Whirlpool of India Ltd Directors Report.

Your Directors have pleasure in presenting the 60th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended 31st March, 2021.

Financial Results and State of Companys Affairs

Particulars

Standalone For the year ended

Consolidated For the year ended

2020-21 2019-20 2020-21 2019-20
Revenue from Operations 589,989 599,252 589,989 599,252
Other Income 8,960 12,871 8,960 12,871
Profit/loss before Depreciation, Finance 60,858 80,206 60,858 80,206
Costs, Exceptional items and Tax Expense
Less: Depreciation/ Amortization/ Impairment 14,210 12,932 14,210 12,932
Profit /loss before Finance Costs, Exceptional items and Tax Expense 46,648 67,274 46,648 67,274
Less: Finance Costs 1,534 1,985 1,534 1,985
Profit /loss before Exceptional items and Tax 45,114 65,289 45,114 65,289
Expense
Add/(less): Exceptional items - - - -
Profit before share of profit of Joint Venture and tax 45,114 65,289 45,114 65,289
Share of profit/(loss) of a Joint Venture - - 1,856 1,390
Profit before tax 45,114 65,289 46,970 66,679
Less: Tax Expense (Current & Deferred) 11,787 17,660 11,787 17,660
Profit /loss for the year (1) 33,327 47,629 35,183 49,019
Total Comprehensive Income/loss (2) 115 (237) 114 (238)
Total (1+2) 33,442 47,392 35,297 48,781
Balance of profit/loss for earlier years 219,986 180,242 221,646 180,513
Less: Transfer to Debenture Redemption - - - -
Reserve
Less: Transfer to Reserves - - - -
Less: Dividend paid on Equity Shares 6,344 6,344 6,344 6,344
Less: Dividend paid on Preference Shares - - - -
Less: Dividend Distribution Tax - 1,304 - 1,304
Balance carried forward 247,084 219,986 250,599 221,646

Revenue

We achieved a revenue from operations of Rs 5,899.8 Crores which was lower by 1.5% compared to last year. The decrease in revenue was on account of covid induced lockdown in Q1, which is the peak season for the durables industry leading to a significant erosion of demand. There was a strong recovery in subsequent quarters due to pent up demand and our focus on product innovation, distribution expansion and tie ups with Ecommerce channel partners helped us gain share in the post opening up period. As a result of changing consumer preferences, revenue from high end products i.e Frost Free Refrigerator and Fully Automatic Washing Machines grew faster compared to the entry segment of Direct Cool Refrigerator and Semi Automatic Washing Machines.

Consolidated Profit

We achieved a consolidated net profit of Rs 351.8 Crores which was lower 28% compared to last year. Profit decreased due to significant erosion of demand in the month of April and May due to covid induced lockdowns. The impact of demand loss was partially mitigated through the acceleration of productivity actions across all cost elements and the impact of cost inflation in Q420-21 was offset by an appropriate price increase.

Capital Expenditure

Capital expenditure for the year ended 31st March, 2021 was Rs 100.68 Crores. Capital expenditure was principally on account of product innovation and capacity expansion to support our growth aspiration.

Cash and Cash Equivalents

Cash and Cash equivalents as at 31st March, 2021 was Rs 2,060.46 Crores. We generated Rs 524.14 Crores as cash from operating activities on the back of string working capital management. After the investments in capital expenditure and redemption of unquoted debt securities, there was net addition of Rs. 786.3 Crores to the cash and cash equivalents during the year thereby maintaining a strong liquidity position.

Key Financial Ratios

Particular 31 March 2021 31 March 2020
Debtor Turnover ratio 16.8 20.1*
Inventory Turnover ratio 3.1 3.6*
Interest coverage ratio - -
Current Ratio 2.09 2.07*
Debt Equity Ratio - -
Operating Profit margin 6.39 9.08
Net Profit Margin 5.65 7.95
Return on Net Worth 11.80 18.70

*The values differ from previous year due to reclassification items in financials

There are significant changes in Operating Profit margin, Net Profit margin and Return on Net Worth due to impact of COVID-19 disruptions. There are no significant change (i.e. change of 25% or more as compared to the financial year 2019-20) in the Key Financial Ratios except the ones mentioned above.

