Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors.

The Directors appointed as members on the Corporate Social Responsibility Committee ("CSR") are also involved and briefed about CSR initiatives of the Company. Senior Executives of the Company make presentations to the members of the Board on the performance of the Company and strategic initiatives.

Brief details of the familiarisation programme are uploaded and can be accessed on the Companys website at https://www.crompton.co.in/wp-content/uploads/2019/07/ Familiarization-Programme-for-FY-20-21.pdf.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

Your Company has three wholly-owned subsidiaries which are as follows:

1. Pinnacles Lighting Project Private Limited (CIN: U74999MH2018PTC318891) was incorporated on 31st December, 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 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 Financial Year ended 31st March, 2021 was Rs 42.82 crore (including Rs 0.21 crore as other income). Profit after Tax was Rs 6.38 crore as compared to a profit of Rs 1.01 crore in the previous year.

2. Nexustar Lighting Project Private Limited (CIN: U74999MH2019PTC318955) was incorporated on 2nd January, 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 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 Financial Year ended 31st March, 2021 ended was Rs 38.24 crore (including Rs 0.19 crore as other income) and Profit After Tax was Rs 5.54 crore as compared to a profit of Rs 0.09 crore in the previous year.

3. Crompton CSR Foundation (CIN:

U85300MH2019NPL324784) (CSR Unique

Identification No: CSR00001086) was incorporated under Section 8 of the Companies Act, 2013 (being a Company limited by guarantee not having share capital) on 1st May, 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.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, 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 your Company at https://www.crompton. co.in/investors/accounts-of-subsidiary-companies/.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

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 the report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in compliance with Indian Accounting Standards (the ‘Ind AS) notified under Section 133 of the Companies Act, 2013 (the ‘Act) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act.

RELATED-PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions which can be accessed through weblink - https://www.crompton.co.in/ media/Policy-on-RPT-CGCEL.pdf.

All related-party transactions are placed before the Audit Committee for review and approval. 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 related-party transactions is placed before the Audit Committee for their noting/ approval every quarter.

There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover) 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 Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

All related-party transactions 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 related-party transactions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loans and Guarantees made by the Company under Section 186 of the Companies Act, 2013. The details of investments made by the Company under Section 186 of the Companies Act, 2013 form part of this Annual Report and are given in the Notes to the standalone financial statements for the financial year ended 31st March, 2021.

ENTERPRISE RISK MANAGEMENT

Your Company has established a robust risk management framework and process to ensure the achievement of its strategic objectives and sustainable goals. The process enables informed decision-making, through risk assessment and management at various levels. Both Bottom-up and Top-down approaches are adopted covering the Organisation, Business units and Functions.

The Board of Directors oversee your Companys Risk Management framework and process through Risk Management Committee. Audit Committee also has additional oversight on Financial Risks and Controls. Your Companys Internal Management Audit team assures the Board of Directors of the effectiveness of the process. Risk Council comprising the Senior Leadership team of your Company has been formulated, that reviews the major risks identified by the business and the status of mitigation actions, to systematically address the risks, on an ongoing basis.

Your Company has a comprehensive fraud prevention mechanism, to deter and detect fraud across the Company. Effective training modules have been created and institutionalized to ensure that every Employee is aware of their Whistleblowing rights, to report any action which is non-compliant with the Companys laid down Policies and Code of Conduct. Any reporting is duly investigated and duly reported to the Board of Directors, and actioned as applicable.

Key Risks identified by the Management and the status of actions taken are summarised below: External Risks

RISK ACTION PLAN
Fragile macroeconomic conditions and factors (like government policies, impact of global/national events, lower consumer spending etc.) could have an indirect impact on the consumer behaviour which in turn affect demand • Robust short, medium, long term planning process including a 5-year strategic plan with clear objectives, related risks and defined mitigation plan.
• Annual operating plan with defined KPIs and monitoring.
• Monthly planning process.
• Comprehensive cost reduction plan (Unnati).
All the above enable a very agile response to changing situations.
Entry of global players with deep pockets in the Indian market (E.g. slowing of other economies could lead to possibility of dumping of products, favourable FDI regulations) • Product initiatives of competition closely tracked and reviewed during monthly meetings with Business Heads.
• Entry of new players in the market is monitored through periodic field reports and market expert reports.

Strategic Risks

RISK ACTION PLAN
Ability to out-innovate competition • Competency built in businesses and central Research &
• Inability to have first-mover advantage due to poor speed of execution of the pipeline Development (R&D) to support industrial validation and project management.
• Technological changes and obsolescence in the absence of tracking technological trends and developing smart and connect products • R&D process being strengthened with robust New Product development (NPD) using the stage-gate approach.
• Centre of Competency created, for IoT/Smart technology and
• Lack of a comprehensive product portfolio to meet the growth strategy Cost-Effective Product design.
• R&D Infra strengthening in progress across businesses and central R&D.
• Absence of a product pricing mechanism in line with competition, demand etc.
• Introduction of more energy-efficient products Ability to commercialize new innovation Legacy culture posing a challenge to the desired Crompton culture Changes in material trends impacting business model, cost and growth vision
• Provide feedback to managers through periodic Dipstick surveys & AI-enabled Employee Engagement tool to address gaps.
• Across Business Units substitute material trials are ongoing for various products. Material development is currently tracked in the New product development and Project Management meetings, for cost-effective resources.
• Shift to usage of plastic from metals
• Availability of low-cost substitutes due to change in material trends
RISK ACTION PLAN
JioMart and similar platforms leading to consolidated • Collaborate with B2B platform providers.
buying by general trade • Explore, experiment and scale-up D2C model through partnership with digital players.
• Focus on omnichannel strategy ensuring correct pricing strategy.
Increasing competitive intensity due to entry of new players and stepped up brand investment • Continued focus on cost efficiency to develop products at competitive prices.
• Expanding reach and improving product availability.
• Accelerating the pace of innovation and new product development.
• Step up investment in brand (significant higher spend on advertisement on radar and accelerated focus on digital media).

