The Directors are pleased to present the 56th Annual Report of your
 Company together with the Audited Annual Accounts for the year ended
 June 30, 2012.
 
 FINANCIAL RESULTS
 
 Your Company''s standalone operating performance for the year ended June
 30, 2012 as compared to the previous year ended June 30, 2011 is
 summarized herein below:
 
 
                                           (Rupees in Million)
 Particulars                        Current year     Previous year
                                    2011-12          2010-11
 
 Net Sales                             8828.57          8458.73
 
 Other Income                           233.22            25.00
 
 Total Revenue                         9061.79          8483.73
 
 EBITDA                                1088.30           966.29
 
 Profit before Taxes                    557.00           577.49
 
 Tax Expenses                           110.35           112.43
 
 Profit after Tax                       446.65           465.06
 
 Proposed Dividend                       30.77            46.15
 
 Corporate dividend Tax                   4.99             7.49
 
 Reserves & Surplus                    2424.52          2015.16
 
 Equity Share Capital                   307.70           307.70
 
 Earnings per Share (Rs.)                14.52            15.11
 
 
 
 OPERATIONAL HIGHLIGHTS
 
 During the year ended June 30, 2012, total revenue of the Company has
 been increased from Rs. 8483.73 Million during the previous year to Rs.
 9061.79 Million, registering a growth of 6.81%. The EBITDA was recorded
 at Rs. 1088.30 Million during the year under review; however, it was
 Rs. 966.29 Million during the previous year ended June 30, 2011,
 registering an increase of 12%. Due to the increased finance cost,
 inflationary pressure and depreciation cost, the Profit after tax has
 been declined by 3.96% from Rs. 465.06 Million during the previous year
 against Rs. 446.65 Million during the year under review.
 
 STRATEGIC FOCUS ON EXECUTING TURNKEY PROJECTS & DISTINGUISHING ITSELF
 FROM RETAIL BUSINESS
 
 Your Company has successfully established and is further strengthening
 its business operations for turnkey projects in the areas of
 Infrastructure, Energy Sector and Environmental Control Systems for
 Industrial and Customized applications.  Considering various aspects
 and strategic view point to put greater focus on the business of
 executing turnkey projects in the areas of Infrastructure, Energy
 Sector and Environmental Control Systems for Industrial and Customized
 applications and distinguishing itself from the retail business of
 Consumer Durable Products, your Company has strategically assigned the
 Intangible Rights, Title and Interest in the ''LLOYD'' Blue Logo and
 Distribution Network pertaining to Consumer Durable Products including
 other HVAC Products to M/s Lloyd Electric and Engineering Limited
 w.e.f. September 08, 2011. The rights, title and interest in the said
 ''LLOYD'' Blue Logo in respect of all other goods/business and services
 except for the assigned products have been retained by the Company.
 Your Company has taken approval of shareholders by way of an Ordinary
 Resolution through Postal Ballot process.
 
 SCALING UP OF BUSINESS:
 
 GRAND INAUGURATION OF WIND TOWER MANUFACTURING FACILITY AT BHARUCH,
 GUJARAT BY HON''BLE CHIEF MINISTER OF GUJARAT, SHRI NARENDRA MODI AND
 COMMENCEMENT OF OPERATIONS
 
 Your Company has achieved a major milestone forward in the Company''s
 presence in the State of Gujarat by establishing its integrated
 state-of-art manufacturing facility for manufacture of Wind Turbine
 Towers and Heavy Precision Fabrication and machining facility in
 Bharuch District, Gujarat. The new facility was inaugurated on April
 13, 2012 by the Humble Chief Minister of Gujarat, Shri Narendra Modi
 in the presence of guest of honor, Humble Minister, Forest &
 Environment, Gujarat, Shri Kiritsinh Rana. The initial annual
 production capacity of plant to manufacture is up to 250 nos. of Wind
 Turbine Towers up to 3 MW and Heavy Precision Fabrication of components
 up to 80 MT weight and is one of the biggest Precision Machine Shop
 equipped with floor boring (21 mtrs travel) and vertical turret lathe
 (8.5 Mtrs diameter) sourced from UK and USA. The new facility is
 equipped with high end CNC plate cutting and CNC plate rolling machine
 (75 mm thick) imported from Germany & Italy and the facility is
 designed to meet with international specifications and produce
 components meeting with highest world-wide quality standards. The new
 facility is a testament to Fedders Lloyd''s commitment to contribute
 towards India''s Growing Energy revolution and empowered nation.
 
