Annual Report 2015 Llyods
Annual Report 2015 Llyods
Annual Report 2015 Llyods
ENGINEERING SMILES...
Consolidated
2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 2008-09 2007-08 2006-07 2005-06 2014-15 2013-14
1175.3
905.06
783.64
679.53
587.9
669.9
496.58
Operating Profit
(EBIDTA)
Total Income
1839.53 1451.72
229.84
189.58
145.88
93.47
84.19
73.12
50.1
82.83
66.07
43.14
245.59
214.3
103.02
81.77
72.87
45.28
48.66
45.28
24.77
62.18
50.82
31.83
111.11
97.03
81.64
76.09
56.15
33.59
36.06
34.38
20.37
52.71
42.96
28.12
88.41
89.12
35.32
35.32
31.00
31.00
31.00
31.00
31.00
31.00
31.00
27.00
35.32
35.32
4.32
4.32
35.32
35.32
35.32
35.32
31.00
31.00
31.00
31.00
31.00
27.00
35.32
35.32
680.56
599.49
526.15
442.53
401.04
371.16
340.4
320.03
268.43
191.73
698.45
604.57
Shareholders fund
738.69
634.81
561.48
473.54
432.05
402.17
371.4
351.04
299.44
218.73
756.58
639.89
23.11
21.54
15.9
10.83
11.63
11.09
6.57
17.01
13.86
10.41
25.03
25.23
Financial Position
Paid up Capital
Share Capital Suspense
Total Paid up
Share Capital
Performance
Indicator
EPS
1839.53
2000
229.83
250
1451.72
1500
200
1175.3
1000
669.9
587.9
496.58
348.03
500
189.58
905.06
783.64
679.53
145.88
150
Total Income
(Rs. in Crores)
66.07
100
82.83
50.1
43.14
EBITDA
(Rs. in Crores)
50
-15
-14
14
13
20
20
-12
-13
12
20
-11
11
20
-10
20
10
-09
20
09
-08
21.54
25
17.01
20
PAT
(Rs. in Crores)
20.37
23.11
15.9
13.86
15
28.12
08
81.04
56.15
52.17
07
76.09
42.96
20
05
06
20
20
20
20
-06
09
-1
20 0
10
-1
20 1
11
20 12
12
-13
20
13
20 14
14
-15
-09
08
20
20
07
-08
-06
-07
05
06
20
20
-07
90
80
70
60
50
40
30
20
10
0
93.47
73.12 84.19
10.41
6.57
10
5
-10
10
-11
20
11
-1
20 2
12
-13
20
13
-1
20 4
14
-15
20
-09
09
20
08
20
-08
07
20
-07
20
06
-06
05
20
-15
-14
14
20
-13
13
20
-12
12
20
-11
10
11
20
20
-10
20
09
-09
08
-08
07
20
20
-07
06
20
20
05
-06
Earning Per
Share (Rs.)
Chairmans Address
satisfaction and quality has helped us to attain leadership
position in the air conditioning segment in India.
Over the years we have dedicated ourselves to improve the
quality of life of millions by developing innovative and ecofriendly products with latest technologies. Customer satisfaction
drives all our actions and we strive to establish Lloyd as a brand
synonymous with trust.
During the year, we have re-organized our revenue stream in B2C
segment which pertains to Lloyd Branded product portfolio
under Consumer Durable Segment and B2B segments which
comprises of a) OEM & Packaged air conditioning b) Heat
Exchangers & Components.
Dear Shareholder
In markets around the world, economic conditions are everchanging. Moves towards economic growth and greater
prosperity are being seen in places like the U.S., which leads the
global economy; in India, where hopes for economic growth are
rising since a new administration came to power; and in China,
where the economy is continuing to grow as evident from a 7%
increase in GDP despite a slight slowdown.
It is in this context that Lloyd continues to set new benchmarks
and records despite a challenging global economic scenario
marked by volatile commodity prices, weak growth in certain
major economies and dollar appreciation against most major
global currencies.
It is my privilege to share with you that your Company has
delivered a robust performance despite considerable
headwinds. This is reflected in your Company achieving the
highest Consolidated Revenue of Rs. 2172.67 crores with Net
Profit at Rs. 88.14 crores. Our commitment to customer
Marketing Strategy....
Branding & Product Display at Airport
Hoardings/Banners
On screen Cinema
Advertising
In-flight Branding
Coil Brazing
Condenser- for
Russia Project
Fin press
AHU
Air Handling
Units
ICL
Industrial
cooling
RAIL
Railway
aplications
FAN
Fans
Certifications.
UL Product Safety
IRIS certification
Corporate Sustainability
We balance three P(s): People, Planet and Profit
We view sustainability as the interconnection of people, the planet and profit. We,
at Lloyd follow a business approach that creates long-term consumer and employee
value by creating a green strategy aimed toward the natural environment
People- Corpoare
Social
Responsibility
Sustainability
Profit - Generation
of Continuous
Business Earnings
PlanetEnvironment
Protection
Corporate Sustainability is a core element of our business model and key to our future performance. We embed
sustainability into every aspect of our operations and it is becoming a key enabler of operational efficiency and excellence; a
discipline that will help us to drive innovation and drive our long-term success.Lloyd continues to demonstrate outstanding
financial performance year-on-year. But as said Performance is more than just financial strength it is our commitment to
grow the business with energy efficient, innovative, more sustainable products that make the lives of consumers healthier
and more enjoyable.
PLANET:
We care for our planet and are committed to minimize and mitigate pollution caused by our operations and to continually
improving our environmental performance. Lloyd group is committed to protect the planet through following measures:
1.
Protection of the Biosphere: We reduce and make continual progress toward eliminating the release of any substance
that may cause environmental damage to the air, water, or the earth or its inhabitants. We try to safeguard all habitats
affected by our operations and protect open spaces, while preserving biodiversity. Across all facilities of the Company,
targeted emission parameters are monitored. All manufacturing sites have implemented Environment Management
Systems. Regular audits and reviews ensure that continual improvement is achieved and wherever required,
corrective actions are taken.
2.
Sustainable Use of Natural Resources: We make sustainable use of renewable natural resources, such as water, soils
and forests. We conserve non-renewable natural resources through efficient use and careful planning. Our care for
the environment is also visible from the fact that we plant a substantial number of trees each year in the vicinity of our
factories and offices.
3.
Energy Conservation: We conserve energy and improve the energy efficiency of our internal operations and of the
goods and services we sell. We make every effort to use environmentally safe and sustainable energy sources such
asrecycling of waste water, rain water harvesting, vermiculture, use of solar energy for water heating and use of
environment-friendly refrigerants.
PEOPLE:
At LLOYD we strongly believe that our business can only succeed through and with the success of our people. By investing
in our people, and living by our values we are committed to achieving the common goal of sustainable business success
that continues to create value for all into the future. Lloyd continuously working towards improving the lives of all their
stakeholders: customers, employees, suppliers, investors, communities around business establishments and competitors.
