Mar 31, 2016
Dear Shareholders,
The Directors are pleased to present the 60th Report of Board of Directors on the business and operations of your Company together with its Audited Financial Statements for the nine months period ended 31st March, 2016.
FINANCIAL PERFORMANCE
The financial performance of your Company for the nine months period ended 31st March, 2016 is summarized below:
(Rs.in Crores)
Particulars |
As at 31st March, 2016 |
As at 30th June, 2015 |
Gross Revenue from operations |
1041.78 |
1332.29 |
Profits before Interest, Tax, Depreciation and Amortization (EBITDA) |
98.06 |
136.43 |
Finance Cost |
49.04 |
64.25 |
Depreciation & Amortization |
9.74 |
12.72 |
Profit before Tax |
39.28 |
59.46 |
Tax Expenses: |
|
|
Current Tax |
13.35 |
15.25 |
Deferred Tax |
4.35 |
4.03 |
Profit after Tax |
21.58 |
40.18 |
Balance brought forward from previous year |
13.43 |
26.86 |
Total available for appropriations |
35.01 |
67.04 |
(Less) Appropriations: |
|
|
Proposed Dividend |
2.31 |
3.08 |
Provision for Tax on dividend |
0.48 |
0.53 |
Provision for Tax on dividend for previous year |
0 |
0 |
Depreciation adjustment |
0 |
0 |
Transferred to General Reserve |
25.00 |
50.00 |
Balance Carried forward to Balance Sheet |
7.22 |
13.43 |
Earnings Per Share (Rs.) |
7.01 |
13.06 |
Note: Due to change in the Company''s financial year from "1st July to 30th June" to "1st April to 31st March", the period under review comprises of nine months. Henceforth, figures are not entirely comparable.
STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS
During the period under review, the Gross Revenue from operations of your Company stood at Rs.1041.78 Crores and Profit after tax for the period ended 31st March, 2016 stood at Rs.21.58 Crores.
SHARE CAPITAL
There was no change in the Company''s share capital during the period under review. The Company''s paid up share capital stood at Rs.30,76,97,000 comprising of equity shares of face value of Rs.10/- each as at 31st March, 2016.
However, the Company has issued and allotted 50,00,000 Convertible Warrants on preferential basis to its promoter group entities on 3rd August, 2015 which are convertible into equal number of equity shares upon exercising the right of conversion by the promoter group entities. No holder of Convertible Warrant exercised the option of conversion as on 31st March, 2016.
DIVIDEND
Based on the financial performance, profitability and cash flow of the Company, your Board of Directors are pleased to recommended the dividend of Rs.0.75 (Seventy Five Paise) per equity share of Rs.10/- each for the nine months period ended 31st March 2016. The dividend on equity shares, if approved by the members would involve a cash outflow of Rs.2.79 Crores including dividend tax of Rs.0.48 Crore.
TRANSFER TO RESERVES
Your Company proposes to transfer Rs.25.00 Crores to the General Reserve out of the amount available for appropriations as per the financial statements for the period ended 31st March, 2016.
DEPOSITS
During the period under review, your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the period under review, 3 (three) meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Nemichandra D. Jain (DIN:03589109) resigned from the office of Director of the Company w.e.f. 28th December, 2015. The Board places on record its appreciation for his continuous support, guidance and contribution during his tenure as Whole-time Director on the Board of Directors of the Company.
Ms. Purnima Sharma (ICSI Membership No. F7706) has resigned from the office of Company Secretary of the Company w.e.f. 30th May, 2016. The Board places on record its appreciation for the services rendered by Ms. Purnima Sharma during her tenure with the Company.
Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 12th February, 2016 had accorded their consent for re-appointment of Mr. Sham Sunder Dhawan (DIN: 00528056) as the Whole-time Director of the Company for a further term of two years w.e.f. 26th April, 2016. Your approval for his re-appointment is being sought in the forthcoming AGM as per the Resolution No. 5 of the Notice, which forms part of the Annual Report.
Mr. Sham Sunder Dhawan will retire by rotation at the ensuing AGM in accordance with the provisions of Section 152 of the Companies Act, 2013 and being eligible, has offered himself for re-appointment. Brief resume of Mr. Sham Sunder Dhawan, along with the shareholding in the Company, as stipulated under Secretarial Standard 2 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ), is appended as an Annexure to the Notice of the ensuing AGM.
Mr. Pulkit Bhasin (ICSI Membership No. A27686) has been appointed as Company Secretary & Compliance Officer of the Company with effect from 30th May, 2016 in accordance with the provisions of the Companies Act, 2013 ("Actâ) and Listing Regulations.
All Independent Directors of the Company have given declarations confirming that they meet the criteria of independence as laid down under section 149(6) of the Act and Listing Regulations.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts for the period under review, the applicable accounting standards have been followed and there are no material departures.
b. they have 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 as on 31st March, 2016 and of the profit of the Company as on 31st March, 2016.
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. they have prepared the annual accounts on a going concern basis.
e. they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.
f. they have devised proper systems to ensure compliance of the provisions of all applicable laws and that such systems are adequate and operating effectively.
SUBSIDIARY COMPANY
Your Company has one wholly owned subsidiary company namely Fedders Lloyd Trading FZE incorporated in United Arab Emirates. The consolidated financial statements presented by the Company include the financial information of its subsidiary and have been prepared in compliance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India.
The Company has no Joint Venture or Associate Company within the meaning of Companies Act, 2013. There is no Company which has become or ceased to be the subsidiary of the Company during the period under review. There has been no material change in the nature of the business of the subsidiary.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached with the financial statements of the Company.
Further, pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary, are available on the website of the Company. The Company will make these documents available upon request by any shareholder of the Company.
STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Companies Act, 2013 read with relevant rules made there under, M/s. Suresh C. Mathur & Co., Chartered Accountants (Firm Regn. No. 000891N) were appointed as the Company''s Statutory Auditors from the conclusion of the 58th Annual General Meeting (AGM) till the conclusion of 61st AGM of the Company. The said appointment is subject to ratification by the members at every AGM held during this tenure. The Company has received a consent and certificate from the Auditors confirming their eligibility for ratification of their appointment at the ensuing AGM. The Board, on the recommendation of the Audit Committee, recommends for ratification by the members, the appointment of M/s. Suresh C. Mathur & Co., Chartered Accountants, as the Company''s Statutory Auditors from the conclusion of the ensuing AGM till the conclusion of 61st AGM.
The Board has duly examined the Auditors'' Report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts of the financial statements and need no further comments.
SECRETARIAL AUDITORS
Mr. Sanjay Chugh, Practicing Company Secretary (C.P. No. 3073) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit for the period ended 31st March, 2016 in compliance with the provisions of Section 204 of the Companies act, 2013 and the relevant rules made there under. The Report of the Secretarial Auditor is annexed to this report and marked as Annexure-1.
COST AUDITORS
The Board, on the recommendation of the Audit Committee, has appointed M/s. Jain Sharma & Associates, Cost Accountants (Firm Regn. No. 000270), as cost auditors of the Company for the financial year 2016-17 at a fee of Rs.2,06,250/- (Rupees Two Lakh Six Thousand Two Hundred and Fifty Only) plus applicable taxes subject to its ratification by the shareholders at the ensuing annual general meeting.
INTERNAL AUDITORS
Pursuant to the recommendation of Audit Committee, the Board of Directors in its meeting held on 13th August, 2015 had appointed M/s. Vivek Rag & Associates, Chartered Accountants as Internal Auditors of the Company to conduct the internal audit of the period ended 31st March, 2016. The Internal Audit Reports received from the Internal Auditors were reviewed by the Audit Committee from time to time.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, highlighting the performance and prospects of the Company''s business, forms part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the disclosure norms as set out by Securities and Exchange Board of India. Your Directors re-affirm their commitment to the corporate governance standards to the extent they are applicable to the Company. In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a detailed Corporate Governance Report is annexed to and forms part of the Annual Report.
BOARD EVALUATION
In terms of provisions of the Act read with Rules issued there under and as per the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the period ended ended 31st March, 2016. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.
COMMITTEES OF THE BOARD OF DIRECTORS
Your Company has following Committees of Board of Directors:
1. Audit Committee;
2. Nomination and remuneration Committee;
3. Stakeholders'' relationship Committee;
4. Corporate Social responsibility Committee; and
5. Committee of Board of Directors.
The role and composition of these Committees, including the number of meetings held during the period under review and the related attendance, are provided under Corporate Governance Report which forms part of the Annual Report.
MATERIAL AND SIGNIFICANT CHANGES
During the period under review, the Company has shifted its registered office from C-4, Gautam Budh Nagar, Part-II, Noida, Uttar Pradesh to 6 and 6/1, UPSIDC Industrial Area, Sikandrabad, District Bulandshahr, Uttar Pradesh-203205.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on an arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirements), regulations, 2015. Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the prescribed format in Form AOC-2 is annexed with this report as Annexure-2. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for its approval. The Related Party Transactions Policy as approved by Board, on recommendation of the Audit Committee, is uploaded on the company''s website.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has effective and reliable Internal Control System commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization and is aligned with the statutory requirements. The efficacy of the internal checks and control systems are validated by Statutory Auditors.
The Audit Committee of the Board reviews the internal audit plans, adequacy and effectiveness of the internal control system, significant audit observations and monitors the sustainability of remedial measures.
CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical. The Board of Directors of the Company has constituted Corporate Social Responsibility ("CSRâ) Committee in compliance with Section 135 of the Companies Act, 2013. The Company is committed to inclusive, sustainable development and contributing to building and sustaining economic, social and environmental capital and to pursue CSR projects that are replicable, scalable and sustainable with a significant multiplier impact on sustainable livelihood creation and environmental replenishment. The brief outline of the CSR policy and initiatives taken by the Company on CSR activities during the period under review are provided in the Annexure-3 of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND RESEARCH & DEVELOPMENT
In accordance with the requirements of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, a statement showing particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-4 and forms part of this report.
VIGIL MECHANISM
In accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is an actual or suspected fraud or perceived to be in violation of or in conflict with the Code of Conduct of the Company. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also uploaded on the website of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-5 and forms part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-6 to this Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and the same has been uploaded on the website of the Company i.e. www.fedderslloyd.com. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and Senior Management Personnel.
RISK MANAGEMENT
The Company has identified potential risks and required mitigation measures. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee of the Company. The Company has approved and adopted Risk Management Policy to enhance control mechanism for risk evaluation and mitigation and the risk management process.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. There were no cases/complaints pertaining to the sexual harassment reported to the Board during the period under review.
LISTING OF EQUITY SHARES
The Equity Shares of your Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Annual Listing Fees for the year 2016-17 have been paid to these stock exchanges.
LISTING AGREEMENT
The Securities and Exchange Board of India ("SEBIâ), on 2nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1st December, 2015. Accordingly, all listed companies were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited in December, 2015.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company had not declared any dividend in the financial year 2007-08. Therefore, no unclaimed dividend was due for transfer to Investor Education and Protection Fund ("IEPF") maintained with Central Government during the nine months period ended 31st March, 2016. However, the Company has been regular in transferring the unclaimed dividend to IEPF as when it becomes due for transfer.
HEALTH, SAFETY AND ENVIRONMENT
Your Company has complied with all the applicable Health & Safety Standards, Environment Laws and labour laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Your Company is committed for continual improvement in Health & Safety as well as Environmental performance by providing a Safety & healthy work environment to all its employees and co-workers.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company considers people as its biggest assets and "Believing in Peopleâ is at the heart of its human resource strategy. Lot of efforts are put in for talent management, strong performance management, learning and training initiatives in order to ensure that your Company consistently develops inspiring strong and credible leadership. During the period under review, your Company continued to have cordial relationship with all its employees and maintained healthy, cordial and harmonious industrial relations at all levels.
ACKNOWLEDGMENTS
Your Directors take this opportunity to thank the customers, employees, financial institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company who all made our consistent growth possible.
Your Directors also wish to record their appreciation for the continued co-operation and support extended by the governments of various countries where we have our operations.
For and on behalf of the Board of Directors
Brij Raj Punj
Place: New Delhi Chairman & Managing Director
Date: 30th May, 2016 (DIN: 00080956)
Jun 30, 2015
Dear Members,
The Board of Directors ("Board") is delighted to present their 59th
Annual Report on the business and operations of your Company for the
Financial Year ended on 30 June 2015. This Report is being presented
together with the Audited Annual Accounts for the financial year ended
30 June 2015.
FINANCIAL RESULTS OF OUR OPERATIONS
(Rs. in Crores)
Particulars Current year Previous year
2014-15 2013-14
Gross Revenue from operations 1332.29 1171.94
EBITDA 136.43 151.21
Profit before Tax 59.46 64.92
Tax Expenses:
Current Tax 15.25 16.00
Deferred Tax 4.03 4.11
Profit after Tax 40.18 44.81
Balance brought forward from previous 26.85 26.40
year
Total available for appropriations 67.03 71.22
(Less) Appropriations:
Proposed Dividend 3.07 3.07
Provision for Tax on dividend 0.53 0.53
Provision for Tax on dividend for - 0.02
previous year
Depreciation adjustment - 0.75
Transferred to General Reserve 50.00 40.00
Balance Carried forward to Balance Sheet 13.43 26.85
Earnings Per Share (Rs.) 13.06 14.56
FINANCIAL PERSPECTIVE, BUSINESS OUTLOOK & SEGMENTAL REVIEW
The Gross revenue from operations of your Company for the year ended 30
June 2015 stood at Rs. 1332.29 Crores as against Rs.1171.94 Crores for
the year ended 30 June 2014 and signifies a growth of 13.68% as
compared to the revenue generated in the previous year ended on 30 June
2014. The Profit after tax for the year ended 30 June 2015 stood at Rs.
40.18 Crores as compared to Rs. 44.81 Crores in the previous year ended
30 June 2014. The decline in profit after tax by 10.34% is due to
inflationery pressure during the year under review.
Total revenue from the various segments of the Company during the year
under review are as follows:
(Rs. in Crores)
SEGMENT Current year Previous year
2014-15 2013-14
Steel Structures & Engineering 973.74 623.36
Power projects 317.31 504.46
Environmental Control Systems 28.05 35.17
A detailed discussion on the operations and performance for the year is
given in the "Management Discussion and Analysis" included as a
separate section to this report.
DIVIDEND
After considering the Company''s profitability and overall financial
performance, your Directors are pleased to recommend for your
consideration a dividend of Re. 1/- per equity share of Rs. 10/- each
(10% on the paid-up equity share capital of the Company) for the year
ended 30 June 2015. The dividend, if approved would involve a cash
outflow of Rs. 3.07 Crores (exclusive of dividend distribution tax of
Rs.0.53 Crores). The dividend will be paid in compliance with all
applicable provisions.
In view of the improved predictability and stability of the Company''s
operations, the Board intends to maintain similar or better levels of
dividend payout over the next few years. However, the actual dividend
payout in each year will be subject to the investment requirements of
the annual operating plan for the year and any other strategic
priorities identified by the Company.
SUBSIDIARY
Fedders Lloyd Trading FZE, located in Ras Al Khaimah Free Trade Zone,
U.A.E. is a wholly owned subsidiary of your Company. There has been no
material change in the nature of the business of the subsidiary and
there is no Company which has become or ceased to become subsidiary.
As prescribed by the provisions of Section 136 of the Companies Act,
2013 the financial statements of the Company, the consolidated
financial statements along with relevant documents and separate audited
accounts of the subsidiary are available on the website of the Company.
These documents will be available for inspection during the business
hours at the registered office of the Company. A statement containing
the salient features of the financial statement of our subsidiary in
the prescribed format Form AOC-1 is attached with the financial
statements of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to provisions of Section 129(3) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 and read with Clause 41
of the Listing Agreement executed with the Stock Exchanges, the Company
has prepared Consolidated Financial Statements of the Company and its
subsidiary, which forms a part of this Annual Report.
TRANSFERTO RESERVES
Your Company proposes to transfer Rs. 50 Crores to the General Reserve
out of the amount available for appropriations as per the available
financial statements for the year ended 30 June 2015.
FIXED DEPOSITS
During the year under review, your Company has not invited or
accepted/renewed any fixed deposits from public under Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014.
DIRECTORS & KEY MANAGERIAL PERSONNELS
Pursuant to the provisions of the Companies Act, 2013 read with the
Articles of Association of the Company, Mr. Nemichandra D. Jain, Whole
Time Director of the Company will retire at the ensuing Annual General
Meeting and being eligible, has offered himself for reappointment. The
Board recommends his re-appointment.
A brief resume of the director seeking re-appointment, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges forms
part of the Notice of the ensuing Annual General Meeting.
In compliance with the provisions of Section 2(51) and Section 203 of
the Companies Act, 2013 and relevant rules framed thereunder, the
positions held by Key Managerial Personnels of the Company are as
follows:
Key Managerial Personnels (KMPs)
Name of KMPs Designation
Mr. Brij Raj Punj Chairman & Managing Director
Mr. Sham Sunder Dhawan Whole Time Director
Mr. Nemichandra D. Jain Whole Time Director
Mr. A A Siddiqi Chief Financial Officer
Mrs. Purnima Sharma Company Secretary
NUMBER OF MEETINGS OF THE BOARD
During the year under review, four (4) Board Meetings were held on 27
August 2014, 10 November 2014, 11 February 2015, 08 May 2015
respectively and 12 meetings of Committee of Board of Directors were
noted. The detailed strength and attendance record is given under
Corporate Governance Report forming part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134(5) of the Companies
Act, 2013 and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors'' Report thereon, which is best to the
knowledge and belief, it is hereby confirmed that:
a. in the preparation of the annual accounts for the year under
review, the applicable accounting standards had been followed.
b. the directors had selected such accounting policies and applied
them consistently and madejudgments 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 or
loss of the Company for that year.
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. that the directors had prepared the annual accounts on a going
concern basis.
e. the directors laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and were operating effectively.
f. The directors had devised proper systems to ensure compliance the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
AUDITORS AND AUDITORS'' REPORT
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the rules framed thereunder, M/s. Suresh C. Mathur& Co., Chartered
Accountants (ICAI Firm Registration No: 000891N and Membership No.
83540) were appointed as Statutory Auditors of the Company in the 58th
Annual General Meeting of the Company held on 30 October, 2014 until
the conclusion of the 61st Annual General Meeting, subject to
ratification of their appointment at every AGM. The Company has
received certificate from the said auditors to the effect that their
appointment, if made, would be in accordance with the provisions of
Section 141 of the Companies Act, 2013.
The Notes on financial statement referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments. The
Auditors'' Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITORS
In compliance with the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed Mr. Sanjay Chugh,
Practicing Company Secretary, to conduct Secretarial Audit for the
financial year ended 30 June 2015. The Report of the Secretarial
Auditors is annexed to this report and marked as Annexure-1.
COST AUDITORS
The Board appointed M/s. Jain Sharma & Associates, Cost accountants, as
cost auditors of the Company for the financial year 2015-16 at a fee of
Rs. 50,000 plus applicable taxes and out of pocket expenses subject to
the ratification of the said fees by the shareholders at the ensuing
annual general meeting.
The cost audit report of the financial year 2014-15 would be filed with
the Central Government within the prescribed time.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is provided together with a
Certificate from the Statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Equity Listing Agreement with the Stock Exchange(s) is
annexed herewith and is set out as separate section to this annual
report.
CORPORATE SOCIAL RESPONSIBILITY
Fedders Lloyd has been an early adopter of corporate social
responsibility initiatives. Your Company believes that education is the
first and foremost right that must be provided to all. Your Company
emphasizes on nurturing and educating destitute children. With this
view, Lloyd concentrates largely on promoting child education through
the initiatives taken by Pandit Kanahaya Lal Punj Trust (PKLP Trust), a
philanthropic arm of Lloyd group. In addition, your Company actively
participates to promote health care, rural development, community
development, environment protection and conservation of natural
resources.
Details about the CSR policy and initiatives taken by the Company on
Corporate Social Responsibility during the year are attached herewith
as Annexure-2 and are also available on our website i.e. on
www.fedderslloyd.com. The annual report on our CSR activities is
appended to the Board''s report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated by the Clause 49 of the Listing Agreement, a detailed
Management and Analysis Report is presented in a separate section
forming part of the Annual Report.
DISCLOSURE OF INFORMATION WITH REGARDS TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND RESEARCH
& DEVELOPMENT
In accordance with the requirements of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, a statement showing particulars with respect to
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo are annexed hereto as Annexure-3 and form part of
this report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and other Committees.
The Nomination and Remuneration Committee of the Company approved an
Evaluation Policy during the year, which was adopted by the Board of
Directors. The evaluation of all the directors and the Board as a whole
was conducted based on the criteria and framework adopted by the
Board.The Board''s performance for the current year was assessed on the
basis of participation of directors, quality of information
provided/available, quality of discussion and contribution etc. A
structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering the aforesaid aspects of
the Board''s functioning. The overall performance of the Board and
Committee''s of the Board was found satisfactory. The overall performance
of Chairman, Executive Directors and the Non-executive Directors of the
Company is satisfactory. The review of performance was based on the
criteria of performance, knowledge, analysis, quality of decision making
etc.
