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Directors Report of Whirlpool of India Ltd.

Mar 31, 2015

Dear Members,

The Directors' are pleased to present their 54th Annual Report and Audited Accounts for the year ended 31st March 2015.

Financial Results (Rs. in lacs)

Particulars For the year ended

March 31, 2015 March 31, 2014

Sales/ Income from 357,777 310,596 operations (including excise duty)

Other Income 3,800 2,793

Profit/ (Loss) before 36,929 23,946 Interest, Depreciation, Extraordinary items & Tax

Interest (64) (142)

Depreciation (6,813) (6,383)

Profit/ (Loss) before tax 30,052 17,421

Provision for Tax (9,001) (5,130) (including deferred tax and wealth tax)

Net Profit/ (Loss) for the year 21,051 12,291

Credit/ (Debit) Balance B/F 43,462 31,171 from previous year

Depreciation adjustment (3,478) -

Profit available for appropriation 61,035 43,462

Surplus/ (Deficit) carried to 61,035 43,462 Balance Sheet

Performance of the Company

During the year ended 31st March 2015 the revenue from operations of the Company was Rs. 357,777 lacs as compared to last year's revenue from operations of Rs. 310,596 lacs up by 15.2%. Profit before tax was Rs. 30,052 lacs as compared to corresponding profit of Rs. 17,421 lacs in the previous year up by 72.5%.

Dividend

No dividend on equity shares has been recommended by the Board for the year ended 31st March 2015 considering the future capital investment plans of the company.

Share Capital

The paid up capital of the company as on March 31,2015 was Rs. 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 no change in the capital structure since previous year.

Subsidiaries, Joint Ventures or Associate Companies

The company does not have any subsidiary, joint venture or associate company during the period of reporting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is part of this Report.

SALES & MARKETING

Underlying demand in the appliance industry improved in the financial year relative to previous years but remained far below its true potential. We expect demand to improve as the economy gathers momentum. The key areas that Sales and Marketing focused on were:

1. Improving our refrigerator product portfolio by successfully launching products in the mass-premium segment of Frost Free refrigerators, and preparing to launch a whole new mass market Direct Cool refrigerators range in the coming year.

2. Upgrading to C-Pentane across the entire refrigerators range to comply with new regulations.

3. Strengthening our top-load washers range with the launch of Superb Atom series in semi-automatic and White Magic with Express Wash in fully automatic.

4. Implementing Akraman 3.0 to drive conversion at the shop floor, with specific focus on patented Crisp & Grill microwaves, 3D-Cool Extreme Air-Conditioners and Water Purifiers.

5. Increasing brand visibility with mainstream media advertising, in-shop merchandising, out-of-home visibility devices, and enhanced digital presence online and through social networking platforms.

6. Enhancing our e-Commerce initiative by partnering with Flipkart to establish a presence in the fast growing e-tail space.

INTERNATIONAL BUSINESS

Despite weak demand in global markets, our international business actively expanded into new markets, namely Maldives, and achieved strong growth in Myanmar, Nepal and Fiji. The high point of Exports was the significantly higher increase of shipments to Philippines driven by the new range of Refrigerators and Washing Machines launched during the year. There were challenges in major markets like Sri Lanka due to increased presence of local manufacturers. The company addressed this by focusing on channel restructuring and expanded product range, leading to growth in the last quarter of the year.

With focused retail initiatives and products developed with local consumer insights, we expect to continue growing our International Business at a faster pace.

CONSUMER SERVICES

In the year under review, Consumer Service focused on two key deliverables:

* Deliver best-in-class service through differentiated service experience - 'Branded service'

* Evolve our partner operations to become a direct-to-home channel for selling Water Purifiers

Special focus was given to implement and execute business processes and to develop robust IT system to improve organizational efficiency and business profitability. Key processes were re-engineered and systems developed to empower people in the field, doing away with old manual processes. Emphasis was given to processes in our Call Centers; agents now have tools to assist consumers rectify the problem on their own. This not only provides quick resolution and peace of mind to the consumer but also saves cost for the company by avoiding a technician visit. 'Governing Principle Balanced Scorecard' continues to be the flagship governing tool wherein Service Partners are rated on a scale of 1 to 5 on a set of service measures as well as financial integrity parameters. The year has seen significant improvement in service rating scores of category A and B Partners. The Consumer Service team has also kicked off an end-to-end process automation for providing a 'differentiated service experience' to high end consumers.

Operating Excellence has been identified as one of the key elements in our new global strategic framework. A team comprising representatives from each of the Whirlpool regions are in the process of standardizing key consumer care processes globally. To start with, two processes are now tracked globally on a regular basis.

Innovation continues to play a role in the Water Purifier business. We have got an encouraging response to the Direct-to-Home model set up with Service Partners. New models launched in the year through the DTH channel have done well. After-sales care being critical to the success of the water business, exclusive Service Providers for Water business are being appointed in key cities so that our follow-up for periodic maintenance increases, which will also result in an increase in revenue.

Accessories, consumables and maintenance contracts sold through the Service channel continue to grow steadily and contribute to the top line and profitability of the company.

HUMAN RESOURCES - Winning through People

The year 2014-15 saw the Human Resource function take the lead in engaging the organization to deliver outstanding business results. Being an "Employer of Choice" has been our stated intent and to bring this alive we focused sharply on People Excellence, which unleashed individual and collective talents, inspired a winning culture, and created competitive advantage that delivered results beyond expectations.

Whirlpool, Asia South - of which India is the largest unit - was awarded the Chairman's W-Award for Employee Engagement. This acknowledges employees of Whirlpool of India to be the most engaged team in the Whirlpool world. In a study conducted by Aon Hewitt, Whirlpool of India was listed as amongst the top 11 Best Employers in India. This prestigious award makes Whirlpool a part of an elite group of companies in the country.

The journey towards becoming a Best Employer, involved creating a robust talent pipeline for our mid/senior managerial positions. Our Young Leader Program facilitated this objective by identifying and nurturing young leaders from premium campuses. This was supported by our LEAD Program that focused on creating better people leaders.

The year 2014-15 showed our continued focus on building strategic capability within the organization. Initiatives like i-Grow, i-Drive and i-Learn focused on building go-to-market capability in our sales, service and retail workforce. Besides building capability, these initiatives, resulted in high engagement and instilled the spirit of winning amongst the employees.

Whirlpool is committed to enhance the industrial relations climate in and around its factories. This year, too, our focus on the welfare of blue collared workers remained unabated. To promote diversity even at that level, the Pune plant employed approximately 100 women workers in the factory. Besides improving diversity and as a result an inclusive culture, the move enhanced employment opportunity within the region.

The Human Resource function continues to be an active partner to the business, in its journey towards making Whirlpool the Best Home Appliance Company of India. In total 1,560 number of white collar employees were on the rolls of the company during the year ended 31st March 2015.

FINANCE AND ACCOUNTS

In 2014-15, the macro-economic environment showed improvement and saw modest uplift in demand but this has been limited to specific markets and channels, while competitive intensity has risen.

The company's performance has been very encouraging with 16.2% increase in net operating income vs. previous year, resulting in profit before tax higher by 72.5% compared to previous year.

The Company focused on levers of our 3-Phase strategy with particular emphasis on Product Leadership, Channel Excellence and Cost Leadership. Initiatives under these initiatives helped the company grow its revenue and profitability. Working capital, as always, was managed efficiently and led to record generation of cash.

BOARD MEETINGS

During the year ended March 31,2015 four (4) meetings of the Board of Directors were held. Detailed information on the meetings of the Board and dates of the meetings are included in the report on Corporate Governance, which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board. All directors, key managerial personnel and senior management have confirmed to comply with the company's Code of conduct.

The independent directors have confirmed and declared that they fulfil the criteria of independence as per the provisions of Section 149 (6) of the Companies Act, 2013 and are not disqualified to act as an independent director. The Board is also of the opinion that the independent directors fulfil the independence requirement in strict sense and are eligible to continue as Independent Director of the company. No director resigned from the company during the reporting period.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors 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. Vikas Singhal retires by rotation and being eligible offer himself for re-appointment.

Mr. Vikas Singhal aged 48 years has over 25 years of rich and diverse experience, working with top notch global organizations. He began his carrier as a graduate trainee with Carrier Aircon, the global leader in Refrigeration & Air Conditioning. Subsequently he was with Delphi Automotives, Owens Brockway and Piramal Enterprises in various leadership positions.

Previous to joining Whirlpool, he served as V.P Manufacturing and Technology, Piramal Enterprises, Glass Division. Ranging from Manufacturing Operations to Supply Chain, Project Management, New Business Development, Vikas has dealt with a broad continuum of business facets. He holds a B.Tech degree in Industrial Engineering from IIT Roorkee and a PGDBM from XLRI Jamshedpur.

The Board recommends his re-appointment.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS

Mr. Arvind Uppal

Mr. Arvind Uppal (DIN 00104992) was appointed as Chairman & Managing Director for a period of three years w.e.f. April 1, 2013 by the shareholders in its Annual General Meeting held on 14th August 2013 and his current term expires on 31st March 2016. Board in its meeting held on 20th May 2015, subject to approval of shareholders, approved the re-appointment of Mr. Arvind Uppal as Chairman & Executive Director for a period of five years commencing from 22nd June 2015.

