Whirlpool Company Information
Whirlpool Company Information
Whirlpool Company Information
In 1911, the Upton Brothers (Louis, Frederick, and Emory) created the Upton Machine Company in St. Joseph, MI to produce electric, motor -driven wringer washers. Joined with Sears, Roebuck and Co. in 1916, the Upton-manufactured washers sold faster than the brothers could manufacture them, thus creating the mutually beneficial relationship between Sears and Whirlpool. Since the 1970s, Whirlpool has been a pioneer of energy and water efficiency measures in its research and development practices. Whirlpool continues its long history of being involved with the U.S. Department of Energy and U.S. Environmental Protection Agency ENERGY STAR program and has been named ENERGY STAR Partner of the Year seven times. "Whirlpool is delighted to once again be named an Energy Star partner. We succeed as a company by being able to offer our customers a broad range of appliances under a number of brands, many of which are Energy Star qualified. These appliances save money for our customers by lowering their utility bills and help protect the environment," says David L. Swift, Whirlpools Executive Vice President for North America. Today the Whirlpool Corporation remains the largest North American supplier of major appliances to Sears under the Kenmore brand. Internationally, Whirlpool is also recognized for energy efficient appliances, as well as for their commitment to environmental packaging, production, and design. Whirlpool is the worlds leading manufacturer and marketer of major home appliances, becoming a trusted household name all over the world. Located in Benton Harbor, MI, Whirlpools Corporate Headquarters focuses on the social responsibilities to their community and to the environment. "At Whirlpool Corporation we take our environmental responsibilities very seriously. Just as we have taken a global approach to our home appliance business, we believe our worlds environmental issues must be addressed in a similarly comprehensive way," says Jeff M. Fettig, President, Chairman and CEO of Whirlpool Corporation. Whirlpool also donated a $1 million in cash, products, and services to Hurricane Katrina relief efforts in 2005, and the Whirlpool foundation continues to match generous employee contributions. These contributions in clude refrigerators, air purifiers, clothes, washers, and dryers. "A tragedy of this magnitude calls for the assistance of able individuals and organizations," says Fettig. "As a company, we are grateful to help relief efforts in the most fitting way possi ble." With more than 80,000 employees and over 60 manufacturing and technology research centers worldwide, Whirlpool transformed itself from a regional manufacturing and trade-focused business into a global enterprise. The success of Whirlpools global business is driven by its ability to truly understand and fulfill customer needs, develop highly innovative solutions, and continuously improve productivity and quality. "Creating unmatched customer loyalty for our brands is the cornerstone of our strategy. This simple idea is based on an in-depth understanding of our customers needs, wants, and expectations, so that we can consistently deliver unique, innovative solutions to meet or exceed these expectations," adds Fettig. Customer loyalty lead Whirlpool to years of success with annual sales of more than $19 billion, marketing brands like Maytag, KitchenAid, Jenn -Air, and Amana, to
name a few. Based on the continuing success of Whirlpools global innovation process, which began in 1999, Whirlpool has introduc ed unique product innovations to consumers worldwide. One such innovative product that Whirlpool now offers is the Whirlpool HEPA filter air purifier. Whirlpools Energy Star Qualified air purifiers feature charcoal pre-filters to trap odors, True HEPA fil ters to remove 99.97% of particulate matter, and quiet operation. Using a HEPA filter that only needs to be replaced once a year, the Whirlpool air purifier contains an indicator light which alerts you when its time to replace your HEPA air filter. Small and discretely designed, the Whirlpool Quiet Partner system, included in every air purifier, is the quietest high-efficiency air purifier technology available. Whirlpool air purifiers offer a three-speed fan, allowing you to control the noise level. For more than five decades, Whirlpool has steadily expanded its product line, revenues, and global footprint using innovation and customer commitment. "We are constantly seeking out new and unique ways to improve the function, performance, and sustainability of our products. We want our brands to be the brands customers trust in every homeeverywhere," says Fettig. Trust the Whirlpool name and find a Whirlpool air purifier that fits your needs..