There have been no material changes and commitments that affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate, and the date of this Report.

Dividend

The Board of Directors have recommended a final dividend of INR 5.00 per equity share amounting to INR 634 Million for the year 2020-21. The dividend recommendation is in accordance with the Dividend Distribution Policy of the Company which is disclosed and the same is available on the Companys website www.whirlpoolindia.com/dividend policy.

Whirlpool of India Limited

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 and accordingly payment will be made after deduction of tax at source, if applicable.

The dividend on Equity Shares is subject to the approval of the Shareholders at the 60th Annual General Meeting scheduled to be held on 17th August, 2021. The Register of Members and Share Transfer Books of the Company will remain closed from 02nd August, 2021 to 07th August, 2021 (both days inclusive) for the purpose of payment of the dividend for the financial year ended 31st March, 2021 and the Annual General Meeting.

Amount Transfer to Reserves

During the financial year, there was no amount proposed to be transferred to the Reserves.

Operational Highlights

The operations are exhaustively discussed in the ‘Management Discussion and Analysis forming part of the Annual Report.

Share Capital

The paid up capital of the Company as on 31st March, 2021 was INR 12,687.18 lacs. During the year under review, the Company did not issue any class or category of shares, employee stock options, convertible securities and consequently there is no change in the capital structure since the previous year.

Subsidiaries, Joint Ventures or Associate Company

During the period under review, the Company did not have any subsidiary however the Company held 49% shareholding of Elica PB India Private Limited (Elica India) consisting of 2,368,997 equity shares of INR 10 each. Elica India has its manufacturing facility situated at Pune and distributed kitchen appliances such as kitchen hoods, hobs, built in ovens, built in microwave ovens, dishwashers, barbeque fryers etc across the country. Elica India has reported turnover of INR 309.07 Crores and profit before tax of INR 62.07 Crores approx. in 2020-21 as compared to INR 283.06 crores and INR 48.11 Crores approx. respectively, in the previous year resulting in a growth of 9.2% this year. The investment is aligned with the Companys strategy of expanding cooking and built in business.

As per the requirements of Section 129(3) of the Act, a statement containing salient features of the financial statements of joint venture/ and associate company in prescribed Form No. AOC-1 is attached to the financial statements of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS COVID-19

The Financial year 2020-21 was challenging for each one of us as COVID-19 pandemic not only posed a health challenge but significantly impacted businesses and the economies across the world. Your Company worked through the uncertainties and ensured the health and safety not just for its consumers but also for its employees and society at large. Business continuity, sustainability and serving the society were the bedrock for the Company. Your Company worked closely with its employees, service providers, local communities and business partners to navigate through the unprecedented times, reduce manufacturing complexities and mitigate supply chain disruptions which arose as a result of the lockdown. Even during these challenging times, the Company made available its products to consumers with speed and agility.

Risk and challenges from the Global pandemic of COVID-19 continues to grow at an accelerating rate. Around the world, these lockdowns have driven professional and social life out of the physical world into the virtual realm. The full economic fallouts are difficult to assess as the Country is still dealing with the second wave of Covid -19.

BUSINESS OUTLOOK

The financial year 2020-21 was a year like none before. Starting with the unfolding of events in March-April, the pandemic kept a firm grip on our country and the Company. India witnessed one of the most stringent lockdowns across the world and business was impacted during the most crucial months of summer. However, once the lockdown restrictions were withdrawn, the Company experienced a recovery due to pent-up demand and the momentum continued through the festive months upto the onset of second wave this March.

