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Notes to Accounts of Leel Electricals Ltd.

Mar 31, 2018

1. Corporate Information

LEEL Electricals Limited (Formerly known as Lloyd Electric & Engineering Limited) is a public Company domiciled in India and incorporated under the provisions of the erstwhile Companies Act, 1956. Its shares are listed on National Stock Exchange of India Limited (NSE) & BSE Limited (BSE) in India. The Company is the largest manufacturer of heat exchangers coils in India

NOTES:-

1. Out of the above Equity Shares

a) Includes 92,00,000 underlying Equity Shares representing 46,00,000 Global Depository Receipts(''GDRs'') issued during the year 2005-06. As at March 31, 2018, no GDR is pending for conversion.

b) In the Financial Year 2006-07, the Company had forfeited 13,300 equity shares due to the non-payment of allotment money. The Board of Directors had annulled the forfeiture of 400 equity shares on receipt of payment advice by the shareholders and accordingly 400 Equity Shares had been restored back.

c) During the Financial Year 2013-14, 43,20,000 Equity Shares of Rs. 10/- each were alloted to the shareholders of Perfect Radiators & Oil Coolers Pvt. Ltd. (PROC) pursuant to the scheme of arrangement involving demerger and vesting of heat exchanger business of PROC into the Company.

(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend if proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2) Borrowings

a) Term Loan

1. Indian rupee loan of Rs. 35.00 Crores from IDBI Bank Ltd. carries interest @ 12.25% p.a. on Rs. 17.50 Crores and @ 11.50% p.a. on Rs. 17.50 Crores. The Loan is repayable in 16 quarterly installment of Rs. 2.19 crores each after monotorium of 12 Months from the date of loan i.e. 31st March, 2013. The Company has taken disbursement of Rs. 31.50 Crores.

2. Indian rupee loan for Rs. 120.00 Crores from State Bank of India carries interest @ 11.00% p.a. The Loan is repayable in 24 quarterly installment of Rs. 5.00 crores each after monotorium of 12 Months from the date of loan i.e. 30.06.2013.

3. Indian rupees loan for Rs. 20.00 Crores from State Bank of India (Formerly State Bank of Bikaner & Jaipur) carries interest @ 12% p.a. The Loan is repayable in 16 Quarterly installment of Rs. 1.25 Crores each after monotorium of 9 Months from the date of Loan i.e. 01.09.2015.

4. The above loans were secured by way of first charge on Pari-Passu basis on the Property, Plant and Equipments of the Company and second hypothecation charge on the Stock/Book Debts.

5. The loan has been fully repaid during the current period.

b) Working Capital Loan from Banks

Working capital loans from banks carry an average interest rate of 10.50% to 11.50% (31st March, 2017 : 10.50% to 11.50%).

The working capital loans, fund based as well as non-fund based are secured by way of first hypothecation charge on the stocks/ book debts, both present and future and second charge on pari-passu basis on the Property, Plant and Equipments of the Company. This includes working capital loan in the form of Cash Credit Limit, Working Capital Demand Loan, Bill Discounted and Buyer''s Credit etc.

c) Loan against Vehicle

1. Indian rupee loan for Rs. 4.4 Lacs from HDFC Bank Ltd. carries interest @ 9.78% p.a. The Loan is repayable in 36 equated monthly installments of Rs. 14,125 starting from 05.09.2016.

2. Indian rupee loan for Rs. 6.44 Lacs from HDFC Bank Ltd. carries interest @ 8.62% p.a. The Loan is repayable in 36 monthly installment of Rs. 20,329 starting from 07.08.2017.

3. Indian rupee loan for Rs. 7.15 Lacs from HDFC Bank Ltd. carries interest @ 9.53% p.a. The Loan is repayable in 48 monthly installment of Rs. 17,930 starting from 15.07.2016.

4. Indian rupee loan for Rs. 1.125 Crores from HDFC Bank carries interest @ 9.48% p.a. The Loan is repayable in 60 monthly installment of Rs. 234,925 starting from 07.10.2015.

5. The above loans are secured by way of hypothecation of Company''s Vehicle.

3) Micro and Small Scale Business Entities

This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. Accordingly, there were no interest due on the principal amount, not there was necessity to pay interest for delayed payment in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED).

a. The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2018, the Company has recorded impairment/allowances for doubtful loan and advances of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

b. Purchase of goods and sale of goods has been reported gross off Value Added tax/Goods and Service Tax

4) Earnings Per Share

Basic & Diluted Earnings per Share: Earnings per share have been computed as under:

5) Segment Information

A. Primary Segment Reporting (Business Segment)

During the year the Company had following Business segments as its primary reportable segments

a. Consumer Durables (please refer note 48) (till 8th May 2017)

b. OEM & Packaged Air-conditioning

c. Heat Exchangers & Components

Property, Plant & Equipment as per Geographical Locations

The Company has common Property, Plant & Equipment , other assets and liabilities for domestic as well as overseas market. Hence, separate figures for assets and liabilities have not been furnished.

6. Employee Benefit Expenses

Disclosure figures of the gratuity liability of the employees, in accordance with Ind AS 19 "Employee Benefits". The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method.

7. Capital Management

For the purposes of Company''s capital management, capital includes equity attributable to the equity holders of the Company and all other equity reserves. The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings offset by cash and bank balances) and total equity of the Company.

The Company reviews the capital structure of the Company on a semi-annual basis. As part of this review, the Company considers the cost of capital and the risks associated with each class of capital.

The Company monitors capital using gearing ratio, which is net debt divided by total capital plus net debt.

8. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, trade and other receivables and cash and cash equivalents that are derived directly from its operations.

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed to market risk, credit risk and liquidity risk. The company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarized as below.

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk.

i) Currency rate risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in foreign currency). The Company holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The exchange rate between the rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the Company''s operations are adversely affected as the rupee appreciates/ depreciates against these currencies.

Derivative financial instruments

The Company holds derivative financial instruments such as foreign currency forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The counter party for these contracts is generally a bank or a financial institution. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.

ii) Interest rate risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long term debt obligation at floating interest rates. The Company''s borrowings outstanding as at March 31, 2018 comprise of fixed rate loans and accordingly, are not expose to risk of fluctuation in market interest rate.

iii) Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of industrial and domestic air conditioners and therefore require a continuous supply of copper and Aluminum being the major input used in the manufacturing. Due to the significantly increased volatility of the price of the Copper and aluminum, the Company has entered into various purchase contracts for these material for which there is an active market. The Company''s Board of Directors has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering into the contract for the purchase of these material based on average price of for each month.

b) Credit risk

Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are typically unsecured and are derived from revenue earned from customers.

Customer credit risk is managed subject to the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment.

c) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time. The Company''s objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of short term bank deposits and cash credit facility. Processes and policies related to such risks are overseen by senior management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay.