. . . . . . .. . . . .. . . . .. . . . . .. . . . .. . . . .. . . . .. . . . .. . . . .. . .. .. . . . . .. . . . .. . . . .. . . . .. . . . .. . . . .. .. . . . . . .. . . . .. . . ... . . . . .. . . . .. . . . .. . . . .. . . . . . . .. . . .. . . . .. .
. . . .. . . . .. . . . .. . . . . .. . . . .. . .. .. . . .
CORE COMPETENCIES
Innovation: Unique and compelling solutions valued by our customers and aligned to our brands create competitive advantage and differentiated shareholder value. Operational Excellence (OPEX): A methodology for solving problems & continuous improvement of products & processes through pursuit, acquisition, and utilization of knowledge using critical thought and planned experimentation helps us achieve operational excellence. Customer Excellence: Excelling the customer expectation from the company, its brands, products and services are a three-step process. The three steps are: Know a customer, Be a customer, Serve a customer. Knowing a customer helps us know who our customers are, how to treat them, how we add value, and what the drivers of brand loyalty are. This information is gathered from the customer's data base history. This way we are better able to customize products for them and recommend the right product to solve problems. Being a customer is important to share customer knowledge and insights, drive actions based on customer insights, be passionate about our brands and customer loyalty and provide a positive voice for our brands. We show empathy for customers and seek to resolve their problems by creating consistent customer touch-points, with our endeavor always being to provide unique solutions for the customer.
VISION AND MISSION Our pervasive vision, Every Home, everywhere, with pride, passion and performance, rests on the pillars of innovation, operational excellence, customer-centric approach and diversified talent. These are embedded within our business goals, strategy, processes and work culture. Be it our products that are the result of innovation and operational excellence to meet every need of our consumers or the people behind these products that come from a wide spectrum of backgrounds, everything we do features a distinct Whirlpool way
WHIRLPOOL INDIA Whirlpool, right from its inception in 1911 as first commercial manufacturer of motorized washers to the current market position of being world's number one manufacturer and marketer of major home appliances, has always set industry milestones and benchmarks. The parent company is headquartered at Benton Harbor, Michigan, USA with a global presence in over 170 countries and manufacturing operation in 13 countries with 11 major brand names such as Whirlpool, KitchenAid, Roper, Estate, Bauknecht, Laden and Ignis. The company boasts of resources and capabilities beyond achievable feat of any other in the industry. Whirlpool initiated its international expansion in 1958 by entering Brazil. However, it emerged as truly global leader in the1980's. This encouraging trend brought the company to India in the late 1980s. It forayed into the market under a joint venture with TVS group and established the first Whirlpool manufacturing facility in Pondicherry. Soon Whirlpool acquired Kelvinator India Limited in 1995 and m arked an entry into Indian refrigerator market as well. The same year also saw acquisition of major share in TVS joint venture and later in 1996, Kelvinator and TVS acquisitions were merged to create Indian home appliance leader of the future, Whirlpool India. This expanded the company's portfolio in the Indian subcontinent to washing machines, refrigerator, microwave ovens and air conditioners. Today, Whirlpool is the most recognized brand in home appliances in India and holds a market share of over 25%. T he company owns three state-of-the-art manufacturing facilities at Faridabad, Pondicherry and Pune. Each of these manufacturing set -ups features an infrastructure that is witness of Whirlpool's commitment to consumer interests and advanced technology. In the year ending in March '09, the annual turnover of the company for its Indian enterprise was Rs.1,719 Crores. The company's brand and image speaks of its commitment to the homemaker from every aspect of its functioning. It has derived its functioning prin ciples out of an undaunted partnership with the homemakers and thus a slogan of You and whirlpool, the world's best homemaker dots its promotional campaigns. The products are engineered to suit the requirements of smart, confident and in -control' homemaker who knows what she wants. The product range is designed in a way that it employs unique technology and offers consumer relevant solutions.