We value our customers and always strive to provide high quality products, complete information and remedies for
problems.
The Company strongly believes in nurturing talent within the Company. At Lloyd each employee is treated at par and
deserves dignity and provided fair and non-discriminatory wage, safe and hygienic working conditions. The Company does
not engage in any form of child labour/forced labour/involuntary labour and does not adopt any discriminatory
employment practices. We strive to minimize the environmental, health and safety risks to our employees and the
communities in which we operate through safe technologies, facilities and operating procedures, and by being prepared
for emergencies. To make sure that our employees are being provided good working environment we have implemented
OHSAS 18001 which focuses on managing organizations internal environment to ensure a safe and healthy workplace.
Lloyd believes that communities deserve the support from public policies that promote human development and raise the
standards of health and safety, education and economic and social well-being. It is well known that one of the causes for
social inequality is the inequality of opportunity, especially due to lack of proper education and training. To address this
challenge, Lloyd through its CSR efforts, we have implemented focused programmes on Primary Education, Skill
Development and Vocational Training to less privileged members of our society. Additionally, your company actively
contributes to the well being of the society where it serves and endeavors to provide access to the best possible healthcare
to the needy and deprived people. Lloyd is helping healthcare facilities, make better use of scarce resources, support
personalized treatments and build childrens healthcare facility.
We also continuously making effort to secure a fair and competitive return on our owners investment, disclose relevant
information to owners/investors, conserve, protect, and increase assets, respect owners/ investors requests, suggestions
and complaints.
PROFIT
Sustainability doesnt Mean Less Profit, It Means Profit Forever. Lloyd follows its vision of being responsible and Profitable.
Profitability and responsibility go hand-in-hand.Our mission is to create direct and indirect value for our stakeholders.
However, we believe that the drive for short-term profits without regard for long-term sustainability hurts people,
communities and the earth and in turn long term profitability of the organization and that investors are now increasingly
comfortable with the idea of putting their money into socially responsible Companies.
We at Lloyd simply try to maximize shareholders wealth by finding smart, unique and sustainable solutions that are also
commercially viable by way of quickening the speed of innovation, developing new materials, creating sustainable business
models and cost reduction alongwith respecting planet and people.
Khushiyon Ki Guarantee..
Part of being a great Company is being a responsible and competent corporate citizen.
At Lloyd it is important for us to be regarded as a responsible employer, a good corporate citizen, and a company that meets
globally recognized standards. Corporate Social Responsibility (CSR) is embedded in our business strategy through which
we balance economic, environmental and social imperatives while at the same time addressing the expectations of
shareholders and stakeholders. Our key objectives for CSR is environmental management, eco-efficiency, responsible
sourcing, stakeholder engagement, maintaining labour standards and working conditions and good governance.
We continue our efforts to make a significant difference in lives of people everywhere. We strive to work closely towards the
development of society, in line with its philosophy of creating happier and healthier society. Education, Healthcare, Woman
Empowerment, Disaster Rehabilitation have been our areas of priority. Over the years, Companys CSR activities are carried
out under the Flagship initiative Pandit Kanahaya Lal Punj Trust, the philanthropic arm of the Lloyd Group. The primary
objectives of the Trust are to support the developmental needs of marginalized and the underprivileged communities. Apart
from these core areas, as part of the long term process we also do our bit for the girl child welfare and community service for
the aged and the physically/mentally challenged to make a difference to the lives of the disabled sections.
EDUCATION: We strongly believe that education could be the force to transform society and resolve social ills and is an
empowering process that allows and guides children to develop their wisdom thereby making better society. In recognition
of this, Lloyd concentrates most of its sustainability / CSR efforts by actively supporting the education and social initiatives of
the PKLP Trust.
The Girl child in India lives an unenviable life with societal imposed traditions like early marriage leading to dowry
harassment, early maternity and death. Added to this is female foeticide that skews gender ratios. Education is therefore the
best way of empowering the girl child. It is with this intent and to pursue its objects for imparting education to the poor and
underprivileged girls for development of the society, the Trust had taken significant initiatives towards this noble cause and
has set up the first Lloyd Play School at Village- Khori Kalan, Tehsil- Tauru, Haryana and Jabalpur, M.P. Lloyd play school
aims at delivering free of cost quality education to underprivileged children in rural India with a focus on the girl child. The
programme attempts to enhance the learning levels of students by providing them with exposure especially in English, life
skills and communication. As a startup, the School has enrolled 30 students and now increased to 90 students and your
Company intends to expand this humble endeavor in the years to come. The attention is given comprehensively to
nutrition, health and to learning. The curriculum administered is holistic and encompasses physical, emotional, intellectual
and social health. The objective is to develop them into self-reliant individuals with deep sense of social commitment.
WOMAN EMPOWERMENT: Girls, more than boys, lack access to financial capital and have limited opportunities to gain
education, knowledge, and skills that can lead to economic advancement. Inadequate policy frameworks and inequitable
gender norms also often create barriers to girls economic advancement. We believe that with equal access to education,
training and means, women can raise the living standards of their families and inject new life into the local economy. In line
with this vision Lloyd has started giving vocational training to woman from less privileged society through various
workshops in which training has been imparted for artificial jewelry making, stitching and other soft skills etc.
Lloyd continued its association with Purkal Youth Development Society (PYDS) by sponsoring the education and learning of
Class VII students for the new academic year. During the year under review, your Company has extended its support to
NGOs for distributing jackets in flood affected area of J&K. Your company actively contributes to the well being of the society
where it serves and endeavors to provide access to the best possible healthcare to the needy and deprived people. Lloyd is
helping healthcare facilities make better use of scarce resources, support personalized treatments and build childrens
healthcare facility.
Employee Volunteering is integrated with the Lloyds CSR framework and focuses on selfless voluntary service offered by
employees with enabling support, motivation and facilitation from the company. Our Board of Directors, management and
all our employees subscribe to the philosophy of compassionate care and for the betterment of our societies.
Corporate Information
SHARE TRANSFER AGENT
BOARD OF DIRECTORS
Executive Director
REGISTERED OFFICE
Mukat B. Sharma
Whole Time Director & Chief Financial Officer
Nipun Singhal
Whole Time Director
Ajay Dogra
Non-Executive Independent Director
Gopal Kacker
Non-Executive Independent Director
COMPANY SECRETARY
Anita K. Sharma
STATUTORY AUDITORS
M/s Suresh C. Mathur& Co.,
Chartered Accountants,
New Delhi
BANKERS
State Bank of Bikaner & Jaipur
State Bank of India
Indusind Bank
Axis Bank
IDBI Bank
EXIM Bank
Karnataka Bank
Standard Chartered Bank
Societe Generale
State Bank of Travancore
State Bank of Hyderabad
CORPORATE OFFICE
159, Okhla Industrial Estate,
Phase-III, New Delhi- 110020
Ph: 011-40627200-300
Fax: 011-41609909
MANUFACTURING PLANTS
DOMESTIC
1. A-146, (B&C),
RIICO Industrial Area
Bhiwadi Distt.