9. Exceptional Item and Discontinued operation a. Exceptional Item

1. In May 2018, Noske Kaeser Rail and Vehicle Germany Gmbh, a wholly owned subsidiary has filed insolvency. The Company does not expect any further recovery of loan, investment and other advances and has fully provided for the value of Investments, Loans and advances given and other advances as per detail given below:

2. The Company has sold its Consumer Durables Business comprising of business of importing, trading, marketing, exporting, distribution, sale of air conditioners, televisions, washing machines and other household appliances and assembling of televisions under the brand "LLOYD" and all of the rights, title, interest and assets, licenses, intellectual property including the brand, logo, trade mark "LLOYD" as a going concern on slump sale basis to Havells India Limited. The said transaction was concluded on May 08, 2017 for a consideration of Rs. 1,550 Crores subject to the closing adjustments.

Post the transaction, the Company''s OEM business would however continue to supply room air conditioners to the Havells India Limited as a third party supplier. Further, the sale of the Consumer Durables Business does not have any impact on the Company''s existing B2B air conditioning business.

Pursuant to aforesaid sale, the Company has also changed its name from ''Lloyd Electric & Engineering Ltd.'' to ''LEEL Electricals Ltd.'' with the approval of Central Government dated May 23, 2017. The gain on sale of consumer durable business in respect of the activity attributable to above discontinuing operation included in the financial statement under the Exceptional item is as follows:

3. The Company sold its Consumer Durable Business as a going concern basis for an enterprise value of Rs. 1550.00 crores on cash free debt free basis which was inclusive of pre-determined net working capital. Of this, a total of Rs. 1458.00 crores of the consideration have been received and balance, as per terms of business transfer agreement (BTA) was to be released upon finalization of the closing financials as at 8th May''17, i.e. date of the transfer of business, after appropriate adjustments. Since the business sold was as ongoing concern basis, few of the final adjustment/reconciliation has been pending finalization with the buyer and considering the impact thereof, the Company, has arrived at the gain arising from the deal as per prudent accounting norms. Accordingly, the gain has been computed considering the impact of assets and liabilities transferred in terms of BTA, unserviceable left over inventory and unrealizable receivables of the discontinued business, deal associated cost/expenses, impact of financial obligations pertaining to 10 years of prior operations arising under E-waste Management Rules, which has been made mandatory with retrospective effect, post the BTA finalization. The total impact of all the above factors comes to Rs. 887 Crores, resulting in Profit of Rs. 662.80 Crores arising from the sale of Consumer Durable Business to Havells India Ltd., as stated in table appended above.

10. Corporate Social Responsibility

As per the provisions of Section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net profits of the preceding three financial years towards Corporate Social Responsibility ("CSR"). Accordingly, a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. The Company has contributed a sum of Rs. 3.13 crores (March 31, 2017: Rs. 1.36 crores) towards this cause and debited the same to the Statement of Profit And Loss. The funds are primary allocated to Pandit Kanahaya Lal Punj Trust (PKLP Trust), a registered trust, acting as an implementing agency of the Company, towards various activities of Corporate Social Responsibility as prescribed under section 135 of the Companies Act, 2013.

11. Information pursuant to G.S.R. 308( E) dated 30th March 2017 issued by Ministry of Corporate Affairs

The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not been made since the requirement does not pertain to financial year ended 31 March 2018. Corresponding amounts as appearing in the audited Ind AS financial statements for the period ended 31 March 2017 have been disclosed.

*For the purposes of this clause, the term ''Specified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 340(E), dated the 8th November, 2016.

** rounded off

12. All leases are cancellable, thus there are nil future minimum rentals payable under non-cancellable operating leases.

13. The comparative figures have been regrouped/ rearranged wherever considered necessary to make them comparable with current year numbers.

14. Notes ''1'' to ''54'' form an integral part of accounts and are duly authorized.

Mar 31, 2017

1. Corporate Information

LEEL Electricals Limited (Formerly known as Lloyd Electric & Engineering Limited) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange of India Limited (NSE) & BSE Limited (BSE) in India. The Company is the largest manufacturer of heat exchangers coils in India. It manufactures air conditioners for various brands as OEM / ODM including its own brand of LLOYD. During the year the Company was also engaged in the consumer durable business under âLloydâ brand which includes product portfolio like Air-Conditioner, LED TV, Washing Machines, Chest Freezers and other small home appliances. The company caters to both domestic and international markets. The Company has sold its consumer durable business to Havells India Ltd. for details please refer note no. 49.

NOTES:-

1. Out of the above Equity Shares

a) Includes 40,00,000 Equity Shares alloted in the year 2006-07 upon conversion of warrants issued on preferential basis during the year 2005-06.

b) Includes 92,00,000 underlying Equity Shares representing 46,00,000 Global Depository Receipts issued during the year 2005-06.

c) In the year 2006-07 the Company had forfeited 13,300 equity shares due to the non-payment of allotment money. The Board of Directors had annulled the forfeiture of 400 Equity shares on receipt of payment advice by the shareholders and accordingly 400 Equity Shares had been restored back.

d) 43,20,000 Equity Shares of Rs.10 each were alloted during the financial year 2013-14 in favour of shareholders of Perfect Radiators & Oil Coolers Pvt. Ltd. (PROC) on account of merger of PROC with the Company retrospectively since 01.04.2011.

e) Includes 8,85,000 equity shares alloted to Promoter Group Entities on January 29, 2016, upon conversion of equivalent number of warrants issued on preferential basis.

f) Includes 17,00,000 equity shares alloted to Promoter Group Entities on September 03, 2016 and 24,27,000 equity shares on September 08, 2016, upon conversion of equivalent number of warrants issued on preferential basis.

(a) terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Money received against Share Warrants represents amounts received towards warrants which entitles the warrant holders, the option to apply for and be alloted equivalent number of equity shares of the face value of Rs.10 each.

During the year 2014-15, the Company has issued to its Promoter Group Entities 60 Lac Warrants at a price of Rs.152 each entitling them for subscription of equivalent number of Equity Shares of Rs.10 each (including premium of Rs.142 each share) in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

During the previous year, allottees of 8.85 Lac warrants have exercised their right to convert the warrants into equity shares by paying balance 75% of the consideration aggregating Rs.10,08,90,000 and consequently 8.85 Lac equity shares were issued to them.

During the financial year, the Company has issued and alloted 17 Lac equity shares of Rs.10 each at a premium of Rs.142 each on September 03, 2016 and 24.27 Lac equity shares of Rs.10 each at a premium of Rs.142 each on 8th September, 2016 to promoter group entities on preferential basis upon conversion of equivalent number of warrants.

Further, the promoter group entities have shown their inability to exercise their right to convert the balance 9.88 lacs warrants which are required to be converted into equity shares on or before September 12, 2016 as conversion of such number of warrants would have increased their shareholding beyond the permissible creeping limit of 5% in a financial year as stipulated in Regulation 3(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. Accordingly, 9.88 lacs warrants stand cancelled and the upfront subscription money aggregating to Rs.3.75 Crores received on said warrants at the time of their subscription was forfeited. Consequent upon the above allotments and forfeiture of warrants, there were no pending warrants due for conversion as on March 31, 2017.

