Your Directors take pleasure in presenting the 40th Annual Report (Integrated) on the
business and operations of the Company and the accounts for the Financial Year ended 31st
March, 2023.
1. Financial Summary or Highlights
The Board's Report is prepared based on the standalone financial statements of the
Company. The Company's financial performance for the year under review alongwith previous
year's figures are given hereunder:
* 11,424 Shares vested as 1st tranche out of a total of 34,303 Shares granted for
financial year 2022-23; 7,159 Shares vested as 2nd tranche out of a total of 24,942 Shares
granted for financial year 2021-22 and 2,044 Shares vested as 3rd tranche out of a total
of8,454 Shares granted for financial year2020-21.
** 6,497 Shares vested as 1st tranche out of a total of 65,628 Shares granted for
financial year 2022-23; 2,546 Shares vested as 2nd tranche out of a total of 17,733 Shares
granted for financial year 2021-22.
7. Change in the nature of business, if any
There was no change in the nature of business of the Company during the financial year
ended 31st March, 2023.
8. Details of Directors or Key Managerial Personnel including those who were appointed
or have resigned during the year
During the financial year 2022-23, no changes took place in the composition of the
Board of Directors of the Company.
Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri
Rajesh Kumar Gupta (DIN: 00002842), Shri T.V Mohandas Pai (DIN: 00042167) and Shri Puneet
Bhatia (DIN: 00143973), are due to retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. The Board recommends
their re-appointment.
Shri Anil Rai Gupta (DIN: 00011892), was last re-appointed by the Shareholders of the
Company in the Annual General Meeting held on 27th July, 2019 for a period of 5 (Five)
years with effect from 1st April, 2019. His term is due to expire next year on 31st March,
2024.
Accordingly, the Board of Directors, upon the recommendation of the Nomination and
Remuneration Committee, in its Meeting held on 3rd May, 2023, approved the re-appointment
of Shri Anil Rai Gupta, as the Chairman and Managing Director and the CEO of the Company
for a period of another 5 (Five) years to take effect from 1st April, 2024 to 31st March,
2029. The re-appointment is subject to approval of the shareholders in the ensuing Annual
General Meeting.
The details of Directors being recommended for reappointment as required under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard 2 issued by ICSI are contained in the accompanying Notice convening the ensuing
Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to
the reappointment of Directors are also included in the Notice.
9. Number of Meetings of the Board of Directors
During the Financial Year 2022-23, the Board of Directors of the Company, met 5 (Five)
times on 4th May, 2022, 20th July, 2022, 19th October, 2022, 19th January, 2023 and 25th
March, 2023.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meeting of
the Independent Directors of the Company was also held on 25th March, 2023, without the
presence of Non-Independent Directors and members of the management, to review the
performance of NonIndependent Directors and the Board as a whole, the performance of the
Chairperson of the Company, taking into account the views of Executive Directors,
NonExecutive Non-Independent Directors and also to assess the quality, quantity and
timeliness of flow of information between the Company management and the Board.
10. Directors’ Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of
their knowledge hereby state and confirm that:
a) i n the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
11. Declaration by Independent Director(s) and reappointment, if any
All the Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, so as to qualify themselves to continue to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.
In the opinion of the Board, they fulfil the condition for appointment/ re-appointment
as Independent Directors on the Board. Further, in the opinion of the Board, the
Independent Directors also possess the attributes of integrity, expertise and experience
as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
12. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other
employees
i n adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of
the Company in its Meeting held on 22nd December, 2014, approved a policy on directors'
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided u/s 178(3), based on the
recommendations of the Nomination and Remuneration Committee. The broad parameters covered
under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors,
Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel
(Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the
Remuneration of Other Employees. The Company's Policy relating to appointment of
Directors, payment of Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as provided under Section
178(3) of the Companies Act, 2013 is furnished in ANNEXURE - 1 and forms part of this
Report. The Policy is also available in the Investor Relations section, under the
"Codes & Policies" tab, on the website of the Company and can be accessed at
the weblink https://havells.com/content/dam/ havells/Corporate
Governance/Nomination%20and%20 Remuneration%20Policv.pdf
13. Formal Annual Evaluation
The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR") contain provisions for the evaluation of the
performance of:
(i) the Board as a whole,
(ii) the individual directors (including independent directors and Chairperson) and
(iii) various Committees of the Board.
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees and Individual Directors pursuant to the provisions of the Companies Act,
2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Consequently, the Company is required to disclose the manner of formal
annual evaluation.
The Board evaluation exercise for financial year 2022-23 was carried out by way of
internal assessments done based on a combination of detailed questionnaires and verbal
discussions.
