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Havells India Ltd

BSE Code : 517354 | NSE Symbol : HAVELLS | ISIN:INE176B01034| SECTOR : Capital Goods - Electrical Equipment |

NSE BSE
 
SMC up arrow

1,188.50

8.90 (0.75%) Volume 492712

31-Mar-2023 EOD

Prev. Close

1,179.60

Open Price

1,185.60

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 1,194.40 - 1,177.80

52 wk High/Low 1,405.55 - 1,024.50

Key Stats

MARKET CAP (RS CR) 74457.55
P/E 69.83
BOOK VALUE (RS) 98.3379922
DIV (%) 750
MARKET LOT 1
EPS (TTM) 17.02
PRICE/BOOK 12.0853596195347
DIV YIELD.(%) 0.63
FACE VALUE (RS) 1
DELIVERABLES (%) 42.28
4

News & Announcements

28-Mar-2023

Havells India Ltd - Havells India Limited - Trading Window

27-Mar-2023

Havells India Ltd - Closure of Trading Window

27-Mar-2023

Havells India Ltd - Havells India Limited - Trading Window

20-Mar-2023

Blue Star Ltd Spurts 2%

19-Jan-2023

Board of Havells India recommends interim dividend

06-Jan-2023

Havells India to table results

03-Nov-2022

Havells India allots 1722 equity shares under ESPS

28-Oct-2022

Havells India announces cessation of subsidiary

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Aartech Solonics Ltd 542580
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Accurate Transformers Ltd 530513
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Agni Green Power Ltd. 535456 AGNI
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Amba Enterprises Ltd 539196
Amei Power Ltd 513101
Apar Industries Ltd 532259 APARINDS
Artemis Electricals & Projects Ltd 542670
Asian Electronics Ltd 503940 ASIANELEC
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Bagade Engineering (India) Ltd (Liquidated) 522225
Baroda Electric Meters Ltd 503956
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Bharat Bijlee Ltd 503960 BBL
Bharat Heavy Electricals Ltd 500103 BHEL
Birla Power Solutions Ltd 517001 BIRLAPOWER
CG Power & Industrial Solutions Ltd 500093 CGPOWER
City Lifts India Ltd 526197
Concord Control Systems Ltd 543619
Continental Controls Ltd 531460
Controls & Switchgear Contactors Ltd 40489
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Crompton Greaves Consumer Electricals Ltd 539876 CROMPTON
CTR Manufacturing Industries Ltd 503968
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Dhanashree Electronics Ltd 542679
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Electra (India) Pvt Ltd 504246 ELECTRA
Electric Control Gear (India) Ltd 509358
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Eon Electric Ltd 532658 EON
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Evans Electric Ltd 542668
Focus Lighting & Fixtures Ltd 538416 FOCUS
GE T&D India Ltd 522275 GET&D
Goldstar Power Ltd 535018 GOLDSTAR
GTV Engineering Ltd 539479
Hansu Controls Ltd 40253
Heatshrink Technologies Ltd 522130 REPLENGINE
High Energy Batteries (India) Ltd 504176
Hitachi Energy India Ltd 543187 POWERINDIA
Honda India Power Products Ltd 522064 HONDAPOWER
HPL Electric & Power Ltd 540136 HPL
IMP Powers Ltd 517571 INDLMETER
Indo Asian Fusegear Ltd(merged) 517318
Indo Tech Transformers Ltd 532717 INDOTECH
Indosolar Ltd 533257 INDOSOLAR
Inox Wind Ltd 539083 INOXWIND
Insolation Energy Ltd 543620
Integra India Group Company Ltd (Merged) 517250
Integra Switchgear Ltd 517423
Jayshree Chemicals Ltd 506520
Jem Industries Ltd 504072
JSL Industries Ltd 504080
Jyoti Ltd 504076
Kanohar Electricals Ltd 531214
Kaycee Industries Ltd 504084
Kirloskar Electric Company Ltd 533193 KECL
Lakshmi Electrical Control Systems Ltd 504258 LAKSELECON
Maks Energy Solutions India Ltd 535481 MAKS
Malvica Engineering Ltd 532048
Marine Electricals (India) Ltd 535119 MARINE
Marsons Ltd 517467
Matra Kaushal Enterprise Ltd 526671
Meekan Transmissions Ltd(wound-up) 522118
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Modison Ltd 506261 MODISONLTD
Mukati Transformers Ltd (Wound-up) 517332
National Switchgears Ltd 517199
NEPC India Ltd 500301 NEPCMICON
OTIS Elevator Company (India) Ltd 504130 OTIS
Phoenix Electric (India) Ltd (Merged) 517439 PHOENIXELE
Protech Circuit Breakers Ltd 517306
Protech Electromech Ltd 517266
Protech Switchgears Ltd 517256
Punjab Power Generation Machines Ltd (Merged) 500345
Rams Transformers Ltd 517567
Reed Relays & Electronics India Ltd 40110
Remi Elecktrotechnik Ltd 512487
Rex Pipes & Cables Industries Ltd 535393 REXPIPES
Rexnord Electronics & Controls Ltd 531888
RMC Switchgears Ltd 540358
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S & S Power Switchgear Ltd 517273 S&SPOWER
Salzer Controls Ltd (Merged) 517314
Salzer Electronics Ltd 517059 SALZERELEC
Schneider Electric Infrastructure Ltd 534139 SCHNEIDER
Servotech Power Systems Ltd 535002 SERVOTECH
Shilchar Technologies Ltd 531201
Shri Ram Switchgears Ltd 538430 SRIRAM
Siemens Ltd 500550 SIEMENS
Spectrum Electrical Industries Ltd 535112 SPECTRUM
Sree Rayalaseema Power Corporation Ltd (Merged) 532142
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Star Delta Transformers Ltd 539255
Surana Solar Ltd 533298 SURANASOL
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Swelect Energy Systems Ltd 532051 SWELECTES
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Transformers & Rectifiers India Ltd 532928 TRIL
Triveni Turbine Ltd 533655 TRITURBINE
Ucal Power Systems Ltd (Merged) 517395
Ujaas Energy Ltd 533644 UJAAS
Veto Switchgears & Cables Ltd 539331 VETO
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Voltamp Transformers Ltd 532757 VOLTAMP
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Wonder Electricals Ltd 543449 WEL
XL Energy Ltd 532788 XLENERGY

Share Holding

Category No. of shares Percentage
Total Foreign 144199772 23.02
Total Institutions 65856344 10.51
Total Govt Holding 3394 0.00
Total Non Promoter Corporate Holding 4723121 0.75
Total Promoters 372457920 59.45
Total Public & others 39269187 6.27
Total 626509738 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Havells India Ltd

