MIRA INFORM REPORT

Report Date :

16.12.2014

IDENTIFICATION DETAILS

Name :	WHIRLPOOL OF INDIA LIMITED
Formerly Known As :	KELVINATOR OF INDIA LIMITED
Registered Office :	A-4, MIDC, Ranjangaon, Taluka-Shirur, District Pune – 412220, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
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 Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturing and Trading of Refrigerators, Washing Machines, Air Conditioners, Microwave Ovens and Small Appliances and also Provides Services in the area of Product Development, and Procurement Services to Whirlpool Corporation, USA and Other Group Companies.
No. of Employees :	Information declined by management

RATING & COMMENTS

MIRA’s Rating :

A (66)

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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a subsidiary of Whirlpool Corporation Inc., USA. It is a well-established company having fine track record. The rating reflect WoIL’s strong financial risk profile, established market position in the home appliances segment in India and the support that it receives from its parent. Directors are reported to be experienced and respectable businessmen. Trade relations are fair. Business is active. Payment terms are reported to be regular and as per commitment. The company can be considered normal for 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.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term rating: “AA-”
Rating Explanation	Have high degree of safety and carry very low credit risk.
Date	02.04.2014

Rating Agency Name	CRISIL
Rating	Short term debt: “A1+”
Rating Explanation	Have very strong degree of safety and carry lowest credit risk.
Date	02.04.2014

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 31-03-2014.

INFORMATION DECLINED BY

Name :	Mr. Amish
Designation :	Legal Department
Contact No.:	91-9212503521
Date :	12.12.2014

LOCATIONS

Registered Office/ Factory :	A-4, MIDC, Ranjangaon, Taluka-Shirur, District Pune – 412220, Maharashtra, India
Tel. No.:	91-20-4061100 91-2138-660100
Fax No.:	91-2138-232376/ 232229
E-Mail :	ravi_kumar_sabharwal@whirlpool.com dinesh_mittal@whirlpool.com
Website :	http://www.whirlpoolindia.com
Corporate Office :	Whirlpool House, Plot No. 40, Sector – 44, Gurgaon – 122022, Haryana, India
Tel. No.:	91-124-4591300
Fax No.:	91-124-4591301
Factories :	Located at: · 28 N.I.T., Faridabad, Haryana, India · Village Thirubhuvanai, Puducherry – 605001, U.T., India · Ranjangaon, Maharashtra, India

DIRECTORS

As on 31.03.2014

Name :	Mr. Arvind Uppal
Designation :	Managing director
Address :	R-200, Greater Kailash, Part I, New Delhi – 110048, India
Date of Birth/Age :	19.06.1962
Date of Appointment :	27.01.2005
PAN No.:	AAHPU2604B
DIN No.:	00104992
Name :	Mr. Anil Berera
Designation :	Whole Time Director
Address :	AR-605, B, The Aralias, DLF Golf Links, DLF City, Phase - V, Gurgaon - 122009, Haryana, India
Date of Birth/Age :	29.12.1959
Date of Appointment :	06.08.2012
PAN No.:	AAEPB7085L
DIN No.:	00306485
Name :	Mr. Anand Narain Bhatia
Designation :	Independent Director
Address :	C-288, Opposite Sukun Park, Defence Colony, New Delhi - 110024, India
Date of Birth/Age :	23.01.1947
Date of Appointment :	21.12.2001
DIN No.:	00148983
Name :	Mr. Simon James Scarff
Designation :	Independent Director
Address :	Godewatte, Nenipitiya Matara, Sri Lanka
Date of Birth/Age :	06.09.1942
Date of Appointment :	21.12.2001
DIN No.:	00176450
Name :	Mr. Sanjiv Verma
Designation :	Independent Director
Address :	S-87, First Floor, Panchsheel Park, New Delhi, India
Date of Birth/Age :	28.08.1949
Date of Appointment :	30.01.2009
DIN No.:	00079498
Name :	Mr. Vikas Singhal
Designation :	Whole Time Director
Address :	A/3-16D, Green Apartments, Paschim Vihar, New Delhi - 110063, India
Date of Birth/Age :	06.09.1967
Date of Appointment :	06.08.2012
PAN No.:	ARAPS8548N
DIN No.:	02262421
Name :	Sonu Bhasin
Designation :	Independent Director