Performance evaluation of the Board and Committees
The performance of the Board was evaluated by the Board Members after considering
inputs from all the Directors primarily on:
• Board composition and quality with emphasis on its size, diversity, skill set of
members;
• Periodic review of Company's management and internal control system for
appropriateness and relevance;
• Board process and procedure with emphasis on the frequency of Meetings,
Attendance thereof, flow of information;
• Oversight of Financial Reporting process including Internal Controls and Audit
Functions;
• Engagement in Corporate Governance, ethics and compliance with the Company's
code of conduct.
The Board evaluated the performance of the Committees on the following parameters:
• Appropriateness of size and composition;
• Clarity of mandate and well-defined agenda;
• Reporting to the Board on the Committee's activities;
• Availability of appropriate internal and external support or resources to the
Committees.
Performance Evaluation of Individual Directors
The performance evaluation of the Individual Directors were carried out by the Board
and other Individual Directors, considering aspects such as:
• Display of effective leadership qualities and skill;
• I mplementation of observations/ recommendations of Board Members;
• Effective and timely resolution of grievances of Board Members;
• Ability to bring convergence in case of divergent views and conflict of interest
situation tabled at Board Meetings;
• Sufficient knowledge of Company strategy and objective;
• Understand their role as Director, as distinct from management;
• Adequate and productive use of knowledge and experience of the Independent
Directors for the functioning of Board;
• Efforts for professional development to enable better fulfilment of their
responsibilities;
• Ask questions/ critique proposals with confidence;
• Open and effective participation in Board discussions;
• Keep stakeholder interest as the touchstone in endorsing decisions.
Evaluation Outcome
The evaluation brought to the notice that there is adequate flow of information from
Company to the Board and the suggestions and recommendations given by the Board are
considered for follow up action. The Board Committees are well-managed and functioning
excellently. The Committee meetings are held timely with thorough discussions on agenda
items and excellent follow up.
The assessment exercise also brought out that all the Directors are excellently
contributing in the functioning of the Board. The Chairman well balances the functioning
of the Board demonstrating effective leadership. The Board has functioned well and has
rigorous discussions. The Board is open and receptive and the members are fully committed
to high standards and are transparent.
14. Annual Return
Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the
Annual Return of the Company is available on the website of the Company at https://havells.com/en/discover-havells/investor-relation/
disclosures.html
15. Auditors
1. Statutory Auditors
As per provisions of Section 139(1) of the Companies Act, 2013, the Company has
appointed M/s Price Waterhouse & Co Chartered Accountants LLP (Registration No.
304026E/ E300009) as Statutory Auditors for a period of 5 (Five) years in the AGM of the
Company held on 30th June, 2021.
Statutory Auditors’ Report
The observations of Statutory Auditor in its reports on standalone and consolidated
financials are selfexplanatory and therefore do not call for any further comments.
Details in respect of frauds reported by auditors
There were no instances of fraud reported by the auditors.
2. Cost Auditors
As per Section 148 of the Companies Act, 2013, the Company is required to have the
audit of its cost records conducted by a Cost Accountant in practice.
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act,
2013 and Rules made thereunder, M/s Chandra Wadhwa & Co., Cost Accountants (Firm Regn.
No. 000239) were appointed as the Cost Auditor of the Company for the year ending 31st
March, 2023.
The due date for filing the Cost Audit Report of the Company for the financial year
ended 31st March, 2022 was 2nd June, 2022 and the same was filed in XBRL mode by the Cost
Auditor within due date.
Disclosure on maintenance of Cost Records
The Company made and maintained the Cost Records under Section 148 of the Companies
Act, 2013 (18 of 2013) for the Financial Year 2022-23.
3. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
corresponding Rules framed thereunder, M/s Balika Sharma & Associates, Company
Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the
secretarial audit for the year ending 31st March, 2023.
Secretarial Audit Report
In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit
Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as
ANNEXURE - 2. There are no qualifications, reservations or adverse remarks made by
Secretarial Auditors in their Report.
Annual Secretarial Compliance Report
A Secretarial Compliance Report for the financial year ended 31st March, 2023 on
compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder,
was obtained from M/s Balika Sharma & Associates, Company Secretaries, Secretarial
Auditors.
16. Particulars of Loans, Guarantees or Investments under Section 186
The particulars of loans given, investments made and guarantees provided by the
Company, under Section 186 of the Companies Act, 2013, as at 31st March, 2023, are
furnished in ANNEXURE - 3 and forms part of this Report.
17. Particulars of contracts or arrangements with Related Parties
The particulars of every contract and arrangement if entered into by the Company with
related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013
including certain arm's length transactions under third proviso thereto are disclosed in
Form No. AOC-2 in ANNEXURE - 4 and forms part of this Report.
