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Fedders Lloyd
BSE: 500139|NSE: FEDDERLOYD|ISIN: INE249C01011|SECTOR: Consumer Goods - White Goods
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Directors Report Year End : Jun '13    Jun 12
Dear Shareowners,
 
 The Directors have pleasure to present the 57th Annual Report along
 with the Audited Annual Accounts for the financial year ended June 30,
 2013.
 
 FINANCIAL RESULTS
 
                                              (Rupees in Millon)
 
 Particulars                       Current year   Previous year
                                   2012-13        2011-12
 
 Total Revenue                        10214.58        9061.79
 
 EBITDA                                1335.54        1088.30
 
 Profit Before Taxes                    618.72         557.00
 
 Tax Expenses:
 
 Current tax                            125.00         112.76
 
 Deferred tax                            (2.78)         (2.40)
 
 Profit after Tax                       496.51         446.65
 
 Balance brought forward from 
 previous year                          153.28          92.39
 
 Total available for appropriations     649.79         539.04
 
 Less: Appropriations:
 
 Proposed Dividend                       30.77          30.77
 
 Provision for tax on dividend            4.99           4.99
 
 Transfer to General Reserve            350.00         350.00
 
 Balance Carried forward                264.03         153.28
 
 Equity Share Capital                   307.70         307.70
 
 Earnings Per Share (Rs.)                16.14          14.52
 
 OPERATING RESULTS AND BUSINESS PERFORMANCE
 
 During the year ended June 30, 2013, your Company has recorded
 commendable growth in terms of sales and profitability. The total
 revenue increased from Rs. 9061.79 Million during the previous year to
 Rs. 10214.58 Million during the year under review, registering a growth
 of 12.72%. The EBITDA was recorded at Rs. 1335.54 Million as against
 Rs. 1088.30 Million during the previous year, registering a growth of
 22.72%.  The Company has set benchmarks in terms of operational and
 financial performance. During the year 2012-13, the Company has crossed
 the benchmark of Rs. 10,000 Million of sales revenue. Your Company''s
 commitment to innovation, consistency and integrity has strengthened
 your Company''s position in all of its business spheres.
 
 SEGMENTAL REVIEW
 
 Your Company has three business segments viz., Environment Control
 Systems, Steel Structure & Engineering and Power Projects. During the
 year under review, the total revenue generated from Environment Control
 Systems was Rs. 398.66 Million, while during the previous year, the
 revenue from Environment Control Systems was Rs. 1286.71 Million.
 During the year 2011-12, the Consumer Durable business was shifted to
 Lloyd Electric & Engineering Limited. Therefore, the years ended June
 30, 2012 and June 30, 2013 are not comparable. Under this segment, the
 Company focuses on executing turnkey projects for customized
 applications.
 
 During the year, the total revenue generated from Steel Structure &
 Engineering business was Rs. 5425.73 Million as compared to Rs. 4255.81
 Million during the previous year registering a growth of 27.49%. The
 profit before tax generated was Rs. 466.45 Million as compared to Rs.
 308.97 Million during the previous year, registering a growth of
 50.97%.
 
 The total Revenue generated from Power Projects was Rs. 4390.20 Million
 as compared to Rs. 3380.55 Million during the previous year registering
 a growth of 29.87%. The profit before tax generated was Rs. 522.08
 Million as compared to Rs. 295.92 Million during the previous year,
 registering a growth of 76.43%.
 
 A detailed discussion on the segmental review and performance and
 future outlook is provided in Management Discussion and Analysis
 Report.
 
 DIVIDEND
 
 Based on the Company''s Performance and dividend policy of the Company,
 the Board of Directors has recommended a dividend of Re 1/- per equity
 share of Rs. 10/- each (10% on the paid-up equity share capital of the
 Company) for the year ended June 30, 2013. The dividend, if approved at
 the ensuing Annual general Meeting, shall ingest a sum of Rs. 30.77
 Million (exclusive of dividend distribution tax of Rs. 4.99 Million).
 Previous year, the Company had declared the same rate of dividend i.e.,
 Re. 1 per equity share (10% on the paid-up equity share capital of the
 Company).
 
