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Crompton Greaves Consumer Electricals Limited — Audit Report / Information 2021
May 21, 2021
60950_rns_2021-05-21_53424246-00d7-4489-8f3e-f31919887bfd.pdf
Audit Report / Information
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Crompton Greaves Consumer Electricals Limited Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
Date: May 21, 2021
| ate: May 21, 2021 | |
|---|---|
| To, BSE Limited (“BSE”), Corporate Relationship Department, 2ndFloor, New Trading Ring, P.J. Towers, Dalal Street, Mumbai – 400 001. |
To, National Stock Exchange of India Limited (“NSE”), “Exchange Plaza”, 5thFloor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra(East), Mumbai – 400 051. |
| BSE Scrip Code: 539876 | NSE Symbol: CROMPTON |
| ISIN: INE299U01018 | ISIN: INE299U01018 |
| Our Reference: 19/2021-22 | Our Reference: 19/2021-22 |
Dear Sir/ Madam,
Sub: Outcome of Meeting of the Board of Directors held on May 21, 2021
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") read with Circular (Ref No. CIR/CFD/F AC/6212016 dated July 05, 2016 ) issued by SEBI, we hereby inform you that the Board of Directors in their Meeting held today i.e. May 21, 2021 through Video Conferencing which commenced at 3:33 P.M. (IST) and concluded at 6:03 P.M. (IST) have inter alia, considered, approved and taken on record the following:
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Statement showing the Audited Financial Results (Standalone and Consolidated) for the quarter and year ended March 31, 2021, along with Statement of Assets and Liabilities as at year ended March 31, 2021 (Standalone and Consolidated);
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Auditors Report on the Audited Financial Results (Standalone and Consolidated);
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Re-commended payment of Dividend of Rs. 2.50 per share for the financial year ended March 31, 2021 to the shareholders. The dividend, if approved, will be paid to the shareholders within a period of 30 days from the date of Annual General Meeting;
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Convening of the 7[th] Annual General Meeting of the Company through Video Conferencing on Friday, July 23, 2021;
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The appointment of Mr. P R Ramesh (DIN:01915274) as an Independent Director with effect from May 21, 2021 for a period of 5 years, subject to the approval of Shareholders at the ensuing Annual General Meeting of the Company;
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Re-appointment of M/s. Sharp & Tannan, Chartered Accountants (Firm Registration No. 109982W), as the Statutory Auditors of the Company for a second term of four (4) consecutive years from the conclusion of 7[th] AGM until the conclusion of 11[th] AGM, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting of the Company;
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Appointment of M/s. Parikh & Associates (ICSI Unique Code P1988MH009800) as the Secretarial Auditors of the Company for the financial year 2021-22;
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Amendment in the Code of Conduct to Regulate, Monitor and Report Trading by Designated Person and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (‘UPSI’) with effect from May 21, 2021; and
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Crompton Greaves Consumer Electricals Limited Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
- The constitution of ESG Committee with effect from May 21, 2021. The composition of the ESG Committee is as follows:-
| Name of the Member | Position | Nature of Directorship |
|---|---|---|
| Mr. Promeet Ghosh | Chairman | Non Executive, Non-Independent Director |
| Mr. P M Murty | Member | Non Executive, Independent Director |
| Mr. Sahil Dalal | Member | Non Executive, Non-Independent Director |
| Mr. Mathew Job | Member | Executive Director & Chief Executive Officer |
In terms of second proviso to Regulation 33(3)(d) of the Listing Regulations, we confirm that the Statutory Auditors have issued an Audit Report with Unmodified Opinion on the Annual Audited Financial Results of the Company (Standalone and Consolidated) for the Financial year ended March 31, 2021.
An extract of the aforesaid results would be published in the newspapers in accordance with the Listing Regulations.
We enclose the following:-
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Audited Financial Results (Standalone and Consolidated) for quarter and year ended March 31, 2021;
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Auditors Report on the Standalone and Consolidated Financial Results for the year ended March 31, 2021;
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Press-release on the Audited Financial Results for the year ended March 31, 2021;
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The details required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 of Mr. P R Ramesh (DIN 01915274), Independent Director, M/s Sharp & Tannan, Statutory Auditors & M/s M/s. Parikh & Associates, Secretarial Auditors; and
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Code of Practices and Procedures for Fair Disclosure of UPSI
This is for your information and you are requested to bring this to the notice of your constituents.
Thanking You,
For Crompton Greaves Consumer Electricals Limited
Digitally signed by PRAGYA SAHAL DN: c=IN, o=Personal, title=8504, PRAGYA pseudonym=4e9eef76d3c3f25bec8066a8035f30130f102c5e07fc41eb7b7a9dabee266 76f, postalCode=400074, st=Maharashtra, serialNumber=84c3cda8c48ae17c551bd8b 9ee5a8312ce8ac0972726393186cb59193af Pragya Kaul Company Secretary & Compliance Officer SAHAL 2751f, cn=PRAGYA SAHAL Date: 2021.05.21 18:15:02 +05'30' Membership Number: A17167
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
Appointment of Mr. P R Ramesh as an Independent, Non-Executive Director on the Board of Crompton Greaves Consumer Electrical Limited
Board of Crompton Greaves |
Consumer Electrical Limited |
|---|---|
| Name of the Director | Mr. P R Ramesh |
| Reason for change viz. appointment, resignation, removal, death or otherwise |
Appointment as Additional, Non-Executive, Independent Director |
| Date of appointment/ cessation(as applicable) |
May 21, 2021 |
| Term of Appointment | 5 years effective from May 21, 2021 subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. |
| Brief Profile | Mr. P R Ramesh graduated in Commerce from Osmania University, Hyderabad and is a Fellow Member of the Institute of Chartered Accountants of India (‘ICAI’). He retired as Director of Deloitte & Touche Assurance & Enterprise Risk Services India Private Limited on 31st March 2020. He has also served as a member of Deloitte Global Board and Deloitte Asia Pacific Board and has over 40 years of experience and served clients in manufacturing, banking and financial services, technology, media, telecommunications, energy and resources and consumer business sectors throughout his professional career. Mr. P R Ramesh is also a regular speaker at various programmes and workshops conducted by ICAI, the Institute of Internal Auditors, RBI, CII, SEBI on the matters of professional interest. He is on the Board of Nestle India Limited, NSE Investments Limited and The Clearing Corporation of India Limited. He is a Partner at Deloitte Haskins & Sells LLP. He has been associated with various committees of Regulatory bodies such as SEBI, RBI, IRDA etc and has been associated with various industry bodies and was also a past president of Bombay Chamber of Commerce & Industry. |
| Disclosure of relationship between Directors |
Mr. P R Ramesh is not related to any director of the Company. |
Appointment of M/s Sharp & Tannan, Chartered Accountant as the Statutory Auditors of the Company
| Appointment of M/s Sharp of the Company |
& Tannan, Chartered Accountant as the Statutory Audito |
|---|---|
| Event | Re-appointment |
| Name of the Firm | M/s Sharp& Tannan,Chartered Accountant |
| Firm Registration No. | 109982W |
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Crompton Greaves Consumer Electricals Limited Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
| Date of Appointment / Cessation (as applicable) |
At Ensuing Annual General Meeting of the Company. |
|---|---|
| Term of Appointment | Re-appointed for a period of 4 years commencing from conclusion of 7thAGM until the conclusion of 11thAGM, subject to approval of the Members of the Company at the ensuing Annual General Meeting of the Company. |
| Brief Profile | Sharp & Tannan is acting as a Trusted Advisor and serving nation since 1934 with over 85 years of extensive experience in assurance, advisory, audit and other services. The Firm has 18 Partners (and 8 equivalents), about 80 qualified people and a total strength of over 350 people. Sharp & Tannan has its head office at Mumbai with its offices at Pune, Goa, Bengaluru, Chennai, Vadodara, Ahmedabad and New Delhi. The Firm has experience in auditing varied clients (over 45 listed companies - past and present) from various sectors, like, infrastructure, transport and logistics, industrial and consumer markets, power, technology services, banking and finance, real estate, media and entertainment and hospitality. |
Appointment of M/s. Parikh & Associates, Secretarial Auditors of the Company for the financial year 2021-22
financial year 2021-22 |
|
|---|---|
| Event | Appointment of Secretarial Auditor |
| Name of the Firm | M/s. Parikh & Associates |
| ICSI Peer Review & Quality Review |
Yes |
| Date of Appointment | May21,2021 |
| Term of Appointment | Secretarial Auditors for the FY 2021-22 |
| Brief Profile | Parikh & Associates is a reputed firm of Practising Company Secretaries founded in 1987. The firm provides professional services in the field of Corporate Laws, SEBI Regulations, FEMA Regulations, Secretarial matters including carrying out Secretarial Audits, Due Diligence Audits and Compliance Audits. Their team consists of 35 members with 10 partners, 11 qualified professionals and 14 other associates. The Firm has experience in serving various clients (around 80 companies) from different sectors. |
SHARP & TANNAN Chartered Accountants
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Firm’s Registration No. 109982W
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors of Crompton Greaves Consumer Electricals Limited
Report on the Audit of the Standalone Financial Results
Opinion
We have audited the accompanying Standalone Quarterly Financial Results of Crompton Greaves Consumer Electricals Limited (the ‘Company’) for the quarter ended 31st March, 2021 and the year-to-date results for the period from 1st April, 2020 to 31st March, 2021, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the ‘Listing Regulations’).