Supply Disruption

RISK ACTION PLAN
Impact of uncertain events (COVID-19 etc.) on imports of raw materials/finished good, import restrictions owing to Geopolitical tensions (China) • Vendor broad basing done to make key SKUs available as per demand forecast and robust plans in progress to ensure minimizing gaps in small appliances/lighting supplies.
• Challenges of single source supplies to be tracked and business continuity plan to be defined for key products.
• Businesswise evaluation of indigenizing imports is in progress.
• Indigenous capacity set up for TPW Fans which were hitherto imported.
Disruption (fire, strike etc.) at own factory or third-party vendor premises impacting production • Tier 2 Suppliers for key components/commodities identified and data compiled with spend analysis for immediate shift in case of disruption.
• Capacity planning and readiness at identified alternate vendors periodically reviewed.

Reputational Risk

RISK ACTION PLAN
Inability to attract customers due to lack of an aftersales service network to cater to remote areas • Service transformation project to be initiated in financial year 2021-22.
Poor customer retention due to product failure and consequence management • Make a roadmap to become Best-in-Class - to cover - People, Process and Technology.
Substandard product quality leading to brand degradation • Incoming Quality Controls, Test Bed Results, Pre Dispatch Inspection and other Quality parameters are a part of the Quality Score of Project Delight. Progress status monitored and reviewed with Leadership team every month.
• Due to various initiatives undertaken, approximately Rs 40 crore reduction in cost of poor quality "CoPQ" has been achieved this year.

Governance Risk - Compliance

RISK ACTION PLAN
Regulatory changes - Energy efficiency Standards & Performance Ratings and EPR • Cost-effective 1-star product platform design complete for Ceiling Fans and pilot in progress for implementation as per mandatory timeline, using BLDC technology.
• BEE norms complied for Bulbs.
• While new BEE norms are not mandatory for Pumps, we have achieved the norms in Radial flow pumps. For Mixed flow, inhouse design competency being built and collaborating with IIT, Mumbai for SRM technology.
Non-compliance to product safety laws and other industry-specific guidelines • Beacon, the legal compliance tracking tool, has been made more robust by validating all the key provisions and mandating supporting document upload for critical tasks.
Regulatory Risk - changes in government regulations requiring changes to business model which in turn may impact cost and growth
• Legal compliance training calendar rolled out and in progress.

Governance Risk - Sustainability

RISK ACTION PLAN
Sustainability - Increase in competition and change in consumer behaviour towards Sustainable products • Sustainability Checklist prepared includes key KPIs.
• Cost of poor quality reduction, energy conservation, reduction in distance of product movement and oriented actions are in progress.
• 9 units selected for pilot (5 CGCEL units and 4 key vendor units per PL).
• Gap assessment completed at all the units and observations closure in progress.

Operational Risk - Human Resources

RISK ACTION PLAN
Inability to achieve organizations goals due to absence of skill set • Introduced IT-enabled tool for customized development programme.
• Implemented quarterly governance mechanism of skill matching.
• Pilot project conducted to enhance Talent assessment with data.
RISK ACTION PLAN
Inability to curtail attrition and develop skill set • Driving committed Business Unit-specific Employee Engagement Action covering
- Recognition
- Continuous Performance discussion
- Manager coaching & conversation
- Work-life balance
• Career discussion
• Design thinking
• Drive Leadership Team level actions
• Drive engagement for Work From Home (WFH)
Absence of succession planning • Multi-layer calibration process adopted across all functions, Business units and Regions.
• Launched Internal job portal process.
• Career discussion conducted with 450+ employees & Individual Development Plans prepared.

Operational Risk - Cyber Security

RISK ACTION PLAN
Unauthorized access to confidential data through exploiting vulnerabilities, leakage of Company sensitive data/information • Extended the contract for VAPT (Vulnerability assessment and penetration testing) to include 33 IT Applications + 3 Locations + all firewalls + CISCO core switch. Project has been kickstarted in January 2021.
• SSO Portal is now active for all IT Applications in the project scope. It is live for all employees. SSO is now stabilized.
• A concept note on Privilege Management (Ph2 and Ph3 of SSO Project) is being prepared and to evaluate with the potential partners on project timelines and costs.
• Data risk protection assessment is in progress.
Leakage of Company sensitive data/information • Data Classification project kicked off.
• Basis the project recommendation, next steps shall be initiated for Data security.
In absence of periodic assessment of Disaster recovery, functioning of Disaster recovery site cannot be ascertained • Annual Data Centre (DC) Disaster recovery (DR) Drill for SAP has been successfully completed in January 2021 along with Finance.
• Preparation of list of IT Applications, classifying them on impact to business, and proposing DR for Critical Applications hosted on DC, in progress.
• For Cloud Applications back-up and DR from Vendor side is being explored.