COMMITTEES OF THE BOARD
Your company has five Committees - Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee, Corporate
Social Responsibility Committee and Committee of Board of Directors.
The role and composition of these Committees, including the number of
meetings held during the financial year and the related attendance, are
provided under Corporate Governance Report which forms part of this
annual report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, stating that
he/she meets the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
SIGNIFICANT AND MATERIAL CHANGES
The Company has conducted 2 Postal Ballots during the year under
review. The first postal ballot was commenced from 26 September 2014 to
25 October 2014 and results of which were declared on 30 October 2014.
The second postal ballot was commenced from 16 June 2015 to 15 July
2015 and results of which were declared on 17 July 2015. The detailed
descriptions of the matters transacted through the postal ballot are
given under Corporate Governance Report which forms part of this Annual
Report.
WARRANTS
The Company vide its Board Meeting dated 08 May 2015, has proposed to
issue 50,00,000 Preferential Warrants convertible into equal number of
equity shares to Promoters, persons belonging to promoter category and
persons acting in concert which was subject to the shareholders''
approval. The respective approval from the shareholders has been duly
received by the Company through Postal Ballot results dated 17 July
2015. The Company has allotted the respective convertible warrants to
the promoter group entities on 03 August 2015 at the rate of Rs. 75 per
warrant on receiving the upfront consideration of 25% of total warrant
price amounting to Rs. 9.375 crores from the allottees by complying
with the guidelines prescribed by the Companies Act, 2013 read with the
Rules framed thereunder, the procedures prescribed by the Listing
Agreement entered with the Stock Exchanges, Regulations of SEBI (ICDR)
Regulations, 2009 or all other provisions for the time being in force.
INTERNAL FINANCIAL CONTROL
In accordance with the provisions of Section 134(5)(e) of the Companies
Act, 2013, your Company has duly adopted policies and procedures to
ensure orderly and efficient conduct of its business, including
adherence to Company''s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of
reliable financial information.
The detailed information pertaining to internal financial control is
set out in the Management Discussion & Analysis Report which is
attached herewith and forms part of this report.
VIGIL MECHANISM
In pursuant to the provisions of Section 177 of the Companies Act,
2013, a vigil mechanism for directors and employees to report genuine
concerns has been established. The Vigil Mechanism Policy has been
uploaded on the website of the Company at www.fedderslloyd.com under
investors/policy documents/Vigil Mechanism Policy link.
RELATED PARTYTRANSACTIONS
Related party transactions that were entered during the financial year
were on an arm''s length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company''s Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars
of contracts entered during the year as per Form AOC-2 is enclosed as
Annexed hereto as Annexure 4 and form part of this report.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules thereunder and the
Listing Agreement. This Policy was considered and approved by the Board
has been uploaded on the website of the Company at www.fedderslloyd.com
under investors/ policy documents/Related Party Policy link.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure-5 and form part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
As mandated by the provisions of Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the names and other particulars of
employees are set out in the Annexure-6 to this report and forms part
of this report.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
In accordance with the provisions of Section 178 of the Companies Act,
2013 read with the relevant rules framed thereunder and on the
recommendations of the Nomination and Remuneration Committee of the
Company, Board of Directors has adopted a policy for determining the
qualifications, positive attributes and independence of a director. The
policy has been framed for determining the remuneration of directors,
key managerial personnel and other employees.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Risk management forms an integral part of the management policy. Your
Company has formulated a policy and process for risk management. The
detailed statement indicating development and implementation of a risk
management policy is provided under Management Discussion and Analysis,
which forms a part of this report.
LISTING OF EQUITY SHARES
The Equity Shares of your Company continue to be listed at National
Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited
(BSE). The Annual Listing Fees for the year 2015-16 have been paid to
these stock exchanges.
HEALTH, SAFETY AND ENVIRONMENT (HSE)
Your Company has always placed Health, Safety and Environment (HSE) at
the very heart of the way of doing its business. Adhering to the
highest standards of HSE performance is fundamental to protect the
business and our people. During the year, the Company continued its
efforts towards preventing incidents and injuries from its business
activities by providing a safe and healthy working environment at all
manufacturing units/sites owned and / or operated by the Company. The
Company achieved this by eliminating or minimizing, so far as is
reasonably practicable, the causes of health and safety hazards
inherent in its working environment.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company believes that its people are its most valuable resources.
The Company provides an excellent working environment for them to
deliver to their best potential. The Company encourages its employees
to upgrade their skills through both internal and external workshops
and trainings. The Company believes in providing equal opportunity to
everyone and the work-culture is based on merit and performance. During
the year, there were no disputes with the employees and the Company.
Your Company continues to enjoy cordial relationships with the work
force across all units and operations.
APPRECIATION
Your Directors place on record their appreciation for assistance and
co-operation received from various ministries and department of
Government of India and other State Governments, financial
institutions, banks, shareholders, directors, executives, officers of
the Company etc. The management would also like to express great
appreciation for the commitment and contribution of its employees at
all locations for their tremendous personal efforts, committed services
and contribution to the Company''s performance.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
PLACE : NEW DELHI BRIJ RAJ PUNJ
DATE : 13 AUGUST 2015 CHAIRMAN & MANAGING DIRECTOR
Jun 30, 2014
Dear Shareowners,
The Directors have pleasure in presenting the 58thAnnual Report along
with the Audited Annual Accounts for the financial year ended June 30,
2014.
FINANCIAL RESULTS
(Rs. in Million)
Particulars Current year Previous year
2013-14 2012-13
Gross Revenue from opertations 11,719.39 10,294.47
EBITDA 1,512.13 1,335.54
Profit before Tax 649.20 618.72
Tax Expenses:
Current Tax 160.00 125.00
Deferred Tax 41.07 (2.78)
Profit after Tax 448.13 496.51
Balance brought forward from
previous year 264.03 153.28
Total available for appropriations 712.15 649.79
(Less) Appropriations:
Proposed Dividend 30.77 30.77
Provision for Tax on dividend 5.23 4.99
Provision for Tax on dividend for
previous year 0.24 -
Depreciation adjustment 7.37 -
Transfer to General Reserve 400.00 350.00
Balance Carried forward to Balance Sheet 268.54 264.03
Earnings per Share (Rs.) 14.56 16.14
FINANCIAL PERFORMANCE
The Gross revenue from operations of your Company for the year ended
June 30, 2014 stood at Rs. 11,719.39 Million as against Rs. 10,294.47
Million for the year ended June 30, 2013, registering a growth of
13.84%. The EBITDA increased by 13.22% from Rs. 1,335.54 Million in the
previous year to Rs. 1,512.13 Million during this year. The Profit
before tax stood at Rs. 649.20 Million as compared to Rs. 618.72
Million in the previous year, registering the increase by 4.93%. The
Profit after tax for the year ended June 30, 2014 stood at Rs. 448.13
Million as compared to Rs. 496.51 Million in the previous year ended
June 30, 2013. The decline in profit after tax by 9.74% is due to
increase in interest cost and higher provision of taxes during the year
under review.
Your Company operates under three business segments, viz., Steel
Structures & Engineering, Power Projects and Environmental Control
Systems. During the year under review, the total revenue generated from
Steel Structures & Engineering business of the Company was Rs. 6233.66
Million, the Power Projects business was Rs. 5044.62 Million and
Environmental Control System was Rs. 351.69 Million. A detailed
discussion on the operation and performance for the year is given in
the "Management Discussion and Analysis" included as a separate section
to this report.
DIVIDEND
For the year ended June 30, 2014, the directors of your Company
recommend for your consideration a dividend of Re. 1/- per equity share
of Rs. 10/- each (10% on the paid-up equity share capital of the
Company). The dividend, if approved would involve a cash outflow of Rs.
30.77 Million (exclusive of dividend distribution tax of Rs. 5.23
Million).
Last year also, the Shareholders in last Annual General Meeting
declared a dividend of 10% on the paid-up equity share capital of the
Company.
SUBSIDIARY
The wholly owned subsidiary of the Company namely, Fedders Lloyd
Trading FZE is located in Ras Al Khaimah Free Trade Zone, U.A.E.
In terms of the General Circular No. 2/2011 dated February 8, 2011,
issued by Ministry of Corporate Affairs, Government of India under
Section 212(8) of the Companies Act, 1956, granting general exemption
to companies from attaching financial statements of subsidiaries,
subject to fulfillment of conditions stated in the Circular, Financial
Statement of the Subsidiary is not attached to the Balance Sheet of the
Company.
The Company will make available the Annual Accounts of the subsidiary
to any of the member of the Company who may be interested in obtaining
the same. The annual accounts of the subsidiary will also be kept open
for inspection at the Registered Office of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
As required by Clause 41 of the Listing Agreement executed with the
Stock Exchanges, Consolidated Financial Statements of the Company and
its subsidiary as prepared in accordance with Accounting Standard AS-21
on ''Consolidated Financial Statements,'' as issued by the Institute of
Chartered Accountants of India, is attached herewith and the same
together with Auditors'' Report thereon forms part of the Annual Report
of the Company.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted
/ renewed any fixed deposits from public pursuant to the provisions of
Section 58A or 58AA of the Companies Act, 1956 read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS
In compliance with the requirements of Clause 49 of the listing
agreement entered with the Stock Exchanges, where the Company is
listed, the Company had appointed Mr. Arun Kumar Joshi, Mrs. Ritushri
Sharma and Mrs. Bindu Dogra as Independent Directors of the Company.
Pursuant to provisions of Section 149 of the Companies Act, 2013 and
revised Clause 49 of the Listing Agreement which will be effective from
October 01, 2014 and on the recommendation of the Nomination and
Remuneration Committee, the Board has subject to the approval of the
members approved the appointment of Mr. Arun Kumar Joshi, Mrs. Ritushri
Sharma and Mrs. Bindu Dogra as Independent Directors of the Company for
a term of five years from the date of this Annual General Meeting i.e.
October 30, 2014 to October 29, 2019. The requisite notices from
members alongwith the deposit of requisite amount under Section 160 of
the Act, proposing the candidature of each of them as Directors have
been received by the Company. The Board recommends their respective
appointments.
In compliance with the provisions of Section 149 of the Act, read with
Schedule IV of the Act, the appointment of these Directors as
Independent Directors is being placed before the Members for their
approval.
Further, in terms of the Articles of Association of the Company, Mr. S.
S. Dhawan, Whole Time Director of the Company will retire at the
ensuing Annual General Meeting and being eligible, has offered himself
for reappointment. The Board recommends his re-appointment.
A brief resume of the above directors including their expertise,
shareholding in the Company and details of other directorships of these
directors as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchanges forms part of the Notice of the ensuing Annual
General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors'' Report thereon, it is hereby
confirmed that:
a. in the preparation of the annual accounts for the year under
review, the applicable accounting standards had been followed.
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 or
loss of the Company for that year.
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. that the directors had prepared the annual accounts on a going
concern basis. AUDITORS AND AUDITORS'' REPORT
M/s. Suresh C. Mathur & Co., Chartered Accountants (ICAI Firm
Registration No: 000891N and Membership No. 083540) retire at the
conclusion of ensuing Annual General Meeting of the Company. Being
eligible, they have offered themselves for re-appointment for a further
term. The Board recommends their re-appointment from the conclusion of
this Annual General Meeting ("AGM") until the conclusion of the third
consecutive AGM held after this AGM (subject to ratification of
appointment by the members at every AGM held after this AGM) at such
remuneration as may be agreed by the Board of Directors of the
Company/Audit Committee thereof in consultation with the auditors. The
Company has received letter from the said auditors to the effect that
their appointment, if made, would be valid within the limits prescribed
under the Companies Act, 2013.
The observations made in the Auditors'' Report are self-explanatory and
do not call for any further comments under Section 217(3) of the
Companies Act, 1956.
CORPORATE GOVERNANCE
Your Company continues to be committed to good corporate governance and
ethical corporate practices as prescribed under Clause 49 of the
Listing Agreement and the Companies Act, 2013. A separate section on
Corporate Governance along with Certificate from the Auditors of the
Company on compliance with the conditions of corporate governance as
per Clause 49 of the Listing Agreement with Stock Exchange(s) is
provided as part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) activities of Fedders Lloyd
reflect its philosophy of implementing sound business practices and
assisting communities in which it operates; helping shape a better,
more sustainable society. The Company undertakes its CSR activities
through Pandit Kanahaya Lal Punj Trust (PKLP Trust), the philanthropic
arm within the Lloyd Group.
In terms of requirement of Section 135 of the Companies Act, 2013 read
with rules made thereunder, your Company has constituted a CSR
Committee comprising of Mr. Nemichandra D. Jain as Chairman of the
Committee and Mr. Sham Sunder Dhawan and Mrs. Ritushri Sharma as
Members of the Committee.
FORMATION OF VARIOUS COMMITTEES
The Board of Directors of the Company has constituted various
Committees to support its functioning as envisaged under the Companies
Act, 2013 and the Listing Agreements entered with the Stock
Exchange(s). The details of the Committees are given in the Corporate
Governance Report, which forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed Management Discussion and Analysis Report on
financial conditions and results of operations for the year under
review forms part of the Annual Report and is presented in a separate
section forming part of the Annual Report.
DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND RESEARCH
& DEVELOPMENT
In accordance with the requirement of Section 217(1)(e) of the
Companies Act,1956 read with the Companies (Disclosure of particulars
in the report of the Board of Directors) Rules, 1988, statement showing
particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo and Research &
Development activities undertaken by the Company are annexed here to
and form part of this report.
DISCLOSURE OF PARTICULARS OF EMPLOYEES
In accordance with the requirement of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars of
Employees) Rules, 1975 the names and other particulars of employees are
to be set out in the Directors'' Report as an addendum thereto.
However, in line with the provision of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Directors'' Report is being sent to all the
members of the Company excluding the aforesaid information. Any member
interested in obtaining such particulars may write to the Company
Secretary at the Corporate Office of the Company.
LISTING OF EQUITY SHARES
The Equity Shares of your Company continue to be listed at National
Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd.
(BSE). The Annual Listing Fees for the year 2014-15 have been paid to
these stock exchanges.
HEALTH, SAFETY AND ENVIRONMENT (HSE)
Your Company has always placed Health, Safety and Environment (HSE) at
the very heart of the way of doing its business. Adhering to the
highest standards of HSE performance is fundamental to protect the
business and our people. During the year, the Company continued its
efforts toward preventing incidents and injuries from its business
activities by providing a safe and healthy working environment at all
manufacturing units/sites owned and / or operated by the Company. The
Company achieved this by eliminating or minimizing, so far as is
reasonably practicable, the causes of health and safety hazards
inherent in its working environment.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company believes that its people are its most valuable resources.
The Company provides an excellent working environment for them to
deliver to their best potential. The Company encourages its employees
to upgrade their skills through both internal and external workshops
and trainings. The Company believes in providing equal opportunity to
everyone and the work-culture is based on merit and performance. During
the year, there were no disputes with the employees and the Company.
Your Company continues to enjoy cordial relationships with the work
force across all units and operations.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for assistance and
co-operation received from various ministries and department of
Government of India and other State Governments, financial
institutions, banks, shareholders, directors, executives, officers of
the Company etc. The management would also like to express great
appreciation for the commitment and contribution of its employees at
all locations for their tremendous personal efforts, committed services
and contribution to the Company''s performance.
For and on behalf of the Board of Directors
Place : New Delhi Brij Raj Punj
Date : August 27, 2014 Chairman & Managing Director
Jun 30, 2013
Dear Shareowners,
The Directors have pleasure to present the 57th Annual Report along
with the Audited Annual Accounts for the financial year ended June 30,
2013.
FINANCIAL RESULTS
(Rupees in Millon)
Particulars Current year Previous year
2012-13 2011-12
Total Revenue 10214.58 9061.79
EBITDA 1335.54 1088.30
Profit Before Taxes 618.72 557.00
Tax Expenses:
Current tax 125.00 112.76
Deferred tax (2.78) (2.40)
Profit after Tax 496.51 446.65
Balance brought forward from
previous year 153.28 92.39
Total available for appropriations 649.79 539.04
Less: Appropriations:
Proposed Dividend 30.77 30.77
Provision for tax on dividend 4.99 4.99
Transfer to General Reserve 350.00 350.00
Balance Carried forward 264.03 153.28
Equity Share Capital 307.70 307.70
Earnings Per Share (Rs.) 16.14 14.52
OPERATING RESULTS AND BUSINESS PERFORMANCE
During the year ended June 30, 2013, your Company has recorded
commendable growth in terms of sales and profitability. The total
revenue increased from Rs. 9061.79 Million during the previous year to
Rs. 10214.58 Million during the year under review, registering a growth
of 12.72%. The EBITDA was recorded at Rs. 1335.54 Million as against
Rs. 1088.30 Million during the previous year, registering a growth of
22.72%. The Company has set benchmarks in terms of operational and
financial performance. During the year 2012-13, the Company has crossed
the benchmark of Rs. 10,000 Million of sales revenue. Your Company''s
commitment to innovation, consistency and integrity has strengthened
your Company''s position in all of its business spheres.
SEGMENTAL REVIEW
Your Company has three business segments viz., Environment Control
Systems, Steel Structure & Engineering and Power Projects. During the
year under review, the total revenue generated from Environment Control
Systems was Rs. 398.66 Million, while during the previous year, the
revenue from Environment Control Systems was Rs. 1286.71 Million.
During the year 2011-12, the Consumer Durable business was shifted to
Lloyd Electric & Engineering Limited. Therefore, the years ended June
30, 2012 and June 30, 2013 are not comparable. Under this segment, the
Company focuses on executing turnkey projects for customized
applications.
During the year, the total revenue generated from Steel Structure &
Engineering business was Rs. 5425.73 Million as compared to Rs. 4255.81
Million during the previous year registering a growth of 27.49%. The
profit before tax generated was Rs. 466.45 Million as compared to Rs.
308.97 Million during the previous year, registering a growth of
50.97%.
The total Revenue generated from Power Projects was Rs. 4390.20 Million
as compared to Rs. 3380.55 Million during the previous year registering
a growth of 29.87%. The profit before tax generated was Rs. 522.08
Million as compared to Rs. 295.92 Million during the previous year,
registering a growth of 76.43%.
A detailed discussion on the segmental review and performance and
future outlook is provided in Management Discussion and Analysis
Report.
DIVIDEND
Based on the Company''s Performance and dividend policy of the Company,
the Board of Directors has recommended a dividend of Re 1/- per equity
share of Rs. 10/- each (10% on the paid-up equity share capital of the
Company) for the year ended June 30, 2013. The dividend, if approved at
the ensuing Annual general Meeting, shall ingest a sum of Rs. 30.77
Million (exclusive of dividend distribution tax of Rs. 4.99 Million).
Previous year, the Company had declared the same rate of dividend i.e.,
Re. 1 per equity share (10% on the paid-up equity share capital of the
Company).
SUBSIDIARY
The Company has a subsidiary namely, Fedders Lloyd Trading FZE in Ras
Al Khaimah Free Trade Zone, U.A.E.. In terms of the General Circular
No. 2/2011 dated February 8, 2011, issued by Ministry of Corporate
Affairs, Government of India under Section 212(8) of the Companies Act,
1956, granted general exemption to companies from attaching financial
statements of subsidiaries, subject to fulfillment of conditions stated
in the Circular. Pursuant to the said circular, Financial Statements of
the Subsidiary is not attached to the Balance Sheet of the Company. The
Company will make available the Annual Accounts of the subsidiary to
any of the member of the Company who may be interested in obtaining the
same. The annual accounts of the subsidiary will also be kept open for
inspection at the Registered Office of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the Accounting Standard AS-21 issued by ICAI and Clause 41
of the Listing Agreement with Stock Exchanges, the consolidated
financial statements given by the Company include financial information
of its subsidiary, which is prepared in compliance with applicable
Accounting Standards. The Consolidated Financial Statements are
attached herewith and the same together with Auditors'' Report thereon
form part of the Annual Report of the Company.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted
/ renewed any fixed deposits from public pursuant to the provisions of
Section 58A or 58AA of the Companies Act, 1956 read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS
After the last Annual General Meeting held, Mrs. Bindu Dogra was
appointed as an additional director on May 06, 2013. Mrs. Ritushri
Sharma and Mr. Arun Kumar Joshi were appointed as additional directors
on November 11, 2013.
Mr. Nemichandra Dhanyakumar Jain was appointed by the Board of
Directors of the Company subject to approval of the Members, as an
additional and Whole Time Director of the Company with effect from May
06, 2013.
Mrs. Bindu Dogra, Mrs. Ritushri Sharma, Mr. Arun Kumar Joshi and Mr.
Nemichandra Dhanyakumar Jain hold office upto the date of forthcoming
Annual General Meeting of the Company. The Company has received notice
along with the deposit prescribed under Section 257 of the Companies
Act, 1956, signifying the intention to propose the appointments of the
above mentioned directors in the forthcoming Annual General Meeting of
the Company. The Board recommends the said appointments.
