We have audited the attached Balance Sheet of FEDDERS LLOYD CORPORATION
 LIMITED as at 30th June 2012 and the related Statement of Profit and
 Loss Account and the Cash Flow Statement for the year ended on that
 date annexed thereto, which we have signed under reference to this
 report. 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 misstatement. 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 as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub- section (4A) of Section 227 of the Companies Act, 1956of
 India (the ''Act'') and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matter specified in paragraphs 4 and 5 of the 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, 2012, and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 30th June,
 2012 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 financial statements together with
 the notes thereon and attached thereto give, in the prescribed manner,
 the information required by the Act, 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, 2012;
 
 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.
 
 
 ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITOR''S REPORT OF EVEN
 DATE ON THE ACCOUNTS FOR THE YEAR ENDED 30TH JUNE, 2012 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 has 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 information 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.  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, Sales-tax,
 Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and other
 statutory dues with the appropriate authorities during the year.
 
 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 Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 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 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
 
                                    (Firm Registration No. 000891N)
 
 Place: New Delhi                               (BRIJESH C. MATHUR)
 
 Dated: 28.11.2012                                         Partner
 
                                             Membership No. 083540