Havells India Limited is a fast-moving consumer electrical/electronics and power distribution equipment manufacturer with products ranging from Industrial and Domestic Circuit Protection Switchgears, Cables, Motors, Pumps, Solar Products, Fans, Power Capacitors, LED Lamps and Luminaries for Domestic, Commercial and Industrial applications, Modular Switches, Water Heaters, Coolers and Domestic Appliances, Personal Grooming , Air Purifier ,Water Purifier, Air conditioner, Television, Washing machine and Refrigerator covering the entire range of household, commercial and industrial electrical needs. The Company has manufacturing facilities located at Faridabad in Haryana, Alwar, Ghiloth and Neemrana in Rajasthan, Haridwar in Uttarakhand, Sahibabad in Uttar Pradesh, Baddi in Himachal Pradesh. The research and development facilities are located at Noida (Uttar Pradesh) and Bangalore. Havells India Limited was incorporated as Havell's Pvt. Ltd. in August 1983 and later converted into a Public Limited Company in March 1992. The Company started their operations by producing miniature circuit-breakers and distribution boards in the year 1984. Then, they entered into a technical collaboration with Christian Geyer, Germany, to manufacture miniature circuit-breakers in India. In the year 1991-92, the Company made additions to their facilities to manufacture plastic distribution boards (PDBs) and earth-leakage circuit-breakers (ELCBs). In order to manufacture ELCBs, the company entered into technical collaboration with Schiele Industriwerke, Germany. In the year 1996, the Company entered into the manufacture of low tension power cables by acquiring an existing cable manufacturing plant in Alwar, Rajasthan, which belongs to a sick unit from Rajasthan State Industrial Development & Investment Corporation. In the year 2000, the company acquired Standard Electricals Ltd and Duke Arnics Electronics Ltd. The company sold their entire shareholding of A J Shehfar & Co Ltd in the year 2003. The company also sold their entire shareholding in Standard Electricals Ltd during the year 2003-04. In the same year, the company moved in to electrical consumer goods segment and set up a state-of-the-art automatic plant for manufacturing Compact Fluorescent Lamps at Faridabad in Haryana. During the year 2004-05, the Company incorporated Havell's (UK) Ltd. in London. It enhanced installed capacity of Domestic Switchgears, Industrial Switchgears and Electrical Consumer Durables by 12,650,000 Nos, 222,000 Nos and 2,000,000 Nos respectively. With this expansion the total installed capacity of these products increased to 27,300,000 Nos, 1,335,000 Nos and 13,200,000 Nos respectively. Also, they introduced a complete range of indoor and outdoor lighting fixtures under the brand name Havells in the market. In the year 2005-06, the company installed CCV Lines for making high voltage cables. Also they installed a state-of-the-art automatic plant for manufacturing Compact Fluroescent Lamps (CFL) at Haridwar in Uttarakhand and started their production from January 2006. Also, they installed a new plant to produce Fans and started production in October 2005. In the same year, Crabtree India Ltd was amalgamated with the company. In the year 2006-07, the company set up a new plant in Noida for Power Capacitors. This plant an installed capacity of 600000 KVAR per month and they commenced their production on February 2007. These are designed and manufactured using S3 technology. Also they increased the production capacity of Domestic Switchgear by 6,000,000 to 39,600,000 Nos., Industrial Switchgear by 800,000 to 2,600,000 Nos., Electrical wire Accessories by 14,000,000 to 20,000,000 Nos, Cables & Wires by 230,000 to 700,000 Nos, and Electrical Consumer Durables by 10,000,000 to 32,400,000 Nos. In the year 2007, the company incorporated a wholly owned subsidiary with the name Havell's Holdings Limited in Isle of Man. Also, the company acquired SLI Lighting Products, Inc., SLI Europe BV and Lighthouse Investment Holdings Ltd on April 2007. The company changed their name to Havells India Ltd (Apostrophe is removed from the word Havell's) with effect from July 28, 2007. In April 20, 2007, Havell's Netherlands B.V., a step subsidiary of the company completed the acquisition of 'Sylvania'. In the year 2008, the company set up a fully automatic plant for Havells Lafert Motors at Neemrana. They set up Global Corporate office, QRG Towers at Expressway Noida. Also, they made investment of Rs 50 crore in Global Center for Research and Innovation (CRI). In the year 2009, the company set up a fully automatic second unit for switchgear manufacturing at Baddi. They made Global consolidation of CFL manufacturing plant at Neemrana for domestic and export purposes. They launched India's first HPF CFL and first BEE 5-star Rated Fan. In the year 2010, the company set up second unit for Fan manufacturing at Haridwar. They acquired 100% interest in Standard Electricals. They set up World's First New Generation CMH Lamp Plant at Neemrana. They entered into Electric Water Heaters business. Also, they launched Havells brand in US & Mexico. During the year 2009-10, the company acquired Seven Wonders Holidays Pvt Ltd to facilitate the transfer of electrical business of Standard Electricals Ltd. As per the scheme of arrangement,the electrical business of erstwhile Standard Electricals Ltd (SEL), a company under the same management, was de-merged and transferred to Seven Wonders Holidays Ltd, a 100% subsidiary of the company. Also, the name of Seven Wonders Holidays Ltd was changed to Standard Electricals Ltd. In the year 2011, the company launched a new range of Control Gear Cosmic Star series. They set up a new Industrial Switchgear Plant in Sahibabad. They launched domestic appliances. They entered into a joint venture agreement with Shanghai Yaming Lighting, China. During the year 2010-11, the company ventured into 'Home Comfort Products' with their foray into a new generation, Electric Water Heater business. They set up a state-of-the-art plant in collaboration with Havells Sylvania, Belgium for production of Ceramic Metal Halide lamps. In September 2011, as per the scheme of amalgamation, Standard Electrical Ltd, a 100% subsidiary of the company was amalgamated with the company with effect from appointed date, April 1, 2011. In 2015, Havells India Ltd has launched the country's first most energy efficient fan - ES 40. The company has launched India's first brightest LED lamps range 'LUMENO' at its lighting fixtures plant in Neemrana, Rajasthan. The company also adds first 'Made in India' MCB to its portfolio. The company, has got hold of a 51 per cent stake in Promptec Renewable Energy Solutions at an enterprise value of Rs 65 crore. The company has launched a world class range of MCBs and RCCBs under EURO-II series in Odisha market. During the year, the company also launched world class products in Switchgear segment in the Eastern Region and also inaugurated a new office in Haldwani, Uttarakhand. On 10 December 2015, Havells India Ltd. announced that it has received intimation from its wholly owned subsidiary, Havells Holdings Limited that it proposes to enter into definitive agreement with Shanghai Feilo Acoustics Co Ltd (Feilo) to divest 80% stake in Havells Sylvania Malta BV, subject to shareholders and related approvals. Feilo is a leading listed company with key shareholding held by Inesa Limited, a State Owned Enterprise (SoE) of Shanghai Government. Havells Holding Limited, Isle of Man would continue to hold remaining with exit options in next 3-5 years. Further, Havells India proposes to divest 80% stake in its wholly owned subsidiary, Havells Exim Limited, Hongkong. The combined equity value for 100% stake for both companies is Euro 186 million (about Rs 1340 crore), subject to adjustments, if any. Havells cumulative investment value stands at Rs 980 crore. On 2 February 2016, Havells India announced the launch of its first Made-in-India MCBs and RCCBs under EURO-II series in Uttar Pradesh. These are the company's first MCBs and RCCBs that are designed, developed and manufactured in-house conforming to international standards. On 14 February 2016, Havells India Limited announced various initiatives and its preparedness for achieving next phase of growth. The company announced that it would start offering products and solutions in the space of solar energy; it will venture in the business of automation & control and internet of things so that it could participate better in upcoming smart cities projects and will widen its product offerings to garner larger market share across all its business segments. On 6 May 2016, Havells India Limited announced its foray into the fast growing segment of Integrated Automation and Control Solutions under its premium brand Crabtree in association with one of world's leading automation company HDL Automation. In June 2016, Havells India Limited announced its foray into a new product segment with the launch of innovative and premium range of air purifiers in the domestic market. On 9 November 2016, Havells India announced that it has further strengthened its presence in the North East region with the launch of world's most advanced, Made in India range of water heaters under the 'Adonia' brand in the state of Mizoram that uses colour changing LED technology to communicate different temperature levels. On 8 February 2017, Havells India Limited announced its foray into personal grooming segment with the launch of an array of high quality personal care product like Electric Shavers, Beard Trimmers, Grooming kit - Precision nose and ear Trimmer, Hair Straighteners & Dryers, Bikini Trimmer. The company also, for the first time in the country, launched baby hair clippers. On 14 February 2017, Havells India Limited announced the launch of many new variants of world-class stylish fans to cater to today's contemporary homes. On 19 February 2017, Company acquired Lloyd Consumer Durable Business Division. It signed an agreement with Lloyd Electrical and Engineering Limited and Fedders Lloyd Corporation Limited for acquiring Lloyd brand and consumer durable business that is engaged in sourcing, assembling, marketing and distribution of consumer durables including airconditioners, TVs, washing machines and other household appliances. On 8 May 2017, Havells India Limited announced the successful completion of its acquisition of Lloyd Consumer Durable Business Division (Lloyd Consumer). The acquisition has been executed at an enterprise value of Rs 1600 crore on a debt free, cash free basis. The company has financed the transaction through internal accruals and cash balances. Havells has acquired the consumer business infrastructure, people, distribution network including and not limited to absolute, exclusive ownership and right to all intellectual property of Brand Lloyd, logo, trademark, goodwill and attendant rights. Through this acquisition, Havells marks a foray into consumer durables industry. On 14 March 2018, Havells India Limited announced an agreement with South Korean major Hyundai Electric & Energy Systems Co. Ltd for manufacturing of Magnetic Contactor (MC). Under the agreement, Hyundai Electric will provide technology know-how and grant a license to manufacture, and market Magnetic Contactors under Havells brand. Havells India would also manufacture MC for Hyundai Electric. As per the previous MoU signed between both the companies in November 2017, Hyundai Electric will supply low and medium voltage protection and switching devices to Havells as Brand labeling and will also grant manufacturing license for ranges of Magnetic Contactors (MC) and Molded Case Circuit Breakers (MCCBs) to Havells. Also, Havells will supply equipment such as Miniature Circuit Breakers (MCBs) & Magnetic Contactors (MC) to Hyundai Electric. Havells is leading player in Switchgear market. During the year 2018-19, the Board of Directors in its meeting dated 21 September 2018 approved the Scheme of Amalgamation, among the Company and its wholly owned subsidiary companies, namely Promptec Renewable Energy Solutions Private Limited, Standard Electrical Limited, Lloyd Consumer Private Limited and Havells Global Limited, which is subject to approval of NCLT, being the Appointed Date of the Scheme, 01 April 2018. The Company received approval from the National Company Law Tribunal (NCLT) on 31 January, 2020. As on 31st March, 2022, the Company had two direct overseas subsidiaries: Havells Holdings Limited based at Isle of Man and Havells Guangzhou International Limited based at China. The Company had formed a 50:50 joint venture in People's Republic of China with Shanghai Yaming Lighting Co. Limited under the name of Jiangsu Havells Sylvania Lighting Co. Limited (JV), which was created with an objective to produce energy efficient lighting lamps. During the financial year 2021-22 Jiangsu Havells Sylvania Lighting Co. Limited upon liquidation ceased to be a joint venture.

Havells India Ltd Chairman Speech

Delivering delightful experiences

Our Valued Shareholders,

I am pleased to present the Integrated Report of your Company for FY 2021 -22.

Despite the challenging macro context, business stayed firm, riding on focused execution and market share gains.

Another challenging year was well- managed, owing to the strategic choices and perseverance of team Havells India Limited. While navigating the short-term challenges of the pandemic and cost inflation, we continued with investments towards branding, expanding the distribution network, and innovation.

Our organic growth was strong, with broad-based market share gains. We limited the impact of unprecedented commodity inflation through efficiency and calibrated price increases.

Highlights of the year

COVID-19 continued to impact the business across sectors. With the onset of the second wave in Q1 FY 2021-22, demand for summer products was severely impacted.

At Havells, we relied on agility and a pragmatic approach to manage the situation. We worked closely with our channel partners, ensuring their business continuity and well-being.

We also pitched in with emotional, psychological and medical support for our stakeholders. Work-from-home and an accelerated use of technology were encouraged.