In our opinion and to the best of our information and according to the explanations given to us, these annual financial results:
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i. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
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ii. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the standalone net profit and other comprehensive income and other financial information for the quarter ended 31st March, 2021 as well as the year-to-date results for the period from 1st April, 2020 to 31st March, 2021.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 (the ‘Act’). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial results under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Management’s Responsibilities for the Standalone Financial Results
These quarterly financial results as well as the year-to-date standalone financial results have been prepared on the basis of the interim financial statements. The Company’s Board of Directors are responsible for the preparation of these standalone financial results that give a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (Ind AS) 34, Interim Financial Reporting prescribed under Section 133 of the Act read
Ravindra Annexe, 194, Churchgate Reclamation, Dinshaw Vachha Road, Mumbai - 400 020, India. Tel. (22) 2204 7722/23, 2286 9900 Fax (22) 2286 9949 E-mail : [email protected] Shreedhar T. Kunte Ramnath D. Kare Edwin P. Augustine Raghunath P. Acharya Firdosh D. Buchia Tirtharaj A. Khot Pavan K. Aggarwal
Also at Pune. Associate Offices: New Delhi, Chennai, Bangalore, Baroda, Goa & Ahmedabad
SHARP & TANNAN
SHEET NO:: _____
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with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial results, the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Results
Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors;
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Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial results or, if such disclosures are inadequate, to modify our opinion.
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SHARP & TANNAN
SHEET NO:: _____
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Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and
- Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the standalone financial results represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Other Matter
The annual standalone financial results include the results for the quarter ended 31st March, 2021 being the balancing figure between audited figures in respect of the full financial year and the published unaudited figures up to the third quarter of the current financial year which were subject to limited review by us.
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Mumbai, 21st May, 2021
SHARP & TANNAN Firm Registration No.109982W by the hand of Partner Membership No. 043385 UDIN: 21043385AAAADO6742
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor,
East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021
| (₹ crore) | (₹ crore) | (₹ crore) | (₹ crore) | (₹ crore) | ||
|---|---|---|---|---|---|---|
| Sr. No. |
Particulars | Quarter Ended | Year Ended | |||
| 31.03.2021 | 31.12.2020 | 31.03.2020 | 31.03.2021 | 31.03.2020 | ||
| Audited (refer note 9) |
Unaudited | Audited (refer note 9) |
Audited | Audited | ||
| 1 | Income (a) Revenue from operations (b) Other income |
1,515.26 20.34 |
1,323.13 19.87 |
1,018.05 11.92 |
4,749.95 75.63 |
4,511.97 58.87 |
| Total income | 1,535.60 | 1,343.00 | 1,029.97 | 4,825.58 | 4,570.84 | |
| 2 | Expenses (a) Cost of materials consumed (b) Purchases of stock-in-trade (c) Changes in inventories of finished goods, stock-in-trade and work-in-progress (d) Employee benefits expense (e) Finance costs (f) Depreciation and amortisation expense (g) Other expenses |
355.28 817.53 (123.44) 92.00 10.44 7.16 149.06 |
303.19 653.46 (61.02) 92.93 10.56 6.88 139.39 |
270.45 520.62 (94.99) 70.61 8.25 8.20 112.93 |
985.44 2,283.20 (38.20) 336.58 42.91 29.69 478.24 |
979.46 2,211.85 (126.29) 310.95 40.67 26.79 539.14 |
| Total expenses | 1,308.03 | 1,145.39 | 896.07 | 4,117.86 | 3,982.57 | |
| 3 | Profit before tax (1-2) | 227.57 | 197.61 | 133.90 | 707.72 | 588.27 |
| 4 | Tax expense | |||||
| a) Current tax (Refer note 3) | (16.91) | 52.79 | 31.73 | 111.36 | 83.81 | |
| b)Deferred tax | (2.04) | (2.61) | 2.36 | (8.38) | 9.76 | |
| 5 | Profit for the period/year (3-4) | 246.52 | 147.43 | 99.81 | 604.74 | 494.70 |
| 6 | Other comprehensive income/ (loss) | |||||
| (i) Items that will not be reclassified to profit or loss - Remeasurements gain/ (loss) ondefined benefit plans |
5.09 | (0.72) | (3.48) | 2.93 | (2.88) | |
| (ii) Income tax relating to items that will not be reclassified to profit or loss |
(1.28) | 0.18 | 0.88 | (0.74) | 0.73 | |
| Other comprehensive income /(loss) | 3.81 | (0.54) | (2.60) | 2.19 | (2.15) | |
| 7 | Total comprehensive income (5+6) | 250.33 | 146.89 | 97.21 | 606.93 | 492.55 |
| 8 | Paid-upEquityshare capital of ₹ 2 each | 125.54 | 125.48 | 125.46 | 125.54 | 125.46 |
| 9 | Other Equity | 1,793.45 | 1,342.34 | |||
| 10 | NetWorth | 1,918.99 | 1,467.80 | |||
| 11 | Paid-upDebt Capital/ OutstandingDebt | 478.79 | 349.72 | |||
| 12 | DebtEquityRatio | 0.25 | 0.24 | |||
| 13 | Earnings Per Share (of ₹ 2 each) (Not annualised)* (a) Basic (in ₹) (b)Diluted(in ₹) |
3.93 3.90 |
2.35 2.33 |
1.59 1.58 |
9.64 9.56 |
7.89 7.83 |
| 14 | Debt Service CoverageRatio | 3.18 | 1.65 | |||
| 15 | Interest Service CoverageRatio | 18.19 | 16.12 |
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Digitally signed by SHANTANU MAHARAJ KHOSLA SHANTANU DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6e3 2ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de1483 ff2bec1351996a22c34b09f61f9, postalCode=400030, MAHARAJ st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371e1 5520a64e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA KHOSLA Date: 2021.05.21 17:48:53 +05'30'
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
STANDALONE SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021
| (₹ crore) | (₹ crore) | (₹ crore) | (₹ crore) | (₹ crore) | ||
|---|---|---|---|---|---|---|
| Sr. |
Particulars | Quarter Ended | Year Ended | |||
| No. | 31.03.2021 | 31.12.2020 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Audited (refer note 9) |
Unaudited | Audited (refer note 9) |
Audited | Audited | ||
| **1 ** | Segment Revenue a) Electric Consumer Durables |
1,193.00 322.26 1,515.26 - |
1,035.91 287.22 1,323.13 - |
741.09 276.96 1,018.05 - |
3,757.13 992.82 4,749.95 - |
3,389.04 1,122.93 4,511.97 - |
| b) Lighting Products | ||||||