Note:-

1. Indian rupee loan for Rs.35.00 Crores from IDBI Ltd. carries interest @ 12.25% p.a. on Rs.17.50 Crores and @ 11.50% p.a. on Rs.17.50 Crores. The Loan is repayable in 16 quarterly installment of Rs.2.19 crores each after monotorium of 12 Months from the date of loan i.e. 31st March, 2013. The Company has taken disbursement of Rs.31.50 Crores.

2. Indian rupee loan for Rs.120.00 Crores from SBI carriers interest @ 11.00% p.a. The Loan is repayable in 24 quarterly installment of Rs.5.00 crores each after monotorium of 12 Months from the date of loan i.e. 30.06.2013.

3. Indian rupees loan for Rs.20.00 Crores from SBBJ carries interest @ 12% p.a. The Loan is repayable in 16 Quarterly installment of Rs.1.25 Crores each after monotorium of 9 Months from the date of Loan i.e. 01.09.2015.

4. The above loans are secured by way of first charge on Pari-Passu basis on the fixed assets of the Company and second hypothecation charge on the Stock/Book Debts

The working capital loans, fund based as well as non-fund based are secured by way of first hypothecation charge on the stocks/ book debts, both present and future and second charge on pari-passu basis on the fixed assets of the Company. This includes working capital loan in the form of Cash Credit Limit, Working Capital Demand Loan, Bill Discounted and Buyerâs Credit etc.

2 Micro and Small Scale Business Entities

3 Related Party Disclosures: (in which some Directors are interested)

A. Names of related parties and related party relationships

i. Wholly Owned Subsidiaries:

a. Lloyd Coils Europe s.r.o. Czech Republic.

b. Janka Engineering s.r.o. Czech Republic.

c. Noske Kaeser Rail & Vehicle Germany GmbH.

d. Noske Kaeser US Rail & Vehicle LLC.

e. Noske Kaeser Rail & Vehicles New Zealand Limited (âNK NZâ).

f. Noske-Kaeser Rail & Vehicle Australia Pty Ltd (Indirect Wholly owned subsidiary through NK NZ).

g. Noske-Kaeser Empreendimentos e Participates do Brasil Ltd. (Indirect Wholly owned subsidiary through NK NZ).

ii. List of Key management personnel:

a. Mr. Brij Raj Punj Chairman and Managing Director

b. Mr. Bharat Raj Punj Deputy Managing Director

c. Mr. Achin Kumar Roy Whole Time Director

d. Mr. Mukat B. Sharma Whole Time Director and Chief Financial Officer

e. Mr. Nipun Singhal Whole Time Director (Resigned w.e.f. 8th May, 2017)

iii. Enterprises owned or significantly influenced by key management personnel or their relatives:

a. Fedders Electric & Engineering Ltd. (Formerly Fedders Lloyd Corporation Ltd.)

b. Fedders Lloyd Trading FZE

c. Airserco Pvt. Ltd.

d. Perfect Radiators & Oil Coolers Pvt. Ltd.

e. PSL Engineering Pvt. Ltd.

f. Regal Information Technology Pvt. Ltd.

g. Fedders Aircool Pvt. Ltd. (Formerly Lloyd Aircon Pvt. Ltd.)

h. Fedders Credits Ltd. (Formerly Lloyd Credits Ltd.)

i. Fedders IT Technology Pvt. Ltd. (Formerly Lloyd IT Technology Pvt. Ltd.). j. Fedders Sales Pvt. Ltd. (Formerly Lloyd Sales Pvt. Ltd.)

k. Fedders Manufacturing Pvt. Ltd. (Formerly Lloyd Manufacturing Pvt. Ltd.)

l. Fedders Infotech (India) Pvt. Ltd. (Formerly Lloyd Infotech (India) Pvt. Ltd.)

m. Fedders Stock & Investments Pvt. Ltd. (Formerly Lloyd Stock & Investments Pvt. Ltd.)

n. Himalayan Mineral Waters Pvt. Ltd.

o. Punj Engineering Pvt. Ltd.

p. Punj Services Pvt. Ltd.

q. Pandit Kanahaya Lal Punj Pvt. Ltd.

r. PSL Wolfe JV Pvt. Ltd.

s. Pandit Kanahaya Lal Punj Trust

t. Brij Raj Punj(HUF)

4 Segment Information

A. Primary Segment Reporting (Business Segment)

During the year the Company had following Business segments as its primary reportable segments

a. Consumer Durables (please refer note 49)

b. OEM & Packaged Air-conditioning

c. Heat Exchangers & Components

B. Information pertaining to Geographical Segment: Sale of products

Fixed Assets as per Geographical Locations

The Company has common fixed assets, other assets and liabilities for domestic as well as overseas market. Hence, separate figures for assets and liabilities have not been furnished.

5. Employee Benefit Expenses

Disclosure figures of the gratuity liability of the employees, in accordance with IND AS 19. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method.

6. Capital Management

For the purposes of Companyâs capital management, Capital includes equity attributable to the equity holders of the Company and all other equity reserves. The Company manages its capital to ensure that the company will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Company consists of net debt (borrowings offset by cash and bank balances) and total equity of the company. The Company reviews the capital structure of the Company on a semi-annual basis. As part of this review, the company considers the cost of capital and the risks associated with each class of capital. The Company monitors capital using gearing ratio, which is net debt divided by total capital plus net debt.

7. Financial risk management objectives and policies

The Companyâs principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include loans, trade and other receivables and cash and cash equivalents that are derived directly from its operations.

The Companyâs financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed to market risk, credit risk and liquidity risk. The companyâs focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarized as below

a) Market Risk

i) Currency rate risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to the Companyâs operating activities (when revenue or expense is denominated in foreign currency). The Company holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The exchange rate between the rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the Companyâs operations are adversely affected as the rupee appreciates/ depreciates against these currencies

Derivative financial instruments

Nominal amount of derivative contracts entered into by the Company and outstanding as on 31st March, 2017 is Rs.72.37 Crores (Previous year Rs.7.58 Crores. Category wise breakup is given below:

ii) Interest rate risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs exposure to the risk of changes in market interest rates relates primarily to the Companyâs long term debt obligation at floating interest rates. The Companyâs borrowings outstanding as at March 31, 2017 comprise of fixed rate loans and accordingly, are not expose to risk of fluctuation in market interest rate.

iii) Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of industrial and domestic air conditioners and therefore require a continuous supply of copper and Aluminium being the major input used in the manufacturing. Due to the significantly increased volatility of the price of the Copper and aluminium, the Company has entered into various purchase contracts for these material for which there is an active market The Companyâs Board of Directors has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering into the contract for the purchase of these material based on average price of for each month.

b) Credit Risk

Customer credit risk is managed subject to the Companyâs established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating score card and individual credit limits are defined in accordance with this assessment.

c) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time. The Companyâs objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of short term bank deposits and cash credit facility. Processes and policies related to such risks are overseen by senior management. Management monitors the Companyâs liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

The following tables detail the Companyâs remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay.