The latter half of the year was reassuring with revival in housing as well as infrastructure. Commodity costs remained volatile and inflationary, impacting our margins as we went for calibrated price increases.

We fuelled our growth agenda through disciplined cost management, and improving operational efficiency at all levels of the business. In combination with sales growth, this enabled reinvestment in product innovation, brand building, digitalisation and sustainability initiatives, while creating value for our shareholders.

We introduced the ‘Employee Ownership Plan' (EOP) to recognise the exemplary contribution of our employees towards profitable growth of the organisation. The EOP is in addition to the existing ‘Employee Stock Schemes', and aims at creating long-term wealth for our employees in line with the Company's performance.

Emerging trends

The FMEG industry has enormous growth potential, given the improvement in electricity availability and demand for comfort, convenience, and hygiene. This will exhilarate the overall portfolio. Additionally, the Internet of Things (loT) is driving a digital wave in home automation, making it imperative for brands to offer innovative solutions that will help customers in realising their smart home aspirations. Today, the consumer is far more aware and aspirational. Rising internet penetration has further accelerated the adoption of smart solutions.

We, at Havells, are cognisant of this opportunity, and are investing in R&D directed towards this.

Recently, there has been a lot of attention on self-reliance in manufacturing, as part of the central government's ‘Aatmanirbhar Bharat' project. Various government initiatives such as Production Linked Incentive (PLI) scheme, national infrastructure pipeline, and targeted investment towards manufacturing of electronics, among others, are charting a positive, long-term prospect for the economy, and consequently, the Company.

At Havells, self-reliance has always been at the core, as we strongly believe in maximising in-house manufacturing to have a better control over quality, supply chain and margins.

Omni Customer, Omni Havells

Customers seek borderless shopping, and our endeavour is to offer them a seamless experience. We are available to the customers, both at the traditional retail shops as well as at modern formats. In recent years, we have increased our presence on new-age digital platforms, such as e-commerce marketplaces as well as the Company-managed portal, 020. As digitisation increases, e-commerce is expected to grow and mature as a channel, and our portfolio and go-to- market strategy will evolve alongside.

Havells has strong brand salience in urban markets, and is expanding its footprint deeper into India. As electrification and income levels improve in rural markets, we are ready with an organised rural distribution network, with a unique product portfolio suitable for these markets.

Different channels have their own strengths. Modern retail shops offer larger displays and good ambience, e-commerce is synonymous with ease of shopping and delivery, and the good old local shops offer personal touch and comfort.

In addition to expanding its retail base, Havells is also increasing its participation in B2B projects to capitalise on large industrial and infra opportunities.

The two most important aspects of a multichannel approach are transparent and fair-trade policies across channels, and aftersales services that are channel agnostic. In this rapidly changing environment, we are partnering with our customers - large and small, digital, and physical. We are ensuring a unified experience for end- consumers and trade partners.

Sustainability

Sustainability has always been at the core. We remain committed to inclusive growth with due consideration towards social impact. The thrust in our value proposition has been to create opportunities for our stakeholders, where we can be partners in sustainable growth.

As a part of our commitment to combat climate change, we have almost doubled our solar-installed capacity since FY 2020-21, and are aggressively pursuing means and technologies of switching to cleaner fuels. Product stewardship would be a key approach in our climate action.

In line with this, we are ramping up investments in R&D on aspects of energy efficiency, circularity, long-term durability and performance of our products, to provide our consumers sustainable and eco-conscious product offerings.

We track and respond to external and relative indices for ESG performance assessment as we believe in benchmarking ourselves to the emerging dynamic ESG challenges.

We have consistently ranked in the top 10 global companies on the DJSI for our sector and have also been part of the RobecoSAM Yearbook for the third year in a row. Morgan Stanley Capital International (MSCI) has upgraded the ESG Risk Rating to A', and we are now part of FTSE4Good Indices family.

In addition, CRISIL rated us 'Strong' in their recently published ESG ratings in 2022.

Empowered, agile and accountable organisation

Our Strategic Business Units (SBUs) are driving performance by responding quickly and directly to consumer and channel dynamics that are unique to their business units. This way, each SBU has an equal opportunity to grow with access to capital and resources. This has resulted in a simpler, faster, and agile way of operating, with focused and expert categories, and greater empowerment and accountability, flowing through the business.

Our value creation model is based on the balanced pursuit of top- and bottom-line growth as well as improved capital efficiency. Our priorities are to invest in long-term growth and development of our business. Investing for the long term takes the form of R&D investments, brand support and capital expenditure to support organic, profitable growth.

Outlook

The raw material and supply chain costs have risen substantially across the industry, and there is no respite as of now. This could create pressure on the customer's wallet. We are of the view that these are shortterm challenges, and the underlying demand remains strong, which could lead the way to recovery in margins.

   