. . . . . . .. . . . .. . . . .. . . . . .. . . . .. . . . .. . . . .. . . . .. . . . .. . .. .. . . . . .. . . . .. . . . .. . . . .. . . . .. . . . .. .. . . . . . .. . . . .. . . ... . . . . .. . . . .. . . . .. . . . .. . . . . . . .. . . . .. . . . .. . .
. . . .. . . . .. . . . .. . . . . .. . . . .. . .. .. . . .
Whirlpool honored with two if product design awards 2009 for glamour oven and greenkitchen design concept Whirlpool Corporation has been honored with two iF Product Design Awards 2009, respectively, for the Whirlpool Glamour Oven and for GREENKITCHEN, a kitchen eco-system design concept. The announcement was made in Nov 08 by the iF Industrie Forum Design GmbH., and represents GREEN Kitchen's second design award in the past two months, following its Gold SPARK Award, won in October 2008. 2009: Whirlpool was voted Product of the Year and received the award for the 'Best Innovative Product' in the popular refrigerators category. This was based on 40,000 consumers across 36 towns in India voting Whirlpool Frost Free Refrigerators with 6th sense as the Best Innovation in the Popular Refrigerator Category.
2009: Named one of the 100 Best Corporate Citizens by Chief Responsibility Officer (formerly Business Ethics) magazine in 2009 and from 2000-2007 2008: Included in the Dow Jones Sustainability, FTSE4Good and KLD Global Sustainability Indexes, three of the worlds most comprehensive reviews of sustainable business practices 2008: Whirlpool brand was named one of the 10 top greenest brands by U.S. consumers, according to a 2008 BrandWeek magazine survey. 2008: Named one of the 2008 Worlds Most Ethical Companies by Ethisphere magazine
2008: Whirlpool OF India was awarded the NDTV Profit Business & Leadership Award 2008 for The Best Consumer Durables Company.
2008: The year 2008 -09 saw Whirlpool India achieve great milestones in our attempt to be an Employer Of Choice. 2008: The Business Today - Mercer -TNS Study 2008. Top 20 Best Companies to work for in India Sustainability Leadership Recognition
Received the 2009 ENERGY STAR Sustained Excellence award, the companys 10th ENERGY STAR award in 11 years. Whirlpool brand was named one of the 10 top greenest brands by U.S. consumers, according to a 2008 BrandWeek magazine survey. The LEAF House received Legambientes (Italy's most authoritative watchdog group on environmental issues) national Innovation Friendly to the Environment award. Founding sponsor of the Alliance to Save Energy Efficiency Global Forum & Exposition (EE Global), a forum that brings together le aders from around the globe to forge new partnerships and develop strategies on energy efficiency Commitment To Employees Recognized Named one of the Top 20 Global Companies for Leaders by FORTUNE magazine for focus on developing leaders within the company Named one of the top 50 companies for African-American MBAs to work by Black MBA magazine Named one of "The Best Companies to Work For" in Brazil by Guia Exame/Voce S.A. for the 12th consecutive year Named one of the 50 Best Employers in Canada by the Globe & Mail Report on Business Magazine Named one of the Best Companies to Work for in Mexico Named one of 25 Noteworthy Companies for Diversity by DiversityInc magazine for our excellent community philanthropy, employee-resource groups and measurement of diversity success Received a score of 100 percent on the Human Rights Campaigns Corporate Equality Index for six consecutive years (2004-2009)
Whirlpool of India Limited 1. T H E C O M P A N Y S P H I L O S O P H Y O N C O D E O F CORPORATE GOVERNANCE Whirlpools philosophy on Corporate Governance envisages attainment of the highest levels of transparency, accountability and equity in all facets of its operations and its interaction with its stakeholders including shareholder s , employees , lender s and the Government. The Companys philosophy is built on a rich legacy of fair and transparent governance an d disclosure practices, many of which were in existence even before they were mandated by the legislation. The Companys essential character revolves around values based on transparency, integrity, professionalism and accountability. At the highest level, the Company endeavor continuously to improve upon these aspects. Thi s i s done by adopt ing innovat ive approaches for leveraging resources and converting opportunities into CORPORATE GOVERNANCE achievements through proper empowerment and mo t i v a t i o n , t h e r e b y f o s t e r i n g a h e a l t h y g r owt h a n d development of its human resources .