18. Contribution to Exchequer
The Company is regular in payment of taxes and other duties to the Government. During
the year under review your Company paid Rs.395.84 crores towards Corporate Income Tax as
compared to Rs.426.85 crores paid during the last financial year. The Company has also
paid an amount of Rs.3,618.55 crores on account of GST and Custom duty without any
government assistance and support during financial year 2022-23 as compared to Rs.2,849.67
crores paid alongwith government assistance and support of Rs.1.02 crores claimed during
last Financial Year.
19. Details relating to deposits covered under Chapter V of the Companies Act, 2013
The Shareholders vide their Special Resolution dated 9th June, 2014, passed by way of
Postal Ballot, have approved inviting/ accepting/ renewing deposits, in terms of the
provisions of the Companies Act, 2013 making the Company eligible for the same. However,
the Company has not accepted any deposits during the year under review.
20. Corporate Social Responsibility (CSR)
Havells over the years have built a culture where CSR has been deeply integrated with
our business philosophy which is reflected in our business accountability and our
commitment to the wellbeing of communities and society through our various environmental
and social measures. This has led to targeted efforts by the organization for the
communities revolving around eight strong pillars of Health and Nutrition, Education,
Skill and Development, Sanitation, Environment, Heritage Conservation, Health Care and
other Humanitarian Causes.
Some of the key initiatives include:
Meals Distribution (Mid-Day Meal Programme) - A
humble beginning that started with serving just 1,500 children across 5 schools
increased to serving over 70,000 students across 700+ schools daily in the district. This
program has shown a positive impact in the lives of school children which in turn has
resulted in increased attendance & enrolment and a reduction in drop-out rates in
Govt. Schools wherever mid-day meals are being served. Another impact of this project has
been an increase in enrolment of girl child and reduced discrimination, casteism and
inequality amongst society.
Hygiene and Sanitation (Distribution of Re-usable Sanitary Napkins) - Over the past few
years the Company has played a pivotal role in the areas of hygiene and sanitation. In FY
22-23, we have distributed ~2 Lakh sanitary napkins to adolescent girls. This has resulted
in improved attendance, health and cognitive development, increased girls' participation,
established positive hygiene behaviour among girl students.
Societal Education and Infrastructure - Education has been one of our focus areas from
Corporate Social Responsibility (CSR) standpoint. Havells association with Plaksha
University as part of our CSR initiatives started in the year 2021 to make a meaningful
impact in technological change and evolution. Infact now our association with Plaksha is
one of the biggest from CSR contribution standpoint.
On December 17, 2022, Plaksha University celebrated its first founder day where
"Havells Research Building" was inaugurated. This research building will house
four cutting-edge research centres - Centre for Clean Energy & Climate, Centre for
Digital Agriculture, Centre for Digital Health and Centre for Water Security.
Trees Plantation - Tree plantation has been a regular activity at Havells with the twin
purpose to save endangered environment and to preserve flora and fauna. Havells has
planted over 18 Lakhs trees in last 5 years in Bhopal, Madhya Pradesh and Neemrana,
Rajasthan. The Survival rate of the trees is more than 85% as per the survey conducted by
MPRVVN (Madhya Pradesh Rajya Van Vibhag Nigam) on account of regular monitoring, ensuring
availability of water supply, involvement of local administration and Panchayat.
Further, the Company has in place CSR & ESG Committee and Policy as per the
applicable laws and regulations. The disclosures on the same as per Rule 8 of Companies
(Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith as ANNEXURE - 5
to this Report in the prescribed format.
21. Audit Committee
As at 31st March, 2023, the Audit Committee of the Board of Directors of the Company
comprised of 4 (Four) Members, namely Shri Upendra Kumar Sinha, Smt. Namrata Kaul, Shri B
Prasada Rao and Shri Ameet Kumar Gupta, majority of them being Independent Directors
except Shri Ameet Kumar Gupta, who is a Whole-time Director. Shri Upendra Kumar Sinha, an
Independent Director, is the Chairman of the Audit Committee. The Board accepted the
recommendations of the Audit Committee whenever made by the Committee during the year.
22. Enterprises Risk Management Framework Integrated Risk Management Framework
The Board of Directors of the Company has formed an Enterprises Risk Management (ERM)
Committee to frame, implement and monitor the risk management plan for the Company. The
Company's Board of Directors oversees how management monitors compliance with the
Company's risk management policies and procedures and reviews the adequacy of the risk
management framework in relation to the risks faced by the Company.
