MIRA INFORM REPORT

Report Date :

30.03.2013

IDENTIFICATION DETAILS

Name :	WHIRLPOOL OF INDIA LIMITED
Formerly Known As :	KELVINATOR OF INDIA LIMITED
Registered Office :	Plot A-4, MIDC, Ranjangaon Taluka-Shirur District Pune – 419204, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	09.07.1960
Com. Reg. No.:	11-020063
Capital Investment / Paid-up Capital :	Rs.1268.718 Millions
CIN No.: [Company Identification No.]	L29191PN1960PLC020063
TAN No.: [Tax Deduction & Collection Account No.]	MUMW01401B DELW00327F
PAN No.: [Permanent Account No.]	AAACW1336L
Legal Form :	A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.
Line of Business :	Manufacturer of home appliances.
No. of Employees :	2750 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (63)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 19000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track record. There appears some slight dip in the turnover and profitability of the company it is due to negative industry growth. However, Financial position of the company appears to be sound. Performance capability of the company is good. Products of the company are well known to consumer’s .Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	AA- (Long Term Rating)
Rating Explanation	High degree of safety it carry very low credit risk.
Date	21.02.2013

Rating Agency Name	CRISIL
Rating	A1+ (Short Term Debt)
Rating Explanation	Strongest degree of safety it carry lowest credit risk.
Date	21.02.2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	Plot A-4, MIDC, Ranjangaon Taluka-Shirur District Pune – 419204, Maharashtra, India
Tel. No.:	91-11-6857688/ 91-20-4061100 / 2138-660100
Fax No.:	91-11-6857701/ 91-2138-232376/ 232229
E-Mail :	ravi_kumar_sabharwal@whirlpool.com dinesh_mittal@whirlpool.com
Website :	http://www.whirlpoolindia.com
Corporate Office 1 :	A 8, Vaitalik, U.S.O. Road, Qutab Institutional Area, New Delhi – 110 067, India
Tel. No.:	91-11-26857180
Fax No.:	91-11-26523369
E-Mail :	dinesh_mittal@whirlpool.com
Corporate Office 2 :	Plot No. 40, Sector – 44, Gurgaon – 122 022, Haryana, India
Tel. No.:	91-124-4591300
Fax No.:	91-124-4591301
Factory :	· Faridabad, Haryana, India · Thirubhuvanai, Pond cherry, India · Ranjangaon, Maharashtra, India

DIRECTORS

As on: 31.03.2012

Name :	Mr. Arvind Uppal
Designation :	Chairman and Managing Director
Name :	Mr. Anil Berera
Designation :	Whole Time Director
Name :	Mr. Vikas Singhal
Designation :	Whole Time Director
Name :	Mr. Anand Bhatia
Designation :	Independent Director
Name :	Mr. Simon J. Scarff
Designation :	Independent Director
Name :	Mr. Sanjiv Verma
Designation :	Independent Director

KEY EXECUTIVES

Name :	Mr. Ravi Sabharwal
Designation :	Company Secretary

SHAREHOLDING PATTERN

As on: 31.12.2012

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(2) Foreign
Bodies Corporate	95153872	75.00
Sub Total	95153872	75.00
Total shareholding of Promoter and Promoter Group (A)	95153872	75.00
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	6209827	4.89
Financial Institutions / Banks	181689	0.14
Central Government / State Government(s)	633	0.00
Foreign Institutional Investors	6733235	5.31
Any Others (Specify)	85	0.00
Any Other	85	0.00
Sub Total	13125469	10.35
(2) Non-Institutions
Bodies Corporate	4502343	3.55
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	8498311	6.70
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	4444411	3.50
Any Others (Specify)	1147424	0.90
Trusts	43828	0.03
Non Resident Indians	638417	0.50
Clearing Members	24577	0.02
Hindu Undivided Families	440602	0.35
Sub Total	18592489	14.65
Total Public shareholding (B)	31717958	25.00
Total (A)+(B)	126871830	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	126871830	0.00

BUSINESS DETAILS

Line of Business :

Manufacturer of home appliances.

