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Directors Report of Fedders Electric and Engineering Ltd.

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 Regulations”), 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 ("Act”) 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 ("CSR”) 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 ("SEBI”), 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 People” 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 – 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 “Management 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

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