INTERNAL CONTROL SYSTEMS

Your Company believes in continued reinforcement of the financial and operational controls, intended to improve transparency, accountability and effectiveness of the Companys processes. Your Companys policies and procedures are aligned to the Internal control framework that ensures:

• Coverage of key processes that impact the reliability of financial reporting

• Periodic Control testing to assure operational effectiveness

• Implementation of remedial measures arising out of testing

• Regular monitoring by Senior Management on the test effectiveness

• Regular review by the Audit Committee, on the progress of the actions, twice a year

Your Company has a robust Internal Audit mechanism, conducted as per the pre-approved calendar. Basis the audit, Internal auditors periodically report on the design deficiency and operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company objectives more efficiently. The observations and agreed action plans are presented quarterly, to the Audit Committee that reviews the adequacy of the controls implemented by the Management. In addition to quarterly Audit Committee meetings to discuss financial results, two Audit Committee meetings are held, to review specific processes, on the improvements in systems and outcomes.

Continued Improvement initiatives and control Standardization

In the ongoing COVID scenario, data security is the prime need of the hour. To ensure Data and IT system security, your Company has enabled ‘Single Sign on" (SSO), which will ensure that access to Companys IT systems and applications, is available only to authorised users.

Controls concerning authorization to SAP are reviewed periodically, and are initiated towards function based User access, supported by Governance Risk and Controls module of SAP. Further actions are initiated to effectively utilize the evolving SAP solution around process controls and continued monitoring through automations and exception management.

E-learning modules have been developed to enable employees to keep themselves abreast of the Companys Code of Conduct, POSH compliances and Whistle blowing rights. This is to ensure Companys employees are aware to always operate in a compliant and control abided environment, while achieving the Companys Objectives.

Your Company is in constant endeavour towards IT enablement in all key processes. Major controls under Credit policy, Customer/Vendor management, Procurement, Scheme settlements, E-invoicing/waybill, etc. are embedded within SAP, assuring accuracy. Third-party validation is also initiated to ensure the system configuration is effective.

Your Company has been progressively building capability in key functions like Innovation, Design, Procurement, and Quality for standardizing processes across the Company for uniform processes and superior decisionmaking.

Your Company is also embarking on the journey of Shared services for Accounts Payable process, for effective utilization of Companys resources, time and expertise in driving process improvement and better decision-making.

The Certificate provided by the Executive Director & Chief Executive Officer and Chief Financial Officer in the Certification Section of the Annual Report discusses the adequacy of the internal control systems and procedures.

RESEARCH AND DEVELOPMENT (R&D)

Your Company endeavours to be best-in-class, promoting strong foundation of Research and Development through one of its behavioural pillars of innovation. Culture of creativity is embedded in the Companys people and processes. The Companys In-House Research and Development team strives for best technology- based sustainable product innovations, with efficient product lifecycle, including design, development and manufacturing process.

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:

Fans:

• This year saw the introduction of the SilentPro IoT, a flagship product into the silent fans category. It works with MyCrompton App.

• Silent Pro Enso Fan has received prestigious international IF Design Award for 2021. This is one of its kind award where 67 jury members worldwide assess products from idea, form, function, differentiation & impact standpoint before selecting a winner.

• SilentPro Enso SMART, silent fan was launched with loT-enabled feature. Company has invested into creating IoT capability & this was its first successful launch along with IoT-enabled LED bulb Immensa.

• Torpedo, a new series in table-pedestal-wall fan offers superior air delivery and high speed at a much lower operating noise level.

• Markle series, a Designer range of ceiling fans operates at 55 Watts power, with superior aesthetics and Anti-dust feature.

• Surebreeze Style is a stylised fan with decals on the blades which offer a low-cost decor option in the economy range of fans.

• Industrys first customisation idea through Decal technology (and after successfully piloted in many parts of India) launched in major markets where consumer gets customised Indian art designs on ceiling fan to enhance their decor.

• As part of continuous learning about unmet consumer need, the Company was able to touch base with various consumers as well interior decorators and architects and was able to successfully create CFM framework towards bringing new colours and finishes to market. 30+ new trendy finishes like holographic, colour gradients etc. were launched during the year.

• Decor Fans Catalogue 2020 - the launch of the premium booklet was aimed at offering a unique immersive journey with 9 different Decor stories and concepts to guide the consumer to make the right fan purchase basis their decor preferences.

Pumps:

• Best in industry Openwell and Borewell agricultural pumps range "ULTIMA" and "MAGNA" launched with "Ultimate performance, Ultimate reliability" and "Maximum performance Maximum reliability".

• To address todays consumer lifestyle needs, and water requirement of high-rise buildings, your Company launched Premium range of pumps, "Mini Neo" with 2 years warranty for longer life. •

• To take care of varying site conditions as well as power supply conditions, your Company launched "Crompton Armor" range of highly advanced control panel with all 1st in industry features. Armor control panel protects pump in case of adverse site and power supply conditions and gives real peace of mind to consumers.

Appliances:

Your Company strengthened the portfolio of appliances withvarious new launches: -

• Water heaters - Rapid Jet +, Arno Neo Series (5Star Rated Product), Rapid Jet 6L & Juno 6L,10L,15L and Sol Aura 10L, 15L & 25L, Solarium Qube Digi models. Strengthen Water Heater line up with launch of 6L category to fill the portfolio Gap.

• Air coolers - Optimus 65IoT (Smart Air cooler), Gale 60/90 L Desert cooler with new innovative polymer Material, CMF upgradation of existing line-up.

• Mixer Grinder & Iron Category - Revamped line-up of Mixer Grinder with launch of 9 products in various segments to strengthen portfolio. Launched 7 new models for Iron Category with industry-leading features and performance.