| Total Less: Inter-SegmentRevenue |
||||||
| Total Income from operations | 1,515.26 | 1,323.13 | 1,018.05 | 4,749.95 | 4,511.97 | |
| **2 ** | Segment Results : (Profit before tax and finance costs from each segment) a) Electric Consumer Durables b) Lighting Products Total Less: (i) Finance costs (ii) Other un-allocable expenditure net of un-allocatedincome |
216.32 49.63 265.95 10.44 27.94 |
204.62 33.42 238.04 10.56 29.87 |
148.20 19.27 167.47 8.25 25.32 |
739.22 116.14 855.36 42.91 104.73 |
673.10 68.00 741.10 40.67 112.16 |
| Profit from ordinary activities before tax | 227.57 | 197.61 | 133.90 | 707.72 | 588.27 | |
| **3 ** | Segment Assets a) Electric Consumer Durables b) Lighting Products c) Unallocable |
912.83 386.80 2,264.23 |
619.92 388.67 2,195.82 |
721.88 478.23 1,543.93 |
912.83 386.80 2,264.23 |
721.88 478.23 1,543.93 |
| Total Segment Assets | 3,563.86 | 3,204.41 | 2,744.04 | 3,563.86 | 2,744.04 | |
| **4 ** | Segment Liabilities a) Electric Consumer Durables b) Lighting Products c) Unallocable |
689.63 373.91 581.33 |
596.62 344.88 607.93 |
479.17 384.08 412.99 |
689.63 373.91 581.33 |
479.17 384.08 412.99 |
| Total Segment Liabilities | 1,644.87 | 1,549.43 | 1,276.24 | 1,644.87 | 1,276.24 |
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Digitally signed by SHANTANU MAHARAJ KHOSLA SHANTANU DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126e ce6e32ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2 MAHARAJ de1483ff2bec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e 2371e15520a64e779957d7d083cc3ba795784b KHOSLA , cn=SHANTANU MAHARAJ KHOSLA Date: 2021.05.21 17:50:01 +05'30'
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
STANDALONE STATEMENT OF ASSETS AND LIABILITIES
| (₹ crore) As at 31.03.2021 As at 31.03.2020 Audited Audited 132.76 125.06 10.86 19.90 779.41 779.41 2.82 4.50 14.20 14.20 6.15 7.82 58.26 50.62 20.09 22.79 1,024.55 1,024.30 517.77 463.61 761.07 539.58 482.74 458.71 252.99 22.97 341.53 24.09 13.16 13.72 20.05 78.82 150.00 118.24 2,539.31 1,719.74 3,563.86 2,744.04 125.54 125.46 1,793.45 1,342.34 1,918.99 1,467.80 298.79 179.72 21.44 19.11 320.23 198.83 35.59 3.30 799.71 633.93 234.75 217.14 55.35 58.27 199.24 164.77 1,324.64 1,077.41 3,563.86 2,744.04 SHANTANU MAHARAJ KHOSLA Digitally signed by SHANTANU MAHARAJ KHOSLA DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6e3 2ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de1483 ff2bec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371e1 5520a64e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA Date: 2021.05.21 17:50:42 +05'30' |
(₹ crore) As at 31.03.2021 As at 31.03.2020 Audited Audited 132.76 125.06 10.86 19.90 779.41 779.41 2.82 4.50 14.20 14.20 6.15 7.82 58.26 50.62 20.09 22.79 1,024.55 1,024.30 517.77 463.61 761.07 539.58 482.74 458.71 252.99 22.97 341.53 24.09 13.16 13.72 20.05 78.82 150.00 118.24 2,539.31 1,719.74 3,563.86 2,744.04 125.54 125.46 1,793.45 1,342.34 1,918.99 1,467.80 298.79 179.72 21.44 19.11 320.23 198.83 35.59 3.30 799.71 633.93 234.75 217.14 55.35 58.27 199.24 164.77 1,324.64 1,077.41 3,563.86 2,744.04 SHANTANU MAHARAJ KHOSLA Digitally signed by SHANTANU MAHARAJ KHOSLA DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6e3 2ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de1483 ff2bec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371e1 5520a64e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA Date: 2021.05.21 17:50:42 +05'30' |
||
|---|---|---|---|
| Particulars | As at 31.03.2021 |
As at 31.03.2020 |
|
| Audited | Audited | ||
| A 1 2 B 1 2 |
ASSETS Non-current Assets: (a) Property, plant and equipment (b) Capital work-in-progress (c) Goodwill (d) Other intangible assets (e) Financial assets (i) Investments (ii) Others (f) Deferred tax assets (net) (g) Other non-current assets Sub-total - Non-current Assets Current Assets (a) Inventories (b) Financial assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than (iii) above (v) Others (c) Current tax asset (net) (d) Other current assets Sub-total - Current Assets |
132.76 10.86 779.41 2.82 14.20 6.15 58.26 20.09 |
125.06 19.90 779.41 4.50 14.20 7.82 50.62 22.79 |
| 1,024.55 | 1,024.30 | ||
| 517.77 761.07 482.74 252.99 341.53 13.16 20.05 150.00 |
463.61 539.58 458.71 22.97 24.09 13.72 78.82 118.24 |
||
| 2,539.31 | 1,719.74 | ||
| Total - Assets | 3,563.86 | 2,744.04 | |
| EQUITY AND LIABILITIES Equity (a) Equity Share capital (b) Other equity Sub-total - Equity Liabilities Non-current Liabilities: (a) Financial liabilities (i) Borrowings (b) Provisions Sub-total - Non-current Liabilities Current Liabilities (a) Financial liabilities (i) Trade payables (a) Due to micro and small enterprises (b) Due to creditors other than micro and small enterprises (ii) Other financial liabilities (b) Other current liabilities (c) Provisions Sub-total - Current Liabilities |
125.54 1,793.45 |
125.46 1,342.34 |
|
| 1,918.99 | 1,467.80 | ||
| 298.79 21.44 |
179.72 19.11 |
||
| 320.23 | 198.83 | ||
| 35.59 799.71 234.75 55.35 199.24 |
3.30 633.93 217.14 58.27 164.77 |
||
| 1,324.64 | 1,077.41 | ||
| Total - Equity and Liabilities | 3,563.86 | 2,744.04 | |
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH, 2021
| (₹ crore) | (₹ crore) | ||
|---|---|---|---|
| Particulars | 2020-21 | 2019-20 | |
| Audited | Audited | ||
| **[A] ** | CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Depreciation and amortisation expense Interest expense Loss on sale of property, plant and equipment Provision for expenses on Employee stock options Net (gain) / loss on sale/ fair valuation of investments Interest income Unrealised exchange (gain) / loss (net) Cash Generated from operations before working capital changes Adjustments for (Increase) / Decrease in trade and other receivables (Increase) / Decrease in inventories Increase / (Decrease) in trade and other payables Increase / (Decrease) in provisions Cash generated from operations Taxes paid (net of refunds) Net cash(used in) /generated from operating activities [A] |
707.72 | 588.27 |
| 29.69 42.91 0.16 25.17 (43.48) (31.15) (3.21) |
26.79 40.67 0.15 22.83 (33.37) (23.38) 3.84 |
||
| 20.09 | 37.53 | ||
| 727.81 | 625.80 | ||
| (49.14) (54.16) 203.28 39.72 |
77.56 (111.23) (38.42) 11.90 |
||
| 139.70 | (60.19) | ||
| 867.51 (52.59) |
565.61 (144.54) |
||
| 814.92 | 421.07 | ||
| **[B] ** | CASH FLOWS FROM INVESTING ACTIVITIES Add: Inflows from investing activities Interest received Sale of property, plant and equipment Less: Outflows from investing activities Purchase / (Sale) of current investments (net) Purchase of property, plant and equipment and intangible assets Net Cash(used in) /generated from investing activities [B] Increase / (Decrease) in other bank balances and term deposits |