Whirlpool believes in implementing the philosophy of corporate governance in letter and in spirit. 2. BOARD OF DIRECTORS Composition The Board of Directors of the Company comprises of Executive, Non-Executive and Independent Directors. The Chairman is a Non-Executive Director. In all there are 6 Directors including 2 Independent Directors. As on March 31, 2006, the composition of the Board of Directors of the Company meets the stipulated requirements of clause 49 of the Listing Agreement of the Bombay Stock Exchange Ltd. Member ships of the Di rector s on other boards / committees are given here under: Name of the Directors Category No. of Directorships and Committee Memberships/ Chairmanships Other Committee Committee Directorships Memberships Chairmanship Mr. Mark Hu Non-Executive Director and Chairman - - Mr. Arvind Uppal Managing Director - - Mr. Robert Lawrence Mink Non-Executive Director - - Mr. Dinesh Mittal Executive Director & Company Secretary - - Mr. S.J. Scarff Non-Executive and Independent Director 1 2 Mr. Anand Bhatia Non-Executive and Independent Director 4 - Note: Mr. Anand Bhatia is the Chairman of Audit Committee, Remuneration Committee and Investor Grievance Committee. Mr. Dinesh Mittal is the Chairman of New Share Certificate and Share Transfer Committee. Attendance & Meeting The Attendance of the Directors in the Board Meetings and at the AGM held during the year is given as under: Name of the Directors Category No. of Board Whether Meetings Attended Attended the AGM Mr. Mark Hu Non-Executive Director and Chairman 3* Yes Mr. Arvind Uppal Managing Director 5 Yes Mr. Robert Lawrence Mink Non-Executive Director 2 Yes Mr. Dinesh Mittal Executive Director & Company Secretary 5 Yes Mr. S.J. Scarff Non-Executive and Independent Director 5 Yes Mr. Anand Bhatia Non-Executive and Independent Director 5 Yes * 1 meeting attended in person and 2 meetings attended on telecom. During the year ended March 31, 2006 five meetings of the Board of Directors were held on the following dates: (i) April 27, 2005 (ii) June 17, 2005 (iii) July 20, 2005 (iv) October 24, 2005 (v) January 24, 2006 The Annual General Meeting (AGM) was held on June 17, 2005. 3. COMMITTEES OF THE BOARD (i) Audit Committee The functioning and terms of reference of the audit committee including the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of section 292 A of the Companies Act, 1956 and the listing Agreement with the Bombay Stock Exchange Ltd. The Company has a multi disciplinary Internal Audit Team which submits its report directly to the Audit Committee on
a quarterly basis. The chairman of the audit Committee attended the last Annual General Meeting held on June 17, 2005 to answer shareholders queries. The Audit Committee is responsible for:(i) Effective supervision of the financial reporting process; ensuring financial, accounting and operating controls and compliance with established policies and procedures. (ii) Evaluat ing the adequacy of internal cont rol s and i t s effectiveness. (iii) Reviewing the financial results of the Company for each quarter/ year before it is placed at the Board meeting for approval (iv) providing an avenue for effective communication between Whirlpool Book.p65 3 1/2/2001, 12:15 AM4 Whirlpool of India Limited the Internal Audit , the Statutory Auditors and the Board of Directors Composition and Attendance Name of the Directors No. of Meetings Attended Mr. Anand Bhatia, Chairman 4 Mr. S.J. Scarff, Member 4 Mr. Mark Hu, Member 2* * Attended on telecom. The Chief Financial Officer, the Internal Auditor and the partner of S.R. Batliboi & Co., the Statutory Auditors are permanent invitees to the audit committee meetings. It has been the practice of the Chairman of the Audit Committee to extend an invitation to the Managing Director and Executive Director(s) to attend all the meetings and to Cost Auditors whenever required. Mr. Dinesh Mittal, Company Secretary acts as the Secretary of the Committee. During the year ended March 31, 2006, four meetings of the Audit Committee