Mr. Anil Berera

Mr. Anil Berera (DIN 00306485) was appointed as Whole Time Director for a period of three years w.e.f. 3rd November 2011 at a remuneration approved by shareholders in its Annual General Meeting held on 6th August 2012. His office as whole time director is due for renewal with effect from 3rd November, 2014. Board in its meeting held on 20th May 2015, subject to approval of shareholders, approved the re-appointment of Mr. Anil Berera as Executive Director & CFO with effect from 3rd November, 2014.

Mr. Vikas Singhal

Mr. Vikas Singhal (DIN 02262421) was appointed as Whole Time Director for a period of three years w.e.f. 8th May 2012 at a remuneration approved by shareholders in its Annual General Meeting held on 6th August 2012. His term as whole time director is due for renewal with effect from 8th May 2015. Board in its meeting held on 20th May 2015, subject to approval of shareholders, approved the re-appointment of Mr. Vikas Singhal as Whole Time director with effect from 1st April 2015.

Mr. Sunil A. D'Souza

The Board in its meeting held on 20th May 2015 appointed Mr. Sunil A. D'Souza, as an Additional Director of the Company effective from 22nd June 2015, pursuant to the provisions of Article 107 of the Articles of Association of the Company read with Section 161(1) of the Companies Act, 2013. Mr. Sunil A. D'Souza holds office as director of the company up to the date of the ensuing Annual General Meeting but is eligible for appointment as a Director. A notice under Section 160(1) of the Act has been received signifying its intention to propose Mr. Sunil A. D'Souza as a candidate for the office of Director of the Company. The Board also appointed Mr. Sunil A. D'Souza as the Managing Director of the Company for a period of five years effective from 22nd June 2015, subject to approval of the Members.

Details of the proposal for appointment and re-appointment of above directors are mentioned in the explanatory statement under Section 102 of the Companies Act, 2013 of the Notice of the 54th Annual General Meeting.

Except Mr. Vikas Singhal who holds 2,700 Equity shares none of the other directors proposed for appointment or re-appointment are holding any shares/ convertible instruments of the Company.

The boards recommend their appointment/re-appointment.

KEY MANAGERIAL PERSONNEL

As on 31st March 2015, company has following key managerial Personnel In compliance with the provisions of Section 203 of the Companies Act, 2013.

1. Arvind Uppal - Chairman and Managing Director

2. Anil Berera - Executive Director & Chief Financial Officer

3. Vikas Singhal - Whole Time Director

4. Mr. Ravi Sabharwal - Company Secretary

Mr. Anil Berera, Executive Director was appointed as key managerial personnel (CFO) of the company in terms of provisions of Sec. 203 of the Companies Act, 2013 with effect from 19th May 2014. Mr. Sunil A. D'Souza, has been appointed as an Additional and Managing Director of the Company with effect from 22nd June 2015.

INTERNAL FINANCIAL CONTROL

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

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, senior management and their remuneration, including criteria for determining qualifications, positive attributes, independence of directors, board diversity. Remuneration Policy of the company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the board and its committees thereof, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.

RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of such transactions.

The board has approved policy for related party transactions which is available on company's website at following link:http://www. whirlpoolindia.com/PDF/Related_Party_Policy_Whirlpool.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

AUDIT COMMITTEE

The Audit committee held four (4) meetings during the year. The members of the audit committee are:- Mr. Anand Bhatia, Chairman - Independent Director

Mr. Simon J. Scarff, Member - Independent Director

Mr. Sanjiv Verma, Member - Independent Director

Ms. Sonu Bhasin, Member - Independent Director

Mr. Anil Berera, Member - Executive Director

Mr. Anand Bhatia, 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.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

Whirlpool of India's initiatives under CSR is focused towards:

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

2. Cultivating community development plans in the vicinity of our factories based on needs and priorities of the host communities.

During the financial year 2014-15, Whirlpool touched the lives of many under-privileged people through programmes to meet the above goals. Programmes were selected to better their future and thereby create empowered citizens of our country.

Skill Development Program:

Whirlpool has chosen "Skill Development" as its flagship CSR program. We imparted vocational training to almost 1,900 youths across India through training partners recognized by National Skill Development Corporation (NSDC). Training imparted was in two domains, viz. "Field Service Engineer" following the Qualification Pack (QP) prescribed by Electronics Skill Sector Council of India (ESSCI) and "Retail Sales Associate" following the QP defined by Retailers Association Skill Council of India (RASCI). Assessment was conducted by authorized Assessment Agencies and successful candidates were awarded NSDC certification while all received a participation certificate from Whirlpool. Employment of successful candidates was a key area of focus and placement was obtained for approximately 50% of candidates. Through our subject expertise, we were able to upgrade the curriculum for the course and strive to continuously better the infrastructure. In 2015-16, we aim to empower approximately 2,000 youth through similar training programmes.

Community Development Program:

Whirlpool has embarked on a community program in villages adjoining its manufacturing facility in Ranjangaon. The programme - "Integrated Child Development Program" is being implemented through "Community Aid & Sponsorship Programme (CASP)", a Pune based organization committed to sustainable development and strengthening of child, family and community. Whirlpool's intervention involves sponsorship of 300 children in three villages adjacent to the plant. Identifying children as the building blocks of society and education as the most powerful tool, this programme aims to provide all-round development to needy students through their Classes VII- X. Executing the programme includes providing text books and stationery as well as preventive healthcare actions. Engagement with village elders and the family of the sponsored children, as a means to sustain the programme, is an important element of the programme.

Whirlpool has also supported other worthy causes notable among which is a donation to Goonj, a reputed NGO, towards providing relief for flood affected victims of Jammu & Kashmir.

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

RISK MANAGEMENT POLICY

The Company has formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

Company has identified various strategic, operational and financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company.

VIGIL MECHANISM

Details of establishment of vigil mechanism are disclosed in the corporate governance report and is also available on company's website at www.whirlpoolindia.com

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Audit Committee has recommended to the Board, the re-appointment of M/s S. R. Batliboi & Co. LLP, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of 56th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at the subsequent Annual General Meetings and the necessary resolution for their re-appointment as statutory auditors is placed before the shareholders at the 54th Annual General Meeting.

The auditor's report does not contain any qualification or adverse remarks.

Secretarial Auditors

The board had re-appointed Mr. N. C. Khanna (membership no. 4268 & certificate of practice no. 5143) a practicing Company Secretary for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-2015. The report of the secretarial auditor is annexed to this report as Annexure D. The report does not contain any qualification or adverse remarks.

Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, had re-appointed M/s R. J. Goel & Co., Cost accountants (Firm Registration No. 00026) as Cost Auditors of the Company, for the Financial Year 2015-16, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government, pursuant to its order dated 30th June, 2014 and any amendments thereof, subject to the ratification of the remuneration to be paid to the Cost Auditor by the shareholders in ensuing Annual general meeting.

A certificate from them has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under of Section 141 of the Companies Act, 2013 and rules framed there under.

The Company had filed the Cost Audit Report for FY 2013-14 on 6th September, 2014, which is within the time limit prescribed under the Companies (Cost Audit Report) Rules, 2011.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 of the Companies Act, 2013, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

INSURANCE

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

LISTING OF SHARES

Company's equity shares are listed at BSE Ltd. and National Stock Exchange of India Ltd.

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

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 E and form part of this report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure to this Report and forms part of this report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Directors' Report is being sent to all members of the Company excluding the aforesaid information. The information on employees' particulars will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure F.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013 as Annexure G.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following(s):

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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

ACKNOWLEDGEMENT

The Company's growth has been achieved by continued support from all its stakeholders. The Company's partners- different stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Company's success. Your Director's wish to place on record their sincere thanks to these partners. The Directors' would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Place of : Gurgaon Arvind Uppal Anil Berera signature [Chairman & [Executive Director & Date : May 20, 2015 Managing Director] Chief Financial Officer] DIN 00104992 DIN 00306485


Mar 31, 2014

Dear Members,

The Directors'' are pleased to present their 53rd Annual Report and Audited Accounts for the year ended 31st March 2014

Financial Results (Rs. in lacs) Particulars For the year ended March 31, 2014 March 31, 2013

Sales/ Income from operations (including excise duty) 310,596 303,650

Other Income 2,795 2,046

Profit/ (Loss) before Interest, Depreciation, Extraordinary items & Tax 23,946 24,249

Interest (142) (300)

Depreciation (6,383) (6,032)

Profit/ (Loss) before tax 17,421 17,917

Provision for Tax (including deferred tax and wealth tax) (5,130) (5,142)

Net Profit/ (Loss) for the year 12,291 12,775

Credit/ (Debit) Balance B/F from previous year 31,171 18,396

Profit available for appropriation 43,462 31,171

Surplus/ (Deficit) carried to Balance Sheet 43,462 31,171

Performance of the Company

During the year ended March 31, 2014 the revenue from operations (including excise duty) of the Company, was Rs. 310,596 Lacs as compared to last year''s revenue from operations of Rs. 303,650 Lacs up by 2.3%. Profit before tax was Rs. 17,421 Lacs as compared to corresponding profit of Rs. 17,917 Lacs in the previous year.

Dividend

No Dividend on equity shares has been recommended by the Board for the year ended 31st March 2014 considering the future capital investment plans of the Company.

Management Discussion and Analysis Report (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is a part of this Report.