ERM Committee oversees the Company's risk management process and controls, reviews
strategic plans and objectives for risk management, risk philosophy, risk optimisation,
reviews compliance with risk management policies implemented by the Company and procedures
used to implement the same. ERM Committee overviews various risk categories like Strategic
risk, Compliance risk, Financial risk, Reputational risk, Operational risk & Reporting
risk.
Havells Risk Management & Governance Framework is based on Internationally accepted
framework. Our sustainable focus on next Generation Technology, supports an enterprise
wide view of risk and their compliance, enabling more holistic approach towards
productivity, efficiency and informed decision-making process, within acceptable risk
appetite & culture of no surprise.
Company's ERM Coverage includes critical risks relating to entity level, business
vertical, functional & process level at all locations across the organisation. ERM
Coordinator works closely with business & functional team for identification,
monitoring & execution of agreed risk responses. Evaluation of Risk Maturity level
& identification of the emerging business challenges are performed under the guidance
of ERM Council & Leadership Council. Risk response against the identified risks
(including emerging risks) are presented before ERM Committee on a half yearly basis.
23. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements
The Company has robust internal financial controls (IFC) systems, which is in line with
requirement of the Companies Act 2013, which is intended to increase transparency &
accountability in an organization's process of designing and implementing a system of
internal control. The Company has a clearly defined Governance, Risk & Compliance
Framework, Policies, Standard Operating Procedures (SOP), Financial & Operational
Delegation of Authority (DOA). Our SAP ERP & GRC system facilitate mapping with
role-based authority to business & functional team to ensure smooth conduct of their
operations across the organization.
The company's internal control systems are commensurate with the nature & size of
its' business considering both financial & non-financial controls.
The company has well established Internal audit function. Risk based audit are
performed for all businesses, functions & locations (Plant, Branch, warehouse, Head
office). Internal Audit plan is approved by the Audit Committee, further on a quarterly
basis summary of key findings along with their root cause analysis and action taken status
are presented to the Audit Committee.
Risk Control Matrix (RCM) has been prepared with respect to each Business functions and
their mapping are being done with Functional Dashboard/ Compliance Management System/ GRC
Process Control. The internal control system ensures compliance with all applicable laws
and regulations.
Our IFC process, supports orderly and efficient conduct of its business including
adherence to Company's policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial information. Our internal financial control system
facilitates in optimum utilization of available resources and protect the interests of all
stakeholders.
24. Details of establishment of Vigil Mechanism for Directors and Employees
The Company has established a Vigil Mechanism under the name of "Satark" for
its Directors and employees to report their genuine concerns or grievances and provides
for adequate safeguards against victimization of persons who use such mechanism.
Vigil Mechanism is available for all Employee(s), business associate(s) engaged with
the Company, who can report any fraud, irregularity, wrongdoing and unethical behaviour.
Designated team investigates such reported matters in an impartial manner and takes
appropriate action to ensure that requisite standards of confidentiality, professional and
ethical conduct are always upheld. Complaints received under Satark policy are even mapped
to the Chairman of the Audit Committee. This Satark policy is also available on the
website of the company at https://havells.com/
HavellsProductImages/HavellsIndia/pdf/About-Havells/ Investor-Relations/Codes
Policies/VigilMechanism Satark%20Policv.pdf
25. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operations in future
There was no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operations in future.
26. Compliance with Secretarial Standards
The Company is in compliance with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.
27. Employee Relations
The past year the Havells family surged ahead confidently, leaving behind the
experiences of the pandemic, but keeping the learning intact in term of speed and agility.
There was renewed focus on enhancing organizational capability for the future. We have
created an organization wide Learning & Development (L&D) framework, to cater to
the L&D needs across every level in the organization.
To illustrate, we have launched a career development center ‘Pragati’ for our
frontline salespeople to become first level Managers. We have launched a management
development program called ‘Unnati’, for our first level sales managers. Similar
initiatives are under progress for mid and senior management. India is a young country and
a sizeable future employee base, will be Gen-Z. Hence, we have a very robust program of
engaging with campuses for our future young talent requirements. This is being done across
functions i.e. Sales & Marketing, E-Commerce, Manufacturing, R&D, Supply Chain,
Packaging, etc. From campuses we have made offers for about 212 final placements and 58
summer interns. The idea of taking interns is to give them projects and assess them for
PPOs (Pre-Placement Offers) Next Year. The gender diversity in our campus offers is about
24% and overall in the Company, the gender diversity in the Gen-Z community is about 21%.
There is a focused effort on ongoing learning & development of our frontline sales,
by leveraging technology, so that we can do this with ‘speed & scale'. Our
internal Learning Management System (LMS) ‘Saksham' is being further augmented to
meet the emerging learning needs and enhanced learner experience (LXP).
