Whirlpool of India Ltd Management Discussions.

Indian durables industry started the financial year on a strong note with a good summer combined with increased access to the category with e-commerce expansion into larger delivery footprints. However, sentiments declined in the later quarters with slowdown in the economy along with a direct impact of the liquidity crisis on retail financing. Recent developments on account of the spread of novel coronavirus in India and across the world is an unprecedented experience for all of us and we continue to monitor the developments closely and its impact on our business. From a business perspective, there are a few early themes that are emerging - change in media consumption habits, increased digital marketplace adoptions, contactless solutions, importance of hygiene are clear immediate behaviors with perhaps longer term implications on convenience of home chores, resource efficiency and carbon footprint. This situation has also drawn the consumers focus back to homes and intent of making their home equipped with all appliances to drive convenience and make life comfortable at home.

It is expected that there will be some short term blips while the new normal emerges but the durables industry will continue to see long term growth as the fundamentals continue to be strong. The main factors that can help drive the industry in India are overall per capita growth, Indias demographic divide and growth opportunities due to lower penetration rate. Experience based or next-segment purchase aspirations are fast converging across multiple categories and better access to both information along with products and services due to online channels will help fuel this further.

CONSUMER TRENDS, DEVELOPING MARKETS / SEGMENTS

Since 2018, Indias working population has grown larger than the dependent population. This reduces the dependency rate to less than 50% and increases the disposable income. The period of demographic dividend is going to continue till 2055 which will further support the growth. In contrast, the current penetration in India - is around 33% for Refrigerators, 14% for Washers and 5% for Air conditioners. With the demographic dividend, much higher growth in the overall penetration of these appliances across markets is expected. This growth will be fuelled by organisations innovating constantly to meet the ever-evolving needs of Indian consumers. Most consumers today are adopting information centric buying and refer to an average of 3 touchpoints for gathering information before actual purchase. They are looking for product-based solutions that fit into the overall home ecosystem and are open to technology like connected appliances and products that satisfy the increasing convenience and comfort needs. The overarching goal of being able to care for both family and environment also influences appliance buying decisions. The growth and innovation spurts that most middle-income economies witnessed at the per capita income of USD 3000, India is set to witness it much before that (current per-capita income : USD 2340 as per IMF reports).

SALES & MARKETING

Whirlpool as a brand exists to enable care. The Brand philosophy is the driving force for everything the Company does. Every feature that we innovate and every technology we provide is designed to be simple and intuitive so that its easy to care. Our products reflect forward thinking in design, technology and utility with an underlying care for our consumers. The above was echoed by the consumers in India when Whirlpool was recognized by ‘Superbrands 2019-20, worlds largest independent arbiter of branding, for all refrigerators and washing machines. It is an immense achievement being chosen as a Superbrand as it validates the strength of the Companys products.

During the year, along with focusing on strengthening the Companys foothold in all its categories, the Company also ensured a notable presence in the premium segments with the launch of advanced global products that are a perfect blend of design, technology and innovation. Products that not just delight with their performance, but are also reflective of the contemporary lifestyle.

The Company launched the latest range of 3D Cool Inverter Air Conditioners. Designed to offer Every Day Care for its consumers, the Air Conditioners are equipped with 3D Cool Technology. The unique 3-air-intake vents in the air conditioner help in faster removal of hot air from the room that ensures faster cooling even in the peak of summer. Aiding ease of usage, it can be operated via Google Home and Wifi, also equipped with 8-in-1 Intelli-convert modes that help to switch between different modes with the touch of a button and In-Built Air Purifier which purifies the air.

The Company constantly strives to offer solutions that are meaningful and advanced while ensuring they are environmentally friendly. The Company launched the widest range of 5 Star range of Semi-Automatic and Top Load Washing Machines with its proprietary 6th Sense logic to provide an incomparable wash experience.