The pandemic has reset the relationship between the consumers and home appliances. With stay at home and work from home becoming the new normal, there is a greater acknowledgement of the role played by home appliances in the life of the consumer.This combined with low penetration levels, improving infrastructure and an upwardly mobile middle class will lead to sustained growth over the next few years.

INDUSTRY STRUCTURE AND DEVELOPMENTS (Consumer Trends, Developing Markets/Segments)

In the year 2020-21, the pandemic and the consequent stay at home, work from home and education from home requirement forced the consumers to reassess their home setup and environment. Home appliances moved from a passive space to an active one. They were no longer seen as luxuries but as basic necessities to ensure the safety, comfort and wellbeing of family members and to minimize hardships caused due to unavailability of household help. There were a few clear patterns that emerged like a preference for higher capacity refrigerators in line with the need to store more and reduce trips to the supermarkets and an increased need for sanitization of clothes leading to consumers looking for washing machines with in-built heaters which can effectively remove germs. As consumers started spending more time at home and experimenting with cooking, there was also an increase in demand for microwaves. Overnight, dishwashers emerged as the most sought-after category as household helps were not available and the mound of unwashed dishes kept piling up. With the ‘work from anywhere culture expected to be the new norm in the post pandemic world, there will be a greater emphasis on making the home comfortable and productive, leading to a focus on the role of home appliances to enable the same. This increased adoption of appliances augurs well for the consumer durables industry in India. With some of the lowest appliance penetration even amongst emerging markets of the world, the Indian market is expected to grow rapidly.

SALES AND MARKETING

Whirlpool as a brand exists to enable care, everyday. The pandemic has brought each of us closer to our family, our neighbours, our friends and our partners. Simple acts of care have gone a long way in cementing our relationships. As a company, Whirlpool will strive to create extraordinary products which enable our consumers to deliver extraordinary care to their loved ones. Every feature that we innovate and every technology we provide is designed to be simple and intuitive so that its easy to care.

2020-21 has marked transformational changes in the product portfolio. The Company has focused on stepping ahead and launching new formats and technologies ahead of the curve and in-line with emerging trends and consumer behaviour. Design emerged as a big differentiator and the Company also won the prestigious ‘iF Design Awards for three of its new product launches.

With the intention of stepping ahead and ushering in the next generation refrigerators, the Company has launched Intellifresh Pro series of Bottom Mount refrigerators with Adaptive Intelligence technology that automatically senses changes in weather, load and usage patterns and adapts the cooling accordingly. Besides being one of the most technologically advanced refrigerators in its category, the Whirlpool IntelliFresh Pro Bottom Mount series are stunning in design and have been awarded the most coveted and prestigious iF Design Award for 2021. This product marks the entry of the Company into the Bottom Mount refrigerator segment which is considered as the format of the future. This was designed and developed through a truly global collaboration of technology, engineering and design based on deep understanding of the Indian consumer and their specific requirements.

To further strengthen its position in the Single Door refrigerators segment, the Company has revamped the mid to high end portfolio with a modern sleek design and best in class aesthetics. These products have been built on an all-new energy efficient platform that provides to the consumer best in class 5 star energy ratings. The Icemagic Pro Plus range of single door refrigerators are powered by the IntelliFrost Technology that continuously senses the temperature inside the refrigerator to intuitively cool and automatically defrost the fridge. It delivers optimal temperature and humidity inside the refrigerator resulting in long lasting freshness of upto 15 days.

The aesthetic tastes of Indian consumers are evolving and they are seeking modern cutting-edge designs in every appliance that they purchase. To cater to this growing demand, the Company has introduced the glass door range in the Double Door segment. Made of scratch resistant toughened glass, the doors of these products look sleek and elegant and are designed to add beauty to an ultra-modern kitchen. Initially launched in sparkling black and shiny mirror finishes, the range has now been expanded to feature abstract artwork in vibrant colors as well.