KEY EXECUTIVES

Name :	Mr. Amish
Designation :	Legal Department
Name :	Mr. Ravi Kumar Sabharwal
Designation :	Secretary
Address :	101, Aravali Heights, GH 8, Sect. ZIC, Part I11 NIT, Faridabad – 121002, Haryana, India
Date of Birth/Age :	07.10.1964
Date of Appointment :	01.08.2006
PAN No.:	APRPS0401D

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2014

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	8610050	6.79
Financial Institutions / Banks	26350	0.02
Central Government / State Government(s)	633	0.00
Foreign Institutional Investors	9734581	7.67
Any Others (Specify)	85	0.00
Foreign Financial Institutions / Banks	85	0.00
Sub Total	18371699	14.48
(2) Non-Institutions
Bodies Corporate	2023770	1.60
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	6579793	5.19
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	3982909	3.14
Any Others (Specify)	759787	0.60
Trusts	3745	0.00
Non Resident Indians	479140	0.38
Clearing Members	43854	0.03
Hindu Undivided Families	233048	0.18
Sub Total	13346259	10.52
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
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	126871830	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl.No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a %
1	Whirlpool Mauritius Limited	9,51,53,872	75.00
	Total	9,51,53,872	75.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as %
1	HDFC Large Cap Fund (Stock Account)	3612926	2.85
2	Copthall Mauritius Investment Limited	3252474	2.56
3	UTI-Min Fund	1383839	1.09
4	Amansa Capital Pte Limited A/c Amansa Holdings Private Limited	1833159	1.44
	Total	10082398	7.95

BUSINESS DETAILS

Line of Business :

Manufacturing and Trading of Refrigerators, Washing Machines, Air Conditioners, Microwave Ovens and Small Appliances and also Provides Services in the area of Product Development, and Procurement Services to Whirlpool Corporation, USA and Other Group Companies.

Products :

Item Code No. (ITC Code)	Product Description
84151010	Air Conditioner
84501100	Washing Machine
84182100	Refrigerator

Brand Names :

--

Exports :

--

Imports :

--

Terms :

--

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference:	NOT DIVULGED
Name of the Person (with Designation):
Contact Number:
Since How Long Known:
Maximum Limit Dealt:
Experience :
Remarks :

Customers :

Reference:	NOT DIVULGED
Name of the Person (with Designation):
Contact Number:
Since How Long Known:
Maximum Limit Dealt:
Experience :
Remarks :

No. of Employees :

Information declined by management

Bankers :

Bank Name:	NOT DIVULGED
Branch:
Name of the Person (with Designation):
Contact Number:
Name of Account Holder:
Account Number:
Account Since (Date/ Year of A/c Opening):
Average Balance Maintained (Optional):
Credit Facilities Enjoyed (CC/OD/Term Loan):
Account Operation:
Remarks:

· Citibank, N.A.

· The Royal bank of Scotland

· HDFC Bank Limited

· Bank of America, N.A.

· The Bank of Nova Scotia

· The Hongkong and Shanghai Banking Corporation Limited.

· J. P. Morgan Chase Bank, N.A.

Auditors :
Name :	S.R Batliboi and Company Chartered Accountants
Address :	Golf View, Corporate Tower B, Sector-42, Sector Road, Gurgaon-122002, Haryana, India
Income-tax PAN of auditor or auditor's firm :	AALFS0506L
Cost Accountant :	R. J. Goel and Company Cost Accountants
Holding Company :	Whirlpool Mauritius Limited
Ultimate Holding Company :	Whirlpool Corporation Inc., USA
Group Companies / Enterprise where common control exists and with whom transactions have taken place during the year :	· Whirlpool (China) Investment Co. Limited · Whirlpool Southeast Asia Pte, · Whirlpool Europe S.r.l. · 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 Argentina S.A · Whirlpool South Africa (Pty) Limited · Guangdong Whirlpool Electrical Appliances Co. Limited · Whirlpool Microwave Products Development Limited · Beijing Embraco Snowflake Compressor Company Limited · Whirlpool France S.A.S. · Whirlpool Sweden A.B. · Whirlpool Bauknecht · Empressa Brasileira · Comercial Acros Whirlpool, S.A. de C.V. · Whirlpool Product Development (Shenzhen) Co. Limited · Whirlpool Asia Private Limited · Whirlpool Peru S.R.L. · Whirlpool Poland SA · Whirlpool Chile Limited · Maytag Sales Inc.