26.50 0.41 |
20.85 1.13 |
| 26.91 | 21.98 | ||
| 178.02 317.44 20.18 |
(23.78) (1.97) 49.40 |
||
| 515.64 | 23.65 | ||
| (488.73) | (1.67) | ||
| **[C] ** | CASH FLOWS FROM FINANCING ACTIVITIES Add: Inflows from financing activities Proceeds from issue of equity shares Proceeds from issue of debentures Less: Outflows from financing activities Payment of dividend including dividend distribution tax Repayment of debentures Repayment of lease liability Interest paid Net Cash(used in) /generated from financing activities [C] |
7.27 300.00 |
5.15 - |
| 307.27 | 5.15 | ||
| 187.39 170.00 11.90 34.15 |
150.55 300.00 8.79 58.58 |
||
| 403.44 | 517.92 | ||
| (96.17) | (512.77) | ||
| Net increase /(decrease) in cash and cash equivalents(A+B+C) | 230.02 | (93.37) | |
| ( a ) Cash and cash equivalents at beginning of the year ( b ) Cash and cash equivalents at end of the year ( c ) Net increase/ (decrease) incash and cash equivalents(c =b-a) |
22.97 252.99 230.02 |
116.34 22.97 (93.37) |
|
| SHANTANU MAHARAJ KHOSLA Digitally signed by SHANTA DN: c=IN, o=Personal, pseudonym=5923da820485 e32ef74faee5672a4299f76b 2.5.4.20=f379a523494dbb1 83ff2bec1351996a22c34b09 postalCode=400030, st=MA serialNumber=c74ddf8b3c9 e15520a64e779957d7d083c cn=SHANTANU MAHARAJ K Date: 2021.05.21 17:51:19 + |
Digitally signed by SHANTANU MAHARAJ KHOSLA DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6 e32ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de14 83ff2bec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371 e15520a64e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA
Date: 2021.05.21 17:51:19 +05'30'
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
Notes on Standalone financial results:
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1) The above standalone financial results have been reviewed by the Audit Committee and approved by the Board of Directors on 21[st] May, 2021. Audit under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been carried out by the statutory auditors. Auditor’s report does not contain any observation which would have an impact on the above results.
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2) The listed secured Non-Convertible Debentures of the Company aggregating to Rs. 480 crore as on 31[st] March, 2021 are secured by charge on Company’s certain properties and charge on 'Crompton' Brand and Registered Trade Marks. The asset cover as on 31[st] March, 2021 exceeds hundred percent of the principal amount.
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3) Based on assessment orders received, the Company has written-back an amount of Rs. 76.68 crore in respect of earlier years and the same is netted-off from current tax expense for the quarter and year ended 31st March, 2021.
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4) During the quarter, 3,02,427 Equity shares of face value Rs. 2 each were allotted upon exercise of the vested options under Employee Stock Option Scheme.
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5) COVID-19 has caused disruptions to businesses across India. The management has considered subsequent events, internal and external information in finalising various financial estimates as at the date of approval of these financial results and have not identified any material impact on the carrying value of assets, liabilities or provisions. The management will continue to closely monitor any changes to future economic conditions and assess its impact on the operations.
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6) The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.
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7) The Board of Directors have recommended payment of final dividend of Rs 2.50 (Rupees two and Paisa fifty only) per equity share of the face value of Rs 2 each for the financial year ended 31st March, 2021. An interim dividend of Rs 3 (Rupees three only) per equity share of the face value of Rs 2 each was declared at the Board Meeting held on 22nd October, 2020 and the same was paid on 13th November, 2020. The total dividend for the year including the final dividend will be Rs 5.50 (Rupees five and Paisa fifty only) per equity share of the face value of Rs 2 each.
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Digitally signed by SHANTANU MAHARAJ KHOSLA SHANTANU DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126 ece6e32ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2 MAHARAJ de1483ff2bec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e 2371e15520a64e779957d7d083cc3ba795784 KHOSLA b, cn=SHANTANU MAHARAJ KHOSLA Date: 2021.05.21 17:52:00 +05'30'
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
8) Note on NCDs Disclosure:
Disclosure as per Regulation 52(4) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015:
| Sr. | Particulars | Disclosures |
|---|---|---|
| No. | ||
| 1 | Debt-EquityRatio (intimes) | 0.25 |
| 2 | Previous due dateforthe payment of interestfor NCDs | 24thJune,2020 |
| 3 | Previous due dateforthe payment ofprincipalof NCDs | 24thJune,2020 |
| 4 | Next due dateforthe payment of interestfor NCDs | 24thJune,2021 |
| 5 | Next due dateforthe payment ofprincipalof NCDs | 24thJune,2021 |
| 6 | Debt Service CoverageRatio (intimes) | 3.18 |
| 7 | Interest Service CoverageRatio (intimes) | 18.19 |
| 8 | DebentureRedemption Reserve | 75.00 |
| 9 | Net Worth(₹ Crore) | 1,918.99 |
| 10 | Netprofit after tax(₹ Crore) | 604.74 |
| 11 | Earnings Per Share(Basic) (₹) | 9.64 |
Notes :-
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a) The credit rating issued by CRISIL for the NCDs (issued by the Company) is 'AA+' :
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b) The Company maintained 100% security cover for the NCDs issued.
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c) Debt Service Coverage Ratio (DSCR) is ratio of profit after tax plus interest expense plus depreciation to interest expense plus principal repayment during the financial year.
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d) Interest Service Coverage Ratio (ISCR) is the ratio of earnings before interest, tax and depreciation to interest expense.
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9) The figures of the last quarter are the balancing figures between the audited figures in respect of the full financial year and year-to-date figures up to the third quarter of the financial year which were subjected to Limited Review.
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10) Figures of the previous periods/ year have been regrouped, wherever necessary.