Havells India Ltd Company History

Havells India Limited is a fast-moving consumer electrical/electronics and power distribution equipment manufacturer with products ranging from Industrial and Domestic Circuit Protection Switchgears, Cables, Motors, Pumps, Solar Products, Fans, Power Capacitors, LED Lamps and Luminaries for Domestic, Commercial and Industrial applications, Modular Switches, Water Heaters, Coolers and Domestic Appliances, Personal Grooming , Air Purifier ,Water Purifier, Air conditioner, Television, Washing machine and Refrigerator covering the entire range of household, commercial and industrial electrical needs. The Company has manufacturing facilities located at Faridabad in Haryana, Alwar, Ghiloth and Neemrana in Rajasthan, Haridwar in Uttarakhand, Sahibabad in Uttar Pradesh, Baddi in Himachal Pradesh. The research and development facilities are located at Noida (Uttar Pradesh) and Bangalore. Havells India Limited was incorporated as Havell's Pvt. Ltd. in August 1983 and later converted into a Public Limited Company in March 1992. The Company started their operations by producing miniature circuit-breakers and distribution boards in the year 1984. Then, they entered into a technical collaboration with Christian Geyer, Germany, to manufacture miniature circuit-breakers in India. In the year 1991-92, the Company made additions to their facilities to manufacture plastic distribution boards (PDBs) and earth-leakage circuit-breakers (ELCBs). In order to manufacture ELCBs, the company entered into technical collaboration with Schiele Industriwerke, Germany. In the year 1996, the Company entered into the manufacture of low tension power cables by acquiring an existing cable manufacturing plant in Alwar, Rajasthan, which belongs to a sick unit from Rajasthan State Industrial Development & Investment Corporation. In the year 2000, the company acquired Standard Electricals Ltd and Duke Arnics Electronics Ltd. The company sold their entire shareholding of A J Shehfar & Co Ltd in the year 2003. The company also sold their entire shareholding in Standard Electricals Ltd during the year 2003-04. In the same year, the company moved in to electrical consumer goods segment and set up a state-of-the-art automatic plant for manufacturing Compact Fluorescent Lamps at Faridabad in Haryana. During the year 2004-05, the Company incorporated Havell's (UK) Ltd. in London. It enhanced installed capacity of Domestic Switchgears, Industrial Switchgears and Electrical Consumer Durables by 12,650,000 Nos, 222,000 Nos and 2,000,000 Nos respectively. With this expansion the total installed capacity of these products increased to 27,300,000 Nos, 1,335,000 Nos and 13,200,000 Nos respectively. Also, they introduced a complete range of indoor and outdoor lighting fixtures under the brand name Havells in the market. In the year 2005-06, the company installed CCV Lines for making high voltage cables. Also they installed a state-of-the-art automatic plant for manufacturing Compact Fluroescent Lamps (CFL) at Haridwar in Uttarakhand and started their production from January 2006. Also, they installed a new plant to produce Fans and started production in October 2005. In the same year, Crabtree India Ltd was amalgamated with the company. In the year 2006-07, the company set up a new plant in Noida for Power Capacitors. This plant an installed capacity of 600000 KVAR per month and they commenced their production on February 2007. These are designed and manufactured using S3 technology. Also they increased the production capacity of Domestic Switchgear by 6,000,000 to 39,600,000 Nos., Industrial Switchgear by 800,000 to 2,600,000 Nos., Electrical wire Accessories by 14,000,000 to 20,000,000 Nos, Cables & Wires by 230,000 to 700,000 Nos, and Electrical Consumer Durables by 10,000,000 to 32,400,000 Nos. In the year 2007, the company incorporated a wholly owned subsidiary with the name Havell's Holdings Limited in Isle of Man. Also, the company acquired SLI Lighting Products, Inc., SLI Europe BV and Lighthouse Investment Holdings Ltd on April 2007. The company changed their name to Havells India Ltd (Apostrophe is removed from the word Havell's) with effect from July 28, 2007. In April 20, 2007, Havell's Netherlands B.V., a step subsidiary of the company completed the acquisition of 'Sylvania'. In the year 2008, the company set up a fully automatic plant for Havells Lafert Motors at Neemrana. They set up Global Corporate office, QRG Towers at Expressway Noida. Also, they made investment of Rs 50 crore in Global Center for Research and Innovation (CRI). In the year 2009, the company set up a fully automatic second unit for switchgear manufacturing at Baddi. They made Global consolidation of CFL manufacturing plant at Neemrana for domestic and export purposes. They launched India's first HPF CFL and first BEE 5-star Rated Fan. In the year 2010, the company set up second unit for Fan manufacturing at Haridwar. They acquired 100% interest in Standard Electricals. They set up World's First New Generation CMH Lamp Plant at Neemrana. They entered into Electric Water Heaters business. Also, they launched Havells brand in US & Mexico. During the year 2009-10, the company acquired Seven Wonders Holidays Pvt Ltd to facilitate the transfer of electrical business of Standard Electricals Ltd. As per the scheme of arrangement,the electrical business of erstwhile Standard Electricals Ltd (SEL), a company under the same management, was de-merged and transferred to Seven Wonders Holidays Ltd, a 100% subsidiary of the company. Also, the name of Seven Wonders Holidays Ltd was changed to Standard Electricals Ltd. In the year 2011, the company launched a new range of Control Gear Cosmic Star series. They set up a new Industrial Switchgear Plant in Sahibabad. They launched domestic appliances. They entered into a joint venture agreement with Shanghai Yaming Lighting, China. During the year 2010-11, the company ventured into 'Home Comfort Products' with their foray into a new generation, Electric Water Heater business. They set up a state-of-the-art plant in collaboration with Havells Sylvania, Belgium for production of Ceramic Metal Halide lamps. In September 2011, as per the scheme of amalgamation, Standard Electrical Ltd, a 100% subsidiary of the company was amalgamated with the company with effect from appointed date, April 1, 2011. In 2015, Havells India Ltd has launched the country's first most energy efficient fan - ES 40. The company has launched India's first brightest LED lamps range 'LUMENO' at its lighting fixtures plant in Neemrana, Rajasthan. The company also adds first 'Made in India' MCB to its portfolio. The company, has got hold of a 51 per cent stake in Promptec Renewable Energy Solutions at an enterprise value of Rs 65 crore. The company has launched a world class range of MCBs and RCCBs under EURO-II series in Odisha market. During the year, the company also launched world class products in Switchgear segment in the Eastern Region and also inaugurated a new office in Haldwani, Uttarakhand. On 10 December 2015, Havells India Ltd. announced that it has received intimation from its wholly owned subsidiary, Havells Holdings Limited that it proposes to enter into definitive agreement with Shanghai Feilo Acoustics Co Ltd (Feilo) to divest 80% stake in Havells Sylvania Malta BV, subject to shareholders and related approvals. Feilo is a leading listed company with key shareholding held by Inesa Limited, a State Owned Enterprise (SoE) of Shanghai Government. Havells Holding Limited, Isle of Man would continue to hold remaining with exit options in next 3-5 years. Further, Havells India proposes to divest 80% stake in its wholly owned subsidiary, Havells Exim Limited, Hongkong. The combined equity value for 100% stake for both companies is Euro 186 million (about Rs 1340 crore), subject to adjustments, if any. Havells cumulative investment value stands at Rs 980 crore. On 2 February 2016, Havells India announced the launch of its first Made-in-India MCBs and RCCBs under EURO-II series in Uttar Pradesh. These are the company's first MCBs and RCCBs that are designed, developed and manufactured in-house conforming to international standards. On 14 February 2016, Havells India Limited announced various initiatives and its preparedness for achieving next phase of growth. The company announced that it would start offering products and solutions in the space of solar energy; it will venture in the business of automation & control and internet of things so that it could participate better in upcoming smart cities projects and will widen its product offerings to garner larger market share across all its business segments. On 6 May 2016, Havells India Limited announced its foray into the fast growing segment of Integrated Automation and Control Solutions under its premium brand Crabtree in association with one of world's leading automation company HDL Automation. In June 2016, Havells India Limited announced its foray into a new product segment with the launch of innovative and premium range of air purifiers in the domestic market. On 9 November 2016, Havells India announced that it has further strengthened its presence in the North East region with the launch of world's most advanced, Made in India range of water heaters under the 'Adonia' brand in the state of Mizoram that uses colour changing LED technology to communicate different temperature levels. On 8 February 2017, Havells India Limited announced its foray into personal grooming segment with the launch of an array of high quality personal care product like Electric Shavers, Beard Trimmers, Grooming kit - Precision nose and ear Trimmer, Hair Straighteners & Dryers, Bikini Trimmer. The company also, for the first time in the country, launched baby hair clippers. On 14 February 2017, Havells India Limited announced the launch of many new variants of world-class stylish fans to cater to today's contemporary homes. On 19 February 2017, Company acquired Lloyd Consumer Durable Business Division. It signed an agreement with Lloyd Electrical and Engineering Limited and Fedders Lloyd Corporation Limited for acquiring Lloyd brand and consumer durable business that is engaged in sourcing, assembling, marketing and distribution of consumer durables including airconditioners, TVs, washing machines and other household appliances. On 8 May 2017, Havells India Limited announced the successful completion of its acquisition of Lloyd Consumer Durable Business Division (Lloyd Consumer). The acquisition has been executed at an enterprise value of Rs 1600 crore on a debt free, cash free basis. The company has financed the transaction through internal accruals and cash balances. Havells has acquired the consumer business infrastructure, people, distribution network including and not limited to absolute, exclusive ownership and right to all intellectual property of Brand Lloyd, logo, trademark, goodwill and attendant rights. Through this acquisition, Havells marks a foray into consumer durables industry. On 14 March 2018, Havells India Limited announced an agreement with South Korean major Hyundai Electric & Energy Systems Co. Ltd for manufacturing of Magnetic Contactor (MC). Under the agreement, Hyundai Electric will provide technology know-how and grant a license to manufacture, and market Magnetic Contactors under Havells brand. Havells India would also manufacture MC for Hyundai Electric. As per the previous MoU signed between both the companies in November 2017, Hyundai Electric will supply low and medium voltage protection and switching devices to Havells as Brand labeling and will also grant manufacturing license for ranges of Magnetic Contactors (MC) and Molded Case Circuit Breakers (MCCBs) to Havells. Also, Havells will supply equipment such as Miniature Circuit Breakers (MCBs) & Magnetic Contactors (MC) to Hyundai Electric. Havells is leading player in Switchgear market. During the year 2018-19, the Board of Directors in its meeting dated 21 September 2018 approved the Scheme of Amalgamation, among the Company and its wholly owned subsidiary companies, namely Promptec Renewable Energy Solutions Private Limited, Standard Electrical Limited, Lloyd Consumer Private Limited and Havells Global Limited, which is subject to approval of NCLT, being the Appointed Date of the Scheme, 01 April 2018. The Company received approval from the National Company Law Tribunal (NCLT) on 31 January, 2020. As on 31st March, 2022, the Company had two direct overseas subsidiaries: Havells Holdings Limited based at Isle of Man and Havells Guangzhou International Limited based at China. The Company had formed a 50:50 joint venture in People's Republic of China with Shanghai Yaming Lighting Co. Limited under the name of Jiangsu Havells Sylvania Lighting Co. Limited (JV), which was created with an objective to produce energy efficient lighting lamps. During the financial year 2021-22 Jiangsu Havells Sylvania Lighting Co. Limited upon liquidation ceased to be a joint venture.

Havells India Ltd Directors Reports

To

The Members

Your Directors take pleasure in presenting the 39th Annual Report (Integrated) on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2022.

1. Financial Summary or Highlights

The Board's Report is prepared based on the standalone financial statements of the Company. The Company's financial performance for the year under review alongwith previous year's figures are given hereunder:

(Rs. in crores)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from Operations 13,889 10,428 13,938 10,457
Other Income 160 188 160 187
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items 1,918 1,753 1,921 1,759
Less: Depreciation and amortisation expenses 261 249 261 249
Finance Cost 53 73 53 73
Profit before Tax and Exceptional Expenses 1,604 1,432 1,607 1,438
Less: Tax 409 392 410 393
Profit for the year 1,195 1,040 1,196 1,044
Other Comprehensive Income 6 (2) 6 (2)
Total comprehensive income for the year, net of tax 1,200 1,038 1,203 1,043

Encouraging performance across verticals led to a revenue growth of 33% and profit growth of 15%, however Margins were under pressure due to spiralling cost inflation. We exited the year with a positive momentum recording highest ever revenue and profits. It has been a year of revival despite transitional impact of Covid and commodity inflation.

Advertising and promotion, as planned, reverted to normalised levels against last year. Increase in expenses representative of Company's decision to continue investment in Brand, Research & Development, IT infrastructure and other long-term growth drivers despite short term impact on the EBITDA margins.

While the inflationary environment continues to pose a challenge, however, we maintain a positive outlook on demand growth and gradual recovery of margins.

2. Brief Description of the Company's Working During the Year/ State of Company's Affairs

Your Company registered robust revenue growth across segments with a 21% CAGR over 2 years. The initiatives towards channel expansion are paying off with decent growth in Ecom, Rural, Enterprise business and International markets. New customers were added, broad basing demand channels. In line with the trend over past few years, growth in B2C has been outpacing B2B, however, there has been increased conversion in projects and B2B over last year.

Switchgear grew by 22% benefiting from new construction and range expansion. Efficient cost and price management helped maintain the switchgear margins. Cable segment grew by 46%, largely contributed by higher commodity prices. Timely transmission of price increases helped maintain Cable margins.

Channel expansion and market share gains helped lighting segment to achieve 26% revenue growth with stable margins. Electrical consumer durables grew by 29% with a healthy mix of value and volume growth, however time lag in passing on the costs to the market impacted the margins.

Lloyd business reported a 34% revenue growth despite Covid striking in the peak summer season in first quarter of the year. Lloyd has undertaken channel and portfolio expansion strengthening its market position. Lloyd margins were severely impacted as hypercompetitive environment restrained adequate price increases required to compensate the cost inflation.

Encouraged by the demand environment, company continued with new product launches and dealer engagements. Manufacturing capacities were added in the water heater and air conditioner units and new setup was created for manufacturing of washing machines.