• Small Domestic Appliances & Room Heaters - Launched a complete range of Sandwich makers, Grill Toaster, Blenders and 3 room heaters to enter and explore the opportunity of new market.

• All these products are meticulously designed with attractive craftsmanship and packaging.

Lighting:

• Developed novel IoT dimming solution for street lighting application. This solution gives dimming capabilities to customers going for just feeder level ON/OFF control of street lights, which gives extra energy saving.

• Innovatively engineered, aesthetically designed Higher wattage street light with Highway Optics. This is the first in-house optics design (Lens) street light which gives reduction in total cost of ownership by > 10%.

• Introduction of economical range of STAR LORD Downlighter and STRIKO cabinet light are a good value proposition product in B2C.

• Introduction of FREELINE New Range of Node based Linear lighting in customised shaped (Hexa, Penta, Square etc.). This comes with electromechanical connectors for ease of installation and service. Elegant design with excellent engineering for modern interiors which gives 50% energy savings.

• R&D efforts also helped the Company in providing the best in industry solutions to customers for various projects of national significance and in bagging major orders in GMR Dial, Rajkote Smart City, PNC Infra, NHAI, BDA, Amazon 140LPW Batten to name a few.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies Act, 2013, read with 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 3 to this Report.

ENVIRONMENT, HEALTH & SAFETY (EHS)

A comprehensive EHS manual titled KAVACH 3.0 comprising the policies, procedures and work instructions has been prepared. The previous existing KAVACH 2.0 version was revised to 3.0 version in the financial year 2020-21. The EHS policy of the Company has been revised wherein the KAVACH deployment to all the products and processes has been committed. Apart from the scope change, the current KAVACH manual also talks about obligations with respect to Extended Producer Responsibility from e-waste and plastic waste handling and treatment point of view. Sustainability for a mutually inclusive growth along with the society where your Company operates is also addressed in KAVACH policy.

To ensure focussed delivery on EHS activities, each plant carried out Aspect Impact and HIRA (Hazard Identification and Risk Assessment) review for various activities and identified Controllable/Uncontrollable and Normal/ Abnormal/Emergency scenarios in each operation.

Your Company is greatly conscious of its responsibilities towards Health, Safety and Environment Management. As mentioned above, a policy on Occupational Health, Safety and Environment is already in place. During the year, your Company complied and excelled with EMS 14001 implementation. Also all units successfully migrated from OHSAS 18001 and got certified under ISO 45001 which is an important milestone in Safety journey of the organisation.

Single IMS (Integrated Management System) is in place which is the foundation of the overall Health, Safety and Environment framework at your Company.

In spite of the challenging COVID situation, EHS teams carried out Safety audits across CGCEL Manufacturing units namely: Baddi Fans, Baddi Lighting, Bethora Fans, Kundaim Fans and Vadodara Lighting and brought out opportunity areas for continual improvement in Safety performance. Best practices were also identified, highlighted and taken for horizontal deployment.

At Goa and Ahmednagar Units, third-party safety audit was carried out as per IS 14489 requirement of Factories Act, 1948.

Closure of the 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 organisation incidents and taking preventive actions are also initiated as a proactive approach in ensuring safety performance.

A comprehensive EHS scorecard has been deployed across units and is monitored every month for the performance and corrective, preventive action are taken as appropriate. Meetings are conducted to promote crosslearning between Manufacturing units with an agenda to conserve natural resources through water consumption reduction, electricity consumption reduction, proper disposal of hazardous wastes etc. Various promotional activities taken towards EHS awareness are also shared between the units to continuously improve and standardise best practices. Safety-related performance is analysed in a standardised data-based approach and learnings are shared to continually improve upon from the existing scenario.

A brief on EHS programmes of your Company is as under:

Environment - a green pursuit

In addition to the focus in conserving finite resources together with reducing harmful emissions, sustainable management at all stages of the value chain and through the life cycle of the products is now an essential part of your Companys policy.

Your Company is committed to achieving its target by implementing management programmes. All units are complying with Zero liquid discharge system along with focus on reduction in air emissions.

In other environmental focus areas, your Company has complied with all environment-related legal statutory requirements laid by the Government from time to time. Your Company is highly focussed on carbon footprint reduction through the manufacture and sale of energy- efficient products.

In the current financial year, 11 lakh MWh of energy savings has been possible from the production of energy-efficient star rated products supported by various process improvement initiatives.

Another significant milestone achieved this year is the compliance with e-waste for fluorescent and other mercury containing lamps under Extended Producer Responsibility (EPR) of CGCEL.

Reduction in energy consumption:

Heat loss of oven was arrested by running plant on alternate days with 2 shifts at Bethora, this has resulted in saving of 210 MWh.

Replacement of all shop floor & office conventional light fittings by LED fittings at Ahmednagar pumps unit; saved 103 MWh in 2020-21 vs 2019-20.

Replaced 20 Nos. of 90 W streetlights with 35 W LED streetlights at both Baddi Fan Units which has given a saving of 3.34 MWh in 2020-21.

Reduction in water consumption:

Installed Auto operating taps at Goa units which has saved water by 29% over last year. (In 2019-20 Water/ Employee was 3.63 KL, in 2020-21 Water/Employee is 2.6KL).

With STP in place at Goa units, your Company was able to recycle 15% more water w.r.t. last year. In 2019-20: 3,368 KL, in 2020-21: 3,876 KL.