For Crompton Greaves Consumer Electricals Limited
Place: Mumbai Date: 21[st] May, 2021
Digitally signed by SHANTANU MAHARAJ KHOSLA SHANTANU DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6e32ef74 faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de1483ff2b MAHARAJ ec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371e15520 a64e779957d7d083cc3ba795784b, cn=SHANTANU KHOSLA MAHARAJ KHOSLA Date: 2021.05.21 17:52:51 +05'30' Shantanu Khosla Managing Director DIN:00059877
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SHARP & TANNAN Chartered Accountants
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Firm’s Registration No. 109982W
INDEPENDENT AUDITOR’S REPORT
‘Holding Company’)
Report on the Audit of Consolidated Financial Results
Opinion
We have audited the accompanying Consolidated Annual Financial Results of Crompton Greaves Consumer Electricals Limited (hereinafter referred to as the ‘Holding Company’) and its subsidiaries (the Holding Company and its subsidiaries together referred to as the ‘Group’) for the year ended 31st March, 2021, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the ‘Listing Regulations’).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of our reports on separate audited financial statements of the subsidiaries, the aforesaid consolidated financial results:
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i. Include the annual financial results of two subsidiaries, namely: (a) Pinnacles Lighting Project Private Limited – Wholly-owned subsidiary; and
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(b) Nexustar Lighting Project Private Limited – Wholly-owned subsidiary;
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ii. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
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iii. give a true and fair view in conformity with the applicable accounting standards, and other accounting principles generally accepted in India, of the consolidated net profit and other comprehensive income and other financial information of the Group for the year ended 31st March, 2021.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 (the ‘Act’). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion.
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Ravindra Annexe, 194, Churchgate Reclamation, Dinshaw Vachha Road, Mumbai - 400 020, India. Tel. (22) 2204 7722/23, 2286 9900 Fax (22) 2286 9949 E-mail : [email protected] Shreedhar T. Kunte Ramnath D. Kare Edwin P. Augustine Raghunath P. Acharya Firdosh D. Buchia Tirtharaj A. Khot Pavan K. Aggarwal Also at Pune. Associate Offices: New Delhi, Chennai, Bangalore, Baroda, Goa & Ahmedabad
SHARP & TANNAN
SHEET NO:: _____
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Board of Directors’ Responsibilities for the Consolidated Financial Results
These consolidated financial results have been prepared on the basis of the consolidated annual financial statements. The Holding Company’s Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the net profit and other comprehensive income and other financial information of the Group in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial results by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial results, the respective Board of Directors of the Companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of companies included in the Group are responsible for overseeing the financial reporting process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
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SHARP & TANNAN
SHEET NO:: _____
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors;
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Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern;
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Evaluate the overall presentation, structure and content of the consolidated financial results, including the disclosures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial results. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
We also perform the procedures in accordance with the Circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.
Other Matter
The annual consolidated financial results include the results for the quarter ended 31st March, 2021 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited figures up to the third quarter of the current financial year which were subject to limited review by us.
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Mumbai, 21st May, 2021
SHARP & TANNAN Chartered Accountants Firm Registration No.109982W by the hand of Partner Membership No. 043385 UDIN: 21043385AAAADP9435
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Crompton Greaves Consumer Electricals Limited Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
| (₹ crore) STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021 |
(₹ crore) STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021 |
(₹ crore) STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021 |
(₹ crore) STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021 |
(₹ crore) STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021 |
(₹ crore) STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021 |
||
|---|---|---|---|---|---|---|---|
| Sr. No. |
Particulars | Quarter Ended | Year Ended | ||||
| 31.03.2021 | 31.12.2020 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |||
| Audited (refer note10) |
Unaudited | Audited (refer note10) |
Audited | Audited | |||
| 1 | Income (a) Revenue from operations (b) Other income |
1,522.05 20.60 |
1,348.17 19.89 |
1,026.34 11.96 |
4,803.51 75.75 |
4,520.26 59.05 |
|
| Total income | 1,542.65 | 1,368.06 | 1,038.30 | 4,879.26 | 4,579.31 | ||
| 2 | Expenses (a) Cost of materials consumed (b) Purchases of stock-in-trade (c) Changes in inventories of finished goods, stock-in-trade and work-in-progress (d) Employee benefits expense (e) Finance costs (f) Depreciation and amortisation expense (g) Otherexpenses |
356.15 820.70 (124.31) 92.00 10.44 7.16 149.53 |
303.19 673.44 (61.02) 92.93 10.56 6.88 139.58 |
270.45 525.93 (94.99) 70.61 8.25 8.20 113.13 |
986.31 2,320.00 (39.07) 336.58 42.91 29.69 479.21 |
979.46 2,217.16 (126.29) 310.95 40.67 26.79 539.88 |
|
| Total expenses | 1,311.67 | 1,165.56 | 901.58 | 4,155.63 | 3,988.62 | ||
| 3 | Profit before tax (1-2) | 230.98 | 202.50 | 136.72 | 723.63 | 590.69 | |
| 4 | Tax expense | ||||||
| a) Current tax (refer note 4) | (15.81) | 54.02 | 31.92 | 115.61 | 84.00 | ||
| b)Deferred tax | (2.29) | (2.61) | 2.70 | (8.63) | 10.30 | ||
| 5 | Profit for the period/year (3-4) | 249.08 | 151.09 | 102.10 | 616.65 | 496.39 | |
| 6 | Other comprehensive income /(loss) | ||||||
| (i) Items that will not be reclassified to profit or loss - Remeasurements gain/ (loss) ondefined benefit plans |
5.09 | (0.72) | (3.48) | 2.93 | (2.88) | ||
| (ii) Income tax relating to items that will not be reclassified to profit or loss |
(1.28) | 0.18 | 0.88 | (0.74) | 0.73 | ||
| Other comprehensive income /(loss) | 3.81 | (0.54) | (2.60) | 2.19 | (2.15) | ||
| 7 | Total comprehensive income (5+6) | 252.89 | 150.55 | 99.50 | 618.84 | 494.24 | |
| 8 | Paid-upEquityshare capital of ₹ 2 each | 125.54 | 125.48 | 125.46 | 125.54 | 125.46 | |
| 9 | Other Equity | 1,805.89 | 1,342.88 | ||||
| 10 | NetWorth | 1,931.43 | 1,468.34 | ||||
| 11 | Paid-upDebt Capital/ OutstandingDebt | 478.79 | 349.72 | ||||
| 12 | DebtEquityRatio | 0.25 | 0.24 | ||||
| 13 | Earnings Per Share (of ₹ 2 each) (Not annualised)* (a) Basic (in ₹) (b)Diluted(in ₹) |
3.97 3.94 |
2.41 2.39 |
1.63 1.62 |
9.83 9.75 |
7.92 7.85 |
|
| 14 | Debt Service CoverageRatio | 3.24 | 1.66 | ||||
| 15 | Interest Service CoverageRatio | 18.56 | 16.18 |
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SHANTANU MAHARAJ KHOSLA
Digitally signed by SHANTANU MAHARAJ KHOSLA DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6 e32ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de14 83ff2bec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371 e15520a64e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA Date: 2021.05.21 17:43:12 +05'30'