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
150,000,000	Equity Shares	Rs.10/- each	Rs. 1500.000 Millions
155,000,000	10% Redeemable Non-convertible Cumulative Preference Shares	Rs.10/- each	Rs. 1550.000 Millions
	Total		Rs. 3050.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
126,871,830	Equity Shares	Rs.10/- each	Rs. 1268.718 Millions

NOTE

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Particulars	31 March, 2014
	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

(b) 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.

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

Particulars	31 March, 2014
	No. of shares	% holding
Equity shares of Rs. 10 each fully paid up
Whirlpool Mauritius Limited	95,153,872	75.00

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.

(d) 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:

Particulars	31 March, 2014 (Rs. in Millions)
Whirlpool Mauritius Limited, the Holding Company 95,153,872 (Previous Year 95,153,872) Equity shares of Rs.10 each	951.539

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	1268.718	1268.718	1268.718
(b) Reserves & Surplus	6131.837	4906.686	3633.162
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	7400.555	6175.404	4901.880
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	213.386	248.027	212.749
(c) Other long term liabilities	98.753	115.090	94.026
(d) long-term provisions	586.013	523.329	465.904
Total Non-current Liabilities (3)	898.152	886.446	772.679
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	6342.399	5808.640	5131.851
(c) Other current liabilities	631.482	575.049	582.828
(d) Short-term provisions	418.025	399.245	483.062
Total Current Liabilities (4)	7391.906	6782.934	6197.741
TOTAL	15690.613	13844.784	11872.300
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	3704.531	3870.647	3364.413
(ii) Intangible Assets	8.177	15.004	21.619
(iii) Capital work-in-progress	531.543	262.916	450.344
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	555.752	679.941	904.967
(e) Other Non-current assets	48.569	48.541	0.100
Total Non-Current Assets	4848.572	4877.049	4741.443
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	5766.650	5222.803	4322.858
(c) Trade receivables	1698.747	1709.097	1370.576
(d) Cash and cash equivalents	2918.302	1550.335	858.964
(e) Short-term loans and advances	437.191	478.122	562.496
(f) Other current assets	21.151	7.378	15.963
Total Current Assets	10842.041	8967.735	7130.857
TOTAL	15690.613	13844.784	11872.300

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	28346.425	27727.26	26579.353
		Other Income	279.549	204.554	123.049
		TOTAL (A)	28625.974	27931.814	26702.402
Less	EXPENSES
		Cost of Raw Materials and Components Consumed	13526.228	14283.639	11879.441
		Purchase of Traded Goods	4874.611	3830.941	3035.990
		(Increase) / Decrease in Inventories of Finished Goods, Work in Progress and Traded Goods	(476.594)	(759.242)	1994.558
		Employees Benefits Expense	2631.321	2427.536	2134.403
		Other Expenses	5675.789	5724.068	5304.088
		TOTAL (B)	26231.355	25506.942	24348.480
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2394.619	2424.872	2353.922
Less	FINANCIAL EXPENSES (D)		14.219	30.013	43.775
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2380.400	2394.859	2310.147
Less/ Add	DEPRECIATION/ AMORTISATION (F)		638.344	603.187	497.048
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		1742.056	1791.672	1813.099
Less	TAX (H)		512.943	514.186	575.790
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		1229.113	1277.486	1237.309
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		3117.093	1839.607	1157.516
Less	APPROPRIATIONS
		Interim dividend on preference shares	0.000	0.000	14.163
		Tax on dividend	0.000	0.000	2.555
		Transfer to Capital redemption reserve	0.000	0.000	538.500
	BALANCE CARRIED TO THE B/S		4346.206	3117.093	1839.607
	EARNINGS IN FOREIGN CURRENCY
		Export of Goods at FOB value	1030.780	1714.175	1766.526
		Interest Income	0.000	0.000	0.151
		Service Income	910.134	707.898	745.119
	TOTAL EARNINGS		1940.914	2422.073	2511.796
	IMPORTS
		Raw Materials and Components	3638.642	4504.130	3071.450
		Spare Parts	93.140	80.957	68.945
		Finished Goods	1055.493	1237.641	1437.547
		Capital Goods	207.508	405.650	393.145
	TOTAL IMPORTS		4994.783	6228.378	4971.087
	Earnings / (Loss) Per Share (Rs.)		9.69	10.07	9.62

