fedders lloyd corporation ltd. · the hvac&r business of your company provides extensive range...

HVAC&R

SteelStructurals

Power

GlobalInfrastructureDevelopment

IndustrialProjects

FEDDERS LLOYD CORPORATION LTD.rd53 Annual Report 2008-2009

Financial Highlights2008-2009

Total Income

Rs. 46,085.76 Lacs

Earnings before Interest

Depreciation & Tax

Rs. 2,948.82 Lacs

Profit before Tax

Rs. 1,403.40 Lacs

Profit after Tax

Rs. 1,131.57 Lacs

Earnings per Share

Rs. 3.68

Fedders Lloyd - Global in Vision

Rooted in Indian Values

Registered OfficeC-4, Phase – II, Noida

Distt. Gautam Budh Nagar

U.P. - 201 305

Corporate Office159, Okhla Industrial Estate

Phase-III, New Delhi - 110 020

Phone: 011- 40627200-300

Fax: 011- 41609909

WEB SITE: www.fedderslloyd.com

Board of DirectorsMr. Brij Raj Punj

Chairman & Managing Director

Mr. S.S. DhawanWhole Time Director

Mr. T.V.P. Punj

Mr. K. Lall

Mr. S.S. Kumar

A.V.M. S.K. Sharma (retd.)

Mr. Ajay Dogra

Company SecretaryMs. Purnima Sharma

Statutory AuditorsM/s Suresh C. Mathur & Co.

Chartered Accountants

New Delhi

BankersState Bank of IndiaState Bank of PatialaState Bank of HyderabadState Bank of MysoreAxis Bank Ltd.

Share Transfer AgentSkyline Financial Services Private Limited

st246, 1 Floor, Sant Nagar

Main ISKCON Temple Road

East of Kailash

New Delhi - 110065

Telephone: 011 - 26292682, 83

Fax: 011 - 26292681

Existing Facilities:I. C-4, Phase-II, Noida II. Saketi Road Industrial Area

Distt. Gautam Budh Nagar Kala-amb, Tehsil NahanU.P. - 201 305 Distt. sirmor, Himachal Pradesh

III. Shed No. 77, Annai Anjugam Nagar IV. Plot No. 5, Industrial AreaKundrathur-Somangallam Road, Sikandarabad,Nandapallam, Post, Chennai - 600 069 Distt. Bulandshahar (U.P.)

V. Plot No. 24, Sector 2, IIE PantnagarDisst. Udham Singh NagarUttarakhand

Overseas Subsidiary:Fedders Lloyd Trading FZE

P.O. 10055, Ras Al Khaimah, United Arab Emirates

Warehouse No. WH 11, Shed No. 18, Industrial Park,

Ras Al Khaimah Free Trade Zone Authority

From the desk of the Chairman

Ladies & Gentlemen,

It's the time of the year when I look ahead to speak to you all about your Company's performance. Our principles

and values continue to impel us towards the growth in various dimensions. During the year under review, we have

experienced both change as well as continuity. What remained unchanged are the traits of Fedders Lloyd -

commitment to innovation, consistency and integrity. As recent global events have shown, markets on their own

can not be expected to deliver the imperatives of sustainable developments. Therefore, your Company crafted a

new path to place a premium on sustainable development. During the year 2009, your Company achieved a

significant mile stone by its foray into power sector and thereby seeks out the synergies from the business potential

of the sector and from the increasing benefits and incentives from the Government.

Your Company continues to seek profitable avenues of growth in consonance with its quality benchmarks.

Throughout the year, initiating of major and highly innovative projects highlighted our team's ability to carry

ambitious projects to successful completion.

THE ECONOMY

Indian economy has been witnessing a phenomenal growth since the last decade. The country is still holding its

ground in the midst of the current global financial crisis. The cataclysmic events that shook the very foundations of

the American financial system and subsequently the rest of the world have impacted business across the globe. The

brunt of melt down was felt in Indian economy as well, with growth in Industrial production plummeting to 2.6% in

2008-09 versus 8.5% in the corresponding previous year. However, in the overall context, India has navigated the

turbulence admirably, thanks to regulatory prudence and foresight. A number of leading indicators, such as

increase in hiring and encouraging data from a number of key manufacturing segments such as steel and cement

indicate that the downturn has bottomed out and highlight the Indian economy's resilience. Meanwhile, foreign

institutional investors (FIIs) turned net buyers in the Indian market in the year 2009. GDP growth of 6.7% bettered

earlier estimates-helped in part by the stimulus packages announced by the Union Government- making India the

second fastest growing economy in the world.

FINANCIAL PERFORMANCE

Despite the very difficult external economic environment, your Company delivered another year of steady performance and growth. During the year under review, the total income of your Company grew by 3.15% to Rs. 46085.76 Lacs. The total income generated from HVAC&R Business stood at Rs. 36158.88 Lacs while Steel Structurals business contributed to Rs. 9926.88 Lacs in the total income of your Company. The post-tax profit of your Company during the year under review stood at Rs. 1131.57 Lacs as compared to Rs. 1926.48 Lacs during the previous corresponding year with a decline of 41.26%. The decline in profitability was due to overall slow down in the economy which impacted the demand coupled with soaring raw material prices for major part of the year. However, with the strong presence in the market, your Company was able to response to the changes in the market conditions adequately.

Strengthened by strong engineering capabilities, your Company made a move with the times and diversified into Structural Steel Segment during the year 2008 comprising of Steel Fabrication, Design & Erection, Pre-Engineered Building and Scaffolding & Form Works items. The year 2009 was proved yet another benchmark for your Company by its diversification into Power sector.

With the latest diversifications, your Company has become a conglomerate of following intensified business segments:

HVAC&R BUSINESS

The HVAC&R business of your Company provides extensive range of air-conditioning comprising of Window Air Conditioners, Split/Ductable Air Conditioners, Package Air Conditioners, Chillers, Transport Air Conditioners and Heat Exchangers, etc. serving Railways, Defense, mining, Commercial and corporate customers.

Roof Mounted Package AC Units for Railways

Besides, your Company provides the most extensive range of products

like Air Handling Units, Fan Coil Units, Ventilation Units, Exhaust Air

Units, Air Washers and Heat Transfer Coils catering to Air Conditioning

Industry with its varied applications in Commercial Spaces like Office

buildings, theaters, auditoriums; Industrial manufacturing like

automotive, Chemical, Petrochemical, Aerospace, etc; Hygienic

systems like clean rooms for Hospitals, R&D Centers, Food Processing;

IT industry, etc.

Your Company's HVAC&R Business has yet another feather in the cap-

HVAC Contract Division, which provides the specialized and turnkey

solutions for the Air Conditioning for buildings, industries,

multiplexes, malls, pharmaceuticals units, Retail outlets, IT centres,

hospitals, business establishments, etc. The renowned customers

include Hotel Radisson, BHEL, BSNL, HAL.

Further, your Company has been meticulously working on various innovative projects in the niche segments for

the past few years as a counter onslaught of MNC competition in the conventional retail segments. During the

year under review, your Company has rationalized the retail business segment by focusing on Fedders Lloyd's

core competence in Air Conditioning. The complete Air Conditioner range was upgraded with Star Rating in the

period which is being appreciated widely by the trade partners as well as the customers.

With the success in Air Conditioners sale, your Company has launched LCD TVs which is the fastest growing

category in the consumer durable space. Your Company's ideology is utterly driven by “Total Customer

Satisfaction”. As, after sale services are the key differentiator in the overcrowded retail market of several global

brands, your Company has developed customized Customer Relationship Management (CRM) Software which

registers the customers' complaints on a Nation wide Toll free number and thereafter the entire process is tracked

online till customer satisfaction is achieved in entirety. Lot of emphasizes have been put in the design and development

of Fedders Lloyd's products which is reflected in the features of products introduced by your Company.

Lloyd Range of star rated Air Conditioners Lloyd's LCD TV with latest features & Technology

Ruggedised Trolley Mounted Mobile Air Conditioners specially designed for ground cooling, spot cooling in hot zones in steel plants, boundaries and for temporary installation at construction sites, camping tents, tunnels etc. with 100% fresh air

STEEL STRUCTURALS

With more than fifty years of firm existence in the Industry having most modern & automised production facilities with world class quality to its credit, your Company endeavored in structural steel segment in the year 2008 gratifying Steel Fabrication, Design & Erection catering to structural steel building having focus on turn key solutions meeting the demand of modern industrial construction & maintenance requirements, not only in India but across the globe as well. Your Company has in-house technical capabilities in terms of design, engineering marketing and estimation which provide huge dimensional flexibility in design aspects of the steel structures ranging from cycle stand to big buildings & shopping malls, hangers as well as for large power plants and industrial projects.

The Steel Structurals business segment has various accomplishments in its forte during the year 2008-09. Some of the prestigious successful executions are:

Design, fabrication, supply & erection of pre-fabricated steel roof structure including roof portals, purlins, sheeting etc. for stations at Noida, Anand Vihar & Akshardham Station for Delhi Metro Rail Corporation Ltd.

Fabrication and erection services for execution of Structural Steel for the coal handling plant for BGR Energy Systems Ltd. at Warrangal.

Supply of general fabricated structures for BHEL for different power projects at various locations

Wall & Column shuttering arrangements- Scaffolding works

POWER SECTOR

In the gigantic effort to provide affordable, high quality power transmission and distribution systems, your Company has recently forayed into this field endeavoring to spread and entrench Industrialized Power Engineering Technology not only in domestic markets but in International markets as well under multilateral and bilateral funding agencies. Fedders Lloyd is geared up with latest design software to the Indian and International acceptable standards to provide turnkey solutions of Engineering, Procurement & Construction (EPC) on Power transmission and distribution. The outdoor/indoor substations both Air & Gas insulated are also undertaken on turnkey basis.

Power generation needs to be increased to fulfill India's development requirements. At the global level, Governmental efforts are focused on securing clean energy, strengthening carbon market mechanisms and exploring funding options for adaptation and mitigation. All the nations aspires to be the energy efficient nation, hence your Company foresees tremendous business potential in the Power Sector across the globe.

WORKING APPROACH - Live the future

Continuous innovation in technology, processes, products and business models makes your Company a “Progressive Organization”. It is justifiable pride that by embedding larger sustainability goals in business strategies, your Company has consciously invested in the future by creating competitive and sustainable businesses of tomorrow that will continue to enhance the Stakeholders' Value. By its working approach, your Company is at the commanding heights of India's Air Conditioning system providers with diversification in civil, mechanical and power engineering fields.

PROSPECTS & OUTLOOK

With such productive years behind, the coming years outlook is generating great anticipations. With an exciting future on the anvil, encompassing launch of new products, foray into new segments and forging of strategic projects, we aim to achieve the huge success.

On behalf of the Board of Directors, my sincere thanks to every member and employee of Fedders Lloyd for their commitment, enthusiasm and unstinting efforts, to our bankers, regulatory and Government bodies for their support & co-operation, to the shareholders and customers for their continued patronage over the years as well as to all our partners and associates for their encouragement & support, which we continue to count on as forge ahead who have made the success possible that I look back at the year gone by as one of marked progress in your Company's growth trajectory.

With Best Wishes,

Brij Raj PunjChairman & Managing DirectorPlace: New DelhiDate: November 20, 2009

Having varied engineering capabilities, your Company aspires to become Infrastructure Development Company distinguished by quality work.

CONTENTS

Directors’ Report 1

Management Discussion & Analysis 6

Corporate Governance Report 11

Auditors’ Report 23

Balance Sheet 26

Profit & Loss Account 27

Schedules & Accounts 28

Cash Flow Statement 43

Financial Statements of Subsidiary Company 44

Consolidated Financial Statements 57

Balance Sheet Abstract 76

1

DIRECTORS’ REPORT

Dear Shareholders,

Your 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.

2

Annual Report 2008- 09Fedders Lloyd Corporation Limited

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.

3

Auditors and Auditors’ Report

M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusionof ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company hasreceived letter from the said auditors to the effect that their appointment, if made, would be with in the limitsprescribed under Section 224(1B) of the Companies Act, 1956. Based on the recommendations of the AuditCommittee, the Board of Directors of the Company proposes their re-appointment for approval of Shareholdersin the ensuing Annual General Meeting.

The observations made in the Auditors’ Report are self-explanatory and do not call for any further commentsunder 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 underClause 49 of the Listing Agreement with the Stock Exchanges. A separate Section on Corporate Governancetogether with a certificate from the Auditors of the Company regarding full compliance of conditions of CorporateGovernance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of theAnnual Report.

Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Management Discussionand Analysis Report on financial conditions and results of operations for the year under review forms part of theAnnual 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 ExchangeEarnings and Outgo

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo interms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in theReport 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) andThe Bombay Stock Exchange Ltd. (BSE). The Annual Listing Fees for the year 2009-10 have been paid to theseStock Exchanges.

Human resource and Industrial Relations

Your Company has created a favourable work environment which encourages innovation and meritocracy amongstthe employees. Your Company ensures attracting best talents and provides for fostering of talents. HR initiativesprovide continuous learning, sharpening the skills and talents of the people and leadership development throughtraining 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 ofthe Company, business associates, banks, financial institutions and shareholders for their assistance, co-operationand encouragement they extended to the Company.

Your Directors place on record the sincere appreciation for significant contribution made by the employees at alllevels 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

4


ANNEXURE TO THE DIRECTORS’ REPORT

Disclosure of Information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange

Earnings and Outgo:

a. Conservation of Energy

As a part of Company’s endeavor towards conservation of energy and prevention of energy wastage,

constant improvements are undertaken in order to conserve energy on an ongoing basis. A multi pronged

approach is deployed in plants as well as products to infuse the concept of energy conservation addressing

the issues of “Environment Friendliness” and “Global Warming/Green House Effect”. Continuous Energy

Conservation measures are being taken on all locations and sites of the Company to reduce the expenditure

on power & fuel.

The energy conservation measure indicated above helped the Company to restrict the impact of increase in

the cost of energy thereby reducing the cost of production of goods to that extent.

b. Technology Absorption, Adaptation and Innovation

Your Company believes that sustained competitiveness for the future requires a deeper focus on Research &

Development. The Company has adapted the technology to develop products in line with the huge potential

opening up in these segments for several applications, also addressing the current issues in the Global

scenario for energy efficiency, eco friendliness and global warming. Your Company has built a strong R&D

base to support its business segments and products. The Company has developed indigenous technologies

in respect of various products being manufactured by it and at present working on several novel products

and technologies. Your Company is well equipped with state-of-art machineries & infrastructure at all plants

and sites for smooth operations with effective automation thereat.

The R&D activities have lead to improved product quality, cost reduction, product development, import

substitution, competitive products leading to customer satisfaction, enhanced global presence and export

of quality products. New Product development helped in improving market share and to satisfy customers’

requirements. By the benefits derived due to R&D activities, the Company will be able to commercialize these

products in domestic and international markets. The Company is continuously focusing on development of

products to meet the specialized demands of customers.

c. Expenditure incurred for Research & 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. 3344.53 Lacs

Foreign Exchange outgo : Rs. 2129.93 Lacs

5

e. Statement of Particulars of Employees pursuant to the provisions of Section 217 (2A) of the Companies

Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended

June 30, 2009

S. No. Name of Age Designation Gross Qualification Experience Date of Last

Employee Remuneration (Rs.) Joining Employment

1. Mr. Brij Raj Punj 64 Chairman & 36,00,000 B.E. 38 years 02.06.1980 -

Managing Director

2. Mr. S.S. Dhawan 54 Whole Time Director 41,19,500 M B A 36 years 10.02.2000 Western Foods Ltd.

6


MANAGEMENT DISCUSSION AND ANALYSIS

THE ECONOMY

The structure of India’s Economy has changed in the last ten years. International trade and External Capital

flows, being an important part, largely influence the economy. The growing integration of the Indian Economy

with the rest of the world has brought new opportunities and also new challenges to the Country. The influence

and changes in the global economy have its impact on the Indian economy too. However, the fundamentals of

the Indian Economy are so strong and stable which proved its strength and resilience, when there have been

global economic crisis. The Indian Economy too had been adversely affected due to the global economic meltdown

resulting into drastic reduction in demand and weakening of Indian Currency. The GDP numbers especially with

manufacturing sector has recorded adverse impact in global economic scenario with 2.4% growth in the year

2008-09 as compared with 8.2% growth recorded in the last year. The Government of India has responded with

various fiscal stimulus packages to boost up the demand, creating employment and creating public assets, etc.

India’s Engineering Industry is highly competitive with a number of players in each segment. The engineering

sector has been growing, driven by growth in end user industries and the new projects being taken up in the

power, railways, infrastructure development and private sector investments field amongst others. In such a

scenario, India, driven by the engineering sector, will emerge as a key global manufacturing hub.

OVERALL COMPANY’S OVERVIEW

Fedders Lloyd Corporation Ltd. is a well known name amongst Indian Corporate with 53 years of its firm existence

in HVAC&R Industry. Of late, Fedders Lloyd has emerged as a global and dynamic entity with its diversification and

involvement in Structural Steel in the year 2008 and in Power Sector in the year 2009. By its diversifications,

Fedders Lloyd has become a multi-disciplinary civil, mechanical and power engineering Company with global

presence. The Company has its existing state-of-the-art manufacturing facilities at NOIDA (U.P.), Sikandarabad

(U.P.), Kala-Amb (Himachal Pradesh), Pant Nagar (Uttarakhand) and at Chennai. Your Company prides itself as

being one Company, which sees its business in developing the people by providing quality to their lives. Your

Company sustains this unique culture by remaining true to its three core values:

1. Fedders Lloyd - A relationship based Company

This core value is the fundamental business strategy of your Company by which it focuses on forging strong,

long-term relationships with its customers, as it considers sound client relationships, the most important

contributor to its success. It cements relationships providing superior customer value and continuously

improving the performances at all levels.

2. Growth - An Imperative

The customer needs, drive Fedders Lloyd’s business; its progress is linked with their growth. Its principles

and values continue to impel towards the growth in various dimensions. Fedders Lloyd’s goal is to grow its

business by delivering the best. Your Company continues to seek profitable avenues of growth in consonance

with its quality benchmarks.