Alwar, Rajasthan- 301 019
2.
3.
4.
5.
Bahadarabad, Mehdood
Industririal Park, 2 Salempur
SIDCUL, Haridwar, Uttrakhand
6.
Village Nizampur
Tauru- Rewari Road
Tehsil- Tauru,
District Mewat
Haryana- 122105
2.
OVERSEAS
1. Lloyd Coils Europe s.r.o
Prague-5, Radotin,
Vrazska 143, Czech
Republic
Postal Code 15300
CONTENTS
1
27
35
57
Auditors Report
61
Balance Sheet
62
63
64
87
89
90
91
92
115
Form AOC - 1
Boards Report
To
The Members,
Your Directors have pleasure in presenting the 28th annual report on the business and operations of the Company
along with the Standalone and Consolidated Audited Accounts for the Financial Year ended on March 31, 2015.
CONSOLIDATED
for the year ended
STANDALONE
for the year ended
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Revenue from Operations (net of excise)
1834.96
1439.69
2172.67
1775.97
4.57
12.03
12.73
49.05
229.84
189.58
245.59
214.29
Finance Expenses
92.85
84.02
94.31
85.50
Depreciation
33.96
23.79
40.17
31.76
103.02
81.77
111.11
97.03
21.60
17.50
22.20
21.40
Deferred Tax
(0.22)
(11.82)
0.50
(13.49)
81.64
76.09
88.41
89.12
205.65
155.32
206.10
142.74
3.61
1.36
3.61
1.36
Depreciation Adjustment
1.33
2.33
0.02
0.02
292.23
232.79
300.43
233.23
4.59
3.53
4.59
3.53
0.92
0.60
0.92
0.60
20.00
23.00
20.00
23.00
266.72
205.66
274.92
206.10
23.11
21.54
25.03
25.23
Other Income
Earnings before Interest, Depreciation & Tax (EBIDTA)
47
1
Boards Report
OPERATIONS
The Indian air conditioners market is projected to grow at a CAGR of around 15% during 2014-19. The market for air
conditioners in India has been on a steady growth ever since, apart from certain exceptions. The perception of people
towards the category of this product has witnessed a paradigm shift over the years from a luxury product to becoming a
necessity in hot humid weather conditions of India.With extremely low penetration, rising per capita income and hot and
humid climatic conditions in most part of the country are boosting the sales of air conditioners. In addition to the
growing demand for room air conditioners on account of the improving lifestyle of expanding middle-class households,
the central air conditioning systems are also anticipated to grow due to the growing construction market in the country.
During the year, your Company organized its revenue stream into three reportable business segments a) Consumer
Durable Segment b) OEM & Packaged Air conditioning Segment c) Heat Exchangers & Components Segments
The Consumer Durable Segment catering to the branded product portfolio reported robust growth of 37% in revenue
over the previous year. During the year, Company has invested approx. Rs. 35 crores on marketing, advertisement and
brand building exercise, which has helped the company to gain considerable market share in Lloyd branded air
conditioners and other consumer products. As part of our brand building strategy, the company has also launched a
sub-ordinate brand Lloyd Luxury which offers products in the premium market. During the year, company has
increased its market penetration in Tier-2 and Tier-3 towns and is aggressively focusing in larger cities. Your Company is
constantly strengthening its service network and operating through 307 authorised service centers and 81 company
owned service centers. We have developed an integrated after sales service solution, which includes three customers
touch points a) Regional Multi-language in house call centers b) interaction through companys portal c) through an SMS
to a pan India number and call back facility.
Your Company is vertically integrated across HVAC value chain, right from manufacturing physical components, to Air
Conditioners , to selling to OEM suppliers as well as under own Brand.
As on March 31, 2015, a) Consumer Durable Segment accounted to 47% of the Standalone Revenue, whereas b) OEM &
Packaged Air conditioners accounted to 23% and c) Heat Exchangers & Components accounted to 30% of the
standalone revenue.
To bolster our service quality, we have started ad campaign with Khushiyon Ki Guarantee which is in sync with
Companys focus on customers satisfaction. We are also developing our own website www.mylloyd.com for online
selling of our products.
In the OEM segment, your company has developed room air conditioners with CB certifications for UAE market. New
products have been developed for T3 conditions for Saudi Arabia Market with SASO certification.
DIVIDEND
Your Directors are pleased to recommend a final dividend of Rs.1.3 per equity share of face value Rs.10 each i.e. @ 13% for
the year ended March 31, 2015, subject to approval of shareholders of the Company (previous year Re.1 per equity share
of Rs.10 each i.e. @10 %).
The total dividend payout would be Rs.5.51 Crore, including dividend distribution tax of Rs.0.92 Crore.
TRANSFER TO RESERVES
The Company proposes to transfer Rs.20 crore to the general reserve out of the amount available for appropriation and
an amount of Rs.266.72 crore is proposed to be retained in the profit and loss account.
Boards Report
SHARE CAPITAL
During the period under review, the Company has increased its authorized share capital from Rs.50 crore to Rs.70 crore,
divided into 7crore equity shares of Rs. 10 each. The issued, subscribed capital of the Company stood at Rs.35.33 Crore
and paid-up capital stood at Rs.35.32 Crore as at March 31, 2015.
During the year, the Company has issued 60 lac warrants to Promoters /Promoters Group on 13.03.2015 at a price of
Rs.152/- each entitling them for subscription of equivalent number of Equity Shares of Rs.10/- each (including premium
of Rs.142/- each Share) in accordance with chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations,
2009.
SUBSIDIARY COMPANIES
The Company has two overseas wholly owned subsidiaries viz; Lloyd Coils Europe s.r.o. (LCE) and Janka Engineering
s.r.o. (Janka), both incorporated in Prague, Czech Republic. There are no associate companies within the meaning of
Section 2(6) of the Companies Act, 2013 (Act). There has been no material change in the nature of the business of the
subsidiaries and there is no company which have become or ceased to become subsidiary, joint-venture or associate
company during the year.
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial
statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing
the salient features of the financial statement of our subsidiaries in the prescribed format AOC 1 is attached to the
financial statements of the Company.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated
financial statements and related information of the Company and audited accounts of each of its subsidiaries, are
available on our website www.lloydengg.com.These documents will also be available for inspection during business
hours at our registered office.
During the current year, LCE contributed to impressive EBITDA at Euro 3.4 million and PAT of Euro 2.62 million as against
Euro 1.6 million and Euro 1.82 million respectively. During the year LCE has substantially increased market shares in the
segment of close control air-conditioning and became a key partner to customers like Emerson, carrier and Stulz, which
are top leaders in this segment.