Products :

Product Description	Item Code No.
Refrigerators	8418
Washing Machines	8450
Air Conditioner	8415

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Actual Production
Refrigerators	Nos.	1883409
Washing Machines	Nos.	561945
Air Conditioners	Nos.	18563
Microwave Ovens	Nos.	--
Other Products	Nos.	--
Semi Finished Goods	Nos.	18891
Spares and Accessories	Nos.	--
Miscellaneous	Nos.	--

Particulars	Unit	Installed capacity per annum
Refrigerator Direct Cool	Nos.	1974000
Refrigerator No Frost	Nos.	811200
Washing Machine	Nos.	1043000
Blade Coffee Grinder	Nos.	200000
Air Conditioners	Nos.	93600
Portable Oven & Small Appliances	Nos.	1200000

GENERAL INFORMATION

No. of Employees :

2750 (Approximately)

Bankers :

· ABN Amro Bank N.V. · Citibank · Deutsche Bank · HDFC Bank Limited · Punjab National Bank · Standard Chartered Bank · Hongkong and Shanghai Banking Corporation · Standard Chartered Grind lays Bank Limited · State Bank of India · Bank of America · Standard Chartered Bank · ABN Amro Bank · Bank of America · Punjab National Bank · Nova Scotia Bank · Royal bank of Scotland · HSBC Bank · ING Vysya Bank · J. P. Morgan Chase Bank

Banking Relations :	--
Auditors :
Name :	S. R. Batliboi and Company Chartered Accountants
Cost Auditor:
Name :	R. J. Goel and Company Cost Accountants
Parties having direct or indirect control over the Company :	· Whirlpool Corporation Inc., USA (Ultimate Holding Company) · Whirlpool Mauritius Limited (Holding Company)
Group Companies / Enterprise where common control exists and with whom transactions have taken place during the year :	· Whirlpool (China) Investment Company Limited · Whirlpool Greater China Inc. · Whirlpool Southeast Asia Pte, · Whirlpool Europe S.r.l. · Whirlpool India Holdings Limited · Whirlpool Slovakia Spol s.r.o. · Whirlpool S.A. · Whirlpool (Hong Kong) Limited · Whirlpool (Australia) Pty. Limited · WFC de Mexico S. de R.L. de C.V. · Whirlpool Maroc S. àr.l. · Whirlpool Argentina S.A. · Whirlpool South Africa (Pty) Limited. · Guangdong Whirlpool Electrical Appliances Company Limited · Whirlpool Microwave Products Development Limited. · Beijing Embraco Snowflake Compressor Company Limited · Whirlpool France S.A.S., · Whirlpool Sweden A.B. · Whirlpool Canada Holding Comapny · Bauknecht Hausgeräte GmbH · Empressa Brasileira · Comercial Acros Whirlpool · S.A. de C.V. · Whirlpool Product Development (Shenzhen) Company Limited · Whirlpool Asia Private Limited · Whirlpool Peru S.R.L. · Whirlpool Poland SA. · Whirlpool Chile Limited

CAPITAL STRUCTURE

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
150000000	Equity Shares	Rs.10/- each	Rs.1500.000 Millions
155000000	Preference Shares	Rs.10/- each	1550.000 Millions
	Total		Rs.3050.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
126871830	Equity Shares	Rs.10/- each	Rs.1268.718 Millions

Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

(Rs. In Millions)

Particulars	31.03.2012
	No. of shares	Amount
Equity Shares
Shares outstanding at the beginning of the year	126,871,830	1268.718
Shares Issued during the year	-	-
Shares outstanding at the end of the year	126,871,830	1268.718
10% Redeemable Non-Convertible Cumulative Preference Shares
Shares outstanding at the beginning of the year	53,850,000	538.500
Shares Issued during the year	-	-
Shares redeemed during the year	(53,850,000)	(538.500)
Shares outstanding at the end of the year	-	-

Terms/rights attached to equity shares

The company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Terms/rights of redemption of 10% Redeemable Non-Convertible Cumulative Preference Shares

During the year 2005-06, the Company has issued 1,52,342,500 10% Redeemable Non-Convertible Cumulative Preference Shares of Rs 10 each to Whirlpool Canada Holding Company , a subsidiary of Whirlpool Corporation Inc., USA, the ultimate holding Company. These Preference Shares were redeemable at par at the earliest of the following events:

(i) at the end of 20 years from the date of allotment; i.e. June 20, 2005 for 108,850,000 Preference Shares and August 9, 2005 for 43,492,500 Preference Shares

(ii) at any time after the expiry of 30 days from the date on which the Company gives subscribers a notice of its intention to redeem the shares; or

(iii) within 30 days from the date on which the subscriber gives the Company a notice of its intention to have the shares redeemed.