We completed a Talent Mapping exercise, for critical roles, so that we have clear
visibility of our internal talent, for meeting the organization' future growth
aspirations.
We have put together a whole new team for our Green Field Project in Sri City, through
a combination of internal talent movement and lateral hires. In this plant, we are
targeting to maximize gender diversity on the shop floor. Our vision is to make this a
role model plant for gender diversity within the Company, by targeting close to 100% women
on shop floor.
For the fourth year in succession, we are recognised among ‘the Great Place to
Work 2023'. Our scores have consistently improved over the years.
At Havells, we ensure that there is full adherence to the Code of Ethics and fair
business practices. Havells is an equal opportunity employer and employees are evaluated
solely on the basis of their contribution and performance. We provide equal opportunity in
all aspects of employment, including retirement, training, work conditions, career
progression etc. Further, Havells is committed to maintaining a workplace where each
employee's privacy and personal dignity is respected and protected.
Nirbhaya
As a responsible employer, Havells has always been conscious of its duty towards
prevention and control of sexual harassment at workplace. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the
POSH Act) and has in place a "Nirbhaya" policy for women employees. The
Committee conducts interactive sessions, from time to time, to sensitize female employees
about the provisions of the POSH Act. The Committee submits an Annual Report to the Audit
Committee of the Board of Directors on the complaints received and action taken by it
during the relevant financial year. During the Financial Year 2022-23, no complaint was
lodged with the Internal Complaints Committee (ICC).
28. Details pursuant to Section 197(12) of the Companies Act, 2013
Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Report and are annexed herewith as ANNEXURE - 6.
29. Employees Stock Option Plans
The Company has in place 4 (Four) employee benefit schemes, namely, Havells Long Term
Incentive Plan 2014 (LTIP 2014), Havells Stock Purchase Scheme 2015 (ESPS 2015), Havells
Stock Purchase Scheme 2016 (ESPS 2016) and Havells Stock Purchase Scheme 2022 (ESPS 2022).
All the existing and proposed benefit schemes are administered by Havells Employees
Welfare Trust under the supervision of the Nomination and Remuneration Committee.
Promoters, Independent Directors, Directors directly or indirectly holding 10% or above
of the equity share capital of the Company, Employees not residing in India or Non
Resident Indians (NRIs) are not eligible for the grant of options/ issue of shares under
any of the Schemes.
The Company has received a certificate dated 1st May, 2023 from the Secretarial
Auditors of the Company that the Schemes have been implemented in accordance with the
applicable SEBI Guidelines and the Resolutions passed by the shareholders dated 9th June,
2014 (further amended on 8th July, 2022), 4th December, 2015, 13th July, 2016 and 8th
July, 2022 in respect of LTIP 2014, ESPS 2015, ESPS 2016 and ESPS 2022 respectively. The
Certificate will be placed at the Annual General Meeting for inspection by Members. There
has been no material change in any of the subsisting Schemes. Disclosures pursuant to SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021, in respect of LTIP
2014, ESPS 2015, ESPS 2016 and ESPS 2022 as at 31st March, 2023 are available on the
website of the Company at https://havells.
com/HavellsProductImages/HavellsIndia/Content/dam/ havells/dislosure pdf/Disclosures
Pursuant to SEBI Regulations 2021 as at 31st March 2023.pdf
30. Credit Ratings CARE Ratings
CARE has yet again assigned a CARE AAA [Triple A] rating to the long-term facilities of
your Company during the reported Financial Year. This rating is applicable to facilities
having a tenure of more than one year. Instruments with this rating are considered to have
the highest degree of safety regarding timely servicing of financial obligations.
CARE has also reaffirmed the CARE A1+ [A One Plus] rating assigned to the short-term
facilities of your Company. This rating is applicable to facilities having a tenure upto
one year. Instruments with this rating are considered to have very strong degree of safety
regarding timely payment of financial obligations.
CARE has also reaffirmed the CARE A1+ [A One Plus] rating assigned to the Commercial
Paper.
The Corporate Governance practices of the Company are also rated by CareEdge Advisory
Research and Training (CART) as CG2+. Grading is assigned on a six-point scale with CG 1
being the highest and CG 6 being the lowest. CART’s CG grading is a measure of
overall performance of the corporate governance on a broad range of parameters such as
Board Composition and Functioning, Ownership Structure, Organization Structure and MIS,
Shareholder Relationship, Disclosures and Transparency, Financial Prudence and Statutory
& Regulatory Compliance.