The Company has also launched the next generation range of 3D Cool Inverter Air Conditioners. Designed to offer Every Day Care for its consumers, they are equipped with the unique 3D Cool Technology. The 3 specially designed air-intake vents in the Air Conditioner help in faster removal of hot air from the room and ensure faster cooling even in the peak of summers. The 3D cool inverter air conditioners are fully-loaded with advanced offerings like Xpandable feature and smart home connectivity with Google Home and Amazon Alexa compatibility that enable our customers to stay cool and comfortable indoors.

During the given Financial Year the country underwent the first wave of the covid pandemic and, there was a heightened need and awareness for sanitization. In-line with its philosophy of Every Day Care, the Company has launched the Stainwash Pro and Bloomwash Pro series of washing machines with In-built heaters that are able to remove upto 99.9%* germs as tested by NABL accredited labs. Apart from the sanitization capabilities, these products also have the following features: Stain removal technology: A unique 6 stage wash process involving varying water temperatures & wash motions, ensuring tough stains removal like mud, grass, ketchup etc. The Inbuilt heater helps remove 50 different types of tough stains even after 48 hours Customised Fabric care: Equipped with three different Hot water modes - Warm, Hot & Allergen free which help in taking care if of different types of fabric, to ensure sanitized washing along with the care of clothes Eco wash: Whirlpool has the widest range of 5-star energy rated washing machines with the Eco mode which uses an optimized wash algorithm for low water & energy consumption, while providing the best-in-class cleaning performance.

The Company is amongst the 01st in the market to introduce the insta-heater in a Semi-Automatic washing machine. The unique heater technology and wash system of the AceXL series of semi-automatic washing machines not only helps remove upto 99.9% germs but also removes upto 40 tough stains leaving clothes spotlessly clean and sanitized.

Consumers love to experiment with cooking food and this interest peaked during the lockdown when they were trying to recreate dishes from their favourite restaurants at home. In line with this trend, the Company has launched a new range of the All-in-One Convection Microwave oven that enables the consumer to ‘Cook like a Pro. Equipped with 7 different heat modes, the MagiCookPro microwave ovens allows you to rustle-up delicacies at a touch of a button. From crisping to baking, dry-roasting to grilling, steaming to zero-oil cooking and browning, the advanced technology and care-centric offerings in the MagiCookPro range make cooking convenient, efficient and healthy.

*Relevant statements in above paragraphs are based on lab tests done on select models under standard test conditions and may vary depending on testing conditions and programs.

INTERNATIONAL BUSINESS

Your Companys Exports business grew by 29% during the financial year despite 3 months of slowdown in business due to Covid-19. The initiatives around network restructuring in some countries have started to pay off with high growths in Nepal and Bhutan.

New product introductions with an objective of premiumisation and making latest technologies available to the consumers have resulted in significant growth of the business over last year in Srilanka and Bangladesh. To build traction for the brand the Company made investments in identified territories like Bangladesh, Srilanka and Nepal. That helped increasing the preference scores for the Companys brand while driving the positioning of the brand as Global leader in technology helping in constantly improving life at home.

The focus around creating strong network fundamentals, continuous introduction of new products and strengthening of brand will fundamentally support the Company to make greater inroads in the coming years.

CONSUMER SERVICE

For our consumers, we deliver value not only through innovative, high-quality products but also through differentiated service experiences that improve life at home. Even during the pandemic we were committed to serve our consumers and despite all the challenges our service engineers went well beyond the call of duty and visited consumers homes to repair and service our products. Our service engineers took utmost care while visiting consumer homes, they followed the defined safety protocols from using sanitizers and washing hands before and after work, wearing masks and maintaining proper social distancing norms. Consumers have always been the key focus for the Company and we continue to challenge the status quo, reduce the consumer effort and create a seamless customer experience across various touch points in the post purchase consumer journey. COVID-19 pandemic has challenged the Company to look at alternate ways of servicing our customers, be it telephonic resolution or finding alternate ways to engage with customers (voice and non-voice), or by leveraging technology. Building on this unequaled experience we will leverage consumers insights to offer a futuristic highly responsive after-sales service network.