Digitisation remained high on agenda, with initiatives focusing on improving ease of doing business both for internal and external stake holders.

Prudent financial management and healthy profits helped maintain a Strong Balance sheet. Working capital reverted to normality leading to robust cash levels.

Awards and Accolades

Your Company received the following awards during the Financial Year ended 31st March, 2022:

1. "ICSI CSR Excellence Award" under medium category in its 21st edition of ICSI National Awards for Excellence in Corporate Governance, 2021

2. India Design Mark 2021 - Silencio mixer grinder

3. India Design Mark 2021 - Puro storage electric water heater

4. India Design Mark 2021 - Endura Pearl Grand street light series

5. India Design Mark 2021 - Freedom adaptable architectural light

6. Cll Design Excellence Award 2021 - Freedom adaptable architectural light

7. Good Design Japan 2021 - Nu Bulb + Lamp

8. Red Dot Award 2021- Vogue Highbay Light

9. Great Place to Work

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

As on 31st March, 2022, the Company had two direct overseas subsidiaries:

1. Havells Holdings Limited based at Isle of Man.

2. Havells Guangzhou International Limited based at China.

The Consolidated Profit and Loss Account for the period ended 31st March, 2022, includes the Profit and Loss Account for the subsidiaries for the complete Financial Year ended 31st March, 2022. The Board of Directors of the Company has, by Resolution passed in its Meeting held on 4th May, 2022, given consent for not attaching the Balance Sheets of the subsidiaries concerned. The Consolidated Financial Statements of the Company including all subsidiaries duly audited by the statutory auditors are presented in the Integrated Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and wherever applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India. A Report on Performance and Financial Position of each of the Subsidiaries Company included in the Consolidated Financial Statements is presented in a separate section in this Integrated Annual Report. Please refer (Form No. AOC-1) annexed to the Financial Statements in the Integrated Annual Report. The standalone annual accounts of the subsidiary companies and the detailed related information shall be made available to Shareholders of the Company and of its subsidiary companies upon request and it shall also be made available on the website of the Company i.e. https://www.havells.com/en/discover-havells/investor- relation/financials/balance-sheet.html

The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the

Head Office of the Company and the respective offices of its subsidiary companies.

Joint Venture

Your Company had formed a 50:50 joint venture in People's Republic of China with Shanghai Yarning Lighting Co. Limited under the name of Jiangsu Havells Sylvania Lighting Co. Limited (JV). This Joint Venture Company was created with an objective to produce energy efficient lighting lamps. In Financial Year 2017- 18, owing to the technological changes in the lighting Industry, the Company along with its JV partner had decided to close the business and liquidate the JV. Accordingly, the regular operations were fully closed in October 2017. Liquidation of the company was completed in the current financial year and the final approval for deregistration has been received on 8th February, 2022.

The Liquidation proceeds from the JV amounting to Rs. 18.43 crores have been received in the month of March, 2022.

3. Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

During the financial year 2021-22 Jiangsu Havells Sylvania Lighting Co. Limited upon liquidation ceased to be a joint venture. Besides, there are no companies which have become or ceased to be subsidiary and / or associate of the company during the financial year 2021-22.

4. Reserves

Your Directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings'.

5. Dividend

In line with the Dividend Policy of the Company which is available in the "Codes & Policies" section in the Investor Relations section on the website of the Company and can be accessed at https://www.havells.com/en/ discover-havells/investor-relation/codes-and-policies. html. the Board of Directors, in its Meeting held on 20th October, 2021, declared an Interim Dividend of Rs. 3.00 per equity share of face value of Re. 1/- each, to all the Shareholders who were recorded on the Register of Members as on 28th October, 2021, being the record date fixed for this purpose.

In addition to the Interim Dividend, your Directors are pleased to recommend a Final Dividend @ Rs. 4.50 per equity share for the financial year 2021-22.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 281.84 crores (inclusive of TDS). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Register of Members and Share Transfer books shall remain closed from 16th June, 2022, Thursday to 21st June, 2022, Tuesday (both days inclusive).

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Com pany to which the financial statements relate and the date of the Report No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

However, in terms of the Employee Stock Purchase Schemes of the Company, which are administered by Havells Employees Welfare Trust, 2,16,759 Equity Shares of Re. 1/- each, were approved for Grant on 4th May, 2022 and Vested (pursuant to the respective Employees Stock Purchase Shemes as hereunder) to the eligible employees, which, if exercised, shall result in an equivalent no. of Equity Shares of Re. 1/- each to be allotted/ transferred to the eligible employees under the respective schemes.

A summary is given below:

No of Shares Granted No of Shares Vested
Havells Employees Stock Purchase Plan 2014 41,817 41,817
Havells Employees Stock Purchase Scheme 2015 1,50,000 1,50,000
Havells Employees Stock Purchase Scheme 2016 24,942 13,534*

 

*8,306 Shares vested as 1st tranche out of a total of 24,942 Shares granted for financial year 2021-22; 2,045 Shares vested as 2nd tranche out of a total of 8,454 Shares granted for financial year 2020-21 and 3,183 Shares vested as 3rd tranche out of a total of 13,157 Shares granted for financial year 2019-20.

7. Change in the nature of business

There was no change in the nature of business of the Company during the financial year ended 31st March, 2022.

8. Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year

During the financial year 2021-22, the following were appointed as Independent Directors for a First Term of 5 (Five) years as approved by the Shareholders in the last Annual General Meeting of the Company held on 30th June, 2021.

• Smt. Namrata Kaul (DIN: 00994532)

• Shri Ashish Bharat Ram (DIN: 00671567)

During the year, Smt. Pratima Ram (DIN: 03518633) ceased to be a Director of the Company upon completion of her second term as an Independent Director, which was upto the date of the last Annual General Meeting of the Company held on 30th June, 2021.

The Board places on record its appreciation for the valuable contributions made by Smt. Pratima Ram in all areas of Board's functioning during her tenure as Non- Executive Independent Director on the Board.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Siddhartha Pandit (DIN: 03562264) and Shri Anil Rai Gupta (DIN: 00011892), are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their reappointment.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the re-appointment of Directors are also included in the Notice.

9. Number of Meetings of the Board of Directors

During the Financial Year 2021 -22, the Board of Directors of the Company, met 5 (Five) times on 20th May, 2021, 21st July, 2021, 20th October, 2021, 20th January, 2022 and 24th March, 2022.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meeting of the Independent Directors of the Company was also held on 20th January, 2022, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

10. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Declaration by Independent Director(s) and reappointment, if any

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

12. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other employees

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 22nd December, 2014, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - 1 and forms part of this Report. The Policy is also available in the Investor Relations section, under the "Codes & Policies" tab, on the website of the Company and can be accessed at the weblink https://www.havells.com/en/ discover-havells/investor-relation/codes-and-policies. html

13. Formal Annual Evaluation

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") contain provisions for the evaluation of the performance of:

(i) the Board as a whole,

(ii) the individual directors (including independent directors and Chairperson) and

(iii) various Committees of the Board.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the Company is required to disclose the manner of formal annual evaluation.

The Board evaluation exercise for financial year 2021-22 was carried out by way of internal assessments done based on a combination of detailed questionnaires and verbal discussions.

Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:

• Board composition and quality with emphasis on its size, skill, experience and knowledge of members;

• Periodic review of Company's management and internal control system for appropriateness and relevance;

• Board process and procedure with emphasis on the frequency of meetings, attendance thereof, flow of information;

• Oversight of Financial Reporting process including Internal Controls and Audit Functions;

• Engagement in Corporate Governance, ethics and compliance with the Company's code of conduct.

The Board evaluated the performance of the Committees on the following parameters:

• Appropriateness of size and composition;

• Clarity of mandate and well-defined agenda;

• Reporting to the Board on the Committee's activities;

• Availability of appropriate internal and external support or resources to the Committees.

Performance Evaluation of Individual Directors

The performance evaluation of the Individual Directors were carried out by the Board and other Individual Directors, considering aspects such as:

• Sufficient knowledge of Company strategy and objective;

• Understand their role as Director, as distinct from management;

• Adequate and productive use of knowledge and experience of the Independent Directors for the functioning of Board;

• Efforts for professional development to enable better fulfilment of their responsibilities;

• Ask questions/ critique proposals with confidence;

• Open and effective participation in Board discussions;

• Keep stakeholder interest as the touchstone in endorsing decisions.

Performance Evaluation of Chairman

• Display of effective leadership qualities and skill;

• Implementation of observations/ recommendations of Board Members;

• Effective and timely resolution of grievances of Board Members;

• Ability to bring convergence in case of divergent views and conflict of interest situation tabled at Board Meetings;

Evaluation Outcome

The evaluation brought to notice that the sharing of information with the Board, its timeliness, the drafting of agenda notes and the content thereof as well as the drafting of the minutes were found to be satisfactory. All the Board Members were satisfied with the way the affairs of the Company were conducted.

14. Annual Return

A copy of the Extracts of the Annual Return of the Company as required under section 134(3)(a) of the Companies Act, 2013, in Form No. MGT-9, as they stood on the close of the financial year i.e. 31st March, 2022 is furnished in ANNEXURE - 2 and forms part of this Report.

Further, a copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the Companies Act, 2013, in Form No. MGT-7, as they stood on the close of the financial year i.e. 31st March, 2021 is uploaded on the website of the Company in the Investor Relations Section under Disclosures and can be accessed from https://havells.com/en/discover-havells/ investor-relation/disclosures.html

15. Auditors

1. Statutory Auditors

As per provisions of Section 139(1) of the Companies Act, 2013, the Company appointed M/s Price Waterhouse & Co Chartered Accountants LLP (Registration No. 304026E/ E300009) as Statutory Auditors for a period of 5 (Five) years in the AGM of the Company held on 30th June, 2021.