31. Global Certifications
The list of certifications in FY 22-23 for international markets are given below:-
Certifications received during the Financial Year 2022-23
• BS 7835 BS 6622 BS 7870-4.10 for 11 KV Cables & BS 6724 for 0.6/1 KV Cables
• UL 44 for Thermoset-Insulated Wires and Cables & UL 4703 for Photovoltaic
Wire
• BS 7846 (F2 & F120) LV LSZH Sheathed Cable & LV FS Cables
Renewals of Certifications during the financial year 2022-23
• CB certification in accordance of IEC 60335-240:2018 in conjunction with IEC
60335 1:2010, IEC 60335-1:2010/AMD1:2013, IEC 60335-1:2010/ AMD2:2016 for Large household
appliances
• KEMA/ DEKRA certifications in accordance with IEC 60898-1, IEC 60898-2, IEC
60947-3 & IEC 60947-2 for MCB's and Isolators and IEC 61008-1 for RCCB's.
32. Corporate Governance
The Company is committed to highest corporate governance standards by applying the best
management practices, compliance of law in true letter and spirit and adherence to ethical
standards for effective management and distribution of wealth and discharge of social
responsibility for sustainable development of all stakeholders.
Parameters of Statutory compliances evidencing the standards expected from a listed
entity have been duly observed and a Report on Corporate Governance as well as the
Certificate from Statutory Auditors confirming compliance with the requirements of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this
integrated Annual Report.
Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as
prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
are also presented in separate sections forming part of this Integrated Annual Report.
33. Environment, Health and Safety
Environment, Health and Safety (EHS) has always been an integral part of the larger
ambit of Havells ESG initiatives. Havells Environment, Health & Safety (EHS)
strategies are directed towards achieving the greenest and safest operations across all
Manufacturing units by optimising the usage of natural resources and providing a safe and
healthy workplace.
To address the broader agenda of ESG, during the year Havells had set up a board level
ESG Committee led by independent director who along with other key stakeholders will pave
the way forward from an ESG standpoint. In addition, Havells has formulated a corporate
ESG-CFT under its ambitious Manufacturing Excellence 2.0 Programme Initiatives.
As part of our commitment towards environment, health & safety (EHS) Management, we
have implemented a fully integrated EHS Management system at all our manufacturing sites,
which are certified by the internationally recognised ISO 14001 & ISO 45001 Standards.
The Health and Safety of employees is paramount and Havells stand on Environment, Health
and Safety of its employees is clearly outlined in Havells EHS Policy. We also regularly
conduct Fire Safety Audits carried out by specialized Third-Party agencies to maintain the
requirements of Fire & life Safety Protocols at our manufacturing sites. We have
implemented EnMS (ISO 50001), thus achieving improved operational efficiencies.
Safety remains a top priority for Havells and we are committed to providing a safe and
productive environment for our workforce and we continue to maintain best health and
safety measures across all our manufacturing locations. We strive to upgrade our workforce
skills levels through various learning & development programmes throughout the year.
Further, at the time of induction, basic Safety trainings are given to all employees and
workers at all our manufacturing sites.
Even though our Company does not fall under energy intense sector, we are still mindful
of our impact on the environment and are taking progressive steps to minimise the same.
Our commitments towards environment protection helps us to improve the company environment
footprint examples of activities include 9MW Solar installed capacity, plantation of over
18 Lakhs trees saplings in the last five years. We are continuously exploring
opportunities to increase use of recycled water & reduce water consumption across our
sites, all our manufacturing plants are equipped with roof top rainwater harvesting
system.
Havells was ranked 7th in the electrical equipment section globally in Dow Jones
Sustainability Index (DJSI) Assessment. Havells has been consistently ranked in the top 10
global companies for ESG performance in the electrical sector for last four years, in
addition to be featured in S&P Global Sustainability Yearbook. Havells has maintained
its ‘A' rating in Morgan Stanley formulated MSCI ESG Rating. MSCI ESG methodology is
formulated to evaluate a company's resilience in the long-term and gauge companies'
exposure to ESG risks.
34. Research and Development
We continue to make good progress in R&D transformation with a focus on consumer
centricity, critical technology ownership and Innovation leadership. During the financial
year 2022-23, our R&D spending was Rs.163.18 crores, which is 0.97% of total revenue.
The key areas for the spending continue to be on people competency, process maturity and
infrastructure build-up to be a world-class R&D organization.
Our state-of-the-art Customer Experience and Design (CXD) studio forms the core of
understanding the social, emotional and behavioural needs of customers through design
thinking and co-creation methodologies, involving our dealers, business teams, industry
thought leaders, potential customer groups and design houses around the globe. During the
year, our CXD team enabled product innovations like unconventionally beautiful water
heaters, LED Glamtubes and Havells studio Meditate air purifiers. All these product
launches pushed the current boundaries of design providing consumers with a refreshing and
aesthetically superior experience. Throughout the year, CXD won several prestigious and
acclaimed products and UX design awards like the Golden pin product design award (for
Freedom architectural light), the DIA Design intelligence award (for Freedom architectural
light and Vogue Highbay), CII Design excellence award (for Lloyd Elante washing machine
and Zella immersion rod), European product design award (for Meditate air purifier UX) and
a very special India's Best In-house design studio award.
