We have audited the accompanying financial statements of FEDDERS LLOYD
CORPORATION LIMITED (the Company) which comprise the Balance Sheet
as at June 30, 2014, the Statement of Profit and Loss Account and the
Cash Flow Statement for the year then ended and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards notified under the Companies
Act, 1956 (the Act) read with the General Circular 15/2013 dated
September 13, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013 and in accordance with the
accounting principles generally accepted in India. This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatements, whether due to fraud or error.
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the ICAI. Those Standards
require that we comply with the ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amount and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risk of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''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 expressing an opinion on the effectiveness of the Company''s
internal control. An audit also includes evaluating the appropriateness
of the accounting policies used and the reasonableness of the
accounting estimates made by the 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.
Pursuant to notification of Schedule II of the Companies Act, 2013 with
effect from April 01, 2014, depreciation for the year ended June 30,
2014 has been provided on the estimated economic useful lifes of fixed
assets as prescribed in Schedule II of the Companies Act, 2013.
In our opinion and to the best of the information and according to the
explanations given to us, give the information required by the Act in
the manner so required and give 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 June 30, 2014.
(ii) In the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date and
(iii) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (the
Order) issued by the Central Government in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, 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
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
c) The Balance Sheet, the statement of Profit & Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
d) In our opinion, the Balance Sheet, the statement of Profit & Loss
and the Cash Flow Statement comply with Accounting Standards notified
under the Companies Act, 1956 read with the General Circular 15/2013
dated September 13, 2013 of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act, 2013.
e) On the basis of written representations received from the directors
as on June 30, 2014 taken on record by the Board of Directors, none of
the directors is disqualified as on June 30, 2014 from being appointed
as a director in terms of Section 274(1)(g) of the Act.
Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date of Fedders Lloyd
Corporation Limited for the year ended June 30, 2014
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 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. The Company has given a loan to its Foreign Subsidiary
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
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
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public. Therefore, the
provisions of Clauses (vi) of paragraph 4 of the Order 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 of 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
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 term & conditions of the guarantees given by the
Company for loan taken by the associates 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
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
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.
(Firm Registration No. 000891N)
(BRIJESH C. MATHUR)
Place : New Delhi PARTNER
Date : August 27, 2014 Membership No. 083540