SALES & MARKETING

The slowdown in consumer appliances industry, which started in 2011, continued in the financial year 2013-14. External factors continue to remain challenging, commodity inflation continued to be high, the sharp depreciation of the rupee in June 2013 and incremental costs to meet tighter energy efficiency norms in Frost Free Refrigerators and Air Conditioners led to higher consumer prices. Other inflationary pressures, such as the calibrated increase in diesel prices, contributed to the Consumer Price Index remaining above the 10% level for whole of FY2013-14. The above factors impacted consumer demand and overall negative growth in consumer durable industry.

In this challenging situation, the focus of Sales and Marketing was as follows:

1) Continue to draw consumer insights from structured and informal research, to plough into product innovation, brand and communication development.

2) Build on the new products launches and introduction of a wide range of new finishes in both Frost free and Direct Cool refrigerator categories.

3) Launch of Project Akraman 2.0 ensured improved distribution network and better product mix. It extended the depth and width of the distribution across towns by ensuring availability of extensive range of products across stores, thereby ensuring better margins to the trade.

4) Extension and consolidation of Brand Shops initiatives.

5) E-Commerce - As part of the aggressive digital strategy, company launched ''W-Store'' (E-commerce site) for online purchase of your Company products from anywhere at their convenience. The initial response to this new initiative has been very encouraging. The Whirlpool website has also been revamped and a mobile version of the site has been developed so that the same environment and experience can be created for customers interacting with the brand on their mobile phones.

6) Early this year our new Brand Positioning, ''Whirlpool. Designed to Delight.'' was unveiled. This is the first step in the journey of attaining Brand Leadership position in line with our product leadership strategy. The new Brand positioning revolves around the consumer, which means that everything we do is centered around the consumer, be it the way our products are designed or the innovative and intuitive technology that goes into making our Products more intelligent and the way we communicate with our consumers.

INTERNATIONAL BUSINESS

During financial year 2013-14 the International Business Division witnessed major challenges in two of our largest export markets. There was a major business restructuring in Australia resulting in all our Refrigerator''s export shipments to Australia on hold for several months. Further one of our big markets i.e. Sri Lanka, went the protectionist way with increased tariffs and additional duty benefits for local manufacturers. Due to this, the market structure underwent fundamental changes with local products dominating and our pricing becoming uncompetitive. The company is currently formulating its new strategy to counter these challenges.

Apart from the above company delivered healthy growth in the rest of the markets, in spite of a soft demand scenario all across emerging markets. In the neighboring region Bangladesh in particular performed well. We have started exploring opportunities in new markets like Myanmar, initial response has been positive. Along with Myanmar, Nepal and Philippines will provide growth potential for our export business in future. In Philippines our brand is strong, recently the company has developed a range of products customized for Philippines which should generate substantial volume for the company. Our business in Middle East Africa is moving at a steady pace too. With focused approach these emerging markets, the export business is expected to grow at a healthy pace.

CONSUMER SERVICES

In the year under review, the consumer service function of the Company was primarily focused to deliver on the following:

- Deliver best in class service through differentiated service experience – ''Branded service''

- Evolve partner operation as a direct to home channel

Efforts were put in to drive call center experience through processes and good governance. With a full fledged ''state-of-the-art'' training academy the focus was to improve the overall installation experience and right diagnostics through in house training. ''Governing principle'' balanced score card was introduced as a measure to rate the service partners on a scale of 1 to 5 on parameters covering service delivery, process and system. This paid off well as there was a clear migration of service partners from lower to higher levels and also gave a tool for the business people to take corrective action.

With exciting new water products introduced in the service channel, the ''direct to home'' channel leveraged the already established service network. Various ''go to market'' strategies like water testing, product demonstration and cold calls assisted the category to grow. Existing Whirlpool homes enabled the service folks to share the product and its benefit and also forge a long term relationship. This is paying off through recurring filter business.

The revenue stream is making steady growth with focus on accessories, power solutions and contract business. This has not only paid off to Whirlpool through improved business but also allowed the service partner to mitigate their cost.

HUMAN RESOURCES - Winning through People

In 2013-14 the Human Resource function played a crucial role in partnering with business to deal with a tough business scenario. The key focus was to keep the workforce engaged, retain key talent and build capability.

To win at the marketplace, we invested heavily on the sales force capability development. Through the initiative of i-Grow, this initiative not only resulted in significant improvement in the front end sales manager''s engagement levels but also sustaining high spirit of winning in sales force.

Our commitment towards building leaders was evident in designing career paths for young leaders and supporting it with multiple developmental initiatives. The Whirlpool Service Academy trained more than 1,200 engineers to enhance their engineering skills.

Our sustained people efforts were recognized by employees as well as by the external world. The engagement scores improved to 85% and Whirlpool was also recognized as top 5 Great Place to Work in manufacturing sector and Best Company on Employer Branding by Great Place to Work Institute.

FINANCE AND ACCOUNTS

In 2013-14 the fiscal, Macro Economics environment continue to remain challenging with high Inflation, decline in GDP growth from 5 points to 4.5 points, significant increase in consumer prices leading to negative consumer sentiments. As a result, the declining trend continued for the 3rd year in the consumer durables industry.

Against this background, your Company performance has been very encouraging with 2.5% increase in net income vs. previous year, however overall cost challenges impacted Profit before tax which declined by 2.8% compared to previous year. We continue to remain one of the most profitable company in our Industry.

In this highly inflationary and declining demand environment your Company''s key focus was on introduction of new innovative products in the market and implementation of strong cost take out programs. The new product line structure and mix management helped the Company in maintaining / improving overall Profitability. In this tough operating environment, effective working capital management helped in higher generation of Cash for the Company, part of which was utilized Platform up gradation and other Capex initiatives.

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Article 115 of the Articles of Association of the Company Mr. Anil Berera and Mr. Anand Bhatia retire by rotation and being eligible offer themselves for re-appointment.

Mr. Anil Berera is Whole time Director of the company and key managerial person designated as Executive Director – Finance & Chief Financial Officer. He is a Bachelor in commerce and Chartered Accountant with over 30 years of rich working experience in finance, accounts, treasury, taxation and general management. He joined the Company in March 2007 as Chief Financial Officer for India Operations and was promoted as Chief Financial Officer & Vice President (Asia South). He has held several key positions in finance and accounts in many organizations including Gillette, Becton Dickinson and PricewaterhouseCoopers. He is not a Director in any other Company.

Mr. Anand Bhatia is an Independent non Executive Director of the Company and is an Economics graduate from Cambridge University (U.K). He has over 30 years of working experience at senior level with Unilever Plc worldwide. Currently he is a director in (1) EID parry (India) Limited (2) HGS Private Limited (3) Sowar Private Limited. He is on your Board since 2001 and is also the Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Mr. Anand Bhatia being a non executive independent director is liable to retire by rotation as of now, impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Anand Bhatia as Independent Director for five consecutive years for a term up to 31st March, 2019.

Ms. Sonu Bhasin was appointed as an Additional Director of the Company effective from 4th February, 2014, pursuant to the provisions of Article 107 of the Articles of Association of the Company read with section 260 of the Companies Act, 1956 (Now Section 161(1) of the Companies Act, 2013). Ms. Sonu Bhasin holds office up to the date of the forthcoming Annual General Meeting of the Company and a notice has been received proposing Ms. Sonu Bhasin as a candidate for the office of Director of the Company.

Ms. Sonu Bhasin is a B.Sc. from St. Stephen''s College, Delhi University and an MBA from Faculty of Management Studies, Delhi University. She has over 27 years of experience working in various Leadership positions in organizations like Tata group, ING Vysya Bank, Axis Bank, Yes Bank etc. Currently she is working as Chief Operating Officer with Tata Capital Limited. She is on your Board from February 2014.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Sanjiv Verma and Mr. Simon J Scarff as Independent Directors for five consecutive years for a term up to 31st March, 2019. Details of the proposal for appointment of Mr. Sanjiv Verma and Mr. Simon J Scarff are mentioned in the explanatory statement under Section 102 of the Companies Act, 2013 of the Notice of the 53rd Annual General Meeting.

Mr. Sanjiv Verma (holding DIN 00079498) is an engineering graduate from IIT. He has over 23 years of experience working in various leadership positions. At present he is the CEO of Embrace Innovations. His previous assignments have included CEO of Davita India, and prior to that General Manager South East Asia and Managing Director of Baxter Healthcare. His strengths lie in strategic thinking and tactical skills for business growth and profitability. His leadership skills include analytical abilities and people management in multinational and multicultural environment. He has experience of the ''not for profit'' sector as founder trustee of an NGO in chronic healthcare. He has been on your board since 2009, and is also a member of the Audit committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee.

Mr. Simon J Scarff is an Independent Non Executive Director of the company. He worked for over 23 years with Smithkline in various capacities and had last served as Non Executive Director & Chairman of GlaxoSmithKline Consumer Healthcare Limited up to 30th April 2013. In 1999 he was awarded the prestigious honour of the Officer of the Order of the British Empire by Her Majesty, The Queen of England. He is on the Board of your Company since 2001 and is also a member of the Audit Committee and Nomination & Remuneration Committee.

None of the directors proposed for appointment or re-appointment are holding any shares/ convertible instruments of the Company.

AUDITORS

The Audit Committee has recommended to the Board, the re-appointment of M/s S. R. Batliboi & Co. LLP, the present Auditors of the Company as statutory auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of 56th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at the subsequent Annual General Meetings and the necessary resolution for their re-appointment as statutory auditors is placed before the shareholders at the 53rd Annual General Meeting.