Whereas, Janka suffered a loss of Euro 1 million at EBITDA level, mainly because of low margin level on Air handling Units
(AHUs), reduced share of Industrial cooling segment (ICL), as well as increased cost for sales and marketing activities
across the AHU range, which is effective for all new projects. In the segment of Rail HVAC, Janka has secured two
prestigious projects from Skoda Transportation and will deliver HVAC units to Skodas trams for city Bratislava and
Prague, Czeh Republic.
The total Revenue from overseas wholly owned subsidiaries was euro 50 million for the FY 2014-15 and profit after tax of
Euro 0.90 million.
47
3
Boards Report
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposits from the public under Section 73 of the
Companies Act, 2013 and rules made thereunder.
CORPORATE GOVERNANCE
Your Company has always laid a strong emphasis on transparency, accountability and integrity and believes that good
governance is the basis for sustainable growth of the business and for enhancement of shareholder value. We keep our
governance practices under continuous review and benchmark ourselves to the best governed Companies across the
globe.
The report on corporate governance forms an integral part of this report and is set out as separate section to this annual
report. The certificate of M/s. Suresh C. Mathur & Co., Chartered Accountants, the statutory auditors of the Company
certifying compliance with the conditions of corporate governance as stipulated in clause 49 of the listing agreement is
annexed with the report on corporate governance.
LISTING AGREEMENT
The equity shares of the company are listed at Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India
Ltd. (NSE) The GDRs are listed on London Stock Exchange.
Annual Listing fees to above Exchanges for the Financial Year 2015-16, as applicable have been paid well before the due
date.
BOARD EVALUATION
In pursuance to the provisions of the Companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried
out annual performance evaluation of its own performance, the directors individually as well the evaluation of the
working of committees. The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure, board meetings and effectiveness of
board processes, information and functioning, etc. The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the compliance with the terms of
reference of the committees, composition of committees, functions and duties, committee meetings & procedures, etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the Board and committee
meetings, attendance, independent judgement etc. In addition, the Chairman was also evaluated on the basis of criteria
such as leadership, managing relationship, conducting board meetings etc.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board
as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent
directors, at which the performance of the Board, its committees and individual directors was discussed.
Boards Report
As per the provisions of the Companies Act 2013, Mr. Achin Kumar Roy (DIN: 01475456), retires at the ensuing Annual
General Meeting and being eligible, seeks re-appointment.The Board recommends his re appointment.
Mr. Mukat Behari Sharma (DIN:02942036) was appointed whole time director of the Company for a period of five years
with effect from January 28, 2010. He is also acting as Chief financial Officer of the Company. The Board of Directors at its
Meeting held on November 10, 2014, has re-appointed him as Whole time & Chief Financial Officer of the Company for a
further period of two years from January 28, 2015, subject to the approval of the members.
The brief profile of the Directors who are to be re-appointed / appointed, are furnished in the notice of annual general
meeting.The Board recommends re-appointments of above said directors.
in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith
proper explanation relating to material departures;
(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 and loss of the Company for that period;
(c)
the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and preventing and
detecting fraud and other irregularities;
(d)
the directors had prepared the annual accounts on a going concern basis;
(e)
the directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively;and
(f )
the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
Boards Report
COST AUDITOR
The Board appointed M/s. Jain Sharma & Associates, Cost accountants, as cost auditors of the Company for thefinancial
year 2015-16 at a fee of Rs.50,000 plus applicable taxes and out of pocket expenses subject to the ratification of the said
fees by the shareholders at the ensuing annual general meeting.
The cost audit report of the financial year 2014-15 would be filed with the Central Government within the prescribed
time.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Sanjay Chugh Practising Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year
ended March 31, 2015 is appended as Annexure 3 to this Report.
The Board has appointed Mr. Sanjay Chugh, Practising Company Secretary, as secretarial auditor of the Company for the
financial year 2015-16.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
RISK MANAGEMENT
The Audit Committee in supervision of Board of Directors is responsible for identifying, evaluating and managing all
significant risks faced by the Company. The detailed statement indicating the development and implementation of risk
management policy including identification therein of elements of risk has been covered in the management discussion
and analysis, which forms part of this report.
47
7
Boards Report
VIGIL MECHANISM
The Company has implemented a Whistle Blower Policy and has established a vigil mechanism for employees and
directors to report their genuine concerns. The Policy provides for a mechanism to report genuine concerns to Whistle
Counselor or the Whistle Blower Committee and in exceptional cases, Chairman of the Audit Committee of the Company.
The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
Blowers have been denied access to the Audit Committee of the Board. The Whistle Blower Policy complies with the
requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of
establishment of the Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of the Company.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act Rule 5(1) &(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, in respect of employees of the Company is appended as Annexure 6 to the Boards
report.
ACKNOWLEDGEMENT
We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record
our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by
their hard work, solidarity, cooperation and support.
We also place on record deep appreciation to various statutory authorities, Central and State Governments and
Government of various countries where we operate for their continued assistance, co-operation and encouragement
they have extended to the Company and look forward to their continued support in future.
For and on behalf of the Board of Directors
Boards Report
A brief outline of the companys CSR policy, including overview of projects or programmes proposed to be
undertaken and a reference to the web-link to the CSR policy and projects or programmes
Lloyd recognizes and embraces its commitment to the communities in which it operates. Our CSR initiatives stems
from the belief that corporations are socio-economic citizens and their objectives have to be congruent with
societys goals.Today, they wield significant capacity to influence social issues, i.e.power to do good.
Over the years, Companys CSR activities are carried out under the Flagship initiative Pandit Kanahaya Lal Punj
Trust, the philanthropic arm of the Lloyd Group. The primary objectives of the Trust are to support the
developmental needs of marginalized and the underprivileged communities. We have four core areas of work education, healthcare, environment and disaster rehabilitation. Apart from these core areas, as part of the long term
process we also do our bit for the girl child welfare and community service for the aged and the physically/mentally
challenged to make a difference to the lives of the disabled sections.The Company has formulated CSR policy as per
the Companies Act, 2013. A brief overview of your Companys projects is under taken by the Company during the
year are as below:
Education: With the intent and to pursue its objects for imparting education to the poor and underprivileged girls
for development of the society, the Trust had taken significant initiatives towards this noble cause and has set up
the Lloyd Play School at Village- Khori Kalan, Tehsil- Tauru, Haryana and at Jabalpur. Lloyd play school aims at
delivering free of cost quality education to underprivileged children in rural India with a focus on the girl child. The
programme attempts to enhance the learning levels of students by providing them with exposure especially in
English, life skills and communication. Further, Lloyd continued its association with Purkal Youth Development
Society (PYDS) by sponsoring the education and learning of Class VII students for the new academic year.