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. Krishan Lall and Mr. Sham Sunder
Dhawan are liable to retire by rotation at the forthcoming Annual
General Meeting of the Company. As per the retirement policy for the
Independent Directors of the Company, the Board of Directors does not
recommend re-appointment of Mr. Krishan Lall. Being eligible, Mr. Sham
Sunder Dhawan has offered himself for re-appointment.The Board
recommends his re- appointment.
Mr. Ajay Dogra and Mr. Surjit Krishan Sharma resigned from the Board
w.e.f. May 06, 2013 and November 11, 2013, respectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors'' Report thereon, it is hereby
confirmed that:
a. in the preparation of the annual accounts for the year under
review, the applicable accounting standards had been followed.
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 or
loss of the Company for that year.
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. that the directors had prepared the annual accounts on a going
concern basis. AUDITORS AND AUDITORS'' REPORT
M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors
of the Company retire at the conclusion of ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. The
Company has received letter from the said auditors to the effect that
their appointment, if made, would be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956. Based on the
recommendations of the Audit Committee, the Board of Directors of the
Company proposes their re-appointment for approval of Shareholders in
the ensuing Annual General Meeting.
The observations made in the Auditors'' Report are self-explanatory and
do not call for any further comments under Section 217 (3) of the
Companies Act, 1956.
CORPORATE GOVERNANCE
Good corporate governance is essential for the integrity of
corporations, financial institutions and markets. It ensures the health
of our economies and their stability. Your Company is committed to
maintain the high standard of Corporate Governance requirements as
prescribed under Clause 49 of the Listing Agreement. A separate section
on Corporate Governance together with a certificate from the Auditors
of the Company regarding full compliance of conditions of Corporate
Governance as
stipulated under Clause 49 of the Listing agreement with the Stock
Exchange(s) forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility ("CSR") is a management concept whereby
companies integrate social and environmental concerns in their business
operations and interactions with their stakeholders. CSR is generally
understood as being the way through which a company achieves a balance
of economic, environmental and social imperatives, while at the same
time addressing the expectations of shareholders and stakeholders.
We at, Fedders Lloyd believe passionately that good corporate
citizenship and good business performance go hand in hand. We endeavor
at improving the quality of life of the communities, we serve. Detailed
information on the initiatives of the Company towards CSR activities is
provided in the Corporate Social Responsibility section of the Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed Management Discussion and Analysis Report on
financial conditions and results of operations for the year under
review forms part of the Annual Report and is presented in a separate
section forming part of the Annual Report.
DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO AND RESEARCH &
DEVELOPMENT
In accordance with the requirement of Section 217(1)(e) of the
Companies Act,1956 read with the Companies (Disclosure of particulars
in the report of the Board of Directors) Rules, 1988, Statement showing
particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo and Research &
Development activities undertaken by the Company are annexed hereto and
form part of this report.
DISCLOSURE OF PARTICULARS OF EMPLOYEES
In accordance with the requirement of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars of
Employees) Rules, 1975, the names and other particulars of employees
are to be set out in the Directors'' Report as an addendum thereto.
However, in line with the provision of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Directors'' Report is being sent to all the
members of the Company excluding the aforesaid information. Any Member
interested in obtaining such particulars may write to the Company
Secretary at the Corporate Office of the Company.
LISTING OF EQUITY SHARES
The Equity Shares of your Company continue to be listed on National
Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd.
(BSE). The Annual Listing Fees for the year 2013-14 have been paid to
these stock exchanges.
HEALTH, SAFETY AND ENVIRONMENT (HSE)
Your Company has identified excellence in health and safety in all its
operations as a key business imperative. The Company has adopted and
applied a range of programs and strong safety culture by inculcating
safe behavior among its employees and contractors.
At Fedders Lloyd, HSE is the essential part of its operations; its main
objective is to make the risk free environment for the entire employees
at the work place.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company has created a favorable work environment which encourages
innovation and meritocracy amongst the employees. Your Company ensures
attracting best talents and provides for fostering of talents. HR
initiatives provide continuous learning, sharpening the skills and
talents of the people and leadership development through training
programs, HR processes and systems. Industrial Relations were
maintained cordial throughout the year.
ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation to employees at
all the levels for their hard work, dedication and commitment. Your
Directors also take this opportunity to thank the customers,
stakeholders, shareholders, Government and all other business
associates including banks, financial institutions, etc.
For and on behalf of the Board of Directors
Date: November 11, 2013 Brij Raj Punj
Place: New Delhi Chairman & Managing Director
Jun 30, 2012
The Directors are pleased to present the 56th Annual Report of your
Company together with the Audited Annual Accounts for the year ended
June 30, 2012.
FINANCIAL RESULTS
Your Company''s standalone operating performance for the year ended June
30, 2012 as compared to the previous year ended June 30, 2011 is
summarized herein below:
(Rupees in Million)
Particulars Current year Previous year
2011-12 2010-11
Net Sales 8828.57 8458.73
Other Income 233.22 25.00
Total Revenue 9061.79 8483.73
EBITDA 1088.30 966.29
Profit before Taxes 557.00 577.49
Tax Expenses 110.35 112.43
Profit after Tax 446.65 465.06
Proposed Dividend 30.77 46.15
Corporate dividend Tax 4.99 7.49
Reserves & Surplus 2424.52 2015.16
Equity Share Capital 307.70 307.70
Earnings per Share (Rs.) 14.52 15.11
OPERATIONAL HIGHLIGHTS
During the year ended June 30, 2012, total revenue of the Company has
been increased from Rs. 8483.73 Million during the previous year to Rs.
9061.79 Million, registering a growth of 6.81%. The EBITDA was recorded
at Rs. 1088.30 Million during the year under review; however, it was
Rs. 966.29 Million during the previous year ended June 30, 2011,
registering an increase of 12%. Due to the increased finance cost,
inflationary pressure and depreciation cost, the Profit after tax has
been declined by 3.96% from Rs. 465.06 Million during the previous year
against Rs. 446.65 Million during the year under review.
STRATEGIC FOCUS ON EXECUTING TURNKEY PROJECTS & DISTINGUISHING ITSELF
FROM RETAIL BUSINESS
Your Company has successfully established and is further strengthening
its business operations for turnkey projects in the areas of
Infrastructure, Energy Sector and Environmental Control Systems for
Industrial and Customized applications. Considering various aspects
and strategic view point to put greater focus on the business of
executing turnkey projects in the areas of Infrastructure, Energy
Sector and Environmental Control Systems for Industrial and Customized
applications and distinguishing itself from the retail business of
Consumer Durable Products, your Company has strategically assigned the
Intangible Rights, Title and Interest in the ''LLOYD'' Blue Logo and
Distribution Network pertaining to Consumer Durable Products including
other HVAC Products to M/s Lloyd Electric and Engineering Limited
w.e.f. September 08, 2011. The rights, title and interest in the said
''LLOYD'' Blue Logo in respect of all other goods/business and services
except for the assigned products have been retained by the Company.
Your Company has taken approval of shareholders by way of an Ordinary
Resolution through Postal Ballot process.
SCALING UP OF BUSINESS:
GRAND INAUGURATION OF WIND TOWER MANUFACTURING FACILITY AT BHARUCH,
GUJARAT BY HON''BLE CHIEF MINISTER OF GUJARAT, SHRI NARENDRA MODI AND
COMMENCEMENT OF OPERATIONS
Your Company has achieved a major milestone forward in the Company''s
presence in the State of Gujarat by establishing its integrated
state-of-art manufacturing facility for manufacture of Wind Turbine
Towers and Heavy Precision Fabrication and machining facility in
Bharuch District, Gujarat. The new facility was inaugurated on April
13, 2012 by the Humble Chief Minister of Gujarat, Shri Narendra Modi
in the presence of guest of honor, Humble Minister, Forest &
Environment, Gujarat, Shri Kiritsinh Rana. The initial annual
production capacity of plant to manufacture is up to 250 nos. of Wind
Turbine Towers up to 3 MW and Heavy Precision Fabrication of components
up to 80 MT weight and is one of the biggest Precision Machine Shop
equipped with floor boring (21 mtrs travel) and vertical turret lathe
(8.5 Mtrs diameter) sourced from UK and USA. The new facility is
equipped with high end CNC plate cutting and CNC plate rolling machine
(75 mm thick) imported from Germany & Italy and the facility is
designed to meet with international specifications and produce
components meeting with highest world-wide quality standards. The new
facility is a testament to Fedders Lloyd''s commitment to contribute
towards India''s Growing Energy revolution and empowered nation.
SEGMENTAL REVIEW
Your Company has three business segments viz., Environment Control
Systems, Steel Structure & Engineering and Power Projects. During the
year under review, the total revenue generated from Environment Control
Systems was Rs. 1286.71 Million, while during the previous year, the
revenue from Environment Control Systems was Rs. 4731.53 Million. For
Environment Control Systems business, both these years are not
comparable as Consumer Durable business was shifted to Lloyd Electric &
Engineering Limited during the year under review. Under this segment,
your company focuses on executing turnkey projects for customized
applications, where during the year, your Company has maintained its
pace of growth.
During the year, the total revenue generated from Steel Structure
&Engineering business was Rs. 4255.81 Million as compared to Rs.
1705.37Million during the previous year registering a growth of 150%.
The profit before tax generated was Rs. 308.97 Million as compared to
Rs. 167.68 Million during the previous year registering a growth of
84.26%.
The total Revenue generated from Power Projects was Rs. 3380.55 Million
as compared to Rs. 2021.82 Million during the previous year registering
a growth of 67.20%. The profit before tax generated was Rs. 295.92
Million as compared to Rs. 181.10 Million during the previous year
registering growth of 63.40%.
A detailed discussion on the segmental review and performance and
future outlook is provided in Management Discussion and Analysis
Report.
DIVIDEND
Having due regard to the profit of the year and on careful review of
the Company''s ways and means position, the Directors had recommended a
dividend of Re. 1/- per equity share of Rs. 10/- each (i.e., 10% on the
paid-up equity share capital of the Company) for the year ended June
30, 2012. The dividend, if approved at the ensuing Annual general
Meeting, shall absorb a sum of Rs. 30.77 Million (exclusive of dividend
distribution tax of Rs. 4.99 Million). Last year, the Shareholders in
last Annual General Meeting declared a dividend of 15% on the paid-up
equity share capital of the Company.
The dividend payout for the year under review has been formulated in
accordance with the Company''s policy to pay, sustainable dividend
linked to long term growth objectives of the Company which includes
sustainable development of the Company along with maximization of
Shareholders'' Wealth.
SUBSIDIARY COMPANY
The Company has a subsidiary namely, Fedders Lloyd Trading FZE in Ras
Al Khaimah Free Trade Zone, U.A.E.. In terms of the General Circular
No. 2/2011dated February 8, 2011, issued by Ministry of Corporate
Affairs, Government of India under Section 212(8) of the Companies Act,
1956, granting general exemption to companies from attaching financial
statements of subsidiaries, subject to fulfillment of conditions stated
in the Circular, Financial Statement of the Subsidiary is not attached
to the Balance Sheet of the Company. The Company will make available
the Annual Accounts of the subsidiary to any of the member of the
Company who may be interested in obtaining the same. The annual
accounts of the subsidiary will also be kept open for inspection at the
Registered Office of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
As required by Clause 41 of the Listing Agreement with the Stock
Exchanges, Consolidated Financial Statements of the Company and its
subsidiary as prepared in accordance with Accounting Standard AS-21 on
''Consolidated Financial Statements'', as issued by the Institute of
Chartered Accountants of India, is attached herewith and the same
together with Auditors'' Report thereon forms part of the Annual Report
of the Company.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted
/ renewed any fixed deposits from public pursuant to the provisions of
Section 58A or 58AA of the Companies Act 1956 read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS
The Board comprises of Five (5) Directors with two (2) Executive
Directors one of whom is Managing Director and three (3) are Non
Executive Independent Directors.
During the year, there was change in composition of the Board. Mr.
Tulsi Vansh Prakash Punj, Non-Executive Non Independent Director has
resigned with effect from May 11, 2012 due to his health reasons and
Mr. Sham Sunder Kumar, Non-Executive Independent Director ceased to be
director with effect from June 06,2012 due to his sad demise. The
Directors place on record their sincere appreciation of the valuable
services rendered by Mr. TVP Punj and Late Mr. Kumar during their long
tenure on the Board.
In terms of Articles of Association of the Company read with Section
256 of the Companies Act, 1956, AVM (retd.) Surjit Krishan Sharma, will
retire by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. The Board of
Directors of the Company commends his re-appointment. His brief resume
including expertise, shareholding in the Company and details of other
directorships as stipulated under Clause 49 of the Listing Agreement
with the Stock Exchanges forms part of the Notice of the ensuing Annual
General Meeting.
The Board of Directors recommends his re-appointment for approval of
Shareholders in the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors'' Report thereon, it is hereby
confirmed that:
a. in the preparation of the annual accounts for the year under
review, the applicable accounting standards had been followed.
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 or
loss of the Company for that year.
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. that the directors had prepared the annual accounts on a going
concern basis.
AUDITORS AND AUDITORS'' REPORT
M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment.
The Company has received letter from the said auditors to the effect
that their appointment, if made, would be within the limits prescribed
under section 224(1B) of the Companies Act, 1956. Based on the
recommendations of the Audit Committee, the Board of Directors of the
Company proposes their re-appointment for approval of Shareholders in
the ensuing Annual General Meeting.
The observations made in the Auditors'' Report are self-explanatory and
do not call for any further comments under section 217 (3) of the
Companies Act, 1956.
CORPORATE GOVERNANCE
Enhancing Corporate Governance is on highest priority of your Company.
Your Company is committed to maintain the high standard of Corporate
Governance requirements as prescribed under clause 49 of the Listing
Agreement. A separate section on Corporate Governance together with a
certificate from the Auditors of the Company regarding full compliance
of conditions of Corporate Governance as stipulated under clause 49 of
the Listing agreement with the Stock Exchange(s) forms part of the
Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
While the Government undertakes extensive developmental initiatives
through a series of sectorial programmers, the business sector also needs
to take the responsibility of exhibiting socially responsible business
practice that ensures the distribution of wealth and well-being of the
communities in which the business operates. Your Company is already
taking part in CSR activities through its various programmers through
Pandit Kanahaya Lal Punj Trust, a philanthropic organization of LLOYD
Group to lead the CSR initiatives. The detail on CSR measures taken at
Company''s end is provided in the Corporate Social Responsibility
Section of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed Management Discussion and Analysis Report on
financial conditions and results of operations for the year under
review forms part of the Annual Report and is presented in a separate
section forming part of the Annual Report.
DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo in terms of Section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report Board of Directors) Rules, 1988 is given as annexure to
this report.
DISCLOSURE OF PARTICULARS OF EMPLOYEES
Information as per the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars of
Employees) Rules, 1975 is set out in the Annexure to the Directors''
Report.
LISTING OF EQUITY SHARES
The Equity Shares of your Company continue to be listed on National
Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd.
(BSE). The Annual Listing Fees for the year 2011-12 have been paid to
these stock exchanges.
QUALITY, HEALTH, SAFETY AND ENVIRONMENT
At Fedders Lloyd, Quality, Health, Safety and Environmental(QHSE)
responsibilities are integral to operations as a part of its objective
to improve quality, health, safety and environment in the work place.
Successfully managing Health, Safety & Environment (HSE) issues is an
essential component of our operations. Through observance and
encouragement of this policy, your Company assist in protecting the
environment and the overall well-being of all stakeholders. To drive
performance improvement, make progress and contribute to sustainable
development, your Company works in an integrated manner across the
areas of HSE. To emphasize our continuing commitment to HSE issues, we
adhere to HSE Principles. These Principles are the cornerstone of HSE
culture and address issues such as accountability, training,
communication, resources, engineering design, performance measurement,
and sustainable development.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Committed to good Corporate Governance practices, your Company fully
conforms to the standards set out by the Securities and Exchange Board
of India and other regulatory authorities and has implemented and
complied with all the regulatory stipulations. The Report on Corporate
Governance along with the Compliance Certificate in line with Clause 49
of the Listing Agreement validating our claim and the Report on
Management Discussion and Analysis are annexed and forms part of this
Annual Report.
Your Company in compliance with the requirements of the Listing
Agreement has also formulated and implemented a Code of Conduct for all
Board members and senior management personnel of the Company, who have
affirmed their compliance thereto.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has a proper, efficient & adequate internal control system.
It ensures that all the assets are safeguarded and protected against
loss from unauthorized use or disposition and the transactions are
authorized, recorded and reported correctly.
An effective programmer of internal audit and management review
supplements the process of internal control. Properly documented
policies, guidelines and procedures are laid down for this purpose. The
internal control system has been designed so as to ensure that the
financial and other records of the Company are reliable for preparing
the financial and other statements and for maintaining accountability
of assets of the Company.
The Company has also constituted an Audit Committee comprising of 3
(Three) directors having relevant experience and expertise, who
regularly interact with the Auditors in dealing with the matters
specified within its terms of reference. The Committee mainly deals
with accounting matters, financial reporting and internal controls.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company enjoyed a cordial Human Resource and Industrial
relationship for the FY 11-12. The Company lays strong emphasis on
attracting and retaining the best talent. Personal developmental
initiatives including training, both technical and managerial, are
regularly conducted to enhance human potential. The management is
committed to providing an empowered, performance oriented and
stimulating work environment to its employee to enable them realize
their full potential.
ACKNOWLEDGEMENTS
Your Directors are highly grateful for all the guidance, support and
assistance received from the Government of India, Government of various
states, Financial Institutions and Banks. Your Directors thank all
shareholders, esteemed customers, suppliers, business associates and
employees of the Fedders Lloyd for their faith, trust and confidence
reposed in the Company. Your Directors wish to place on record their
sincere appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to ensure that the
Company continues to grow and excel.
Your Directors would need this continued support to achieve the goals
they set for your Company in the years ahead.
For and on behalf of the Board of Directors
Place: New Delhi Brij Raj Punj
Date: November 28, 2012 Chairman & Managing Director
Jun 30, 2011
Dear Shareholders,
The Directors have immense pleasure in presenting their 55th Annual
Report and the audited Accounts for the year ended June 30, 2011.
FINANCIAL RESULTS
Key aspects of financial performance of the Company for the year
2010-11 are tabulated below:
(Rupees in Lacs)
Particulars Current year Previous year
2010-11 2009-10
Net Sales 84587.31 68509.57
Other Income 249.97 34.78
Total Income 84837.28 68544.35
Earnings before Interest, Depreciation,
and Tax 9159.20 7731.68
Profit before Taxes 5774.95 4953.54
Tax Expenses 1124.31 946.12
Profit after Tax 4650.64 4007.43
Balance brought forward from the
previous year 209.73 61.10
Amount available for appropriation 4860.37 4068.53
Appropriations
Proposed Dividend 461.55 307.70
Tax on proposed dividend 74.87 51.10
Transferred to General Reserve 3400.00 3500.00
Balance Carried forward to Balance Sheet 923.95 209.73
Earning Per Share (Rs.) 15.11 13.02
OPERATIONAL REVIEW
Your directors have pleasure to report that total income of the Company
has increased to Rs.84,837.28 Lacs i.e., 24% as compared to previous
year''s total income of Rs.68,544.35 Lacs. The Profit after tax rose to
Rs.4650.64 Lacs in 2010-11 i.e., by 16% over previous year''s Profit
after tax of Rs.4007.43 Lacs.
During the year, the net sales generated from Environmental Control
Systems business of the Company was Rs.47,315 Lacs while Steel
Structure & Engineering business of the Company contributed Rs.17,054
Lacs to the net sales of the Company and net sales generated from Power
Projects business was Rs.20,218 Lacs.
Your Company''s results show a well executed plan translated into robust
performance, which again proved the ability of your Company to deliver
consistent profitable growth. The enormous talent and capabilities
available with the Company enabled your Company to achieve a more
prominent position in the marketplace. The momentum in the business
growth was largely driven by excellent and focused project execution,
commitment for continuous innovation and quality deliverables.
DIVIDEND
Your Directors have pleasure in recommending a dividend of Rs.1.5 per
Equity Share of Rs.10/- each (15% on the paid- up equity share capital
of the Company) for the year ended June 30, 2011. The dividend, if
approved at the ensuing Annual general Meeting, shall absorb a sum of
Rs.461.55 Lacs (exclusive of dividend distribution tax of Rs. 74.87
Lacs). Last year, the Shareholders in last Annual General Meeting,
declared a dividend of 10% on the paid-up equity share capital of the
Company.
The dividend payout for the year under review has been formulated in
accordance with the Company''s policy to pay sustainable dividend linked
to long term growth objectives of the Company which include sustainable
development of the Company along with maximization of Shareholders''
Wealth.
SUBSIDIARY
The Company has a subsidiary namely, Fedders Lloyd Trading FZE in Ras
Al Khaimah Free Trade Zone, U.A.E. In terms of the General Circular No.