FIXED DEPOSITS

As at 31st March 2014, no Fixed Deposits was held by the Company.

LISTING OF SHARES

Company''s equity shares are listed at Bombay Stock Exchange Ltd. and National Stock Exchange Ltd.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:- Mr. Anand Bhatia, Chairman - Independent Director Mr. Simon J. Scarff, Member - Independent Director Mr. Sanjiv Verma, Member - Independent Director Mr. Anil Berera, Member - Executive Director

Mr. Anand Bhatia, 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.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The Directors have 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 or loss of the company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 205C of the Companies Act, 1956, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

INSURANCE

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

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

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of

particulars in the report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto (Annexure B) and form part of this report.

PERSONNEL

As required by the provisions of Section 217 (2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure C to this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary either at the registered office or Corporate Office of the Company.

ACKNOWLEDGEMENT

The Company''s growth has been achieved by continued support from all its stakeholders. The Company''s partners, different Stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Company''s success. Your Directors wish to place on record their sincere thanks to these partners. The Directors'' would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Place of signature : Gurgaon Anil Berera Arvind Uppal

Date : May 19, 2014 [Executive Director & [Chairman & Chief Financial Officer] Managing Director] DIN 00306485 DIN 00104992


Mar 31, 2013

The Directors'' are pleased to present their 52nd Annual Report and Audited Accounts for the year ended 31st March 2013 Financial Results

(Rs. in lacs)

Particulars For the year ended

March 31, 2013 March 31, 2012

Sales/ Income from operations (including excise duty) 3,03,650 2,85,047

Other Income 2,366 1,230

Profit/ (Loss) before Interest, Depreciation, Extraordinary items & Tax 24,249 23,539

Interest (300) (438)

Depreciation (6,032) (4,970)

Profit/ (Loss) before tax 17,917 18,131

Provision for Tax (including deferred tax and wealth tax) (5,142) (5,758)

Net Profit/ (Loss) for the year 12,775 12,373

Credit/ (Debit) Balance B/F from previous year 18,396 11,575

Profit available for appropriation 31,171 23,948

Interim Dividend on Preference Shares - (142)

Tax on Dividend - (26)

Transfer to Capital Redemption Reserve - (5,385)

Surplus/ (Deficit) carried to Balance Sheet 31,171 18,396

Performance of the Company

During the year ended March 31, 2013 the sales (including excise duty) of the Company, was Rs.3,03,650 Lacs as compared to last year''s sales of Rs.2,85,047 Lacs up by 6.5%. Profit before tax was Rs.17,917 Lacs as compared to corresponding profit of Rs.18,131 Lacs in the previous year.

Dividend

No Dividend on equity shares has been recommended by the Board for the year ended 31st March 2013 considering the future capital investment plans of the Company.

Management Discussion and Analysis Report (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is a part of this Report.

SALES & MARKETING

Financial Year 2012-2013 witnessed a severe contraction of demand for Consumer Durables in general and Home Appliances in particular, continuing a trend that started in the previous financial year. Three factors contributed to demand slowing down. First, food inflation continued to be high through all of 2012-13. Second, in spite of slowing demand commodity and fuel inflation did not abate resulting in frequent increases in the price of products. Finally, depreciation of the rupee was a key factor that led to further price increases. In the final analysis, the twin impact of shrinking disposable income and high cost of goods led to deferment of purchase of items like appliances and other durables, which essentially are discretionary in nature. This was reflected in the Index of Industrial Production, the country''s primary barometer for factory output, where production in the Consumer Durable sector has consistently been in negative territory.

In addition to the adverse macro economic factors, the brief summer witnessed in 2012 did not help. Summer accounts for approximately 40 % of annual sales. However, late onset of summer in most parts of the country led to lower offtake of summer products like Refrigerators and Air Conditioners with most retailers reporting no growth in the year''s most salient season.

Despite these headwinds, your company was able to outperform the industry on the back of successful product launches. The company had launched a slew of new products across 6 categories - Refrigerators, Washing Machines, Air Conditioners, Microwave, Water Purifiers and Built-in kitchen appliances in 2012. A key feature of the April 2012 product launch was the emphasis on premium and super premium segments, an area that your company sees as an opportunity and on which it will allocate resources in the quarters to follow. Some of the products launched are described below.

1. Neo I-Chill Frost Free Refrigerators with a unique Deep Freeze Technology which cools 50% faster

2. IceMagic Direct Cool Refrigerators, which makes ice 40% faster

3. WhiteMagic 1-2-3 Nxt with new and advanced 6th Sense technology, that removes 16 types of stains

4. A suite of Built-in kitchen appliances designed in Europe including Coffee maker, Oven, Microwave Oven, Hob, Hood and Dishwasher. This product range targets the super premium segment of home appliances with their sleek design and latest technology.

5. Purafresh range of wall mounted RO Water Purifiers with MES (Mineral Enhancement System) which adds back essential minerals after the purification process is completed.

6. MagiCook 1-2-3 Microwave Oven with simplified, sequential user interface and 64 auto-cook menus, highest in the 20 L segment.

The new product line-up is a consequence of incisive consumer insights drawn from extensive market research and testing. Combined with Whirlpool''s intuitive and intelligent ''6th Sense'' technology, the new range of products contains a high degree of consumer-relevant innovation and comes with Whirlpool''s assurance of high performance, design and quality. The new portfolio supported by investment in advertising and promotion, enabled your company to expand distribution and grow market share. Alternate channels of distribution were explored for Water Purifier. While retaining presence in the appliance trade, your company leveraged the service channel to introduce a Direct-to-Home business model.

Brand presence was augmented in the digital space, where the reach and involvement of premium end consumers is high. This medium will be leveraged innovatively to receive a higher share of advertising dollars. The first step in this direction has been to revamp the brand''s website and enable e-commerce for a limited set of products, primarily accessories and consumables.

INTERNATIONAL BUSINESS

During the year under review, the export business of the Company achieved a turnover of Rs.185 Cr which represents flat growth over last year. Given the exceptionally difficult demand conditions and volatile currency situation in international markets, particularly Australia and Europe, this achievement is commendable.

Neighbouring markets in SAARC region performed well. Over the last few years, this region has grown consistently and today accounts for almost half our export turnover. Nepal and Bangladesh, in particular, witnessed high growths of 50% . In Nepal, Whirlpool opened Exclusive Brand Outlets which has provided a fillip to the brand''s visibility. In Bangladesh the company signed up with new distributors and embarked on a project to significantly expand retail coverage.

Sharp focus on market development and partnership with stakeholders continues in our strong markets of Australia and Sri Lanka. Despite sharp contraction in demand in both these markets, Whirlpools brand strength helped in holding volumes to previous year''s level.

Your company has also started business in Thailand with the launch of Neo I-Chill Frost Free Refrigerators which we see as a source of immense growth. Plans are afoot to launch the range in Philippines too, in the near future. We have seen renewed interest from partners in Middle East & Africa, after the Neo I-Chill refrigerators were introduced in Dubai. We have reason to believe that the new Frost Free range will generate healthy demand in most of our export markets.

Going forward, the Company remains very optimistic about the prospects of the Exports business. The I-Chill and IceMagic range, with its international aesthetics and world class quality, presents an opportunity to expand our business in several markets and deliver high growth in the coming year.

CONSUMER SERVICES

In the year under review, your company invested substantial resources to ensure that the quality of service delivery can qualify as "Best in Class". The investment was in two areas: expansion of service network and training. The establishment and inauguration of a state-of-the-art training centre exclusively for Service personnel called "Whirlpool Service Academy" is a tangible manifestation of the function''s intent and commitment to deliver a positive customer experience. Uncompromising Customer Care (UCC), a pioneering initiative copied by others in the industry, has been expanded and is not only delivering good results and helping us differentiate our service offering in the market place.

The revenue stream of Consumer Service is growing steadily as a result of addition of new value added accessories to our catalogue. More importantly, we have a healthy innovation pipeline and are confident that the new products we launch will create value for both consumers and company.

As mentioned earlier, the service network is leveraged to establish a Direct to Home business model for Water Purifiers. The need for water testing, product detailing, product demonstration and filter replenishment makes this an ideal channel to grow your company''s water business. Indeed, the intention of the service function is to use its vast network to knock on doors beyond existing Whirlpool homes, using water products as a bridge to forge new relationships and adding value by offering consumers the right solution for their water problems.

HUMAN RESOURCES

The year 2012-13 saw the Human Resource function partner strongly with the business to manage the hostile business environment. The foremost priority of the HR team was to sustain the Spirit of Winning, key drivers of which were talent retention, capability development, culture and communication.

HR rallied and aligned the organisation around the company''s long term strategy and short term imperatives. The goal setting process was deployed through your company''s online system and reinforced through cross functional meets to build common understanding and drive excellence.

Career architecture frameworks were specifically designed and deployed in the organisation to bring visibility and clarity to individuals careers. Growth opportunities were created and the year saw 80% more role changes than the previous year. Improving Managerial Effectiveness, a key management competency, continued to receive extraordinary focus. Specific feedback on one''s managerial ability was gathered through a managerial skill survey, followed by a skill building workshop where 150 managers were trained to become better and more effective supervisors. These initiatives helped your company get a healthy score on Managerial Skills and helped increase Employee Engagement scores as well.