The Company, with the focus on offering the latest in design philosophy, extended the Bloomwash Pro design philosophy to the Stainwash range to capture new audiences. With the intent to infuse excitement in the Washers Category, the company introduced new colors across the WhiteMagic Classic and TurboDry ranges. These state-of-the-art machines with the new colors ensured heightened consumer interest in our offerings at the shopfloor.

The Company introduced a new range of Single Door refrigerators, IceMagic Pro. Offering contemporary design, breathtaking CFMs and advanced craftsmanship, the product strikes a harmonious balance between design and performance. With its advanced 6th Sense IntelliFrost Technology, powered by Intellisensor and advanced Microprocessor, it lets the consumer enjoy freedom from defrosting and gives more uniform cooling.

The Frost Free Refrigerator segment witnessed the launch of the Intellifresh Range with an advanced 5-in-1Convertible Freezer. Designed to deliver utmost convenience and utility, it enables consumers to utilize the freezer space depending on their storage needs according to occasions and seasons. With the objective of driving Premium Imagery, the Company launched Indias first Premium Metallic Grey Interiors. The product also offered Satin chrome trims and bins to enhance the inner aesthetics. .

With the focus on making a strong presence in the Cooking Segment, the company launched a wide range of SOLO Microwaves across capacities and offered advanced features specially designed to make every day cooking easy. Whirlpool also introduced a range of Oven Toaster Grillers aimed at consumers seeking convenient and fast options of cooking crunchy, tasty and juicy treats at home. This innovative range of OTG offers motorized rotisserie which helps in uniform cooking of food along with an advanced feature to control and customise temperature to ensure a perfect output.

International Business

With the objective of increasing the market shares in SAARC nations as well as make inroads in to untapped markets, the company has undertaken several initiatives during the year.

Companys focus this year was on growing the margins, introduction of new categories and improving the efficiencies in the partners processes.

The Company introduced a new range of Front Load washers, Air Conditioners, Chest Freezers, Microwave-ovens, etc across the SAARC markets. All the above initiatives taken by the Company will help in setting up foundation for a consistent, sustainable business with market share gains in the coming years

Consumer Services

The Company endeavours to build its consumer service as a competitive advantage and in this respect it took various initiatives since the last few years. In pursuit of this vision, the Company took initiatives which included "Service Promise", "Top 100 town uniform Service Strategy" & "Enhance Call Centre Experience".

Consumers have always been the center of our initiatives and the Company is continuously looking to upgrade its services for its consumers. The Company is in the process of jump shifting its Service Promise to next level. We have embarked on a digital transformation journey in Consumer Service. During the year, the Company launched a new state of the art CRM ‘Magicare NXT powered by SAP C4C. The new CRM comes with much more new possibilities to service our consumer, like Omni Channel, Real time Spares visibility & ordering, real time integration with backend system and also provides opportunities to integrate our CRM with our channels. The Company is excited about its digital transformation journey and believes this transformation will support our vision to position Whirlpool service as a competitive advantage.

People Excellence – Our Competitive Advantage

The Company witnessed another year of growth in business performance which is indicated by our improved performance across all key metrics - volume, revenue and EBIT. This was achieved through a strong focus on our business objectives, excellence in execution at all levels and the entire organization coming together as ‘One Whirlpool. The Companys HR Team has been a key strategic business partner in this journey & worked very closely with the leadership team. Our People Excellence model which forms a critical part of Whirlpools Strategic Architecture defines key imperatives for HR. In this endeavor, various people initiatives were designed and deployed to create an "inclusive & engaged" workforce, creating a high performance culture, building a future talent pipeline & supporting business in adding key capacities for future growth.

Building an Inclusive Work Environment and Engaged workforce

With ambitious growth plans and constant change in the business environment it is important that the Company has a highly engaged & inclusive workforce. This has been a key priority for us. The Company partnered with Indias leadership team to chalk out the journey of building a highly engaged workforce. As a first step, the entire leadership team got together and identified key engagement focus areas which was based on employee engagement scores, inputs from town halls/skips and inputs from the leadership team. A year long engagement plan was rolled out focussing on providing career opportunities to employees, building a learning culture, creating a listening organisation and celebrating wins. Rigorous focus on executing plans and high involvement of the India leadership team ensured that Whirlpool India witnessed one of the highest engagement scores ever which is 90+. This coupled with the fact that there was unprecedented increase in scores related to questions concerning learning, career visibility and speed of executing plans- Thought to action.