were held on the followin g dates: (i) April 27, 2005 (ii) July 20, 2005 and (iii) October 24, 2005 (iv) January 24, 2006 Mr. Anand Bhatia, Chairman of the audit committee has financial and accounting background and knowledge. (ii) Directors Remuneration Committee T e rms o f R e f e r e n c e o f t h e Di r e c t o r s R emu n e r a t i o n Committee are as per the guidelines set out in the listing agreement with the Bombay Stock Exchange Ltd. that inter alia include determination of the Companys policy on specific remuneration packages for Directors. Remuneration policy The terms of reference / role of the Remuneration Committee is to determine the Companys policy on the remuneration package of its Executive Directors and to determine and approve the terms & conditions and remuneration package of its Executive Directors, including revision thereof from time to time , and to deliberate on and decide matters incidental thereto or consequential thereof. Details of remuneration paid to Mr. Arvind Uppal , Managing Director and Mr. Dinesh Mittal, Executive Director and Company Secretary are as under : The Non-Executive Independent Directors are entitled for sitting fee of Rs. 10,000 for every meeting of the Board
or commi t tee thereof . They are al so reimbur sed al l t r a v e l l i n g a n d o t h e r e x p e n s e s i n c u r r e d b y t h em i n connect ion wi th at tending meet ings of the Board of Directors or of Committees thereof or which they may otherwise incur in the performance of their duties as Directors. Composition & Attendance Name of the Directors No. of Meetings Attended Mr. Anand Bhatia, Chairman 1 Mr. S.J. Scarff, Member 1 Mr. Mark Hu, Member The payment of remuneration to Mr. Arvind Uppal and Mr. Dinesh Mittal was duly approved by a resolution passed by the remuneration committee on April 27, 2005 and by the shareholders in the 44th Annual General Meeting of the Company held on June 17, 2005. (iii) Investors Grievance Committee Terms of Reference of the Investors Grievance Committee are as per the guidelines set out in the listing agreement with the Bombay Stock Exchange Ltd. and the relevant clauses of the Articles of Association of the Company that inter alia this include looking into the Investors complaints on transfer of shares, non receipt of Annual Accounts, non receipt of dividends declared and interest on debentures etc. and the redressal thereof. Composition and Attendance Name of the Directors No. of Meetings Attended Mr. Anand Bhatia, Chairman 5 Mr. Arvind Uppal, Member 5 Mr. Dinesh Mittal, Member 5 During the year ended March 31, 2006, five meetings of the Investors Grievance Committee were held on the following dates: (i) April 27, 2005 (ii) June 17,2005 (iii) July 20, 2005 (iv) October 24,2005 (v) January 24, 2006. T h e C omp a n y a t t e n d s t o t h e i n v e s t o r s g r i e v a n c e s / correspondence expeditiously except in the cases that are constrained by disputes or legal impediments. Annual Remuneration paid to Mr. Arvind Uppal Basic Salary Allowances Perquisites Performance Contribution to Total Bonus Provident Fund & Superannuation Fund 40,00,000 - 1,05,623 - 10,80,000* 51,85,623 Service contract for three years w.e.f. 16th February, 2005. Notice period 3 months Severance fee- Nil Stock options Nil Annual Remuneration paid to Mr. Dinesh Mittal Basic Salary Allowances Perquisites Performance Contribution to Total Bonus Provident Fund & Superannuation Fund 13,80,000 4,21,200 4,88,636 2,02,674 3,72,600* 28,65,110 Service contract for three years w.e.f. 27th April, 2005. Notice period 3 months Severance fee- Nil