Our Bengaluru Innovation Centre housing Centers of Excellence (CoEs) on the Internet of
Things (IoT)/ Smart Products, Software Engineering, Power Electronics and Engineering
Design is leading the way for our transformation to an electronic goods company and more
importantly, providing the technical leadership for many of the enabling technologies
required for our product segments. The key highlights in this regard include inhouse
design and development of electronic controllers/ drivers for ACs and LED lights;
introduction of IoT-enabled products in AC, fans, water heaters, switches, air purifiers
and lights categories; and in-house IoT platform enabling our Smart Products strategy
accessed by in-house developed Havells Sync app. With Havells Studio Meditate air
purifier, we introduced the first successful application of OTA (Over-The-Air updates) and
predictive analytics in products. Our Bengaluru Innovation Center in a short span of time
has grown to 115 members and a new floor of office and lab space is added to accommodate
the expansion.
The R&D center at Noida forms the basis for Havells brand promise of quality and
customer value proposition. Recently, working in collaboration with our Faridabad plant,
our Electrical testing/ validation lab was granted accreditation from NABL (National
accreditation board of Testing & Calibration Laboratories) - a unique achievement
among peer FMEG groups and adding to the tally of our state-of-art labs. We made good
progress in the journey of self-sufficiency and ownership of critical technologies with
many more product lines in domestic appliances localized to reduce import dependence (like
hair dryers, room heaters, hand blenders, toasters, etc.); in-house manufacturing of
washing machines starting with semi-auto version; and own designed, developed and
manufactured Havells studio Meditate air purifier that uses a technology adapted from
Space stations. Our strategic push towards leadership in Industrial Switchgear products
has started to deliver now - with the launch of our own designed, developed and
manufactured Q-Tron range of circuit breakers. From the onset, the Q-Tron range is
benchmarked with the global gold standards and is realized by the strong collaboration of
our R&D, manufacturing and vendor ecosystem. Further, progressing our journey of
digitizing product development, the use of digital twin and simulation methodologies are
now being successfully deployed across most of our product categories augmenting the
robustness of our designs.
Overall, we are promoting a culture and mindset of intellectual asset creation. During
2022-23, we applied 38 new patents and 213 new design registrations taking our cumulative
tally to 150 and 985 respectively. Our journey of intellectual property protection has
started to show results with Havells having a grant of 21 patents. As the disruption is
becoming the new normal our strong resolute in R&D has helped to navigate many
challenges like materials supply disruptions, cost escalations and changes in customer
preferences. The wealth of knowledge and infrastructures that we have created over the
last few years will stay with us and will continue to be a source of competitive
advantage.
35. Transfer to Investor Education and Protection Fund
(A) Transfer of Unpaid Dividend
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company
has transferred Rs.65,22,372 during the year to the Investor Education and Protection
Fund.
These amounts were lying unclaimed/ unpaid with the Company for a period of 7 (Seven)
years after declaration of Final Dividend for FY ended 2014-15 and Interim Dividend for FY
ended 2015-16.
(B) Transfer of Shares underlying Unpaid Dividend
During the Financial Year, the Share Allotment and Transfer Committee in its Meeting
held on 26th August, 2022, also transmitted 18,006 Equity shares on account of Un-claimed
Dividend for FY 201415 into the DEMAT Account of the IEPF Authority. These Equity Shares
were the Shares of such 30 Shareholders whose unclaimed/ unpaid dividend pertaining to
Financial Year 2014-15 had been transferred into the IEPF and who had not encashed their
dividends for 7 (Seven) years.
The Share Allotment and Transfer Committee, in its Meeting held on 20th March, 2023,
also transmitted 8,447 Equity Shares of the Company into the DEMAT Account of the IEPF
Authority held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of
Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended from time to time. These Equity Shares were
the Shares of such 17 Shareholders whose unclaimed/ unpaid dividend pertaining to
Financial Year 2015-16 (Interim) had been transferred into IEPF and who had not encashed
their dividends for 7 (Seven) years.