The year gone by also witnessed a very high focus on Inclusion & Diversity actions. In this journey building an inclusive mindset was the starting point. To achieve this, a full one day workshop (Men Advocating Real Change- MARC) was organized with the entire India leadership team to articulate and become more aware of various unconscious biases. This lead to further articulating key actions to be taken at organization level with regard to diversity actions. To ensure that there is higher sensitivity towards inclusive mindsets and behavior further down the organization levels similar workshops were conducted for people managers. There is a special focus on building inclusion nudges in the people processes to ensure that there is continuous and holistic focus on inclusion and diversity agenda at organizational level. There is a very high focus on deploying communication strategy to ensure that we as an organization continuously live the moments of building an inclusive work environment and highly engaged workforce.

Creating High Performance Organization Culture

For a growing organization like ours it is very important that we have a thriving high performance culture. In this endeavor our performance management system "Everyday Performance Excellence" plays an important role. During the financial year, a huge focus was on ensuring that the Company looked at performance of organization and employees holistically. Focussing on the above critical elements was fundamental in not only creating a high performance culture but also its sustained embedment. This entailed focus on embedding not only "What" of performance but also "How" part of performance. This led to holistic conversations around every aspect of performance. People leaders played an important role in these conversations. The Company continues to be on this journey of enabling every employee in Whirlpool to bring out the best.

Talent - Creating a Competitive Advantage

To fuel and sustain our business growth, the Company is also focussed on creating a leadership pipeline at all levels of the organization. This required us to identify high potential talent and put in place a holistic developmental plan which covers various aspects of creating ‘leaders of tomorrow. Whirlpools journey of building leaders at all levels has further gained momentum in 2019. Taking the journey of ‘Aarohan - Ascend to Excellence (A structured 1 year leadership development programme for our high potential employees at middle management) forward, we launched the next batch and took the momentum of talent development forward. First batch saw a huge success and we expect to continue the impact.

In our journey in creating a learning organization we launched an online learning platform "We Learn". This unique platform would enable employees to develop core functional skills & will give them a complete "On the go" access to a repertoire of knowledge & resources in the form of Videos, Articles, Audiobooks & E-Books. Whirlpool has always strived to provide learning opportunities to its employees and this intervention will go a long way in fulfilling this promise.

Building a future pipeline

Continuing with our focus on creating a leadership pipeline at all levels, we leverage university hiring. The ‘Young Leaders Program is our flagship University Hiring Program under which we hire Management & Engineering Graduates from top tier campuses to create a future talent pipeline at the entry level of the organization. This channel of hiring serves as an important ground to acquire & groom talent for building a robust leadership pipeline for the future.

Internal Control Systems and Adequacy

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has in place adequate internal control systems and procedures to commensurate with the size and nature of business. These procedures are designed to ensure that:

• all assets and resources are acquired economically, used efficiently and are adequately protected;

• significant financial, managerial and operating information is accurate, reliable and is provided timely;

• all internal policies and statutory guidelines are complied with.

The composition and competencies of the audit team and effectiveness of internal controls is continuously reviewed by the Audit Committee. The scope of internal audit extends to all functions and locations of the Company.

Covid-19

In the last few months of financial year 2019-20, the COVID-19 pandemic developed rapidly into a global crisis and impact of the same was also visible in India; with the government being forced to enforce lock-downs. During these difficult times the focus of your Company has been the health and safety of its employees as well taking adequate precaution to minimizing disruption to business. These are unprecedented times through which we continue to monitor the developments closely and also the consequent impact on us. Our continued focus is to ensure business continuity and your leadership team is tirelessly working to mitigate the risks.