10% redeemable non convertible cumulative preference share are fully owned by Whirlpool Canada Holding Co and is entitled to vote only on resolutions placed before the Company which directly affects the rights attached to the preference shares as set out in section 87 of the Companies Act, 1956. 10% redeemable non convertible cumulative preference share carry cumulative dividend at the rate of 10% per annum. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

During the year the Company has redeemed 53,850,000 (Previous Year 98,492,500) numbers of Preference Shares at par based on the notice received from the subscriber i.e. Whirlpool Canada Holding Co., giving its intention to have the share redeemed. Such Preference Shares were redeemed by the Company in three tranches, 53,850,000 Preference Shares on July 6, 2011, 55,000,000 Preference Shares on November 2, 2010 and 43,492,500 Preference Shares on July 22, 2010. The total amount of Preference Share Capital redeemed by the Company during the current year aggregates to Rs 538.500 Millions (Previous Year Rs 984.925 Millions). Consequently thereto, an amount of Rs 538.500 Millions (Previous Year Rs 984.925 Millions) has also been transferred to Capital Redemption Reserve Account.

Details of shareholders holding more than 5% shares in the Company

Particulars	31.03.2012
	No. of shares	% holding
Equity shares of Rs. 10 each fully paid up
Whirlpool Mauritius Limited	95,153,872	75.00
10% Redeemable Non-Convertible Cumulative Preference Shares of Rs 10 each
Whirlpool Canada Holding Limited	-	-

As per the of the company, including its register of shareholders/members and other declaration received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

Shares held by holding company, ultimate holding company, Subsidiaries of the holding company, associates of the holding company, subsidiaries of the ultimate holding company and/or associates of the ultimate holding company

Out of equity and preference shares issued by the company, shares held by its holding company, ultimate holding company and their subsidiaries/ associates are as below:

(Rs. In Millions)

Particulars	Amount
Whirlpool Mauritius Limited, the Holding Company 95,153,872 (Previous Year 95,153,872) Equity shares of Rs.10 each	951.539
Whirlpool Canada Holding Limited, Subsidiary of Ultimate Holding Company Nil (Previous Year 53,850,000) 10% Redeemable Non-Convertible Cumulative Preference Shares of Rs 10 each	-

Aggregate number of Preference shares redeemed during the period of five years immediately preceding the reporting date:

Particulars	Amount
10% Redeemable Non-Convertible Cumulative Preference Shares of Rs 10 each	152,342,500

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		1268.718	1807.218	2792.143
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3633.162	2416.533	874.933
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		4901.880	4223.751	3667.076
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	1.527
TOTAL BORROWING		0.000	0.000	1.527
DEFERRED TAX LIABILITIES		212.749	209.823	0.000
TOTAL		5114.629	4433.574	3668.603
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		3386.032	3172.365	2898.382
Capital work-in-progress		450.344	124.062	132.719
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	114.757
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	4322.858	6673.630	4624.863
	Sundry Debtors	1370.576	1152.183	1397.869
	Cash & Bank Balances	858.964	491.637	621.777
	Other Current Assets	16.063	59.787	14.251
	Loans & Advances	1467.463	1463.512	1577.140
Total Current Assets		8035.924	9840.749	8235.900
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	5131.851	6967.032	4761.368
	Other Current Liabilities	676.854	761.488	1827.459
	Provisions	948.966	975.082	1124.328
Total Current Liabilities		6757.671	8703.602	7713.155
Net Current Assets		1278.253	1137.147	522.745
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		5114.629	4433.574	3668.603