3. People - The Greatest Asset

Employee-talent is the cornerstone of its success. Their expertise and capabilities win the work, perform the

work, create value for the customers and generate loyalty. Your Company creates an environment where its

employees meet fresh, exciting challenges and experience the satisfaction. Fedders Lloyd has an environment

that is flexible to change and open to innovation.

7

The year 2008-09 was indeed a challenging year for the Industry. The tough market situations have led your

Company to see opportunities and where your Company has not only raised its bar but also greatly enhanced

the quality of talent and learning. The year 2008-09 was proved as yet another benchmark for your Company

by its foray into Power Transmission & Distribution Sector.

Presently, the business segments of your Company are:

� Heating, Ventilation, Air Conditioning & Refrigeration (HVAC&R)

� Steel Structurals

� Power Transmission & Distribution

INDUSTRY STRUCTURE, DEVELOPMENTS AND PERFORMANCE

HVAC&R

Customized AC

The ongoing economic buoyancy in India despite global economic melt down has offered opportunities for rapid

growth of Air Conditioning & Refrigeration Industry. In general, there are different types of air conditioners, but

its broader classification includes room air conditioners and commercial range of air conditioners. The room air

conditioners category consists of both the window and split ACs for the use in residential and commercial spaces.

The commercial air conditioning comprises of the ductable split ACs to large sized chillers. This segment comprises

of retail chains, MNCs, IT/ITeS sectors, BPOs, call centres, institutes, malls, etc. The market is of around Rs 3,600

crore, and is growing at the rate of approximately 25 per cent annually. Given the fall in real-estate market,

liquidity crunch in the marketplace coupled with declining demand has adversely affected the segment. Owing

to uncertainties due to US recession, IT/ITeS Industry noticed delay in project expansion plans. However,

infrastructure segments such as airports, telecom, power plants and metro rail as well as other projects of the

Government and public sector undertakings are largely unaffected by the economic downturn and project

expansion plans in these segments are on track.

The air conditioning and refrigeration industry is on a high growth trajectory. Since manufacturing activity of

this industry is mostly in the organized sector, the Government collects a good amount of excise duty, sales tax

and service tax from this sector. The market penetration of air conditioners is a very low around 2 per cent. Even

refrigerator, which is a relatively mature product, has achieved a penetration of 15 per cent only. Hence there is

a huge potential for growth for all the segments of the HVAC&R Industry.

Consumer Durable

Although, consumer durable Industry is facing the heat in the wake of the economic slowdown, the Industry

continues to widen its scope and is adopting lot of innovative and new technology advancements. Market

growth of the Consumer durable Industry slowed down in the year 2008-09 as compared to the previous year.

The primary reasons for the lesser demand in consumer durable Industry was a brief and a mild summer in many

parts of the Country, adversely impacting sales of refrigerators and air conditioners; rise in prices of consumer

durable goods due to escalation of commodity costs following the economic melt down.

HVAC Contracts and Air system Business

The HVAC systems traditionally include the set-up of air-conditioning plants and equipment comprising chillers

with pumps, cooling towers, unitary ducted split or package units and air distribution systems along with associated

piping and electric work. However, the exact scope of work is generally project-specific depending on the

requirements of the customer. HVAC Contracts cover everything related to indoor air quality. Apart from air

temperature and humidity, this includes uniform distribution of air at proper velocities, maintaining positive

8


pressure to avoid leakage of outside air, adequate oxygen levels and reduction of VOCs (volatile organic compounds)

emitted by carpets, curtains, furniture, paints, etc. The accelerating pace of development of the commercial and

industrial segment has expanded the scope of work of HVAC contractors.

Your Company has been meticulously working on various innovative projects and continued development of

several new products for the niche segments of telecom, defense, railways, corporate, industrial and retail

customers.

During the year ended June 30, 2009, the total revenue generated from HVAC&R business was Rs. 36158.88 Lacs

while total profit before tax and intrest generated from the HVAC&R business of the Company was Rs. 2413.36

Lacs.

Opportunities, risks and outlook

The Government’s renewed focus on National infrastructure development, especially in the area of up-gradation

and modernization of airports, establishment of SEZ and medical tourism, will lead to tremendous scope for

expansion in the business. With the penetration of air conditioners remaining low and as greater thrust on

infrastructure will also add to demand for centralized ACs etc, on an overall basis, these offer an opportunity to

demonstrate the engineering capabilities of the Company and move up the value chain. The Union Budget 2009-

10 can turn positive for air conditioners. But, if the Government hikes customs duty on steel, aluminium etc, it

will lead to rise in costs and can turn negative for the air conditioner producers.

STEEL STRUCTURALS

The Steel Structurals business of the Company belongs to Construction & Infrastructure Industry. Construction

Industry plays a major role in the economic growth of a nation and occupies a pivotal position in the nation’s

development. Despite the global downturn, India is exhibiting enviable growth compared to many other countries

around the world. This is illustrated through the number of projects recorded in the construction Industry’s sub

sectors in late 2008 and thus far in 2009. The construction Industry in India is worth over USD 51 bn. and

accounts for more than 20 per cent of the GDP. It is the largest employer as well as largest contributor to the GDP

after agriculture.

The steel structural business of the Company includes the following:

Steel Fabrication Design & Erection: In this domain, your Company caters to Structural Steel Buildings having

focus on turn key solutions, i.e., design, fabrication, erection, supply & maintenance of general steel structures

as per the project technical specifications of the customers such as power plants, refineries, multi-storied buildings,

metro stations, etc.

Scaffolding & Form Works: Your Company provides its specialized services in design, manufacturing, supervision

in manufacture, erection and supply of scaffolding items and fittings including kwicklock system, kwickstage

system, H-frame, APU system metriforms special shuttering, etc in domestic as well as overseas market.

Pre-Engineered Building: The areas of operation of Steel Structural business of your Company includes catering

to manufacturing of world class Pre Engineered Buildings providing customized turnkey solutions depending

upon specific requirements of customers such as power plants, refineries, industrial sheds, ware houses, high rise

buildings, cold storages, commercial complexes, residential complexes, metro stations, etc.

During the year ended June 30, 2009, the total revenue generated from Steel Structurals business of your

Company was Rs. 9926.88 Lacs and total profit before tax and interest generated from the segment was Rs.

602.09 Lacs.

9


The Construction & Infrastructure Industry reflects a mixture of optimizing and apprehension. However, with

continuous migration of people into urban areas, the construction sector is likely to continue to generate lot of

opportunities. The infrastructure projects ought to continue to get focus from both Government and private

sectors, supported by policy initiatives aimed at infrastructure development. The risks and concerns for the Steel

Structural business of the Company include the severe volatility in the metal market, particularly for steel, copper

and aluminium, with unpredictable forward movements causing difficulty in factoring them for pricing purposes.

However, your Company believes that there are strong fundamentals to growth in the Industry. Growing demand

from a fast-expanding population will continue the need for increased capacity in the country’s Construction &

Infrastructure sector.

POWER TRANSMISSION & DISTRIBUTION

Over the XI and XII five year plans, India targets to add 180 GW of additional Power generation capacity. Government

through its programs like Rajiv Gandhi Grameen Vidyutikaran Yojna and Accelerated Power Development and

Reform Programme targets providing electricity to all by the year 2012. Through these two programs, it plans to

invest Rs. 610 bn. to strengthen the distribution network and reduce transmission & distribution losses. All

countries across the globe aspire to become energy efficient nation. Recently, your Company has forayed into

this field endeavoring to spread and entrench Industrialized Power Engineering Technology not only in domestic

markets but in International markets as well, under multilateral and bilateral funding agencies. Your Company

provides turnkey solutions of Engineering, Procurement & Construction (EPC) on Power Transmission and Power

Distribution. The outdoor/indoor substations both Air & Gas insulated are also undertaken on turnkey basis. Your

Company is utilizing the latest design software and all component drawings with Bocade software to the Indian

and International acceptable standard.


Braced with modern technology foundation, infrastructure and 53 years of multiple manufacturing experience

and expertise, your Company is well equipped in all means to execute the projects and getting benefited from

the huge opportunities available in the sector. The key concerns in this sector are the huge time lag in completion

and delay in generation capacity addition. However, your Company is utilizing latest technologies which can

reduce the time involved.

OVERALL FINANCIAL PERFORMANCE

During the year, the net sales of your Company stood at Rs. 46021.75 Lacs as against Rs. 44601.52 Lacs in the

previous year ended June 30, 2008. The profit for the year after tax was Rs. 1131.57 Lacs as against Rs. 1926.48

Lacs in the previous year ended June 30, 2008.

The growth in revenue was effected due to the slowdown in the economy and also causing decline in profitability

during the year under review.

Internal Control Systems and their adequacy

The Company has an adequate internal control system which aims at achieving efficiency in operations, optimum

utilization of resources and compliance with all applicable laws, rules and regulations. The Management Audit

and Internal Control System undertake extensive checks and reviews the system processes with qualified

Professional Team.

A qualified and Independent Audit Committee of the Board reviews the Internal Audit Reports, and the adequacy

of the Internal Control System. The Audit Committee has the authority to investigate any matter relating to the

Internal Control System and to review the scope of Internal Audit.

10


The Going Green outlook

“Green” is the buzzword today. Along with the use of energy-efficient equipment with a focus on conserving

energy, your Company gives priority to use green materials and equipments that significantly contribute to the

sustainable design of products. Recognizing the advantages, your Company has been developing environment-

friendly air-conditioning and refrigeration systems and products to help in eradicating the use of harmful ozone

depleting substances (ODS).

Human Capital and Industrial Relation

Your Company believes in the culture of trust and continuous learning for its growing human capital so as to

ensure a continuous enhancement in business value and thereby enhancement in shareholder value. Various

training programmes are offered to the employees with a view to nurture their knowledge, skills, behaviour and

overall organizational development. The atmosphere in the organization is performance driven where HR puts its

efforts to identify potential performers. The Company maintains sound and cordial relations with employees at

all levels.

Cautionary Statement:

Statements in Management Discussion and Analysis describing Company’s objectives, projections, estimates and

expectations may be “forward-looking statements” within the meaning of applicable securities laws and regulations.

These statements describe our objectives, plans and goals and are subject to certain risks and uncertainties,

which are already, mentioned in the report itself. Actual results could therefore differ materially from those

expressed or implied.

11

CORPORATE GOVERNANCE REPORT

Company’s philosophy on Corporate Governance

Your Company’s philosophy on Corporate Governance originates from its belief that attainment of the highest

levels of transparency, disclosure, financial controls, accountability and equity are the pillars of any good system

of Corporate Governance. Your Company desires for and continuously strives towards evolving and adopting

Corporate Governance’s best practices in all facets of its operations and in all communications with its stake

holders which has driven the Company’s philosophy to enhance overall enterprise value and retain shareholders’

trust over a period of time. The commitment of your Company to practice sound governance principles,

commitment to values, ethical business conduct that go a long way in maximizing business values.

Report on compliances with Clause 49 of the Listing Agreement

I BOARD OF DIRECTORS

a) Composition of the Board:

As on June 30, 2009, the Board consisted of seven Board Members. The composition of the Board

including category of the Board members as on June 30, 2009 is as follows:

Particulars of Directors Composition

Mr. Brij Raj Punj Executive Chairman & Managing Director

Mr. S.S. Dhawan Whole Time Director

Mr. T.V.P. Punj Non Executive, Non Independent Director

Mr. K. Lall Non Executive, Independent Director

Mr. S.S. Kumar Non Executive, Independent Director

Mr. S.K. Sharma Non Executive, Independent Director

Mr. Ajay Dogra* Non Executive, Independent Director

*Mr. Ajay Dogra was appointed as a Non Executive Independent Director by the Board of Directors

w.e.f. November 25, 2008.

Fedders Lloyd’s Board consists of an optimal combination of Executive Directors and Independent

Non-executive Directors which ensures the independence in functioning and decision making. All the

directors possess relevant experiences and expertise in their fields. The Board provides leadership, strategic

guidance and independent view to the Company’s management while discharging its fiduciary

responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency

and disclosure.

The Board meets the requirements relating to its composition as per the provisions of the Companies

Act, 1956 and the Listing Agreements with the Stock Exchanges.

b) Board Functioning & Procedure

The Board is committed to ensure good governance. The decisions are taken on the basis of consensus

arrived at after detailed discussion. The Board meets at least once in every quarter to discuss and

review the quarterly results and other agenda items including the information required to be placed

before the Board as required under Annexure 1A of Clause 49 of the Listing Agreement and additional

12


meetings are held as and when required. The Chairman of the Board and Company Secretary discuss

the items to be included in the agenda and the agenda is sent well in advance to the directors along

with the draft of relevant documents and explanatory notes. During the year 2008-09, 5 (Five) Board

Meetings were held on July 29, 2008, October 31, 2008, November 25, 2008, January 30, 2009 and April

29, 2009. The gap between two Board Meetings did not exceed four months and hence was as per

requirement of Clause 49 of the Listing Agreement.

The attendance of directors at the Board meetings held during the year 2008-09 and at the Annual

General Meeting last held is given below:

Director No. of meetings held Board Meetings Presence

attended at last AGM

Mr. Brij Raj Punj 5 5 Yes

Mr. S.S. Dhawan 5 4 No

Mr. T.V.P. Punj# 5 1 No

Mr. K. Lall 5 5 Yes

Mr. S.S. Kumar 5 5 No

Mr. S.K. Sharma 5 5 No

Mr. Ajay Dogra 3 2 No

# Being out of India

Other Directorships

The detail of other directorships (excluding private limited companies, foreign companies and Section

25 companies), memberships and chairmanships held by the directors in other Company’s Audit

Committee and Investors/Shareholders’ Grievance Committee as on June 30, 2009 is as follows:

Name of Directors Number of other Other Company’s Other Company’s

directorships held Committee Committee

memberships Chairmanship

Mr. Brij Raj Punj 2 1 Nil

Mr. S.S. Dhawan 3 Nil Nil

Mr. T.V.P. Punj Nil Nil Nil

Mr. K. Lall 3 2 2

Mr. S.S. Kumar 2 Nil Nil

Mr. S.K. Sharma 2 2 Nil

Mr. Ajay Dogra Nil Nil Nil

The no. of directorships, committee memberships and chairmanships of directors of the Company are

with conformity of Clause 49 of the Listing Agreement.

c) Code of Conduct for Board Members and Senior Management Personnel

The Board has laid down a code of conduct for all Board Members and Senior Management Personnel

of the Company. The code has been communicated to the Directors and Senior Management Personnel

and is also posted on the Company’s website www.fedderslloyd.com. They have affirmed their compliance

with the code of conduct.

13

The declaration regarding compliance with code of conduct as required under Clause 49 of the Listing

Agreement with Stock Exchanges is annexed to this report.

II BOARD COMMITTEES

AUDIT COMMITTEE

a) Composition and Attendance

The Audit Committee of the Company has been constituted as per the guidelines set out in the Listing

Agreements with the Stock Exchanges and Section 292A of the Companies Act, 1956. Audit Committee

of the Company comprises of five non-executive directors, majority of them being independent directors.

Mr. K. Lall is the Chairman of the Committee who is a non executive independent director on the Board

of the Company. All the members are financially literate and the Chairman of the Committee has

related accounting, financial and management expertise. The Composition of Audit Committee meets

the requirement of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

The terms of reference and scope of the activities of the Audit Committee is as set out in Clause 49 of

the Listing Agreements with the Stock Exchanges and Section 292A of the Companies Act, 1956, which

is as follows:

i. Overseeing of the Company’s financial reporting process and disclosure of financial information

to ensure that the financial statement is correct, sufficient and credible.

ii. Recommending the appointment, re-appointment of statutory auditors and fixation of audit

fees including approval of payment to auditors for their any other services.

iii. Reviewing with management, the annual, quarterly financial statements before submission to

the Board for approval, focusing primarily on;

� Any changes in accounting policies and practices.

� Major accounting entries based on exercise of judgment by management.

� Qualifications in draft statutory audit report.

� Significant adjustments arising out of audit.

� Compliance with listing and other statutory requirements including accounting standards

concerning financial statements of the Company.

� Any related party transactions.

iv. Internal audit functions and adequacy of internal control systems.

v. Reviewing the Company’s financial and risk management policies.

vi. Reviewing statements of significant transactions, submitted by the management.

vii. Reviewing Management discussion and analysis of financial condition and results of operations

The Audit Committee has the power to investigate any activity within its terms of reference; to seek

any information from any employee, to obtain outside legal and professional advice and to secure the

attendance of outsiders with relevant expertise, if considered necessary.

During the year, 5 (five) Audit Committee meetings were held on July 29, 2008, October 31, 2008,

November 25, 2008, January 30, 2009 and April 29, 2009.

As on June 30, 2009, the Composition of the Audit Committee and their attendance at the meeting is

as follows:

Name of the Member Designation No. of meetings attended

Mr. K. Lall Chairman 5

Mr. S.S. Kumar Member 5

Mr. T.V.P. Punj Member 1

The Company Secretary is acting as Secretary to the Audit Committee.

14


The Chairman of the Audit Committee, Mr. K. Lall, was present at the Annual General Meeting of the

Company held on December 26, 2008.

REMUNERATION COMMITTEE

The Company has constituted a Remuneration Committee. The Committee formulates the compensation

structure to the executive directors of the Company. It recommends to the Board the elements of

remuneration package of executive directors from time to time. The Directors’ Remuneration policy of

the Company is in conformity with the provisions under the Companies Act, 1956. Subject to the approval

of the Company’s shareholders in General Meeting and such other approvals as may be necessary, the

Managing Director and the Whole Time Director are paid remuneration as per the terms of remuneration

decided by the Board/Remuneration Committee and approved by the Shareholders. The remuneration

payable to the executive Directors is decided from time to time keeping in view the overall performance

of the Company, the performance of the concerned Director and the industry trends. During the year

2008-09, the Remuneration Committee held its meetings on November 25, 2008.