2/2011 dated February 8, 2011, issued by Ministry of Corporate Affairs,
Government of India, under Section 212 (8) of the Companies Act, 1956,
granting general exemption to companies from attaching financial
statements of subsidiaries, subject to fulfillment of conditions stated
in the circular, Financial Statement of the subsidiary is not attached
to the Balance Sheet of the Company. The Company will make available
the Annual Accounts of the subsidiary to any member of the Company who
may be interested in obtaining the same. The annual accounts of the
subsidiary will also be kept open for inspection at the Registered
Office of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
As required by Clause 41 of the Listing Agreement with the Stock
Exchanges, Consolidated Financial Statements of the Company and its
subsidiary as prepared in accordance with Accounting Standard AS-21 on
''Consolidated Financial Statements'', as issued by the Institute of
Chartered Accountants of India, is attached herewith and the same
together with Auditors'' Report thereon forms part of the Annual Report
of the Company.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted
/ renewed any fixed deposits from public pursuant to the provisions of
Section 58A or 58AA of the Companies Act 1956 read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS
There was no change in the composition of the Board of Directors of the
Company during the year under review. In accordance with the provisions
of the Companies Act, 1956 and Articles of Association of the Company,
Mr. Sham Sunder Dhawan and Mr. Ajay Dogra retire from office by
rotation, and being eligible, offer themselves for reappointment.
A brief resume including their expertise, shareholding in the Company
and details of other directorships of these directors as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges forms
part of the Notice of the ensuing Annual General Meeting.
The Board of Directors recommends the aforesaid appointments for
approval of Shareholders in the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors'' Report thereon, it is hereby
confirmed that:
a. in the preparation of the annual accounts for the year under
review, the applicable accounting standards had been followed.
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 or
loss of the Company for that year.
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. that the directors had prepared the annual accounts on a going
concern basis. AUDITORS AND AUDITORS'' REPORT
M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment.
The Company has received letter from the said auditors to the effect
that their appointment, if made, would be within the prescribed limits
under Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of the
said Act. Based on the recommendations of the Audit Committee, the
Board of Directors of the Company proposes their re-appointment for
approval of Shareholders in the ensuing Annual General Meeting.
The observations made in the Auditors'' Report are self-explanatory and
do not call for any further comments under Section 217 (3) of the
Companies Act, 1956.
CORPORATE GOVERNANCE
Enhancing Corporate Governance is on highest priority of your Company.
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements as prescribed under Clause 49 of the Listing Agreement
with the Stock Exchange(s). A separate section on Corporate Governance
together with a certificate from the Auditors of the Company regarding
full compliance of conditions of Corporate Governance as stipulated
under Clause 49 of the Listing agreement with the Stock Exchange(s)
forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY Â CARING FOR THE SOCIETY
As your Company continues to serve its consumers, it does not overlook
its responsibility towards society. It has been your Company''s
privilege to extend a supporting hand to those in need. Each division
of the Company endeavors to contribute its bit to the betterment of the
society. The detail on CSR measures taken at Company''s end is provided
in the Corporate Social Responsibility Section of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed Management Discussion and Analysis Report on
financial conditions and results of operations for the year under
review forms part of the Annual Report and is presented in a separate
section forming part of the Annual Report.
DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo in terms of Section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is given as annexure
to this report.
DISCLOSURE OF PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars of Employees)
Rules, 1975 as amended, the particulars of employees is set out in the
Annexure to the Directors'' Report.
LISTING OF EQUITY SHARES
The Equity Shares of your Company continue to be listed on National
Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd.
(BSE). The Annual Listing Fees for the year 2011-12 have been paid to
these stock exchanges.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company believes and considers its human resources as the most
valuable asset. The management is committed to providing an empowered,
performance oriented and stimulating work environment to its employees
to enable them realize their full potential. With a view to enhance
employees'' skills, the Company had provided various functional training
during the year. Your Company seeks to achieve its goal through
alignment of employees'' goals with your Company''s vision and
appreciating employees efforts through reward and recognition.
Industrial Relations were maintained cordial through out the year.
ACKNOWLEDGEMENTS
Your directors would like to express their appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and members of the
Company during the year under review. Your Directors also wish to place
on record their deep sense of appreciation for the committed services
by the executives, staff and workers of the Company.
Your Directors would need this continued support to achieve the goals
they have set for your Company in the years ahead.
For and on behalf of the Board of Directors
Place: New Delhi Brij Raj Punj
Date : December 1, 2011 Chairman & Managing Director
Jun 30, 2010
The Directors have pleasure in presenting the 54th Annual Report along
with the Audited Annual Accounts for the year ended on June 30,2010.
Financial Results
(Rs. in Lacs)
Particulars Current year Previous year
2009-10 2008-09
Net Sales 68509.57 46021.75
Other Income 34.78 64.02
Total Income 68544.35 46085.77
Earnings before Interest,
Depreciation, and Tax 7731.69 2948.82
Profit before Tax 4953.54 1403.40
Provision for Taxation 946.11 271.83
Profit after Tax 4007.43 1131.57
Balance brought forward from the
previous year 61.10 89.52
Amount available for appropriation 4068.53 1221.09
Appropriations:
Proposed Dividend 307.70 307.70
Tax on proposed dividend 51.10 52.29
Transferred to General Reserve 3500.00 800.00
Balance Carried forward to
Balance Sheet 209.73 61.10
Earning Per Share (Rs.) 13.02 3.68
Operating Results and Business
Performance
During the year ended on June 30,2010,your Company has recorded
commendable growth in terms of sales and Profitability. The net sales
increased from Rs. 46021.75 Lacs during the previous year to Rs.
68509.57 Lacs during the year under review, registering a growth of
48.86%. The Net Profit after providing interest, depreciation and tax
amounted to Rs. 4007.43 Lacs as against Rs. 1131.57 Lacs during the
previous year, registering an increase of 254. 15%. The Company set
benchmarks in terms of operational and financial performance. Your
Companys commitment to innovation, consistency and integrity has
strengthened your Companys position in its entire business domains.
During the year, the HVAC&R business of the Company contributed Rs.
45741.02 Lacs to the Net Sales of the Company while the Steel
Structures & Engineering business of the Company contributed Rs.
14457.16 Lacs and the Power Projects business, which was commenced
during the year 2009, added Rs. 8311.39 Lacs to the Net Sales of the
Company.
A detailed discussion on the operation and performance for the year is
given in the ÂManagement Discussion and Analysis report included as a
separate section to this report.
Dividend
Your Directors have recommended a dividend of Re 1/- per equity share
of Rs. 10/- each (10% on the paid-up equity share capital of the
Company) for the year ended on June 30, 2010. The dividend, if
approved at the ensuing Annual General Meeting, shall absorb a sum of
Rs. 307,69,700/- exclusive of dividend distribution tax.
In the last Annual General Meeting, the Shareholders declared a
dividend of 10% on paid-up capital of the Company.
Subsidiary
In terms of the provisions of Section 212 of the Companies Act, 1956,
the audited Financial Statements of the subsidiary namely, Fedders
Lloyd Trading FZE, U.A.E. alongwith the statement pursuant to Section
212 of the Companies Act, 1956, are attached hereto and form part of
the Annual Report.
Consolidated Financial Statements
As required by Clause 41 of the Listing Agreement with the Stock
Exchanges, Consolidated Financial Statements of the Company and its
subsidiary as prepared in accordance with the Accounting Standard AS-21
on Consolidated Financial Statements, as issued by the Institute of
Chartered Accountants of India, is attached herewith and the same
together with Auditors Report thereon forms part of the Annual Report
of the Company.
Fixed Deposits
During the year under review, your Company has not invited or
accepted/renewed any fixed deposits from public pursuant to the
provisions of Section 58A or 58AAof the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975.
Directors
There was no change in the composition of the Board of Directors of the
Company during the year under review. In accordance with the provisions
of the Companies Act, 1956 and Articles of Association of the Company,
Mr. Krishan Lall and Mr. Surjit Krishan Sharma retire from office by
rotation, and being eligible, offer themselves for reappointment.
A brief resume including their expertise, shareholding in the Company
and details of other directorships of these directors as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges forms
part of the Notice of the ensuing Annual General Meeting.
The Board of Directors recommends the aforesaid appointments for
approval of Shareholders in the ensuing Annual General Meeting.
Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors Report thereon, it is hereby confrmed
that:
a. in the preparation of the annual accounts for the year under
review, the applicable accounting standards had been followed.
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 or loss
of the Company for that year.
c. the directors had taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. that the directors had prepared the annual accounts on a going
concern basis.
Auditors and Auditors Report
M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors
of the Company retire at the conclusion of ensuing Annual General
Meeting and being eligible, offer themselves for reappointment. The
Company has received letter from the said auditors to the effect that
their appointment, if made, would be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956. Based on the
recommendations of the Audit Committee, the Board of Directors of the
Company proposes their re-appointment for approval of Shareholders in
the ensuing Annual General Meeting.
The observations made in the Auditors Report are self-explanatory and
do not call for any further comments under Section 217(3) of the
Companies Act, 1956.
Corporate Governance
A separate section on Corporate Governance together with a certifcate
from the Auditors of the Company regarding full compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchange(s) forms part of the Annual
Report.
Corporate Social Responsibility
Your Company has seen this decade as a period of high growth and
emergence of its business having signifcant recognition among the
stakeholders.The Indian business sector is generating wealth and value
for its stakeholders since independence of the Country but
simultaneously the Nation is facing problems like poverty,
unemployment, illiteracy, malnutrition.Your Company recognizes the need
of the day for its active philanthropy and its responsibility of
exhibiting socially responsible business practices which will
contribute towards interest of the stakeholders and society.Your
Company respects the interest of,and is responsive towards all
stakeholders, including shareholders, employees, customers, suppliers
and society at large.
Your Company ensures its business system governed by Ethics,
Transparency and Accountability.Your Company provides a safe, hygienic
and humane environment to its employees.Their skills are nurtured on
regular basis by imparting them with training for their career
advancement, on an equal and non-discriminatory basis.Your Company is
well aware about the need to take measures for prevention of pollution,
reduction of waste, managing the resources in optimal and sustainable
manner.The actions are further instituted to ensure that your Company
remains benchmarked in these areas.
Management Discussion and Analysis
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed Management Discussion and Analysis Report on
financial conditions and results of operations for the year under review
forms part of the Annual Report and is presented in a separate section
forming part of the Annual Report.
Disclosure of Information with regard to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo Information
relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo in terms of Section 217(1)(e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 is given as annexure to
this report.
Disclosure of Particulars of Employees
Information as per the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars of
Employees) Rules, 1975 is set out in the Annexure to the Directors
Report.
Listing of Equity Shares
The Equity Shares of your Company continue to be listed on National
Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd.
(BSE). The Annual Listing Fees for the year 2010-11 have been paid to
these Stock Exchanges.
Human resource and Industrial Relations
Your Company has created a favorable work environment which encourages
innovation and meritocracy amongst the employees.Your Company ensures
attracting best talents and provides for fostering of talents. HR
initiatives provide continuous learning, sharpening the skills and
talents of the people and leadership development through training
programs, HR processes and systems. Industrial Relations were
maintained cordial throughout the year.
Acknowledgements
The Board acknowledges with gratitude the continued co-operation,
assistance, patronage, trust and support provided to the Company, its
products & services by its valued Customers.Your Directors also place
on record their sincere gratitude for the assistance and co-operation
received from the Government, other statutory bodies, strategic
partners of the Company, business associates, banks, financial
institutions and shareholders.
Your Directors also place on record the deep sense of appreciation for
the committed services of the employees of the Company.
For and on behalf of the Board of Directors
Place: New Delhi Brij Raj Punj
Date: December 02, 2010 Chairman & Managing Director
Jun 30, 2009
The Directors have pleasure in presenting the 53rd Annual Report along
with the Audited Annual Accounts for the year ended June 30, 2009.
Financial Results
(Rupees in Lacs)
Particulars Current year Previous year
2008-09 2007-08
Net Sales 46021.75 44601.52
Other Income 64.02 75.77
Total Income 46085.77 44677.29
Earnings before Interest, Depreciation
and Tax 2948.82 3082.86
Profit before Taxes 1403.40 2063.68
Provision for Taxation 271.83 137.20
Profit after Tax 1131.57 1926.48
Balance brought forward from the
previous year 89.52 63.04
Amount available for appropriation 1221.09 1989.52
Appropriations:
Proposed Dividend 307.70
Tax on proposed dividend 52.29
Transferred to General Reserve 800.00 1900.00
Balance Carried forward to Balance Sheet 61.10 89.52
Earning Per Share (Rs.) 3.68 6.26
Operating Results and Business Performance
The year 2008-09 witnessed an unforeseen economic crisis; however your
Company has successfully navigated through this economic turbulence.
During the year ended June 30, 2009, your Company registered net
turnover of Rs. 46021.75 Lacs as against Rs. 44601.52 Lacs during the
corresponding year ended June 30, 2008 registering an increase of
3.18%. The profit after tax stood at Rs. 1131.57 Lacs during the year
under review as compared to Rs. 1926.48 Lacs during the corresponding
previous year registering a decline of 41.26%. The revenue and
profitability was impacted by the overall slowdown in the economy
coupled with soaring raw material prices for major part of the year
under review.
Your Company continues to focus on sustaining growth in emerging
markets, cost optimization and efficient management of working capital.
Dividend
Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per
equity shares of Rs. 10/- each) on the paid-up equity share capital for
the year ended June 30, 2009 as against nil dividend in the previous
year. The dividend, if approved at the ensuing Annual general Meeting,
shall absorb a sum of Rs. 307,69,700 exclusive of dividend distribution
tax.
Subsidiary
During the previous year ended June 30, 2008, your Company established
a wholly owned subsidiary namely- Fedders Lloyd Trading FZE in Ras Al
Khaimah Free Trade Zone, U.A.E. for carrying out the imports, exports,
trading in electric goods, consumer durable goods. Air Conditioners &
components, steel fabrication items, etc. The operations of the
subsidiary were started during the year under review. In terms of the
provisions of Section 212 of the Companies Act, 1956, audited Financial
Statements of the subsidiary are attached hereto and forms part of the
Annual Report.
Consolidated Financial Statements
As required by Clause 41 of the Listing Agreement with the Stock
Exchanges, Consolidated Financial Statements of the Company and its
subsidiary as prepared in accordance with Accounting Standard AS-21 on
Consolidated Financial Statements, as issued by the Institute of
Chartered Accountants of India, is attached herewith and the same
together with Auditors Report thereon forms part of the Annual Report
of the Company.
Commissioning of plant at Pant Nagar, Uttarakhand
In the month of October 2009, your Company has successfully
commissioned the plant at Pant Nagar, Uttarakhand, where various
packages of incentives have been provided by the Government of India
including 100% outright excise duty exemption for a period of 10 years
from the date of commercial production and 100% income tax exemption
for initial period of 5 years and thereafter 30% for a further period
of five years from the date of commercial production. The plant is
meant for production of air conditioners, electronic items, sheet metal
components and other engineering items
Fixed Deposits
During the year under review, your Company has not invited or accepted
/ renewed any fixed deposits from public pursuant to the provisions of
Clause 58A or 58AA of the Companies Act 1956 read with Companies
(Acceptance of Deposits) Rules, 1975.
Directors
There was no change in the composition of the Board of Directors of the
Company during the year under review. In accordance with the
provisions of the Companies Act, 1956 and Articles of Association of
the Company, Mr. Tulsi Vansh Prakash Punj and Mr. Sham Sundar Kumar
retire from office by rotation, and being eligible, offer themselves
for re-appointment.
A brief resume including their expertise, shareholding in the Company
and details of other directorships of these directors as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges forms
part of the Notice of the ensuing Annual General Meeting.
The Board of Directors recommends the aforesaid appointments for
approval of Shareholders in the ensuing Annual General Meeting.
Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors Report thereon, it is hereby
confirmed that:
a. in the preparation of the annual accounts for the year under
review, the applicable accounting standards had been followed.
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 or
loss of the Company for that year.
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. that the directors had prepared the annual accounts on a going
concern basis.
Auditors and Auditors Report
M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors
of the Company retire at the conclusion of ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. The
Company has received letter from the said auditors to the effect that
their appointment, if made, would be with in the limits prescribed
under Section 224(1 B) of the Companies Act, 1956. Based on the
recommendations of the Audit Committee, the Board of Directors of the
Company proposes their re-appointment for approval of Shareholders in
the ensuing Annual General Meeting.
The observations made in the Auditors Report are self-explanatory and
do not call for any further comments under Section 217 (3) of the
Companies Act, 1956.
Corporate Governance
Your Company has duly complied with the provisions of the Corporate
Governance Code as prescribed under Clause 49 of the Listing Agreement
with the Stock Exchanges. A separate Section on Corporate Governance
together with a certificate from the Auditors of the Company regarding
full compliance of conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges forms
part of the Annual Report.
Management Discussion and Analysis
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed Management Discussion and Analysis Report on
financial conditions and results of operations for the year under
review forms part of the Annual Report and is presented in a separate
section forming part of the Annual Report.
Disclosure of Information with regard to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo
Information relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo in terms of Section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is given as annexure
to this report.
Disclosure of Particulars of Employees
Information as per the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars of
Employees) Rules, 1975 is set out in the Annexure to the Directors
Report.
Listing of Equity Shares
The Equity Shares of your Company continue to be listed on The National
Stock Exchange of India Ltd. (NSE) and The Bombay Stock Exchange Ltd.
(BSE). The Annual Listing Fees for the year 2009-10 have been paid to
these Stock Exchanges.
Human resource and Industrial Relations
Your Company has created a favourable work environment which encourages
innovation and meritocracy amongst the employees. Your Company ensures
attracting best talents and provides for fostering of talents. HR
initiatives provide continuous learning, sharpening the skills and
talents of the people and leadership development through training
programs, HR processes and systems. Industrial Relations were
maintained cordial through out the year.
Acknowledgements
Your Directors place on record their gratitude to the Government, other
statutory bodies, strategic partners of the Company, business
associates, banks, financial institutions and shareholders for their
assistance, co-operation and encouragement they extended to the
Company.
Your Directors place on record the sincere appreciation for significant
contribution made by the employees at all levels through their
dedication, hard work and commitment and look forward to their
continued support and unstinting efforts in ensuring an excellent all
round operational performance in years ahead.
For and on behalf of the Board of Directors
Place: New Delhi Brij Raj Punj
Date: November 20, 2009 Chairman & Managing Director
Jun 30, 2008
The Directors have pleasure in presenting the 52nd Annual Report of
your Company, with the audited statement of accounts for the year ended
June 30, 2008.
Financial Results
(Rupees in Lacs)
Particulars Current year Previous year
2007-08 2006-07
Net Sales 4601.52 34835.05
Other Income 75.77 11.13
Total Income 4677.29 34846.18
Earnings before Interest,
Depreciation and Tax 3082.85 2933.85
Profit before Taxes 2063.68 2102.31
Provision for Taxation 137.20 277.60
Profit after Tax 1926.48 1824.71
Balance brought forward from
the previous year 63.04 89.52
Less: Short provision for the
proposed dividend of last year
including tax thereon - 91.22
Amount available for appropriation 1989.52 1823.01
Appropriations:
Proposed Dividend - 307.70
Tax on proposed dividend - 52.28
Transferred to General Reserve 1900.00 1400.00
Balance carried forward to Balance Sheet 89.52 63.04
Earning Per Share 6.26 5.93
Operating Results and Business Performance
The year 2007-08 represents yet another year of sustained growth. The
total income of the Company during the year under review was Rs.
44677.29 Lacs as against Rs. 34846.18 Lacs during the previous year
registering an increase of 28.21%. The Earnings before Interest,
Depreciation and Tax was Rs. 3082.85 Lacs for year ended June 30, 2008
as against Rs. 2933.85 Lacs during the previous year ended June 30,
2007 [increase by 5.08%]. The profit after Tax during the year under
review was Rs. 1926.48 Lacs as against Rs. 1824.71 Lacs during the
previous year [increase by 5.58%].
Your Company is a well established name in Heating, Ventilation,
Air-Conditioning and Refrigeration (HVACR) Industry. The Company has
presence in all types of air conditioning needs to provide customized
AC solutions to large number of corporate and commercial customers as
well as institutional, industrial and government organizations. During
the year, your Company continued with its stride on the development of
several new products for the niche segments of Railways, Defence,
Mining, Telecom, Buses and Trucks.
The consumer electronic retail division of the Company which was
established during the previous year includes wide range of consumer
durable products and appliances. The Company is strengthening its
distribution channel through out the Country for its retail division.
Companys foray into Structural Steel Fabrication. Design & Erection
Also, your Company has recently ventured into new line of business
namely, Structural Steel Fabrication, Design and Erection catering to
structural steel buildings having focus on turn key solutions, i.e.,
design, manufacturing, construction, civil works & maintenance,
scaffolding catering to construction and infrastructure in domestic as
well as overseas market, structural steel buildings such as power
plants, refineries, multistoried buildings and pre engineered buildings
like industrial sheds, warehouses, metro stations etc. Structural Steel
Fabrication and Scaffolding play a very important role in todays
construction industry. To keep pace with time, construction industry in
India has seen many important developments providing a huge market to
structural steel fabrication. Due to strong awareness to use
environment friendly materials, steel is gathering popularity as
temporary structures in the construction sector over the age-old
conventional material such as wood and bamboo etc. The Company has
started its operations in Structural Steels after the end of the year
under review; hence segment wise reporting is not applicable for the
year 2007-08.