8. During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December, 30 2016, the denomination wise SBNs and other notes as per the notification is given below.

9. Events occurring after balance sheet date

The Company has sold its Consumer Durable Business comprising of business of importing, trading, marketing, exporting, distribution, sale of air conditioners, televisions, washing machines and other household appliances and assembling of televisions under the brand âLLOYDâ and all of the rights, title, interest and assets, licenses, continuing employees of the said business, intellectual property including the brand, logo, trade mark âLLOYDâ as a going concern on slump sale basis to Havells India Ltd. on May 08, 2017 at an enterprise value of Rs.1,550 Crores on a debt free cash free basis.

With effect from the closing date all assets/interest/rights etc. including continuing employees of the consumer durable business got transferred to Havells India Ltd. pursuant to the agreement entered with it.

The sale of the consumer durable business will not have any impact on the Companyâs existing B2B air conditioning business as the Company has not sold any of its manufacturing facility as the part of the aforesaid transaction and the Company shall continue with its existing business of manufacturing of air conditioners as OEM suppliers for other brands, packaged air conditioning for railways and heat exchanger business, which are its core competencies.

Pursuant to the transaction, the Company has also changed its name to âLEEL Electricals Ltd.â which was duly approved by the Central Government on May 23, 2017.

10. Disclosures as required by Indian Accounting Standard (IND AS 101) first time adoption of Indian Accounting Standard:

These are Companyâs first financial statements prepared in accordance with IND AS. The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended 31st March, 2017, the comparative information presented in these financial statements for the year ended 31st March, 2016 and in the preparation of an opening Ind As balance sheet as at 1st April, 2015 (the Companyâs date of transition). In preparing its opening IND AS balance sheet, the company has adjusted the amounts reported previously in financial statements prepared in accordance with accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (Indian GAAP). An explanation of how the transition from previous GAAP to IND AS has affected the financial position & financial statements is set out in following notes.

Notes to the reconciliation of Balance Sheet as at 1st April 2015 and 31st March 2016 and the total comprehensive income for the year ended 31st March 2016:

a) Loan recognized at amortized cost using effective rate of interest

Under the previous GAAP, transaction costs incurred in connection with borrowings are amortized upfront and charged to profit or loss for the period. Under IND AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss using the effective interest method.

b) Fair value of financial assets at amortized cost

i) Security deposits (Refundable on completion of lease term)

Under the previous GAAP, interest free security deposits (that are refundable in cash on completion of lease term) are recorded at their transaction value. Under IND AS all financial assets are required to be recognized at fair value. Accordingly the Company has fair valued the security deposit retrospectively. Difference between the transaction value and fair value is recognized as prepaid rent as on the date of transition and thereafter recognized at amortized cost.

ii) Interest free retention money (Refundable on completion contract)

Under the previous GAAP, interest free retention money (that are refundable in cash on completion of lease term) are recorded at their transaction value. Under IND AS all financial assets are required to be recognized at fair value. Accordingly the Company has fair valued the retention money. Difference between the transaction value and fair value is recognized in retained earnings as on the date of transition and thereafter recognized at amortized cost.

c) Fair value of investment through OCI

Under the previous GAAP, investments are recorded at their transaction value. Under IND AS all investment are required to be recognized at fair value. Accordingly the company has fair valued the investment at each balance sheet date based on quoted market price in active market. Difference between the transaction value and fair value is recognized in other comprehensive income.

d) Expected credit loss on trade receivables

Under the previous GAAP, allowances on trade receivables are required to be recognized based on actual doubtful debt. Under IND AS, life time expected credit losses are required to be recognized based on its historically observed default rates over the expected life of trade receivable.

e) Reversal of proposed dividend and recognition in the year of declaration and payment

Under the previous GAAP, proposed dividend including corporate dividend tax (CDT), are recognized as liability in the period to which they relate, irrespective of when they are declared. Under IND AS, proposed dividend is recognized as liability in the period in which it is declared by the Company, usually when approved by the shareholders in a general meeting, or paid.

f) MTM of forward contract

Under IND AS, Any gains or losses arising from changes in the fair value of derivatives are recognized directly in profit or loss and corresponding assets and liabilities have been recognized.

g) Other adjustments

Under IND AS, transaction costs incurred are included in the initial recognition amount of Investment.

h) Deferred tax liability on land revaluation

Under the previous GAAP, deferred tax is calculated using the income statement approach, Under IND AS, deferred tax are required to be recognized on land revaluation as at 1 April 2015 related to the earlier land revaluations.

i) Deferred tax

Under the previous GAAP, deferred tax is calculated using the income statement approach, which focuses on difference between taxable profits and accounting profits for the period. IND AS 12-â Income taxâ requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base

j) Assets held for sale

Under IND AS 105, âNon-current assets held for sales and discontinued operationâ requires assets to be identified as held for sales if carrying amount will be recovered principally through sale transaction rather than continuing use and sale is considered highly probable. Consequently land held for sales have been presented separately from property plant and equipment. There is no impact on total equity and profit as a result of this adjustment.

k) Excise duty

Under the previous GAAP, revenue from sale to goods was presented exclusive of excise duty. Under IND AS revenue from sales of goods is presented inclusive of excise duty. Excise duty paid is presented on face of statement of profit and loss account as a part of expense.

l) Cash discount

Under the previous GAAP, cash discount was presented under other expenses. Under IND AS revenue from sales of goods is recognized at fair value of consideration expected to be received. Accordingly revenue for the year ended March 31, 2016 is presented net of cash discount.

m) Statement of cash Flows

The transition from Indian GAAP to IND AS has not had a material impact on the statement of cash flows.

11. Figures relating to 1st April 2015 (date of transition) and previous year have been regrouped/reclassified wherever necessary to make them comparable with the current year figures.

12. Notes â1â to â53â form an integral part of accounts and are duly authorized.

Mar 31, 2016

1. Micro and Small Scale Business Entities

This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identifed on the basis of information available with the Company. Accordingly,
there were no interest due on the principal amount, not there was necessity to pay interest for delayed payment in terms of
section 16 of the Micro, Small and Medium Enterprises Development Act.

2. Investment in Subsidiary Companies

During the year under review, the Company has acquired "Rail & Vehicle" business of Noske-Kaeser Group based in Germany, New
Zealand, Australia, Brazil and the United States by acquiring 100% of the assets relating to Rail & Vehicle business of
Noske-Kaeser Group situated in Germany through a Special Purpose Vehicle formed in Hamburg, Germany and 100% of the shares in
Noske- Kaeser''s group companies located in New Zealand, Australia, Brazil and the US after carve out of the non-Rail & Vehicle
business for total consideration of Euro 2.3 Million (INR 16.27Cr.) which includes an upfront payment of Euro 2.00 Million (INR
13.70 Cr.) and earn out of Euro 0.30 Million (INR 2.57 Cr.) payable in the next year as per the Assets & Share Purchase Agreement
(ASPA) entered with seller.