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
CONSOLIDATED SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021
| (₹ crore) | (₹ crore) | (₹ crore) | (₹ crore) | (₹ crore) | ||
|---|---|---|---|---|---|---|
| Sr. |
Particulars | Quarter Ended | Year Ended | |||
| No. | 31.03.2021 | 31.12.2020 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Audited (refer note 10) |
Unaudited |
Audited (refer note 10) |
Audited | Audited | ||
| **1 ** | Segment Revenue a) Electric Consumer Durables |
1,193.00 329.05 1,522.05 - |
1,035.91 312.26 1,348.17 - |
741.09 285.25 1,026.34 - |
3,757.13 1,046.38 4,803.51 - |
3,389.04 1,131.22 4,520.26 - |
| b) Lighting Products | ||||||
| Total Less: Inter-Segment Revenue |
||||||
| Total Income from operations | 1,522.05 | 1,348.17 | 1,026.34 | 4,803.51 | 4,520.26 | |
| **2 ** | Segment Results : (Profit before tax and finance costs from each segment) a) Electric Consumer Durables b) Lighting Products Total Less: (i) Finance costs (ii) Other un-allocable expenditure net of un-allocated income |
216.32 52.88 269.20 10.44 27.78 |
204.62 38.30 242.92 10.56 29.86 |
148.20 21.86 170.06 8.25 25.09 |
739.22 131.73 870.95 42.91 104.41 |
673.10 70.59 743.69 40.67 112.33 |
| Profit from ordinary activities before tax | 230.98 | 202.50 | 136.72 | 723.63 | 590.69 | |
| **3 ** | Segment Assets a) Electric Consumer Durables b) Lighting Products c)Unallocable |
912.83 439.56 2,264.91 |
619.92 458.77 2,181.89 |
721.88 501.12 1,528.82 |
912.83 439.56 2,264.91 |
721.88 501.12 1,528.82 |
| Total Segment Assets | 3,617.30 | 3,260.58 | 2,751.82 | 3,617.30 | 2,751.82 | |
| **4 ** | Segment Liabilities a) Electric Consumer Durables b) Lighting Products c)Unallocable |
689.63 414.21 582.03 |
596.62 390.32 608.80 |
479.17 391.48 412.83 |
689.63 414.21 582.03 |
479.17 391.48 412.83 |
| Total Segment Liabilities | 1,685.87 | 1,595.74 | 1,283.48 | 1,685.87 | 1,283.48 |
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Digitally signed by SHANTANU MAHARAJ KHOSLA SHANTANU DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6e3 2ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de148 3ff2bec1351996a22c34b09f61f9, MAHARAJ postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371e1 5520a64e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA KHOSLA Date: 2021.05.21 17:44:02 +05'30'
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
| (₹ crore) | (₹ crore) | ||
|---|---|---|---|
| Particulars | As at 31.03.2021 |
As at 31.03.2020 |
|
| Audited | Audited | ||
| A 1 2 B 1 2 |
ASSETS Non-current Assets: (a) Property, plant and equipment (b) Capital work-in-progress (c) Goodwill (d) Other intangible assets (e) Financial assets (i) Others (f) Deferred tax assets (net) (g) Other non-current assets Sub-total - Non-current Assets Current Assets (a) Inventories (b) Financial assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than (iii) above (v) Others (c) Current tax asset (net) (d) Other current assets Sub-total - Current Assets |
132.76 10.86 779.41 2.82 6.15 58.55 20.09 |
125.06 19.90 779.41 4.50 7.82 50.67 22.79 |
| 1,010.64 | 1,010.15 | ||
| 518.64 769.73 491.18 262.42 341.53 13.15 20.72 189.29 |
463.61 540.82 463.46 24.03 24.09 12.77 78.84 134.05 |
||
| 2,606.66 | 1,741.67 | ||
| Total - Assets | 3,617.30 | 2,751.82 | |
| EQUITY AND LIABILITIES Equity (a) Equity Share capital (b) Other equity Sub-total - Equity Liabilities Non-current Liabilities: (a) Financial liabilities (i) Borrowings (b) Provisions Sub-total - Non-current Liabilities Current Liabilities (a) Financial liabilities (i) Trade payables (a) Due to micro and small enterprises (b) Due to creditors other than micro and small enterprises (ii) Other financial liabilities (b) Other current liabilities (c) Provisions (d) Current tax liabilities (net) Sub-total - Current Liabilities |
125.54 1,805.89 |
125.46 1,342.88 |
|
| 1,931.43 | 1,468.34 | ||
| 298.79 21.44 |
179.72 19.11 |
||
| 320.23 | 198.83 | ||
| 35.60 829.07 234.75 61.46 204.76 - |
3.30 640.27 217.14 58.31 165.51 0.12 |
||
| 1,365.64 | 1,084.65 | ||
| Total - Equity and Liabilities | 3,617.30 | 2,751.82 |
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SHANTANU Digitally signed by SHANTANU MAHARAJ KHOSLA DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6e32ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de1483ff2bec1 MAHARAJ 351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371e15520a6 KHOSLA 4e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA Date: 2021.05.21 17:44:58 +05'30'
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH, 2021
| (₹ crore) | (₹ crore) | ||
|---|---|---|---|
| Particulars | 2020-21 | 2019-20 | |
| Audited | Audited | ||
| **[A] ** | CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Depreciation and amortisation expense Interest expense Loss on sale of property, plant and equipment Provision for expenses on employee stock options Net (gain) / loss on sale/ fair valuation of investments Interest income Unrealised exchange (gain) / loss (net) Cash Generated from operations before working capital changes Adjustments for (Increase) / Decrease in trade and other receivables (Increase) / Decrease in inventories Increase / (Decrease) in trade and other payables Increase / (Decrease) in provisions Cash generated from operations Taxes paid (net of refunds) Net cashgenerated from /(used in) operating activities [A] |
723.63 | 590.69 |
| 29.69 42.91 0.16 25.17 (43.66) (31.37) (3.21) |
26.79 40.67 0.15 22.83 (33.96) (23.38) 3.84 |
||
| 19.69 | 36.94 | ||
| 743.32 | 627.63 | ||
| (77.24) (55.03) 232.22 44.52 |
59.51 (111.23) (33.00) 12.64 |
||
| 144.47 | (72.08) | ||
| 887.79 (57.50) |
555.55 (144.63) |
||
| 830.29 | 410.92 | ||
| **[B] ** | CASH FLOWS FROM INVESTING ACTIVITIES Add: Inflows from investing activities Interest received Sale of property, plant and equipment Less: Outflows from investing activities Purchase / (sale) of current investments (net) Purchase of property, plant and equipment and intangible assets Net Cash(used in) /generated from investing activities [B] Increase / (Decrease) in other bank balances and term deposits |
26.73 0.41 |
20.85 1.13 |
| 27.14 | 21.98 | ||
| 185.25 317.44 20.18 |
(34.35) (1.97) 49.40 |
||
| 522.87 | 13.08 | ||
| (495.73) | 8.90 | ||
| **[C] ** | CASH FLOWS FROM FINANCING ACTIVITIES Add: Inflows from financing activities Proceeds from issue of equity shares Proceeds from issue of debentures Less: Outflows from financing activities Payment of dividend including dividend distribution tax Repayment of debentures Repayment of lease liability Interest paid Net Cash(used in) /generated from financing activities [C] |
7.27 300.00 |
5.15 - |
| 307.27 | 5.15 | ||
| 187.39 170.00 11.90 34.15 |
150.55 300.00 8.79 58.58 |
||
| 403.44 | 517.92 | ||
| (96.17) | (512.77) | ||
| Net increase /(decrease) in cash and cash equivalents(A+B+C) | 238.39 | (92.95) | |
| ( a ) Cash and cash equivalents at beginning of the year ( b ) Cash and cash equivalents at end of the year ( c ) Net increase /(decrease) incash and cash equivalents(c =b-a) |
24.03 262.42 238.39 |
116.98 24.03 (92.95) |
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SHANTANU MAHARAJ KHOSLA
Digitally signed by SHANTANU MAHARAJ KHOSLA DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6e 32ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de14 83ff2bec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371 e15520a64e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA Date: 2021.05.21 17:45:42 +05'30'
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Crompton Greaves Consumer Electricals Limited
Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
Notes on Consolidated financial results:
-
1) The above consolidated financial results have been reviewed by the Audit Committee and approved by the Board of Directors on 21st May, 2021. Audit under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been carried out by the statutory auditors. Auditor’s report does not contain any observation which would have an impact on the above results.