Considering the existing and strong line of business of the company
coupled with its recent diversification into structural steel
fabrication segment, your company foresees better business prospects in
the future ahead.
Establishment of wholly owned subsidiary in Ras Al Khaimah Free Trade
Zone, U.A.E.
During the year under review, your Company has established a wholly
owned subsidiary-Fedders Lloyd Trading, Free Zone Establishment (FZE)
in Ras Al Khaimah Free Trade Zone, U.A.E. for carrying out the imports,
exports, trading in Electrical goods, consumer durable, Air
Conditioners, A.C. Components, steel fabrication items, etc. The
operations of Fedders Lloyd Trading FZE were not started during the
year under review. However, the operations of the Wholly Owned
Subsidiary have started in the month of August, 2008.
A statement pursuant to Section 212 of the Companies Act, 1956 relating
to subsidiary company is appended to the Annual Report and thus forms
part of the Annual Report.
Dividend
Your Company is continuously growing in terms of its existing line of
business. Also, it has recently diversified its business into
Structural Steel Fabrication, Design and Erection. Considering the
expansion plans and requirement of financing the expansions, your
Directors do not propose any dividend for the year ended June 30, 2008.
The Company has declared a dividend @ 10% on the paid up equity share
capital of the Company for the previous year ended June 30, 2007.
Fixed Deposits
During the year under review, the Company has not accepted and/or
renewed any fixed deposits from public under section 58A or 58AA of the
Companies Act 1956 read with Companies (Acceptance of Deposits) Rules,
1975.
Repayment of Financial Institutions Loan
During the year, your Company has repaid entire dues of IFCI Ltd.
including entire Term Loan and interest amount there on. As on date,
the Company does not owe any sum of money to IFCI Ltd.
Directors
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. K. Lall, Director of the Company is
liable to retire by rotation and being eligible, offers himself for
re-appointment.
During the year, the Board of Directors had appointed Mr. S.S. Dhawan
as an additional and Whole Time Director of the Company with effect
from April 26, 2008 subject to approval of the members. The Company has
received a notice with the deposit prescribed under Section 257 of the
Companies Act, 1956 from a member of the Company signifying his
intention to propose the appointment of Mr. S.S. Dhawan as Director of
the Company at the ensuing Annual General Meeting of the Company.
Mr. S.K. Sharma and Mr. Ajay Dogra were appointed as additional
Directors of the Company by the Board of Directors with effect from
April 26, 2008 and November 25, 2008, respectively. As per provisions
of the Companies Act, 1956, they hold office upto the date of
forthcoming Annual General Meeting of the Company. Respective notices
under Section 257 of the Companies Act, 1956, proposing the
appointments of Mr. S.K. Sharma and Mr. Ajay Dogra as Directors of the
Company at the ensuing Annual General Meeting have been received.
The Board of Directors recommends the aforesaid appointments for
approval of Shareholders in the ensuing Annual General Meeting.
During the year under review, Ms. Shalini Soni was appointed as nominee
by IFCI Ltd. on the Board of Directors of the Company in place of Mr.
Sanjay Behari effective April 26, 2008. Consequent upon repayment of
entire dues, IFCI had withdrawn the nomination of its representative
from the Board of Directors of the Company vide its letter dated July
8, 2008 and in terms of the Loan Agreement executed with the Company.
Directors Responsibility Statement
Pursuant to the provisions of section 217(2AA) of the Companies Act,
1956 and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors Report thereon, it is hereby
confirmed that:
a. in the preparation of the annual accounts for the year under
review, the applicable accounting standards had been followed.
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 or
loss of the Company for that year.
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 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.
Auditors and Auditors Report
M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors
of the Company retire at the conclusion of ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received a
certificate from the said auditors to the effect that their
appointment, if made, would be with in the limits prescribed under
section 224(1 B) of the Companies Act, 1956. The Board recommends their
re-appointment for approval of Shareholders in the ensuing Annual
General Meeting.
The observations of the Auditors as contained in the Auditors Report
read with Notes on Accounts are self explanatory and do not call for
any further clarification.
Corporate Governance
Report on corporate governance as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges forms part of this Annual
Report. A certificate from the auditors of the Company regarding
compliance of conditions of corporate governance as stipulated under
Clause 49 of the Listing Agreement also forms part of this Annual
Report.
Management Discussion and Analysis
Management Discussion and Analysis Report on financial conditions and
results of operations for the year under review, as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges, is
presented in a separate section forming part of the Annual Report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars relating to energy conservation, technological
absorption, foreign exchange earnings and outgo required to be
disclosed as per section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given as annexure to this report.
Disclosure of Particulars of Employees
The information in terms of the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
of Employees) Rules, 1975 is given as annexure to this report.
Listing of Securities
Your Companys shares are listed at the Bombay Stock Exchange Limited
and National Stock Exchange Limited and the Annual Listing Fees for the
year 2007-08 has been paid to these stock exchanges.
Industrial Relations
Your Company acknowledges the inherent capabilities of its work force.
The people at Fedders Lloyd possess diverse backgrounds, talents,
experiences, and interests. Companys HR focuses to create an
environment of continuous capability building and to sharpen the
talents of the people, hone their talents, and enhance their innovative
and entrepreneurial talents through various HR processes and systems.
The Company continued to maintain cordial Industrial Relations through
out the year.
Acknowledgements
Your directors acknowledge the continued co-operation and support
received from Shareholders, participating Financial Institutions and
Banks, Customers, Suppliers, Dealers, Distributors and Business
Associates.
Your Directors also thank various government authorities, departments,
agencies and ministries for their co- operation.
Your Directors appreciate and value the contribution made by employees
of the Company for their co-operation and support.
For and on behalf of the Board of Directors
Place: New Delhi Brij Raj Punj
Date : November 25, 2008 Chairman & Managing Director
Jun 30, 2007
The Directors have pleasure in presenting the 51st Annual Report and
the audited accounts of your company for the year ended 30th June 2007.
SUMMARISED FINANCIAL RESULTS
(Rupees in million)
Particulars Current year Previous year
2006-07 2005-06
Sales 3500.30 2798.66
Total Income 3484.62 2784.35
Gross profit before depreciation 234.34 149.14
Less: Depreciation 24.11 16.73
Provision for taxation including
deferred tax 27.76 10.77
Profit after tax 182.47 121.64
Balance brought forward from the
previous year 8.95 6.03
Less: Short provision for the proposed
dividend of last year 8.00 -
Less: Short provision for tax on proposed
dividend of last year 1.12 -
Profit available for appropriation 182.30 127.67
Interim Dividend - 14.54
Tax on Interim Dividend - 2.04
Proposed Dividend 30.77 16.61
Tax on proposed dividend 5.22 2.33
Transferred to General Reserve 140.00 83.20
Balance Carried forward to Balance Sheet 6.30 8.95
RESULTS OF OPERATIONS
Turnover for the year has increased by 25.07 per cent from Rs. 2798.66
millions in the previous year to Rs. 3500.30 millions, registering an
impressive growth. During the year, the Company has recorded a net
profit of Rs. 182.47 millions as compared to Rs. 121.64 millions in the
previous year, evidencing a growth of 50%.
BUSINESS OPERATIONS
Your company is a well established name in Indian HVAC Industry which
is trusted by generations. Your company is having a niche in providing
customized AC solutions for institutional clients like railways,
defense, telecom and other commercial clients. Continuing its growth
trend, your company entered into the following business segment during
the year:
Entry in Retail Segment
This year your company has forayed into consumer electronics and home
appliances segment. The Company offers a wide range of products under
the "Lloyd" brand with Crystal Wave Technology which includes Air
Conditioners, Microwave ovens, DVD players, & LCD TVs. The size of the
Indian consumer durables industry in the retail sector stands at US$
4.5 billion. The product range offered by the Company assures
perfection in design & engineering, best quality & services with latest
technology and providing value for money to its valued customers.
The consumer durable Industry in India is highly competitive and has
seen a proliferation of national as well international brands and
product categories in recent years. To capture the ever growing and
highly potential consumer durable market, your company is focusing on
creating an extensive dealers and distribution network in major cities
across the
country. The Company is looking forward to enter into distributorship
agreement with national/international entities to explore and confine
the astounding potential of the consumer durable market.
DIVIDEND
The dividend policy of your company is based on the policy of rewarding
the shareholders with cash dividend and of conserving the resources to
meet out the companys investment needs for its growth plans. Keeping
in view the Companys need for capital, its growth plans, its intent to
finance such plans and also rewarding its shareholders, the Board of
Directors has recommended a dividend of 10% on the paid up capital of
the Company. If approved at the forthcoming Annual General Meeting
shall be paid to those shareholders whose names appear in the Register
of Members as at the closing hours of business on 26th December 2007.
In respect of shares held in electronic form, the dividend will be paid
on the basis of beneficial ownership furnished by Depositories viz.,
NSDL/CDSL for this purpose.
The Register of Members and Share Transfer Books of the Company will
remain closed from 27th December 2007 to 29th December 2007 (both days
inclusive).
EQUITY SHARE CAPITAL
Consequent to exercise of conversion option by holders of 1,00,00,000
warrants belonging to promoter/non promoter group, the Company has
allotted 1,00,00,000 equity shares of Rs. 10/- each at a premium of Rs.
20/- per share during the year under review. Accordingly, the paid-up
capital of the Company stands increased to Rs. 30,76,97,000/-. The
balance consideration of 90% of the issue price was received from the
warrant holders within time period stipulated under SEBI (Disclosure &
Investor Protection) Guidelines, 2000.
FIXED DEPOSITS
During the year under review the Company has not accepted any fixed
deposits from public under section 58A or 58AA of the Companies Act
1956 read with Companies (Acceptance of Deposits) Rules, 1975.
DIRECTORS
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. Sham Sunder Kumar, Director of the
Company is liable to retire by rotation and being eligible, offers
himself for re-appointment.
The Board of directors in their meeting held on 28th November, 2007 had
re-appointed Mr. Brij Raj Punj as the Managing Director of the Company
for a further term of five years w.e.f. 24.12.2007. The re-appointment
is subject to the approval of shareholders.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of the provisions of section 217(2AA) of the Companies Act,
1956 and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors Report thereon, it is hereby
confirmed that:
(i) in the preparation of the annual accounts for the year under
review, the applicable accounting standards had been followed.
(ii) 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 or
loss of the company for that period.
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv) the directors had prepared the annual accounts on a going concern
basis.
AUDITORS
M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors
of the Company retire at the conclusion of ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received
letters from the said auditors to the effect that their appointment, if
made, would be with in the limits prescribed under section 224(1 B) of
the
Companies Act, 1956. It is accordingly proposed to appoint M/s Suresh
C. Mathur & Co., Chartered Accountants as the Statutory Auditors for
the year 2007-08.
The observations of the Auditors as contained in the Auditors Report
read with Notes on Accounts are self explanatory and do not call for
any further clarification.
CORPORATE GOVERNANCE
The Company persistently follows and implements the best of practices
of corporate governance. A separate section on Corporate Governance
forms part of the Annual Report. A certificate from the auditors of the
Company regarding compliance of conditions of corporate governance as
stipulated under clause 49 of the Listing Agreement is also form part
of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report is given as a
separate statement in the Annual Report and forms part of the Annual
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information relating to energy conservation, technological
absorption, foreign exchange earnings and outgo required to be
disclosed as per section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report Board of Directors)
Rules, 1988 is given as annexure to this report.
PARTICULARS OF EMPLOYEES:
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars of Employees) Rules, 1975 and
forming part of the Directors Report is given as under:
A. Employed for the whole year and were in receipt of remuneration
which was not less than Rs. 24,00,000/- p.a. in aggregate : NIL
B. Employed for part of the year and were in receipt of remuneration
which was not less than Rs. 2,00,000/- p.m. in aggregate : NIL
LISTING OF SECURITIES
At present the Equity Shares of the Company are listed at Bombay Stock
Exchange Limited and National Stock Exchange Limited. The Annual
Listing Fees for the Financial Year 2006-07 has been paid to the above
stock exchanges.
INDUSTRIAL RELATION
The company places a great deal of confidence on its excellent pool of
Human Resources, which it realizes is the key to its future growth
strategy, improved organizational productivity and performance. The
Company continued its efforts to further align the HR policies,
processes and initiatives and maintains cordial industrial relations.
ACKNOWLEDGEMENTS
Your directors take this opportunity to take on record their sincere
appreciation for the co-operation and assistance the Company has
received from various Government authorities and ministries, financial
institutions, bankers, suppliers and business associates. The Board
also places on record its appreciation for the devoted services of the
employees and for the confidence reposed and continuous patronage of
its valued customers and shareholders.
For and on behalf of the Board of Directors
Sd/-
Place: New Delhi Brij Raj Punj
Date : 28.11.2007 Chairman & Managing Director
Jun 30, 2006
ANNUAL REPORT 2005-2006
DIRECTORS' REPORT
Dear Shareholders,
Your Directors are pleased to present the FIFTIETH ANNUAL REPORT of your
Company alongwith the Audited Annual Accounts for the year ended 30th June
2006.
FINANCIAL RESULTS
Rs. in Million
Particulars Current Year Previous Year
2005-2006 2004-2005
Sales 2798.66 2405.86
Total Income 2799.84 2407.20
Gross profit before depreciation 149.14 107.41
Less: Depreciation 16.73 19.20
Provision for taxation including deferred tax 10.77 8.20
Profit after tax 121.64 80.01
Balance brought forward from the previous year 6.03 6.02
Profit available for appropriation 127.67 86.03
Transferred to General Reserve 83.20 80.00
Balance Carried forward to Balance Sheet 8.95 6.03
RESULTS OF OPERATIONS
During the year under review, the gross revenue of the Company increased to
Rs. 2799.84 million as compared to Rs. 2407.20 million in the previous
year, registering an impressive growth. The net profit after taxation
provision rose from Rs. 80.01 million in the previous year to Rs. 121.64
million during the year under review, evidencing a growth of 52%.
DIVIDEND
The Board of Directors recommends a final dividend Of 8% on the paid up
capital of the Company. The final dividend is in addition to the interim
dividend of 7% paid by the Company In February 2006. Thus, the total
dividend for the year 2005-2006 is 15%. The final dividend of 8%, if
approved at the forthcoming Annual General Meeting shall be paid to those
shareholders whose names appear in the Register of Members as on the book
closure date at the closing hours of business on 27th December 2006. In
respect of shares held in electronic form, the dividend will be paid on the
basis of beneficial ownership furnished by Depositories viz., NSDL/CDSL for
this purpose.
The Register of Members and Share Transfer Books of the Company will remain
closed from 28th December 2006 to 30th December 2006 (both days inclusive).
BUSINESS OPERATIONS
The Year 2005-06 has been a defining year for the Company in many ways.
This is the 50th Annual Report of the Company since the date when the
Company came into existence. A pioneer in Air-conditioning industry
combined with an impressive growth focus saw the company entering new
business segments and new markets.
Reviewing the significant events and milestones faced by your Company
during the current year, the Company achieved following significant
developments:
Diversification in Real Estate Development
With the growing economic developments in the country, the major emphasis
is on the real-estate development across the country. Real-Estate
development had lead to employment generation and given reign to domestic
entrepreneurial talent and accelerated the country's GDP growth to
unprecedented levels. There is a significant size of investments earmarked
by the government and there are tremendous opportunities in the sector for
private players to contribute in the nation's growth.
As a step towards embarking with the growth and expansion plans, your
company has vision to broaden its activity base by diversifying into Real-
Estate development and sustain a healthy growth rate.
The Company has earmarked the sector and foresees the Real Estate
Development vertical to create new source of revenues and growth for the
Company. The key focus areas of vertical includes but not limited to
development of residential and commercial complex.
Your Company had acquired land in certain locations and is in advanced
stages of acquiring land in various other places across the Globe for
similar ventures. Your Company is also looking forward for the
establishment of Wholly Owned Subsidiary in UAE for the development of
township, construction of residential and commercial purposes.
Your company strongly believes that diversification in Real Estate will
help create value for shareholders.
Setting up of new manufacturing facility
Presently, your Company has manufacturing facility at Disttt. Gautam Budh
Nagar, Noida and Kala-Amb, Himachal Pradesh. The Company is in the process
of setting up of a new plant at Pantnagar, Uttaranchal for manufacture of
Split A.C., Window A.C. Vehicular Bodies and structures. This plant is
likely to be operational by June, 2007.
FIXED DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from public under section 58A or 58AA of the Companies Act, 1956
read with Companies (Acceptance of Deposits) Rules, 1975.
DIRECTORS
Pursuant to the provisions of the Companies Act, 1956 and the Articles of
Association of the Company, Mr. Tulsi Vansh Prakash Punj, Director of the
Company is liable to retire by rotation and being eligible, offers himself
for re-appointment.
Mr. Tulsi Vansh Prakash Punj is a Non-Executive Director on the Board of
Directors of the Company. He has been associated with the Company for more
than a decade. He has a rich and vast experience in the industry. Your
directors recommend his reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of section 217(2AA) of the Companies Act, 1956,
and to the best of their knowledge and belief and according to the
information and explanations obtained and save as mentioned elsewhere in
this Report, the attached Annual Accounts and the Auditors' Report thereon,
your Directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable accounting
standards had been followed.
(ii) 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 or loss of the
Company for that period.
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.
(iv) the directors had prepared the annual accounts on a going concern
basis.
AUDITORS
M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors of
the Company retire at the conclusion of ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. A certificate under
section 224(1) of the Companies Act, 1956 regarding their eligibility for
the proposed re-appointment has been obtained from them. Your Directors
recommend their re-appointment.
The observations of the Auditors as contained in the Auditor's Report read
with Notes on Accounts are self explanatory and do not call for any further
clarification.
CORPORATE GOVERNANCE
Your Company gives utmost importance to good Corporate Governance and has
been complying with the requirements of Listing Agreement with the Stock
Exchanges. A report on Corporate Governance and Management Discussion and
Analysis is included as a part of Directors' Report.
A certificate from the Auditors' of the Company regarding the compliance
with the conditions of Corporate Governance as stipulated under Clause 49
of the Listing Agreement is attached to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Information as per section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report Board of Directors)
Rules, 1988 is given as annexure to Directors' Report.
PARTICULARS OF EMPLOYEES:
Information as per section 217(2A) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars of Employees Rules, 1975 and forming
part of the Directors' Report is given as under:
A. Employed for the whole year and were in receipt of remuneration which
was not less than Rs. 24,00,000/- p.a. in aggregate,
NIL
B. Employed for part of the year and were in receipt of remuneration which
was not less than Rs. 2,00,000/- p.m. in aggregate,
NIL
LISTING OF SECURITIES
At present the Equity Shares of the Company are listed at Bombay Stock
Exchange Limited and National Stock Exchange of India Limited.
INDUSTRIAL RELATION
The Company values and appreciates the dedication which its employees have
contributed towards improved performance during the year under review. The
Company continued to maintain harmonious employee relations and both
parties sustained their efforts towards improvement of organizational
productivity, quality and overall operational flexibility, leading to the
committed performance at all levels.
ACKNOWLEDGMENTS
Your Directors wish to convey their appreciation to all the Company's
employees for their enormous personal efforts as well as their collective
contribution to the Company's record performance.
Your Directors acknowledge with gratitude the co-operation and support
extended by Industrial Finance Corporation of India (IFCI) Ltd., State Bank
of India, State Bank of Patiala, State Bank of Hyderabad and other bankers,
Central and State Governments and other concerned agencies.
Your Directors also take this opportunity to convey their thanks to the
Company's valued customers, shareholders, suppliers and all other business
associates for the continuous support given by them to the Company and
their confidence reposed in the management.
For and on behalf of the Board of Directors
For Fedders Lloyd Corporation Ltd.
Sd/-
Place : New Delhi Brij Raj Punj
Date : 28.11.2006 Chairman-cum-Managing Director
ANNEXURES TO THE DIRECTORS' REPORT
Statement pursuant to section 217(1)(e) of the Companies Act, 1956 and the
Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 forms part of this report for the year ended 30th June, 2006.
A. CONSERVATION OF ENERGY
Your Company has been continuously monitoring the measures for conservation
of energy at all levels of production. The Company keeps incurring cost for
upgrading its technology for conservation of energy and hopes to maintain
the trend in future also.
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:-
The Company continues to use the latest technologies for improving the
productivity and quality of its services and products. The R&D division
works on the following objectives and areas ;
1. Improvement of product quality and process efficiency.
2. Optimizing production efficiency.
3. Developing and producing eco-friendly air-conditioners.
4. Diversify the product range.
5. Cost reduction and economical efficient production.
C. EXPENDITURE INCURRED FOR RESEARCH AND DEVELOPMENT
Capital Expenditure NIL
Revenue Expenditure Charged out as expenses through the
respective heads of accounts.
D. FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earned Nil
Foreign Exchange outgo Nil
Jun 30, 2005
The Directors are pleased to present the 49m Annual Report of your
Company alongwith the Audited Accounts for the year ended 30th June
2005.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars Current year Previous Year
2004-05 2003-04
Turnover 24071.99 20919.77
Gross profit before depreciation 1074.75 607.60
Less : Depreciation 192.04 214.47
Provision for taxation including deferred tax 82.00 51.67
Profit after tax 800.71 341.46
Balance brought forward from the previous year 60.25 1658.79
Profit available for appropriation 942.96 2051.92
Transferred to General Reserve 800.00 1940.00
Balance Carried forward to Balance Sheet 60.31 60.25
DIVIDEND
Keeping in view the increased working capital requirements for various
projects of the Company, your directors are constrained not to
recommend any dividend for the year under review.
PERFORMANCE
During the year under review performance of the Company has improved.
Sales and other income for the financial year ending 30th June 2005
increased to Rs. 24071.99 Lacs as against Rs. 20919.77 Lacs during last
year. Net profit after tax for the year under report is Rs. 800.71 Lacs
against the last year figure of Rs. 341.46 Lacs.
FIXED DEPOSITS
During the year under review the Company has not accepted any fixed
deposits from public under section 58A or 58AA of the Companies Act
1956 read with Companies (Acceptance of Deposits) Rules, 1975.
DIRECTORS
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. K.Lall, Director of the Company is
liable to retire by rotation and being eligible, offer himself for
reappointment.
Mr. Lall is a Fellow Member of the Institute of Company Secretaries of
India and of the Institute of Cost and Works Accountants of India. Mr.
Lall posses over thirty five years of experience in working with large
industrial houses and has wide experience in financial management and
planning, institutional finance for new projects, modernisation of
existing plants, working capital management, legal and commercial laws.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act 1956, the
directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed.
(ii) the directors had selected such accounting policies and applied
them consistently and made judgements 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 or
loss of the company for that period.
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv) the directors had prepared the annual accounts on a going concern
basis.
AUDITORS
M/s Suresh C. Mathur & Co., Chartered Accountants, statutory auditors
of the Company retire at the conclusion of ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have given certificates as required under section 224(1B) of the
Companies Act, 1956.
The observations of the Auditors as contained in the Auditor's Report
read with Notes on Accounts are self explanatory and do not call for
any further clarification.
CORPORATE GOVERNANCE
The Company has been pro-active in following the principles and
practices of Corporate Governance. The Company has taken adequate steps
to ensure that the conditions of Corporate Governance as stipulated in
clause 49 of the Listing Agreement with the Stock Exchanges are
complied with.
Auditors' Certificate on compliance of the conditions of Corporate
Governance is enclosed as annexure and forms part of the Corporate
Governance Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as per section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given as Annexure-I to Directors' Report.
PARTICULARS OF EMPLOYEES
The statement showing the particulars of employees as required under
section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 as amended to date, is given as
Annexure-II to Directors' Report.
LISTING OF SECURITIES
During the year under review, the Company got its Equity Shares
delisted from the Delhi Stock Exchange Association Limited w.e.f. 20th
January 2005.
Further, in order to provide better liquidity to the shareholders of
the Company, the equity shares of the Company have been listed on
National Stock Exchange Limited w.e.f. 15m September 2005. Accordingly
the Company's Equity Share's are now listed at Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
HUMAN RESOURCES/INDUSTRIAL RELATION
The Company recognizes that a large part of its success is attributed
to the excellent human resource base created over the years. It
continues to maintain harmonious and cordial relations with its
employees in all its divisions, which is reflected in the quality of
Company's business strategy, customer relationships, manufacturing
systems, strong project management & commercial skills, financial
health and product development capabilities.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation and gratitude for the
overwhelming co-operation and assistance received by the Industrial
Finance Corporation of India (IFCI) Ltd., State Bank of India, State
Bank of Patiala, State Bank of Hyderabad and other bankers, Central and
State Governments and other concerned agencies. The Directors are
grateful for the continued co-operation and support given to the
company by the valued customers, distributors, investors, business
associates, vendors, regulatory and governmental authorities. Your
Directors also thank the employees at all levels, who through their
dedication, co-operation, support and smart work have enabled the
company to achieve a rapid growth.
On behalf of the Board of Directors
of FEDDERS LLOYD CORPORATION LIMITED
BRIJ RAJ PUNJ
CHAIRMAN-CUM-MANAGING DIRECTOR
Place: New Delhi
Date: 30,11.2005
ANNEXURE TO THE DIRECTORS' REPORT
ANNEXURE-I
Statement pursuant to section 217(1)(e) of the Companies Act, 1956 and
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 forms part of this report for the year ended 30m
June, 2005.
A. CONSERVATION OF ENERGY:
The Company has been continuously monitoring the measures for
conservation of energy at all levels of production. The Company keeps
incurring cost for upgrading its technology for conservation of energy
and hopes to maintain the trend in the future also.
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
The Company has a strong R&D bas. The R&D division of the Company plays
a major role in your Company. The R&D division works on the following
objectives:
1. Developing and producing eco-friendly air-conditioners
2. Improve the quality of production.
3. Diversify the product range.
4. Measures to reduce the cost.
C. EXPENDITURE INCURRED FOR RESEARCH AND DEVELOPMENT:
Capital Expenditure : NIL
Revenue Expenditure : Charged out as expenses through the respective
heads of accounts.
D. FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earned : Nil
Foreign Exchange outgo : Rs. 15,245,509.00
Jun 30, 2004
The directors have pleasure in presenting the Forty Eighth Annual
Report of our Company alongwith the Audited Accounts for the year ended
30th June 2004.
FINANCIAL RESULTS
RUPEES IN LACS
Current Year Previous Year
2003-2004 2002-2003
Turnover 20919.77 17843.26
Gross profit before depreciation 607.60 499.85
Less Depreciation 214.47 191.82
Provision for taxation including deferred tax 51.67 10.38
Profit after tax 341.46 297.65
Balance brought forward from the previous year 1658.79 1391.14
Profit available for appropriation 2051.92 1699.17
Transferred to General Reserve 1940.00 30.00
Balance Carried forward to Balance Sheet 60.25 1658.79
DIVIDEND
Keeping in view the increased working capital requirements for various
projects of the Company, your directors are constrained not to
recommend any dividend for the year under review.
PERFORMANCE
The year under review reported an increase in the Sales and the Net
Profit figures. Sales and other income for the financial year ending
30th June 2004 aggregated to Rs. 20919.77 Lacs against the last years
figure Rs. 17843.26 Lacs. Net profit after tax for the year under
review is Rs. 341.46 Lacs against the last year figure of Rs. 297.65
Lacs.
FIXED DEPOSITS
The Company has not accepted any fixed deposits as per section 58A of
the Companies Act, 1956 read with Companies (Acceptance of Deposits)
Rules, 1975.
DIRECTORS
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Shri S.S. Kumar, Director of the Company
is liable to retire by rotation and being eligible, offer himself for
reappointment.
Shri P.N. Swaminathan, the erstwhile Nominee Director of the Company
has been replaced by Shri Sanjay Behari by IFCI Ltd. w.e.f.30.10.2004.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors hereby states as under:
(i) that in preparation of the annual accounts, the applicable
accounting standards had been followed.
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements 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 or loss of the company for that period.
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv) that the directors had prepared the annual accounts on a going
concern basis.
AUDITORS
M/s Suresh C. Mathur & Co., Chartered Accountants, statutory auditors
of the Company retire at the conclusion of ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have given certificates as required under section 224(1B) of the
Companies Act, 1956.
The observations of the Auditors as contained in the Auditor's Report
read with Notes on Accounts are self explanatory and do not call for
any further clarification.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from the
Statutory Auditors has been included in the Annual Report detailing the
compliances of Corporate Governance norms as enumerated in clause 49 of
the Listing Agreement with the Stock Exchanges.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information as per section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure-I, forming part of this
report.
PARTICULARS OF EMPLOYEES:
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 and forming part
of the Directors' Report is given as under:
A. Employed for the whole year and were in receipt of remuneration
which was not less than Rs. 24,00,000/- p.a. in aggregate,
NIL
B. Employed for part of the year and were in receipt of remuneration
which was not less than Rs. 2,00,000/- p.m. in aggregate.
NIL
LISTING OF SECURITIES
The securities of the company are listed on Delhi Stock Exchange
Association Ltd and The Stock Exchange, Mumbai. In accordance with the
resolution passed by the Shareholders in the forty seventh Annual
General Meeting held on 14th February, 2004, applications were made to
the Regional Stock Exchanges at Uttar Pradesh and Delhi, seeking
delisting of the equity shares of the Company from the said exchanges.
In response to this application, the shares of the company have been
voluntarily delisted from U.P. Stock Exchange (Regional) w.e.f.
21.09.2004. However, the company is in the process of getting its
shares delisted from Delhi Stock Exchange as well.
HUMAN RESOURCES/INDUSTRIAL RELATION
The Company recognizes that a large part of its success is attributed
to the excellent human resource base created over the years. It
continued to maintain harmonious and cordial relations with its
employees in all its divisions, which is reflected in the quality of
Company's business strategy, customer relationships, manufacturing
systems, strong project management and commercial skills, financial
health and product development capabilities.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation and gratitude for the
overwhelming co-operation and assistance received by the Industrial
Finance Corporation of India (IPCI) Ltd., State Bank of India, State
Bank of Patiala, State Bank of Hyderabad and other bankers, Central and
State Governments and other concerned agencies. The Directors are
grateful for the continued co-operation and support given to the
company by the valued customers, distributors, investors, business
associates, vendors, regulatory and governmental authorities. Your
Directors also thank the employees at all levels, who through their
dedication, co-operation, support and smart work have enabled the
company to achieve rapid growth.
On behalf of the Board of Directors
For FEDDERS LLOYD CORPORATION LIMITED
Sd/-
Place : New Delhi BRIJ RAJ PUNJ
Date : 29.11.2004 CHAIRMAN-CUM-MANAGING DIRECTOR
ANNEXURES TO THE DIRECTOR'S REPORT
ANNEXURE-1
Statement pursuant to section 217(1)(e) of the Companies Act, 1956 and
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 forms part of this report for the year ended
30th June, 2004.
A. CONSERVATION OF ENERGY:
The Company has been continuously monitoring the measures for
conservation of energy at all levels of production. The Company keeps
incurring cost for upgrading its technology for conservation of energy
and hopes to maintain the trend in the future also.
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
The Company has a strong R&D base and the R&D division of the Company
plays a major role in your Company. The R&D division works on the
following objectives:
1. Developing and producing eco-friendly air-conditioners.
2. Improve the quality of production.
3. Diversify the product range.
4. Measures to reduce the cost.
C. EXPENDITURE INCURRED FOR RESEARCH AND DEVELOPMENT
Capital Expenditure : NIL
Revenue Expenditure : Charged out as expenses through the
respective heads of accounts.
D. FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earned : Rs. 7844311.00
Foreign Exchange outgo : Rs. 13939574.00
Jun 30, 2003
The Directors have pleasure in presenting the Forty Seventh Annual
Report of your Company alongwith the Audited Accounts for the year
ended 30th June, 2003.
FINANCIAL RESULTS
[Rupees in Lacs]
Current Year Previous Year
2002-2003 2001-2002
Turnover 17843.26 15563.71
Gross profit before depreciation 499.85 854.55
Less Depreciation 191.82 205.32
Provision for taxation incl. deferred tax 10.38 37.50
Profit after tax 297.65 227.18
Balance brought forward from the previous year 1391.14 163.96
Profit available for appropriation 1699.17 1428.64
Transferred to General Reserve 30,00 -
Balance Carried forward to Balance Sheet 1658.79 1391.14
DIVIDEND
Keeping in view the increased working capital requirements for various
projects of the Company, your directors are constrained not to
recommend any dividend for the year under report.
PERFORMANCE
The year 2002-2003 showed a moderate improvement in the Indian economy.
Even though the markets for the company's products did grow, but the
competitive pressures remained very strong. To counter this pressure
there was an effective internal drive to control costs and expenses.
The outcome was that the total income showed a growth of 14.64%. The
company achieved a turnover of Rs. 17843.26 Lacs for the financial year
ending 30 June, 2003 against last years turnover of Rs. 15563.71 lacs.
FIXED DEPOSITS
The Company has not accepted any fixed deposits as per section 58A of
the Companies Act, 1956 and Rules made thereunder.
DIRECTORS
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Shri T.V.P. Punj, Director of the
Company, is liable to retire by rotation and being eligible offer
himself for re-appointment. Shri Bharat Raj Punj & Shri Pavanjit Singh,
Directors of the Company, resigned from the directorship w.e.f.
16.09.03 and Shri Sandeep Sethi, Director of the Company, resigned from
the directorship w.e.f. 01.05.03.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors hereby state as under:
(i) that in preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements 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 or loss of the company for that period.
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv) that the directors had prepared the annual accounts on a going
concern basis.
AUDITORS
M/s Suresh C. Mathur & Co., Chartered Accountants, statutory auditors
of the company retire at the conclusion of ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have given certificates as required under section 224(1B) of the
Companies Act, 1956.
With regard to the Auditors' Qualificiation in respect of provision for
the value of Unutilized Leave and Gratuity (Point No. 3(d) of the
Auditor's Report), the company is in the process of making the
necessary provision on accurual basis as per acturial valuation.
The observations of the Auditors as contained in the Auditor's Report
read with Notes on Accounts are self explanatory and do not call for
any further clarification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS
AND OUTGO
Information as per section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the report Board of
Directors) Rules, 1988 is given in Annexure 1 forming part of this
report.
PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars of Employees) Rules, 1975 and
forming part of the Directors' report is given as under:
A. Employed for the whole year and were in receipt of remuneration
which was not less than Rs. 24,00,000/- p.a. in aggregate,
NIL
B. Employed for part of the year and were in receipt of remuneration
which was not less than Rs. 2,00,000/- p.m. in aggregate,
NIL
LISTING OF SECURITIES
The securities of the company are listed on Delhi Stock Exchange
Association Ltd., Stock Exchange, Mumbai, Uttar Pradesh Stock Exchange
Association Ltd. (Regional). The Board of Directors in its meeting held
on 07.01.04 has decided to delist the shares of the Company from Uttar
Pradesh Stock Exchange Association Ltd. and Delhi Stock Exchange
Association Ltd., subject to shareholders approval in the Annual
General Meeting.
INDUSTRIAL RELATION
The Company continued to maintain harmonious and cordial relations with
its employees in all its divisions which enabled it to achieve higher
performance at all levels.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation and gratitude
for the support extended by the IFCI Ltd., State Bank of India, State
Bank of Patiala & State Bank of Hyderabad and other bankers, Central
and State Governments and other concerned agencies. The Directors are
grateful for the continued co-operation, assistance and support given
to the company by the valued customers, distributors, Suppliers and
Shareholders of the Company.
On behalf of the Board of Directors
FOR FEDDERS LLOYD CORPORATION LIMITED
Sd/-
Place : New Delhi BRIJ RAJ PUNJ
Date : 07.01.2004 CHAIRMAN CUM MANAGING DIRECTOR
ANNEXURE TO THE DIRECTOR'S REPORT
ANNEXURE 1
Statement pursuant to Section 217(I)(e) of the Companies Act, 1956 and
the Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 and forming part of the year ended 30th June,
2003:
A. CONSERVATION OF ENERGY:
Fodders Lloyd has contlnously been upgrading its technology in line
with national objective to conserve energy. Additional investments will
continue to be made by the Company in future also to meet these
objectives.
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
Your Company has developed air-conditioner products in many areas like
Rail coach air-conditioning, air-conditioners for telecom and defence
applications etc. All this was made possible due to strong R&D
capabilities of the Company. Research & Development at Fodders Lloyd
plays a key role and has the following broad objectives:
1. To take care of the changing needs of the customer.
2. To ensure that Company's products remain competitive.
Thus technology absorption and adaptation has been an ongoing process
at your Company.
EXPENDITURE INCURRED FOR RESEARCH AND DEVELOPMENT
Capital Expenditure : NIL
Revenue expenditure : Charged out as expenses through the
respective heads of accounts.
C FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earned : NIL
Foreign Exchange Outgo : 23.32 Lacs
Jun 30, 2002
Your directors have pleasure in presenting the Forty sixth Annual
Report of your Company alongwith the Audited Accounts for the year
ended 30th June 2002.
FINANCIAL RESULTS
RUPEES IN LACS
Current Year Previous Year
2001-2002 2000-2001
Turnover 15563.71 14453.32
Gross profit before depreciation 854.55 833.94
Interest (Net) 373.23 395.58
Depreciation 205.32 225.92
Preliminary Expenses written off 11.32 11.72
Profit for the year 264.68 201.12
Balance brought forward from the
previous year 1163.96 987.84
Profit available for appropriation 1428.64 1188.96
Appropriation
Provision for Income Tax 37.50 25.00
Balance Carried forward to Balance Sheet 1391.14 1163.96
DIVIDEND
Keeping in view the increased working capital requirements for various
project of the Company, your directors are constrained not to recommend
any dividend for the year under report.
PERFORMANCE
Due to global slowdown in the world economy after the event of 11 th
September, the operations of the company were affected for a while.
However, Sales and other income for the financial year ending 30th June
2002 aggregated to Rs. 15563.71 Lacs against the last years figure Rs.
14453.32 Lacs. Net profit before tax for the year under report is Rs.
264.68 Lacs against the last year figure of Rs. 201.11 Lacs.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits as per section 58A of
the Companies Act, 1956 and Rules made thereunder.
DIRECTORS
Mr. Brij Raj Punj has worked as Managing Director for a term of five
years w.e.f. 21.08.1987. He was re-appointed as a Managing Director for
a further period of five years with effect from 24.12.1992 after
obtaining approval from Deptt. Of Company Affairs vide letter No.
1/84/CL-VII/93 dated 07.06.1993 and again re-appointed for a further
period of five years w.e.f. 24.12.1997. Considering his vast
experience of almost two decades in this industry the Board of
Directors in their meeting held on 30th October 2002 has appointed him
Managing Director of the Company subject to the approval of Member in
General Meeting and approval of Central Govt., if so required.
Therefore, your directors are seeking your approval as per resolution
proposed under special business in the notice of this meeting.
Mr. K. Lall was appointed as an Additional Director of the Company by
the Board of Directors in their meeting held on 30th January 2002.
Considering his professional experience, your directors are seeking
year approval as per resolution proposed under special Business in the
notice of this meeting.
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Shri Pavanjit Singh and Shri S. S.
Kumar. Directors of the company are liable to retire by rotation and
being eligible, offers themselves for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby states as under:
(i) that in preparation of the annual accounts, the applicable
accounting standards had been followed.
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements 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 or loss of the company for that period.
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv) that the directors had prepared the annual accounts on agoing
concern basis.
AUDITORS
M/s Suresh C. Mathur & Co., Chartered Accountants, statutory auditors
of the company retire at the conclusion of ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have given certificates as required under section 224(18) of the
CompaniesAct, 1956.
With regard to the Auditors Qualification in respect of provision for
the value of unutilised leave and gratuity (Point No. 3 (iv) of the
Auditors Report), the company will hence forth make the necessary
provision on accrual basis as per actuarial valuation.
The other observations of the Auditors as contained in the Auditors
Report read with Notes on Accounts are self explanatory and do not call
for any further clarification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information as per section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the report of Board of
Directors) Rules. 1988 is given in Annexure-1, forming part of this
report.
PARTICULARS OF EMPLOYEES:
Information as per section 217(2A) of the Companies Act, 1956 read with
the companies (Disclosure of Particulars of Employees) Rules, 1975 and
forming part of the Directors report is given as under:
A. Employed for the whole year and were in receipt of remuneration
which was not less than Rs. 12.00.000/- p.a. in aggregate,
NIL
B. Employed for part of the year and were in receipt of remuneration
which was not less than Rs. 1,00,000/- p.m. in aggregate, NIL
LISTING OF SECURITIES
The securities of the company are listed on Delhi Stock Exchange, Stock
Exchange, Mumbai and U.P. Stock Exchange (Regional).
INDUSTRIAL RELATION
The Company continued to maintain harmonious and cordial relations with
its employees in all its divisions which enabled it to achieve higher
performance at all levels.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation and gratitude
for the support extended by the Industrial Development Bank of India
(IDBI), IFCI Ltd., State Bank of India, State Bank of Patiala, State
Bank of Hyderabad and other bankers, Central and State Governments and
other concerned agencies. The Directors are grateful for the continued
co-operation, assistance and support given to the company by the valued
customers, distributors. Suppliers and Shareholders of the Company.
On behalf of the Board of Directors
For FEDDERS LLOYD CORPORATION LIMITED
Sd/-
Place: New Delhi BRIJ RAJ PUNJ
Date: 30.09.2002 CHAIRMAN-CUM-MANAGING DIRECTOR
ANNEXURES TO THE DIRECTORS REPORT
ANNEXURE-I
Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956
and the companies (Disclosure of Particulars in the Report of the Board
of Directors) Rules, 1988 and forming part of the Directors Report for
the year ended 30th June, 2002:
A. CONSERVATION OF ENERGY:
Your company maintains highest priority in line with the National
objective of continuing efforts for energy conservation. Additional
investments will continue to be made in these areas in future.