For the purpose of the acquisition, including the above purchase consideration, the Company has made Equity Investment in wholly
owned subsidiary, Noske-Kaeser Rail & Vehicles Germany GmbH of Euro 0.36 Million (equivalent to INR 2.72 crores), Noske- Kaeser
Rail & Vehicles New Zealand Ltd (having two step down subsidiaries viz; Noske-Kaeser Rail & Vehicle Australia Pty Ltd and
Noske-Kaeser Empreendimentos e ParticipaÃ§Ã´es do Brasil Ltda.) of Euro 1.8 Million (Equivalent to INR 13.54 Cr.), Noske-Kaeser US
Rail & Vehicles LLC of Euro 1000 (equivalent to INR 0.008 Cr). The Loan provided in addition to equity investment during the year
is mentioned in note no. 35.

3. Unquoted investment in subsidiary Company

Unquoted investment in subsidiary companies is of long-term strategic value. In the opinion of the management, the current
diminution in the value of these investments is temporary in nature considering the inherent value and nature of investee''s
business proposal and hence no provision is required.

4. Capital work in progress

Capital work in progress amounting to Rs. 6.70 Crores

5. Related Party Disclosures: (in which some Directors are interested)

A. Names of related parties and related party relationships

i. Wholly Owned Subsidiaries

a. Lloyd Coils Europe s.r.o. Czech Republic

b. Janka Engineering s.r.o. Czech Republic

c. Noske Kaeser Rail & Vehicle Germany GmbH;

d. Noske Kaeser US Rail & Vehicle LLC;

e. Noske Kaeser Rail & Vehicles New Zealand Limited ("NK NZ");

f. Noske-Kaeser Rail & Vehicle Australia Pty Ltd (Indirect Wholly owned subsidiary through NK NZ)

g. Noske-Kaeser Empreendimentos e ParticipaÃ§Ã´es do Brasil Ltda. (Indirect Wholly owned subsidiary through NK NZ)

ii. List of Key management personnel as defned under Accounting Standard (AS) 18, ''Related party disclosures:

a. Mr. Brij Raj Punj Chairman and Managing Director

b. Mr. Bharat Raj Punj Deputy Managing Director

c. Mr. Achin Kumar Roy Whole Time Director

d. Mr. Mukat B. Sharma Chief Financial Offcer and Whole Time Director

e. Mr. Nipun Singhal Whole Time Director

iii. Enterprises owned or signifcantly infuenced by key management personnel or their relatives;

a. Fedders Lloyd Corporation Ltd

b. Fedders Lloyd Trading FZE

c. Airserco Pvt. Ltd.

d. Perfect Radiators & Oil Coolers Pvt. Ltd.

e. PSL Engineering Pvt. Ltd.

f. Regal Information Technology Pvt. Ltd.

(Contd...)

g. Lloyd Aircon Pvt. Ltd.

h. Lloyd Credits Ltd.

i. Lloyd IT Technology Pvt. Ltd.

j. Lloyd Sales Pvt. Ltd.

k. Lloyd Manufacturing Pvt. Ltd.

l. Lloyd Infotech (India) Pvt. Ltd.

m. Lloyd Stock & Investments Pvt. Ltd.

n. Himalayan Mineral Waters Pvt. Ltd.

o. Punj Engineering Pvt. Ltd.

p. Punj Services Pvt. Ltd.

q. Pandit Kanahaya Lal Punj Pvt. Ltd.

r. PSL Wolfe JV Pvt. Ltd.

s. Pandit Kanahaya Lal Punj Trust

t. Brij Raj Punj(HUF)

Fixed Assets as per Geographical Locations

The Company has common fxed assets, other assets and liabilities for domestic as well as overseas market. Hence, separate fgures
for assets and liabilities have not been furnished.

6. During the year under review, the insurance Company declined to admit the insurance claim of Rs.46.44 Crores in respect of fre
which occurred on 24th August, 2013 at Company''s Warehouse in Kalkaji, New Delhi on certain technical grounds including post
claim endorsement. In view of the uncertainty arising therefrom, the Company as a matter of prudence has written off Rs.45.80
Crores and charged it to the statement of Proft & Loss Account as an exceptional item. Nevertheless, the Company is pursuing its
entitlement and has initiated appropriate legal recourse.

* The segment revenue of Consumer Durable business for the previous year ended March 31, 2015 excluded 91.16 Cr, being one-time
inter-segmental sale to OEM Segments. The same has been re-grouped to make it comparable with the current year fgures.

**As certain assets of the Company including manufacturing facilities are often deployed interchangeably across segments, the
Company has to the extent possible identifed segment-wise Capital Employed.

7. Financial Statements and Derivatives Instruments

Derivative Contracts entered into by the Company and Outstanding as on 31st March, 2016 i) For Hedging Currency and Interest rate
related risks:

ii) For hedging Commodity related risks: the Company held open commodity derivatives in the total positive fair value of NIL
amount (previous Year USD 308,780)

8. Previous year fgures have been regrouped and rearranged wherever necessary.

9. Notes ''1'' to ''42'' form an integral part of accounts and are duly authorized.

Mar 31, 2015

1. CORPORATE INFORMATION

Lloyd Electric & Engineering Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange of India Limited (NSE) & Bombay Stock Exchange Limited (BSE) in India. The company is the largest manufacturer of heat exchangers coils in India. It manufactures air conditioners for various brands as OEM / ODM including its own brand of LLOYD. It is also engaged in the consumer durable business under " Lloyd" brand which includes product portfolio like Air Conditioner, LED TV, Washing Machines, Chest Freezers and other small home appliances. The company caters to both domestic and international markets.

2. BASIS OF PREPARATION

The Financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards the relevant provision of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention, except for land acquired before 1st April, 1993 which are carried at revalued amounts.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

(b) Terms/rights attached to equity shares

The company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(d) Money Received Against Share Warrants

Money received against Share Warrants represents amounts received towards warrants which entitles the warrant holders, the option to apply for and be alloted equivalent number of equity shares of the face value of Rs. 10/- Each.

During the Current Financial Year, the Company has issued to its Promoter/Promoters Group 60,00,000 Warrants at a price of Rs. 152 each entitling them for subscription of equivalent number of Equity Shares of Rs. 10/- each (including premium of Rs. 142/- each Share) in accordance with chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009. The holder of the warrants would need to exercise the option to subscribe to equity shares before the expirty of 18 months from the date of allotment made on 13th March, 2015 upon payment of the balance 75% of the consideration of warrants.