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operations	26579.353	27027.964	21374.815
		Income from Services	0.000	0.000	773.943
		Other Income	123.049	257.962	233.753
		TOTAL (A)	26702.402	27285.926	22382.511
Less	EXPENSES
		Cost of raw materials and components consumed	11879.441	13073.646	19830.944
		Purchase of traded goods	3035.990	5697.254
		(Increase) / decrease in inventories of finished goods, work in progress and traded goods	1994.558	(1784.005)
		Employee benefit expense	2134.403	2100.498
		Other expenses	5304.088	5304.527
		TOTAL (B)	24348.480	24391.920	19830.944
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2353.922	2894.006	2551.567
Less	FINANCIAL EXPENSES (D)		43.775	56.494	82.684
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2310.147	2837.512	2468.883
Less/ Add	DEPRECIATION/ AMORTISATION (F)		497.048	445.122	396.790
	PROFIT BEFORE TAX (E-F) (G)		1813.099	2392.390	2072.093
Less	TAX (H)		575.790	732.063	621.894
	PROFIT AFTER TAX (G-H) (I)		1237.309	1660.327	1450.199
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1157.500	596.900	(8.205)
Less	APPROPRIATIONS
		Interim Dividend on Preference Shares	(14.200)	(45.700)	417.679
		Proposed Dividend on Preference Shares	0.000	(53.900)	304.685
		Tax on Dividend	(2.600)	(15.200)	122.751
		Transfer to Capital Redemption Reserve	(538.500)	(984.900)	0.000
	BALANCE CARRIED TO THE B/S		1839.600	1157.500	596.879
	EARNINGS IN FOREIGN CURRENCY
		Export of Goods at FOB value	1766.526	1575.070	1822.674
		Service Income	745.119	713.622	620.667
		Interest Income	15.100	36.462	252.88
	TOTAL EARNINGS		2526.745	2325.154	2696.221
	IMPORTS
		Raw Materials and Components	3071.450	2226.167	2662.209
		Spare Parts	68.945	142.161	187.790
		Finished Goods	1437.547	3616.999	1580.623
		Capital Goods	393.145	88.312	135.020
	TOTAL IMPORTS		4971.087	6073.639	4565.642
	Earnings Per Share (Rs.)		9.62	12.18	10.03

QUARTERLY RESULTS

PARTICULARS	31.12.2012	30.09.2012	30.06.2012
	3^rd Quarter	2^nd Quarter	1^st Quarter
Net Sales	6187.000	6332.400	8939.400
Total Expenditure	5962.500	5856.100	7931.800
PBIDT (Excl OI)	224.500	476.300	1007.600
Other Income	57.300	72.800	60.700
Operating Profit	281.80	549.100	1068.300
Interest	9.200	5.500	9.100
Exceptional Items	0.000	0.000	0.000
PBDT	272.600	543.600	1059.200
Depreciation	149.400	157.700	140.100
Profit Before Tax	123.200	385.900	919.100
Tax	22.500	102.100	273.600
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	100.700	283.800	645.500
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	100.700	283.800	645.500

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	4.63	6.08	6.48
Net Profit Margin (PBT/Sales)	(%)	6.82	8.85	9.69
Return on Total Assets (PBT/Total Assets}	(%)	15.87	18.38	18.62
Return on Investment (ROI) (PBT/Networth)		0.37	0.57	0.57
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.19	1.13	1.07

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	No
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

PERFORMANCE OF THE COMPANY:

During the year ended March 31, 2012 the sales of the Company, was Rs.28504.700 Millions as compared to last year’s sales of 28991.200 Millions down by 1.7%. Profit before tax was Rs.1813.100 Millions as compared to corresponding profit of Rs.2392.400 Millions in the previous year. The marginal decline in turnover was due to flat to negative industry growth.

PREFERENCE SHARES:

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

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

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

SALES AND MARKETING:

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

During this period, the Company focused relentlessly on cost, productivity and sales mix to protect short term profitability while continuing to make appropriate investment for new product launches and innovations to drive long term share and profitability. Over the recent past, the Company invested over Rs.1000.000 Millions in platform upgrades to produce better energy efficient and superior performing appliances. This investment will enable the Company to revamp almost 70% of its portfolio which would be Best-in-Class with respect to meeting consumers’ needs in terms of core performance, style, and energy/resource efficiency.

During the year, the Company launched the following products:-

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

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

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

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

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

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

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

EXPORTS:

During the year the export business of the Company achieved a turnover of Rs.1880.000 Millions which represents 11% growth over last year. Given the difficult demand conditions and volatile currency situation in international markets, this achievement is commendable.