QUARTERLY RESULTS

PARTICULARS	30.06.2014	30.09.2014
Type	1^stQuarter	2^nd Quarter
Net Sales	10522.400	7445.700
Total Expenditure	9222.300	6803.300
PBIDT (Excl OI)	1300.100	642.400
Other Income	83.500	92.000
Operating Profit	1383.600	734.400
Interest	2.500	1.700
Exceptional Items	0.000	0.000
PBDT	1381.100	732.700
Depreciation	145.200	148.400
Profit Before Tax	1235.900	584.300
Tax	405.900	177.100
Provisions and contingencies	0.000	0.000
Profit After Tax	830.000	407.200
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	830.000	407.200

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	4.34	4.61	4.66
Operating Profit Margin (PBDIT/Sales)	(%)	8.45	8.75	8.86
Return on Total Assets (PBT/Total Assets}	(%)	11.49	13.19	15.87
Return on Investment (ROI) (PBT/Networth)		0.24	0.29	0.37
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.47	1.32	1.15

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	1268.718	1268.718	1268.718
Reserves & Surplus	3633.162	4906.686	6131.837
Net worth	4901.880	6175.404	7400.555
Long-term borrowings	0.000	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	0.000
Debt/Equity ratio	0.000	0.000	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	26579.353	27727.260	28346.425
		4.319	2.233

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	26579.353	27727.260	28346.425
Profit	1237.309	1277.486	1229.113
	4.66%	4.61%	4.34%

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	Yes
8]	No. of employees	No
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
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	Yes
32]	PAN of Proprietor/Partner/Director, if available	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

CURRENT MATURITIES OF LONG TERM DEBT: NOT AVAILABLE

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

CORPORATE INFORMATION

The Company is a public limited company registered in India under the Companies Act 1956. Its shares are listed on Bombay Stock Exchange and National Stock Exchange. The Company is a leading manufacturer of home appliances. It is primarily engaged in manufacturing and trading of Refrigerators, Washing Machines, Air Conditioners, Microwave Ovens and small appliances and caters to both domestic and international markets. It also provides services in the area of product development, and procurement services to Whirlpool Corporation, USA and other group companies.

PERFORMANCE OF THE COMPANY

During the year ended March 31, 2014 the revenue from operations (including excise duty) of the Company, was Rs. 31059.600 Millions as compared to last year’s revenue from operations of Rs. 30365.000 Millions up by 2.3%. Profit before tax was Rs. 1742.100 Millions as compared to corresponding profit of Rs. 1791.700 Millions in the previous year.

SALES AND MARKETING

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

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

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

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

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

4) Extension and consolidation of Brand Shops initiatives.

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

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

INTERNATIONAL BUSINESS

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

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

FINANCE AND ACCOUNTS

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS:

The overall industrial growth in India slipped into the negative zone once again, with output contracting by 1.9 per cent in February 2014 compared to its year-ago level. The fall was the worst seen in the last nine months. Production fell in spite of the mining and the electricity sector performing well. In February 2014, the manufacturing sector suffered its worst fall in the last 28 months. The fall was led by a 17.4 per cent contraction in output of capital goods.

The consumer durables sector too continued to report a fall in production in February 2014. Its output declined by 4.5 per cent compared to last year. Output has been falling for almost a year, owing to the contraction in consumer durables production.

Key Trends:

• Slowdown in consumer appliances is expected to continue in 2013-14.

• Multinational companies focus on India as a manufacturing hub and invest heavily in setting up new or expansion of existing manufacturing plants across the country while already established players have also been investing in their existing plants to expand their operations.

• New and innovative products and concepts continue to become popular in India.