29. Contingent liability not provided for:

Particulars Current Year Previous Year (` in Crore) (`in Crore)

2014-15 2013-14

A. Claims against the Company / disputed liabilities not acknowledged as debts*

a) Income Tax matters - 1.11

b) Excise Duty matters 21.75 21.75

c) HP State Electricity Board 10.55 10.55

B. Guarantees

i) Bank Guarantees 5.95 5.94

ii) Stand by Line of Credit of Euro 3.785 million from IndusInd Bank 19.51 31.17 Limited given by the Company for Euro 4.00 million Term Loan facility availed by Lloyd Coils Europe s.r.o. a wholly owned subsidiary from SBI Paris (Euro 2.89 million as at March 31, 2015.)

iii) Stand by Line of Credit of euro 2 Million from ING Vysya Bank NIL 16.47 given by the company for working capital facility availed by Janka Engineering s.r.o. a wholly owned subsidiary from ING Czech Republic. (Euro 2.00 Million as at March 31, 2014)

(iv) Stand by Line of Credit of Euro 1.25 Million from Standard 8.44 10.25 Chartered Bank given by the company for Euro 1 million working capital facility availed by Janka Engineering s.r.o. a wholly owned subsidiary from Komercni Bank Czech Republic.(Euro 1.25 Million as at March 31, 2014)

(v) Corporate Guarantee of Euro 4.3 Million issued by the Company NIL 35.26 in favour of ING Bank, Prague, Czech Republic to secure the working capital facility extended to Lloyd Coils Europe s.r.o.

(vi) Corporate Guarantee of Euro 3 Million issued by the Company in 20.25 NIL favour of GE Money Bank, a.s. for credit facility availed by Lloyd Coils Europe s.r.o.

* the Company has received show cause notices from custom department post the balance sheet date. The total demand under show cause notices received is Rs.46.23 Crore

30. Contracts remaining to be executed NIL NIL on capital account and not provided for

31. Micro and Small Scale Business Entities:

This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. Accordingly, there were no interest due on the principal amount, not there was necessity to pay interest for delayed payment in terms of section 16 of the Micro, Small and Medium Enterprises Development Act.

3) Investment in Subsidiary Company:

During the year under review, the wholly owned subsidiary, Janka Engineering s.r.o has repaid shareholders loan of Euro 0.02 million (equivalent to INR 0.16 crores).

4. Unquoted investment in subsidiary Company:

Unquote investment in subsidiary companies is of long-term strategic value. In the opinion of the management, the current diminution in the value of these investments is temporary in nature considering the inherent value and nature of investee's business proposal and hence no provision is required.

5. Disclosure as per clause 32 of the Listing Agreement:

a) Loan given to Subsidiary and outstanding as on 31.03.2015

6. Capital work in progress:

Capital work in progress amounting to Rs. 7.69 Crores

7. Related Party Disclosures: (in which some Directors are interested)

A. Names of related parties and related Party relationships: -

i. Wholly Owned Subsidiaries

a. Lloyd Coils Europe s.r.o. Czech Republic

b. Janka Engineering s.r.o. Czech Republic

ii. List of Key management personnel as defined under Accounting Standard (AS) 18, 'Related party disclosures':

a. Mr. Brij Raj Punj Chairman and Managing Director

b. Mr. Bharat Raj Punj Executive Director

c. Mr. A. K. Roy Whole Time Director

d. Mr. Mukat B. Sharma Chief Financial Officer cum Whole Time Director

e. Mr. Nipun Singhal Whole Time Director

iii. Enterprises owned or significantly influenced by key management personnel or their relatives;

a. Fedders Lloyd Corporation Ltd

b. Fedders Lloyd Trading FZE

c. Airserco Pvt. Ltd.

d. Perfect Radiators & Oil Coolers Pvt. Ltd.

e. PSL Engineering Pvt. Ltd.

f. Regal Information Technology Pvt. Ltd.

g. Lloyd Aircon Pvt. Ltd.

h. Lloyd Credits Ltd.

i. Lloyd IT Technology Pvt. Ltd.

j. Lloyd Sales Pvt. Ltd.

k. Lloyd Manufacturing Pvt. Ltd.

l. Lloyd Infotech (India) Pvt. Ltd.

m. Lloyd Stock & Investments Pvt. Ltd.

n. Himalayan Mineral Waters Pvt. Ltd.

o. Punj Engineering Pvt. Ltd.

p. Punj Services Pvt. Ltd.

q. Pandit Kanahaya Lal Punj Pvt. Ltd.

r. PSL Wolfe JV Pvt. Ltd.

s. Pandit Kanahaya Lal Punj Trust

8. Segment Information

A. Primary Segment Reporting (By Business Segment)

The Company has following Business segments as its primary reportable segments:- a. Consumer Durables

b. OEM & Packaged Air-conditioning

c. Heat Exchangers & Components

Fixed Assets as per Geographical Locations

The Company has common fixed assets, other assets and liabilities for domestic as well as overseas market. Hence, separate figures for assets and liabilities have not been furnished.

9. During the Financial Year 2013-14 on 24th August 2013, fire broke out at the adjoining warehouse at Gate No. 3, Plot No-2, Kalkaji Industrial Area, New Delhi-110019 and soon spread burning down the Company's warehouse, resulting in loss of stocks and warehouse. However, was no casualty arising out of the fire. The Company had filed the claim of Rs. 46.44 Crores with the United India Insurance Co. Ltd. The matter is pending with Insurance Company.

Derivative Contracts entered into by the Company and Outstanding as on 31st March, 2015 i) For Hedging Currency and Interest rate related risks:

ii) For hedging Commodity related risks: the company held open commodity derivatives in the total positive fair value of USD 308780 (Previous Year NIL)

10. Previous year figures have been regrouped and rearranged wherever necessary.

11. Notes "1" to "41" form an integral part of accounts and are duly authorized.

Mar 31, 2013

1. CORPORATE INFORMATION

Lloyd Electric & Engineering Limited is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange of India Limited (NSE) & Bombay Stock Exchange Limited (BSE) in India. The Company has also issued GDR''s, which are listed on London Stock Exchange. The Company is the largest manufacturer of heat exchanger coils in India. It manufactures air conditioners for various brands as OEM / ODM including its own brand of LLOYD . It is also engaged in trading of Air-conditioner and consumer durable products like LCD / LED ,Chest freezers etc under "LLOYD" Brand. The Company caters to both domestic and international markets.