-
2) The above results comprise the results of Crompton Greaves Consumer Electricals Limited (Parent Company) and two subsidiary companies.
-
3) The listed secured Non-Convertible Debentures of the Parent Company aggregating to Rs. 480 crore as on 31[st] March, 2021 are secured by charge on Parent Company’s certain properties and charge on 'Crompton' Brand and Registered Trade Marks. The asset cover as on 31[st] March, 2021 exceeds one hundred percent of the principal amount.
-
4) Based on assessment orders received, the Parent Company has written-back an amount of Rs. 76.68 crore in respect of earlier years and the same is netted-off from current tax expense for the quarter and year ended 31st March, 2021.
-
5) During the quarter, the Parent Company allotted 3,02,427 Equity Shares of face value Rs. 2 each upon exercise of the vested options under its Employee Stock Option Scheme.
-
6) COVID-19 has caused disruptions to businesses across India. The management has considered subsequent events, internal and external information in finalising various financial estimates as at the date of approval of these financial results and have not identified any material impact on the carrying value of assets, liabilities or provisions. The management will continue to closely monitor any changes to future economic conditions and assess its impact on the operations.
-
7) The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.
-
8) The Board of Directors have recommended payment of final dividend of Rs 2.50 (Rupees two and Paisa fifty only) per equity share of the face value of Rs 2 each for the financial year ended 31st March, 2021. An interim dividend of Rs 3 (Rupees three only) per equity share of the face value of Rs 2 each was declared at the Board Meeting held on 22nd October, 2020 and the same was paid on 13th November, 2020. The total dividend for the year including the final dividend will be Rs 5.50 (Rupees five and Paisa fifty only) per equity share of the face value of Rs 2 each.
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- SHANTANU MAHARAJ KHOSLA
Digitally signed by SHANTANU MAHARAJ KHOSLA DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6e32 ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de1483 ff2bec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371e1 5520a64e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA Date: 2021.05.21 17:46:24 +05'30'
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Crompton Greaves Consumer Electricals Limited Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254
9) Note on NCDs Disclosure:
Disclosure as per Regulation 52(4) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015:
| Sr. | Particulars | Disclosures |
|---|---|---|
| No. | ||
| 1 | Debt-EquityRatio (intimes) | 0.25 |
| 2 | Previous due dateforthe payment of interestfor NCDs | 24thJune,2020 |
| 3 | Previous due dateforthe payment ofprincipalof NCDs | 24thJune,2020 |
| 4 | Next due dateforthe payment of interestfor NCDs | 29th May,2021 |
| 5 | Next due dateforthe payment ofprincipalof NCDs | 24thJune,2021 |
| 6 | Debt Service CoverageRatio (intimes) | 3.24 |
| 7 | Interest Service CoverageRatio (intimes) | 18.56 |
| 8 | DebentureRedemption Reserve | 75.00 |
| 9 | Net Worth(₹ Crore) | 1,931.43 |
| 10 | Netprofit after tax(₹ Crore) | 616.65 |
| 11 | Earnings Per Share(Basic) (₹) | 9.83 |
Notes :-
-
a) The credit rating issued by CRISIL for the NCDs (issued by the Company) is 'AA+' :
-
b) The Company maintained 100% security cover for the NCDs issued.
-
c) Debt Service Coverage Ratio (DSCR) is ratio of profit after tax plus interest expense plus depreciation to interest expense plus principal repayment during the financial year.
-
d) Interest Service Coverage Ratio (ISCR) is the ratio of earnings before interest, tax and depreciation to interest expense.
-
10) The figures of the last quarter are the balancing figures between the audited figures in respect of the full financial year and year-to-date figures upto the third quarter of the financial year which were subjected to Limited Review.
-
11) Figures of the previous periods / year have been regrouped, wherever necessary.
For Crompton Greaves Consumer Electricals Limited
Place: Mumbai Date : 21st May, 2021
SHANTANU MAHARAJ KHOSLA
Digitally signed by SHANTANU MAHARAJ KHOSLA DN: c=IN, o=Personal, pseudonym=5923da820485c868a1c5d78126ece6e32 ef74faee5672a4299f76ba16ac5430b, 2.5.4.20=f379a523494dbb1ab78532ff5694ec2de1483 ff2bec1351996a22c34b09f61f9, postalCode=400030, st=MAHARASHTRA, serialNumber=c74ddf8b3c9398f6504706937e2371e1 5520a64e779957d7d083cc3ba795784b, cn=SHANTANU MAHARAJ KHOSLA Date: 2021.05.21 17:47:14 +05'30'
Shantanu Khosla Managing Director DIN:00059877
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Crompton Greaves Consumer Electricals Limited
Consolidated Results for Quarter and Year Ended March 2021
Q4FY21: Strong Revenue and Profit growth, Revenue at Rs 1,522 Cr., PAT at Rs 249 Cr. Total Dividend for the year at Rs.5.50 per share including interim dividend of Rs.3 per share
Mumbai, May 21, 2021: The Board of Directors, at its meeting held on 21st May 2021, approved the results of the Company for the quarter and year ended 31[st] March 2021. Total Income for the quarter was Rs. 1,522 Cr., registering a growth of 48% over the same period last year. The growth remained strong across all product segments and channels. The fans business continued to grow market share while appliances business registered industry leading growth driven by strong performance in water heaters, air coolers and kitchen appliances.
Profit After Tax for Q4FY21 was at Rs 249 Cr., a growth of 144% over the same period last year. Current year PAT also includes impact of IT Assessment order (incl. interest thereon) for previous years. Like for like PAT growth is at 63.5%.
Commenting on the Quarter results, Company’s Managing Director, Shantanu Khosla said “ECD segment continued its strong performance, registering robust growth across categories and geographies. B2C LED lighting business continued its improving growth trend. Lighting B2B activity continued to be challenged due to slow order pick up from institutional and government entities. Alternate channels viz. E-com, MOR and Rural increased their contribution to the overall business. Despite soaring commodity costs, we have maintained our profitability”.
About Crompton:
Crompton is India’s market leader in fans, No. 1 player in residential pumps and has leading market positions in its other product categories. The Company manufactures and markets a wide spectrum of consumer products, ranging from fans, lamps and luminaries to pumps and household appliances such as water heaters, coolers, mixer grinders and irons. The Company has strong dealer base across the country and wide service network offering robust after sales service to its customers.