Individual reminders were sent to concerned Shareholders advising them to encash their
dividend and the complete List of such Shareholders whose
Shares were due for transfer to the IEPF was also placed in the Unclaimed Dividend
section of the Investor Relations Section on the website of the Company at
https://havells.com/en/discover-havells/ investor-relation/unclaimed-dividend.html
With the transfer of abovesaid shares into IEPF, a total of 2,46,171 Shares of the
Company (after taking into account the shares claimed back out of IEPF) were lying in the
Demat A/c of the IEPF Authority, hereinabove mentioned, after considering the valid claims
made therefrom.
Concerned Shareholders may still claim the shares or apply for refund to the IEPF
Authority in Web Form No. IEPF-5 available on www.iepf.gov.in. The voting rights on
shares transferred to the IEPF Authority shall remain frozen until the rightful owner
claims the shares. The shares held in such DEMAT account shall not be transferred or dealt
with in any manner whatsoever except for the purpose of transferring the shares back to
the claimant as and when he approaches the Authority. All benefits except rights issue
accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc.,
shall also be credited to such DEMAT account. Any further dividend received on such shares
shall be credited to the IEPF Fund.
36. Shares lying in unclaimed suspense account in electronic mode
As at 31st March, 2023, total 1,72,100 Shares were lying in the Unclaimed Suspense
Account in dematerialised form in the Havells India Limited Unclaimed Suspense A/c held
with IDBI Bank Limited (DP). The voting rights on the said shares shall remain frozen till
the rightful owner of such shares claims the shares. The rightful owner can still claim
his/ her shares from the suspense account after complying with the procedure laid down in
the statute regarding the same. The Company had so far transferred 2,27,100 (Two Lakhs
Twenty Seven Thousand and One Hundred Only) Equity Shares into Unclaimed Share Suspense
Account in terms of Regulation 39(4) read with Schedule VI to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Subsequently, 57,000 Shares of
Rs.1/- each were transferred to the rightful owners as approved by the Share Transfer and
Allotment Committee. Further, the payment of unpaid/ unclaimed dividend for the last 7
(Seven) years has also been made to the said shareholders.
37. Listing of shares
The equity shares of the Company are listed on the National Stock Exchange of India
Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2023-24 has already been
paid to the credit of both the Stock Exchanges.
38. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - 7
and forms part of this Report.
39. Business Responsibility and Sustainability Report (BRSR)
As environmental, social and governance (ESG) issues become increasingly important for
Companies, the way in which they report on these issues has also progressed. As the world
becomes increasingly aware of the impact of business on society and the environment, the
concept of ESG reporting warrants significant attention. Over the years Havells always
believed in communicating its ESG performance in a transparent manner and in line with
global standards to our stakeholders.
Last year i.e., FY 2021-22, we had published our First BRSR report of the Company ahead
of the mandate. We are proud to publish our 2nd BRSR of the Company for the year 2022-23.
The BRSR would follow the format detailed in the amendment to Regulation 34(2) (f) of SEBI
LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021
and will form a part of this Integrated Annual Report. The BRSR for Financial Year 2022-23
is aligned with the nine principles of the National Guidelines on Responsible Business
Conduct notified by the Ministry of Corporate Affairs, Government of India. We have
further enhanced our existing strong reporting structure and mechanisms to ensure we
capture reliable and accurate data for the requirements of BRSR disclosures. We will from
this year also get the key BRSR indicators (aligned with GRI standards) validated as part
of our sustainability assurance framework. Havells strongly believes that resilient and
inclusive growth is only possible on strong pillars of environmental and social
responsibility balanced with good governance. The report is a testimony to our continuous
efforts towards embracing and implementing balanced approach to ESG parameters in our
business operations that are communicated to the stakeholders in addition to our annually
published voluntary sustainability disclosures based on globally accepted Global Reporting
Initiative (GRI) standards and six capitals-based Value Reporting Foundation's framework
on Integrated Reporting that is available on our website at www.havells.com.
We have also provided the requisite mapping of information and principles between the
Sustainability disclosures and the Business Responsibility & Sustainability Report as
prescribed by SEBI. The same is also available on the website www.havells.com.
40. Acknowledgements
The continued co-operation and support of its loyal customers has enabled the Company
to make every effort in understanding their unique needs and deliver maximum customer
satisfaction. Our employees at all levels, have been core to our existence and their hard
work, cooperation and support is helping us as a Company face all challenges. Our vendors,
who form a part of our global footprint reinforce our presence across the globe and
relentlessly push forward in establishing the Havells brand. Our Company is always
grateful for their efforts. The flagbearers of fair play and regulations, which includes
the regulatory authorities, the esteemed league of bankers, financial institutions, rating
agencies, stock exchanges and depositories, auditors, legal advisors, consultants and
other stakeholders have all played a vital role in instilling transparency and good
governance. The Company deeply acknowledges their support and guidance.