During the year, Scheme of arrangement under Section 391 to 394 of the Companies Act, 1956 was sanctioned by the Hon''ble High courts of Delhi and Rajasthan which became effective of 11th June, 2013 with appointed date as 1st April, 2011. The said scheme approved by the respective courts and has been given effect to in these financial statements. (Please refer note no. 32)

2. BASIS OF PREPARATION

The Financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention, except for land acquired before 1st April, 1993 which are carried at revalued amounts.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3) Contingent liability not provided for:

Particulars Current Year Previous Year (Rs. In Crores) (Rs. In Crores) 2012-13 2011-12

a) Bank Guarantees 5.80 15.78

b) Corporate Guarantee of Euro 15 million given by the Company for Euro 10.50 38.21 12 million Loan availed by Lloyd Coils Europe s.r.o. a wholly owned Subsidiary from SBI , London . Balance Outstanding as at March 31, 2013 is Euro 1.50 million (Euro 4.50 Million as at March 31, 2012)

c) (i) Stand by Line of Credit of Euro 1.00 million from ING Vysya Bank 7.00 16.98 given by the Company for Euro 2.00 million working capital facility availed by Lloyd Coils Europe s.r.o. a wholly owned subsidiary from ING Czech Republic (Euro 2 million as at March 31, 2012)

(ii) Stand by Line of Credit of Euro 1.50 Million from ING Vysya Bank 10.50 13.58 given by the Company for Euro 2 million working capital facility availed by Janka Engineering s.r.o.a wholly owned subsidiary from ING Czech Republic.(Euro 2.00 Millions as at March 31, 2012)

(iii) Stand by Line of Credit of Euro 1.50 Million from Standard 10.50 10.19 Chartered Bank given by the Company for Euro 1 million working capital facility availed by Janka Engineering s.r.o.a wholly owned subsidiary from Komercni Bank Czech Republic. (Euro 1.50 Millions as at March 31, 2012)

4) Contracts remaining to be executed NIL 2.79 On capital account and not provided for

5) Micro and Small Scale Business Entities:

This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. Accordingly, there were no interest due on the principal amount, nor there was necessity to pay interest for delayed payment in terms of section 16 of the Micro, Small and Medium Enterprises Development Act.

6) Disclosure in respect of "Acquisition of Demerged business of Perfect Radiator & Oil Coolers Private Limited (PROC)":

I. A scheme of arrangement under section 391 to 394 of the Companies Act, 1956 was filed with an appointed date of 1st April, 2011 with the Hon''ble High Courts of Delhi and Rajasthan which has been approved by the shareholders in the Court convened meeting held on 24th November 2012. The said scheme duly approved by the Hon''ble High Courts became effective on 11th June, 2013 and has been given effect to in these financial statements as the Scheme became effective with retrospective effect i.e. 1st April, 2011.

II. As per the scheme, the Company has recorded the assets and liabilities forming part of the demerged undertaking vested in it at their respective book value as appearing in the books of accounts of PROC at the close of the business immediately preceding the appointed date at Net Asset Value for Rs. 27,10,05,440/- for Total Consideration of Rs. 36,11,52,000 by issuing 43,20,000 equity shares (swap ratio of 54:100) of Rs. 10 each based on the valuation of Rs. 83.60 per share arrived by independent Valuer Ernst & Young. Further Rs. 4,32,00,000 has been transferred to Share capital Suspense Account and Rs.31,79,52,000 to Share Premium Account. As on 31st March, 2013, 43,20,000 number of equity share of Rs.10/- each are poised for allotment for consideration other than cash in favor of shareholders of PROC and the same has been shown as Share Capital Suspense Account.

III. The Difference in accounting policy with regard to depreciation on fixed assets between Perfect Radiators & Oil Coolers Private Limited (PROC) and the Company aggregating to Rs.1,22,48,519/- has been adjusted to the Share Premium Account.

7) Investment in Subsidiary Company:

During the year under review, the Company extended shareholders loan of Euro 1.5 million (equivalent to INR 1044.45 lacs) to its wholly owned subsidiary, Lloyd Coils Europe, the Company has received interest of Rs. 289.56 lacs on the loan extended by the Company . Loan of Euro 0.2 million (equivalent to INR 139.84 Lacs) to its wholly owned subsidiary, Janka Engineering s.r.o., the Company has received interest of Rs. 4.22 lacs on the loan extended by the Company .

8) Unquoted investment in subsidiary Company:

Unquote investment in subsidiary companies is of long-term strategic value. In the opinion of the management, the current diminution in the value of these investments is temporary in nature considering the inherent value and nature of investee''s business proposal and hence no provision is required.

9) Previous year figures have been regrouped and rearranged wherever necessary.

Mar 31, 2012

1. CORPORATE INFORMATION

Lloyd Electric & Engineering Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange of India Limited (NSE) & Bombay Stock Exchange Limited (BSE) in India. The company has also issued GDR's, which are listed on London Stock Exchange. The company is the largest manufacturer of heat exchangers coils in India. It manufacture air conditioners for various brands as OEM / ODM including its own brand of LLOYD. It is also engaged in trading of Air-conditioner and consumer durable products like LCD / LED , etc. The company caters to both domestic and international markets.

2. BASIS OF PREPARATION

The Financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention, except for land acquired before 1st April, 1993 which are carried at revalued amounts.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3. Contingent liability not provided for:

Particulars Current Year Previous Year (Rs. In lacs) (Rs. In lacs)

a) Bank Guarantees 1178.27 740.70

b) Corporate Guarantee of 15 million Euro given by the Company 3820.75 5906.25 for 12 million Euro Loan availed by Lloyd Coils Europe s.r.o. a wholly owned subsidiary. Balance Outstanding as at March 31, 2012 is 4.50 million and (7.50 Million as on March 31, 2011)

c) (i) Stand by Line of Credit of Euro 2.5 million given by the 1698.10 1575.00 Company for Euro 2.25 million working capital facility availed by Lloyd Coils Europe s.r.o. a wholly owned Company (as at March 31, 2012)

(ii) Stand by Line of Credit of Euro 2.00 Million given by the 1358.48 844.10 company (ING Vysya Bank).

(iii) Euro 1.00 million working capital facility availed by 679.20 629.90 Janka Engineering s.r.o. a wholly owned subsidiary. (as at March 31, 2012) (Standard Chartered Bank)

(iv) Letter of Comfort of Euro Nil (Previous Year Euro 1.61 million) - 1014.30 has been issued on behalf of foreign wholly owned subsidiaries.

30) Contracts remaining to be executed 279.29 282.58 on capital account and not provided for

4. Micro and Small Scale Business Entities:

This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. Accordingly, there were no interest due on the principal amount, not there was necessity to pay interest for delayed payment in terms of section 16 of the Micro, Small and Medium Enterprises Development Act.

5. Investment in Subsidiary Company:

During the year, the Company, Lloyd Electric & Engineering Ltd. Invested Euro 0.8 Million (equivalent to INR 549.11 lacs ) towards capital contribution of Janka Engineering s. r. o.

During the year under review, the Company extended shareholders loan of Euro 2.6 million (equivalent to INR 1729.81 lacs) to its wholly owned subsidiary, Lloyd Coils Europe, the company has received interest of Rs. 173.14 Lacs for its wholly owned subsidiary.

6. Unquoted investment in subsidiary Company:

Unquote investment in subsidiary companies is of long-term strategic value. In the opinion of the management, the current diminution in the value of these investments is temporary in nature considering the inherent value and nature of investeeÃs business proposal and hence no provision is required.

7. Capital work in progress:

Capital work in progress amounting to Rs. 970.01 Lacs.