As on June 30, 2009, the Composition of the Remuneration Committee and their attendance at the

meeting is as follows:

Name of the Member Designation No. of meetings attended

Mr. K. Lall Chairman 1

Mr. S.S. Kumar Member 1

Mr. T.V.P. Punj Member NIL

Mr. S.K. Sharma Member 1

The Company Secretary is acting as Secretary to the Remuneration Committee.

Directors’ Remuneration (including salary, bonus and perquisites) and Sitting Fees paid during the

year 2008-09

The details of remuneration (including salary, bonus and perquisites) and sitting fees paid to directors

during the year 2008-09 are as under:

Name Gross Remuneration Sitting fees Total

(Rs.) (Rs.) (Rs.)

Mr. Brij Raj Punj 36,00,000 - 36,00,000

Mr. S.S. Dhawan 40,20,000 - 40,20,000

Mr. T.V.P. Punj - 5,000 5,000

Mr. K. Lall - 25,000 25,000

Mr. S.S. Kumar - 25,000 25,000

Mr. S.K. Sharma - 25,000 25,000

Mr. Ajay Dogra* - 10,000 10,000

*Mr. Ajay Dogra was appointed as non executive independent director by the Board of Directors

w.e.f. November 25, 2008.

15

SHARE TRANSFER CUM INVESTORS’ GRIEVANCE COMMITTEE

The Share Transfer cum Investors’ Grievance Committee ensures expeditious transfer/transmission of shares,

issue of duplicate share certificates, split, consolidation, replacement of share certificates, review and redressal

of Investors’ grievances, compliance of dividend payments and other allied matters of investor service.

Composition

As on June 30, 2009, Share Transfer cum Investors’ Grievance Committee comprises of Mr. K. Lall as Chairman

and Mr. S.S. Dhawan and Mr. Brij Raj Punj as members of the Committee.

The Company Secretary is acting as the Secretary to the Committee as well as the Compliance Officer

pursuant to Clause 47(a) of the Listing Agreement with the Stock Exchanges.

During the year under review, the Company received 41 complaints from the investors pertaining to non

receipt of dividend warrants, non receipt of share certificate(s) lodged for transfer/sub-division/duplicate

etc., and all were resolved. The complaints were duly attended by the Company. As on June 30, 2009, no

investor complaint is pending.

SUB-COMMITTEE OF DIRECTORS

The Board has constituted a sub-committee of Board of Directors for taking the decisions of routine nature

confirming the smooth functioning with respect to day to day affairs of the Company. As on June 30, 2009,

the Committee comprised of 5 (five) directors namely, Mr. Brij Raj Punj - Chairman & Managing Director,

Mr. S.S. Dhawan - Whole Time Director, Mr. K. Lall - Independent Non-Executive Director, Mr. S.S. Kumar-

Independent Non-Executive Director, and Mr. Ajay Dogra - Independent Non-Executive Director. The sub-

committee of the Board of Directors meets at the regular intervals to support the functioning of the Board

of Directors to decide upon the urgent and routine matters. The minutes of the sub committee of Board of

Directors are placed before the Board in their next meeting for their consideration and ratification.

Detail of General Body Meetings

The detail of General Body Meetings held during the last three years is as under:

Year Type of Date, time and venue Special Resolution passed thereat

Meeting

2007-08 AGM December 26, 2008 at 9.00 A.M. at the NIL

Regd. Office at C-4, Phase-II, NOIDA,

Distt. Gautam Budh Nagar, U.P.- 201305.

2006-07 AGM December 29, 2007 at 9.00 A.M. at the NIL

Regd. Office at C-4, Phase-II, NOIDA,

Distt. Gautam Budh Nagar, U.P.- 201305.

2006-07 EGM February 3, 2007 at 9.00 A.M. at the Increase in investment limit of Foreign

Regd. Office at C-4, Phase-II, NOIDA, Institutional Investors including their

Distt. Gautam Budh Nagar, U.P.- 201305. sub-accounts to 74% of the paid-up

share capital of the Company.

2006 AGM December 30, 2006 at 9.00 A.M. at the NIL

Regd. Office : C-4, Phase-II, NOIDA,

Distt. Gautam Budh Nagar, U.P.

2006 EGM November 15, 2006 at 9.00 A.M. at the Approval u/s 81(1A) of the Companies Act,

Regd. Office : C-4, Phase-II, NOIDA, 1956, for the issue of FCCBs/GDRs/ADRs and

Distt. Gautam Budh Nagar, U.P. other securities.

2006 EGM June 16, 2006 at 9.00 A.M. at the -Alteration of Articles of Association of the

Regd. Office : C-4, Phase-II, NOIDA, Company.

Distt. Gautam Budh Nagar, U.P. -Approval u/s 81(1A) of the Companies

Act, 1956, for the issue of FCCBs/GDRs/ADRs

and other securities.

16


III DISCLOSURES

i) During the year under review, the Company has entered into related party transaction as set out in the

notes to accounts, which in the opinion of the management are not likely to have a conflict with the

interest of the Company. Besides these, there were no materially significant pecuniary transactions or

relationships between the Company and its Promoters, Directors, the management, or relatives, etc.

that may have potential conflict with the interest of the Company at large.

ii) There were no penalties or strictures imposed on the Company by the Stock Exchange or SEBI or any

other statutory authority for non-compliance of any matter related to capital markets during the last

three years.

iii) In preparation of financial statements, the Company has followed the Accounting Standards issued by

the Institute of Chartered Accountants of India to the extent applicable.

iv) The Company has formulated and laid down procedures for the risk assessment and its minimization.

These procedures are reviewed from time to time to ensure that executive management controls risk

through properly defined framework and procedures.

IV. MEANS OF COMMUNICATION

Half yearly report sent to each household of No. Company is publishing the results in One National

shareholders & Regional newspapers.

Quarterly results are normally published in Quarterly Results are published in Pioneer (English)

and Rashtriya Sahara (Hindi). Apart from that the

quarterly results are also being published in Economic

Times (Mumbai & Pune edition).

Any web-site, where results are displayed Results are uploaded on www.sebiedifar.nic.in and

also promptly sent to all the Stock Exchanges where

the shares of the Company are listed, for uploading

on their own web site.

Whether it also displays official news releases Not Applicable

and the presentations made to Institutional

Investors or to the analysts

Whether Management Discussion & Analysis Yes

report is a part of Annual Report or Not

Whether Shareholder Information Section Yes

forms part of the Annual Report.

The Company also intimates to the Stock Exchanges all price sensitive matters or such matters which in its

opinion are material and of relevance to the shareholders. The Annual Report is posted to every shareholder

of the Company.

SEBI EDIFAR FILING

Pursuant to Clause 51 of the Listing Agreement with the stock Exchanges, all the data related to quarterly

financial results, segment-wise results, shareholding pattern, annual report, etc., are being electronically

filled on the SEBI’s EDIFAR website www.sebiedifar.nic.in.

17

V GENERAL SHAREHOLDERS’ INFORMATION

Annual General Meeting

Day & Date Tuesday, December 29, 2009

Time 9.00 A.M.

Venue Regd. Office at C – 4, Phase – II, NOIDA, Distt. Gautam Budh Nagar, U.P.- 201305.

Financial Calendar 2009-10 (Tentative)

Financial Reporting for the first quarter ending October 31, 2009 (actual)

September 30, 2009

Financial Reporting for the second quarter Before the end of January 2010

ending December 31, 2009

Financial Reporting for the third quarter ending Before the end of April 2010

March 31, 2010

Financial Reporting for the fourth quarter Before the end of July 2010

ending June 30, 2010

Financial Reporting for the year ending Before the end of November 2010

June 30, 2010

Annual General meeting for the year ended Before the end of December 2010

June 30, 2010

Date of Book Closure

Thursday, the 24th day of December 2009 to Tuesday, the 29th day of December 2009 (both days inclusive).

Listing on Stock Exchanges

The Equity Shares of the Company are listed at the following Stock Exchanges:

Name of the Stock Bombay Stock Exchange Ltd.(BSE) National Stock Exchange of India Ltd. (NSE)

Exchanges Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor,

Dalal Street, MUMBAI – 400 001, Plot No. C/1, G Block,

Maharashtra Bandra Kurla Complex,

Ph. No : 91 - 22 - 22721233 / 34 Bandra (E),

Fax : 91- 22 - 22723677 / 22722082 MUMBAI – 400 051, Maharashtra

Ph. No : 91 -22 - 26598235/36

Fax : 91 - 22 - 26598237/ 38

Scrip Code BSE – 500139 NSE – FEDDERLOYD

The Listing Fees for the year 2009-10 have been paid to both the above Stock Exchanges.

Dematerialization of shares and liquidity

As on June 30, 2009, 1,88,13,971 Equity Shares, constituting 61.14% of the paid up Equity Share Capital of

the Company were held in dematerialized mode in National Securities Depository Limited (NSDL) & Central

Depository Services (India) Limited (CDSL). The International Securities Identification Number (ISIN) of the

shares of the Company is INE249C01011.

Custodial Fees to Depositories

The Company has paid custodial fees for the year 2009-10 to NSDL and CDSL on the basis of number of

beneficiary-accounts maintained by them as on March 31, 2009.

18


Dividend

For the year 2008-09, the Board of Directors of the Company has recommended dividend of 10% on the

paid-up equity share capital of the Company (Re 1/- per equity share of Face Value Rs. 10/- each). The

payment of dividend is subject to approval of shareholders in the ensuing Annual General Meeting.

Unclaimed Dividend

Pursuant to the provisions of the Companies Act, 1956, dividends unclaimed for a period of seven years

statutorily gets transferred to the Investor Education and Protection Fund (IEPF) administered by the Central

Government, and therefore can not be claimed by the investors. Hence, the dividend for the following years

remaining unclaimed for seven years will be transferred by the Company to IEPF according to the schedule

given below. Shareholders who have not so far encashed their dividend warrant(s) or have not received the

same are requested to seek issue of duplicate warrants(s) to the Company confirming non encashment/ non

receipt of dividend warrants(s). Once the unclaimed dividend is transferred to IEPF, no claim shall lie in

respect of the same.

Financial Year Date of declaration Due date for transfer

2005-06 (Interim Dividend) February 10, 2006 February, 2013

2005-06 (Final Dividend) December 30, 2006 December, 2013

2006-07 (Final Dividend) December 29, 2007 December, 2014

Share Transfer System

The Company’s equity shares are compulsorily traded in demat mode at the Stock Exchanges.

Shares in physical form lodged for transfer are processed by Share Transfer Agent of the Company-

M/s. Skyline Financial Services Private Limited. Shares lodged for transfers/ transmissions are registered and

returned within stipulated time period.

Market Price Data

Monthly high & low of the equity shares of the Company at BSE and NSE for the year ended June 30, 2009

are as follows:

Particulars BSE NSE

Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

July’ 08 53.50 41.00 53.25 41.60

August’ 08 52.20 43.50 55.00 41.10

September’ 08 47.00 32.05 46.15 36.30

October’ 08 36.90 16.30 35.95 17.00

November’ 08 25.00 16.00 25.00 16.75

December’ 08 26.70 16.55 25.75 15.50

January’ 09 26.00 16.00 26.30 16.25

February’ 09 21.00 16.10 19.30 15.55

March’ 09 21.00 15.35 20.75 15.30

April’ 09 30.80 19.25 30.45 18.90

May’ 09 43.40 20.30 44.10 20.40

June’ 09 43.80 32.00 43.60 31.30

19

Comparison of Fedders Lloyd Corporation Limited scrip movement with Bombay Stock Exchange Limited

(BSE) Index

Market Capitalization

The market capitalization of the Company as on June 30, 2009 was Rs. 9938.61 Lacs and Rs. 14615.61 Lacs on

June 30, 2008 on the Bombay Stock Exchange Limited.

Distribution of Shareholding as on June 30, 2009 is as follows:

Range of Shares No. of % of No. of %

Shareholders Shareholders shares held of shareholding

Upto - 500 18098 93.00% 2452520 7.97%

501 - 1000 752 3.92% 637398 2.07%

1001 - 2000 327 1.68% 488226 1.59%

2001 - 3000 99 0.51% 252484 0.82%

3001 - 4000 40 0.21% 143661 0.47%

4001 - 5000 33 0.17% 152792 0.50%

5001 - 10000 52 0.27% 354964 1.15%

10001 and above 50 0.26% 26287655 85.43%

TOTAL 19451 100.00% 30769700 100.00%

Shareholding Pattern as on June 30, 2009

Category No. of shares Percentage

Promoter and Promoter Group

a. Individual/HUF 3310453 10.76

b. Bodies Corporate 8117921 26.38

0

1500

3000

4500

6000

7500

9000

10500

12000

13500

15000

0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

40.00

45.00

50.00FEDDERS LLOYD SENSEX

Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09

20


Public Shareholding

Institutions

a. Mutual Funds/UTI 396445 1.29

b. Foreign Institutional Investors 9352565 30.40

Non-Institutions

a. Bodies Corporate 5246920 17.05

b. Individual Shareholders holding nominal share capital up to Rs. 1 Lakh. 3820162 12.42

c. Individual Shareholders holding nominal share

capital in excess of Rs. 1 Lakh. 281137 0.91

d. Other 244097 0.79

Total 30769700 100

Plant Locations

The Company’s plants are located at:

1. C-4, Phase – II, NOIDA,

Distt. Gautam Budh Nagar,

U.P. - 201305

2. Saketi Road, Industrial Area,

Kala Amb, Tehsil Nahan,

Distt. Sirmor, Himachal Pradesh.

3. Shed No.77,

Annai Anjugam Nagar

Kundrathur Somangallam Road

Nandambakkam post, Chennai - 600 069

4. Plot No. 5, Industrial Area

Sikandarabad,

Distt. Bulandshahar (U.P.)

5. Plot no. 24, Sector 2

IIE Pantnagar

Distt. Udham Singh Nagar

Uttarakhand

Subsidiary Company

Fedders Lloyd Trading FZE

P.O.: 10055, Ras Al Khaimah, United Arab Emirates

Warehouse No. WH 11, Shed No. 18

Industrial Park, Ras Al Khaimah Free Trade Zone Authority

Address of the Registrar & Share Transfer Agent

Skyline Financial Services Private Limited

246, 1st Floor, Sant Nagar

Main ISKCON Temple Road

East of Kailash

New Delhi - 110065

Telephone: 011-26292682/83

Fax: 011 - 26292681

Email: [email protected]

Address of Correspondence

The Company Secretary

Fedders Lloyd Corporation Limited

159, OKhla Industrial Estate

Phase-III, New Delhi - 110 020

Phone: 011 - 40627200 - 300

Fax: 011 - 41609909

The Company has designated an email id exclusively for the shareholders and investors. They may communicate

their queries/grievances through the email id- [email protected].

Certification by the Auditors

As required under Clause 49 of the Listing Agreement, the Statutory Auditors of the Company have verified

the compliance of the conditions of Corporate Governance by the Company. Their Certificate is annexed

hereinafter.

21

CEO/CFO Certification

The Board of Directors


New Delhi

Sub: CEO/CFO Certification

We hereby certify that for the financial year 2008-09 we have reviewed the financial statements and the cash

flow statement and that to the best of our knowledge and belief:

1. These statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading.

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with

existing accounting standards, applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during

the year 2008-2009 which are fraudulent, illegal or violate the Company’s code of conduct.

4. We accept responsibilities for establishing and maintaining internal controls and that we have evaluated

the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and

the Audit Committee those deficiencies, of which we are aware, in the design or operation of the internal

control systems and that we have taken the required steps to rectify these deficiencies.

5. We further certify that:

there have been no significant changes in internal control during this year.

There have been no significant changes in accounting policies during the year

There have been no instances of significant fraud of which we have become aware and the involvement

therein, of management or an employee having a significant role in the Company’s internal control

system.

Place : New Delhi A.A. Siddiqui Brij Raj Punj

Dated : November 20, 2009 GM (Finance) Chairman & Managing Director

Declaration under Clause 49 of the Listing Agreement regarding

adherence to the Code of Conduct

I hereby declare that the Board of Directors has laid down the Code of Conduct for its Board Members and

Senior Management Personnel of the Company and the Board Members and Senior Management personnel

have affirmed compliance with the said code of conduct.

Place : New Delhi Brij Raj Punj

Dated : November 20, 2009 Chairman & Managing Director

22


Auditors’ Certificate on Compliance of Conditions of Corporate Governance

To

The Members


We have examined the compliance of conditions of Corporate Governance by Fedders Lloyd Corporation Limited

for the year ended on June 30, 2009 as stipulated in Clause 49 of the Listing Agreement of the said Company with

the Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination

was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of

the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial

statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that

the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned

Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency of effectiveness with which the management has conducted the affairs of the Company.

For Suresh C. Mathur & Co.


Place : New Delhi Brijesh C. Mathur

Dated : November 20, 2009 Partner

M.No. : 83540

23

AUDITORS' REPORT

To the Members,

Fedders Lloyd Corporation Ltd.

We have audited the attached Balance Sheet of FEDDERS LLOYD CORPORATION LIMITED as at 30th June, 2009

and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed

thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to

express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those

Standards require that we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from any material mis-statement. An audit includes, examining on a test basis,

evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing

the accounting principles used and significant estimates made by management, as well as evaluating the

overall presentation of the financial statements. We believe that our audit provides a reasonable basis for

our opinion.

2. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government in terms of

sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the

matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in the Paragraph 2 above we report that -

a) We have obtained all the information and explanations, which to the best of our knowledge and belief

were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as

it appears from our examination of those books;

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in

agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this

report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the

Companies Act, 1956;

e) On the basis of written representations received from the directors, as on 30th June, 2009, and taken

on record by the Board of Directors, we report that none of the Directors is disqualified as on 30th

June, 2009 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274

of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the

said accounts read together with the significant accounting policies in Schedule “P” and notes appearing

thereon give the information required by the Companies Act, 1956, in the manner so required and give

a true and fair view in conformity with the accounting principles generally accepted in India.