Employee Engagement initiatives acquired a greater sense of purpose too. Focus group discussions were conducted across the country and employee centric action plans were initiated. The quarterly ''Everyone Connect'' teleconference which connects every employee across the country to the Leadership remains a key platform for periodic two-way communication. The interactive intranet site ''W-Connect'' continues to be a popular forum for employees to express themselves.

Our commitment towards grooming young leaders found expression in the Emerging Leader Development Program meant for first-time people managers. The Critical Thinking and Communication Skills Workshop and Project Management Course were continued to enhance execution capability. Specific focus was applied on improving "Art of People Assessment - Interviewing Capability".

Indeed, the initiatives outlined above resulted in an increase in Employee Engagement Score to 83%, placing Whirlpool of India Limited, amongst the highest in the Whirlpool world.

FINANCE AND ACCOUNTS

The 2012-13 fiscal was a tough year for the consumer durables industry. Macro Economic indicator continue to be negative. GDP growth down from 6.5 points to 5.0 points, has resulted in slow down in Industry and low demand. In addition, sharp devaluation of the rupee and unabated commodity inflation spiked up input costs that necessitated frequent pricing actions, further softening demand. As a result, the consumer durables industry continue to be declining trend for 2nd consecutive year.

Against this background, your Company''s net income were up by 4.7% versus the previous year and profit before tax was marginally down by 1.2% due to higher operation cost led by Inflation. Under the extremely challenging business environment described earlier, this is a very creditable performance with overall profitability and fiscal management still being the best in the industry.

In view of demand being low, your Company continues to focus on Cost and Cash. Several actions were taken to improve volume and category mix. All new product launches were made to improve market share and volume. Relentless pressure was applied on controlling discretionary expenditure and working capital management. Cash generation from operations remained strong even in this volatile environment, enabling your Company to finance planned investments internally without recourse to external debts. Indeed, your Company has invested over Rs.80 Crore in platform upgrades to produce more energy efficient and superior performing appliances.

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Article 115 of the Articles of Association of the Company, Mr. Simon J Scarff and Mr. Sanjiv Verma retire by rotation and being eligible offer themselves for reappointment.

Mr. Simon J Scarff, is an Independent Non Executive Director of the company. He worked for over 23 years with Smithkline in various capacities and had last served as Non Executive Director & Chairman of GlaxoSmithKline Consumer Healthcare Limited up to 30th April 2013. In 1999 he was awarded the prestigious honour of the Officer of the Order of the British Empire by Her Majesty, The Queen of England. He is on the Board of your Company since 2001 and is also a member of the Audit Committee and Remuneration Committee.

Mr. Sanjiv Verma is an Engineering Graduate from Indian Institute of Technology (IIT). He has over 27 years of experience working in various leadership positions. His last assignment was as General Manager India and SEA, & Managing Director Baxter India. Currently he is a Director of J. V. D. Health Pvt. Ltd. He is Founder Trustee of Chronic Health Care Foundation of India. His key strengths are Strategic thinking and influencing skills for business growth and profitability, Business Leadership skills, Analytical capabilities, People Management in a multicultural, multinational environment. He is on your Board since 2009 and is also a member of the Audit Committee and Remuneration Committee.

The current tenure of Mr. Arvind Uppal as Chairman and Managing Director expired on 31st March 2013 and has been re- appointed by the Board of Directors with effect from 1st April 2013 for a period of three years subject to approval of shareholders in the ensuing Annual General Meeting. Mr. Arvind Uppal was appointed as a Managing Director for a period of three years with effect from February 16, 2005 which was renewed further for three years by the shareholders in its Annual General Meeting held on 18th September 2008 and 19th July 2010 respectively. He was appointed as Chairman of your Company with effect from 27th January 2010. Mr. Arvind Uppal is a B.Tech from IIT Delhi and is a post graduate in Management from the Faculty of Management Studies, Delhi. He has over 25 years of experience in Business Development, International Marketing and General Management. Prior to joining Whirlpool he was with Nestle in India and overseas. He is a Director in two other Indian companies, i.e. Tuscan Ventures Private Limited, Akzo Nobel India Limited.

AUDITORS

Members are requested to appoint Auditors for the current year on a remuneration to be fixed by the Board as per the Notice for the Annual General Meeting. M/s S. R. Batliboi & Co. LLP, the present Auditors of the Company. M/s S. R. Batliboi & Co. LLP have furnished a certificate of their eligibility for reappointment under Section 224 (1B) of the Companies Act, 1956. The Board recommends their reappointment as Auditors for the Financial Year 2013-14.

The Board has taken note of the observations and remarks made by the Auditors in their Report on Statutory payments.

The observation made by auditors on slight delay in payment of statutory dues is self explanatory. The Company has taken effective steps to streamline the statutory payments.

FIXED DEPOSITS

As at 31st March 2013, no Fixed Deposits was held by the Company.

LISTING OF SHARES

Company''s equity shares are listed at Bombay Stock Exchange Ltd. and National Stock Exchange Ltd.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:-

Mr. Anand Bhatia, Chairman - Independent Director

Mr. Simon J. Scarff, Member - Independent Director

Mr. Sanjiv Verma, Member - Independent Director

Mr. Anil Berera, Member - Executive Director

Mr. Anand Bhatia, 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.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The directors have 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 or loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 205C of the Companies Act, 1956, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

INSURANCE

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

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

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto (Annexure B) and form part of this report.

PERSONNEL

As required by the provisions of Section 217 (2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure C to this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary either at the registered office or Corporate Office of the Company.

ACKNOWLEDGEMENT

The Company''s growth has been achieved by continued support from all its stakeholders. The Company''s partners- different stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Company''s success. Your Directors wish to place on record their sincere thanks to these partners. The Directors'' would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Place : Gurgaon Anil Berera Arvind Uppal

Date: May 14, 2013 [Whole Time Director] [Chairman & Managing Director]

DIN 00306485 DIN 00104992


Mar 31, 2012

The Directors' are pleased to present their 51st Annual Report and Audited Accounts for the year ended March 31, 2012.

Financial Results

(Rs. in lacs)

Particulars For the year ended

March 31, 2012 March 31, 2011

Sales/ Income from operations (including excise duty) 285,047 289,912

Other Income 1,230 2,580

Profit/ (Loss) before Interest, Depreciation, Extraordinary items & Tax 23,539 28,940

Finance Cost (438) (565)

Depreciation (4,970) (4,451)

Profit before Tax 18,131 23,924

Provision for Tax (including deferred tax) (5,758) (7,321)

Net Profit/ (Loss) for the year 12,373 16,603

Credit/ (Debit) Balance B/F from previous year 11,575 5,969

Profit available for appropriation 23,948 22,572

Interim Dividend on Preference Shares (142) (457)

Proposed Dividend on Preference Shares - (539)

Tax on Dividend (26) (152)

Transfer to Capital Redemption Reserve (5,385) (9,849)

Surplus/ (Deficit) carried to Balance Sheet 18,396 11,575

Performance of the Company

During the year ended March 31, 2012 the sales of the Company, was Rs.285,047 Lacs as compared to last year's sales of 289,912 Lacs down by 1.7%. Profit before tax was Rs.18,131 Lacs as compared to corresponding profit of Rs.23,924 Lacs in the previous year. The marginal decline in turnover was due to flat to negative industry growth.

Dividend

No Dividend on equity shares has been recommended by Board for the year ended 31st March 2012 considering the future capital investment plans of the Company.

The Company declared an interim dividend on preference shares @Rs.1 per share amounting to Rs.141.63 Lacs along with final redemption of 53,850,000 preference shares which was paid to the shareholder along with the redemption amount on pro rata basis till the date of redemption. The shareholders may declare the interim dividend as final dividend.

Preference Shares

The Company had issued 15,23,42,500 10% Redeemable Non-Convertible Cumulative Preference Shares of Rs.10 each to Whirlpool Canada Holding Company in the year 2005 redeemable at the end of twenty years with call and put options for redemption to the Company and Shareholder respectively.

The Company had already redeemed 9,84,92,500 Preference Shares on request of the shareholder using the put option up to the financial year ended 31st March 2011.

During the financial year ended 31st March 2012, your Board of Directors in its meeting held on 09th May 2011 approved the redemption of the balance 5,38,50,000 10% Redeemable non convertible Cumulative preference shares of Rs.10 each along with pro-rata dividend till the date of redemption. The Preference shares were fully redeemed and payment was made on 6th July 2011 to the shareholder along with pro rata dividend.

Management Discussion and Analysis Report (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is a part of this Report.

Sales & Marketing

The year 2011- 2012 was a challenging year for the consumer durable industry, arising from a host of macro-economic factors. The economy witnessed a slowdown in GDP growth, compounded by rising interest rates necessitated to control inflation, which put pressure on household disposable income. Further, unabated commodity inflation necessitated frequent price increases adversely impacting demand. As a result, the home appliance industry experienced negative growth rates of 5% and 17% in the second and third quarter of 2011 respectively and the market remained flat to negative for the financial year.

During this period, your Company focused relentlessly on cost, productivity and sales mix to protect short term profitability while continuing to make appropriate investment for new product launches and innovations to drive long term share and profitability. Over the recent past, your Company invested over Rs.100 crore in platform upgrades to produce better energy efficient and superior performing appliances. This investment will enable your Company to revamp almost 70% of its portfolio which would be Best-in-Class with respect to meeting consumers' needs in terms of core performance, style, and energy/resource efficiency.