HUMAN RESOURCE MANAGEMENT

The year gone by has been a very unprecedented year, with the COVID-19 pandemic impacting not only the business outcomes, but also the physical and mental well being of employees. There was no rule book to play with, however, being there in the moment, and taking decisions from that space of ambiguity, was the only thing that one could fall back on. The most important imperative for the Company was to ensure People Safety and Business Continuity. No better time to come together, as One Whirlpool, step up the communication channels, offer help to each other, and be humane, while at the same time, remain optimistic and leave no stone unturned to meet whatever our customers expect us to serve to them.

Your Company focused on ensuring Physical, Mental and Emotional Well being of our employees. We were agile, and ensured that when it wasnt safe for employees to come to office premises, that the employees were communicated to work remotely and supported well with basic infrastructure so that they could be productive. Various virtual communication channels like Lets Connect, Lets Talk, etc were stepped up, written as well as verbal. Continuous interactions with the leadership team members ensured that our employees felt being supported and heard. Multitude of voluntary sessions were organised to meet the needs of employees emotional and mental wellbeing. Sessions with Medical Professionals provided much needed assurance to our employees. Employee Assistance Program was rolled out for employees to speak with counsellors to meet their specific needs, 24*7. As the external environment felt safe for employees to return to work from offices, it was ensured that offices were completely safe for them, by having strict protocols around Health Parameters Check, Covid-appropriate behaviors, sanitisation and social distancing.

Though the pandemic brought in certain levels of anxiety, remote working and business challenges, the Company did not lose focus on its continuous endeavour to Build and Develop Talent. Online learning programme, Welearn, covering approximately 500 employees across functions was launched to get people skilled, though remotely. This unique platform enabled employees to develop core functional skills and gave them a complete “On the go” access to a repertoire of knowledge and resources in the form of Videos, Articles, Audiobooks & EBooks. The customised learning was one of the unique factors that enabled the talent to develop in their core functions. Arohan, Emerging Leader program, was launched in an online avatar to develop our Leaders of Tomorrow, with an aim to help provide our high potential talent, skills and competencies to become Effective Enterprise Leaders. The program, spanning 9 months, focused on developing skills around Leading Self, Leading Others and Leading the Company as a whole.

In addition to ensuring the physical and emotional wellbeing, and providing a safe working environment (in-office/remotely), the Company ensured that its culture remains inclusive and engaged. Quarterly pulse surveys (Glint) were conducted to hear and listen to our employees and sense their engagement levels. The same mood got re-enforced by external survey results on engagement. Your Company was recognised during the year with several recognitions and accolades:

Great Place to Work as Indias Best Companies to Work for in 2020. Best Employers India - 2020, by Kincentric.

The Company also kept its endeavour on building inclusive culture by conducting a multitude of Inclusion Sessions, Breaking the Stereotype Sessions, and launching Womens exclusive forum, Women of Whirlpool, to ensure that all employees continuously feel welcomed, heard, valued and respected.

While there was immense ambiguity from a short term perspective, the organisation remained very firm and clear on its future growth and that meant co-creating the business ambition, for the coming years.

MANUFACTURING

World Class Manufacturing practices and Industry 4.0 technologies in our factories allow us to make a step change in sustained cost and quality competitiveness. We are constantly strengthening our manufacturing capabilities and building greater efficiencies. During the year we continued to leverage the tools and methodologies of World Class Manufacturing to solve problems, increase productivity and improve stability. During the period under review, the Company expanded its manufacturing footprint by developing a facility for semi-automatic washers at its Faridabad factory.