 SEGMENTAL REVIEW
 
 Your Company has three business segments viz., Environment Control
 Systems, Steel Structure & Engineering and Power Projects. During the
 year under review, the total revenue generated from Environment Control
 Systems was Rs. 1286.71 Million, while during the previous year, the
 revenue from Environment Control Systems was Rs. 4731.53 Million. For
 Environment Control Systems business, both these years are not
 comparable as Consumer Durable business was shifted to Lloyd Electric &
 Engineering Limited during the year under review. Under this segment,
 your company focuses on executing turnkey projects for customized
 applications, where during the year, your Company has maintained its
 pace of growth.
 
 During the year, the total revenue generated from Steel Structure
 &Engineering business was Rs. 4255.81 Million as compared to Rs.
 1705.37Million during the previous year registering a growth of 150%.
 The profit before tax generated was Rs. 308.97 Million as compared to
 Rs. 167.68 Million during the previous year registering a growth of
 84.26%.
 
 The total Revenue generated from Power Projects was Rs. 3380.55 Million
 as compared to Rs. 2021.82 Million during the previous year registering
 a growth of 67.20%. The profit before tax generated was Rs. 295.92
 Million as compared to Rs.  181.10 Million during the previous year
 registering growth of 63.40%.
 
 A detailed discussion on the segmental review and performance and
 future outlook is provided in Management Discussion and Analysis
 Report.
 
 DIVIDEND
 
 Having due regard to the profit of the year and on careful review of
 the Company''s ways and means position, the Directors had recommended a
 dividend of Re. 1/- per equity share of Rs. 10/- each (i.e., 10% on the
 paid-up equity share capital of the Company) for the year ended June
 30, 2012. The dividend, if approved at the ensuing Annual general
 Meeting, shall absorb a sum of Rs. 30.77 Million (exclusive of dividend
 distribution tax of Rs. 4.99 Million). Last year, the Shareholders in
 last Annual General Meeting declared a dividend of 15% on the paid-up
 equity share capital of the Company.
 
 The dividend payout for the year under review has been formulated in
 accordance with the Company''s policy to pay, sustainable dividend
 linked to long term growth objectives of the Company which includes
 sustainable development of the Company along with maximization of
 Shareholders'' Wealth.
 
 SUBSIDIARY COMPANY
 
 The Company has a subsidiary namely, Fedders Lloyd Trading FZE in Ras
 Al Khaimah Free Trade Zone, U.A.E.. In terms of the General Circular
 No. 2/2011dated February 8, 2011, issued by Ministry of Corporate
 Affairs, Government of India under Section 212(8) of the Companies Act,
 1956, granting general exemption to companies from attaching financial
 statements of subsidiaries, subject to fulfillment of conditions stated
 in the Circular, Financial Statement of the Subsidiary is not attached
 to the Balance Sheet of the Company. The Company will make available
 the Annual Accounts of the subsidiary to any of the member of the
 Company who may be interested in obtaining the same. The annual
 accounts of the subsidiary will also be kept open for inspection at the
 Registered Office of the Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As required by Clause 41 of the Listing Agreement with the Stock
 Exchanges, Consolidated Financial Statements of the Company and its
 subsidiary as prepared in accordance with Accounting Standard AS-21 on
 ''Consolidated Financial Statements'', as issued by the Institute of
 Chartered Accountants of India, is attached herewith and the same
 together with Auditors'' Report thereon forms part of the Annual Report
 of the Company.
 
 FIXED DEPOSITS
 
 During the year under review, your Company has not invited or accepted
 / renewed any fixed deposits from public pursuant to the provisions of
 Section 58A or 58AA of the Companies Act 1956 read with Companies
 (Acceptance of Deposits) Rules, 1975.
 