Auto Water Dispenser on DMB line in Ahmednagar resulted into ~8 KL water saving/year.

Maintenance of Canteen Waste Water Storage Tank at Ahmednagar done resulting in increase in recycled water usage by 30 KL in 2020-21 with an annual savings potential of about 150 KL.

Reduced water consumption by 10% compared to last year and saved 350 KL at Baddi lighting Unit by rectifying the water leakages & minimising the water for flushing & washing.

Hazardous waste reduction and management:

The Companys Bethora Fans factory has emphasised improving the efficiency of its manufacturing processes, which resulted in the reduction of hazardous waste generation by 5% from last year (6,100 kgs to 5,800 kgs in 2020-21).

The Companys operational units ensure that all hazardous waste are sent to the authorised disposal facility/recycler approved by the State Pollution Control Board.

Clean and Green Environment:

Plantation/distribution of 200+ trees carried out at various locations as a part of the tree plantation drive and environment day celebrations.

Safety:

Safety is accorded overriding priority by your Company. 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 and cross 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:

• Cross plant safety audits.

• All Manufacturing plants were safely restarted after the lockdown - All safety protocols were identified, checked and the units were restarted with Zero incident.

• Post start-up of the plants, COVID precautions were drafted and strictly implemented to ensure the safety and health of all the people and their families.

• Visitor induction standard system developed and implemented at Vadodara unit - Television and safety video provided in Visitor room.

• At Vadodara Chemical storage room, Spill control kit, flame proof lighting and Emergency door installed.

• Modified the Impeller balancing area layout for safe material handling and safe evacuation at Ahmednagar unit.

• Fire Fighter Certification training done at Vadodara.

• 50th National Safety day celebration done across units; carried out various contests focussed on safety. Families were involved actively to the extent possible in virtual mode in view of the current COVID situation.

• Kaizens implementation focussing on first aid injury reduction.

• Rewards and Recognitions of Safety practices from External forums: Goa unit received 4 awards from various prestigious forums this year in recognition of its excellent safety practices and results. The awards are :

i. Gomanth Suraskha Puraskar award (Third Prize) for the second consecutive year,

ii. Prashansapatra award from NSCI Safety Awards - in Manufacturing Sector,

iii. National Safety Award from Global Safety Summit 2021 in the Consumer Products Manufacturing Sector,

iv. Greentech Safety award third time in a row.

Also, Vadodara unit received Fame Excellence Platinum Safety Award 2020 in Safety Excellence Category.

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 Vice President of Human Resources 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.

An app named "My Shield" been deployed at all manufacturing 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR) FRAMEWORK & VISION

Making A Difference ...

Your Companys Corporate Social Responsibility strategy is aligned to its business philosophy, engages its stakeholders and protects the environment. Aptly named, UJJVAL DEEP, the CSR programme framework is both in line with the Companys long-term commitment to build positive value for the communities as well as address developmental priorities as identified by the Companies Act, 2013.

Drawn up on the basic principles of ‘Responsible Business and ‘Shared Value, the CSR programmes are focussed on the key areas mentioned below. Your Companys CSR strategy aims to provide youth with employable vocational and life management skills and contribute to water neutrality by participating in water conservation initiatives.

Skill Health and Water Community Employee
Development Response to COVID Conservation Development Volunteering
OUR REACH
Water Projects
Palghar, Maharashtra
Beed, Maharashtra
Ahmednagar, Maharashtra
Jalna, Maharashtra
Skill Development
Solan, Himachal Pradesh
Ahmednagar, Maharashtra
Vadodara, Gujarat
Coimbatore, Tamil Nadu
Guwahati, Assam
Bhubaneshwar, Odisha
Palghar, Maharashtra
Hyderabad, Telangana
Rangpo, Sikkim
Bundu, Jharkhand

OUR PROGRAMMES DURING 2020-21 SKILL DEVELOPMENT

The skill training programmes are designed to provide youth an opportunity to earn a respectable livelihood. The theory and practical trainings are aligned to the National Skill Development Mission as well as the industry requirements. Assistance is extended to the youth to find placement in the companies as well as to set up their businesses.

ELECTRICAL AND PLUMBING TRADES

Your Company has collaborated with partners to run 9 centres across the country which provide vocational training in electrical and plumbing skills to the youth. During the 3-month training, the youth are taught vocational skills, provided hands-on training, and trained in soft skills to build their confidence and make them ready to work in a professional work environment.

During the year, 1,090 youth were trained and 616 youth were placed in jobs.

WIREMAN AND HOME APPLIANCE REPAIR PROGRAM

Your Company supports skilling of youth in Maharashtra in the field of Electrical, Wireman and repair of Home Appliances followed by placement and entrepreneurship assistance. The students participate in the Soch Ka Parivartan (Attitude Transformation) module. This is designed to help students, who come from different and often, tough backgrounds dealing with harsh problems, build their self-esteem and confidence and help them develop a positive attitude.

The project was initiated during financial year 2019-20 and targeted to train 500 youth. During the year, 68 youth were trained and 98 youth were placed from those trained during the current year and previous year.

SEWING MACHINE OPERATOR PROGRAM

Your Company supports skill training of women in the Marathwada, Vidarbha and Palghar regions of Maharashtra to operate the sewing machine and stitch as well as maintenance and upkeep of the sewing machine over a period of 3 months.

During the year, 400 women completed their trainings and 270 of them have been linked to livelihood opportunities so far.