During the year, your Company launched the following products:- - A 8 kg high-performance top load washing machine with 3600 variator plate technology (VARI) to provide a wash performance better than a front load machine while offering the convenience of a top load machine. The product met with instant success and has become a leader in its segment.

- A 3-Door 440 L Frost Free Refrigerator under the "Protton World Series" range.

- The ACE Wash Station range was expanded to include capacities of 6. 8 Kg & 7.0 Kg and were well appreciated by trade and consumers. The product helped in creating a wider distribution footprint for the Company's washing machines in smaller towns.

- "Built-in Kitchen Appliances" targeted towards the mass and premium segments. These high end appliances will improve the imagery of the brand. The products will be distributed through Kitchen Manufacturers in selected cities.

In March 2012, your Company announced the launch of 160 SKU's in 6 categories which would enter stores in a phased manner in the next 3-6 months. As a part of this range two new Refrigerator models in 190 L & 215 L capacities in 48 SKUs was launched in March 2012 and will be the key driver to grow market share in the fastest growing segment of Direct Cool Refrigerators. The initial response has been very positive.

Expansion of distribution is fundamental in a developing country like India. The products launched in March 2012 were unveiled across 120 locations through Dealer Meets, which act as a forum for sub-dealers to see the new products and interact with Company officials. This event since 2009, has been a regular feature of Whirlpool's strategy of partnering with trade - not only strengthens the bond with our existing customers but helps enlisting new dealers.

Home Shopping has become a significant channel in our country. Your Company was among the first in home appliances to enter this channel. A significant part of our Microwave volume comes from this channel.

Exports

During the year under review, the export business of your Company achieved a turnover of Rs.188 Crores which represents 11% growth over last year. Given the difficult demand conditions and volatile currency situation in international markets, this achievement is commendable.

The neighboring markets in SAARC region performed excellently and delivered a sales growth of over 50%. This is the second consecutive year of exponential growth resulting in doubling of business in 3 years. A special mention should be made of Sri Lanka and Nepal markets which have shown exceptional growth. In Sri Lanka expansion of distribution and aggressive promotional activity resulted in high growth while structural network changes in Nepal combined with consumer relevant products have delivered growth. During the year Whirlpool brand shops were also inaugurated in prime locations of Kathmandu city. In Bangladesh, Whirlpool Microwaves gained consumer acceptance and are becoming increasingly popular.

In line with our government's focus on diversifying our export markets, your Company has made an aggressive foray into South America. Today your Company's products are available in Peru, Bolivia, Argentina, Chile, and Caribbean Islands. Your Company is also striving to tap unexplored potential in many Middle East and African markets which are relatively under penetrated.

Apart from the above, our traditional focus on key markets like Australia continues to remain strong. During the last Financial Year your Company has developed highly advanced products for the Australian market, both in terms of product design and energy efficiency. Several innovative features specifically for Australian consumers have been built into these products This is expected to pay rich dividends in the coming year.

Another new development is the export of Air Conditioner, which has made a modest beginning in the last financial year. Air Conditioners is the fastest growing category in many emerging markets and has the potential to become a significant export business over the next few years.

Going forward, your Company remains very optimistic about the new range of Refrigerators being rolled out in India in 2012, which is in line with latest international trends in aesthetics, features and energy efficiency. This is expected to spur a higher growth in our international business during Financial Year 2012-13 and beyond.

Consumer Services

Your company has continued to focus on providing the best in class service. Uncompromising Customer Care (UCC), launched in 2009-10 has now been expanded to major cities across the country. The current coverage is 85% of registered calls. There hasbeen a significant improvement in the UCC scores across the country. This process is a unique innovation and a critical brand differentiator, widely accepted by trade partners and valued by consumers.

During the last financial year, several Best-in-Class service projects were initiated. One such is the establishment of a Training Academy to cater to the training needs of Service Engineers focusing both on technical and soft skills training. The number of man days on training has gone up significantly and there is a positive change in the quality of service rendered, validated by the improvement in trade satisfaction survey carried out in every region.

The Service business continues to generate revenue and profits for your Company. Innovation played a huge role in the business contribution of 2011-12 with products like batteries, liquid detergents etc. delivering the units revenue goals. The innovation pipeline is healthy and new products should help the function deliver breakthrough results in the 2012-13 period.

Human Resources

The year 2011-12 saw your Company improve its reputation further as an 'Employer of Choice'. Whirlpool was not only ranked as one of the 'Best Employers in India 2011', but also - for the first time - we got recognized beyond national boundaries to be ranked as one of the 'Best Employers in Asia Pacific 2011' by the AON Hewitt Best Employers study. The Employee Engagement Score (EES) of 82% for Whirlpool of India Limited continued to be one of the highest in the Whirlpool world. The high level of workforce engagement helped drive critical business levers.

Given the dynamic business environment, the Human Resource team focused on creatively managing talent retention, capability development, culture and communication. The endeavor was to boost employee morale so as to sustain the Spirit of Winning.

We strengthened the embedment of 'Extraordinary Performance and Results' by taking it online and continued to provide our key players and critical position holders with differentiated compensation and growth opportunities. Nearly 35% more role changes and growth opportunities were provided to employees to deliver on our value proposition of 'Early Differentiated Roles'.

Managerial Effectiveness was identified as a key focus area to drive higher productivity and engagement levels. As the first step, over 100 people managers were provided specific feedback on their managerial ability through a managerial skill survey. Furthermore, every people manager in the organization will be taken through a 'Leading People @ Whirlpool' program. Nearly 40 employees have already participated in this program. Apart from this, almost 180 people managers were trained in the 'Art of Dialoguing' workshops to enable them to conduct career and performance conversations.

To sustain 'connect' with employees across levels, the Employee Engagement initiatives acquired a greater sense of purpose. Focus group discussions were conducted across the country and employee centric action plans were drawn out and are currently under implementation. The HR team organized several employee connect initiatives through quarterly 'Everyone Connect' calls and skip meetings. The reward & recognition program was renewed to empower senior managers and enable them to recognize and celebrate success. The interactive employee intranet site 'W connect' was continuously leveraged to give each employee a forum to express their voice.

Key Organizational Capability Building initiatives such as Organization Leadership Development Program (for Directors and Senior Directors), Emerging Leader Development Program (for first time people managers) were successfully concluded to gear up the organization for a high growth agenda. We also continued the Project Management and Change Management programs to enhance execution capability. All managers were covered in the 'Foundations of Whirlpool' online courses. These courses enable employees to understand your Company's values and objectives, as well as fundamental operational capabilities. Apart from this, we continuously encourage managers to leverage Whirlpool University for virtual learning and self development.

Apart from HR initiatives, the team also partnered in the business agenda by conducting a cutting edge international workshop on 'Innovation' where relevant members were trained on tools & techniques for practicing innovation. Finally, a key initiative called 'Customer First' was launched to sensitize employees and build a culture of customer centricity.

Finance and Accounts

The 2011-12 fiscal was a tough year for the consumer durables industry. During the last year and till date, we witnessed low demand because of slow down in GDP growth, supply constrained inflation, high interest rates and mounting fiscal deficit. In addition, sharp devaluation of the rupee and unabated commodity inflation spiked up input costs that necessitated frequent pricing actions, further softening demand. As a result, the consumer durables industry declined.

Against this background, your Company's net sales were marginally lower by 1.68% versus the previous year and profit from operations was down by 24%. Under the extremely challenging business environment described earlier, this is a very creditable performance with overall profitability and fiscal management still being the best in the industry.

In view of demand being low, your Company focused on Cost and Cash. Several actions were taken to improve volume and category mix, augment export revenue, and revise pricing to offset rising input costs. Relentless pressure was applied on controlling discretionary expenditure and working capital management. Cash generation from operations remained strong even in this volatile environment, enabling your Company to finance planned investments internally without recourse to external debts. Indeed, your Company has invested over Rs.100 Crores in platform upgrades to produce more energy efficient and superior performing appliances.

Directors

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Article 115 of the Articles of Association of the Company Mr. Arvind Uppal and Mr. Anand Bhatia retire by rotation and being eligible offer themselves for reappointment.

Mr. Anand Bhatia, Independent Non Executive Director of the Company is an Economics graduate from Cambridge University (U.K). He has over 30 years of working experience at senior level with Unilever plc worldwide. Currently he is a Director in (1) EID Parry (India) Limited (2) HGS Private Limited (3) Sowar Private Limited. He is on your Board since 2001 and is also the Chairman of the Audit Committee, Remuneration Committee and Shareholders Grievance Committee.

Mr. Arvind Uppal was appointed as Managing Director of the Company effective from February 16, 2005. Mr. Arvind Uppal is a B.Tech from IIT Delhi and is a post graduate in Management from the Faculty of Management Studies, Delhi. He has over 25 years of experience in Business Development, International Marketing and General Management. Prior to joining Whirlpool he was with Nestle in India and overseas. He was appointed as Chairman of your Company effective from 27th January 2010. He is a Director in two other Indian Companies, i.e. Tuscan Ventures Private Limited & Akzo Nobel India Limited. Currently he is Chairman & Managing Director of Whirlpool of India Limited.

During the year Mr. Robert Lawrence Mink resigned from Board effective from 31st August 2011 and Mr. Syed Shahzad Akhtar resigned from Board effective from 31st March 2012.