Stock options - Nil * Remuneration as defined under Schedule XIII does not include retirals. Whirlpool Book.p65 4 1/2/2001, 12:15 AM5 Whirlpool of India Limited a. No. of shareholders complaints received during the year 12 b. No. of complaints not resolved to the satisfaction of the shareholders Nil c. No. of pending share transfers as on March 31, 2006 Nil Mr. Dinesh Mittal, Company Secretary is the Compliance Officer of the Company. (iv) Share Transfer Committee Terms of Reference of the Share Transfer Committee are as per the guidelines set out in the listing agreement with the Bombay Stock Exchanges Ltd. and pursuant to Article 132 of Articles of Association of the Company that inter alia include approval and registration of transfers and/ or transmissions of equity shares of the Company and do all other acts and deeds as may be necessary or incidental to the above. Composition and Attendance Name of the Member No. of Meetings Attended Mr. Dinesh Mittal, Chairman 24 Mr. R.S. Narayan, Member Mrs. Seema Narang, Member 24 The Committee holds its meeting within every fortnight to consider all matters concerning transfer and transmission of shares. During the year ended March 31, 2006, twenty four meetings of the Share Transfer Committee were held. (v) New Share Certificate Committee Terms of Reference of the New Share Certificate Committee are as per the guidelines set out in the listing agreement with the Bombay Stock Exchange Ltd. and pursuant to Article 132 of Articles of Association of the Company that inter alia include to sub-divide, consolidate, renew and/ or issue any duplicate share/ debenture certificates of the Company or/ and issue new share/ debenture certificates of the Company on account of split, consolidation, etc, authorize affixation of common seal of the Company to share/ debenture certificates and do all other acts and deeds as may be incidental to the above. Composition and Attendance Name of the Directors No. of Meetings Attended Mr. Dinesh Mittal, Chairman 24 Mr. Robert Lawrence Mink, Member Mr. Arvind Uppal, Member 24 The Committee holds its meeting every fortnight to consider all matters concerning issue of new share/ debenture certificates. During the year ended March 31, 2006, twenty four meetings of the New Share Certificate Committee were held. 4. GENERAL BODY MEETINGS The last three Annual General Meetings were held as per details given here under:
Year Day Date Timing Place 2003 Tuesday April 29, 2003 11.00 A.M. Air Force Auditorium, New Delhi 2004 Friday July 16, 2004 11.00 A.M. Air Force Auditorium, New Delhi 2005 Friday June 17, 2005 11.30 A.M Hotel Le Meridien, Pune Following special resolutions were passed in the previous three Annual General Meetings: Year Resolution passed 2003 None 2004 Special resolution passed to delist the equity shares of the Company from The Delhi Stock Exchange Association Limited at New Delhi and Madras Stock Exchange Limited at Chennai. 2005 1. Special Resolution passed for appointment of Mr. Arvind Uppal as the Managing Director of the Company. 2. Special Resolution passed for appointment of Mr. Dinesh Mittal as the Wholetime Director of the Company. 3. Special Resolution passed for alteration of the Capital clause of Memorandum of Association of the Company for increase in authorised capital. 4. Special Resolution passed for alterations of the Articles of Association of the Company. 5. Special Resolution to issue, offer and allot not more than 15,50,00,000 Redeemable Preference Shares to Whirlpool Corporation and/or its subsidiaries No Special Resolution was passed by Postal Ballot in the last year. The Company does not propose to pass any Special Resolution through Postal Ballot Process this year. 5. DISCLOSURES Related Party Transactions The Company has not entered into any transactions of mater ial nature wi th i t s Promoter s , the Di rector s or Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company. Further, details of general related party transactions are given in the Balance Sheet. Compliances by the Company The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authorities on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authorities relating to the above except for compounding fee of Rs. 2000/ - paid by every director of the Company for alleged contravention of section 217 of the Companies Act, 1956 for the year 2001. The Company has complied with all Accounting Standards issued by Institute of Chartered Accountants of India.