HEALTH AND RESPONSE TO COVID-19

As a part of the commitment to rise to the occasion when the Nation needs it the most, your Company extended its support to Hospitals, COVID Care Centre and those impacted by pandemic like daily wage workers of Hospitals, people living in slums and rural areas. Crompton has also extended its support to front line workers working relentlessly to fight the pandemic.

SUPPORT TOWARDS AHMEDNAGAR FIRST PLATFORM

In Ahmednagar, when the lockdown hit and the Civil Hospital was struggling to keep up with the number of patients, a group of industrialists joined hands to form "Ahmednagar First Platform" to raise funds to support the Hospital. Your Company supported by supplying PPE kits, masks, face shields and ventilators to the Ahmednagar Civil Hospital. The Ahmednagar First Platform also donated masks and PPE kits to policemen who were risking their lives and serving the Nation as well as arranged for meals and ration kits for migrant workers stranded due to the lockdown.

SUPPORT TOWARDS VENTILATORS AND OTHER HOSPITAL EQUIPMENT

Early on, in April 2020, as we came to know more about COVID-19 and its impact on the human body, it became abundantly clear that ventilators would be the game changers. COVID-19 was attacking the functioning of the lungs, and hence, it was felt that patients would need external assistance by moving breathable air into and out of the lungs. Till date, your Company has provided a total of 20 ventilators to Grand Port Hospital (Mumbai), Bharathi Hospital (Pune) and Ruby Hall Hospital (Pune). Your Company has also provided 30 oxygen cylinders to ESIC Katha hospital in Baddi.

In addition to the above oxygen facilities, your Company has also provided equipments critical for patient care such as ABG machines, multipara monitors, high flow nasal cannulas, servo humidifiers and pulse oximeters.

At Crossroad Hospital in Vadodara, your Company is currently supporting set up of a CR system and procurement of an ICU on wheels to cater to the patients. At North District Hospital in Mapusa, Goa, your Company supported procurement of test kits and refrigeration and AHU facilities.

At Tata Memorial Hospital, your Company supported the import of critical equipment like ventilators, oxygen concentrators and dialysis machine as well as procurement of platelet agitator.

At Yusuf Meherally Centre, multi para monitor, microscope and equipment critical to provide eye surgeries to patients is being procured.

Through the above initiatives, your Company was able to build the capacity of hospitals across Maharashtra, Gujarat, Goa and Himachal Pradesh. These equipments will outlive the pandemic and provide care to patients throughout their life.

LTMG Hospital, Mumbai

By June 2020, the COVID cases in Mumbai were on a steady increase and ICU wards were functioning at 95-97% capacity, with a constant fear that even a marginal increase in the rate of increase of daily cases would mean non-availability of beds

for the critical patients. Your Company helped LTMG, Sion Hospital set up a new ICU ward by providing basic essential equipment like hospital beds, multi-para monitors and syringe infusion pumps to cater to the growing number of patients.

Your Company also provided PPE kits to the doctors and nurses who were working overtime in ICU to make-up for their colleagues who had tested positive for COVID due to lack of PPE kits, while constantly living with the fear that they would be the next victims of the virus.

"We extend our sincere thanks to your organisation for donating PPE kits to the RMO (Resident Medical Doctors) of LTMG Hospital, Sion Hospital, for the COVID-19 pandemic. These kits will be used by our residents working in fever ward; COVID-19 ICU and COVID suspect operation theatres."

TELE-ICU FACILITY IN GOVERNMENT HOSPITALS

It is estimated that about 5% of COVID patients require critical care. However, there is a lack of Intensivists available to treat a large influx of COVID-19 patients and often, these patients need advanced therapy at a moments notice. Such coordination and decentralisation of care is only possible if super specialists are connected to as many beds as possible so that their skill and experience is maximally utilised. Training large number of personnel takes months to years and is not a feasible solution in the short-to-medium term.

Your Company supported the tele-ICU facility in Osmanabad District Hospital and ESIS Hospital in Mumbai. Using technology platforms, the patients are connected to an off-site command centre with critical team care (intensivists and critical care nurses) through real-time audio, video and electronic means. This helps non-critical care doctors/nurses to be on the bedside and provide care based on guidance from the critical care healthcare professionals sitting at the command centre.

Under the programme, your Company has supported 518 patients in both the hospitals to access the tele-ICU facility.

COVID-19 RELIEF PROJECTS - SUPPORT TO COMMUNITIES

Distribution of meals to communities

In May 2020, when the virus and the lockdown was at its peak, your Company supported distribution of free meals twice a day for a period of one month to families in Vadodara. A total of 90,000 meals were distributed to daily wage earners, migrant workers, homeless people, unemployed and dependents in Vadodara to ensure their well-being.

The Company also supported distribution of meals to 25,000 slum dwellers in Mumbai during the peak of lockdown.

DISTRIBUTION OF RATION KITS IN PONDA

In the Kundaim and Bethora villages of Goa, one will largely find the families of workers from various parts of the country who work in the nearby manufacturing facilities. Your Company supported in distributing 1,500 ration and vegetable packets to families in Kundaim village. Each packet contained basic vegetables like onion, potato, carrots and chillies. In Bethora, ration kits containing rice, wheat and dal to 700 families were distributed.

DISTRIBUTION OF RATION AND HYGIENE KITS TO MIGRANT WORKERS RETURNING HOME

The restriction on movement and the lack of jobs and money forced millions of unorganised and temporary workers, migrant

workers and their families across the country to walk the long way back to their homes. Your Company supported a drive to distribute over 300 food and sanitation kits to those passing through Ahmednagar on their way to different parts of the country like Bihar, Madhya Pradesh, Chhattisgarh, Uttar Pradesh and West Bengal.