Relief Funds / Donation: Your Company has always been at the forefront in responding to its call for national duty
and has contributed generous amounts for upliftment of communities hit by natural disasters. It has done this
through contribution to relief funds such as J&K flood relief etc. Last year, your Company also made a donation to
Probois Healthcarefor medical help of weaker section of society.
Details of the CSR policy and projects or programmes undertaken by the Company are available on the website of
the Company www.lloydenng.com.
Composition of the CSR Committee: The Company has a CSR committee of directors comprising of Mr. Achin
Kumar Roy, Chairman of the Committee, Mr. Mukat Behari Sharma and Dr. Geeta Ajit Tekchand.
2.
Average net profit of the company for last three financial years for the purpose of computation of CSR:
Rs. 69.31 Crore.
3.
4.
a)
Total amount proposed to be spent for the financial year: Rs. 1.39 crore
b)
c)
5.
Manner in which the amount spent during the financial year is detailed below:
(1)
(2)
(3)
(4)
(5)
(6)
Projects or
programs
(1)Local area
or other
(2)Specify the
State and
district where
projects or
programs was
undertaken
Amount outlay
(budget)
project or
programs wise
(Rs. in Crore)
(7)
Amount spent on
the projects or
programs Subheads:
(1)Direct
expenditure on
projects or
programs
(2) overheads
(Rs. in Crore)
(8)
Cumulative
expenditure
up to 31st
March, 2015.
Amount spent
Direct or through
implementing
agency
Lloyd Play
School
Promoting
education
Elementary
education
Projects at
Tauru,
Haryana and
Jabalpur, M.P.
1.24
1.24
1.24
Through Pandit
Kanahaya Lal
Punj Trust,
implementing
Agency
Donation to
Promoting
Purkal
education
Development
Society
Donation by
Sponsoring a
Class VII
0.10
0.10
0.10
Direct
Health Care
PROBIOS
Health Care
PAN India
0.01
0.01
0.01
Direct
0.005
0.005
0.005
Direct
1.25
1.25
1.25
Promoting
preventive
healthcare
Donation for
172 Jacket for
J&K Flood
Relief
Total
6.
In case the company has failed to spend the two per cent of the average net profit of the last three financial
years or any part thereof, the company shall provide the reasons for not spending the amount in its Board
report: The budget has been allocated for Lloyd Play School, Jabalpur. As the establishment of school project is
multi year project, therefore, the remaining amount of Rs. 14 Lac has been used by school after March 31, 2015.
7.
Responsibility Statement
The CSR Committee confirms that the implementation and monitoring of the CSR activities of the Company are in
compliance with the CSR objectives and the CSR policy of the Company.
Brij Raj Punj
Chairman & Managing Director
[DIN: 00080956]
10
CIN
L29120RJ1987PLC012841
ii
Registration Date
10/11/1987
iii
iv
vi
Yes
vii
II.
% to total turnover of
the company
1
2
3
Air Conditioner
Coils, Radiators(Heat exchanger)
LED Tvs
28192
25123
26401
54%
29%
12%
III
Sl No
CIN/GLN*
HOLDING/
SUBSIDIARY/
ASSOCIATE
% OF
SHARES
HELD
APPLICABLE
SECTION
Wholly Owned
Subsidiary
100%
2(87)(ii)
Wholly Owned
Subsidiary
100%
2(87)(ii)
11
IV
Category of Shareholders
A. Promoters
(1) Indian
a) Individual/HUF 4,597,377
b) Central Govt. or State Govt.
c) Bodies Corporate
d) Bank/FI
e) Any other
SUB TOTAL:(A) (1)
(2) Foreign
a) NRI- Individuals
b) Other Individuals
c) Bodies Corporate
d) Banks/FI
e) Any other
SUB TOTAL (A) (2)
Total Shareholding of Promoter
(A)= (A)(1)+(A)(2)
% change
during the
year
Demat
Physical
Total
% of Total
Shares
Demat
Physical
Total
% of Total
Shares
4,597,377
13,055,019
17,652,396
4,597,377
13,055,019
17,652,396
13.02
36.96
49.98
4,597,377
13,055,019
17,652,396
4,597,377
13,055,019
17,652,396
13.02
36.96
49.98
17,652,396
17,652,396
49.98
17,652,396
17,652,396
49.98
1,911,828
1,911,828
1,911,828
1,911,828
5.41
5.41
60,000
56,506
2,856,013
2,972,519
60,000
56,506
2,856,013
2,972,519
0.17
0.16
0.17
0.16
2.67
3.00
5,756,799
-
3,700
-
5,760,499
-
16.31
3,406,156
-
3,700
-
3,409,856
-
9.65
(6.66)
-
6,105,005
339,858
6,444,863
18.25
5,699,193
325,847
6,025,040
17.06
(1.19)
2,244,607
87,400
2,332,007
6.60
3,638,075
87,400
3,725,475
10.55
3.95
300
114,920
254,480
589,767
67,200
-
300
114,920
321,680
589,767
0.00
0.33
0.91
1.67
224,690
354,079
580,907
66,100
-
224,690
420,179
580,907
0.64
1.19
1.64
(0.00)
0.31
0.28
(0.03)
15,065,878
498,158
15,564,036
44.07
293,198
14,196,298
483,047
293,198
14,679,345
0.83
41.56
0.83
(2.50)
16,977,706
498,158
17,475,864
49.48
17,168,817
483,047
17,651,864
49.98
0.50
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds
b) Banks/FI
C) Central govt
d) State Govt.