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2009;

ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.





M.No. : 83540

24


ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITOR’S REPORT OF EVEN DATE ON THE ACCOUNTS

FOR THE YEAR ENDED 30TH JUNE, 2009 OF FEDDERS LLOYD CORPORATION LIMITED

On the basis of such checks as we considered appropriate and in terms on the information and explanations

given to us, we state that

1.1 The Company has maintained records showing full particulars including quantitative details and situation of

the Fixed Assets.

1.2 A substantial portion of the Fixed Assets have been physically verified by the management during the year.

In our opinion the frequency of verification is reasonable having regard to the size of the Company and

nature of its assets. No material discrepancies were noticed on such physical verification.

1.3 According to the information and explanation given to us and in our opinion that the disposal of the fixed

assets has not affected the going concern status of the Company.

2. The inventory has been physically verified during the year by the management and in our opinion the

frequency of verification is reasonable. According to the information and explanations given to us, in our

opinion, the procedures of physical verification of stock followed by the management are reasonable and

adequate in relation to the size of the Company and the nature of its business. The Company is maintaining

proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to the

book records were not material and have been properly dealt with in the books of account.

3. According to the informations given to us, the Company has not taken any loans, secured or unsecured

from Companies, firms, or other parties listed in the Register maintained under Section 301 of the Companies

Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal

control procedure commensurate with the size of the Company and the nature of its business with regard

to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course

of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanations given to us, the transactions made in

pursuance of contracts of arrangements entered in the register maintained under Section 301 of the Companies

Act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made

at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public therefore the provision of Section 58A and

58AA of the Companies Act, 1956 are not applicable to the company.

7. In our opinion, the Company has internal audit system, commensurate with the size of the Company and

the nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed

by the Central Government for its maintenance of cost records u/s 209(1) (d) of the Companies Act, 1956

and are of the opinion that prime-facie, the prescribed accounts and records have been maintained. However,

we have not made a detailed examination of the records.

9. (a) According to the records of the Company and information and explanations given to us, the Company

has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education

and Protection Fund, Employees’ State Insurance, Income-tax, Fringe Benefit-tax, Sales-tax, Wealth-tax,

Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities

during the year.

25

9. (b) According to the information and explanation given to us and the record of the Company examined

by us, the particulars of dues of excise duty as at 30th June, 2009 which have not been deposited

on account of dispute.

Name of Dues Period of dispute Amount Forum where the

Relates to dispute is pending

Excise duty 2006-07 3.34 Lacs Excise Tribunal New Delhi

10. The Company does not have accumulated Losses at the end of the financial year and has not incurred any

cash loss during the financial year covered by our audit and the immediate preceding financial year.

11. According to the records examined by us and the information and explanation given to us, the company

has not defaulted in repayment of dues of financial institution or bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records

produced to us, the Company has not granted loans or advances on the basis of security by way of pledge

of shares, debentures and other securities

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the

provisions of Clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other

investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are

not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the terms & conditions of the

guarantees given by the Company for loan taken by the associate companies from bank are prime facie not

prejudicial to the interest of the Company.

16. According to the information and explanations given to us and on an overall examination of the Balance

Sheet of the Company, we report that no funds raised on short-term basis have been used for long term

investment and no long-term funds have been used to finance short term assets.

17. According to the Cash Flow Statement and records examined by us and according to the information and

explanations given to us, on overall basis, fund raised on short-term basis have, prima facie, not been used

during the year for long-term investment and vice versa.

18 The Company has not raised any moneys by way of issue of debentures.

19. The Company has not made any preferential allotment of shares to parties and Companies covered in the

Register maintained under Section 301 of the Companies Act, 1956 during the year.

20. The Company has not raised any money during the year by way of public issue.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the

financial statements and as per the information and explanations given by the management, we report that

no fraud on or by the Company has been noticed or reported during the course of our audit.

For Suresh C. Mathur & Co.Chartered Accountants



M.No. : 83540

26


BALANCE SHEET AS AT 30TH JUNE, 2009(Amount in Rs.)

Particulars Schedule As at As at30.06.2009 30.06.2008

SOURCES OF FUNDS:SHAREHOLDERS FUNDS:

Share Capital A 307,697,000 307,697,000

Reserves & Surplus B 1,242,467,046 1,550,164,046 1,167,406,895 1,475,103,895

LOAN FUNDS:

Secured Loans C 1,164,275,830 748,903,659

DEFERRED TAX LIABILITY 14,912,042 6,499,042

TOTAL 2,729,351,918 2,230,506,596

APPLICATIONS OF FUNDS:FIXED ASSETS: D

Gross Block 1,280,831,430 754,726,774

Less: Depreciation 390,496,389 890,335,041 346,460,856 408,265,918

Capital Work in Progress 16,116,985 134,943,140

Project Under Development 78,245,305 94,362,290 60,745,305 195,688,445

INVESTMENTS (At Cost) E 8,650,250 8,650,250

CURRENT ASSETS, LOAN & ADVANCES: F

Inventories 955,795,230 956,336,079

Sundry Debtors 738,397,070 712,392,089

Cash and Bank Balances 63,851,434 75,012,682

Loan and Advances 462,324,506 314,833,612

2,220,368,240 2,058,574,462

Less :

CURRENT LIABILITIES & PROVISIONS: G

Current Liabilities 339,561,314 353,683,580

Provisions 155,304,689 100,991,699

494,866,003 454,675,279

NET CURRENT ASSETS 1,725,502,237 1,603,899,183

MISCELLANEOUS EXPENDITURE H 10,502,100 14,002,800

(To the extent not written off or adjusted)

TOTAL 2,729,351,918 2,230,506,596

NOTES TO ACCOUNTS P - -

Schedules A to P annexed form an integral part

of accounts & are duly authenticated

As per our Report Attached For and on behalf of the Board of Directors



Brijesh C. Mathur A. A. Siddiqui Purnima Sharma S. S. Dhawan K.Lall Brij Raj Punj

Partner G. M. Finance Company Secretary Whole Time Director Director Chairman & Managing Director

M. No.: 83540

Place : New Delhi

Date : November 20, 2009

27

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 30TH JUNE, 2009(Amount in Rs.)

Particulars Schedule Year ended Year ended30.06.2009 30.06.2008

INCOME:

Sales 4,686,757,200 4,519,228,904

Less: Excise Duty 84,582,553 4,602,174,647 59,077,118 4,460,151,786

Other Income I 6,401,951 7,576,867

TOTAL 4,608,576,598 4,467,728,653

EXPENDITURE:

Cost of Goods Consumed J 4,050,720,290 3,988,424,268

Increase/decrease in Finished Stock K 39,702,064 4,090,422,354 (59,843,983) 3,928,580,285

Manufacturing Expenses L 32,286,389 27,223,217

Administrative Expenses M 143,276,071 103,921,018

Selling Expenses N 37,785,694 91,102,987

Finance Charges O 119,027,696 67,763,047

Misc. Expenditure Written off 3,500,700 3,500,700

Depreciation 44,035,533 41,600,344

Less: Re-valuation reserve written back 2,097,965 41,937,568 2,331,072 39,269,272

TOTAL 4,468,236,472 4,261,360,526

Profit before Taxation 140,340,126 206,368,127

Less:Provision for Taxation

Current Taxation 17,960,000 23,500,000

Deferred Tax Liability for the year 8,413,000 (10,550,000)

Fringe Benefit Tax 810,000 27,183,000 770,000 13,720,000

Profit for the year after Tax 113,157,126 192,648,127

Balance brought forward from previous year 8,951,684 6,303,557

Amount Available for Appropriation 122,108,810 198,951,684

APPROPRIATIONS:

Proposed Dividend 30,769,700 -

Tax on Proposed Dividend 5,229,310 -

Transfer to General Reserve 80,000,000 190,000,000

Balance carried to Balance Sheet 6,109,800 8,951,684

Basic & Diluted Earnings Per Share 3.68 6.26

Notes forming part of the Accounts P


of accounts & are duly authenticated.






M. No.: 83540

Place : New Delhi


28


SCHEDULES TO THE BALANCE SHEET AS AT 30TH JUNE, 2009(Amount in Rs.)

Particulars As at As at30.06.2009 30.06.2008

SCHEDULE - A

SHARE CAPITAL:

Authorised Capital:

5,00,00,000 Equity Shares of Rs.10/- each 500,000,000 500,000,000

Issued, Subscribed & Paid up Capital:

3,07,69,700 equity shares of Rs. 10/- each fully paid up 307,697,000 307,697,000

TOTAL 307,697,000 307,697,000

SCHEDULE - B

RESERVES AND SURPLUS:

1) Capital Reserve:

Revaluation Reserve (Not available for Dividend)

Office Premises 12,740,045 12,740,045

Factory Land & Building 103,785,709 106,116,781

116,525,754 118,856,826

Less: Amount Utilised to set-off Dep. 2,097,965 114,427,789 2,331,072 116,525,754

2) Securities Premium Account 256,398,500 256,398,500

3) General Reserve:

Opening balance 785,530,957 595,530,957

Add: Transfer from Profit & Loss a/c 80,000,000 865,530,957 190,000,000 785,530,957

4) Profit & Loss Account

As per Profit & Loss Appropriation A/c 6,109,800 8,951,684

TOTAL 1,242,467,046 1,167,406,895

SCHEDULE - C

SECURED LOANS:

From Schedule Banks:

Term Loans 418,743,210 243,750,000

Working Capital Loans 745,532,620 505,153,659

TOTAL 1,164,275,830 748,903,659

Note: Working Capital Loans are secured by way of hypothecation of whole of current assets and second charge

on Fixed assets of the Company. Term Loans are secured by way of first pari pasu charge on all exiting and future

fixed assets of the Company.

29

SC

HED

ULES T

O T

HE B

ALA

NC

E S

HEET A

S A

T 3

0TH

JU

NE, 2009

SC

HED

ULE-

D

FIX

ED

ASSETS:

(Am

ount in

Rs.

)

Gro

ss B

lock

Dep

reci

atio

nN

et B

lock

Par

ticu

lars

As A

tAd

ditio

nsTr

ansfe

r/As

At

Up To

For

the

year

Adju

stm

ent

Tota

lAs

At

As A

t

01.0

7.20

08Ad

just

men

t30

.06.2

009

30.0

6.20

0830

.06.2

009

30.0

6.20

08

Land

107,

582,

977

263

,702

,149

-37

1,28

5,12

6 -

--

-37

1,28

5,12

610

7,58

2,97

7

Fact

ory B

uilid

ing

149,

354,

138

1,57

4,30

4-

150

,928

,442

69,9

39,2

097,

984,

412

-77

,923

,621

73,0

04,8

2179

,414

,929

Offic

e Pre

mise

s 2

4,25

5,30

4-

- 2

4,2

55,3

04

14,2

53,5

3251

8,4

26-

14,7

71,9

58 9

,483,

346

10,0

01,7

72

Tem

pora

ry Sh

ed -

28,

256,

265

- 2

8,2

56,2

65

- 1

,881,

171

- 1,

881,

171

26,3

75,0

94

-

Furn

iture

& Fi

xtur

es 5

,159

,233

2,2

16,7

43-

7,3

75,9

763,

243,

927

522,

344

- 3

,766

,271

3,609,7

05

1,9

15,3

06

Plan

t & M

achi

nery

248

,447

,306

221,

969,

326

- 4

70,4

16,6

32 1

33,8

93,0

4016

,924

,043

- 1

50,8

17,0

8331

9,5

99,5

49 1

14,5

54,2

66

Dies

171

,689

,589

93,

356

-17

1,78

2,945

94,3

53,5

6810

,743,

285

-10

5,09

6,85

3 6

6,6

86,0

92

77,3

36,0

21

Gene

rato

r 2

,983

,559

1,14

1,79

0-

4,1

25,3

49

2,01

6,71

520

7,77

0-

2,22

4,48

5 1,

900,8

64

966

,844

Com

pute

r 1

5,92

1,95

9 2

,524

,753

- 18,4

46,7

1211

,963

,064

2,10

2,27

7 -

14,

065,

341

4,3

81,

371

3,95

8,89

5

Offic

e Eq

uipm

ents

4,3

12,4

4088

8,00

7-

5,2

00

,447

2,47

1,57

231

5,421

-2,

786,

993

2,413

,454

1,84

0,86

8

Elec

tric

Equ

ipm

ents

4,7

86,4

58 7

74,9

94-

5,56

1,452

1,93

6,12

447

7,44

8-

2,4

13,5

723,

147,

880

2,8

50,3

34

Air-

cond

ition

ers

3,14

7,14

816

2,06

1-

3,3

09,2

09

2,31

0,50

612

4,35

8-

2,4

34,8

64 8

74,3

4583

6,64

2

Refri

gera

tors

258

,423

--

258,4

2324

8,28

81,

410

-24

9,69

8 8

,725

10,1

35

Fan

580,

465

45,

208

- 6

25,6

7347

1,588

16,8

58-

488

,446

137,

227

108,

877

Moto

r Car

13,

057,

906

2,66

7,97

1-

15,7

25,8

776,

745,

568

2,12

7,40

2-

8,87

2,97

06,8

52,9

07

6,31

2,33

8

Scoo

ter &

Mot

or Cy

cle47

,992

--

47,

992

31,

975

4,14

7-

36,

122

11,8

7016

,017

Fork

Lifte

r 5

59,3

05-

- 5

59,3

05

531,

100

3,92

4-

535

,024

24,2

81

28,

205

Tools

2,4

30,1

4987

,729

- 2

,517

,878

1,9

12,5

7278

,054

- 1

,990

,626

527

,252

517,

577

Flat

152,

423

--

152,

423

138,

508

2,78

3-

141,

291

11,1

3213

,915

TOTA

L75

4,7

26,7

7452

6,104,6

56-

1,28

0,8

31,4

3034

6,4

60,8

5644

,035

,533

-39

0,4

96,3

89890,3

35,0

4140

8,2

65,

918

(Pre

viou

s Yea

r) 7

42,9

50,2

5460

,766

,136

48,9

89,6

1675

4,72

6,77

430

5,61

1,30

941

,600

,344

750,

797

346

,460

,856

408

,265

,918

Tota

l Dep

recia

tion

durin

g the

year

44,0

35,5

33

Less

: Rev

alua

tion

Rese

rve W

/bac

k to

the e

xten

t of d

ep. o

n ad

ditio

n on

a/c

of R

eval

uatio

n 2

,097

,965

Depr

ecia

tion

char

ged

to P

rofit

& Lo

ss A

ccou

nt41

,937

,568

30




SCHEDULE - E

INVESTMENTS:

Long Term Investments: Non tradable

Quoted Shares

Lloyd Electric & Engineering Ltd. 1,500 1,500(100 Equity Shares of Rs. 10/- each at a premium

of Rs. 5/- per Share)

(Market Value as on 30.06.2009: Rs. 37.05 Per Share)

State Bank of Bikaner & Jaipur:(375 Equity Shares of Rs. 100 each fully paid up

at a premium of Rs. 440/- per Share)

(Market Value as on 30.06.2009: Rs. 384.45 Per Share) 202,500 202,500

Sub-Total (A) 204,000 204,000

Unquoted Shares:

(Market Value not known)

M/s Lloyd Credits Ltd. 3,000,000 3,000,000

(3,00,000 Equity Shares of Rs. 10/- each)

Wholly owned Subsidiary Company

M/s Fedders Lloyd Trading FZE 5,446,250 5,446,250

(5 Shares @ 1,00,000/- AED each)

Sub-Total (B) 8,446,250 8,446,250

TOTAL (A+B) 8,650,250 8,650,250

31



SCHEDULE - F

CURRENT ASSETS, LOAN AND ADVANCES:

INVENTORIES

(As certified by the Management)

Stock in hand:at cost net of modvate

Raw-materials 389,184,396 333,706,085

Finished Goods 259,442,713 308,874,697

Work in Progress 178,252,147 119,510,988

Semi Finished Goods 96,823,960 87,094,040

923,703,216 849,185,810

Stock at Warehouse 32,092,014 107,150,269

TOTAL (A) 955,795,230 956,336,079

SUNDRY DEBTORS:

(Unsecured considered good by the Management)

More than six months 121,558,020 258,661,241

Others 616,839,050 453,730,848

TOTAL (B) 738,397,070 712,392,089

CASH AND BANK BALANCES:

Cash balance in hand 6,333,090 5,396,558

Balances with scheduled banks:

in current accounts 24,411,489 21,580,909

in Margin Money 19,800,311 42,682,686

in Fixed Deposit 13,306,544 5,352,529

TOTAL (C) 63,851,434 75,012,682

LOAN & ADVANCES :

(Unsecured- considered good)

Earnest Money & Security Deposits 38,469,448 23,875,444

Staff and other advances 3,545,569 2,619,251

Advances for goods and expenses to be recovered

in cash or in kind or for value to be received 388,322,248 268,705,017

SAD 4% Refundable 5,316,317 -

Balance in Excise PLA & PCA A/c 7,016,331 10,425,279

Advance Income Tax & T.D.S. 19,654,593 9,208,621

TOTAL (D) 462,324,506 314,833,612

Grand Total(A+B+C+D) 2,220,368,240 2,058,574,462

32




SCHEDULE - G

CURRENT LIABILITIES & PROVISIONS:

CURRENT LIABILITIES:

Sundry creditors for goods and expenses 319,857,858 324,050,134

Unclaimed Dividend 1,896,280 1,899,812

Other Liabilities 14,647,930 27,733,634

Interest accured but not due 3,159,246 -

TOTAL 339,561,314 353,683,580

PROVISIONS:

for Income Tax 99,985,323 86,430,360

for Fringe Benefit Tax 1,580,000 770,000

for proposed dividend 30,769,700 -

for tax on proposed dividend 5,229,310 -

for gratuity & leave encashment 17,740,356 13,791,339

TOTAL 155,304,689 100,991,699

SCHEDULE - H

MISCELLANEOUS EXPENDITURE:

(to the extent not written off or adjusted)

Deferred Revenue Expenditure 14,002,800 17,503,500

Less:1/5th written off during the year 3,500,700 10,502,100 3,500,700 14,002,800

TOTAL 10,502,100 14,002,800

33

SCHEDULES TO THE PROFIT & LOSS ACCOUNT FOR THE YEAR

ENDED ON 30TH JUNE, 2009(Amount in Rs.)