B. TECHNOLOGY ABSORPTION:
Your company has developed Air-conditioner products in many new areas
like Rail coach air-conditioning, Air-conditioners for Telecom and
Defence applications etc. All this was made possible due to strong R&D
capabilities of the company. Research and Development at Fedders Lloyd
plays a key role and has the following broad objectives:
1. To take care of the changing needs of the customer.
2. To ensure that companys products remain competitive.
For meeting these objectives, R&D works in close co-ordination with
Marketing and Project departments and is always customer driven.
PRODUCTS DEVELOPED DURING THE YEAR
Following is the list of products developed during the year under
review:
1. Roof Mounted air-conditioner for rail coach.
2. Ductable Split Air-conditioner.
3. Liquid chiller for process cooling & comfort air-conditioning
FUTURE PLAN OF ACTION
Quite a few new product development/existing product improvement
projects are on the anvil. Important among them is:
1. Bus air-conditioner
2. Refrigeration unit for cold room
3. Water cooler instant/storage type
4. A new generation Roof Mounted Package air conditioner for rail coach
EXPENDITURE ON R. & D DURING THE PERIOD
Capital Expenditure : NIL
Revenue Expenditure : 5.09 Lacs
B. FOREIGN EXCHANGE EARNINGS & OUTGO
During the year total Foreign Exchange earnings from exports was NIL
and Foreign Exchange Outgo was Rs. 27.78 Lacs.
Jun 30, 2001
Your directors have pleasure in presenting the Forty fifth Annual
Report of your Company alongwith the Audited Accounts for the year
ended 30th June 2001.
FINANCIAL RESULTS
RUPEES IN LACS
2000-2001 1999-2000
Turnover 14453.32 16179.95
Gross Profit before depreciation 833.94 1056.60
Interest (Net) 395.58 394.87
Depreciation 225.92 244.18
Preliminary Expenses written off 11.32 11.32
Profit for the year 201.12 406.23
Balance brought forward from the
previous year 987.84 641.61
Profit available for appropriation 1188.96 1047.84
Appropriation
Provision for Income Tax 25.00 60.00
Transferred to General Reserve NIL NIL
Balance carried forward to Balance Sheet 1163.96 987.84
DIVIDEND
Keeping in view the increased working capital requirements, due to
shifting of factory from Kalkaji, New Delhi to NOIDA, U.P to comply
with the Supreme Court Ruling regarding relocation of Industrial
Polluting Units, your directors are constrained not to recommend any
dividend for the year under report.
PERFORMANCE
Due to shifting of factory from Kalkaji, New Delhi to NOIDA, U.R, the
whole operations were affected. Sales and Other Income for the
Financial Year ending 30th June, 2001 aggregated to Rs. 14453.32 Lacs.
Net Profit before tax for the Year ended 30th June, 2001 is Rs. 201.11
Lacs.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits as per section 58A of
the Companies Act, 1956 and Rules made thereunder.
LOSSES DUE TO SHIFTING OF KALKAJI UNIT
The auditor's qualification in respect of accounting treatment of the
aforesaid, costs of shifting (Note No. 17 of the Schedule 'N' of Notes
on Accounts) is based on conservative accounting policy. But from the
practical point of view, these costs are extra-ordinary in nature and
therefore could be recovered over a period of time so that the results
of the company do not present a skewed picture.
DIRECTORS
Mr. Sandeep Sethi was appointed as an Additional Director of the
Company by the Board of Directors in their meeting held on 29th Jan.,
2001. Considering his professional background as an advocate, your
directors are seeking your approval as per resolution proposed under
Special Business in the notice of this meeting.
During the year Mr. R N. Swaminathan was nominated by Industrial
Finance Corporation of India Ltd. (IFCI) as their Director on the Board
of the Company. Board of directors welcomes him to the Board of
company.
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. Bharat Raj Punj - Director of the
Company is liable to retire by rotation and being eligible, offers
himself for reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors hereby states as under :
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed.
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements 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 or loss of the company for that period.
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
(iv) that the directors had prepared the annual accounts on a going
concern basis.
AUDITORS
M/s Suresh C. Mathur & Co., Chartered Accountants, statutory auditors
of the company retire at the conclusion of ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have given certificate as required under section 224(1 B) of the
Companies Act, 1956.
The observation of the Auditors in respect of Note No. 17 of the
Schedule 'N' of Notes on Accounts has been clarified by the Directors
as above.
The other observations of the Auditors as contained in the Auditor's
Report read with Notes on Accounts are self explanatory and do not call
for any further clarification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the report of Board of
Directors) Rules, 1988 is given in Annexure - I, forming part of this
report.
PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars of Employees) Rules, 1975 and
forming part of the Directors' Report is given as under:
A. Employed for the whole year and were in receipt of remuneration
which was not less than Rs. 12,00,000/- p.a. in aggregate. NIL
B. Employed for part of the year and were in receipt of remuneration
which was not less than Rs. 1,00,000 p.m. in aggregate. NIL
LISTING OF SECURITIES
The securities of the company are listed on Delhi Stock Exchange, Stock
Exchange, Mumbai, and U. R Stock Exchange (Regional). The company has
paid the listing fees to all the above stated Stock Exchanges for the
year 2001-2002.
INDUSTRIAL RELATION
The company continued to maintain harmonious and cordial relations with
its employees in all its divisions which enabled it to achieve higher
performance at all levels.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation and gratitude
for the support extended by the Industrial Development Bank of India
(IDBI), Industrial Finance Corporation of India (IFCI), State Bank of
India, State Bank of Patiala, State Bank of Hyderabad and other
bankers. Central and State Governments and other concerned agencies.
The Directors are grateful for the continued cooperation, assistance
and support given to the company by the valued Customers, Distributors,
Suppliers and Shareholders of the Company
On behalf of the Board of Directors
of FEDDERS LLOYD CORPORATION LTD.
Place : New Delhi (BRIJ RAJ PUNJ)
Date : 28.11.2001 CHAIRMAN
ANNEXURES TO THE DIRECTORS' REPORT
Statement pursuant to Section 217(1)(e) of the companies Act, 1956 and
the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 and forming part of the Directors' Report for
the year ended 30th June, 2001:
A. CONSERVATION OF ENERGY :
Your company maintains highest priority in line with the National
objective of continuing efforts for energy conservation. Additional
investments and proposals, if any, will be implemented for reduction of
consumption of energy. Studies to reduce energy consumption is an
ongoing process and suitable investments will continue to be made in
these areas in future.
B. TECHNOLOGY ABSORPTION :
Your company has developed Air-conditioner and Refrigeration products
in many new areas like Rail coach air-conditioning. Air-conditioners
for Telecom and Defence applications etc. All this was made possible
due to strong R&D capabilities of the company. Research and
Development at Fedders Lloyd plays a key role and has the following
broad objectives:
1. to take care of the changing needs of the customer.
2. to ensure that company's products remain competitive.
For meeting these objectives, R&D works in close co-ordination with
Marketing and Project departments and is always customer driven.
PRODUCTS DEVELOPED DURING THE YEAR :
Following is the list of Products developed during the year under
review:
1. Water cooled Packaged Air Conditioners (5 to 15TR)
2. High Sensible Cooling models for telecom application.
3. Air Pressurization systems for Defence.
4. Compact 15TR Packaged Air Conditioner.
5. Self contained package unit.
FUTURE PLAN OF ACTION :
Quite a few new product development/existing product improvement
projects are on the anvil. Important among them are :
1. Value engineering models of Packaged air conditioners.
2. A new generation Roof Mounted Packaged air conditioner for rail
coach.
3. Value engineered models of Deductable Split Air-conditioner.
C. EXPENDITURE INCURRED FOR RESEARCH AND DEVELOPMENT :
Capital Expenditure : NIL
Revenue Expenditure : Rs.9.82 Lacs
D. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :
1. The Company's R&D Centre is focussed on improving the competitive
edge of the products by continuous improvements in existing products
and processes, development of new assimilation of newer technologies.
2. The company has not imported any technology during the last five
years.
E. FOREIGN EXCHANGE EARNING AND OUTGOINGS :
During the year total Foreign Exchange Earning from exports was Rs.
4.70 Lacs and Foreign Exchange Outgo was Rs. 56.09 Lacs.
Jun 30, 2000
It gives us great pleasure in presenting the Forty Fourth Annual Report
of your Company alongwith the Audited Accounts for the Year ended 30th
June, 2000.
FINANCIAL RESULTS RUPEES IN LACS
Current Year Previous Year
1999-00 1998-99
Turnover 16179.95 15189.73
Gross profit 1056.60 949.05
Interest(Net) 394.87 293.80
Depreciation 244.18 253.75
Preliminary Expenses written off 11.32 11.32
Profit for the Year 406.23 390.18
Balance brought forward from the
previous year 641.61 301.43
Profit available for appropriation 1047.84 691.61
APPROPRIATIONS :
Provision for Income Tax 60.00 50.00
Transferred to General Reserve NIL NIL
Balance carried forward 987.84 641.61
DIVIDEND
Considering the increased working capital requirements, your directors
are constrained not to recommend any dividend tor the year under
report.
PERFORMANCE
Inspite of stiff competition in the market, the operational performance
continued its upward trend. Sales and other income for the financial
Year ended 30th June, 2000 aggregated to Rs. 16179.95 lacs as against
Rs. 15189.73 lacs during the previous year.
Net Profit before tax for the Year ended 30th June, 2000 is Rs. 406.23
lacs as against Rs. 390.18 lacs in the previous year.
DEMATER1ALISATION OF EQUITY SHARES
According to a Circular No.SMDRP/POLICY/CIR-23/2000 dated 29th May,
2000 issued by SEBI, the trading of Company's shares would be
compulsory in dematerialised form w.e.f. 29th Jan., 2001. However,
keeping in view the interest of its shareholders, the
Company on its own has initiated the dematerialisation process on
voluntary basis due to which Company's shares have already been
activated in Demat Mode both in the National Securities Depository Ltd
(NSDL) and Central Depository Services (India) Ltd.
(CDSIL) under ISIN NO.INE24901011.
In-house Share Registery (A unit of a.o.k. In-house Securities Ltd.) 3,
Community Centre, Naraina, Phase-l, Near Payal Cinema, New Delhi-110028
has been appointed as Registrar and Share Transfer Agent to provide
their services for Electronic Shares.
ISO 9002 CERTIFICATION OF KALKAJI UNIT
The Company's unit situated at 2, Industrial Area, Kalkaji, New Delhi
has received ISO 9002 certification from Dutch Council for
Accreditation(RVA), Netherlands. This unit was audited for compliance
to the standards by Standardization, Testing & Quality Certification
Directorate (STQC), a Government of India agency under Ministry of
Electronics which recommended the award of certificate to RVA. The
certificate provides an assurance that the Company has documented and
effectively installed a quality assurance system in line with ISO 9002
international standard.
BaaN ERP SOLUTION AT KALKAJI UNIT
Company's Kalkaji unit has gone "live" on BaaN ERP (Enterprise
Resources Planning) solution. An ERP solution offers an integrated
information management system for the whole organization and is fast
becoming an indispensable tool for a modern day enterprise. ERP
solutions have been developed by years of research and by benchmarking
on some of the best organizations in the world. By implementing an ERP,
the organization not only benefits from integrated information system,
but also its business processes are re- engineered in line with these
best office practices. BaaN ERP is considered to be a benchmark for
discrete manufacturing industry. Tangible benefits include better
inventory management and lower inventory costs, shorter manufacturing
lead times, information integrity, a host of MIS reports that aid in
planning etc. Kalkaji unit will derive benefits of BaaN in the years to
come.
FIXED DEPOSITS
Your company has not accepted any fixed deposit as per Section 58A of
the Companies Act, 1956 and Rules made thereunder.
DIRECTORS
Pursuant to the provisions of the Companies Act,1956 and the Articles
of Association of the Company, Mr. T.V.P.Punj -Director of the Company
is liable to retire by rotation and being eligible, offers himself for
reappointment.
Mr. Manohar KumarThairani has resigned and expressed his inability to
continue as Director as well as Whole-time Director of the Company.
Board places on record the valuable contribution made by Mr.Manohar
Kumar Thairani during his tenure.
AUDITORS
M/s Suresh C. Mathur & Co., Chartered Accountants, Auditors of the
company retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. They have
given certificate as required under section 224(18) of the Companies
Act, 1956.
The observation of the Auditors as contained in the Auditor's Report
read with Notes on Accounts are self explanatory and do not call for
any further clarification.
LISTING OF SECURITIES
The securities of the company are listed on Delhi Stock Exchange,Stock
Exchange, Murnbai.and U.P.Stock Exchange(Regional).
The company has paid the listing fees to all the above stated Stock
Exchanges for the Year 2000-2001.
The Shares of the company are also being traded as Permitted Securities
on the National Stock Exchange of India Ltd.
Y2K COMPLIANCE
Your company had a smooth transition to the Year 2000.
INDUSTRIAL RELATIONS
The company continued to maintain harmonious and cordial relations with
its employees in all its divisions which enabled it to achieve higher
performance at all levels.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation and gratitude
for the support extended by the Industrial Development Bank of
India(IDBI), Industrial Finance Corporation of India (IFCI), State Bank
of India, State Bank of Patiala, State Bank of Hyderabad and other
Bankers.Central and State Government and other concerned agencies.The
Directors are grateful for the continued cooperation, assistance and
support given to the Company by the valued Customers, Distributors,
Suppliers and the Shareholders of the Company.
On behalf of the Board of Directors
PLACE: New Delhi, (BRIJ RAJ PUNJ)
DATE : 27.11.2000. CHAIRMAN
ANNEXURE TO THE DIRECTORS'REPORT
Statement pursuant to Section 217(1)(e) of the Companies Act,1956 and
the Companies(Disclosure of particulars in the Report of the Board of
Directors) Rules,1988 and forming part of the Directors' Report for the
Year ended 30th June, 2000.
A. CONSERVATION OF ENERGY :
Fedders Lloyd is committed to providing products that are environment
friendly and energy efficient.The Company is preparing itself for the
phase out of CFCs in all its products by first quarter of 2001. The
CFCs are the major cause of depletion of the atmospheric Ozone layer
that protects earth from harmful ultra violet rays of the Sun. Fedders
Lloyd was one of the first to develop a new range of packaged air
conditioners as per new BSNL, over their life. The 7TR model has
received approval from BSNL.
B. TECHNOLOGY ABSORPTION :
Fedders Lloyd has pioneered development of Air-conditioner and
Refrigeration products in many new areas like Rail coach
airconditioning, Ail-conditioners for Telecom and Defence applications
etc. All this was made possible due to strong R&D capabilities of the
company. Research and Development at Fedders Lloyd plays a key role and
has the following broad objectives:
1. to take care of the changing needs of the customer.
2. to ensure that company's products remain competitive.
For meeting these objectives, R&D works in close co-ordination with
Marketing and Project departments and is always customer driven.
PRODUCTS DEVELOPED DURING THE YEAR
Following is the lis! of Products developed during the year under
review :
1. Water cooled Packaged Air Conditioners (5 to 15TR).
2. High Sensible Cooling models for telecom application.
3. Air cooled and Water cooled chillers.
4. A compact 15TR air cooled Packaged Air Conditioner.
FUTURE PLANS OF ACTION
Quite a few new product development/existing product improvement
projects are on the anvil. Important among them are :
1. A new range of chillers(air and water cooled).
2. Value engineered models of Packaged air conditioners.
3. A new generation Roof Mounted Packaged airconditioner for rail
coach.
4. Smaller capacity split/self contained units for telecom
applications.
5. A 15TR Ductable Split air conditioner.
C. EXPENDITURE ON R & D DURING THE PERIOD:
Capital Expenditure : NIL
Revenue Expenditure : Rs.7.73 Lacs.
D. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. The Company's R&D Centre is focussed on improving the competitive
edge of the products by continous improvements i( existing products and
processes, development of new products and assimilation of newer
technologies.
2. The company has not imported any technology during the last five
years.
E. FOREIGN EXCHANGE EARNING AND OUTGO
During the year total Foreign Exchange Earning from exports was NIL and
Foreign Exchange Outgo was Rs.164.17 Lacs.
Jun 30, 1999
It gives us great pleasure in presenting the Forty Third Annual Report
of your Company alongwith the Audited Accounts for the Year ended 30th
June, 1999.
FINANCIAL RESULTS RUPEES IN LACS
Current Year Previous Year
1998-99 1997-98
Sales 15094.34 12664.67
Gross profit 949.05 749.29
Interest (Net) 293.80 243.23
Depreciation 253.75 148.38
Preliminary Expenses written off 11.32 11.32
Profit for the Year 390.18 346.36
Balance brought forward from the previous year 301.43 0.07
Profit available for appropriation 691.61 346.43
APPROPRIATIONS :
Provision for Income Tax 50.00 45.00
Transferred to General Reserve NIL NIL
Balance carried forward 641.61 301.43
DIVIDEND
Keeping in view the need to conserve the company's resources and to
meet the enhanced working capital requirements, your directors are
constrained not to recommend any dividend for the year under report.
PERFORMANCE
Inspite of stiff competition in the market, the operational performance
continued its upward trend. Sales and other income for the financial
Year ended 30th June, 1999 aggregated to Rs. 15189.73 lacs as against
Rs. 12699.13 lacs during the previous year, registering an increase of
19.61%.
Net Profit before tax for the Year ended 30th June, 1999 is Rs. 390.18
lacs as against Rs. 346.36 lacs in the previous year registering an
increase of 12.65%.
NEW PROJECT
In keeping up with the tradition of being market leaders for
technologically superior and innovative products, your company has come
up with Heat Radiator under the brand name Lloyd Cozy incorporating
within it the latest heating technology which prevents precious oxygen
from being depleted by combustion and assures a perfect combination of
high performance with efficiency
WHOLLY OWNED SUBISIDIARY IN NEPAL
During the year under review, your company has incorporated a wholly
owned subsidiary in Nepal under the name and style of `Reliable
Manufacturing Pvt. Ltd.' on 17.09.1999.
FIXED DEPOSITS
The company has not accepted any fixed deposit as per Section 58A of
the Companies Act, 1956 and Rules made thereunder.
DIRECTORS
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. S.S. Kumar, director of the company
is liable to retire by rotation and being eligible offers himself for
reappointment. Mr. K.N. Khanna-director of the company, is also liable
to retire by rotation but has expressed his inability to continue as a
director of the company and as such has not offered himself for
reappointment. The Board places on record the valuable contribution
made by Mr. K.N. Khanna to the working of the company during his
tenure.
AUDITORS
M/S Suresh C. Mathur & Co., Chartered Accountants, Auditors of the
company retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. They have
given certificate as required under section 224(1B) of the Companies
Act, 1956.
The observation of the Auditors as contained in the Auditor's Report
read with Notes on Accounts are self explanatory and do not call for
any further clarification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure - 1 forming part of this
report.
LISTING OF SECURITIES
The securities of the company are listed on Delhi Stock Exchange, Stock
Exchange, Mumbai, and U.P. Stock Exchange (Regional).
The company has paid the listing fees to all the above stated Stock
Exchanges for the Year 1999-2000.
The Shares of the company are also being traded as Permitted Securities
on the National Stock Exchange of India Ltd.
Y2K COMPLIANCE
The company has undertaken a comprehensive approach to address its
exposure to the year 2000 issue. All potentially affected areas at all
business locations have been checked for Y2K compliance. The company
has also taken effective steps for Y2K compliance wherever needed and
as such your company is fully capable of meeting the millennium change
without any interruption to its operations.
INDUSTRIAL RELATIONS
The company continued to maintain harmonious and cordial relations with
its employees in all its divisions which enabled it to achieve higher
performance at all levels.
ANNEXURE TO THE DIRECTORS' REPORT
Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 and
the Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 and forming part of the DIRECTORS' REPORT for
the Year ended 30th June, 1999 :
A. CONSERVATION OF ENERGY :
Energy conservation and protection of environment are accorded highest
priority in every fact of activity. A notable effort in energy
conservation is the approval received from Railway Design Standard
Organisation (RDSO), Lucknow, of the Roof Mounted Package Air
Conditioner with energy efficient scroll compressors.
B. TECHNOLOGY ABSORPTION :
Fedders Lloyd has pioneered development of Air-conditioner and
Refrigeration products in many new areas like Rail coach
airconditioning, Air-conditioners for Telecom and Defence applications
etc. All this was made possible due to strong R&D capabilities of the
company. Research and Development at Fedders Lloyd plays a key role
and has the following broad objectives :
1. to take care of the changing needs of the customer.
2. to ensure that company's products remain competitive.
For meeting these objectives, R&D works in close co-ordination with
Marketing and Project departments and is always customer driven.
PRODUCTS DEVELOPED DURING THE YEAR
Following is the list of Products developed during the year under
review :
1. New range of ductable split units.
2. Heat Pump (reverse cycle) model of Roof Mounted Package units.
3. 0.8 TR Air-conditioner for telecom applications.
4. Value engineered model of 5 TR Packaged Air-conditioner.
FUTURE PLANS OF ACTION
Following is the list of products planned for launch in future. Some of
these are in advanced stage of development :
1) New Packaged Air-conditioner models for telecommunication
application.