Statutory Auditors' Report

The observations of Statutory Auditor in its reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

2. Cost Auditors

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s Sanjay Gupta & Associates, Cost Accountants (Firm Regn. No. 000212) were appointed as the Cost Auditor of the Company for the year ending 31st March, 2022.

The due date for filing the Cost Audit Report of the Company for the financial year ended 31st March, 2021 was 18th June, 2021 and the same was filed in XBRL mode by the Cost Auditor within due date.

Disclosure on maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 (18 of 2013) for the Financial Year 2021-22.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s MZ & Associates were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2022.

Annual Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24Aof the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 3. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2022 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s MZ & Associates, Secretarial Auditors.

16. Particulars of Loans, Guarantees or Investments under Section 186

The particulars of loans given, investments made and guarantees provided by the Company, under Section 186 of the Companies Act, 2013, as at 31st March, 2022, are furnished in ANNEXURE - 4 and forms part of this Report.

17. Particulars of contracts or arrangements with Related Parties

The particulars of every contract and arrangement if entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE-5 and forms part of this Report.

18. Contribution to Exchequer

The Company is regular in payment of taxes and other duties to the Government. During the year under review your Company paid Rs. 426.85 crores towards Corporate Income Tax as compared to Rs. 271.78 crores paid during the last financial year. The Company has also paid an amount of Rs. 2,849.67 crores on account of GST and Custom duty and claimed government assistance and support of Rs. 1.02 crores during financial year 2021-22 as compared to Rs. 2,166.38 crores paid and not claimed any government assistance and support during last Financial Year.

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

The Shareholders vide their Special Resolution dated 9th June, 2014, passed by way of Postal Ballot, have approved inviting/ accepting/ renewing deposits, in terms of the provisions of Companies Act, 2013 making the Company eligible for the same. However, the Company has not accepted any deposits during the year under review.

20. Corporate Social Responsibility (CSR)

Social and Environmental responsibility has always been at the forefront of Havells' operating philosophy and as a result the Company consistently contributes to socially responsible activities. Havells Corporate Social Responsibility Policy is deep rooted in the Company's core values of quality, reliability and trust and driven by our aspiration for excellence in the overall performance of our business.

Havells CSR ethos are motivated by the belief that small steps lead to meaningful change in people's lives "Chhote Kadam Badi Soch".

This belief has led to targeted efforts by the organisation for the communities revolving around six strong pillars of Health and Nutrition, Education, Skill and Development, Sanitation, Environment, Heritage Conservation and other humanitarian causes. These pillars not only move hand in hand with the ones envisioned by the government but are also aligned to United Nations Sustainable Development Goals.

Being a responsible corporate citizen, our CSR initiatives are focused at delivering maximum value to the society. Company's approach to CSR has been more than just compliance. Our social initiatives started way before CSR was mandated by the government under the Companies Act, 2013.

While at Havells CSR is carried out with the sole philosophy of giving it back to the society, this year Havells was conferred the ICSI CSR Excellence Award "Best Corporate Medium" by Institute of Company Secretaries of India recognizing the responsible work being done by the Company in the identified areas.

Some of the key initiatives include:

Meals Distribution (Mid Day Meal Programme) -

Prior to Covid times, we were serving more than 60,000 students across 693 schools every day, in Alwar district of Rajasthan under mid-day meal programme.

In line with the local governments' initiative of food distribution to the needy people, we distributed Dry Ration instead of cooked food to the people impacted by the pandemic. During financial year 2021-22, we distributed Dry Ration to more than 7 lakhs students in coordination with School Authorities.

Hygiene and Sanitation (Bio-toilets and distribution of Re-usable Sanitary Napkins) - The Company has been proactive in delivering its responsibility in the areas of hygiene and sanitation to the society. It is our firm belief that WASH (Water, Health and Sanitation) initiative is critical for ensuring overall development of the child. This initiative aligns with the ambitious ‘Swachh Bharat Mission' advocated by the Government of India and with the United Nations Sustainable Development Goals. Over the last few years we have constructed more than 4,000 bio toilets. Today, not only we are funding the upkeep of these bio-toilets but also focus on another key aspect which is sensitising stakeholders on the importance of sanitation. Havells started providing reusable sanitary napkins as well as started educating the girls through workshops and during financial year 2021 -22 more than 97,000 sanitary napkins - were distributed in Alwar.

Conserving National Heritage - Your Company aims to preserve country's rich heritage and pass it on to the future generations in the best possible condition. Keeping this in mind, your Company tied-up with Aga Khan Trust for Culture (AKTC) for contributing towards building Humayun's Tomb Interpretation Centre. Your Company has also been contributing towards conserving the 15th century monument of national importance "Subz Burj" situated at Nizamuddin, New Delhi. It has been conserved and restored over the last four years using traditional materials and building-craft techniques favoured by 16th Century craftsmen.

Societal Education and Infrastructure - Your Company has partnered with Plaksha, a collective philanthropic effort to re-imagine engineering and technology education in India and the World. The tie up with Plaksha will provide financial assistance to needy students in the form of scholarship as well as creating infrastructure for the benefit of such students. With an objective to strengthen the school infrastructure, the Company recycles the waste wood across its manufacturing plants and converts them into tables and benches which are donated in the government schools in Alwar, Neemrana and Haridwar. Till date, your Company has donated over 4,000 set of table & bench benefitting over 7,000 students in the government schools.

Tree Plantation - Tree plantation has been a regular activity at Havells with the twin purpose to save endangered environment and to preserve flora and fauna. Your Company has planted over 15 lakhs trees in last 5 years in Bhopal, Madhya Pradesh and Neemrana, Rajasthan.

Further, the Company has in place CSR Committee and Policy as per the applicable laws and regulations. The disclosures on the same as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith as ANNEXURE - 6 to this Report in the prescribed format.

21. Audit Committee

As at 31st March, 2022, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Shri Upendra Kumar Sinha, Smt. Namrata Kaul, Shri Subhash S Mundra and Shri Surjit Kumar Gupta, majority of them being Independent Directors except Shri Surjit Kumar Gupta, who is a Non- Independent Non-Executive Director. Shri Upendra Kumar Sinha, an Independent Director, is the Chairman of the Audit Committee. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

22. Enterprises Risk Management Framework

Havells Enterprises Risk Management (ERM) & Governance Framework is based on Internationally accepted framework, issued by the Committee of Sponsoring Organisations of the treadway Commission (COSO). Havells ERM framework uses the principle of the four ‘Ts' to address the identified risk - we first attempt to treat it, either decide to tolerate it (keeping the costs and risks in mind), or we transfer it (to an area where it can be treated), or else we terminate it.

Company's well established ERM framework, enables business to achieve sustainable, predictable and profitable growth, by first recognizing and then optimizing adverse impacts, thereby bringing predictability and efficiency of operations.

ERM is closely entrenched across all Functions and business divisions of the company and is effectively being used today to make business decision. More than a 100 meetings contributing to -8400 Man hours of intense discussions, bear testimony to the intrinsic nature of ERM's role within the company. ERM framework has also been refreshed in line with updated COSO Framework, which is integrated with strategy & performance.

ERM Committee of the Board, chaired by an Independent Director, reviews the progress status of top identified risks bi-annually and guides the ERM Coordinator, who works closely with business & functional team for identification, monitoring & execution of agreed risk responses. The Company has recently introduced the Risk Maturity model, which identifies and progress made against each risk as per the action plan taken for its mitigation.

The Company is continuously focusing on adopting AI/ML based technologies, Industries 4.0, Robotic, Data analytics, Enterprise resource planning (ERP), governance, risk and compliance (GRC). Adoption of next Generation Technologies help us in enhancing productivity, efficiency & decision making process across the organisation and support in achieving operating effectiveness of company's integrated risk management framework.

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has robust internal financial controls (IFC) systems, which is in line with requirement of the Companies Act, 2013, which is intended to increase transparency & accountability in an organisation's process of designing and implementing a system of internal control. The Company has a clearly defined Governance, Risk & Compliance Framework aligned with Policies, Standard Operating Procedures (SOP), Financial & Operational Delegation of Authority (DOA). Our SAP ERP & GRC system facilitate mapping with role based authority to business & functional team to ensure smooth conduct of their operations across the organisation.

The Company has well established Internal audit function. Risk based audit are performed for all businesses, functions & locations (Plants, Branch, warehouse, Head office). Risk Based annual Audit plan is approved by the Audit Committee, further on a quarterly basis summary of key findings along with their root cause analysis and action taken status are presented to the Audit Committee.

Risk Control Matrix (RCM) has been prepared with respect to each Business functions and their mapping are being done with Functional Dashboard/ Compliance Management System/ GRC Process Control. The internal control system ensures compliance with all applicable laws and regulations.

Our IFC process, supports orderly and efficient conduct of its business including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

24. Details of establishment of Vigil Mechanism for Directors and Employees

The Company has a very strong Whistle blower policy in place under the name "Satark", whereby a forum is available for all Employee(s), business associate(s) engaged with the Company who can report any fraud, irregularity, wrong doing and unethical behaviour. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. Any complaint received under Satark policy are even mapped to the Chairman of the Audit Committee. This Satark policy is also available on the website of the company https://www.havells.com/en/ discover-havells/investor-relation/codes-and-policies. html

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

26. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

27. Employee Relations

Last year the Havells family emerged stronger, because we learnt from the experiences of the pandemic and were very well prepared to deal with an evolving and ambiguous situation.