Particulars Year ended Year ended30.06.2009 30.06.2008

SCHEDULE - IOTHER INCOME:

Other Income 2,400,763 2,488,012

Interest Received 4,001,088 2,242,615

Dividend Gross 100 37,700

Profit on Sale of Assets - 8,540

Profit on Sale of Share - 2,800,000

TOTAL 6,401,951 7,576,867

SCHEDULE - JCOST OF GOODS CONSUMED:

Opening Stocks:

Raw materials, Stores & Spares 333,706,084 180,893,536

Work in progress 119,510,988 111,550,042

453,217,072 292,443,578

Add: Purchases and Expenses 4,164,939,761 4,618,156,833 4,149,197,762 4,441,641,340

Less: Closing stocks

(Valued at cost or net realiseable whichever

is less as certified by the directors)

Raw materials, Stores & Spares 389,184,396 333,706,084

Work in progress 178,252,147 567,436,543 119,510,988 453,217,072

TOTAL (A) 4,050,720,290 3,988,424,268

SCHEDULE - KIncrease/Decrease in Finished Stock

Opening stock:

Air-conditioners 250,340,071 186,436,955

Refrigerators 300,752 300,752

Semifinished 87,094,040 93,619,658

Appliances 58,233,874 395,968,737 55,767,389 336,124,754

Less: Closing stock

Air-conditioners 245,405,538 250,340,071

Refrigerators 300,752 300,752

Semifinished 96,823,960 87,094,040

Appliances 13,736,423 356,266,673 58,233,874 395,968,737

TOTAL (B) 39,702,064 (59,843,983)

Grand Total (A + B) 4,090,422,354 3,928,580,285

34





SCHEDULE - LMANUFACTURING EXPENSES:

Labour, Wages & Perquisities 14,748,092 14,093,139

Repair to Plant & Machinery 19,353 76,254

Provident Fund Contribution 7,948,702 4,669,505

Employee State Insurance 1,078,862 713,941

Staff Amenities 750,703 759,195

Bonus 102,927 85,800

Factory Licence Fee 13,500 13,500

Power & Fuel & Other Mfg. Exp. 7,624,250 6,811,883

TOTAL 32,286,389 27,223,217

SCHEDULE- MADMINISTRATIVE EXPENSES:

Staff Salaries 87,362,513 57,191,776

Bonus 1,586,758 1,002,044

Remuneration to Directors 7,719,500 2,321,961

Rent 7,423,900 3,785,397

Travelling 4,944,460 4,123,439

Printing and stationery 1,823,566 1,684,676

Legal and Consultancy Fee 11,024,314 9,342,045

Audit Fee 550,000 370,000

Tax Audit Fee 50,000 30,000

Service Tax 61,800 661,800 49,440 449,440

Postage, Telegrams & Telephone 3,637,084 2,791,248

Director Sitting Fee 90,000 75,000

Gratuity 5,977,381 13,842,214

Leave Encashment 674,322 65,973

General Charges 710,933 595,994

Motor Car Expenses 1,342,609 780,999

Subscription 354,754 379,271

Conveyance 4,501,717 2,956,884

Newspapers & Periodicals 108,132 42,962

Custodial fee - 33,708

Assets written off - 5,684

Licence fee 98,728 17,280

Computer Expenses 730,876 488,144

Research & Development 2,502,724 1,944,879

TOTAL 143,276,071 103,921,018

35




SCHEDULE - N

SELLING EXPENSES:

Advertisement 28,993,198 85,428,357

Sales Promotion 5,097,099 5,674,630

Work Contract Tax Paid 3,695,397 -

TOTAL 37,785,694 91,102,987

SCHEDULE - O

FINANCE CHARGES:

Bank Charges 6,422,944 5,114,708

Interest 112,604,752 62,648,339

TOTAL 119,027,696 67,763,047

36


SCHEDULE-‘P’

Notes to Accounts for the year ended on 30th June, 2009

I. SIGNIFICANT ACCOUNTING POLICES

1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

a) The financial statements have been prepared under the historical cost convention in accordance with

generally accepted accounting principles, accounting standards and the provisions of the Companies

Act, 1956 as adopted consistently by the Board.

b) Accounting policies not specifically referred to otherwise are consistent and in consonance with generally

accepted accounting principles followed by the Company.

2. REVENUE RECOGNITION:

a) All income and expenditure are recognized on accrual basis.

b) The sales is recognized on the dispatch of goods inclusive of excise duty wherever applicable and are

net of trade discount.

c) Sales tax is not passed through Profit & Loss Account and is therefore not included in sales.

d) Excise Duty & Custom duty are passed through Profit & Loss A/c.

e) Modvat availed on purchases of raw material and other inputs are reduced from its purchase and

accordingly purchases of raw material are stated at net of cost.

3. FIXED ASSETS:

a) Fixed Assets are stated at their original cost including freight and other incidental expenses related to

acquisition and installation, less accumulated depreciation.

b) In case of land and building market value has been substituted for cost based on the valuation report

adopted in the meeting of Board of Director on 24-04-99

c) Revaluation reserve has been utilized to the extent of amount needed to set-off depreciation on

addition to fixed assets on account of revaluation of assets.

4. DEPRECIATION:

a) Depreciation on fixed assets (other than land) is charged on written down value method at the rates

and in the manner prescribed in Schedule XIV of the Companies Act, 1956.

b) Revaluation reserve has been utilized to the extent of amount needed to set-off depreciation on


c) Depreciation on addition to assets or on sale of assets is calculated on pro-rata basis.

5. ACCOUNTING FOR FOREIGN CURRENCY TRANSACTIONS:

a) Foreign currency transactions other than Fixed Assets are recorded at exchange rate prevailing at the

time of transaction and realized gains and losses on this account are recognized in Profit & Loss Account.

b) There is no foreign currency liability against acquisition of fixed assets at the year end.

37

6. INVESTMENTS:

Long term investments are stated at cost. Provision for diminution in the value of long-term investment is

made only if such decline is other than temporary in the opinion of the management.

Investments in subsidiary company are of long term strategic value and the diminution, if any in the value of

these investments is temporary in nature.

7. INVENTORIES:

a) Raw materials, stores and spares and stock-in-transit are valued at cost net of MODVAT as per the First

in First out (FIFO) method after providing for cost of obsolescence value.

b) Work in progress is valued at cost including related overheads.

c) Finished goods are valued at lower of cost or net realizable value.

d) Stock in transit lying in warehouse is valued at cost and does not include custom duty payable. However,

non-provision of duty does not affect profit for the year.

8. EMPLOYEES RETIREMENT BENEFITS

a) The Company’s contribution to the provident fund is charged to profit and loss account.

b) The Company’s liability in respect of payment of gratuity and leave encashment is provided on accrual

basis. During the year, Company has made the provision of gratuity and leave encashment of Rs. 39.49

Lacs upto 30th June, 2009.

9. RESEARCH AND DEVELOPMENTS

Revenue expenditure is charged to profit & loss account of the year in which they incurred.

10. EXCISE DUTY

Excise duty is accounted for as and when the same is paid on the dispatch of goods from factory premises.

No provision has been made for excise duty in respect of finished products lying in the factory premises.

11. MANAGEMENT ESTIMATION

The financial statements are prepared in conformity with generally accepted accounting principles and

applicable accounting standards, which may require management to make estimates and assumptions.

These may affect the reported amount of assets and liabilities and disclosures of contingent liabilities on the

date of financial statements and the reported amount of the revenue and expenses during the reporting

period. Actual report later could differ from these estimates.

12. IMPAIRMENT OF ASSETS

In the opinion of the Company's management, there is no impairment to the assets to which Accounting

Standard-28 “Impairment of Assets” applied requiring any revenue recognition.

13. TAXATION

Current Tax:

The tax expenses for the year, comprising current tax and fringe benefit tax is included in determining the

net profit for the year.

A Provision is made for the current tax and fringe benefit tax based on tax liability computed in accordance

with relevant tax rates and tax laws.

38


Deferred Tax:

The Deferred Tax Liability / Asset is Provided for timing difference between book profit and taxable profits

is accounted for using the tax rates and laws that have been enacted or substantially enacted as on the

balance sheet date.

14. BORROWING COST

Borrowing cost that are directly attributable to the acquisition, construction or production of qualifying

assets are capitalized as a part of the cost of that asset. Other borrowing costs are recognized as an expense

in the period in which they are incurred.

15. EARNING PER SHARE

The earnings considered in ascertaining the Company’s Earnings per Share (EPS) comprise the net profits

after tax. The number of shares used in computing basic EPS is the weighted average number of shares

outstanding during the year.

The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential

dilutive equity shares.

16. CASH FLOW STATEMENT

The Cash Flow statement is prepared by the indirect method set out in Accounting Standard –3 issued by

the Institute of Chartered Accountants of India as required by the SEBI on Cash Flow Statement and presents

cash flows by operating, investing and financing activities of the Company. Cash and cash equivalents

presented in the cash flow statement consists of cash in hand and demand deposits with banks as on the

Balance Sheet date.

17. SUNDRY DEBTORS/LOANS & ADVANCES

Sundry Debtors, Creditors and other advances are subject to confirmation. The effect of the same, if any

which is not likely to be material, will be adjusted at the time of conformation.

18. PROVISIONS /CONTINGENCIES

A provision is recognized when there is a present obligation as a result of past event and it is probable that

an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can

be made. Provisions are determined based on best estimate of the amount required to settle the obligation

at the Balance Sheet date.

Contingent liabilities are not recognized and are disclosed in the Notes on Accounts.

19. DERIVATIVE INSTRUMENTS

The Company has not entered into the derivative instruments. Forward Contract other than those entered

into, to hedge foreign currency risk on unexecuted firm commitments or of highly probable forecast

transactions are treated as foreign currency transactions and accounted accordingly. Exchange difference

arising on such contracts are recognized in the period in which they arise and premium paid/received is

accounted as expenses/income over the period of the contract.

39

II. NOTES TO ACCOUNTS

1. Contingent Liabilties

Sl. No. Particulars Amount (Rs.)

1. Bank Gurantees 557,714,043

2. Corporate Guarantees 81,102,610

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. Related Party Disclosures: (In which some directors are interested)

Related Companies Nature of Relationship

(Associate Co. /Subsidiary Co./Directors Interested)

Airserco Pvt. Ltd. Directors Interested

Lloyd Electric & Engineering Ltd. Directors Interested

Perfect Radiators & Oil Coolers Pvt. Ltd. Directors Interested

PSL Engineering Pvt. Ltd. Directors Interested

Fedders Lloyd Trading FZE Dubai Subsidiary Company

Key Management Personnel

Mr. Brij Raj Punj Managing Director


Transaction with Related Companies

Transaction Amount (Rs.)

Purchase of goods 5,190,0217

Sales of goods 696,317

4. Deferred Revenue Expenditure

In December 2000, the Company was compelled to close its manufacturing unit situated at 2, Industrial

Area, Kalkaji, New Delhi under the order of Hon’ble Supreme Court of India for closure of polluting factories

in the state of Delhi under Group F. As a consequential effect of aforesaid closure, the manufacturing

facilities related to production of Air-conditioners Packages Unit were kept idle which resulted into non-

productive costs of Rs. 1,75,03,500/- had provided as deferred revenue expenditure.

During the year, the Company has written off Rs.35,00,700/- having 1/5 of the Deferred Revenue Expenditure.

5. Investment of Subsidiary Company

The Company has invested Rs. 54,45,250/- (i.e. 5 shares @ 1,00,000/- AED each) in M/s Fedders Lloyd Trading

FZE, Dubai which is subsidiary Company of M/s Fedders Lloyd Corporation Limited.

6. Project Under Development

The Company has a land at Vrindaban. The cost of project as at the Balance Sheet date is as under:

Amount (Rs. )

Cost of Land 52,039,200

Technical Consultancy Charges 314,105

Interest 23,500,000

Other cost 2,392,000

Total 78,245,305

40


7. Dividend

During the year, the Company has proposed dividend of Rs. 30,769,700/- to shareholders.

8. The break-up of deferred tax assets and liabilities into major components at the year ended as below:

Amount (Rs.)

Deferred Tax Liability:

Depreciation Difference 15,862,700

Deferred Tax Assets

Gratuity & Other Provisions 7,449,700

Net Deferred Liability 8,413,000

9. Basic & Diluted Earning per Share

Earnings per share has been computed as under: Amount (Rs.)

Profit after Taxation 113,157,126

Number of Ordinary Shares 30,769,700

Basic and Diluted Earnings per share (Face Value Rs.10/-per share) 3.68

10. Segment Reporting:

As per Accounting Standard 17 on segment reporting of ICAI, the Company has two reportable segments viz.,

HVACR and Steel Structural during the year under review. Accordingly the reporting is done segment wise.

Segment revenue, results and capital employed include the respective amount identifiable to each of the

segments. Other unallocable expenditure includes expenses incurred on common services provided to the

segments, which are not directly identifiable.

Sr. No. Particulars Amount (Rs. In lacs)

30.06.2009

1 Segment Revenue (Net Sale/Income from each Segment

a) HVACR 36,158.88

b) Steel Structurals 9,926.88

Total 46,085.76

Less: Inter Segment Revenue 0.00

Net Sales/Income form Operations 46,085.76

2 Segment Results(Profit (+)/Loss(-) Before Tax and Interest from each Segment)

a) HVACR 2,413.36

b) Steel Structurals 602.09

Total 3,015.45

Less:

i) Interest 1,126.05

ii) Other Un-allocable expenditure net off 486.00

iii) Un-allocable Income 0.00

Total Profit Before Tax 1,403.40

3 Capital Employed (Segment Assets – Segment Liabilities)

a) HVACR 16,664.00


c) Unallocated 811.00

Total 19,584.00

41

11. Additional information pursuant to the provisions of paragraphs 3,4C and 4D of part II of the Schedule

VI of the Companies Act, 1956.

Number of persons drawing remuneration aggregating to Rs. 24,00,000/-

or more for the year of Rs. 2,00,000/- per month when employed for part of the year: 2

Employed whole of the year 2

Employed part of the year Nil

12. Licenced , Installed Capacity & Actual Production

AIR-CONDITIONERS REFRIGERATORS STEEL STRUCTURALS

Licenced Capacity 80000 Nos. 20000 Nos. 72000 MT* and 8 Lacs No.

Installed Capacity 40000 Nos. 20000 Nos. 72000 MT* and 8 Lacs No.

Actual Production/Purchases 39791 TR. NIL 21079 MT

*on Triple shift basis

13. Raw Materials and Stores Consumed for Production/ Replacement:-

Sl. No. Items Amount(Rs.)

1 Compressors Nos. 1401 21,496,772

2 Electric Motors Nos. 2239 7,221,881

3 Condensing/Evaporator Coils Nos. 2330 63,162,819

4 Thermostat Nos. 1628 1,317,264

5 Control Pressure Switch 388,950

6 Running and Start Capacitor 1,534,670

7 Sheet Metal / Plate/Pipes 3,706,521,176

8 Copper 1,560,967

9 Control Electrical 275,988

10 Plastic Material 703,488

11 Brazing/Welding Material 702,365

12 Packing Material 678,698

13 Consumable 1,750,368

14 Others (Including Expenses Net) 243,404,884

Total 4,050,720,290

14. Quantitative Details :

ITEMS Nos./Tr. Opening Stock Closing Stock Turnover

Qty. Value Qty. Value Qty. Value

(Rs.) (Rs. ) (Rs. )

Air-conditioner TR 22567 250,340,071 20933 245,405,538 41425 712,637,457

Refrigerator Nos. 45 300,752 45 300,752 - -

Appliances Nos 37677 58,233,874 1416 13,736,423 46312 193,827,452

Semi Finished - 87,094,040 - 96,823,960 - -

Project, components

& proceed Steel Sheet - 333,706,084 - 389,184,396 - 3,625,144,264

Misc. sales - - - - - 8,459,050

Work in Progress - 119,510,988 - 178,252,147 - -

Work contract - - - - - 146,688,977

Total (Rs.) 849,185,810 923,703,216 4,686,757,200

42


Opening Stock Closing Stock

15. Stock in Transit / Warehouse 107,150,269 32,092,014

16. Value of Import (C.I.F) Value :- (Amount in Rs. )

i) Raw Materials Nil

ii) Components and Spares 212,043,707

iii) Capital items Nil

17. Expenditure in Foreign Currency :-

(Excluding value of imports)

Travelling Expenses Rs. 949,706/-

18. Value of Raw Materials consumed during the year:

Particulars Percentage (%) Total (Rs.)

Imported 0.14 5,740,909

Indegenous 99.86 4,044,979,381

Total 100 4,050,720,290

19. Earnings in Foreign Exchange:

Export Sales Rs. 334,452,563/-

20. Payment to Auditors : (Amount in Rs. )

Audit Fee 550,000

Tax Audit Fee 50,000

Add: Service Tax 61,800

Total 661,800

21. Directors Remuneration paid during the year:

Remuneration & Perks 7,719,500

Provident Fund 513,000

22. Previous years figures have been re-grouped/re-arranged as and wherever found necessary.

23. The balance of Intra –Group companies & Sister Units are subject to confirmation.

24. In the opinion of the Board, the current assets are approximately of the value stated, if realized in the

ordinary course of business. The provision of all known liabilities is adequate and not in excess of the

amount reasonably necessary.