• Improving demographics continue to offer an opportunity to more sophisticated products.

• Modern retailers offer attractive schemes like equated monthly installments to attract consumers.

• Small appliances continue to witness bundling to make bigger products (Refrigerators, washing Machines) more attractive to consumers.

OUTLOOK AND OPPORTUNITIES:

Improving demographics continue to offer an opportunity to more sophisticated products

The continued population shift from small towns to cities resulted in shrinking living spaces, making it necessary for people to buy small appliances like hobs (induction cooker), hand-held blenders, food processors etc. Moreover, this population shift also resulted in higher per capita incomes, in turn leading to an increase in demand for more sophisticated products like 3-door and 4-door refrigerators and front-loading washing machines. Such products were in demand from consumers with high disposable incomes in cities like New Delhi, Mumbai and Bangalore.

• Companies this year plan to focus on the premium segment of Home Appliances, which is less impacted by the slower consumer sentiments, and also have higher margins.

• New and interesting products and concepts continue to become popular in India.

• Green initiatives and higher star rated products continue to become more relevant for Indian consumers owing to the promise of better resource efficiencies especially in bigger cities where electricity and water shortage is a pertinent concern.

• The situation of the industry will also depend a lot on the policies and actions of the new government.

The air-conditioner (AC) segment is one of the most important product segments driving the overall growth of the Indian home appliances market. The inverter AC market is gaining momentum in India on the back of aggressive push by the manufacturers and also due to changing buyer preferences. Despite higher initial purchase cost, the promise of lower monthly electricity bill is seen as an attractive value proposition for inverter ACs, when compared to normal ones.

SEGMENT WISE PERFORMANCE, INTERNAL CONTROLS, AND FINANCIAL PERFORMANCE

The Company operates in only one segment of White Goods. Gross domestic sales in value terms grew by 3.7% and overall sales grew by 1.4%.

CONTINGENT LIABILITIES:

PARTICULARS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
(a) 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.1,099.78 lacs (Previous Year Rs. 1,027.15 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.	109.978	102.715
(b) Others:-
- On account of pending appeals of Excise Duty and Service Tax	289.099	381.380
- On account of pending appeals of Custom Duty	18.214	26.479
- On account of pending appeals of Sales Tax/ Value Added Tax assessments	395.646	313.925
(c) Letter of Credits with Bank	699.289	418.462
(d) Bank Guarantees given to Government Authorities	288.587	600.800

These cases as mentioned in point (b) above for which the total estimated liability, should the actions be successful, is Rs. 702.959 Millions (Previous year Rs. 721.784 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.

e) 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. 14207.547 Millions (Previous Year Rs. 937.850 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.

On the basis of current status of individual case for respective years 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.

f) In the Transfer Pricing Assessment for assessment year(s) 2003-04, 2004-05, 2005-06, 2008-09, 2009-10 and 2010-11 the Income Tax Authorities have made transfer pricing adjustments against various transactions undertaken by the Company. These transfer pricing adjustments have been set-off by the Assessing Officer against accumulated brought forward losses and depreciation allowances of the Company by Rs.12,458.19 lacs (Previous year Rs. 1294.463 Millions) for Assessment Year 2009-10, Rs.2033.225 Millions (Previous Year Rs. 2033.225 Millions) for Assessment Year 2008-09, Rs.973.449 Millions (Previous Year Rs.973.449 Millions) for the Assessment year 2005-06, Nil (Previous year Rs. 796.793 Millions) for the Assesment year 2004-05 and Rs.362.814 Millions (Previous Year Rs.362.814 Millions) for Assessment year 2003-04. The Company’s objection against the draft assessment order/Transfer pricing for Rs. 2438.515 Millions (previous year Nil) for the Assessment order 2010-11 is pending before the Dispute Resolution Panel (DRP). For Assessment Year 2009-10 the company preferred an appeal before the ITAT against the order of the DRP In respect of Assessment year 2008-09, the Company’s appeal against the DRP order confirming Transfer Pricing adjustments suggested by the Transfer Pricing Officer have been decided granting part relief of Rs.1610.000 Millions in favor of the company and set aside the matter to Transfer Pricing Officer for the balance amount, but the appeal effect of the same are pending. Appeal for Assessment year 2005-06 have been decided by the CIT (Appeals) granting relief of Rs. 932.778 Millions in favor of the company and the company preferred further appeal before the ITAT for the balance amount of Rs.406.71 lacs. The company appeal for Assessment Year 2003-04 for the balance TP adjustment confirmed by the CIT (Appeals) is pending before the ITAT for Rs. 169.909 Millions. The Tax Department also filed appeal before the ITAT for A.Y 2003-04, 2004-05 and 2005-06 amounting Rs. 192.905 Millions, Rs. 796.793 Millions and Rs. 932.778 Millions respectively for relief granted by the CIT (Appeals) on account of Transfer pricing adjustments. Depending on the outcome of the aforementioned cases, assessments for the subsequent periods and up to March 31, 2014 could result into demands/ settlements on the similar items, amounts whereof could not be ascertained.