e) Venture Capital Fund
f ) Insurance Companies
g) FIIS
h) Foreign Venture Capital Funds"
i) Others (specify)
SUB TOTAL (B)(1):
(2) Non Institutions
a) Bodies Corporate
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding
nominal share capital upto Rs.1 lakhs
ii) Individuals shareholders holding
nominal share capital in excess of
Rs. 1 lakhs
c) Others (specify)
c-i) Public Trust
c-ii) Clearing Members
c-iii) NRI's/ OCB'c
c-iv) HUF
c-v) Qualified Institutional InvestorCorporate
SUB TOTAL (B)(2):
Total Public Shareholding
(B)= (B)(1)+(B)(2)"
C. Shares held by Custodian for
GDRs & ADRs
Grand Total (A+B+C)
8.09
8.42
192,000
192,000
0.54
16,000
16,000
0.05
(0.50)
34,822,102
498,158
35,320,260
100.00
34,837,213
483,047
35,320,260
100.00
12
Shareholders Name
No. of
shares
1
2
3
4
5
6
7
8
9
10
11
12
Shareholding at the
end of the year"
Shareholding at
the beginning
%
change in
share
holding
during the
year
% of total
% of shares No. of shares % of total
% of shares
shares of the
pledged
shares of the
pledged
company encumbered
company encumbered
to total
to
shares
total shares
3,713,520
3,315,005
3,304,133
1,653,416
1,617,983
1,553,994
10.51
9.39
9.35
4.68
4.58
4.40
3,713,520
3,315,005
3,304,133
1,653,416
1,617,983
1,553,994
10.51
9.39
9.35
4.68
4.58
4.40
1,068,845
814,600
261,600
255,200
94,000
100
3.03
2.31
0.74
0.72
0.27
0.00
1,068,845
814,600
261,600
255,200
94,000
100
3.03
2.31
0.74
0.72
0.27
0.00
17,652,396
49.98
- 17,652,396
49.98
17,652,396
13
% of total
shares of the
company
49.98
Cumulative Share
holding during the year
No of shares
% of total
shares of the
company
17,652,396
49.98
17,652,396
49.98
No Change
17,652,396
49.98
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)
Sl. No
Shareholding at the
beginning of the year
the Year
No. of shares
% of total
shares of
the company
No. of shares
Shareholding at the
end of the Year
% of total
shares of the
company
No. of shares
% of total
shares of the
company
2,979,175
8.43
(2,350,000)
(6.65)
629,175
1.78
1,744,828
4.94
(1,744,828)
(4.94)
1,014,478
2.87
( 922,965)
(2.61)
91,513
0.26
195,000
0.55
(194,999)
(0.55)
150,000
0.42
(150,000)
(0.42)
Value Fund *
6
Pankaj Bafna *
101,112
0.29
(66,212)
(0.19)
34,900
0.10
100,000
0.28
(100,000)
(0.28)
91,593
0.26
(4,563)
(0.01)
87,030
0.25
90,000
0.25
(90,000)
(0.25)
10
87,400
0.25
87,400
0.25
11
2,300,000
6.51
2,300,000
6.51
12
300,000
0.85
300,000
0.85
13
283,198
0.80
283,198
0.80
14
EM Resurgent Fund#
175,000
0.50
175,000
0.50
15
175,000
0.50
175,000
0.50
16
155,900
0.44
155,900
0.44
17
147,600
0.42
147,600
0.42
18
142,50
0.40
142,500
0.40
19
Dolly Khanna#
140,177
0.40
140,177
0.40
Note:
1)
The shares of the Company are in dematerialised form and traded on a daily basis, hence the date wise increase or decrease in the shareholding is
not indicated.
2)
* Top 10 Shareholders only as on 31st March, 2014, # Top 10 Shareholders only as on 31st March, 2015, '@' Common Top 10 shareholder as on 31st
March, 2014 and 31st March, 2015.
14
15
% of total
shares of the
company
Cumulative Shareholding
during the year
No of shares
% of total
shares of the
company
1,617,983
4.58
1,617,983
4.58
No Change
1,617,983
4.58
1,617,983
4.58
8,14,600
2.31
8,14,600
2.31
No Change
8,14,600
2.31
8,14,600
2.31
No Change
-
No Change
-
1,000
0.003
1000
0.003
No Change
1,000
0.003
1000
0.00
No Change
-
V INDEBTEDNESS
(` in Lacs)
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans
excluding
deposits
Indebtness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
Additions
Reduction
Net Change
Indebtedness at the end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Unsecured
Loans
Deposits
Total
Indebtedness
61,670.11
202.28
61,670.11
202.28
61,872.38
61,872.38
10,069.32
10,069.32
2,109.96
2,109.96
71,739.42
2,109.96
158.42
12,179.28
12,179.28
73,849.39
158.42
71,897.84
2,109.96
74,007.81
(` in Lacs)
2
3
4
Particulars of Remuneration
Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income Tax. 1961. *
(b) Value of perquisites u/s 17(2) of the
Income tax Act, 1961
(c ) Profits in lieu of salary under section
17(3) of the Income Tax Act, 1961
Stock option
Sweat Equity
Commission
as % of profit
others (specify)
Others, please specify
Total (A)
Ceiling as per the Act (@ 10% of profits
calculated under Section 198 of the
Companies Act, 2013)
Bharat Raj
Punj
Mukat B.
Sharma
Achin Kumar
Roy
Nipun
Singhal
Total
Amount
48.00
36.00
24.60
67.20
36.00
211.80
24.00
18.00
13.80
24.13
0.20
80.12
72.00
54.00
38.40
93.58
184.90
72.72
108.92
166.29
458.21
1,030.22
16
B.
1
C.
(` in Lacs)
Sl.No
Particulars of Remuneration
Independent Directors
Geeta Ajit
Tekchand
0.60
Ramesh Kr.
Vasudeva
0.60
Total
Amount
3.00
0.30
0.75
0.75
0.60
0.60
3.00
0.30
0.75
0.75
0.60
0.60
3.00
461.21
1,133.24
2
3
4
CEO
Total
10.68
10.68
12.47
12.47
23.15
23.15
*Mr. Mukat Behari Sharma is the Wholetime Director & CFO of the Company.Thus, CFOs salary is shown in point VI A above.
Section of the
Companies Act
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
Brief
Description
Details of
Penalty/Punishment/
Compounding fees
imposed
Authority
(RD/NCLT/Court)
Appeal made
if any (give
details)
NA
NA
NA
17
The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii)
The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v)
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(SEBI Act):(a)
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
(b)
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c)
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d)
The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999; (Not Applicable as the Company has not issued any Stock options)
18
(e)
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. The
Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012
and Listing Agreement for Debt Securities; (Not Applicable as the Company has not issued any debt
securities)
(f )
The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client;
(g)
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not
applicable); and
(h)
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable as the
Company has not bought back any security).
b)
I have also examined compliance with the applicable clauses of the following:
1.
Secretarial Standards issued by The Institute of Company Secretaries of India. (Not applicable for the period
under review)
2.
The Listing Agreements entered into by the Company with the Bombay Stock Exchange Ltd. (BSE) and
National Stock Exchange of India Ltd.(NSE).
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act.
Adequate notices are given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance (the compliance of sending agenda at least seven days advance was not applicable
during the year under review), and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views are captured and recorded as part of the
minutes (during the year under review there was no instance recorded in the minutes where any director has
dissented to any particular resolution).
I further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I report further that during the audit period of the Company, the Company has
a.
19
obtained approval of the shareholders to create, offer, issue and allot, from time to time, in one or more
tranches, up to 60,00,000 warrants (convertible into 1 equity share against each warrant) on preferential basis
under provisions of Section 62 (1) (c) of the Companies Act, 2013 by way of postal ballot, the result of which
was announced on 07.03.2015.
b.
issued and allotted 60,00,000 convertible warrants at a price of Rs. 152/- per warrant (convertible into
equivalent number of equity shares) on March 13, 2015 to promoters / promoters group in pursuance of
above said shareholders resolution and in-principle approval granted under clause 24(a) of the Listing
Agreement by National Stock Exchange (NSE) vide its letter no. NSE/LIST/15772 dt. 24.02.2015 and Bombay
stock Exchange (BSE) vide its No. DCS/PREF/PS/PRE/762/2014-15 dt. 03.03.2015.