BOARD MEETINGS

During the Financial Year 2019-20, 6 (six) Board Meetings were held. Details of the same are available in the section ‘Meetings of the Board of Directors, in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board. Your Directors, Key Managerial Personnel and Senior Management have confirmed compliance with the Companys Code of Conduct and Integrity Manual.

During the year under review and till the date of signing of the Directors Report the following changes took place in the Board of Directors & Key Managerial Personnel: i. The Board of Directors based on performance evaluation and recommendation of Nomination and Remuneration Committee (NRC), re-appointed Ms. Sonu Bhasin as Independent Director for a term of 5 years with effect from 01st April, 2019. ii. The Board of Directors based on the recommendation of NRC, at its meeting held on 19th June, 2019, appointed Mr. Rahul Bhatnagar and Mr. Pradeep Banerjee as Independent Director of the Company for a term of 5 years with effect from 19th June, 2019. iii. Mr. Anand Bhatia and Mr. Sanjeev Verma demitted office as an Independent Director of the Company with effect from 19th June, 2019. The Board places on record its appreciation towards valuation contribution made by Mr. Bhatia and Mr. Verma during their tenure as Director of the Company. iv. On the recommendation of NRC and subject to approval of shareholders, Mr. Anil Berera was re-appointed as Executive Director for the period 03rd November, 2019 to 31st December, 2019. Thereafter, Mr. Anil Berera was appointed as Non-Executive Director with effect from 01st January, 2020 by the Board of Directors of the Company. v. Mr. Sunil DSouza tendered his resignation as Managing Director of the Company with effect from 03rd April, 2020 to pursue interests outside the Company. The Board took note of his resignation and acknowledged his remarkable contribution towards the Companys business. vi. On the recommendation of NRC and subject to approval of shareholders, Mr. Vishal Bhola was appointed as Managing Director of the Company for a term of 5 years with effect from 04th April, 2020. The relevant resolutions, disclosures and explanatory statement are provided in the notice of 59th Annual General Meeting. The Independent Directors of the Company have furnished certificates of Independence stating that they fulfill the criteria of independence as per the provisions of Section 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

As on 31st March, 2020, Company had following Key Managerial Personnel in compliance with the provisions of Section 203 of the Companies Act, 2013.

1. Mr. Sunil DSouza – Managing Director
2. Mr. AHBN Reddy – Executive Director
3. Mr. Yatin Malhotra – Chief Financial Officer
4. Ms. Roopali Singh – Company Secretary

However as on date of this report the Company has following Key Managerial Personnel in compliance with provisions of Section 203 of the Companies Act, 2013:

1. Mr. Vishal Bhola – Managing Director
2. Mr. AHBN Reddy – Executive Director
3. Mr. Yatin Malhotra – Chief Financial Officer
4. Ms. Roopali Singh – Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors to the best of their knowledge hereby state and confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors had prepared the annual accounts on a going concern basis; e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Article 115 of the Articles of Association of the Company, Mr. Anil Berera retires by rotation and being eligible offers himself for re-appointment.

Proposal for his appointment is set out in the explanatory statement annexed to the notice of the 59th Annual General Meeting. The Board recommends his re-appointment.

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

The Board has framed a policy for nomination of any Board & Committee member and compensation of the Companys Executive Directors, Senior Management (all members of management one level below the Chief Executive Officer/Managing Director/Whole Time Director/Manager Including Chief Executive Officer/Manager, in case they are not part of the board and shall specifically include Company Secretary and Chief Financial Officer), Non-Executive Directors and Independent Directors. Pursuant to requirement of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Nomination and Remuneration Committee also recommended the remuneration of Senior Management which was approved by the Board of Directors. The Board of Directors have identified the core skills/expertise/competencies in the context of the Companys business required from a Director for effective functioning of the Company. The adopted skills/expertise/competencies shall act as guiding factor to the Nomination and Remuneration Committee while considering candidature for the post of Director of the Company. Remuneration Policy of the Company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The detailed terms of reference of the Nomination and Remuneration Committee is available on the website of the Company at https://www.whirlpoolindia.com/dam/images/ discover-whirlpool/investors/common-updates/charter-nrc_whirlpool_r-vised-pdf/Charter-NRC_Whirlpool_R-vised.pdf

PERFORMANCE EVALUATION OF DIRECTORS

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

RELATED PARTY DISCLOSURES

The Related Party Transactions during the financial year were reviewed and approved by the Audit Committee and were also placed before the Board. The Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of such transactions.