However attention is drawn to the Auditors qualification on deferred tax as per Accounting Standard 22. Whirlpool Book.p65 5 1/2/2001, 12:15 AM6 Whirlpool of India Limited Business risk evaluation and management is an ongoing process within the Organization . During the year under review, a detailed exercise on Business Risk evaluation was carried out covering the entire gamut of business operations and the board was informed about the same. The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior management . The Code has been circulated to all employees and also posted on Companys website www.whirlpoolindia.com All Board members and senior personnel have affirmed their compliance with the code. The Company had during the year issued 152342500 10% non convertible cumulative redeemable preference shares of Rs. 10 each to Whirlpool Canada Holding Co. The Company has not utilised these funds for purpos es other than those stated in the notice convening the 44th Annual General Meeting. The details of utilisation of such proceeds were duly disclosed to the Audit Committee. Adoption of non mandatory requirements under Clause 49 of the Listing Agreement are being reviewed by the Board from time to time. A certificate from Managing Director and Chief Financial Officer on the financial statements of the Company was placed before the Board. Mr. Mark Hu, Chairman and Non Executive Director of the Company is nominated by Whirlpool Corporation. He is an MBA from Cornell University, USA working as President, Whirlpool Asia . He has 26 years of work experience gained from general management and business development assignments in the US, Europe and Asia .Prior to Whirlpool he worked with Philips, Asia and S C Johnson Wax, USA. Mr. Robert Mink has been associated with the Indian business since its inception and was Director on your Board since 1995 till 2004. He resigned due to personal reasons in 2004 and rejoined the Board in 2005. Mr. Robert Mink is a Law graduate and is currently the Vice President, incharge of legal matters of Whirlpool Corporation , USA . None of the director is holding any shares/convertible instruments of the Company. 6. MEANS OF COMMUNICATION The quarterly results are usually published in The Business Standard (English) All India Editions, as well as the Prabhat (Marathi). The information of quarterly results is also sent to the Bombay Stock Exchange Ltd. to enable them to put it on their web-site. The Management Discussion and Analysis Report forms an integral part of the Directors Report. The Company is submitting the following information, statements and reports on the Electronic Data Information filing and Retrieval (EDIFAR) website maintained by the SEBI: Full version of Annual Report including the audited Balance Sheet, Profit & Loss Account, Directors Report,
Cash Flow Statements Unaudited Quarterly Financial Statements. Corporate Governance Report (Annually). Shareholding Pattern Statement. Statement of Action taken against the Company by any Regulatory Agency. 7. SHAREHOLDERS INFORMATION (i) Annual General Meeting - Date : August 25, 2006 - Time : 11.30 A..M. - Venue : Hotel Le Meridian RBM Road, Pune 411 001 (ii) Financial Calendar - Year 2006-07 Adoption of Quarterly Results for the quarter ending - June 30, 2006 July, 2006 (3rd / 4th week) - September 30, 2006 October, 2006 (3rd / 4th week) - December 31, 2006 January, 2007 (3rd / 4th week) - March 31, 2007 April, 2007 (3rd / 4th week) Or Audited Annual Results in May, 2007 (1st / 2nd week) (iii) Book Closure Date August 11, 2006 to August 25, 2006 (Both days inclusive) (iv) Dividend Payment Date No dividend has been recommended by the Board of Directors. (v) Listing on Stock Exchanges The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd. at Mumbai. The Company confirms that it has paid annual listing fee due to the Stock Exchange, Mumbai for the year 2005-2006. (vi) Stock Code Bombay