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
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CROMPTON GREAVES CONSUMER ELECTRICALS LIMITED
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (“UPSI”)
Page 2 of 8
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Table of Contents
| Table of Contents | ||
|---|---|---|
| S. No. |
Particulars | Page no. |
| 1. | Prelude and Legal Framework | 4 |
| 2. | Definitions | 4 |
| 3. | Objectives | 5 |
| 4. | Guidelines for Fair Disclosure | 6 |
| 5. | Policy on Determination of Legitimate Purpose | 7 |
| 6. | Effective Date | 7 |
| 7. | Website | 8 |
| 8. | Limitation and Amendments | 8 |
Page 3 of 8
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1. Prelude and Legal Framework
The Securities and Exchange Board of India (“SEBI”), in its endeavour to protect the interests of investors in general, had formulated the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“Regulations”) under the powers conferred on it under the SEBI Act, 1992, as amended. These regulations came into force with effect from 15th May, 2015 and subsequently amended through various amendments to the Regulations. Crompton Greaves Consumer Electricals Limited (the “ Company ”) is required to formulate this Code of Practices and Procedures for Fair Disclosures (“ Code ”) pursuant to Regulation 8(1) of the Regulations.
2. Definitions
-
“ CGCEL ” or “ Company ” means Crompton Greaves Consumer Electricals Limited, a Company incorporated under the Companies Act, 2013 (18 of 2013).
-
" Board of Directors " or “Board” in relation to a Company, means the collective body of Directors of the Company (Section 2(10) of the Companies Act, 2013).
-
" The Audit Committee or Committee " means Committee of Board of Directors of the Company constituted under the provisions of Companies Act, 2013, as amended (“ Companies Act ”) and the Securities and Exchange Board of India ( Listing Obligations & Disclosure Requirements) Regulations, as amended (“LODR”).
-
“Code " means this Code, as amended from time to time.
-
“ SEBI ” means Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992).
-
“ LODR ” means Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
-
“ Regulations ” means Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.
-
“Compliance Officer ” means for the purpose of these regulations the Company Secretary of the Company. In absence of the Company Secretary, the Chief Financial Officer of the Company authorized by the Board of Directors of the Company shall discharge the duties of Compliance Officer under the regulations. It is hereby clarified that the Compliance Officer shall be “ financially literate ” in terms of and as defined by the Regulations i.e. a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account and statement of cash flows.
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“Chief Investor Relations Officer” shall means the Compliance Officer of the Company who will act as such for the purpose of this Code.
Page 4 of 8
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“ Unpublished price sensitive information " (“UPSI”) means any information, relating to a Company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following:
-
i. financial results;
-
ii. dividends;
-
iii. change in capital structure;
-
iv. mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions; and
-
v. change in key managerial personnel.
Any other term not specifically defined herein shall have the same meaning as ascribed to it in the Companies Act, LODR, or any other applicable law or regulation, including any amendment or modification thereof, as may be applicable.
-
“Legitimate purpose” means and includes sharing of UPSI in the ordinary course of business by an Insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants of the Company, provided that such sharing of UPSI has not been carried out to evade or circumvent the provisions of the Regulations.
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“Insider” means any person in receipt of unpublished price sensitive information pursuant to a " legitimate purpose " under the Regulations and such persons are also required to ensure the confidentiality of UPSI shared with them, in compliance with the Regulations and in compliance with this Code.
Words and expressions used and not defined in this Code shall have the same meaning assigned to them in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) including Company’s Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act, 2013 and the rules and regulations made thereunder, to the extent relevant in connection with this Code, as the case may be or in any amendment thereto.
3. Objectives
This Code is required for the Company to prevent the misuse and ensure timely and adequate disclosure of UPSI and to maintain the uniformity, transparency and fairness in dealing with all the stakeholders and in ensuring adherence to applicable laws and regulations.
Page 5 of 8
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Further, the Company shall ensure the confidentiality of UPSI and to prevent misuse of such information.
4. Guidelines for Fair Disclosure
The Company, Board, Officers, employees, and Insiders as defined in this Code and in the Regulations, shall adhere to the following guidelines as framed as under the Regulations involving the compliance of Regulations with respect to principles of fair disclosure of UPSI in letter and in spirit –
-
a) Prompt public disclosure of UPSI that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
-
b) Uniform and universal dissemination of UPSI to avoid selective disclosure.
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c) Designation of a senior officer as a chief investor relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information.
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d) Prompt dissemination of UPSI that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
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e) Appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
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f) Ensuring that information shared with analysts and research personnel is not UPSI.
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g) Developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.
-
h) Handling of all UPSI strictly on a need-to-know basis.
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i) Sharing of information with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals, other advisors or consultants, shall be considered as “legitimate purpose” for sharing of unpublished price sensitive information in the ordinary course of business or on need-to-know basis by an insider, provided that such sharing has not been carried out of evade or circumvent the prohibitions of these regulations.
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j) A structured digital database shall be maintained containing the names of such persons or entities as the case may be with whom information is shared under this regulation and the nature of the unpublished price sensitive information along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available. Such databases shall be maintained with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database. Such database shall not be outsourced and shall be maintained internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database.
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k) The structured digital database is to be preserved for a period of not less than eight years after completion of the relevant transactions and in the event of receipt of any information from the Board regarding any investigation or enforcement proceedings, the relevant information in the structured digital database shall be preserved till the completion of such proceedings.
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5. Policy on Determination of Legitimate Purpose
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5.1 Insiders may be required to share Unpublished Price Sensitive Information of the Company in the ordinary course of business for Legitimate Purpose. “Legitimate Purpose” means and includes sharing of Unpublished Price Sensitive Information in the Ordinary Course of Business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants or on a need-to-know basis. Provided that such sharing shall not be carried out to evade or circumvent the prohibitions of the Code or the Regulations.
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5.2 Any person in receipt of Unpublished Price Sensitive Information pursuant to a “Legitimate Purpose” shall be considered an “Insider” for purposes of the Regulations and this Code and due notice shall be given to such persons to maintain confidentiality of such Unpublished Price Sensitive Information. However, non-receipt of such notice while in receipt of any Unpublished Price Sensitive Information shared for Legitimate Purpose would not absolve any person from complying with this Code and any person dealing with Unpublished Price Sensitive Information shall be under an obligation to preserve the same under the relevant regulation(s).
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5.3 While sharing Unpublished Price Sensitive Information with any person for Legitimate Purposes, Insiders shall provide the following details to the Compliance Officer:-
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a. Information shared by – (Name of person, PAN / Other Identifier & Number)
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b. Information shared with – (Name of the recipient person, his/her PAN / Other Identifier & Number)
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c. Recipient Organisation name and its PAN/ Other Identifier & Number
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d. Date of sharing UPSI
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e. Details of UPSI shared
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f. Mode of sharing UPSI
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5.4 All intermediary(ies), fiduciary(ies) shall designate and inform the Compliance Officer about specific person(s) within their respective organisation who would ensure compliance under this Code.
6. Effective Date
This Code was approved by the Board of Directors on February 12, 2016 and was amended on March 27, 2019 and now amended on May 21, 2021 and is effective from May 21, 2021.
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7. Website
As per the provisions of the LODR, this Code shall be disclosed on the website of the Company. Further, the Company shall disclose on its website all such events or information which has been disclosed to the stock exchange(s) under the LODR and such disclosures shall be made available on the website of the Company for a period of eight years and thereafter as per the Documentation Retention and Archival Policy of the Company.
8. Limitation and Amendment
Subject to applicable laws, the Board may in their discretion make any changes/modifications and/or amendments to this Code from time to time.
End of Code
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