The year started with a clear focus on expediting vaccination for all. We realised that the only way out of the pandemic was to ensure the safety of our people. We persuaded and facilitated vaccination through dedicated camps, reimbursements for employees. Keeping in mind that we need to handle this for a distributed work force, across plants and branches and ensure full coverage; we leveraged Digital Technology to help tracking. The Employee Self Service (ESS) App, was added with features wherein people could upload their vaccination status through uploading certificate and ensure real time tracking of vaccination status. This was followed up with regular weekly calls and mailers to ensure maximum vaccination.

The second wave created unforeseen challenges to the health and wellness of our employees and their families. We ensured that we do whatever we can to provide material and emotional support to the employees and their families. As the availability of oxygen was severely impacted due to unprecedented demand; we airlifted oxygen cylinders and distributed across our branches, plants and HO so that any employee who needed one for himself/herself or immediate family could borrow the same and return post usage. A cross functional team was created across each location/plant to monitor and facilitate the distribution and collection of these.

Despite best efforts by all concerned in case of an unfortunate demise of a company employee, we ensured the immediate family is taken care of in the near term. To facilitate the same, the Company launched two important employee welfare policies. The existing medical insurance of the deceased employee was extended to the immediate family for a term of five years. Financial support for education of upto two children was also extended for five years.

At the beginning of 2022, the management announced a wealth creation opportunity called EOP (Employee Ownership Plan) for all employees. The thought is that every employee stays in the organisation longer and strives to do beyond what is expected, so that their profession and personal growth is linked to the organisation's growth.

Continuous Learning & Development was ensured through LMS (Learning Management System) portal ‘Saksham'. Instructor led trainings were conducted using a combination of online sessions, exercises and quizzes.

For the third year in succession, we are recognised among ‘the Great Places to Work 2022'.

At Havells, we ensure that there is full adherence to the Code of Ethics and fair business practices. Havells is an equal opportunity employer and employees are evaluated solely on the basis of their contribution and performance. We provide equal opportunity in all aspects of employment, including retirement, training, work conditions, career progression etc. Further, Havells is committed to maintaining a workplace where each employee's privacy and personal dignity is respected and protected.

Nirbhaya

As a responsible employer, Havells has always been conscious of its duty towards prevention and control of sexual harassment at workplace. Reckoned to be a Great Place to Work? organisation, is an achievement which puts the organization amongst its global peers. As mandated by law, Havells has in place a "Nirbhaya" policy for women employees. An Internal Complaints Committee has been constituted as per the policy to provide a forum to all female personnel to lodge complaints (if any) and seek redressal. The Committee meets regularly to take note of useful tools, mobile applications, media excerpts, interactive sessions, etc., that sensitize the female employees. The Committee submits an Annual Report to the Audit Committee of the Board of Directors on the complaints received and action taken by it during the relevant financial year. During the Financial Year 2021-22, no complaint was lodged with the Internal Complaints Committee (ICC).

28. Details pursuant to Section 197(12) of the Companies Act, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ANNEXURE - 7.

29. Employees Stock Option/ Purchase Plans

The Company has in place 3 (Three) employee benefit schemes, namely, Havells Long Term Incentive Plan 2014 (LTIP 2014), Havells Stock Purchase Scheme 2015 (ESPS 2015) and Havells Stock Purchase Scheme 2016 (ESPS 2016).

Besides, with the intent to grant equity-based incentives to its eligible employees in order to inter-alia attract and retain talented employees and reward their performance, the Board upon the recommendation of Nomination and Remuneration Committee has also approved the "Havells Employees Stock Purchase Scheme 2022" and recommends the same for Shareholders approval in the forthcoming AGM, details whereof are included in the Notice of AGM.

Further, the Board upon the recommendation of Nomination and Remuneration Committee has also approved amendment to Part B - Havells Employees Stock Purchase Plan 2014 of the Havells Employees Long Term Incentive Plan 2014 and recommends the same for Shareholders approval in the forthcoming AGM, details whereof are included in the Notice of AGM.

All the existing and proposed benefit schemes are administered by Havells Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee.

Promoters, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company, Employees not residing in India or Non Resident Indians (NRIs) are not eligible for the grant of options/ issue of shares under any of the Schemes. The Company has received a certificate dated 4th May, 2022 from the Secretarial Auditors of the Company that the Schemes have been implemented in accordance with the applicable SEBI Guidelines and the Resolutions passed by the shareholders dated 9th June, 2014, 4th December, 2015 and 13th July, 2016 in respect of LTIP 2014, ESPS 2015 and ESPS 2016 respectively. The Certificate will be placed at the Annual General Meeting for inspection by Members. There has been no material change in any of the subsisting Schemes. Disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, in respect of LTIP 2014, ESPS 2015 and ESPS 2016 as at 31st March, 2022 are available on the website of the Company at https:// www.havells.com/en/discover-havells/investor-relation/ disclosures.html

30. Credit Ratings CARE Ratings

CARE has yet again assigned a CARE AAA [Triple A] rating to the long-term facilities of your Company during the current Financial Year. This rating is applicable to facilities having a tenure of more than one year. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. CARE has also reaffirmed the CARE A1+ [A One Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having a tenure upto one year. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

31. Global Certifications

The Company augmented its global certifications from its existing bucket like BASEC, KEMA, UL, TIS, and CB, for its various products to expand its reach in international arena.

The Company further obtained the following certifications during the year:

• IEC 60335-2 for different models of mixers and grinders.

• RCBO CB report upgradation as per IEC 61009-1

• RCCBs CB Report as per IEC 61008-1

• AFDDs certification as per IEC 62606

• Auto-reclosure certification as per IEC 63024

• Various MCB certifications as per IEC 60947-2

32. Corporate Governance

The Company is committed to highest corporate governance standards by applying the best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Annual Report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of Integrated Annual Report.

33. Environment, Health and Safety

During the financial year 2022 which was still reeling under the shadow of the pandemic, Havells continued to focus on the aspects of Environment, Social and Governance (ESG) that would work towards an inclusive society, which was stronger and more resilient. For Havells, Environment, Health and Safety (EHS) is an integral part of the larger ambit of Sustainability umbrella and is fully committed to run its operations including allocation of resources using principles of sustainable deployment to curtail the impact on the environment and communities.

Our manufacturing facilities are certified with the integrated management systems such as IS045001/ OHSAS 18001 (Occupational Health and Safety) and ISO 14001 (Environment Management System) and ISO 50001 (Energy Efficiency). We are committed to providing a safe and productive environment for our workforce and we continue to maintain best health and safety measures leading to Zero occupational fatality. Adhering to the COVID-19 prevention directions, we maintained the highest level of health and safety protocols at all our plants and offices. Our approach at workplaces was strategically formulated and implemented, considering the nature of working site, employee strength, floor density and other relevant attributes, through the robust COVID-19 Standard Operating Procedures (SOPs).

Detailed directions through SOPs continued to be systematically disseminated to the workforce via workmails, Company's intranet, displays at factory/ office sites, online trainings, etc. We also deployed Work from Home policies for our employees to maintain safe working conditions in Covid times along with ensuring vaccination of the workforce. Through the new normal, we have sustained best environmental and health & safety standards that are derived out of our Integrated Management System- Quality Energy Environment Health and Safety (IMS-QEEHS) Policy.

Despite the trying times of pandemic and stricter ESG rating methodology, Havells was ranked 7th in the electrical equipment section globally in Dow Jones Sustainability Index (DJSI) Assessment. Havells has been consistently ranked in the top 10 global companies for ESG performance in the electrical sector for last three years, in addition to be featured in S&P Global Sustainability Yearbook.

In addition, during the year, in October 2021, Havells has been upgraded from ‘BBB' to A' rating in Morgan Stanley formulated MSCI ESG Rating. MSCI ESG methodology is formulated to evaluate a company's resilience in the long-term and gauge companies' exposure to ESG risks.

With an aim to continuously strengthen our processes, we conducted various awareness sessions and events on health, safety and environmental topics, online and in field. Even though our Company does not fall under energy intense sector, we are still mindful of our impact on the environment and are taking progressive steps to minimise the same. Contributing proactively to Nation's ambition to achieve the United Nations Sustainable Development Goals (UN-SDGs), we have mapped our activities and sustainability efforts to SDGs. In pursuit to reduce our resource footprint, some of the major initiatives includes, planting over 15 lakhs tree saplings in the last 4 years, doubling our total solar installed capacity to 9 MW from existing capacity of 5.6 MW. With our dedicated and planned efforts, we have implemented resilient strategic measures across the organisation to create sustainable and equitable progress.

34. Research and Development

We continue to make very good progress on the roadmap that we laid out for our R&D transformation few years ago.

During financial year 2021-22, our R&D spend stood at Rs. 110.26 crores, which is 0.79% of total revenue. The spends continued to be focused on capacity and capability building at our three core R&D centers based out of Noida HO, Noida Sector 59 and Bengaluru. Our target is to further intensify the efforts on R&D investments and expand it to ~ 2% of total revenue in coming years.

Our investments in state-of-the art Customer Experience and Design (CXD) studio forms the core of understanding social, emotional and behavioural needs of customers through design thinking and co-creation methodologies with dealers, business teams, industry thought leaders and potential customer groups. CXD focuses on discovering customer pain points and addressing them through novel and useful product designs.