Refer to our Report of even date For and on behalf of the Board of Directors





M. No.: 83540

Place : New Delhi


43

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 30TH JUNE 2009(Rs. in Lacs)


A. Cash Flow from Operating Activities:

Net Profit before tax 1,403.40 2,063.68

Adjustments for :

Add: Depreciation 419.38 392.69

Preliminary Expenses written off 35.01 35.01

Interest Paid 1,126.05 1,580.43 626.48 1,054.18

Less: Profit on sale of fixed assets - (0.09)

Profit on sale of Investments - (28.00)

Interest Income (40.01) (22.43)

Dividend Income (0.00) (40.01) (0.38) (50.90)

Operating profit before working capital changes 2,943.82 3,066.96

Trade & other receivables (260.05) (781.41)

Inventories 5.41 (3,262.87)

Loans & Advances (1,370.45) 1,170.71

Trade & other payable (101.73) (1,726.82) 1,484.73 (1,388.84)

Cash generated from operations 1,217.00 1,678.12

Direct tax paid (148.51) (148.51) (41.90) (41.90)

Net Cash Flow from Operating Activities 1,068.49 1,636.22

B Cash Flow from Investing Activities:

Purhase of fixed assets (4,247.79) (759.83)

Sale of fixed assets - 0.21

Purchase of Investment - (54.46)

Interest Received 40.01 22.43

Profit on sale of fixed assets - 0.09

Profit on sale of Investments - 28.00

Dividend received 0.00 (4,207.77) 0.38 (763.18)

Net Cash Flow from Investing Activities (4,207.77) (763.18)

C Cash Flow from Financial Activities:

Proceeds from Long Term Borrowing 4,153.72 548.61

Dividend Paid - (307.70)

Dividend Tax - (52.28)

Interest paid (1,126.05) 3,027.67 (626.48) (437.85)

Net Cash Flow from Financing Activities 3,027.67 (437.85)

Net increase/decrease in Cash and Cash Equivalents (A+B+C) (111.61) 435.19

Opening Balance of Cash and Cash Equivalents 750.13 314.94

Closing Balance of Cash and Cash Equivalents 638.51 750.13

Net increase/ decrease in Cash and Cash Equivalents (111.61) 435.19

Refer to our Report of even date For and on behalf of the Board of DirectorsFor Suresh C. Mathur & Co.Chartered AccountantsBrijesh C. Mathur A. A. Siddiqui Purnima Sharma S. S. Dhawan K.Lall Brij Raj PunjPartner G. M. Finance Company Secretary Whole Time Director Director Chairman & Managing DirectorM. No.: 83540

Place : New DelhiDate : November 20, 2009

AUDITORS' REPORT

We have examined the above Cash Flow Statement of Fedders Lloyd Corporation Limited for the year ended 30th June, 2009. The statement has been prepared by

the Company in accordance with the requirements-of Clause 32 of the Listing Agreement entered into with Stock Exchanges and is based on and is in agreement

with the corresponding Profit & Loss Account and Balance Sheet of the Company.For Suresh C. Mathur & Co.

Chartered Accountants,Brijesh C. Mathur

Place : New Delhi Partner,Dated : November 20, 2009 M. No.: 83540

44


INDEPENDENT AUDITORS’ REPORT

Ref: SHJ/2260/AM/TA/2009

To

The Shareholder

Fedders Lloyd Trading FZE,

PO Box- 10559

RAK Free Trade Zone

Ras Al Khaimah – United Arab Emirates.

Report on the Financial Statements

We have audited the accompanying financial statements of Fedders Lloyd Trading FZE (“the Establishment”)

which comprise the balance sheet as at June 30, 2009 and the profit and loss account, statement of changes in

equity, cash flow statement for the period from February 11, 2008 (Inception) to June 30, 2009 and a summary of

significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance

with International Financial Reporting Standards and the Implementing regulations of RAK Free Trade Zone

pursuant to the Emiri decree dated 1/5/2000 of H.H.Sheikh Saqr Bin Mohammed Bin Salem Al Qassimi, the ruler

of Ras al Khaimah; concerning the entities in RAK Free Zone. This responsibility includes: designing, implementing

and maintaining internal control relevant to the preparation and fair presentation of financial statements that

are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting

policies and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our

audit in accordance with International Standards on Auditing. Those standards require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance, whether the financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on our judgement, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,

we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements

in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of

FEDDERS LLOYD TRADING FZE

RAK TRADE FREE ZONE- RAS AL KHAIMAH

UNITED ARAB EMIRATES

FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS’ REPORT

FOR THE PERIOD FROM FEBRUARY 11, 2008 (INCEPTION)

TO JUNE 30, 2009

45

expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the

appropriateness of accounting policies & principles used and reasonableness of accounting estimates made by

management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

Opinion

The Establishment has incurred a loss amounting to AED 119,504 during the period. The management has

represented that the Establishment would continue to operate despite the losses. The capital adequacy as required

under the Implementing regulations of RAK Free Trade Zone pursuant to the Emiri decree dated 1/5/2000 of

H.H.Sheikh Saqr Bin Mohammed Bin Salem Al Qassimi, the ruler of Ras al Khaimah; concerning the entities in

RAK Free Zone, U.A.E. is not maintained during the period. However the management has represented that the

same will be maintained by introduction of further capital subsequently.

Inventories have been stated in these financial statements as per the valuation of the management. We did not

attend the physical inventory count at the period end.

Trade receivables amounting to AED 7,500 is subject to independent confirmation and subsequent realization.

In our opinion; except for the effects of above; which may require financial adjustments; the financial statements

present fairly, in all material respects, the financial position of the Establishment as of June 30, 2009 and its

financial performance and its cash flows for the period from February 11, 2008 (Inception) to June 30, 2009 in

accordance with International Financial Reporting Standards and comply with the Implementing regulations of

RAK Free Trade Zone pursuant to the Emiri decree dated 1/5/2000 of H.H.Sheikh Saqr Bin Mohammed Bin Salem

Al Qassimi, the ruler of Ras al Khaimah; concerning the entities in RAK Free Zone.

Report on other legal and regulatory requirements

As required by the implementing regulations of RAK Free Trade Zone pursuant to the Emiri decree

dated 1/5/2000 of H.H.Sheikh Saqr Bin Mohammed Bin Salem Al Qassimi, the ruler of Ras al Khaimah; concerning

the entities in RAK Free Zone, we further confirm that,

1. We have obtained all the information and explanations necessary for our audit,

2. Proper books of accounts have been maintained by the Establishment,

3. A physical count of inventories was carried out by the Management in accordance with established principles,

however it has not been independently verified.

4. We are not aware of any contraventions during the period of the above mentioned law; which may have

material effect on the financial position of the company or the result of its operations for the period.

Atik Munshi

Partner

Registration No.483

Horwath MAK – Chartered Accountants & Business Advisors

RAS AL KHAIMAH – U.A.E

November 02, 2009

46



RAK FREE TRADE ZONE-RAS AL KHAIMAH

BALANCE SHEET AS OF JUNE 30, 2009

(In Arab Emirates Dirhams)

Note 2009

Assets

Current assets

Cash and bank balances 4 128,200

Trade receivables 5 27,340

Other receivables and prepayments 6 50,267

Inventories 7 394,541

Due from related parties 8 283,688

Total current assets 884,036

Total Assets 884,036

Liabilities and Shareholders’ Equity

Current liabilities

Sundry payables & accruals 9 8,964

Due to related parties 8 494,576

Total current liabilities 503,540

Total Liabilities 503,540

Shareholders’ Equity

Share Capital 2 500,000

Accumulated loss 10 (119,504)

Total Shareholders’ Equity 380,496

Total Liabilities and Shareholders’ Equity 884,036

The accompanying notes form an integral part of these financial statements.

The Report of the Auditors is set out on pages 1 and 2.

The financial statements on pages 3 to 14 were approved by the Board of Directors on November 02, 2009 and

signed on its behalf by:

Brij Raj Punj Krishan Lal

Director Director


47



PROFIT AND LOSS ACCOUNT

For the Period from February 11, 2008 (Inception) to June 30, 2009


Note 2009

Revenue 11 599,480

Cost of sales 12 (598,837)

Gross Profit 643

Deduct

General and administrative expenses 13 (112,063)

Selling and distribution expenses 14 (3,880)

Total Operating Expenses (115,943)

Loss from operating activities (115,300)

Financial expenses (4,204)

Net Loss for the period (119,504)



The financial statements on pages 3 to 14 were approved by the Board of Directors on November 02, 2009 and

signed on its behalf by:

Brij Raj Punj Krishan Lal

Director Director


48




Statement of Changes in Shareholders’ Equity

For the period from February 11, 2008 (Inception) to June 30, 2009(In Arab Emirates Dirhams)

Share Capital Accumulated Loss Total

Changes in Shareholders’ Equity:

a. Capital introduced 500,000 - 500,000

b. Net loss for the period - (119,504) (119,504)

Balance at June 30, 2009 500,000 (119,504) 380,496



49



STATEMENT OF CASH FLOWS

For the period from February 11, 2008 (Inception) to June 30, 2009


2009

Cash flows from operating activities:

Net loss for the period (119,504)

Adjustments for:

Financial Cost 4,204

Operating loss before changes in operating assets and liabilities (115,300)

(Increase)/Decrease in Current Asset

Trade receivables (27,340)

Other receivables & prepayments (50,267)

Inventory (394,541)

Increase/(Decrease) in Current Liability

Provision and accrued expenses 8,964

(463,184)

Net Cash used in operating activities (578,484)

Cash flows from financing activities:

Capital introduced 500,000

(Increase)/decrease in due from related party (283,688)

Increase/(decrease) in due to related party 494,576

Finance Cost paid (4,204)

Net cash used in financing activities 706,684

Net Increase in cash and cash equivalents 128,200

Cash and cash equivalents, beginning of the period -

Cash and cash equivalents, end of the period 128,200

Represented by:

Cash at Bank 128,200

128,200



50


FEDDDERS LLOYD TRADING FZE

RAK TRADE FREE ZONE-RAS AL KHAIMAH

United Arab EmiratesNotes to the Financial Statements

For the period from February 11, 2008 (Inception) to June 30, 2009

1 Legal status and business activity:

1.1 Fedders Lloyd Trading FZE, (‘the Establishment”) was incorporated on February 11, 2008 as a Free Zone

Establishment with Limited Liability and registered with RAK Trade Free Zone Authority, Ras Al Khaimah –

United Arab Emirates. The Establishment operates under a Trade license issued by RAK Free Trade Zone

authority.

1.2 The principal activity as per the Trade license of the Establishment is General Trading.

1.3 The registered office of the Establishment is located at RAK Trade Free Zone, PO Box- 10559, Ras Al Khaimah,

United Arab Emirates.

1.4 The management and control are vested with the Board of Directors.

1.5 These financial statements incorporate the operating results of the trade license No.# 7000188 .

2 Share Capital:

Authorised, issued and paid up capital of the Establishment is AED 500,000 divided in to 5 shares of 100,000 each.

The details of the shareholding at June 30, 2009 are as follows:

Name of Shareholder Registered Shareholding % AED

a) Fedders Lloyd Corporation Limited India 100% 500,000

100% 500,000

3 Summary of significant accounting policies:

Basis of preparation:

The financial statements have been prepared in accordance with International Financial Reporting Standards

(IFRS) issued by the International Accounting Standards Board (IASB), interpretations issued by International

Financial Reporting Interpretations Committee (IFRIC), and applicable requirements of the U.A.E. Law. A

summary of the significant accounting policies, which have been applied consistently, are set out below:

a) Accounting convention

These financial statements have been prepared under historical cost convention basis.

b) Inventories

Inventories are stated at the lower of cost and net realisable value using First in First out Method. Costs

comprise direct materials and, where applicable, direct labour costs and the overheads that have been

51

incurred in bringing the inventories to their present location and condition. Net realisable value represents

the estimated selling price less all estimated costs to completion and costs to disposal.

c) Revenue recognition

Revenue from sale of goods shall be recognised when all the following conditions have been satisfied:

i. The entity has transferred to the buyer the significant risks and rewards of ownership of the

goods;

ii. The entity retains neither continuing managerial involvement to the degree usually associated

with ownership nor effective control over the goods sold;

iii. The amount of revenue can be measured reliably;

iv. It is probable that the economic benefit associated with the transaction will flow to the entity; and

v. The cost incurred or to be incurred in respect of the transaction can be measured reliably.

d) Financial expenses

Financial expenses are accounted in the Profit & Loss Account in the period in which they are incurred.

e) Employees’ terminal benefits

Amounts required to cover end of service indemnity at the balance sheet date are computed pursuant

to the United Arab Emirates Federal Labour Law based on the employees’ accumulated period of

service and current basic remuneration at the balance sheet date.

These are accounted for on cash payment basis.

f) Provisions

Provisions are recognised when the Establishment has a present obligation as a result of a past event,

which it is probable, will result in an outflow of economic benefits that can be reasonably estimated.

g) Foreign currencies

Transactions denominated in foreign currencies are initially recorded at the rates of exchange prevailing

on the dates of the transactions.

Monetary items denominated in foreign currencies are translated at the rates prevailing on the balance

sheet date. Gains and losses arising are included in the Profit & Loss account.

Non-monetary items that are measured in a foreign currency are translated using the exchange rate at

the date when the fair value was determined.

h) Financial instruments

Financial instruments comprise financial assets and financial liabilities. Financial assets and financial

liabilities are recognised on the entity’s balance sheet when the entity has become a party to the

contractual provisions of the instrument. A financial asset is any asset that is cash, a contractual right

to receive cash or other financial asset, a contractual right to exchange financial instruments under

conditions that are potentially favourable or an equity instrument. A financial liability is any liability

52


that is a contractual obligation to deliver cash or another financial asset, or to exchange financial

instruments under conditions that are potentially unfavourable.

Trade receivables

Sales made on credit are included in trade receivables at the balance sheet date, and reduced by

appropriate allowances for estimated doubtful amounts. Bad debts are written off as they arise.

Trade payables

Trade payables are stated at their nominal value.

i) Cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand,

balances with bank and deposits with banks, within a maturity date of three months or less from the

date of deposit, free of encumbrances.

4 Cash and bank balances

June 30, 2009

AED

Bank balances:

HSBC 128,200

128,200

5 Trade receivables

June 30, 2009

AED

Trade receivables 27,340

27,340

a) Aging of trade receivables are as follows:

June 30, 2009

AED

Due for 6 months or less 7,500

Due for 6-12 months 19,840

27,340

b) Geographical Analysis:

June 30, 2009

AED

Within U.A.E. 27,340

27,340

The fair value of trade receivables is not materially different from their balances shown in the balance sheet.

c) Credit risk:

At the balance sheet date, 2 customers accounted for 100% of the total outstanding trade receivables

and as such, the Establishment has significant concentration of credit risk to that extent.

53

6 Other receivables and prepayments

June 30, 2009

AED

Deposits 3,417

Prepayments 41,043

Other receivables and advances 5,807

50,267

7 Inventories

June 30, 2009

AED

Trading material 394,541

394,541

Stocks were mainly kept in the warehouse at Warehouse No.- 11, Shed No- 18, Industrial Park, Ras Al

Khaimah Free Zone, Ras Al Khaimah, U.A.E. Management has represented that nature of the stock is such

that aging does not impact value of the inventory in a substantial manner, hence ageing of the same is not

given.

8 Related parties transactions

The Establishment enters into transactions with companies and entities that fall within the definition of a

related party as contained in IAS 24, International Financial Reporting Standards (IFRS). Related parties

comprise companies and entities under common ownership and/or common management and control;

their partners and key management personnel.

The management decides on the terms and conditions of the transactions and services received/rendered

from/to related parties as well as other charges.

At the balance sheet date, trade and nontrade balances with related parties were as follows:

Due from related parties

Average balance June 30, 2009

AED AED

Fedders Lloyd Corporation Limited-India 269,197 281,988

Lloyd Electric FZE 100 1,700

283,688

Similarly, at the balance sheet date, due to related parties were as follows:

Average balance June 30, 2009

AED AED

Fedders Lloyd Corporation Limited-India 283,809 492,176

Lloyd Infotech (India) Pvt. Ltd- India 141 2,400

494,576

54


The nature of significant related-party transactions during the Period and the amounts involved were as

follows:

June 30, 2009

AED

Purchases 905,767

The Establishment provides/receives funds to/from related parties as and when required as working capital

facilities.

9 Sundry payables & accruals

June 30, 2009

AED

Accrued Expenses 8,964

8,964

10 Accumulated loss

June 30, 2009

AED

Net loss (119,504)

Closing balance (119,504)

11 Revenue

For the period from February 11

(Inception) to June 30, 2009

AED

Income from Sale of goods Within U.A.E. 599,480

599,480

12 Cost of sales



AED

Purchases (including direct expenses) 993,378

Less: Inventories, end of the period (394,541)

598,837

13 General and administrative expenses



AED

Rent expense 54,173

Travelling expense 5,718

Legal, visa and Professional Expenses 46,500

Office expenses 2,313

Miscellaneous expense 3,359

112,063

55

14 Selling and distribution expenses



AED

Selling expense 3,880

3,880

15 Financial instruments

Financial instruments of the Establishment comprises of cash at bank, trade receivables, other assets and

other liabilities.

Credit risk

Financial assets which potentially expose the Establishment to concentration of credit risk comprise principally

bank account, trade receivables & other receivables.

The Establishment’s bank accounts are placed with high credit quality financial institutions.

Trade and other receivables are stated net of allowance for doubtful recoveries.

At the balance sheet date, 2 customers accounted for 100% of the total outstanding trade receivables and

as such, the Establishment has significant concentration of credit risk to that extent.

Currency risk

There are no significant exchange rate risks as substantially all financial assets and financial liabilities are

denominated in Arab Emirates Dirhams or US Dollars to which the conversion of Dirhams into US Dollar is

fixed.

Interest rate risk

The Establishment is not exposed to any significant interest rate risk.

Fair values

At the balance sheet date, the fair values of financial assets and liabilities at period end appropriate their

carrying amounts.

16 Contingent liability

Except for the ongoing business obligations which are under normal course of business against which no

loss is expected, there has been no other known contingent liability on Establishment’s account as of

balance sheet date.

17 Comparative amounts

Since the reported period is from February 11, 2008 (inception) to June 30, 2009, no comparative figures

could be drawn.