Penalty imposed by Income Tax Authorities aggregating to Nil (Previous Year Rs. 22.028 Millions) in respect of Assessment Year 1998-99 for furnishing inaccurate particulars of income have been deleted by the CIT-A in the current year. The Income Tax Department filed an appeal before the ITAT against the deletion of the penalty of Rs. 62.442 Millions for Assessment Year 2003-04 and a corresponding cross appeal by the Company is pending before the ITAT.

On the basis of current status of above-mentioned individual cases 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 repect of these cases.

STATEMENT OF UNAUDITED RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2014

(Rs. In Millions)

		Particulars	Quarter Ended		6 Months Ended
			30.09.2014	30.06.2014	30.09.2014
			(Unaudited)	(Unaudited)	(Unaudited)
1		Income from Operations
		a. Sales (Gross)	9074.600	12836.800	21911.400
		b. Less: Trade Discount and Rebates	(1341.400)	(1749.600)	(3091.000)
		c. Less : Excise Duty	(641.800)	(886.200)	(1528.000)
		Net Sales/ Income from Operation (a-b-c)	7091.400	10201.000	17292.400
2		Expenditure
		a. Cost of Material Consumed	4120.300	4519.300	8639.600
		b. Purchase of Stock in Trade	830.700	1088.000	1918.700
		c. Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade	(577.500)	1004.200	426.700
		d. Employee Benefits Expenses	789.600	762.800	1552.400
		e. Depreciation and Amortisation Expense	148.400	145.200	293.600
		f. Other Expenses	1640.200	1848.900	3489.100
		Total Expenses	6951.700	9368.400	16320.100
3		Profit from Operations before Other Income, Finance Costs & Exceptional Items	494.000	1154.000	1648.000
4		Other Income (net)	92.000	84.400	176.400
5		Profit from ordinary activities Before Finance Costs & Exceptional Items	586.000	1238.400	1824.400
6		Finance Costs	1.700	2.500	4.200
7		Profit from ordinary activities after finance costs but before exceptional items	584.300	1235.900	1820.200
8		Exceptional Items	--	--	--
9		Profit from ordinary activities before Tax	584.300	1235.900	1820.200
10		Tax Expense	177.100	405.900	583.000
11		Net Profit from ordinary activities after tax	407.200	830.000	1237.200
12		Extraordinary Items (net of tax expense)	--	--	--
13		Net Profit for the period	407.200	830.000	1237.200
14		Paid up Equity Share Capital (Face Value of Rs.10/- per share)	1268.700	1268.700	1268.700
15		Reserves excluding revaluation reserve as per balance sheet of the previous accounting year	NA	NA	NA
16		Earnings Per Share (EPS) (in Rs.)
		- Basic and Diluted before Extraordinary Items	3.21	6.54	9.75
		- Basic and Diluted after Extraordinary Items	3.21	6.54	9.75
PART II – SELECT INFORMATION FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2014
	A	PARTICULARS OF SHAREHOLDING
	1	Public shareholding
		- Number of shares	31717958	31717958	31717958
		- Percentage of shareholding	25	25	25
	2	Promoters and promoter group shareholding
		a. Pledged/Encumbered
		Number of shares	NIL	NIL	NIL
		Percentage of shares (as a % of the total shareholding of promoter and promoter group)	NA	NA	NA
		Percentage of shares (as a % of the total share capital of the Company)	NA	NA	NA
		b. Non-encumbered
		Number of shares	95153872	95153872	95153872
		Percentage of shares (as a % of the total shareholding of promoter and promoter group)	100	100	100
		Percentage of shares (as a % of the total share capital of the Company)	75	75	75