SANJAY CHUGH
COMPANY SECRETARY
FCS No: 3754
C.P.NO. 3073
Note : This report is to be read with our letter of even date which is annexed as ANNEXURE A and forms an integral
part of this report.
ANNEXURE A
To,
The Members,
Lloyd Electric and Engineering Ltd.
A-146,B and C,
RIICO Industrial-Area, Bhiwadi,
Alwar, Rajasthan-301019
Our report of even date is to be read along with this letter.
1.
Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the
company
4.
Where ever required, we have obtained the Management representation about the compliance of laws, rules
and regulations and happening of events etc.
5.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.
SANJAY CHUGH
COMPANY SECRETARY
FCS No: 3754
C.P.NO. 3073
20
N.A.
b.
Nature of contracts/arrangements/transactions
N.A.
c.
N.A.
d.
Salient terms of the contracts or arrangements or transactions including the value, if any
N.A.
e.
N.A.
f.
N.A.
g.
N.A.
The Company has not entered into any contract or arrangement or transaction with its related parties which is not
at arms length during financial year 2014-15.
2.
N.A.
b.
Nature of contracts/arrangements/transactions
N.A.
c.
N.A.
d.
Salient terms of the contracts or arrangements or transactions including the value, if any:
N.A.
e.
N.A.
f.
N.A.
During the year under review, no material transactions, contracts or arrangements as defined under the listing
agreement or which were above the threshold limits mentioned under Rule 15 of the Companies (Meetings of
Board & its Powers) Rules, 2014, were entered with the related parties by the Company. For details on related party
transactions, members may refer to the notes to the standalone financial statement.
21
A. CONSERVATION OF ENERGY
Sustainability at Lloyd involves the awareness that a greener, healthier planet is the best legacy we can leave for our
future generations and for our business. The Company has embedded a policy of reduce, reuse and recycle across
all its processes. Companys technical staff and engineers are trained to identify energy-saving opportunities and
consistent efforts to improve performances have resulted in considerable reduction in the use of energy and
natural resources .Your Company has taken appropriate measures for environment protection by adopting green
and clean technologies and designing pollution control infrastructure to achieve discharge and emissions within
the statutory limits
A few initiatives taken by your Company towards energy conservation during the year under review:
Use of electrical equipments with high energy efficiency and low anti-environment emissions.
Enhancement of Paint facility automatic reciprocator installed to improve powder paint quality, save
wastages of powder paint and save on human resources.
Partition has been added on both side at powder curing oven to reduce energy loss.
Use of portable air compressor during partial load condition to conserve energy.
Reduced carbon footprints and initiatives taken to continuously monitor waste generation and constantly
improve effluent waste treatment plants across all our manufacturing units.
Steps taken for utilizing alternate sources of energy
Wind operated powerless ventilators for plant ventilation in Pantnagar manufacturing plant.
Sky lights being used instead of powered lights on First Floor manufacturing line in Pantnagar.
B.
22
breakthrough technologies that will create new business for Lloyd. Training is imparted to technical staff as an
ongoing process.
C.
Development of energy efficient models ranging from 2/3/5 star rated split air conditioners as per the new
BEE standards.
Developed and qualified Window AC product with CB certification for UAE market
Development of new generation PLC based controllers for metro rail HVAC units
Development of Heat and Cool Split AC with R-410A refrigerant for CIS countries
Development of Roof Mounted packaged Units with environment friendly refrigerants for LHB and
conventional coaches of Indian Railways.
Benefits derived as a result of above R&D
The development of new products has helped the company to remain at the top of cutting edge technology and
has resulted in continuity of our relationship with key customers. Having a diverse product portfolio with star rated
products helped the Company in improving the market share. Your Company enhanced its customer base with
some of the leading Indian and Overseas brands.
Expenditure incurred on Research and Development
Capital Expenditure:Taken as Fixed Assets and depreciation is provided accordingly.
Revenue Expenditure: Charged out of expenses through the respective heads of accounts.
D.
23
46.31
185.18
865.54
623.90
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are given below:
1.
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company
for the year 2014-15:
Sl. No. Name of the Directors
Designation
Ratio
27:1
Executive Director
20:1
14:1
68:1
40:1
The Non-Executive Independent Directors of the Company are entitled for sitting fees and reimbursement of
expenses as per the statutory provisions and are within the prescribed limits. The details of sitting fees of
independent directors are provided in the Corporate Governance Report forms a part of the Annual Report.
2.
The percentage increase in remuneration of each director, chief executive officer, chief financial officer,
company secretary in the financial year:
Sl. No.
Designation
Remuneration
paid during
2013-14
(Rs. in lacs)
Remuneration
paid during
2014-15
(Rs. in lacs)
Executive Director
Increase*
144.94^
72.00
No increase
45.24*
58.32
33%
38.07
41.34*
7%
86.83
94.77*
8%
60.26
40.51*
8%
Company Secretary
21.43
23.15
8%
^ includes benefit of Key Man Insurance policy of Rs.71.44 Lac which has been assigned during the previous year.
* % increase does not include payment made towards leave encashment, payment of past arrears and perquisites yet to be
claimed after the date of balance sheet pertaining to financial year .
#Additionally, during financial year 2014-15, Mr. Achin Kumar Roy and Mr. Nipun Singhal have been paid performance based
commission with the approval of shareholders. Details of remuneration paid is given in corporate governance report
There is no change in sitting fees of the Non-Executive Independent Directors during the FY 2014-15.
3.
The percentage increase in the median remuneration of employees in the financial year:
The percentage increase in the median remuneration of employees in the financial year was around 8%.
4.
5.
The explanation on the relationship between average increase in remuneration and company performance:
On an average, employees received an increase in remuneration of 6%-8%. The revenue grew by 27.7% as
compared to last year.The Profit before tax registered a growth of 26% and Profit after tax (PAT) registered growth of
7.3% as compared to last year.
24
The increase in remuneration of employees is in line with the market trends and closely linked to corporate
performance, business performance and individual performance.
6.
Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;
In the financial year 2014-15, revenue of the company registered an increase of 27.7% and Earnings before Interest,
Tax, Depreciation and Amortization (EBITDA) is higher by 21% as compared to last year. The aggregate increase in
salary for Executive Directors and other KMPs was 10.6% in FY 2014-15 over Financial Year 2013-14 (excluding the
performance based commission paid to two executive directors as stated in point 2 above).
7.
Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the
current financial year and previous financial year and percentage increase over decrease in the market
quotations of the shares of the Company in comparison to the rate at which the Company came out with the
last public offer:
The Company had made last Right issue in June, 1996 at the price of Rs.15 per equity share. The market
quotations/price of the shares of the Company as at 31 March, 2015 on BSE as compared to the right issue price
increased by 1,188%.