2) Mini Packaged Air-conditioner.
3) Value Engineered model of Packaged Air-conditioner.
4) New Packaged Airconditioner
5) Micro Processor controlled Packaged Air-conditioner.
C. EXPENDITURE ON R & D DURING THE PERIOD :
Total amount of Rs.6.31 lacs was spent by the company on R & D Centre
during the Year ending 30th June, 1999.
D. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. The R & D Centre of the company is engaged in putting the
organisation in stronger position by innovative research, upgrading the
technologies, introducing new products, processes and developing
substitute for imported items and value engineering.
2. Benefits derived as a result of the above efforts e.g. Product and
Process improvement, Cost reduction, Product development and import
substitution etc. :
a) Company's products have become more competitive.
b) Company's products range have increased to meet the growing needs of
customers.
3. The company has not imported any technology during the last five
years.
E. FOREIGN EXCHANGE EARNING AND OUTGO
During the year total Foreign Exchange Earning from exports was NIL and
Foreign Exchange Outgo was Rs.342.10 lacs.
Jun 30, 1998
It gives us great pleasure in presenting the Forty Second Annual Report
of the Company alongwith the Audited Accounts for the Year ended 30th
June, 1998.
FINANCIAL RESULTS :
RUPEES IN LACS
Current Year Previous Year
1997-98 1996-97
Sales 12664.67 11083.16
Gross profit 749.29 660.67
lnterest (Net) 243.23 237.11
Depreciation 148.38 93.70
Preliminary Expenses written off 11.32 11.32
Profit for the Year 346.36 318.54
Balance brought forward from
the previous year 0.07 0.03
Profit available for appropriation 346.43 318.57
APPROPRIATIONS :
Provision for Income Tax 45.00 50.00
Transferred to General Reserve NIL 268.50
Balance carried forward 301.43 0.07
DIVIDEND :
Keeping in view the long term requirement of funds for the diversification and expansion plans of the company, the Board of Directors has decided not to recommend dividend.
PERFORMANCE :
The operational performance continued its upward trend. Sales and
other income for the financial Year ended 30th June, 1998 aggregated to
Rs. 12699.13 lacs as against Rs. 11,117.30 lacs during the previous
year, registering an increase of 14.23%.
Net Profit before tax for the Year ended 30th June, 1998 are Rs. 346.36
lacs as against Rs. 318.54 lacs in the previous year registering an
increase of 8.73%.
NEW PROJECT :
To avail the benefits of lower sales tax, the company has embarked upon
a new project at Kala Amb, Tehsil Nahan, Dist. Sirmour, Himachal
Pradesh for manufacture of Window Air Conditioners and Rail Mounted
Packaged Units for Indian Railway.
FIXED DEPOSITS :
The company has not accepted any fixed deposit as per Section 58A of
the Companies Act, 1956 and Rules made thereunder.
DIRECTORS :
During the Year, Mr. Charan Dass and Mr. S. P. Punj resigned from the
directorship of the company W.E.F 7th Feb, 1998, and 27th June, 1998,
respective due to their advanced age. The Industrial Development Bank
of India has withdrawn the nomination of Ms. Nitu Sethi from the Board
of the company W.E.F 9th Oct., 1998. The Board places on record the
valuable contribution made by Mr. Charan Dass, Mr. S. P. Punj and Ms.
Nitu Sethi to the working of the company during their tenure.
Considering the valuable contribution of Mr. S. P. Punj to the company
for the last nearly four decades and bringing the company to the
fore-front as a pioneer in its field by dint of his hard work and
devotion, Mr. S. P. Punj was appointed as Chairman-Emeritus of the
Company by the Board of Directors in their meeting held on 27th June,
1998.
Mr. Manohar Kumar Thairani was appointed as an Additional Director of
the company by the Board of Directors in their meeting held on 27th
June, 1998. Considering his professional background and his expertise
in finance, the directors are seeking your approval as per resolution
proposed under Special Business in the notice of this meeting.
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. Bharat Raj punj and Mr. T. V. P.
Punj-Directors of the Company are liable to retire by rotation and
being eligible, offer themselves for reappointment.
AUDITORS :
M/s. Suresh C. Mathur & Co., Chartered Accountants, Auditors of the
company retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for reappointment. They have
given certificate as required under section 224(1B) of the Companies
Act, 1956.
The observation of the Auditors as contained in the Auditor's Report
read with Notes on Accounts are self explanatory and do not call for
any further clarification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure - 1 forming part of this
report.
LISTING OF SECURITIES :
The securities of the company are listed on Delhi Stock Exchange, Stock
Exchange, Mumbai, and U.P. Stock Exchange (Regional).
The company has paid the listing fees to all the above stated Stock
Exchanges for the Year 1998-99.
The Shares of the company are also being traded as Permitted Securities
on the National Stock Exchange of India Ltd.
OTHER INFORMATION :
Statement under clause 43 of the Listing Agreement :
N.A.
INDUSTRIAL RELATIONS :
The company continued to maintain harmonious and cordial relations with
its employees in all its divisions which enabled it to achieve higher
performance at all levels.
ANNEXURE TO THE DIRECTORS' REPORT :
Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 and
the Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 and forming part of the Directors' Report for
the Year ended 30th June, 1998 :
A. CONSERVATION OF ENERGY :
1. The company maintains highest priority in line with the National
objective of continuing efforts for energy conservation. Additional
investments and proposals, if any, will be implemented for reduction of
consumption of energy. Studies to reduce energy consumption is an
ongoing process and suitable investments will continue to be made in
these areas in future.
B. TECHNOLOGY ABSORPTION :
1. Research and Development (R & D) ;
Our R & D Centre is recognised by the Industrial Research, Government
of India since 1979 and is actively engaged in developing new products
using innovations and experience in the field of Refrigeration and
Airconditioning.
The stress is on introducing new products based on market needs and
optimising the use of materials to have a competitive price.
I. The company has developed the following products, during the year
under review :
i). A new value engineered model of 7.5 TR Packaged Airconditioner.
ii). 2 TR floor/ceiling Split Airconditioner indoor unit.
iii). Milk Chilling Unit for Mother Dairy.
iv). 1.5 TR Mobile Window Airconditioner.
II. Benefits derived as a result of above R&D :
i). Company's products have become more competitive.
ii). Company is able to enter new areas of business.
iii). Company's product range enhanced to meet the growing needs of
customers.
Ill. Future Plans Of Action :
i). Heat pump version of Root Mounted Packaged Unit.
ii). 1.5 TR Locomotive Packaged Unit.
iii). 20 TR Rooftop Airconditioner.
iv). Value Engineered models of some existing products.
IV. Expenditure on R & D during the period :
Total amount of Rs.5.46 lacs was spent by the company on R & D Centre
during the Year ending 30th June, 1998.
C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :
1. The R & D Centre of the company is engaged in putting the organisation in stronger position by innovative research, upgrading the
technologies, introducing new products, processes and developing
substitute for imported items and value engineering.
2. Benefits derived as a result of the above efforts e.g. Product and
Process improvement, Cost reduction, product development, import substitution etc.
As given above.
3. In case of imported technology (import during the last five years)
following information is given :
NlL
D. FOREIGN EXCHANGE EARNING AND OUTGO :
During the year total Foreign Exchange Earning from exports was Rs.
19,120/- and Foreign Exchange Outgo was Rs. 103.25 lacs.
Jun 30, 1997
Your directors have pleasure in presenting the 41st Annual Report of
your company along with the audited accounts for the year ended June
30, 1997.
FINANCIAL HIGHLIGHTS
The working results for the year ended 30.06.1997 are as under:
(Rs. in Lacs)
CURRENT PREVIOUS
YEAR YEAR
Sales 11083.16 8845.63
Gross Profit 660.67 607.44
Interest (Net) 237.11 205.86
Depreciation 93.70 97.52
Preliminary Expenses written off 11.31 10.79
Profit for the year 318.54 293.27
Balance brought forward from previous year 0.03 0.14
Profit available for appropriation 318.57 293.41
Provision for dividend for the year 1994-95
but, not utilised last year Nil 113.56
APPROPRIATIONS :
Provisions for Income Tax 50.00 13.50
Transferred to General Reserves 268.50 393.44
Balance carried forward 0.07 0.03
DIVIDEND
As the company wants to diversify and expand it's activities and has
embarked upon new project at Silvasa (Gujrat) for which there is
immediate requirement of funds, so the Board of Directors have keeping
in view the long term requirement of funds for the projects of the
company has decided not to recommend dividend.
CONVERSION OF DEBENTURES
The Subscribed and paid-up equity share capital of the company has
increased from Rs. 12,77,97,000/- to Rs. 20,76,97,000/- due to
conversion of 79,900 fully convertible unsecured Debentures of Rs.
1000/- each into 79,90,000 fully paid up equity shares of Rs. 10/- each
on 26th August, 1996.
PERFORMANCE
Sales and Other income for the financial year ended 30th June, 1997
aggregated to Rs. 11083.16 lacs as against Rs. 8845.63 lacs during the
previous year, registering an increase of 25.30%. Net profit before tax
for the year ended 30th June, 1997 are Rs. 318.54 lacs as against Rs.
293.41 lacs in the previous year registering increase of an 8.56%.
Inspite of stiff competition in the industry company was able to achieve higher sales and profits on comparison to previous year as shown above. Persistent efforts are however being made to increase them further.
PUBLIC DEPOSITS
Your company has not accepted any fixed deposit as per section 58A of
the Companies Act, 1956 and the rules made there under.
OTHER INFORMATIONS
Statement pursuant to clause 43 of the listing agreement:
Projected profitability as per the prospectus and actual profitability
for the year ended June 30th 1997 is as follows
Rs. in Lacs
As per prospectus Actual
Turnover 17,744.00 11083.32
Profit after Tax 1,447.00 268.54
Due to general slowdown in the economic growth and stiff competition the company could not achieve the projected turnover and profitability.
INDUSTRIAL RELATIONS
The company continued to maintain harmonious and cordial relations with
its employees in all its divisions which enabled it to achieve higher
performance levels at various levels.
ANNEXURE-1
STATEMENT GIVING INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE
COMPANIES ACT, 1956:
A) CONSERVATION OF ENERGY:
The company maintains highest priority in line with the National objective of continuing efforts for energy conservation. Additional
investments and proposals, if any, being implemented for reduction of
consumption of energy. Studies to reduce energy consumption is an ongoing process and suitable investments will continue to be made in
these areas in future.
B) TECHNOLOGY ABSORPTION
Research and Development (R & D)
Our R & D Centre is recognised by the Department of Industrial Research, Government of India since 1979, and is actively engaged in developing new products using innovations and experience in the field of Refrigeration & Air conditioning.
The stress is on introducing new products based on market needs and
optimising the use of materials to have a competitive price.
I. During the twelve months ending 30.06.97, the company has developed:
1. 3.0 ton free cooling unit for Deptt. of Telecommunications.
2. A new model of 1.5 ton Air-conditioner Defence Applications.
3. A Roof Mounted Package Unit using Scroll Compressors for use with
Electronic Controller.
II. Benefits derived as a result of above R & D.
1. The free cooling unit was exhibited in the Exhibition Bombay in Feb. 1996. The units were developed with in house technology strengths
and orders are expected shortly.
2. An order for 40 Units has been received.
3. Roof-Mounted Package Unit using Scroll compressor for Indian Railways has attracted keen interest from Railways and will provide the
company a competitive edge. Type approval for regular use of the scroll
compressor is expected shortly.
III. Future Plans of Action
1. Fan coil units in the range 1.0 Ton to 2.0 Tons.
2. Floor Mounted Units for 1.0 Ton - 2.0 Tons.
3. A vertical 3.0 Ton Indoor Unit with small footprint.
IV Expenditure on R & D during the period
A. Total amount of Rs. 5.46 lacs was spent by the company on R&D Centre during the year ending 30th June, 1997
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. The R&D Centre of the company is engaged in putting the organisation in stronger position by innovative research, upgrading the technologies, introducing new products, processes and developing substitute for imported items.
2. Benefits derived as a result of the above efforts e.g. Products improvement, cost reduction, product development, import substitution
etc. As given above.
3. In case of imported technology (import during last five years)
following information is given.: Nil
C. FOREIGN EXCHANGE EARNINGS & OUT-GO
During the year total Foreign Exchange earning from exports was Rs. 19.19 Lacs and Foreign Exchange outgo was Rs. 46.25 Lacs.
Jun 30, 1996
YOUR DIRECTORS HAVE PLEASURE IN PRESENTING THE 40TH ANNUAL REPORT OF
YOUR COMPANY ALONG WITH THE AUDITED ACCOUNTS FOR THE YEAR ENDED JUNE
30, 1996.
DIVIDEND
As the company wants to diversify and expand it's activities, for which there is immediate requirement of funds, so the Board of Directors of your company has decided not to recommend dividend.
CONVERSION OF DEBENTURES
As per the requirement, your company had converted 79900 fully convertible unsecured debentures of Rs.1000/- each into 79,90,000 fully paid up equity shares of Rs.10/- each on 26th August 1996.
PERFORMANCE
During the year, the company could not achieve the targetted sale and
profits, inspite of persistent efforts due to stiff competition in
the industry. Efforts are however being made to maximise the
production and achieve the targets.
PUBLIC DEPOSITS
Your company has not accepted any fixed deposit as per section 58A of
the Companies Act, 1956 and the rules made there under.
DIRECTORS
During the year, Mr. Bharat Raj Punj was appointed as Additional
Director on 11.05.1996. Considering his professional background and his qualities as a young entrepreneur, your directors are seeking your approval as per resolution proposed under special business in the notice of this meeting.
Ms. Nitu Sethi was appointed as a nominee director of Industrial
Development Bank of India on 28.10.1996 in place of Mr. Mohd.
Muzaffar-UL-Haque. The Board welcomes her and will look forward for her valuable advice for the working of the Company. The Board also places on record the valuable contribution made by Mr. M.M. Haque to the working of the Company during his tenure.
In accordance with the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. S.S.Kumar and Mr. Tulsi Vansh Prakash Punj, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.
AUDITORS
M/s. Suresh C. Mathur & Co., Chartered Accountants, Auditors of the
Company retire at the conclusion of the forthcoming Annual General
Meeting and being eligible have offered themselves for re-appointment. They have given certificate as required Under Section 224(1B) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with Companies (disclosure of particulars in the Report of Board of
Directors) Rules 1988 is given in Annexure-I forming part of this
report.
INDUSTRIAL RELATIONS
The company continued to maintain harmonious and cordial relations with its employees in all its divisions which enabled it to achieve higher performance levels at various levels.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the co-operation extended by financial institutions, banks, business associates and shareholders and encouragement and contribution made by the employees at all levels.
STATEMENT GIVING INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF
THE COMPANIES ACT, 1956
A) CONSERVATION OF ENERGY:
The company maintains highest priority in line with the National
objective of continuing efforts for energy conservation. Additional
investments and proposals, if any, being implemented for reduction of
consumption of energy. Studies to reduce energy consumption is an
ongoing process and suitable investments will continue to be made in
these areas in future.
B) TECHNOLOGY ABSORPTION
I. Research and Development (R & D)
Our R&D Centre is recognised by the Department of Industrial Research, Government of India since 1979, and is actively engaged in developing new products using innovations and experience in the field of Refrigeration & Air conditioning.
The stress is on introducing new products based on market needs and
optimising the use of materials to have a competitive price. During the twelve months ending 30.06.1996, the company has introduced :-
i) 5.0 Ton package unit for Dept. of Telecommunications.
ii) 1.5 Ton vertical slip in unit for mobile applications meeting the
Defence standards.
iii) Electronic Controller for Rail Coach Air-Conditioners.
iv) A compact size 7.5 ton Package unit.
II. Benefits derived as a results of above R & D
1. Fedders Lloyd Corporation Limited is the first company to obtain DOT approval of 5.0 ton.Package Units and supply to DOT has commenced. An order for 30 units has been received.
2. Six units have been supplied to ITI for field trials. The unit has
cleared all tests.
3. The controller has been tested in the unit and will be put to field trial soon.
4. The compact size 7.5 ton package unit is available for sale.
Future Plans of Action
The Company plans to introduce the following products.
1. A 3.0 Ton Unit for the Telecom sector with a free cooling feature.
2. Fan coil units in the range 1.0 Ton to 2.0 Tons.
3. Floor Mounted Units for 1.0 Ton to 2.0 Tons.
4. A vertical 3.0 Ton Indoor Unit with small footprint.
5. Indigenous source of Microprocessor for Close Control Units.
6. Visi-Cooler for product Storage at Point of Sale.
IV. Expenditure on R & D during the period
A total amount of-Rs. 4.99 Lacs was spent by the company R & D centre
during the year ending 30.06.96.
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. The R & D Centre of the company is engaged in putting the organisation in stronger position by innovative research, upgrading the technologies, introducing new products, processes and developing substitute for imported items.
2. Benefits derived as a result of the above efforts e.g. Products improvement, cost reduction, product development, import substitution etc.
As given above
3. In case of imported technology (import during last five years) following information is given. : Nil
C. FOREIGN EXCHANGE EARNINGS & OUT-GO
During the year total foreign exchange export earnings were Rs.6.78 Lacs and foreign exchange out-go was Rs.60.84 Lacs.
Jun 30, 1995
Your Directors have pleasure in presenting the 39th Annual Report of your company together with the audited accounts for the year ended June 30, 1995.
DIVIDEND
Your Board is pleased to recommend dividend @ 10% on equity shares subject to deduction of Tax. This will be paid on pro-rata basis and will absorb an amount of Rs.113.56 Lacs.
PUBLIC ISSUE
Your company approached the capital market during the foregoing financial year for raising equity capital in the form of 8400000 equity shares of Rs.10/- each for cash at a premium of Rs.5/- per share. The issue received overwhelming response and was over-subscribed by 18.73
times. The shares were allotted on 1.9.94 and all the excess amount received from the investors has been refunded.
OPERATIONS
During the year under review the company gave more stress on production and sale of package airconditioning units upto 10 TRs required for Department of Telecommunication and have also executed orders for considerable value received from Rail Coach Factory and Integral Coach Factory for roof mounted airconditioning units fitted in Indian
Railways. The company also proposes to develop and manufacture Chilled Water Systems for airconditioning systems in modules of 50 TRs. The project at Noida has already been started the production as per the scheduled time as stated in the prospectus.
FIXED DEPOSITS
Your company has not accepted any fixed deposit as per section 58A of the Companies Act, 1956.
DIRECTORS
Mr. Ashok Punj has resigned from the Board of Directors since the last Annual General Meeting. The Directors place on record their sincere appreciation and gratitude for the services rendered my Mr. Ashok Punj.
In accordance with the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. B.R. Punj and Mr. Charan Dass, Directors of the Company are liable to retire by rotation and being eligible, offer themselves for reappointment.
AUDITORS
M/s. Suresh C. Mathur & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO.
Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules 1988 is given in Annexure-I forming part of this report.
ANNEXURE -1
STATEMENT GIVING INFORMATION AS REQUIRED UNDER SECTION
217(1)(e) OF THE COMPANIES ACT, 1956
A) TECHNOLOGY ABSORPTION
Research and Development (R & D)
Our R&D Centre is recognised by the Department of Industrial Research, Government of India since 1979, and is actively engaged in developing new products using innovations and experience in the field of Refrigeration & Air conditioning.
The stress is on introducing new products based on market needs and optimising the use of materials to have a competitive price.
During the twelve months ending 30.06.1995, the company has introduced:
i) Milk Chilling units for National Dairy Development Board.
ii) 5.0 and 7.5 Ton Ductable Split Airconditioners.
iii) An improved 3.0 ton ductable split with improved performance and lower cost.
iv) A 9.0 ton Package unit for Deptt.of Telecommunications.
v) A high efficiency and high static pressure blower has been developed for package units.
II. Benefits derived as a result of above R & D
1. Milk Chilling Units have been supplied to National Dairy Development Board. An order for another 50 units has been received.
2. The products have been well received and demand has been good particularly for 7.0 ton ductable units.
3. A savings of 40% has been achieved using improved coil design. At the same time the performance of the unit has been improved.
4. Deptt.of Telecom has approved the units and an order has been received.
Future Plans of Action
The company plans to introduce the following products.
1. 5.0 and 3.0 ton Packaged Airconditioners for Deptt.of Telecommunications.
2. Mobile Airconditioners for buses.
3. Microprocessor Controlled units for the Rail coach airconditioners.
4. Extending range of Split Airconditioners with State of the Art cordless remote.
5. Heatpump units in the range 1.0-2.0 tons.
IV. Expenditure on R & D during the period
A total amount of Rs.3.82 Lacs was spent by the company R&D centre during the year ending 30.06.95.
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. The R & D Centre of the company is engaged in putting the organisation in stronger position by innovative research, upgrading the technologies, introducing new products, processes and developing substitute for imported items.
2. Benefits derived as a result of the above efforts e.g. Product improvement, cost reduction, product development, import substitution etc. :-
As given above.
3. In case of imported technology (import during last five years) following information is given:
Nil