MEALS TO COVID-19 PATIENTS

During the months of August 2020 and September 2020, Ahmednagar saw a spike in cases. The Ahmednagar District Council set-up a COVID care centre at the Government Polytechnic College with a capacity to serve 150 patients.

Your Company supported provision of 3 meals - breakfast, lunch, and dinner to the patients admitted in the centre. Over 27,000 meals were served to 550 patients during August 2020 and September 2020.

SUPPORT TOWARDS PROTECTIVE GEAR

St. Jude India Child Care Centres offer children undergoing cancer treatment a ‘home away from home that provides a hygienic, protective and nurturing environment. In light of the pandemic, the children, their parents, the centre staff and other support workers were advised to use masks and gloves to prevent the spread of the virus and ensure safety of the families.

Your Company extended its support to the work done by St Judes by sponsoring masks and gloves for the children undergoing treatment, their parents and the staff at St Judes for 8 months starting August 2020.

WATER CONSERVATION

Your Companys water conservation projects are focussed on reducing the impact of natural calamities like droughts and making the village and communities water secure. These programmes also lead to increased employment options within agriculture and allied activities for these communities.

Promotion of climate change adaption in drought-prone villages of Maharashtra

During the year, the Company supported the project to make 4 drought-prone villages in the Ashti Block of Beed district in Maharashtra resilient to climatic and non-climatic hazards and improving the quality of life for these communities.

Under the project, soil and water conservation and resource development measures will be undertaken to increase the water availability, locals will be trained in sustainable agriculture development practices, and awareness and capacity building will be undertaken for the key leaders. Lastly, the project will work with women to create SHGs and promote health and nutrition.

Enriching land and water productivity through soil and water conservation at Paregaon Khurd

During the year, your Company supported the project to strengthen the water resources for agricultural land development in Paregaon Khurd, Ahmednagar. The project will work towards improving water capacity through rainwater harvesting, engaging communities to improve water productivity and water use efficiency while building their skills to manage land and water resources in a sustainable manner.

During the year, your Company was able to complete repair of 2 earthen nalla bund in the village.

COMMUNITY DEVELOPMENT

As a part of its commitment under "Responsible Business", your Company undertakes programmes for the benefit of the communities in and around our business areas.

Distribution of Happiness Boxes

Your Company supported distribution of Happiness Boxes of over 14,000 kits to children and their families, as a substitute for the meals, the children would have had access to were they still in school. Each Happiness Box contained ration supplies, biscuits, spices, toiletries, notebooks and stationery for 1 month.

Life skills and citizenship programme for students

Your Company has supported imparting of Citizenship Values and Life Skills development programmes in schools and colleges to fill this gap.

During the year, your Company supported the project to strengthen the water resources for agricultural land development in Kauthadi village, Ahmednagar. The project will work towards improving water capacity through rainwater harvesting, engaging communities to improve water productivity and water use efficiency while building their skills to manage land and water resources in a sustainable manner.

Online sessions were held in 15 schools where 1,200 students were divided into 34 groups to discuss critical citizenship skills, especially in light of the COVID-19 pandemic.

In colleges, workshops were held on topics such as gender, personal integrity, Indias heritage and busting fake news. Your Company was able to reach 4,930 students in 5 cities and 46 colleges through these sessions.

CMCA also designed and distributed "My Happy Bags" to 750 students in 9 government schools. These bags contained art and stationery material, a toy like Rubik cube or top, art paper for DIY crafts, My Happy Book with 150 activities and suggestions on various themes along with a weekly planner, and cloth masks.

Your Company also supported in digitisation of Magic Cap Stories for easier and higher reach to students. Short stories, with a message and call to action were made into short videos uploaded on public platforms. The link to these stories was distributed to the students through the schools

and teachers. Till date, the stories have been viewed over 3,500 times by the students.

"Sessions were so interactive, like we could speak our minds out here and we even had the good fortune to be part of so many interesting activities. "

- Student from standard 7

"Thanks for giving me this opportunity to distribute the Diwali Gift (My Happy Bags) to our schools standard 7. Children were very much excited for getting an amazing opportunity to meet their classmates & teachers in school after a long duration of lockdown. They all were very happy to receive the Happy Bags which was given by CMCA team. They all were in discipline and have put the mask on their mouth and were also following the rules of social distancing & were also excited to see the gifts which were in their bags & have promised us that they will make the best use of the availed gift materials. Thank you team CMCA for taking efforts to make our children become good citizen of tomorrow!"

- Teacher at Guru Nanak High School, Mumbai

Mobile Milk Bank

Your Company has supported setting up of a mobile human milk bank, a service which will aid in collection of excess from lactating mothers in communities and hospitals and deliver to Niloufer Hospital in Hyderabad, Telangana where the milk will get pasteurized and distributed to neonates in need, leading to a decrease in infant mortality and morbidity.

EMPLOYEE VOLUNTEERING

The COVID-19 pandemic forced the world to move online - every imaginable activity was being conducted virtually. However, it is easy to question the reality of everything behind a screen.

Your Company launched a platform to help employees re-connect with one another as well as to partake in Cromptons CSR initiatives.