Mr. Anil Berera, aged 52 years is Bachelor in commerce and Chartered Accountant with over 30 years of rich working experience in finance, accounts, treasury, taxation and general management. He joined the Company in March 2007 as Chief Financial Officer for India Operations and was promoted as Chief Financial Officer & Vice President (Asia South). He has held several key positions in finance and accounts in many organizations including Price Water House Coopers, Gillette and Becton Dickinson. He is not a Director in any other Company.

Mr. Vikas Singhal has been appointed as Whole Time Director of the Company effective 8th May, 2012. Mr. Vikas Singhal aged 45 years has over 23 years of rich and diverse experience, working with top notch global organizations. He began his carrier as a graduate trainee with Carrier Aircon, the global leader in Refrigeration & Air Conditioning. Subsequently he was with Delphi Automotives, Owens Brockway and Piramal Enterprises in various leadership positions. Previous to joining Whirlpool, he served as V.P. Manufacturing and Technology - Piramal Enterprises- Glass Division. Ranging from Manufacturing Operations to Supply Chain, Project Management, New Business Development, Vikas has dealt with a broad continuum of business facets. He holds a B.Tech degree in Industrial Engineering from IIT Roorkee and a PGDBM from XLRI Jamshedpur. He has been in Whirlpool for 7 years. He was also a Director of the Company from July 2008 to March 2010. He is not a Director in any other Company.

Mr. Anil Berera and Mr. Vikas Singhal vacate the office of Director at this Annual General Meeting. The Board considers that it would be in the interest of the Company to appoint Mr. Anil Berera and Mr. Vikas Singhal as a Whole Time Director of the Company. Shareholders' approval is sought as a special resolution for the appointment and approval of remuneration for Mr. Anil Berera and Mr. Vikas Singhal.

Auditors

Members are requested to appoint Auditors for the current year on a remuneration to be fixed by the Board as per Item No. 5 of the Notice for the Annual General Meeting. M/s S. R. Batliboi & Co., the present Auditors of the Company have, under Section 224 (1B) of the Companies Act, 1956 furnished a certificate of their eligibility for reappointment. The Board recommends their reappointment as Auditors for the Financial Year 2012-13.

The Board has taken note of the observations and remarks made by the Auditors in their Report on Statutory payments.

The observation made by auditors on slight delay in payment of statutory dues is self explanatory. The Company has taken effective steps to streamline the statutory payments.

Fixed Deposits

As at 31st March 2012, no Fixed Deposits was held by the Company.

Listing of Shares

Company's equity shares are listed at Bombay Stock Exchange and National Stock Exchange.

Audit Committee

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:-



Mr. Anand Bhatia, Chairman - Independent Director

Mr. Simon J. Scarff, Member - Independent Director

Mr. Sanjiv Verma, Member - Independent Director

Mr. Anil Berera, Member - Executive Director

Mr. Anand Bhatia, 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 , Executive Director and Cost Auditor to attend the meeting as and when required.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

Directors' Responsibility Statement

The Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The directors have 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 or loss of the Company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis.

Transfer to Investor Education and Protection Fund

In terms of the provisions of Section 205C of the Companies Act, 1956, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

Corporate Governance

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

Insurance

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto (Annexure B) and form part of this report.

Personnel

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure C to this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors' Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary either at the registered office or Corporate Office of the Company.

Acknowledgement

The Company's growth has been achieved by continued support from all its stakeholders. The Company's stakeholders - Partners, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions - have been instrumental in the Company's success. Your Directors wish to place on record their sincere thanks to these partners. The Directors' would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Place : Gurgaon Anil Berera Arvind Uppal

Date: May 8, 2012 [Whole Time Director] [Chairman & Managing Director]

DIN 00306485 DIN 00104992


Mar 31, 2011

The Directors are pleased to present their 50th Annual Report and Audited Accounts for the year ended March 31, 2011.

Financial Results

(Rs. in lacs) Particulars For the year ended

March March 31, 2011 31, 2010

Sales/ Income from operations (including excise duty & Discounts) 327,566 268,030

Other Income 2,812 2,338

Profit/ (Loss) before Interest, Depreciation, Extraordinary items & Tax 28,940 26,456

Interest (565) (827)

Depreciation (4,451) (3,968)

Profit/ (Loss) before Extraordinary

Items & Tax 23,924 21,661

Voluntary Retirement Compensation (including amortization of previous year) -- (940)

Profit/ (Loss) before tax 23,924 20,721

Provision for Tax (including deferred tax and wealth tax) (7,321) (6,219)

Net Profit/ (Loss) for the year 16,603 14,502

Credit/ (Debit) Balance B/F from previous year 5,969 <82)

Profit available for appropriation 22,572 14,420

Interim Dividend on

Preference Shares (457) (4,177)

Proposed Dividend on Preference Shares (539) (3,047)

Tax on Dividend (152) (1,227)

Transfer to Capital Redemption Reserve (9,849) --

Surplus/ (Deficit) carried to Balance Sheet 11,575 5,969

Performance of the Company

During the year ended March 31, 2011 the sales of the Company, was Rs. 327,566 Lacs, up by 22%. Profit before tax and extra ordinary items was Rs. 23,924 Lacs as compared to corresponding profit of Rs. 21,661 Lacs in the previous year. The performance of the Company during the year surpassed all its previous milestones of turnover, profit, cash generation. This performance has been achieved by focusing on new product launches, product mix, management, effective working capital management and cost effective initiatives.

Dividend

Dividend on equity shares is not recommended for the year ended March 31, 2011 as your management had to first redeem 15,23,42,500 10% Redeemable non convertible Cumulative preference shares of Rs.10 each with call and put option for redemption.

The Board of Directors declared an interim dividend on 10% Redeemable non convertible Cumulative preference shares of Rs. 10 each, for the financial year ended March 31, 2011 @Rs. 1 per share on redemption of 9,84,92,500 preference shares which was paid to the shareholder along with the redemption amount aggregating to Rs. 457.43 Lacs. The Board has recommended a final dividend on balance 5,38,50,000 10% Redeemable non convertible Cumulative preference shares of Rs. 10 each for the financial year ended March 31, 2011 @Rs. 1 per share aggregating to Rs. 538.50 Lacs.

Preference Shares

The Company had issued 15,23,42,500 10% Redeemable Non-Convertible Cumulative Preference Shares of Rs. 10 each to Whirlpool Canada Holding Company in the year 2005 redeemable at the end of twenty years with call and put options for redemption to the Company and Shareholder respectively.

The Company had redeemed 9,84,92,500 Preference Shares on request of the shareholder using the put option and payment was made to the preference shareholders along with pro-rata dividend till the date of redemption during the financial year.

Your Board of Directors have passed a resolution in its meeting held on May 09, 2011 to redeem the balance 5,38,50,000 10% Redeemable non convertible Cumulative preference shares of Rs. 10 each along with pro-rata dividend till the date of redemption on or before August 31, 2011.

Management Discussion and Analysis Report (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is a part of this Report.

Sales & Marketing

The year 2010-11 witnessed contrasting market conditions. The first quarter saw robust consumer demand across all categories and revenue grew in strong double digits. However, subsequent quarters saw moderation in growth primarily due to two factors: (1) food inflation which impacted consumer demand and (2) unabated commodity inflation which necessitated frequent price increases, further dampening demand. Your Company adapted itself to the different scenarios, focusing on volume when the conditions were good and profitability as growth moderated. A number of actions were taken to protect margin: better sales mix, controlling discretionary expenditure, and freezing recruitment. Where your company did not compromise was in investment in innovation and expansion of distribution. Keeping with Whirlpools tradition of bringing out first-to-market products with consumer relevant design and feature innovations, we launched 4 products that quickly achieved marketplace success.

- A 3-Door Frost Free Refrigerator marketed as Protton was launched in 300 & 300 L capacities which attained >30% market share in the very first year. Your Company has firm plans to enlarge this portfolio and broaden the appeal to a larger consumer base.

In Air Conditioners, your Company grew by over 100% on the back of a larger range in Split Air Conditioners in the Mastermind Aviator and Mastermind Chrome series. The range was further enhanced with the introduction of two new series - Mastermind Protton and Mastermind Elegance in Q4. Whirlpool now has an enviable range of high performance Air Conditioners with different options in styling, color and graphics, energy ratings and price points for consumers to choose from.

- ACE Wash Station - was launched in the semi automatic segment of Washing Machine. This highly innovative product, distinguished by its unique design and platform for sorting clothes, became a leader in its segment within 3 months of launch, demonstrating how low cost innovation can create value even in a commoditized market segment.

2 new models of Microwaves were launched in the year

helping the category grow by > 40%. We continue to have a very robust pipeline of new products which would be launched in ensuing quarters.

Following the 3600 brand activation programme of 2009-10 that saw increased visibility of the Whirlpool brand, your Company maintained round the year presence in key media through different campaigns: ACs, followed by 3-door refrigerator campaign in summer, and Ace during the festival season. Use of Outdoor and Out-of-Home channels continued and >6500 screens in the latter run our campaigns throughout the year.

The key emphasis of the brand in 2010-11 went beyond visibility to focus on increasing brand affinity, with initiatives to enhance the level of consumer engagement with the brand. Three initiatives taken during the year are described below.

Ek Jodi Kapda: Your Company launched this campaign during Onam in Kerala (August 2010) and its success saw it extend into an all-India campaign during Diwali. Ek Jodi Kapda is a platform created for contributing clothes for the under-privileged sections of our society. The cause, implemented in partnership with a leading NGO Goonj, was endorsed by Shabana Azmi and advertised on TV, Radio and Print, supported by huge on-ground activation such as branded vans and opening of collection centres at retail counters. By facilitating a platform where consumers could bring happiness to the less privileged in the festive period, Whirlpool strengthened its credentials as a caring company that believed in creating happiness not only for its customers but for the community at large. The result of this campaign was staggering: 180 tons of clothes were collected across the country with more than 25 lakh consumers directly engaging with the brand during this time.