The Board has approved policy for related party transactions which is available on Companys website at https://www. whirlpoolindia.com/dam/images/discover-whirlpool/investors/common-updates/related-party-transaction-policy-pdf/related-party-transaction-policy.pdf There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure - A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

As on 31st March, 2020, 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)

The Company aims to protect the environment and nurture its community for sustainable growth and development of its products and processes thereby increasing the stakeholder value. In line with this objective, the Company has been helping the community which has always been an integral part of Whirlpools value system. The same is also imbibed in our CSR policy which was recommended by the CSR Committee and approved by the Board of Directors of the Company. There has been no change in the Policy during the given financial year. During the year under review, the Companys effort in the field of CSR have also been recognized by independent assessors such as UBS Forums & Indian Education Network for its projects in Skill Development. The main initiatives undertaken by us, under our CSR Policy are:

1. Promoting employment, enhancing vocational skills for employability of youth.

2. Cultivating community development plans based on needs and priorities of the communities.

3. Any other project or aid which the committee considers suitable for the welfare of society or humanity at large, within the purview of Schedule VII (Section 135) or as authorized by Government.

Its been another year of successful social journey, touching the lives of those who needed a helping hand. The Company has kept the narrative unchanged building on from its journey of the last five years.

Skill Development Program:

Over the years, the Company has worked closely with its training partners to understand the needs and revamped the course contents to have a blend of both classroom as well as on the job training. With the revamped course content we have seen a credible improvement in the pass percentage. We have received positive feedback from the students, emphasizing that on the job training provides them the opportunity to test their knowledge and also hone their skills. With more than 4000 students trained in vocational courses in more than 30 cities this year, we are tirelessly working towards changing the workforce environment to all skilled workforce.

With passing percentage of close to 80% and placement percentage also showing significant improvement, this continues to be our flagship social intervention project.

Under this program, our focus remains on the quality of training provided and we along with our training partners keep on improving upon the content and method of training. With this purpose in view, we will continue this project in the coming year as well.

Community Development Program:

Community Development Programs are being implemented in villages/communities adjoining our manufacturing facilities at Pune, Faridabad and Puducherry. The programs are designed to address the most common issues of the community which can be handled by way of behavioral changes.

14 Schools and almost 1500 students are direct beneficiary of our health and educational intervention in Ranjangaon and adjoining villages in Pune. In rural areas often neglected subject of health, hygiene & nutrition is the focus of this project. The effects and awareness is spread to school going children (age 5 to 16 years) which cascades to their family and entire community.

After the successful completion of the school infrastructure development project last year at Puducherry, this year we started working with the second school in the vicinity, this project is near completion and will help us strengthen our resolve to do better for education. With our focussed approach we were able to set benchmarks in social welfare programs in the Puducherry area this year.

Sellangal Canal desilting project, that started last year, continued in second year by adding up the tributaries of the main canal. Another 15 km length of feeder channels were cleared in order to complete the project holistically. This initiative was supported by the office of the Lt. Governor of Puducherry, and won "Swachhta Award" from Puducherry Government.

Faridabad area has a dense urban setting with low income group communities and presents many challenges in availability of quality primary education to children of daily wages workers or people with little means available to spend on education. Whirlpools intervention with partner NGO Pratham Education Foundation has been trying to address this concern for five years now through 12 learning centres in 5 localities of Faridabad. A balanced mix of fun & learning helps students to understand the basic concepts of maths, science & language. In this year we reached out to another 2000 such students to help through their learning process, hence reducing chances of drop outs. With a large number of immigrant population in the area, we will keep focusing on this area of importance, that is education.