RISKS AND CONCERNS

There exists a robust risk management policy and framework at Whirlpool, which operates at the enterprise level. The Management Team periodically reviews the major risks and concerns which could impact the business and accordingly formulate the mitigation plans. Once the risks are identified at the functional level, a collective view of all inputs is further used to develop a matrix for enterprise level risks. The Enterprise Risk Management report is then reviewed and monitored by the Risk Management Committee and then presented to the Board of the Company.

INFORMATION TECHNOLOGY

During this current pandemic, Information Technology (IT) played a vital role in ensuring data protection, cyber security, expediting information distribution and maintaining continuity of work. The dependence on Information Technology also increased substantially because of the remote working conditions.

During the year ended 31st March, 2021, your Company has taken various initiatives to maintain business continuity, productivity and also ensuring cyber security and protection at the same time.

SUPPLY CHAIN

During the given financial year, the businesses generally faced multiple challenges which included supply chain disruptions as well. During these uncertain times, your Company was able to maintain business continuity for its manufacturing units in India through sustained supplies from both local and international suppliers. This was enabled through proactive planning, close working with the supplier partners and development of critical alternate sources to reduce dependencies and mitigate supply chain risk. We continue to develop a strong and competitive supply base leveraging Whirlpools global strategic sourcing processes with focus on increasing local supply base every year.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has a robust internal control framework commensurating with its size and the nature of its operations. The internal controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The Audit Committee evaluates the internal financial control system periodically. The Companys internal financial control framework has been established in accordance with the Committee of Sponsoring Organisation (COSO) framework and is in line with requirements of the Companies Act, 2013 (“the Act”).

The Company has an independent Internal Audit Department which is also assisted by outsourced audit teams. The conduct of Internal Audit is oriented towards the review of internal controls and risks in the Companys operations and covers all locations and business verticals In line with international practice. Additionally, the Companys focus has also been driven towards IT enablement and digitisation of key processes and controls through the ERP systems to enhance automated control transactions across key functions. The internal auditor presents the Audit plan, which is approved by the Audit Committee and the internal auditors present their report to the Audit Committee on a quarterly basis for its consideration.

The Audit Committee, consisting of Independent Directors, reviews important issues raised by the Internal and Statutory Auditors and deliberates on the remediation measures. This is done to ensure that risks are addressed and mitigated, appropriately and timely. The Audit Committee meets the Companys Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of their major observations periodically. Based on its evaluation (as provided under Section 177 of the Act and Clause 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)), the Audit Committee concluded that as on March 31, 2021, the internal financial controls were adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in this Annual Report, particularly those that relate to the Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

BOARD MEETINGS

During the Financial Year 2020-21, 5 (five) Board meetings were held. Details of the same are available in the section ‘Meetings of the Board of Directors, in the Corporate Governance Report.

Board of Directors and Key Managerial Personnel

During the year under review, Mr. Sunil D Souza, Managing Director of the Company tendered his resignation from the services of the Company effective April 03, 2020. The Board places on record its appreciation for his invaluable contribution and guidance during his tenure with the Company. Mr. Vishal Bhola was appointed as Managing Director of the Company for a term of 5 years with effect from April 4, 2020.

Mr. Yatin Malhotra resigned from the position of the Chief Financial Officer of the Company with effect from August 31, 2020. The Board placed on record their appreciation for the services rendered by Mr. Malhotra during his tenure. Consequently, Mr. Aditya Jain was appointed as Chief Financial Officer of the Company to take over from Mr. Malhotra, with effect from September 01, 2020. Mr. Aditya Jain has been with the Company since 2011 and has held various positions in commercial and financial planning. He is a commerce graduate from Shri Ram College of Commerce, New Delhi and a member of the Institute of Chartered Accountants of India.

On the recommendation of Nomination & Remuneration Committee and subject to approval of shareholders at the ensuing Annual General Meeting, the Board approved the proposal for appointment of Mr. Arvind Uppal as Independent Director for a period of 5 consecutive years in its meeting held on June 03, 2021.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. Further the Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014 and with the Code for Independent Directors prescribed in Schedule IV to the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity. The details of the familiarisation programmes for the Independent Directors are available on the website of the Company at www.whirlpoolindia.com/familiarisation program.