 DIRECTORS
 
 The Board comprises of Five (5) Directors with two (2) Executive
 Directors one of whom is Managing Director and three (3) are Non
 Executive Independent Directors.
 
 During the year, there was change in composition of the Board. Mr.
 Tulsi Vansh Prakash Punj, Non-Executive Non Independent Director has
 resigned with effect from May 11, 2012 due to his health reasons and
 Mr. Sham Sunder Kumar, Non-Executive Independent Director ceased to be
 director with effect from June 06,2012 due to his sad demise. The
 Directors place on record their sincere appreciation of the valuable
 services rendered by Mr. TVP Punj and Late Mr.  Kumar during their long
 tenure on the Board.
 
 In terms of Articles of Association of the Company read with Section
 256 of the Companies Act, 1956, AVM (retd.) Surjit Krishan Sharma, will
 retire by rotation at the ensuing Annual General Meeting and being
 eligible, has offered himself for re-appointment. The Board of
 Directors of the Company commends his re-appointment. His brief resume
 including expertise, shareholding in the Company and details of other
 directorships as stipulated under Clause 49 of the Listing Agreement
 with the Stock Exchanges forms part of the Notice of the ensuing Annual
 General Meeting.
 
 The Board of Directors recommends his re-appointment for approval of
 Shareholders in the ensuing Annual General Meeting.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956 and save as mentioned elsewhere in this Report, the attached
 Annual Accounts and the Auditors'' Report thereon, it is hereby
 confirmed that:
 
 a.  in the preparation of the annual accounts for the year under
 review, the applicable accounting standards had been followed.
 
 b.  the directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit or
 loss of the Company for that year.
 
 c.  the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 d.  that the directors had prepared the annual accounts on a going
 concern basis.  
 
 AUDITORS AND AUDITORS'' REPORT
 
 M/s Suresh C. Mathur & Co., Chartered Accountants, Statutory Auditors
 of the Company, hold office until the conclusion of the ensuing Annual
 General Meeting and being eligible, offer themselves for reappointment.
 The Company has received letter from the said auditors to the effect
 that their appointment, if made, would be within the limits prescribed
 under section 224(1B) of the Companies Act, 1956. Based on the
 recommendations of the Audit Committee, the Board of Directors of the
 Company proposes their re-appointment for approval of Shareholders in
 the ensuing Annual General Meeting.
 
 The observations made in the Auditors'' Report are self-explanatory and
 do not call for any further comments under section 217 (3) of the
 Companies Act, 1956.
 
 CORPORATE GOVERNANCE
 
 Enhancing Corporate Governance is on highest priority of your Company.
 Your Company is committed to maintain the high standard of Corporate
 Governance requirements as prescribed under clause 49 of the Listing
 Agreement.  A separate section on Corporate Governance together with a
 certificate from the Auditors of the Company regarding full compliance
 of conditions of Corporate Governance as stipulated under clause 49 of
 the Listing agreement with the Stock Exchange(s) forms part of the
 Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 While the Government undertakes extensive developmental initiatives
 through a series of sectorial programmers, the business sector also needs
 to take the responsibility of exhibiting socially responsible business
 practice that ensures the distribution of wealth and well-being of the
 communities in which the business operates. Your Company is already
 taking part in CSR activities through its various programmers through
 Pandit Kanahaya Lal Punj Trust, a philanthropic organization of LLOYD
 Group to lead the CSR initiatives. The detail on CSR measures taken at
 Company''s end is provided in the Corporate Social Responsibility
 Section of the Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 As required by Clause 49 of the Listing Agreement with the Stock
 Exchanges, a detailed Management Discussion and Analysis Report on
 financial conditions and results of operations for the year under
 review forms part of the Annual Report and is presented in a separate
 section forming part of the Annual Report.
 
 DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY,
 TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Information relating to conservation of energy, technology absorption,
 foreign exchange earnings and outgo in terms of Section 217(1)(e) of
 the Companies Act, 1956 read with Companies (Disclosure of Particulars
 in the Report Board of Directors) Rules, 1988 is given as annexure to
 this report.
 