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure and Developments:

Market growth of the home appliance industry slowed down in the financial year 2011- 2012. The prime reasons for this were rise in consumer price due to escalation of commodity costs, rise in interest rate and reduction in disposable income, leading to deferment of purchases, and a brief and mild summer in many parts of the country, adversely impacting sales of refrigerator and air conditioners. The Refrigerator market is estimated to have declined by 5% while Washing Machine category did not witness any growth. Air Conditioners - for the first time - registered a negative growth of 15% in the last 5 years and Microwaves grew by 10%, much lower than the CAGR registered over the last few years.

Direct Cool (single door) refrigerators and Semi Automatic (twin tub) washing machines continue to be the dominant formats within the refrigerator and washing machine categories. In air conditioners, split air conditioners are growing at a much faster rate and now command higher saliency than window air conditioners. In Microwaves, convection continues to be in the fast lane.

High-end cooking appliances comprising of Built-in Hobs, Hoods, Ovens and Dishwashers - where Whirlpool has recently launched several products - is poised to grow as luxury housing and modular kitchens grow.

While the market declined in the last financial year and the business outlook remains challenging, the long term opportunity for this industry is positive, given the low level of appliance ownership in this country.

As the market evolves, some definitive trends which will shape the market:

Capacity upgradation by entry level consumers of Direct Cool segment leading to fastest growth in the 190-225 L segment.

Mid segment consumers of No Frost category are also seeking larger sizes, driven by change in shopping habits, needing larger space for storage of fresh and packaged foods.

The high end consumers are finding the multi door formats more relevant for Indian needs than the side by side formats. They are seeing these formats being populated by the Japanese brands.

Finishes and designs are playing an increasingly important role driven by consumers in the less than 30 year age group looking for lifestyle products.

Washing machine segment is expected to witness robust growth as more women enter the workforce necessitating in aids to reduce their household chores.

Modern retail is growing but not at the pace at which the consumers are demanding a better shopping environment which is creating opportunities for franchised brand shops of individual brands. This phenomenon is now being seen in small towns also.

The increasing demand for modern housing with modern modular kitchens is increasing the demand for kitchen appliances like hoods and hobs. At the premium end built-in suits of ovens, microwave and dishwashers present an interesting opportunity.

Outlook and Opportunities:

The long terms growth of home appliances seems secure given the low penetration of appliances, especially with a huge rural market still to be tapped. Growth will be further fuelled by aggressive pricing and easy finance options which manufacturers routinely offer. Growth opportunities will be at both entry level and high-end segments. Whirlpool of India has made huge investments over the last year and its new launches of consumer relevant innovations across all its categories will drive the Whirlpool brand to market leadership.

CONTINGENT LIABILITIES:

(Rs. In Millions)

Particulars	31.03.2012
Claims against the Company not acknowledged as debts: These claims are in respect of various cases filed by the ex- employees and consumers. It has been estimated that the liability arising on the Company should the actions be successful is Rs. 1,154.12 lacs (Previous Year Rs. 1,247.52 lacs). The legal proceedings are going on and therefore it is not practicable to state the timing of any payment. The management is of the opinion that it is possible, but not probable, that the action will succeed and accordingly no provision for any liability has been made in these financial statements.	115.412
Others:-
- On account of pending appeals of Excise Duty and Service Tax	211.936
- On account of pending appeals of Custom Duty	26.479
- On account of pending appeals of Sales Tax/ Value Added
Tax assessments	320.462
Letter of Credits with Bank	459.040
Bank Guarantees given to Government Authorities	540.442

These cases as mentioned in point (b) above for which the total estimated liability, should the actions be successful, is Rs. 558.877 Millions (Previous year Rs. 554.294 Millions). The legal proceedings are going on and therefore it is not practicable to state the timing of any payment.

In view of large number of cases, it is not practicable to disclose individual details of all the cases. On the basis of

current status of individual case and as per legal advice obtained by the Company, wherever applicable, the Company is confident of winning the above cases and is of view that no provision is required in respect of these cases.

In the Income-tax assessments for preceding assessment years, the Assessing Officer have made disallowances of various expenses (other than transfer pricing adjustments) amounting to Rs. 830.612 Millions (Previous Year Rs. 938.333 Millions). The Company’s appeals against these orders are pending before the Appellate Authorities. This includes Income tax department’s appeal against the Company before the Appellate Authorities for certain matters wherein the CIT (Appeals) have ordered in favor of the Company.