Under the first leg of the programme, your Company committed to providing two happiness boxes to children as substitute for the mid-day meals they were missing due to the lockdown.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

In view of the Government Directive to prevent and contain the spread of COVID-19 and to ensure safety and wellbeing of employees and stakeholders, the operations of the Company at all the offices were closed as per the directives of the respective State Government/Central Government.

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

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.

Your Company launched the Fit Crompton Movement, whereby employees were paired in teams according to geography and were encouraged to walk, run and workout to raise money for the Happiness Boxes. For every kilometre that the employee covered, the Company committed Rs 10 towards the Happiness Boxes. During the month of October, 859 employees participated in the Movement and raised Rs 7.59 lakhs which was spent towards distributing 1,380 Happiness Boxes to children in Vadodara.

During the year under review the Corporate Social Responsibility (‘CSR) Policy was amended pursuant to the amendment of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014.

Your Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2021, in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure 4.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

M/s. KFin Technologies Private Limited (Formerly Karvy Fintech Private Limited) is the R&T Agent of the Company. Their contact details are mentioned in the Report on Corporate Governance.

PUBLIC DEPOSITS

No public deposits have been accepted or renewed by your Company during the financial 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.

AUDITORS

(a) Statutory Auditors:

The Companys Statutory Auditors, M/s Sharp & Tannan, Chartered Accountants, who were appointed with your approval at the 2nd AGM for a period of five years, will complete their present term on conclusion of the ensuing 7th AGM of the Company.

The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the appointment of M/s Sharp & Tannan, Chartered Accountants, (Firm Registration Number: 109982W) as the Auditors of the Company for a second term of four years from the conclusion of the ensuing 7th AGM till the conclusion of the 11th AGM. On the recommendation of the Audit Committee, the Board also recommended for the approval of the Members, the remuneration of M/s Sharp & Tannan, Chartered Accountants for the financial year 2021-22. Appropriate resolution seeking your approval to the appointment and remuneration of M/s Sharp & Tannan, Chartered Accountants as the Statutory Auditors is appearing in the Notice convening the 7th Annual General Meeting of the Company.

The Company has received a consent letter and eligibility certificate from M/s Sharp & Tannan, confirming that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended 31st March, 2021. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

(b) Cost Auditors:

Your Company is required to maintain cost accounting records as specified under Section 148(1) of the

Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and have them audited every year and accordingly, such accounts and records are made and maintained in the prescribed manner.

The Board at its meeting held on 21st May, 2021 based on the recommendation of the Audit Committee, approved the appointment of 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 financial year 2021-22. A remuneration of Rs 5.50 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 financial year 2021-22 will be placed at the ensuing AGM. Your Company has received consent and eligibility certificate from M/s Ashwin Solanki & Associates.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on 15th May, 2020 based on the recommendation of the Audit Committee, approved the appointment of M/s. Mehta and Mehta, Practicing Company Secretaries (ICSI Unique Code P1996MH007500) as the Secretarial Auditor to conduct audit of the secretarial records of the Company for the financial year 2020-21. The Secretarial Audit Report is annexed herewith as Annexure 5 to the Report.

Further, pursuant to the aforesaid provisions and subject to the receipt of consent letter received, the Board of Directors have appointed M/s Parikh & Associates, Practicing Company Secretaries (ICSI Unique Code P1988MH009800) as the Secretarial Auditor for the financial year 2021-22 in the meeting held on 21st May, 2021.

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 SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended, 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 15th May, 2020 based on the recommendation of the Audit Committee, had approved the appointment of M/s. Grant Thornton India LLP (Identity number AAA-7677) to conduct the internal audit of your Company for the financial year 2020-21.

M/s. Grant Thornton India LLP has been appointed as the Internal Auditors of your Company for the financial year 2021-22 to review various operations of the Company.

PARTICULARS OF EMPLOYEES

There are 16 employees who were in receipt of remuneration of not less than Rs 1,02,00,000/- if employed for the full year or not less than Rs 8,50,000/- per month if employed for any part of the year.

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given 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 Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours. The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibit. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate received from the

Companys Secretarial Auditor confirming compliance is included in the Annual Report.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, report on "Management Discussion and Analysis" is attached and forms a part of this Report.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of this report.

COMPLAINTS RELATING TO SEXUAL HARASSMENT

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. 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.

During the year under review, 1 (One) complaint was received which has been investigated in accordance with the guidelines. The employee has not been found guilty of any misconduct.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism and Whistle Blower 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.

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 Policy.

The Whistle Blower Policy of your Company is posted on the website of the Company and can be accessed at the weblink: https://www.crompton.co.in/media/Vigil-Mechanism-and- Whistleblower-Policy.pdf.

Your Company has also initiated the e-learning tool on Whistle Blower 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.

3 (Three) Whistle Blower complaints were received during the year 2020-21 and suitable action has been taken in accordance with the policy.

LISTING

The equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Non Convertible Debentures (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 2020-21 and 2021-22.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2020-21, is placed on the Companys website and can be accessed at https://www. crompton.co.in/investors/annual-report/.

SECRETARIAL STANDARDS

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.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the Financial Statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013 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. the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

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 2020-21;

3. sufficient care has been taken and that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

4. the Annual Accounts have been prepared on a going concern basis;

5. the internal financial controls laid down by the Company were adequate and operating effectively; and

6. the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

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 Companies Act, 2013;

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 Companies Act, 2013;

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 Companies Act, 2013.

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, shareholders, 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.

For and on behalf of the Board of Directors

H.M. Nerurkar
Place : Mumbai Chairman
Date : 24th June, 2021 DIN: 00265887