56


FEDDERS LLOYD CORPORATION LIMITED

Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Company

As on June 30, 2009

1 Name of Subsidiary Fedders Lloyd Trading FZE(Ras

Al khaimah, United Arab Emirates)

2 Financial year of the Subsidiary Company* 30.06.2009

3 Holding Company’s Interest as on 30th June 2009

a) Number 5 shares

b) Face Value AED 100,000/-

c) Extent of share holdings in the subsidiary company 100%

(as on 30.06.2009)

4 Net aggregate amount of the Subsidiary’s Profit/ Loss

so far as it concerns members of Holding Company and

not dealt with in the Holding Company’s Accounts:

i) For Subsidiary’s financial year ended as above AED (119,504)

ii) For Subsidiary’s previous financial years since it Nil*

became Subsidiary

5 Net aggregate amount of the Subsidiary’s Profit/ Loss

so far as it concerns members of Holding Company

and dealt with in the Holding Company’s Accounts:

i) For Subsidiary’s financial year ended as above Nil

ii) For Subsidiary’s previous financial years since it Nil

became subsidiary.

6 Additional information u/s 212(5) N.A.

* Note: The wholly owned subsidiary, namely M/s. Fedders Lloyd Trading FZE was incorporated as a free trade

zone establishment in Ras Al Khaimah, UAE on February 11, 2008. During the period ended June 30, 2008, the

subsidiary has no significant reportable transactions. The subsidiary changed its financial year from December

ending every year to June ending every year. The subsidiary commenced its business during the year ended June

30, 2009.




Brijesh C. Mathur A. A. Siddiqui Purnima Sharma S. S. Dhawan K.Lall Brij Raj PunjPartner G. M. Finance Company Secretary Whole Time Director Director Chairman & Managing DirectorM. No.: 83540

Place : New Delhi


57

AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To The Board of Directors


We have audited the attached Consolidated Balance Sheet of Fedders Lloyd Corporation Limited (“the Company”)

and its subsidiary as at 30th June, 2009, and also the Consolidated Profit & Loss Account and the Consolidated

Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the

responsibility of the Company’s management and have been prepared by the management on the basis of

separate financial statements and other financial information regarding components. Our responsibility is to

express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards

require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are

free of material mis-statements. An audit includes, examining on a test basis, evidence supporting the amounts

and disclosures in the financial statement. An audit also includes assessing the accounting principles used and

significant estimates made by management, as well as evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

We did not audit the financial statements of Fedders Lloyd Trading FZE (100% subsidiary of Fedders Lloyd

Corporation Limited). These financial statements and other financial information have been audited by other

auditors whose reports have been furnished to us, and our opinion is based solely on the report of other auditor.

We report that the consolidated financial statements have been prepared by the Company in accordance with

the requirements of Accounting Standard (AS) 21 on Consolidated Financial Statements, issued by the Institute

of Chartered Accountants of India and on the basis of the separate audited financial statements of the Company

and its subsidiary included in the consolidated financial statements.

On the basis of the information and explanations given to us and on the consideration of the separate audit

reports on subsidiary, we are of the opinion that the said consolidated financial statements give a true and fair

view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the Consolidated state of affairs of the Company and its

subsidiary as at 30th June, 2009;

(b) in the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of the

Company and its subsidiary for the year then ended and

(c) in the case of the Consolidated Cash Flow Statement, of the consolidated cash flows of the Company and

its subsidiary for the year then ended.





M.No. : 83540

58


CONSOLIDATED BALANCE SHEET AS AT 30TH JUNE, 2009(Amount in Rs.)

Particulars Schedule As at30.06.2009

SOURCES OF FUNDS:SHAREHOLDERS FUNDS:

Share Capital A 307,697,000

Reserves & Surplus B 1,242,294,497 1,549,991,497

LOAN FUNDS:

Secured Loans C 1,164,275,830

DEFERRED TAX LIABILITY 14,912,042

TOTAL 2,729,179,369

APPLICATIONS OF FUNDS:FIXED ASSETS: D

Gross Block 1,280,831,430

Less: Depreciation 390,496,389 890,335,041

Capital Work in Progress 16,116,985

Project Under Development 78,245,305 94,362,290

INVESTMENTS (At Cost) E 3,204,000

CURRENT ASSETS, LOAN & ADVANCES: F

Inventories 961,022,859

Sundry Debtors 732,336,025

Cash and Bank Balances 65,550,071

Loan and Advances 463,013,063

2,221,922,019

Less : CURRENT LIABILITIES & PROVISIONS: G

Current Liabilities 335,841,392

Provisions 155,304,689

491,146,081

NET CURRENT ASSETS 1,730,775,938

MISCELLANEOUS EXPENDITURE H

(To the extent not written off or adjusted) 10,502,100

TOTAL 2,729,179,369

NOTES TO ACCOUNTS P -


of accounts & are duly authenticated






M. No.: 83540

Place : New Delhi


59

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 30TH JUNE, 2009

(Amount in Rs.)

Particulars Schedule Year ended30.06.2009

INCOME:Sales 4,687,871,571

Less:Excise Duty 84,582,553 4,603,289,018

Other Income I 6,401,951

TOTAL 4,609,690,969

EXPENDITURE:Cost of Goods Consumed J 4,046,653,498

Increase/decrease in Finished Stock K 39,702,064 4,086,355,562

Manufacturing Expenses L 32,286,389

Administrative Expenses M 144,760,895

Selling Expenses N 37,843,066

Finance Charges O 119,077,436

Misc. Expenditure Written off 3,500,700

Depreciation 44,035,533

Less: Re-valuation reserve written back 2,097,965 41,937,568

TOTAL 4,465,761,616

Profit before Taxation 143,929,353

Less: Provision for Taxation

Current Taxation 17,960,000

Deferred Tax Assets for the year 8,413,000

Fringe Benefit Tax 810,000

Profit for the year after Tax 116,746,353

Balance brought forward from previous year 8,951,684

Amount Available for Appropriation 125,698,037

APPROPRIATIONS:

Proposed Dividend 30,769,700

Tax on Proposed Dividend 5,229,310

Transfer to General Reserve 80,000,000

Balance carried to Balance Sheet 9,699,027

Basic & Diluted Earnings Per Share 3.79

Notes forming part of the Accounts P


of accounts & are duly authenticated.






M. No.: 83540

Place : New Delhi


60


CONSOLIDATED SCHEDULES TO THE BALANCE SHEET AS AT 30TH JUNE, 2009

(Amount in Rs.)

Particulars As at30.06.2009

SCHEDULE - A

SHARE CAPITAL:

Authorised Capital:

5,00,00,000 Equity Shares of Rs.10/- each 500,000,000

Issued, Subscribed & Paid up Capital:

3,07,69,700 equity shares of Rs. 10/- each fully paid up 307,697,000

TOTAL 307,697,000

SCHEDULE - B

RESERVES AND SURPLUS:

1) Capital Reserve:

Revaluation Reserve (Not available for Dividend)

Office Premises 12,740,045

Factory Land & Building 103,785,709

116,525,754

Less: Amount Utilised to set-off Dep. 2,097,965 114,427,789

2) Securities Premium Account 256,398,500

3) General Reserve:

Opening balance 785,530,957

Add: Transfer from Profit & Loss a/c 80,000,000 865,530,957

4) Exchange Difference on Consolidation (3,761,776)

5) Profit & Loss Account

As per Profit & Loss Appropriation A/c 9,699,027

TOTAL 1,242,294,497

SCHEDULE - C

SECURED LOANS:

From Schedule Banks:

Term Loans 418,743,210

Working Capital Loans 745,532,620

TOTAL 1,164,275,830

Note: Working Capital Loans are secured by way of hypothecation of whole of current assets and second charge

on Fixed Assets of the Company. Term Loans are secured by way of first pari pasu charge on all exiting and future

Fixed Assets of the Company.

61

CO

NSO

LID

ATED

SC

HED

ULES T

O T

HE B

ALA

NC

E S

HEET A

S A

T 3

0TH

JU

NE, 2009

SC

HED

ULE-

D

FIX

ED

ASSETS:

(Am

ount in

Rs.

)

Gro

ss B

lock

Dep

reci

atio

nN

et B

lock

Par

ticu

lars

As A

tAd

ditio

nsTr

ansfe

r/As

At

Up To

For

the

year

Adju

stm

ent

Tota

lAs

At

01.0

7.20

08Ad

just

men

t30

.06.2

009

30.0

6.20

0830

.06.2

009

Land

107,

582,

977

263,

702,

149

-37

1,28

5,12

6-

--

-37

1,28

5,12

6

Fact

ory B

uilid

ing

149,

354,

138

1,57

4,30

4 -

150

,928

,442

6

9,93

9,20

97,

984,

412

-

77,

923,

621

73,0

04,8

21

Offic

e Pre

mise

s

24

,255

,304

-

-24

,255

,304

14,2

53,5

3251

8,4

26

-14

,771

,958

9,4

83,3

46

Tem

pora

ry Sh

ed -

28,2

56,2

65-

28,2

56,2

65

-1,

881,

171

- 1

,881

,171

26,3

75,0

94

Furn

iture

& Fi

xtur

es5,

159,

233

2

,216

,743

-7,

375,

976

3

,243

,927

522,

344

-

3

,766

,271

3,609,7

05

Plan

t & M

achi

nery

24

8,44

7,30

6 2

21,9

69,3

26 -

470,4

16,6

3213

3,89

3,04

016

,924

,043

-15

0,81

7,08

331

9,5

99,5

49

Dies

171,

689,

589

93,3

56-

171,

782,

945

94,3

53,5

6810

,743,

285

-

105

,096

,853

66,6

86,0

92

Gene

rato

r

2

,983

,559

1,1

41,7

90

-

4,12

5,34

9

2,

016,

715

20

7,77

0

-

2

,224

,485

1,900,8

64

Com

pute

r

1

5,92

1,95

9

2,5

24,7

53

-18

,446,7

12

11,9

63,0

64 2

,10

2,27

7

-

14

,065

,341

4,3

81,

371

Offic

e Eq

uipm

ents

4,3

12,4

40

8

88,0

07

-

5,20

0,4

47

2,47

1,57

231

5,421

-

2,

786,

993

2,413

,454

Elec

tric

Equ

ipm

ents

4,

786,

458

774

,994

-5,

561,

452

1

,936

,124

477,

448

-

2

,413

,572

3,14

7,880

Air-

cond

ition

ers

3

,147

,148

162

,061

-

3,30

9,2

09

2

,310

,506

124,

358

-

2,4

34,8

6487

4,34

5

Refri

gera

tors

2

58,4

23

-

-

258,4

23

2

48,2

881,

410

-

2

49,6

988,7

25

Fan

580,

465

45

,208

-

625

,673

471

,588

16,8

58

-

488

,446

137,

227

Moto

r Car

13

,057

,906

2,6

67,9

71-

15,7

25,8

77

6,7

45,5

682,

127,

40

2

-

8,87

2,97

06,8

52,9

07

Scoo

ter &

Mot

or Cy

cle

4

7,99

2

-

-

47,

992

3

1,97

54,

147

-

36,

122

11,8

70

Fork

Lifte

r

55

9,30

5

-

-

559,3

05

531

,100

3,92

4

-53

5,02

424

,281

Tools

2,4

30,1

49

87,

729

-2,

517,

878

1,

912,

572

78,0

54

-

1

,990

,626

527,

252

Flat

152,

423

-

-15

2,42

3

13

8,50

82,

783

-

141,

291

11,1

32

TOTA

L

7

54,7

26,7

74

526,1

04,6

56

- 1

,280,8

31,4

30 3

46,4

60,8

56 4

4,0

35,5

33

-

3

90,4

96,3

89

890,3

35,0

41

Tota

l Dep

recia

tion

durin

g the

year

44,0

35,5

33

Less

: Rev

alua

tion

Rese

rve W

/bac

k to

the e

xten

t of d

ep. o

n ad

ditio

n on

a/c

of R

eval

uatio

n 2

,097

,965

Depr

ecia

tion

char

ged

to P

rofit

& Lo

ss A

ccou

nt41

,937

,568

62



(Amount in Rs.)


SCHEDULE - E

INVESTMENTS:

Long Term Investments: Non tradable

Quoted Shares

Lloyd Electric & Engineering Ltd. 1,500

(100 Equity Shares of Rs. 10/- each at a premium

of Rs. 5/- per Share)

(Market Value as on 30.06.2009: Rs. 37.05 Per Share)

State Bank of Bikaner & Jaipur:

(375 Equity Shares of Rs. 100 each fully paid up

at a premium of Rs. 440/- per Share)

(Market Value as on 30.06.2009: Rs. 384.45 Per Share) 202,500

Sub-Total (A) 204,000

Unquoted Shares:

(Market Value not known)

M/s Lloyd Credits Ltd. 3,000,000

(3,00,000 Equity Shares of Rs. 10/- each)

Sub-Total (B) 3,000,000

TOTAL (A+B) 3,204,000

63


(Amount in Rs.)


SCHEDULE - F

CURRENT ASSETS, LOAN & ADVANCES:

INVENTORIES:

(As certified by the Management)

Stock in hand:at cost net of modvate

Raw-materials 389,184,396

Finished Goods 264,670,342

Work in Progress 178,252,147

Semi Finished Goods 96,823,960

928,930,845

Stock at Warehouse 32,092,014

TOTAL (A) 961,022,859

SUNDRY DEBTORS:

(Unsecured considered good by the Management)

More than six months 121,820,898

Others 610,515,127

TOTAL (B) 732,336,025

CASH AND BANK BALANCES:

Cash balance in hand 6,333,090

Balances with scheduled banks:

in current accounts 26,110,126

in Margin Money 19,800,311

in Fixed Deposit 13,306,544

TOTAL (C) 65,550,071

LOAN & ADVANCES :

(Unsecured- considered good)

Earnest Money & Security Deposits 38,514,723

Staff and other advances 3,568,094

Advances for goods and expenses to be recovered

in cash or in kind or for value to be received 388,943,006

SAD 4% Refundable 5,316,317

Balance in Excise PLA & PCA A/c 7,016,331

Advance Income Tax & T.D.S. 19,654,593

TOTAL (D) 463,013,063

Grand Total (A+B+C+D) 2,221,922,019

64



(Amount in Rs.)


SCHEDULE - G

CURRENT LIABILITIES & PROVISIONS:

CURRENT LIABILITIES:

Sundry creditors for goods and expenses 316,137,936

Unclaimed Dividend 1,896,280

Other Liabilities 14,647,930

Interest accured but not due 3,159,246

TOTAL 335,841,392

PROVISIONS:

for Income Tax 99,985,323

for Fringe Benefit Tax 1,580,000

for proposed dividend 30,769,700

for tax on proposed dividend 5,229,310

for gratuity & leave encashment 17,740,356

TOTAL 155,304,689

SCHEDULE - H

MISCELLANEOUS EXPENDITURE:

(to the extent not written off or adjusted)

Deferred Revenue Expenditure 14,002,800

Less:1/5th written off during the year 3,500,700 10,502,100

TOTAL 10,502,100

65

CONSOLIDATED SCHEDULES TO THE PROFIT & LOSS ACCOUNT FOR THE YEAR

ENDED ON 30TH JUNE, 2009

(Amount in Rs.)


SCHEDULE - I

OTHER INCOME:

Other Income 2,400,763

Interest Received 4,001,088

Dividend Gross 100

TOTAL 6,401,951

SCHEDULE - J

COST OF GOODS CONSUMED:

Opening Stocks:

Raw materials, Stores & Spares 333,706,084

Work in progress 119,510,988

453,217,072

Add:Purchases and Expenses 4,166,100,598 4,619,317,670

Less: Closing stocks

(Valued at cost or net realiseable whichever

is less as certified by the directors)

Raw materials, Stores & Spares 394,412,025

Work in progress 178,252,147 572,664,172

TOTAL (A) 4,046,653,498

SCHEDULE - K

Increase/Decrease in Finished Stock

Opening stock:

Air-conditioners 250,340,071

Refrigerators 300,752

Semifinished 87,094,040

Appliances 58,233,874 395,968,737

Less : Closing stock

Air-conditioners 245,405,538

Refrigerators 300,752

Semifinished 96,823,960

Appliances 13,736,423 356,266,673

TOTAL (B) 39,702,064

Grand Total (A + B) 4,086,355,562

66




(Amount in Rs.)


SCHEDULE - L

MANUFACTURING EXPENSES:

Labour, Wages & Perquisities 14,748,092

Repair to Plant & Machinery 19,353

Provident Fund Contribution 7,948,702

Employee State Insurance 1,078,862

Staff Amenities 750,703

Bonus 102,927

Factory Licence Fee 13,500

Power & Fuel & Other Mfg. Exp. 7,624,250

TOTAL 32,286,389

SCHEDULE- M

ADMINISTRATIVE EXPENSES:

Staff Salaries 87,362,513

Bonus 1,586,758

Remuneration to Directors 7,719,500

Rent 8,141,687

Travelling 5,020,223

Printing and stationery 1,823,566

Legal and Consultancy Fee 11,640,434

Audit Fee 550,000

Tax Audit Fee 50,000

Service Tax 61,800 661,800

Postage, Telegrams & Telephone 3,637,084

Director Sitting Fee 90,000

Gratuity 5,977,381

Leave Encashment 674,322

General Charges 786,086

Motor Car Expenses 1,342,609

Subscription 354,754

Conveyance 4,501,717

Newspapers & Periodicals 108,132

Licence fee 98,728

Computer Expenses 730,876

Research & Development 2,502,724

TOTAL 144,760,895

67



(Amount in Rs.)