 DISCLOSURE OF PARTICULARS OF EMPLOYEES
 
 Information as per the provisions of Section 217(2A) of the Companies
 Act, 1956 read with the Companies (Disclosure of Particulars of
 Employees) Rules, 1975 is set out in the Annexure to the Directors''
 Report.
 
 LISTING OF EQUITY SHARES
 
 The Equity Shares of your Company continue to be listed on National
 Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd.
 (BSE). The Annual Listing Fees for the year 2011-12 have been paid to
 these stock exchanges.
 
 QUALITY, HEALTH, SAFETY AND ENVIRONMENT
 
 At Fedders Lloyd, Quality, Health, Safety and Environmental(QHSE)
 responsibilities are integral to operations as a part of its objective
 to improve quality, health, safety and environment in the work place.
 
 Successfully managing Health, Safety & Environment (HSE) issues is an
 essential component of our operations. Through observance and
 encouragement of this policy, your Company assist in protecting the
 environment and the overall well-being of all stakeholders. To drive
 performance improvement, make progress and contribute to sustainable
 development, your Company works in an integrated manner across the
 areas of HSE. To emphasize our continuing commitment to HSE issues, we
 adhere to HSE Principles. These Principles are the cornerstone of HSE
 culture and address issues such as accountability, training,
 communication, resources, engineering design, performance measurement,
 and sustainable development.
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Committed to good Corporate Governance practices, your Company fully
 conforms to the standards set out by the Securities and Exchange Board
 of India and other regulatory authorities and has implemented and
 complied with all the regulatory stipulations. The Report on Corporate
 Governance along with the Compliance Certificate in line with Clause 49
 of the Listing Agreement validating our claim and the Report on
 Management Discussion and Analysis are annexed and forms part of this
 Annual Report.
 
 Your Company in compliance with the requirements of the Listing
 Agreement has also formulated and implemented a Code of Conduct for all
 Board members and senior management personnel of the Company, who have
 affirmed their compliance thereto.
 
 INTERNAL CONTROL SYSTEMS AND ADEQUACY
 
 The Company has a proper, efficient & adequate internal control system.
 It ensures that all the assets are safeguarded and protected against
 loss from unauthorized use or disposition and the transactions are
 authorized, recorded and reported correctly.
 
 An effective programmer of internal audit and management review
 supplements the process of internal control.  Properly documented
 policies, guidelines and procedures are laid down for this purpose. The
 internal control system has been designed so as to ensure that the
 financial and other records of the Company are reliable for preparing
 the financial and other statements and for maintaining accountability
 of assets of the Company.
 
 The Company has also constituted an Audit Committee comprising of 3
 (Three) directors having relevant experience and expertise, who
 regularly interact with the Auditors in dealing with the matters
 specified within its terms of reference.  The Committee mainly deals
 with accounting matters, financial reporting and internal controls.
 
 HUMAN RESOURCE AND INDUSTRIAL RELATIONS
 
 Your Company enjoyed a cordial Human Resource and Industrial
 relationship for the FY 11-12. The Company lays strong emphasis on
 attracting and retaining the best talent. Personal developmental
 initiatives including training, both technical and managerial, are
 regularly conducted to enhance human potential. The management is
 committed to providing an empowered, performance oriented and
 stimulating work environment to its employee to enable them realize
 their full potential.
 
 ACKNOWLEDGEMENTS
 
 Your Directors are highly grateful for all the guidance, support and
 assistance received from the Government of India, Government of various
 states, Financial Institutions and Banks. Your Directors thank all
 shareholders, esteemed customers, suppliers, business associates and
 employees of the Fedders Lloyd for their faith, trust and confidence
 reposed in the Company. Your Directors wish to place on record their
 sincere appreciation for the dedicated efforts and consistent
 contribution made by the employees at all levels, to ensure that the
 Company continues to grow and excel.
 
 Your Directors would need this continued support to achieve the goals
 they set for your Company in the years ahead.
             
 
 
                       For and on behalf of the Board of Directors
 
 Place: New Delhi                                     Brij Raj Punj
 
 Date: November 28, 2012               Chairman & Managing Director