 SUBSIDIARY
 
 The Company has a subsidiary namely, Fedders Lloyd Trading FZE in Ras
 Al Khaimah Free Trade Zone, U.A.E.. In terms of the General Circular
 No. 2/2011 dated February 8, 2011, issued by Ministry of Corporate
 Affairs, Government of India under Section 212(8) of the Companies Act,
 1956, granted general exemption to companies from attaching financial
 statements of subsidiaries, subject to fulfillment of conditions stated
 in the Circular. Pursuant to the said circular, Financial Statements of
 the Subsidiary is not attached to the Balance Sheet of the Company. The
 Company will make available the Annual Accounts of the subsidiary to
 any of the member of the Company who may be interested in obtaining the
 same. The annual accounts of the subsidiary will also be kept open for
 inspection at the Registered Office of the Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Pursuant to the Accounting Standard AS-21 issued by ICAI and Clause 41
 of the Listing Agreement with Stock Exchanges, the consolidated
 financial statements given by the Company include financial information
 of its subsidiary, which is prepared in compliance with applicable
 Accounting Standards. The Consolidated Financial Statements are
 attached herewith and the same together with Auditors'' Report thereon
 form part of the Annual Report of the Company.
 
 FIXED DEPOSITS
 
 During the year under review, your Company has not invited or accepted
 / renewed any fixed deposits from public pursuant to the provisions of
 Section 58A or 58AA of the Companies Act, 1956 read with Companies
 (Acceptance of Deposits) Rules, 1975.
 
 DIRECTORS
 
 After the last Annual General Meeting held, Mrs. Bindu Dogra was
 appointed as an additional director on May 06, 2013. Mrs.  Ritushri
 Sharma and Mr. Arun Kumar Joshi were appointed as additional directors
 on November 11, 2013.
 
 Mr. Nemichandra Dhanyakumar Jain was appointed by the Board of
 Directors of the Company subject to approval of the Members, as an
 additional and Whole Time Director of the Company with effect from May
 06, 2013.
 
 Mrs. Bindu Dogra, Mrs. Ritushri Sharma, Mr. Arun Kumar Joshi and Mr.
 Nemichandra Dhanyakumar Jain hold office upto the date of forthcoming
 Annual General Meeting of the Company. The Company has received notice
 along with the deposit prescribed under Section 257 of the Companies
 Act, 1956, signifying the intention to propose the appointments of the
 above mentioned directors in the forthcoming Annual General Meeting of
 the Company. The Board recommends the said appointments.
 
 Pursuant to the provisions of the Companies Act, 1956 and the Articles
 of Association of the Company, Mr. Krishan Lall and Mr.  Sham Sunder
 Dhawan are liable to retire by rotation at the forthcoming Annual
 General Meeting of the Company. As per the retirement policy for the
 Independent Directors of the Company, the Board of Directors does not
 recommend re-appointment of Mr. Krishan Lall. Being eligible, Mr. Sham
 Sunder Dhawan has offered himself for re-appointment.The Board
 recommends his re- appointment.
 
 Mr. Ajay Dogra and Mr. Surjit Krishan Sharma resigned from the Board
 w.e.f. May 06, 2013 and November 11, 2013, respectively.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956 and save as mentioned elsewhere in this Report, the attached
 Annual Accounts and the Auditors'' Report thereon, it is hereby
 confirmed that:
 
 a.  in the preparation of the annual accounts for the year under
 review, the applicable accounting standards had been followed.
 
 b.  the directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit or
 loss of the Company for that year.
 
 c.  the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 d.  that the directors had prepared the annual accounts on a going
 concern basis.  AUDITORS AND AUDITORS'' REPORT
 
 M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors
 of the Company retire at the conclusion of ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment. The
 Company has received letter from the said auditors to the effect that
 their appointment, if made, would be within the limits prescribed under
 Section 224(1B) of the Companies Act, 1956. Based on the
 recommendations of the Audit Committee, the Board of Directors of the
 Company proposes their re-appointment for approval of Shareholders in
 the ensuing Annual General Meeting.
 
 The observations made in the Auditors'' Report are self-explanatory and
 do not call for any further comments under Section 217 (3) of the
 Companies Act, 1956.
 
