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