PARTICULARS	Three Months ended 30.09.2014
B INVESTOR COMPLAINTS (Nos.)
Pending at the beginning of the quarter	Nil
Received during the quarter	--
Disposed of during the quarter	--
Remaining unresolved at the end of the quarter	Nil

STATEMENT OF ASSETS AND LIABILITIES

(Rs. In Millions)

	Particular	30.09.2014
A	EQUITY AND LIABILITIES
1	Shareholders’ funds
	(a) Share capital	1268.700
	(b) Reserves and surplus	7019.200
	Sub-total - Shareholders' funds	8287.900
2	Non-current liabilities
	(a) Deferred tax liabilities (Net)	24.300
	(b) Other long term liabilities	95.300
	(c) Long-term provisions	635.600
	Sub-total - Non-current liabilities	755.200
3	Current liabilities
	(a) Trade payables	4837.600
	(b) Other current liabilities	654.600
	(c) Short-term provision	608.900
	Sub-total - Current liabilities	6101.100
	TOTAL - EQUITY AND LIABILITIES	15144.200
B	ASSETS
1	Non-current assets
	(a) Fixed assets	3806.800
	(b) Long-term loans and advances	470.400
	(c) Other non-current assets	50.200
	Sub-total - Non-current assets	4327.400
2	Current assets
	(a) Inventories	5328.100
	(b) Trade receivables	913.300
	(c) Cash and cash equivalents	4140.500
	(e) Short-term loans and advances	389.600
	(f) Other current assets	45.300
	Sub-total - Current assets	10816.800
	TOTAL - ASSETS	15144.200

1. The Company's operations predominantly comprise only one product segment i.e. Home Appliances. The above figures reflect the results of this segment as per Accounting Standard 17 on "Segment Reporting".

2. Tax Expense includes Current Tax and Deferred Tax charge/(credit).

3. Pursuant to the requirement of Schedule II to the Companies Act 2013, with effect from April 1, 2014 management had reassessed the useful life of all the fixed assets based on detailed technical evaluation. Depreciation for the current period has been provided based on life as prescribed under schedule II to the Companies Act 2013 except where the useful life estimated by management is lesser than the prescribed life. Consequently, depreciation charge to the statement of profit and loss for the current quarter and six months period ended September 30, 2014 is lower by Rs. 46.225 Millions and Rs. 61.620 Millions respectively. Further, based on transitional provisions provided in Note 7(b) of Schedule II of the Companies Act 2013 the carrying value of fixed assets, where the remaining useful life was nil as at April 01, 2014, amounting to Rs. 347.849 Millions (net of deferred tax of Rs. 179.115 Millions) were adjusted with retained earnings in the quarter ended June 30, 2014.

4. Previous period's/year's figures have been regrouped / reclassified wherever necessary, to correspond with those of the current period's classification.

5. The above results, as reviewed by the Audit Committee, have been approved by the Board of Directors in their meeting held on October 31, 2014.

6. The certificate obtained from the Chairman and Managing Director and CFO in respect of above results in terms of Clause 41 of the Listing Agreement has been placed before Board of Directors.

7. The Limited Review for the quarter ended September 30, 2014 as required under Clause 41 of the Listing Agreement has been completed by the Statutory Auditors.

FIXED ASSETS

TANGIBLE ASSETS

· Freehold Land

· Leasehold Land

· Leasehold Improvements

· Building

· Plant and Machinery

· Office Equipments

· Furniture and Fixtures

· Vehicles

INTANGIBLE ASSETS

· Software

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.62.44
UK Pound	1	Rs.98.15
Euro	1	Rs.77.38

INFORMATION DETAILS

Information Gathered by :	SVA
Analysis Done by :	RAS
Report Prepared by :	MRI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
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	8
--CREDIT LINES	1~10	8
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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		66

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	--

3

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.