In accordance with the provisions of the Act and the Article 115 of Article of Association of the Company Mr. AHBN Reddy, retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the Notice.

Pursuant to the provisions of Section 203 of the Act, Mr. Vishal Bhola, Managing Director, Mr. AHBN Reddy, Executive Director, Mr. Aditya Jain, Chief Financial Officer and Ms. Roopali Singh, Company Secretary are the Key Managerial Personnel (KMPs) of the Company as on March 31, 2021.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same; b. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The have prepared the annual accounts on a going concern basis; e. They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the remuneration policy for Directors, Key Managerial Personnels and other Senior Management employees. The core fundamental object of the criterias is to not only attract, retain, motivate talent but also create a high performance culture which supports building of a future talent pipeline & support business in adding key capacities for future growth. The criterias selected also aim to provide a market competitive total reward opportunity that has a strong linkage to and reinforces the performance culture of the Company. The details can be accessed on the Companys website at www.whirlpoolindia.com/NRC charter The appointment of Executive Directors, Key Managerial Personnel and Senior Management are as per the terms of their employment/contract of service and thus their terms of employment vis-a-vis salary, variable pay, notice period and severance fee, if any, are governed by the applicable policies at the relevant point in time. The total reward for Executive Directors, Key Managerial Personnel and Senior Management are reviewed and approved by the Nomination and Remuneration Committee annually. The Committee considers external benchmarks within the context of group and individual performance. A fair portion of Executive Directors total reward is linked to Companys performance. This creates alignment with the strategy and business priorities to enhance shareholder value. The Nomination and Remuneration Committee considers the feedback of annual evaluation while making recommendations regarding changes in the remuneration of the Executive Directors. The Company pays sitting fees to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board not exceeding the limits prescribed under the Act.

The Board of Directors have also identified the core skills/expertise/competencies in the context of the Companys business required by a Director for effective functioning of the Company. The adopted skills/expertise/ competencies act as guidance for the Nomination and Remuneration Committee while considering candidature for the post of Director of the Company.

PERFORMANCE EVALUATION OF DIRECTORS

In terms of the requirements of the Act and the SEBI Listing Regulations, an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors.

The criteria for performance evaluation of Directors covered the areas relevant to their functioning as members of Board or its Committees thereof. The manner in which the performance evaluation of the Board, its Committees, the Chairman and the Directors individually has been carried out have been explained in the ‘Corporate Governance Report which forms an annexure to this Report.

RELATED PARTY DISCLOSURES

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is also available on the Companys website at www.whirlpoolindia.com/ relatedpartypolicy.

This policy deals with the review and approval of related party transactions. The Board of Directors of the Company have approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arms length. The Related Party Transactions during the financial year ended 31st March, 2021 were reviewed and approved by the Audit Committee and were also placed before the Board. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure - C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

As on 31st March, 2021, the Audit Committee comprises 4 (Four) Non-Executive Directors, namely, Mr. Rahul Bhatnagar, Mr. Arvind Uppal, Mrs. Sonu Bhasin and Mr. Pradeep Banerjee. Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Mr. Rahul Bhatnagar, Chairman of the Committee has adequate financial and accounting knowledge. The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to the Managing Director and Cost Auditor to attend the meeting as and when required.

Ms. Roopali Singh, Company Secretary, acts as Secretary of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended (“CSR Rules”) and in accordance with the CSR Policy, during the financial year 2020-21, your Company has spent two percent of the average net profits of your Company during the three immediately preceding financial years.

The activities undertaken by the Company are available on Companys website:www.whirlpoolindia.com and further details of the CSR activities are contained in Annexure - D forming part of this Report.