Stock Exchange Ltd. 500238 Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai 400 001 (vii) Registrar & Transfer Agents For Shares held in Physical as well as Electronic Mode Abhipra Capital Ltd. BM-1, Dilkush Commercial Complex G T Karnal Road, Azadpur Delhi 110 033. (viii) Stock Price Performance - Whirlpool Vs BSE Sensex, Year 2005-06 Note: Monthly average is based on the monthly average of High and Low price of Whirlpool and BSE Index. (ix) Market Price Data Months Bombay Stock Exchange (BSE) High (Rs.) Low (Rs.) April 2005 27.25 21.00 May 2005 30.15 25.25 June 2005 29.60 24.90 July 2005 27.80 24.00 August 2005 32.55 24.90 September 2005 34.75 25.00 October 2005 30.40 23.60 November 2005 29.30 24.15 December 2005 32.75 27.70 January 2006 33.40 28.35 February 2006 29.00 25.00
March 2006 27.20 22.60 (x) Share Transfer System The Board has constituted the Share Transfer Committee and delegated the power of share transfer to the Committee. The Committee holds its meeting every fortnight to consider all matters concerning transfer and transmission of shares. The Companys shares are in compulsory Demat Mode. The shares received for transfer in physical mode by the Company are transferred expeditiously. Whirlpool Book.p65 6 1/2/2001, 12:15 AM7 Whirlpool of India Limited (xi) Dematerialization of Shares The Companys shares are available for trading in the depository systems of both the National Securities Depository Ltd. (NSDL) and the Central Depository Services (India) Ltd. (CDSL). As on March 31, 2006, 19,096,327 equity shares of the Company, forming 85.16% of Non -Promoter shareholding stand dematerialized. International Securities Identification Number : INE716A01013 (xii) Liquidity of Shares The Equity Shares of the Company are traded in the B1 Group at the Bombay Stock Exchange Ltd. (xv) Outstanding Stock Option There are no outstanding warrants or any convertible instruments as on March 31, 2006. (xvi) Plant Locations of the Company 1 28 N.I.T., Faridabad (Haryana) 2 Plot No. A-4, MIDC Rajangaon, Taluka Shirur, District Pune 419 204 3 Village Thirubhuvanai, Pondicherry 605 001 (xvii) Address for Correspondence The shareholders may address their communications/suggestions/grievances/queries to: Registered Office Whirlpool of India Ltd. Plot No. A4, MIDC, Ranja ngaon,Taluka Shirur, Dist. Pune, Maharashtra 419204, Tel No. 020 -4061100, Fax No. 02138 232376/232229 Email Address: Dinesh_Mittal@ whirlpool.com Corporate Office Whirlpool of India Ltd. A8, Vaitalik, USO Rd., Qutab Institutional Area, New Delhi 110 067. Tel. No. 011- 26857180, Fax No. 011- 26523369, Email Address: Dinesh_Mittal@ whirlpool.com (xiv) Distribution of Shareholding as on March 31, 2006 Nominal Value No. of Shareholders No. of Shares From To Number % Total Number % Total 1 5000 41,661 88.34 5,025,616 3.96 5001 10000 2,929 6.21 2,379,654 1.88 10001 20000 1,178 2.50 1,872,889 1.48 20001 30000 450 0.95 1,173,854 0.93 30001 40000 181 0.38 658,485 0.52 40001 50000 238 0.51 1,141,075 0.90 50001 100000 298 0.63 2,330,147 1.83 100000 And above 225 0.48 112,290,110 88.50 Total 47,160 100 126,871,830 100.00 (xiii) Shareholding Pattern as on March 31, 2006 Category No. of Shares % Promoters 104,448,074 82.33 Mutual Funds 9,440 0.01
Non Resident Indians 185,818 0.14 Banks & Financial Institutions 444,285 0.35 Category No. of Shares % Foreign Institutional Investors 8,152 0.01 Corporate Bodies 2,645,867 2.08 Public 19,130,194 15.08 Total 126,871,830 100.00 AUDITORS CERTIFICATE To the Members of Whirlpool of India Limited We have examined the complian ce of conditions of corporate governance by Whirlpool of India Limited, for the year ended on March 31, 2006 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the abov e mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For S. R. BATLIBOI & COMPANY Chartered Accountants per Manoj Gupta Place : New Delhi Partner Date : April 27, 2006 Membership No.: 83906