 CORPORATE GOVERNANCE
 
 Good corporate governance is essential for the integrity of
 corporations, financial institutions and markets. It ensures the health
 of our economies and their stability. Your Company is committed to
 maintain the high standard of Corporate Governance requirements as
 prescribed under Clause 49 of the Listing Agreement. A separate section
 on Corporate Governance together with a certificate from the Auditors
 of the Company regarding full compliance of conditions of Corporate
 Governance as
 stipulated under Clause 49 of the Listing agreement with the Stock
 Exchange(s) forms part of the Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Corporate Social Responsibility (CSR) is a management concept whereby
 companies integrate social and environmental concerns in their business
 operations and interactions with their stakeholders. CSR is generally
 understood as being the way through which a company achieves a balance
 of economic, environmental and social imperatives, while at the same
 time addressing the expectations of shareholders and stakeholders.
 
 We at, Fedders Lloyd believe passionately that good corporate
 citizenship and good business performance go hand in hand. We endeavor
 at improving the quality of life of the communities, we serve. Detailed
 information on the initiatives of the Company towards CSR activities is
 provided in the Corporate Social Responsibility section of the Annual
 Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 As required by Clause 49 of the Listing Agreement with the Stock
 Exchanges, a detailed Management Discussion and Analysis Report on
 financial conditions and results of operations for the year under
 review forms part of the Annual Report and is presented in a separate
 section forming part of the Annual Report.
 
 DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY,
 TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO AND RESEARCH &
 DEVELOPMENT
 
 In accordance with the requirement of Section 217(1)(e) of the
 Companies Act,1956 read with the Companies (Disclosure of particulars
 in the report of the Board of Directors) Rules, 1988, Statement showing
 particulars with respect to Conservation of Energy, Technology
 Absorption, Foreign Exchange Earnings and Outgo and Research &
 Development activities undertaken by the Company are annexed hereto and
 form part of this report.
 
 DISCLOSURE OF PARTICULARS OF EMPLOYEES
 
 In accordance with the requirement of Section 217(2A) of the Companies
 Act, 1956 read with the Companies (Disclosure of Particulars of
 Employees) Rules, 1975, the names and other particulars of employees
 are to be set out in the Directors'' Report as an addendum thereto.
 
 However, in line with the provision of Section 219(1)(b)(iv) of the
 Companies Act, 1956, the Directors'' Report is being sent to all the
 members of the Company excluding the aforesaid information. Any Member
 interested in obtaining such particulars may write to the Company
 Secretary at the Corporate Office of the Company.
 
 LISTING OF EQUITY SHARES
 
 The Equity Shares of your Company continue to be listed on National
 Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd.
 (BSE). The Annual Listing Fees for the year 2013-14 have been paid to
 these stock exchanges.
 
 HEALTH, SAFETY AND ENVIRONMENT (HSE)
 
 Your Company has identified excellence in health and safety in all its
 operations as a key business imperative. The Company has adopted and
 applied a range of programs and strong safety culture by inculcating
 safe behavior among its employees and contractors.
 
 At Fedders Lloyd, HSE is the essential part of its operations; its main
 objective is to make the risk free environment for the entire employees
 at the work place.
 
 HUMAN RESOURCE AND INDUSTRIAL RELATIONS
 
 Your Company has created a favorable work environment which encourages
 innovation and meritocracy amongst the employees. Your Company ensures
 attracting best talents and provides for fostering of talents. HR
 initiatives provide continuous learning, sharpening the skills and
 talents of the people and leadership development through training
 programs, HR processes and systems. Industrial Relations were
 maintained cordial throughout the year.
 
 ACKNOWLEDGEMENTS
 
 Your Directors place on record their deep appreciation to employees at
 all the levels for their hard work, dedication and commitment. Your
 Directors also take this opportunity to thank the customers,
 stakeholders, shareholders, Government and all other business
 associates including banks, financial institutions, etc.
  
                           For and on behalf of the Board of Directors
 
 Date: November 11, 2013   Brij Raj Punj
 
 Place: New Delhi          Chairman & Managing Director
Source : Dion Global Solutions Limited
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