RISK MANAGEMENT

The Board of Directors have constituted a Risk Management Committee (RMC) to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The RMC on a timely basis informed members of the board of directors about risk assessment and minimization procedures. The details of the Risk Management Committee are included in the Corporate Governance Report which forms part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys Code of Conduct/ Integrity Manual etc without fear of reprisal.

The Company complaints, if any, made are reported to the Audit Committee and no personnel has been denied access to the Audit Committee. The Company has scheduled various training sessions for its employees from time to time to sensitise them on the availability and accessibility of the mechanism.

Further information on the subject can be referred to in section ‘Other Disclosures - Integrity Manual/Whistle Blower Policy/Vigil Mechanism of the Corporate Governance Report and on Companys website: www.whirlpoolindia.com

AUDITORS AND AUDITORS REPORT Statutory Auditors

Shareholders of the Company at its 56th Annual General Meeting approved appointment of M/s MSKA & Associates (ICAI Firm Registration No.: 105047W), Chartered Accountants, as Statutory Auditors of the Company, for a term of 5 years from the conclusion of the 56th Annual General Meeting (AGM) until the conclusion of the 61st AGM, subject to ratification by members every year. The requirement of ratification of appointment of Statutory Auditors have been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

The Report given by M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No.: 105047W), Statutory Auditors on the financial statement of the Company for the financial year 2020-21 is part of the Annual Report. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditors

Pursuant to Section 204 of the Act, Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) a Practicing Company Secretary was reappointed as Secretarial Auditor of the Company for the financial year ending 31st March, 2021.

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) a Practicing Company Secretary as the Secretarial Auditor of the Company in relation to the financial year ending 31st March, 2022.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditor have confirmed that they are not disqualified to be appointed as the Secretarial Auditor of the Company for the year ending 31st March, 2022. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is attached as Annexure - E and forms part of this report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in its Report.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Act and Rules made thereunder M/s R. J. Goel & Co., Cost Accountants (Firm Registration No.: 00026) were reappointed as the Cost Auditors of the Company for the financial year ending 31st March, 2021 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. The requisite resolution for approval of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee, the Board of Directors have also reappointed them as Cost Auditors for financial year

2021-22, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2019-20, issued by M/s R. J. Goel & Co., Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs (MCA) during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Act read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, during the financial year there was no unclaimed amount or shares that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government.

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company at www.whirlpoolindia.com under Investors section.

LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI Listing Regulations. A report on Corporate Governance is annexed as Annexure - A and forms part of Annual Report along with Compliance Certificate issued by Statutory Auditors is enclosed as part of Corporate Governance Report.

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

In accordance with the requirements of Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure - F and form part of this report.

PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules), is appended as Annexure - G to the Report. The information as per Rule 5 of the Rules, forms part of this Report. However, as per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at www.whirlpoolindia.com.

PUBLIC DEPOSITS

During the Financial Year 2020-21 your Company has not accepted any public deposits in terms of Chapter V of the Act.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operations in future.

BUSINESS RESPONSIBILITY REPORT

In terms of the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations a report on Business Responsibility forms part of this Annual Report in the format prescribed by SEBI and is annexed herewith as

Annexure - H.

ACKNOWLEDGMENT AND APPRECIATION

This year was like none before. During the entire year the pandemic has kept a firm grip on the world and our Company. Despite the challenges all our employees, especially the front line employees working in our factories, sales and service, demonstrated unwavering commitment which helped us deliver our commitment to serve our consumers at all times. The Directors place on record their deep gratitude for the fervor and diligent efforts of all the employees. The Board also places on record its appreciation for the support and cooperation your Company has been receiving from trade partners, shareholders, suppliers, Banks, Stock Exchanges, Government & Regulatory Authorities.

For and on behalf of the Board of Directors
Arvind Uppal Vishal Bhola
Chairman Managing Director
DIN: 00104992 DIN: 08668079
Place of signature : Gurugram, Haryana

Date : June 15, 2021