The efforts of CXD studio are continuously appreciated by our customers and its further augmented by tally of acclaimed design awards. In 2021, we received the prestigious India design mark awards for Silencio mixer grinder, Freedom - adaptable architectural light, Puro storage water heater and Endura pearl grand streetlights series. NU Bulb+ and Vogue high bay luminaires won Good design awards Japan 2021 and Red dot award 2021 respectively. Freedom - adaptable architectural light was also awarded Cll Design excellence award.

Our Bengaluru Innovation Centre launched in 2019-20 continues to drive our transformational strategy with clear focus on establishing Centers of Excellence (COEs) in Internet of things (loT), Software, Engineering Design, and Power Electronics. These COEs are playing a pivotal role in our innovation journey and self-reliance for critical technologies while accelerating the digital journey for our products giving an unparalleled smart and connected experience to our customers. In a short span of less than two years, this center has grown to a team of 80+ top-notch R&D members who are actively leveraging the Silicon Valley of India ecosystem by collaborating with technology providers, start-ups and academia.

The advanced R&D center at Noida Sector 59, continues to play a critical role in ensuring the Havells brand promise of quality and customer value proposition. With many industry leading and accredited labs under its umbrella, the R&D center ensures every product and Innovation that goes out in the market undergoes rigorous validation and testing to meet the standards of safety, reliability and customer experience till the end of lifecycle. This includes building new infrastructures for adoption of new technologies across our product range like the recent addition of anechoic test facility for understanding and regulating noise factors in appliances. Furthermore, to improve whole value chain of product development and delivery to customers, various initiatives and methodologies are driven like advance simulation to improve cycle time of development and advanced material substitution for cost reduction without compromising on product quality.

Overall, we are promoting a culture and mindset of intellectual assets creation. During 2021-22, we applied for 9 new patents and 233 new design registrations taking our cumulative tally to 112 and 781, respectively. We are extremely proud to report that our innovation efforts are getting recognised across the industry. Havells was awarded prestigious Cll Top 25 Innovative company award for 2021- the only FMEG Company to qualify for this highly coveted list. Two of our flagship products - Havells Efficiencia Neo ceiling fan and Monza DX25 storage water heater, won appliance of the year NECA (National Energy Conservation) award instituted by Bureau of energy efficiency.

As the world is coming out of the pandemic, our strong resolute in R&D has helped to navigate many challenges like materials supply disruptions, cost escalations and changes in customer preferences. The wealth of knowledge and infrastructures that we have created over these couple of years will stay with us and will continue to be source of competitive advantage.

35. Transfer to Investor Education and Protection Fund

(A) Transfer of Unpaid Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred Rs. 25,76,135 during the year to the Investor Education and Protection Fund.

These amounts were lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years after declaration of Interim Dividend and Final Dividend for financial year ended 2013-14.

(B) Transfer of Shares underlying Unpaid Dividend

During the Financial Year, the Share Allotment and Transfer Committee in its Meeting held on 28th April, 2021, transmitted 13,079 Equity shares on account of Unclaimed Dividend for financial year 2013-14 (Interim) into the DEMAT Account of the IEPF Authority held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These Equity Shares were the Shares of such 7 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2013- 14 (Interim) had been transferred into the IEPF and who had not encashed their dividends for 7 years.

Further, the Share Allotment and Transfer Committee, in its meeting held on 27th August, 2021, also transmitted 15,200 Equity Shares of the Company into the DEMAT Account of the IEPF Authority. These Equity Shares were the Shares of such 3 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2013-14 (Final) had been transferred into IEPF and who had not encashed their dividends for 7 (Seven) years.

Individual reminders were sent to concerned Shareholders advising them to encash their dividend and the complete List of such Shareholders whose Shares were due for transfer to the IEPF was also placed in the Unclaimed Dividend section of the Investor Relations Section on the website of the Company at httos://www. havells.com/en/discover-havells/investor-relation/ unclaimed-dividend.html

With the transfer of abovesaid shares into IEPF, a total of 2,28,165 Shares of the Company (after taking into account the shares claimed back out of IEPF) were lying in the Demat A/c of the IEPF Authority, hereinabove mentioned, after considering the valid claims made therefrom.

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5 available on www.iepf.aov.in. The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purpose of transferring the shares back to the claimant as and when he approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT account. Any further dividend received on such shares shall be credited to the IEPF Fund.

36. Shares lying in unclaimed suspense account in electronic mode

As at 31st March, 2022, total 1,84,100 Shares were lying in the Unclaimed Suspense Account in dematerialised form in the Havells India Limited Unclaimed Suspense A/c held with IDBI Bank Limited (DP). The voting rights on the said shares shall remain frozen till the rightful owner of such shares claims the shares. The rightful owner can still claim his/ her shares from the suspense account after complying with the procedure laid down in the statute regarding the same. The Company had so far transferred 2,27,100 (Two Lakhs Twenty Seven Thousand and One Hundred Only) Equity Shares into Unclaimed Share Suspense Account in terms of Regulation 39(4) read with Schedule VI to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subsequently, 43,000 Shares of Re. 1/- each were transferred to the rightful owners as approved by the Share Transfer and Allotment Committee. Further, the corresponding amount of dividend against the claimed shares has already been paid/ under process of payment, to the Shareholders.

37. Listing of shares

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2022- 23 has already been paid to the credit of both the Stock Exchanges.

38. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - 8 and forms part of this Report.

39. Business Responsibility and Sustainability Report (BRSR)

Havells believes in communicating its ESG performance in a transparent manner and in line with global standards to our stakeholders. Continuing with this philosophy, we are now moving from Business Responsibility Report (BRR) to the newly introduced reporting requirements on ESG parameters i.e. Business Responsibility & Sustainability Report (BRSR). We are proud to publish our 1st BRSR of the Company for the year 2021-22, ahead of the mandate. The BRSR would follow the format detailed in the amendment to Regulation 34(2)(f) of SEBI LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and will form a part of this Integrated Annual Report. The BRSR for Financial Year 2021 -22 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India. We have further enhanced our existing strong reporting structure and mechanisms to ensure we capture reliable and accurate data for the requirements of BRSR disclosures.

Havells 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. We are 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 in addition to our annually published voluntary sustainability disclosures based on globally accepted Global Reporting Initiative (GRI) standards and six capitals based Value Reporting Foundation's framework on Integrated Reporting that is available on our website at www.havells.com.

We have also provided the requisite mapping of information and principles between the Sustainability disclosures and the Business Responsibility & Sustainability Report as prescribed by SEBI. The same is also available on the website www.havells.com.

40. Acknowledgements

The continued co-operation and support of its loyal customers has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, co-operation and support is helping us as a company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in establishing the Havells brand. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

   

Havells India Ltd Company Background

Anil Rai GuptaAnil Rai Gupta
Incorporation Year1983
Registered Office904 9th Floor Surya Kiran Bldg,Kasturba G Marg Connaught Plac
New Delhi,Delhi-110001
Telephone91-120-4771000,Managing Director
Fax91-120-4772000
Company SecretarySanjay Kumar Gupta
AuditorPrice Waterhouse Chartered Accountants LLP
Face Value1
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarLink Intime India Pvt Ltd
Noble Heights 1st Fl,Plot NH 2 C-1 Block ,LSC Janakpuri ,New Delhi - 110058

Havells India Ltd Company Management

Director NameDirector DesignationYear
Anil Rai Gupta Chairman & Managing Director 2022
Surjit Gupta Non-Exec & Non-Independent Dir 2022
Rajesh Gupta Whole time Director (Finance) 2022
Sanjay Kumar Gupta Company Sec. & Compli. Officer 2022
T V Mohandas Pai Non-Exec & Non-Independent Dir 2022
Puneet Bhatia Non-Exec & Non-Independent Dir 2022
Ameet Kumar Gupta Whole-time Director 2022
JALAJ ASHWIN DANI Non-Exec. & Independent Dir. 2022
U K Sinha Non-Exec. & Independent Dir. 2022
Siddhartha Pandit Whole-time Director 2022
S S Mundra Non-Exec. & Independent Dir. 2022
B Prasada Rao Non-Exec. & Independent Dir. 2022
Vivek Mehra Non-Exec. & Independent Dir. 2022
Namrata Kaul Non-Exec. & Independent Dir. 2022
Ashish Bharat Ram Non-Exec. & Independent Dir. 2022

Havells India Ltd Listing Information

Listing Information
BSE_500
BSE_CD
BSE_100
BSE_200
BSEDOLLEX
NIFTYJR
CNX500
CNX100
CNXCONSUMP
CNX200
BSECARBONE
NFT100EQWT
BSEALLCAP
BSELARGECA
GOODSSERVI
NFTQULTY30
SENSNEXT50
ESG100
LMI250
BSEDSI
BSE100LTMC
NFTYLM250
NFTY200Q30
NFTYCD
NF500M5025

Havells India Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Cables Km 0003178.88
Electrical Consumer Durables No 0002375.28
Lloyd Consumer NA 0001688.61
Switchgear No 0001454.51
Lighting Fixture No 0001084.29
Others No 000636.48
Export Incentives NA 0009.87
Bathfittings No 0000
Sale of Products NA 0000
Scrap Materials NA 0000
Miscellaneous NA 0000
Other Operating revenue NA 0000
Other Traded Goods NA 0000
EWA No 0000
Excise Duty NA 0000
Export of Services NA 0000
Job Charges NA 0000
Sale of Services NA 0000
Electric. Cons. Durables-TradeNA 0000
Government Assistance for GST NA 0000
Lighting and Fixtures - TradedNA 0000
Switchgears-Traded NA 0000
Industrial Switch gears No 0000
Household Meters No 0000

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