In the Transfer Pricing Assessment for assessment year(s) 2003-04, 2004-05, 2005-06 and 2008-09, the Income Tax Authorities have made transfer pricing adjustments against the various transactions undertaken by the company. Accordingly, said transfer pricing adjustments have been set off by the Assessing Officer against the accumulated brought forward losses and depreciation allowances of the company by Rs. 1987.143 Millions (Previous Year Nil) for Assessment Year 2008-09, Rs. 973.449 Millions (Previous Year 973.449 Millions) for the Assessment year 2005-06 Rs. 7,96.793 Millions (Previous Year Rs. 796.793 Millions) for the Assessment year 2004-05 and Rs. 3,62.814 Millions (Previous Year Rs. 362.814 Millions) for the Assessment year 2003-04. The companies appeal for Assessment Year - 2008-09 is pending before the Dispute Resolution Panel (DRP), the appeal(s) for Assessment Year - 2004-05 and 2005-06 are pending before the Commissioner of Income Tax and the appeal for Assessment Year - 2003-04 is pending before the Income Tax Appellate Tribunal. Depending on the outcome of the aforementioned cases, assessments for the subsequent periods upto March 31, 2012 could result into demands/settlements on the similar items, amounts whereof could not be ascertained.

Income Tax Authorities have imposed penalty aggregating to Rs. 63.861 Millions (Previous Year Rs. 63.861 Millions) in respect of assessment year 2003-04 for furnishing inaccurate particulars of income. The Company has filed appeal against the said penalty order before CIT (A).

FIXED ASSETS:

· Land Freehold

· Land Leasehold

· Leasehold Improvement

· Buildings

· Plant and Machinery

· Furniture, Fixture and Office Equipment

· Vehicles

AS PER WEBSITE DETAILS:

PRESS RELEASE:

WHIRLPOOL OF INDIA'S NET PROFIT UP 97% ON THE BACK OF NEW LAUNCHES AND COST FOCUS

Key Highlights of Quarter 2 Results of Whirlpool of India

· Revenue of Rs 633 Cr, up ~10% despite decline in industry

· PAT at Rs.28.4 Cr, up 97.3%

· Cash delivery of Rs 1970.000 Millions

· Continues to remain debt-free

· EPS at Rs 2.10, up from Rs 1.10 in same quarter last year

New Delhi, October 30, 2012: Whirlpool of India, the subsidiary of Whirlpool Corporation, the World's No.1 Home Appliance Company today announced a Net Profit of Rs 284.000 Millions in for the July-September quarter, a growth of 97% over the corresponding quarter last year (Rs 144.000 Millions).

Whirlpool's total turnover (Net Sales and Other Operating income) grew to Rs 6332.000 Millions, a growth of 9.7% over Rs. 5771.000 Millions recorded in the corresponding period last fiscal. The company has recorded an EBIDTA margin of 8.7% in the quarter. The EBIDTA margin in the corresponding quarter last fiscal year was 7.2 %.

The company's strong innovation agenda which saw a large number of new products being launched in the previous quarter contributed to top line growth, bucking the trend of a declining market.

Mr. Arvind Uppal, Chairman and Managing Director, Whirlpool of India Limited and President Asia Pacific, Whirlpool Corporation said "We are happy with our results which have been achieved under difficult market conditions. I attribute this to our relentless focus on innovation and cost, both of which have played a role in the quarter's results. The new products we launched this summer have grown our share and strengthened our market presence. With the festive season upon us and more new products in the offing, we are optimistic of growing our market share as we go forward."

One of the key pillars of Whirlpool's winning strategy has been to consistently keep introducing new, advanced products. In April 2012 it unveiled new products across 6 categories which were followed by new products in Frost Free refrigerators Top Load Washing Machines in August. The new portfolio expands Whirlpool's presence across multiple categories, and the launch of products in premium and super premium price segments is an indicator of the opportunity it sees in emerging India.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.54.39
UK Pound	1	Rs.82.32
Euro	1	Rs.69.54

INFORMATION DETAILS

Report Prepared by :

RAJ

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
--DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		63

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.