SCHEDULE - N

SELLING EXPENSES:

Advertisement 28,993,198

Sales Promotion 5,154,471

Work Contract Tax Paid 3,695,397

TOTAL 37,843,066

SCHEDULE - O

FINANCE CHARGES:

Bank Charges 6,472,684

Interest 112,604,752

TOTAL 119,077,436

68


SCHEDULE-‘P’

CONSOLIDATED NOTES FORMING PART OF THE ACCOUNT FOR THE YEAR ENDED 30th JUNE 2009

I. SIGNIFICANT ACCOUNTING POLICIES:

1. BASIS OF PREPARTION OF FINANCIAL STATEMENTS:

i) The financial statements have been prepared under the historical cost convention in accordance with

generally accepted accounting principles, accounting standards and the provisions of the Companies

Act, 1956 as adopted consistently by the Company.

ii) Accounting policies not specifically referred to otherwise are consistent and in consonance with generally

accepted accounting principles followed by the Company.

2. PRINCIPLES OF CONSOLIDATION:

The Consolidated financial statements relate to Fedders Lloyd Corporation Limited (‘the Company’) and its

subsidiary company. The consolidated financial statements have been prepared on the following basis:

The financial statements of the company and its subsidiary company have been combined on a line by line

basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully

eliminating intra group balances and intra-group transactions in accordance with Accounting Standard

(AS) 21 on “Consolidated Financial Statements”.

The Consolidated financial statements have been prepared using uniform accounting policies for like

transactions and other events in similar circumstances and are presented in the same manner as the Company’s

separate financial statements.

In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the

average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at the end

of the year. Any exchange difference arising on consolidation is recognized in exchange fluctuation reserve.

The financial statements of the subsidiaries used in the consolidation are drawn upto the same reporting

date as that of the parent company i.e. year ended 30th June 2009.

All material inter-company balances and transactions are eliminated on consolidation.

3. Investment other than in subsidiaries have been accounted as per Accounting Standard (AS) Accounting for

Investment.

4. The Subsidiary Company considered in the preparation of these consolidated financial statements is:

Name of Subsidiary Country of incorporation Proportionof ownership

Interest as at 30.06.2009

Fedders Lloyd Trading FZE United Arab Emirates, 100%

License No.: 7000188 (Ras Al Khaimah)

5. Fedders Lloyd Trading FZE (“The Establishment”) was incorporated on February 11, 2008 as a Free Trade

Zone Establishment with Limited Liability and registered with RAK Trade Free Zone Authority, Ras Al Khaimah-

United Arab Emirates for undertaking general trading activities. The Company acquired 100% ownership

interest in the free trade zone establishment on February 11, 2008 by investing AED 500,000 in the equity

share capital of the establishment.

69

6. The consolidated financial results includes the results of the subsidiary company, Fedders Lloyd Trading FZE

for the period since inception i.e. 11th February 2008 till June 30, 2009 and hence results not comparable.

7. REVENUE RECOGNITION:

a) All income and expenditure are recognized on accrual basis.

b) The sales is recognized on the dispatch of goods inclusive of excise duty wherever applicable and are

net of trade discount.

c) Sales tax is not passed through Profit & Loss Account and is therefore not included in sales.

d) Excise Duty & Custom duty are passed through Profit & Loss A/c.

e) Modvat availed on purchases of raw material and other inputs are reduced from its purchase and

accordingly purchases of raw material are stated at net of cost.

8. FIXED ASSETS:

a) Fixed Assets are stated at their original cost including freight and other incidental expenses related to

acquisition and installation, less accumulated depreciation.

b) In case of land and building market value has been substituted for cost based on the valuation report

adopted in the meeting of Board of Director on 24-04-99.

c) Revaluation reserve has been utilized to the extent of amount needed to set-off depreciation on


9. DEPRECIATION:

a) Depreciation on fixed assets (other than land) is charged on written down value method at the rates

and in the manner prescribed in schedule XIV of the Companies Act, 1956.

b) Revaluation reserve has been utilized to the extent of amount needed to set-off depreciation on


Depreciation on addition to assets or on sale of assets is calculated on pro-rata basis.

10. ACCOUNTING FOR FOREIGN CURRENCY TRANSACTIONS:

a) Foreign currency transactions other than Fixed Assets are recorded at exchange rate prevailing at the

time of transaction and realized gains and losses on this account are recognized in Profit & Loss Account.

b) There is no foreign currency liability against acquisition of fixed assets at the year end.

11. INVESTMENTS:

Long term investments are stated at cost. Provision for diminution in the value of long-term investment is

made only if such decline is other than temporary in the opinion of the management.

12. INVENTORIES:

a) Raw materials, stores and spares and stock-in-transit are valued at cost net of MODVAT as per the First

in First out (FIFO) method after providing for cost of obsolescence value.

b) Work in progress is valued at cost including related overheads.

c) Finished goods are valued at lower of cost or net realizable value.

d) Stock in transit lying in warehouse is valued at cost and does not include custom duty payable. However,

non-provision of duty does not affect profit for the year.

70


13. EMPLOYEES RETIREMENT BENEFITS:

a) The Company’s contribution to the provident fund is charged to profit and loss account.

b) The Company’s liability in respect of payment of gratuity and leave encashment is provided on accrual

basis. During the year Company has made the provision of gratuity and leave encashment of Rs. 39.49

Lacs upto 30th June 2009.

14. RESEARCH AND DEVELOPMENTS:

Revenue expenditure is charged to profit & loss account of the year in which they are incurred.

15. EXCISE DUTY:

Excise duty is accounted for as and when the same is paid on the dispatch of goods from factory premises.

No provision has been made for excise duty in respect of finished products lying in the factory premises.

16. MANAGEMENT ESTIMATION:

The financial statements are prepared in conformity with generally accepted accounting principles and

applicable accounting standards, which may require management to make estimates and assumptions.

These may affect the reported amount of assets and liabilities and disclosures of contingent liabilities on the

date of financial statements and the reported amount of the revenue and expenses during the reporting

period. Actual report later could differ from these estimates.

17. IMPAIRMENT OF ASSETS:

In the opinion of the Company's management, there is no impairment to the assets to which Accounting

Standard-28 “Impairment of Assets” applied requiring any revenue recognition.

18. TAXATION:

Current Tax:

The tax expenses for the year, comprising current tax and fringe benefit tax is included in determining the

net profit for the year.

A Provision is made for the current tax and fringe benefit tax based on tax liability computed in accordance

with relevant tax rates and tax laws.

Deferred Tax:

The Deferred Tax Liability / Asset is Provided for timing difference between book profit and taxable profits

is accounted for using the tax rates and laws that have been enacted or substantially enacted as on the

balance sheet date.

19. BORROWING COST:

Borrowing cost that are directly attributable to the acquisition, construction or production of qualifying

assets are capitalized as a part of the cost of that asset. Other borrowing costs are recognized as an expense

in the period in which they are incurred.

20. EARNING PER SHARE:

The earnings considered in ascertaining the Company’s Earnings per Share (EPS) comprise the net profits

after tax. The number of shares used in computing basic EPS is the weighted average number of shares

outstanding during the year.

71

The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential

dilutive equity shares.

21. CASH FLOW STATEMENT:

The Cash Flow statement is prepared by the indirect method set out in Accounting Standard –3 issued by

the Institute of Chartered Accountants of India as required by the SEBI on Cash Flow Statement and presents

cash flows by operating, investing and financing activities of the Company. Cash and cash equivalents

presented in the cash flow statement consists of cash in hand and demand deposits with banks as on the

Balance Sheet date.

22. SUNDRY DEBTORS/LOANS & ADVANCES:

Sundry Debtors, Creditors and other advances are subject to confirmation. The effect of the same, if any

which is not likely to be material, will be adjusted at the time of conformation.

23. PROVISIONS /CONTINGENCIES

A provision is recognized when there is a present obligation as a result of past event and it is probable that

an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can

be made. Provisions are determined based on best estimate of the amount required to settle the obligation

at the Balance Sheet date.

Contingent liabilities are not recognized and are disclosed in the Notes on Accounts.

24. DERIVATIVE INSTRUMENTS:

The Company has not entered into the derivative instruments. Forward Contract other than those entered

into, to hedge foreign currency risk on unexecuted firm commitments or of highly probable forecast

transactions are treated as foreign currency transactions and accounted accordingly. Exchange difference

arising on such contracts are recognized in the period in which they arise and premium paid/received is

accounted as expenses/income over the period of the contract.

II NOTES TO ACCOUNTS

1. The amount of Rs. 19,66,335 and Rs. 10,34,621 (Total Rs. 30,00,956) have been booked as export sales by

the parent company - Fedders Lloyd Corporation Ltd. to its subsidiary - Fedders Lloyd Trading FZE on 18.06.2008

and 20.06.2008, respectively, which has been altogether accounted for by the subsidiary company on

03.08.2008. On consolidation basis, it does not have any impact on financial statements.

2. Contingent Liabilties

Sl. No. Particulars Amount (Rs.)

1 Bank Gurantees 557,714,043

2 Corporate Gurantees 81,102,610

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.

72


4. Related Party Disclosures: (In which some directors are interested)

Related Companies Nature of Relationship

(Associate Co. /Subsidiary Co./Directors Interested)

Airserco Pvt. Ltd. Directors Interested

Lloyd Electric & Engineering Ltd. Directors Interested

Perfect Radiators & Oil Coolers Pvt. Ltd. Directors Interested

PSL Engineering Pvt. Ltd. Directors Interested

Fedders Lloyd Trading FZE Dubai Subsidiary Company

Key Management Personnel:

Mr. Brij Raj Punj Managing Director


Transaction with Related Companies

Transaction Amount in (Rs.)

Purchase of goods 51,900,217

Sales of goods 696,317

5. Deferred Revenue Expenditure:

In December 2000, the Company was compelled to close its manufacturing unit situated at 2 Industrial Area,

Kalkaji, New Delhi under the order of Hon’ble Supreme Court of India for closure of polluting factories in

the state of Delhi under Group F. As a consequential effect of aforesaid closure, the manufacturing facilities

related to production of Air-conditioners Packages Unit were kept idle which resulted into non-productive

costs of Rs. 17,503,500/- had provided as deferred revenue expenditure.

During the year the Company has written off Rs.3,500,700/- having 1/5 of the Deferred Revenue Expenditure.

6. Investment in Subsidiary Company:

The Company has invested Rs. 5,445,250/- (i.e. 5 shares @ 1,00,000/- AED each) in M/s Fedders Lloyd Trading

FZE, UAE which is subsidiary company of M/s Fedders Lloyd Corporation Limited.

7. Project Under Development:

The Company has a land at Vrindaban. The cost of project at Balance Sheet date is as under:

Amount in (Rs.)

Cost of Land 52,039,200

Technical Consultancy Charges 314,105

Interest 23,500,000

Other cost 2,392,000

TOTAL 78,245,305

8. Dividend :

During the year, the Company has proposed dividend of Rs. 30,769,700/- to shareholders.

73

9. The break up of deferred tax assets and liabilities into major components at the year ended as below:

Amount in (Rs.)

Deferred Tax Liability:

Depreciation Difference 15,862,700

Deferred Tax Assets

Gratuity & Other Provisions 7,449,700

Net Deferred Liability 8,413,000

10. Basic & Diluted Earnings Per Share:

Earnings per share has been computed as under:

Amount in (Rs.)

Profit after Taxation 116,746,353

Number of Ordinary Shares 30,769,700

Basic and Diluted Earnings per share (Face Value Rs.10/-per share) 3.79

11. Segment Reporting:

As per Accounting Standard 17 on segment reporting of ICAI, the Company has two reportable segments viz.,

HVACR and Steel Structural during the year under review. Accordingly, the reporting is done segment wise.

Segment revenue, results and capital employed include the respective amount identifiable to each of the

segments. Other unallocable expenditure includes expenses incurred on common services provided to the

segments, which are not directly identifiable.

Sr. No. Particulars Amount (Rs. In lacs)

30.06.2009

1 Segment Revenue (Net Sale/Income from each Segment

a) HVACR 36,158.88


Total 46,096.90

Less: Inter Segment Revenue 0.00

Net Sales/Income form Operations 46,096.90

2 Segment Results(Profit (+)/Loss(-) Before Tax and Interest from each Segment)

a) HVACR 2,413.36

b) Steel Structurals 637.98

Total 3,051.34

Less:

i) Interest 1,126.05

ii) Other Un-allocable expenditure net off 486.00

iii) Un-allocable Income 0.00

Total Profit Before Tax 1,439.29

3 Capital Employed (Segment Assets – Segment Liabilities)

a) HVACR 16,664.00


c) Unallocated 813.00

Total 19,586.00

74


12. Directors Remuneration paid during the year:

Remuneration & Perks 7,719,500

Provident Fund 513,000

13. Previous years figures have been re-grouped/re-arranged as and wherever found necessary.

14. The balance of Intra –Group companies & Sister Units are subject to confirmation.

15. In the opinion of the Board, the current assets are approximately of the value stated, if realized in the

ordinary course of business. The provision of all known liabilities is adequate and not in excess of the

amount reasonably necessary.

Refer to our Report of even date For and on behalf of the Board of Directors





M. No.: 83540

Place : New Delhi


75

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 30TH JUNE 2009

(Rs. in Lacs)

Particulars Year ended30.06.2009

A. Cash Flow from Operating Activities:

Net Profit before tax 1,439.29

Adjustments for :

Add: Depreciation 419.38

Preliminary Expenses written off 35.01

Interest Paid 1,126.05 1,580.44

Less: Interest Income (40.01)

Dividend Income (0.00) (40.01)

Operating profit before working capital changes 2,979.72

Trade & other receivables (199.44)

Inventories (46.87)

Loans & Advances (1,377.33)

Trade & other payable (138.93) (1,762.57)

Cash generated from operations 1,217.15

Exchange Fluctuation (37.62)

Direct tax paid (148.51)

Net Cash Flow from Operating Activities 1,031.02

B Cash Flow from Investing Activities:

Purhase of fixed assets (4,247.79)

Purchase of Business 54.46

Interest Received 40.01

Profit on sale of Fixed Assets -

Dividend received 0.00 (4,153.32)

Net Cash Flow from Investing Activities (4,153.32)

C Cash Flow from Financial Activities:

Proceeds from Long Term Borrowing 4,153.72

Dividend Paid -

Dividend Tax -

Interest paid (1,126.05) 3,027.67

Net Cash Flow from Financing Activities 3,027.67

Net increase/decrease in Cash and Cash Equivalents (A+B+C) (94.63)

Opening Balance of Cash and Cash Equivalents 750.13

Closing Balance of Cash and Cash Equivalents 655.50

Net increase/ decrease in Cash and Cash Equivalents (94.63)

Refer to our Report of even date For and on behalf of the Board of DirectorsFor Suresh C. Mathur & Co.Chartered AccountantsBrijesh C. Mathur A. A. Siddiqui Purnima Sharma S. S. Dhawan K.Lall Brij Raj PunjPartner G. M. Finance Company Secretary Whole Time Director Director Chairman & Managing DirectorM. No.: 83540


AUDITORS' REPORT

We have examined the above consolidated Cash Flow Statement of Fedders Lloyd Corporation Limited for the year ended 30th June, 2009. The statement has been

prepared by the Company in accordance with the requirements-of Clause 32 of the Listing Agreement entered into with Stock Exchanges and is based on and is in

agreement with the corresponding consolidated Profit & Loss Account and consolidated Balance Sheet of the Company.For Suresh C. Mathur & Co.

Chartered Accountants,Brijesh C. Mathur

Place : New Delhi Partner,Dated : November 20, 2009 M. No.: 83540

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILEI. Registration Details

Registration No. State Code

Balance Sheet Date

II. Capital Raised during the year(Amounts in Rs.Thousands)

Public Issue Rights Issue

Bonus Issue Private Placement

III. Position of Mobilisation and Deployment of funds (Amount in Rs.Thousands)

TOTAL LIABILITIES TOTAL ASSETS

SOURCES OF FUNDSPaid-up Capital Share Warrant

Reserves & Surplus Secured Loans

Unsecured Loans Deferred Tax

APPLICATION OF FUNDSNet Fixed Assets (Incl.work in progress) Investments

Net Current Assets Misc. Expenditure

Accumulated Losses / Profit

IV. Performance of the Company(Amounts in Rs.Thousands) Turnover & Other Income Total Expenditure

Profit/Loss before Tax Profit/Loss after Tax

Earning per Share (in Rs.) Interim Dividend @ %

Final Dividend @ %

V. Generic Names of Three Principal Products / Services of the Company(As per Monetary Terms)

Item Code No. 8 4 . 1 5 Product Description AIRCONDITIONERS

8 4 . 1 8 REFRIGERATORS

STEEL STRUCTURALS

N I L N I L

2 0

3 0 0 6

N I L

3 0 7 6 9 7

3 . 6 8 N I L

2 7 2 9 3 5 2

2 1 1 1 8

N I L

2 7 2 9 3 5 2

2 0 0 9

N I L

1 2 4 2 4 6 7 1 1 6 4 2 7 6

9 8 4 6 9 8 8 6 5 0

1 7 2 5 5 0 2 1 0 5 0 2

N I L

4 6 0 8 5 7 6 4 4 6 8 2 3 6

1 4 0 3 4 0 1 1 3 1 5 7

N I L 1 4 9 1 2

1 0

As per our Report Attached For and on behalf of the Board of DirectorsFor Suresh C. Mathur & Co.Chartered AccountantsBrijesh C. Mathur A. A. Siddiqui Purnima Sharma S. S. Dhawan K.Lall Brij Raj PunjPartner G. M. Finance Company Secretary Whole Time Director Director Chairman & Managing DirectorM. No.: 83540


76


2005 2006 2007 2008 2009

Financial Indicators

PAT (Rs. In Lacs)

1131.57

800.06

1216.45

1926.481824.71

0

500

1000

1500

2000

2005 2006 2007 2008 2009

EPS (Rs.)

159, Okhla Industrial Estate, Phase-III, New Delhi-110 020 (INDIA)

Ph. : 91-11-40627200 / 300 Fax : 91-11-41609909

E-mail : [email protected]

Website : www.fedderslloyd.com

FEDDERS LLOYD CORPORATION LTD.

Printe

d b

y :

Mo

dern

; nik

esh

bhatia

@re

diff

mail.

com

fedders lloyd corporation ltd. · the hvac&r business of your company provides extensive range...

Documents