Road Shows: A massive consumer contact program was done on Refs and Aircon category at the start of the summer season, particularly in towns where Whirlpool presence was weak. This helped in expanding billing points in the smaller towns of the country.

- Social Media: Your Company engaged with the consumers directly through Facebook and Twitter and we have more than 1 Lakh fans on our website with whom we have a continuous dialogue every day.

Your Company continues to expand distribution by opening up distributors in smaller towns. The dealer contact programme

initiated a couple of years ago has become a biannual event with the first conducted at the onset of summer and the second prior to the festive season. Over 10,000 dealers across the country are contacted on each occasion during which old relationships are strengthened and new ones started. Your Company also created a new format of exclusive Brand Shops, focusing on large urban centres. Approximately 70 such outlets were operational as we exited the year. There are plans to expand the footprint of Brand Shops in the ensuing quarters.

Finally, your Company restructured the front end of the organization to improve execution and bring focus on emerging businesses. (a) It merged the Sales & Service at the regional level. This change was done to have a single point of ownership in improving the pre and post purchase experience and hasten speed in decision making. (b) To accelerate growth in new businesses it strengthened the regional structure by having dedicated business managers for Air Conditioners & Microwaves, Power Accessories and Water Purifiers.

Exports

During the year under review, the Export business of the company achieved a turnover of Rs.169 Crore. This achievement was in the face of appreciating Indian Currency and steep increase in the raw material cost.

Our neighboring markets in the SAARC region performed excellently and delivered a volume growth of over 80%. We expect to maintain the momentum in these markets through range and network expansion in these low penetrated markets.

The new range of Mastermind and Proton World Series Refrigerators were launched in Australia and initial results are encouraging. We achieved breakthrough in select Latin American markets with our No-Frost Range. This has laid the foundation for entering other markets in that region. In Middle East, Europe and Africa, we were able to expand our range and advance into select CIS Markets despite competitive market conditions. Further geographic expansions in African markets were achieved through our range of Semi Automatic Washers. South East Asia continues to deliver steady volumes, particularly Philippines.

Going forward, the acceleration of new product development in India and investment in new platforms will translate to a wider product range for export markets. Your Companys focus on low cost innovation will also benefit the export business for low income economies.

Consumer Services

Uncompromising Customer Care, launched in 2009-10, where the consumer is the focal point in deciding quality of service rendered, continued in 2010-11 with amazing results. The system has been well received by consumers and it is now an accepted basis for rewarding our Service Partners, with performance parameters being raised periodically. Similar success was achieved on other service measures such as Same Day Completion, Open Calls and Reminder Calls, which directly impact consumer satisfaction.

Expansion of service footprint went hand in hand with expansion of distribution. The Service function continued to contribute to your Companys revenue through the sales of a unique range of accessories and consumables, which registered profitable growth over the previous year.

We are very confident and moving rapidly towards our goal of providing "Best in Class Service".

Human Resources

The year 2010-11 saw your Company continue to consolidate its reputation as an Employer of Choice with Whirlpool being voted amongst the "Top 20 Best Companies to work for in 2011" by the Hewitt Best Employers study. The Employee Engagement Score (EES) of 85 for Whirlpool of India Limited was the highest in the Whirlpool world. The high engagement of the workforce helped drive critical business levers.

Given the high growth environment, the team in Human Resource focused on creatively managing Talent Retention, Capability Development, Culture and Communication. The endeavor was to boost morale so as to sustain the Spirit of Winning. We strengthened the embedment of the 5 point "Extraordinary Performance and Results "by taking it online. We continued to provide our key players and critical position holders with differentiated compensation and growth opportunities.

Managerial effectiveness was identified as a key focus area for higher productivity and engagement levels. As a first step towards this, we have covered 100 plus managers through a managerial skill survey which provided them specific feedback on their managerial ability. This will continue to be a focus area going forward as well.

To sustain the connect with employees at all levels the Employee Engagement initiative took off with great spirit and vigor. Focus Group Discussions were conducted across India and Employee Centric Action plans were drawn out and under implementation. The leadership team took ownership to drive four big leadership actions which impacted employee engagement in the organization. This year the HR team organized several connect initiatives with the employees through quarterly Everyone Connect calls, Skip Meetings and celebrating success during Employee Reward and Recognition programs. An interactive employee intranet site "WConnect" was launched which gives each employee a means to express their voice.

Key Organizational Capability Building initiatives such as Organization Leadership Development Program (for Directors and Senior Directors), Emerging Leader Development Program (for first time people managers), and Project Breakthrough (for Branch Sales Managers) were successfully concluded to gear up the organization for an exponential growth agenda. We also launched project management and change management programs to enhance execution capability. All managers were covered in the "Foundations of Whirlpool" through online courses to understand your Companys values and objectives as well as fundamental operational capabilities. Indeed, we continuously encourage managers to leverage Whirlpool University for virtual learning and self development.

To sustain high growth and profitability, we introduced floating manpower in our manufacturing units which helped us in mitigating challenges of rising costs and manpower shortage while at the same time ensuring production targets were met.

Finance and Accounts

During the last fiscal, your Company delivered yet another year of strong business results continuing its journey of sustainable and profitable growth. Top line growth was 22% against a moderate volume growth of 12% and improvements were registered in all operating metrics. The performance is creditable as it was achieved in an extremely challenging business environment characterized by (a) high food inflation that slowed down growth, (b) spike in commodity costs that put margins under pressure, and (c) a fiercely competitive marketplace.

Key enablers of your Companys 2010-11 performance were successful low cost innovations in Refrigerators and Washers, a richer product mix, exponential growth in Air Conditioners and Microwaves, and relentless focus on discretionary spends. Our focus on cost is now well embedded but cost take outs in 2010-11 were unable to fully mitigate the commodity inflation and hence price increases were necessary. These initiatives helped in protecting margin and we remain one of the most profitable players in the industry. Our cash generation remains strong and we are able to finance our investment from internal accruals.

Overall, your Companys performance during the past fiscal year is a solid reflection of our strong brand, innovation led- growth, good fiscal management, and depth of talent. This strong foundation will stand us in good stead in continuing our journey of sustainable profitable growth.

Directors

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Article 115 of the Articles of Association of the Company Mr. Sanjiv Verma and Mr. Simon James Scarff retire by rotation and being eligible offer themselves for re- appointment.

Mr. Sanjiv Verma is an Engineering Graduate from Indian Institute of Technology (IIT). He has over 27 years of experience working in various leadership positions. His last assignment was as General Manager India and SEA & Managing Director, Baxter India. Currently he is a Director of J. V. D. Health Pvt. Ltd. and Devita Renal Care India Private Limited. He is Founder Trustee of Chronic Health Care Foundation of India. He is on your Board since 2009 and is also a member of the Audit Committee.

Mr. S.J.Scarff, Independent Non-Executive Director of the company is the Non-Executive Director and Chairman of GlaxoSmithKline Consumer Healthcare Ltd. He worked for over 23 years with Smithkline with specific reference to Marketing. In 1999 he was awarded the prestigious honour of the Officer of the Order of the British Empire by Her Majesty, The Queen of England. He is on the Board of your Company since 2001 and is also a member of the Audit Committee and Remuneration Committee.

Auditors

Members are requested to appoint Auditors for the current year on a remuneration to be fixed by the Board as per Item No. 4 of the Notice for the Annual General Meeting. M/s S. R. Batliboi & Co., the present Auditors of the Company have, under Section 224 (1B) of the Companies Act, 1956 furnished a certificate of their eligibility for reappointment. The Board recommends their re-appointment as Auditors for the Financial Year 2011-12.

The Board has taken note of the observations and remarks made by the Auditors in their Report on Statutory payments.

The observation made by auditors on slight delay in payment of statutory dues is self explanatory. The Company has taken effective steps to streamline the statutory payments.

Fixed Deposits

As at March 31, 2011, no Fixed Deposits were held by the Company.

Listing of Shares

Companys equity shares are listed at Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.

Audit Committee

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:- Mr. Anand Bhatia, Chairman - Independent Director Mr. Simon J. Scarff, Member - Independent Director Mr. Sanjiv Verma, Member - Independent Director Mr. Robert L. Mink, Member - Non-Executive Director

Mr. Anand Bhatia, 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.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

Directors Responsibility Statement

The Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The directors have 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 or loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis.

Transfer to Investor Education and Protection Fund

In terms of the provisions of Section 205C of the Companies Act, 1956, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

Corporate Governance

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

Insurance

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk on a replacement cost basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto (Annexure B) and form part of this report.

Personnel

As required by the provisions of Section 217 (2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure C to this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary either at the registered office or Corporate Office of the Company.

Acknowledgement

The Companys growth has been achieved by continued support from all its stakeholders. The Companys partners- different Stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Companys success. Your Directors wish to place on record their sincere thanks to these partners. The Directors would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Syed Shahzad Akhtar Arvind Uppal

Place: Gurgaon [Whole Time Director] [Chairman & Managing Director]

Dated: May 9, 2011 DIN 03052558 DIN 00104992

 
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