8. Previous year figures have been regrouped and rearranged wherever necessary.

Mar 31, 2011

1) Contingent liability not provided for:

Particulars Current Year Previous Year (Rs.Inlacs) (Rs.In lacs)

a) BankGuarantees 740.70 200.14

b) Corporate Guarantees given against loan taken by related parties. Nil 5000.00

c) Corporate Guarantee of 15 million Euro given by the Company for 12million 5906.25 9600.00 Euro Loan availed by Lloyd Coils Europe s.r.o.a wholly owned subsidiary. Out standing as at March31,2011 is Euro 7.50 million.

d)

(i) Stand by Line of Credit of Euro 2.5 million given by the Company for 1575.00 - Euro 2.25 million working capital facility availed by Lloyd Coils Europe s.r.o.a wholly owned subsidiary.

(ii) Stand by Line of Credit of Euro 2.34 million given by the Company for 1474.00 - Euro 1.90 million working capital facility availedbyJanka Engineering s.r.o a wholly owned subsidiary.

(iii) LetterofComfortofEuro1.61 million hasbeen issued on behalf of 1014.30 - foreign wholly owned subsidiaries.

2) Contracts remaining to be executed Rs.282.58lacs Rs.2500.00 lacs on capital account and not provided for

3) Micro and Small Scale Business Entities:

This information as required to be disclosed under the Micro,Small and Medium Enterprises Development Act,2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. Accordingly, there were no interest due on the principal amount, not there was necessity to pay interest for delayed payment in terms of section 16 of the Micro,Small and Medium Enterprises Development Act.

4) Investment in Subsidiary Company:

During the year,the Company, Lloyd Electric & Engineering Ltd. Invested Euro 1.2 Million (equivalent to INR716.47 lacs) towards capital contribution of Lloyd Coils Europe s.r.o.

During the year under review,the Company extended shareholders loan of Euro 1.5 million (equivalent to INR 944.36 lacs) to its wholly owned subsidiary, Lloyd Coils Europe.On loan outstanding interest is INR 33.31 lacs at 31 st March 2011. The loan of EURO 0.15 million (equivalent to INR 89.25 lacs) given to Janka Engg.s.r.o.and interest is INR 6.34 Lacs as on 31st March,2011.

5) Unquoted investment in subsidiary Company:

Unquote investment in subsidiary companies is of long-term strategic value. In the opinion of the management, the current diminution in the value of these investments is temporary in nature considering the inherent value and nature of investee's business proposal and hence no provision is required.

7) Capital work in progress:

Capital workin progress amounting to Rs.2233.67 Lacs.

8) Related Party Disclosures: (in which some Directors are interested)

A. Related Companies:-

Name of Company Nature of Relationship (Associate Co/ Subsidiary Co/Directors Interested)

Airserco Pvt.Ltd. Director Interested

Fedders Lloyd Corporation Ltd Director Interested

Perfect Radiators &Oil Coolers Pvt.Ltd. Director Interested

PSL Engineering Pvt.Ltd. Director Interested

Regal InformationTechnology Pvt.Ltd. Director Interested

Fedders Lloyd Trading FZE Director Interested

Foreign Subsidiary Company:

Lloyd Coils Europe s.r.o. 100% Subsidiary

Lloyd Electric FZE 100%Subsidiary

Janka Engineering s.r.o. 100% Subsidiary

B. Key Management Personnel- Mr. Br ij Raj Punj Chairman and Managing Director Mr.A.K.Roy WholeTime Director Mr.MukutSharma Chief Financial Officer cum WholeTime Director

11) Previousyear figures have been regrouped and recast wherever necessary.

12) In the opinion of the Board, the current assets are approximately of the value as stated, if realized in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably considered necessary. Income accrued has been accounted for in the books.

13) Schedules "A" to "S" form an integral part of accounts and are duly authorized.

Mar 31, 2010

1) Contracts remaining to be executed on capital account and not provided for

2) Micro and Small Scale Business Entities:

This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. Accordingly, there were no interest due on the principal amount, not there was necessity to pay interest for delayed payment in terms of section 16 of the Micro, Small and Medium Enterprises Development Act.

3) Investment in Subsidiary Company:

During the year, the Company, through its wholly owned subsidiary Janka Engineering s.r.o. (a special purpose vehicle) acquired all assets (no liabilities) of Janka Radotin a.s.. The acquisition cost was funded from internal accruals. Lloyd Electric & Engineering Ltd. Invested Euro 4.71 Million (equivalent to INR 3317.10 lacs ) towards capital contribution of Janka Engineering s.r.o. uptill March 31, 2010. Lloyd Electric & Engineering Ltd. hold 100% ownership interest in its overseas subsidiary, Janka Engineering s.r.o.

During the year under review, the Company extended shareholders loan of Euro 1.3 million to its wholly owned subsidiary, Lloyd Coils Europe, which together with the earlier loan outstanding with interest was converted into capital of Lloyd Coils Europe s.r.o. As at 31st March 2010, the company has contributed INR 3784.62 lacs in capital of Lloyd Coils Europe s.r.o.

4) Unquoted investment in subsidiary Company:

Unquote investment in subsidiary companies is of long-term strategic value. In the opinion of the management, the current diminution in the value of these investments is temporary in nature considering the inherent value and nature of investees business proposal and hence no provision is required.

5) Disclosure as per clause 32 of the Listing Agreement:

Loan given to Subsidiary:

Name of the Company Relationship Amount Outstanding

As on 31.03.2010

(Rs. In lacs)

Lloyd Coils Europe Subsidiary Loan 2189.62

s.r.o.

Transfer to 2189.62 Nil

Equity

(Investment)

Janka Engineering s.r.o Subsidiary Loan 3311.60

Transfer to Equity 3311.60 Nil

(Investment)

Lloyd Electric FZE Subsidiary Loan & Advances 60.70

6) Capital work in progress:

Capital work in progress amounting to Rs. 1812.92 Lacs.

7) Related Party Disclosures: (in which some Directors are interested)

A. Related Companies: -

Name of Company Nature of Relationship

(Associate Co/ Subsidiary

Co/Directors Interested)

Airserco Pvt. Ltd. Director Interested

Fedders Lloyd Corporation Ltd Director Interested

Perfect Radiators & Oil Coolers Director Interested

Pvt. Ltd.

PSL Engineering Pvt. Ltd. Director Interested

Regal Information Technology Director Interested

Pvt. Ltd.

Foreign Subsidiary Company:

Lloyd Coils Europe s.r.o. 100% Subsidiary

Lloyd Electric FZE 100% Subsidiary

Janka Engineering s.r.o. 100% Subsidiary

B. Key Management Personnel-

Mr. Brij Raj Punj Chairman and Managing Director

Mr. A. K. Roy Whole Time Director

Mr. Mukat Sharma Chief Financial Officer cum Whole Time Director

8) Previous year figures have been regrouped and recast wherever necessary.

9) In the opinion of the Board, the current assets are approximately of the value as stated, if realized in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably considered necessary. Income accrued has been accounted for in the books.

10) Schedules "A" to "S" form an integral part of accounts and are duly authorized.

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