As per the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on Companys website: www.whirlpoolindia.com) and further details of the CSR activities are contained in Annexure - B forming part of this Report.

RISK MANAGEMENT POLICY

As on 31st March 2020, the Risk Management Committee comprises of two Executive Directors i.e. Mr. Sunil DSouza and Mr. AHBN Reddy and Chief Financial Officer of the Company, Mr. Yatin Malhotra. The Committee has been formed with the objective to assist the Board of Directors in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, compliance, financial and reporting and external environment risks including cyber security risks.

Companys Risk Management policy, broadly categorized Risks into Strategic, Operational, Compliance and Financial & Reporting Risks. The policy outlines the parameters for identification, assessment, monitoring and mitigation of risks.

The scope of the Risk Management Committee broadly covers:

Reviewing the Risk Management Framework of the Company, risk management processes and practices followed and to ensure that the Company is taking the appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

Evaluate significant risk exposures of the Company and assess managements actions to mitigate the exposures in a timely manner.

Reviews the adequacy of the insurance coverage on the Companys risks.

Report & recommend to Board annually on the effectiveness of the Risk Management system and the required mitigation plans. Mr. Sunil DSouza was the Chairman of the Committee till 03rd April, 2020. However, with effect from 04th April, 2020, Mr. Vishal Bhola, Managing Director was appointed as Chairman of the Committee. Ms. Roopali Singh, Company Secretary is the Secretary to the Risk Management Committee.

VIGIL MECHANISM

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.

Further information on the subject can be referred to in section ‘Disclosures - Whistle-Blower Policy 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 (Firm Registration No.: 105047W), Chartered Accountants, as Statutory Auditors of the Company, in place of the retiring auditors M/s. S. R. Batliboi & Co. LLP (Firm Registration No.: 301003E/ E300005), Chartered Accountants, 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 Report given by M/s. MSKA & Associates, Chartered Accountants (ICAI Registration No.: 105047W), Statutory Auditors on the financial statement of the Company for the financial year 2019-20 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

Pursuant to Section 204 of Companies Act, 2013, Mr. N. C. Khanna (ICSI membership No.: 4268 & certificate of practice No.: 5143) a Practicing Company Secretary was reappointed as Secretarial Auditors of the Company for the financial year ending 31st March, 2020. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is attached as Annexure - C and forms part of this report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 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, 2020 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 2020-21, 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 2018-19, 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.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and the Secretarial Auditor have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 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.

INSURANCE

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk.

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 Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance 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 Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure - D and form part of this report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-E which forms part of this report. The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules forms part of this report. However, as per Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto. The said information is available for inspection by members at the registered office of the Company during business hours on all working days upto the date of ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may also write to the Company Secretary at the registered office of the Company.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT-9 forms part of the Boards Report and is annexed herewith as Annexure - F. The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company at www.whirlpoolindia.com

PUBLIC DEPOSITS

During the Financial Year 2019-20 your Company has not accepted any public deposits in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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. There have been no material changes and commitments which affect the financial position of the Company between the end of the financial year and the date of this report including change in capital structure.

BUSINESS RESPONSIBILITY REPORT

In terms of the requirements of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Business Responsibility forms part of this Annual Report in the format prescribed by SEBI and is annexed herewith as Annexure-G. APPRECIATION

The Board places on record its appreciation for the continued cooperation and support extended to the Company by customers, vendors, regulators, banks, stock exchanges and depositories, auditors, legal advisors, consultants and business associates. The Directors also take this opportunity to place on record their appreciation for the efficient services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

Your Directors look forward to the long term future with confidence.

Place of signature : Gurugram, Haryana Date : June 18, 2020

For and on behalf of the Board of Directors
Arvind Uppal Vishal Bhola
Chairman & Non-Executive Director Managing Director
DIN: 00104992 DIN: 08668079