Particulars
Variation
193.20
55.85
246%
682.38
197.26
246%
8.36
2.60
222%
Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration
The average increase in percentile of salaries of employees other than managerial personnel in 2014-15 was 6%-8%.
Percentage increase in the managerial remuneration for the year was 11.2% (excluding commission paid during
the year to two directors)
9.
Comparison of remuneration of each of the Key Managerial Personnel against the performance of the
Company
The % of the remuneration of each KMP to the Profit After Tax(PAT) is given below:
25
Designation
0.88%
Executive Director
0.71%
0.51%
2.36%
1.39%
Company Secretary
0.29%
Percentage as PAT
10. The key parameters for any variable component of remuneration availed by the directors:
The Company pays commission / incentives to the executive directors within the ceiling of 1% of the net profits of
the Company as computed under the applicable provisions of the Companies Act, 2013 and approved by the
shareholders. The said variable portion of remuneration of the executive director is linked to achievement of
corporate goals.
During the financial year, the Company has paid performance linked commission / incentive to Mr. Achin Kumar Roy
and Mr. Nipun Singhal, Whole time Directors of the Company which was recommended by Nomination &
Remuneration committee and duly approved by the shareholders. The details of incentive are provided in the
Corporate Governance Report forms a part of the Annual Report.
11. the ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but
receive remuneration in excess of the highest paid Director during the year: Not applicable.
12. Affirmation that the remuneration is as per the remuneration policy of the company: Yes, the remuneration is
as per the Remuneration Policy of the Company.
B.
The information required under Section 197 of the Act read with rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are given below:
A.
Employed throughout the financial year, was in receipt of remuneration for that year which, in the
aggregate, was not less than Rs. 60,00,000/-
Whether any
such
employee is
a relative of
any director
or manager
of the
Company
Managing
Director
72,00,000
Permanent
Engineering
Graduate
from United
Kingdom
10.11.1987
69
4.58%
Yes
Whole Time
Director
1,92,96,696
Permanent
B. Tech
09/10/1996
65
Eicher
Motors Ltd.
0.00%
No
Mr. Nipun
Singhal
Whole Time
Director
1,13,23,500
Permanent
B. Tech
21/09/2008
44
Videocon
Industries
Ltd.
NIL
No
B.
Employed for part of the Financial year, was in receipt of remuneration for any part of that year, at a rate which, in the
aggregate, was not less than Rs. 5,00,000/- per month: NIL
C.
Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing
director or whole time director or manager and holds by himself or along with his spouse and dependent children,
not less than 2% of the equity shares of the Company: NIL
Date: 28.05.2015
Place: New Delhi
26
27
Globally, Commercial HVAC has been picking up following the recovery of construction industry in Europe. The segment
is largely impacted by government regulations, which will probably bolster the demand for HVAC equipment in coming
years due to forced replacement of old technologies. Large market growth has been observed in the segment of close
control AC related to the need for new data centers and in the area of heat recovery, which is driven by tightening limits
for energy efficiency.
Railway HVAC segment continues steady growth with demand driven from both inside and outside of Europe. Railway
transportation has been going through restored interest in Europe, which leads to increased demand also for HVAC
equipment. Market is expected to grow in the next years not only for new rolling stock production but also for retrofits.
Industrial Cooling has been slowing down due to difficult times of energy industry related to the declining energy prices
and budget cuts in majority of European countries. Growing share of the demand comes nowadays from export markets,
particularly from Middle East. Some opportunities will however come from refurbishments of older equipment and
there are also few active projects for new power plants in Europe waiting for governments green light.
BUSINESS OVERVIEW
Your Company has been present in the air conditioning industry for more than two decades, which has helped in
understanding the changing needs and demand of customers in India. With an in-depth understanding of efficient
manufacturing processes with cutting edge technology, Lloyd continues to deliver wide range of products and
industrial solutions to its customers across the country and overseas.
On the Standalone basis, your Company derived 54% of its total revenue from the sales of air conditioners to OEM, retail
customers and packed air conditioning.
The Company is the largest manufacturer of evaporator and condenser coils for air conditioners and heat exchangers/
radiators serving the entire spectrum of Heating, Ventilation, Air Conditioning and Refrigeration (HVAC&R) Industry. Our
Company is also an original equipment manufacturer (OEM) supplier to manufacturers of air-conditioners in India, and
provides customized air-conditioning solutions for institutional clients like Railways, Metro Rail etc. Since 2011, your
company has also ventured into Consumer Durable Business, under Lloyd Brand
Your Company is vertically integrated across HVAC value chain from manufacturing the heat exchanger / coils,
components, air conditioners to selling to OEMs as well as under Lloyd Brand, thereby providing an end to end
solution in the air conditioning space.
Fully-Integrated across HVAC value chain
International
PresenceJanka Engineering s.r.o.
Fully Integrated across
HVAC value Chain
Coils
& Heat
Exchangers
Coils
& Heat
Exchangers
AC Manufacturing
Consumed in
AC manufacturing
Sale
Air-conditioning &
refrigeration product
manufacturers
Sale
Other
OEMs
Sale
Retail consumers
28
29
CONSUMER DURABLE
SEGMENT
30%
47%
23%
On the Subsidiaries front, Lloyd Coils Europe s.r.o. (LCE) sales increased by 6% from previous year and reached Euro 35.3
Million. EBITDA was at solid Euro 3.9 Million (11% of sales) and PBT reached nearly Euro 2.6 Million. During the year, LCE
has substantially increased market share in the segment of close control air-conditioning and became a key partner to
customers Emerson and Stulz, which are top leaders in this segment. With this step LCE continues its strategy to focus on
market segments and customers demanding more complex products, high quality and top service level. LCE plans to
further expand in the segment of large coils for close control AC, industrial and process cooling applications or large
condensers. Other market under focus is segment of display cabinets. Geographically LCE will focus on Germany, Italy
and also on Middle East market.
On the other hand, Janka Engineering s.r.o. (Janka) achieved sales of Euro 14.8 Million, which is a growth of 24% from
previous year, due to increased sales from Railway HVAC segment. Despite the significant sales growth, company has
suffered a loss of Euro 1.0 Million at EBITDA level. This was caused mainly by low margin level on AHUs, reduced share of
ICL sales, as well as increased cost for sales and marketing activities. Towards the end of the fiscal year company has
already implemented 5-8% price increase across the AHU range, which is effective for all new projects.
During the year Janka also entered West-European market and appointed commission based sales partners for Germany
and Switzerland. New team was built during the year to boost sales of ICL (Industrial Cooling), in the field of energy,
chemical and railway industry. In the segment of Rail HVAC, Janka secured two projects from Skoda Transportation and
will deliver HVAC units to Skodas trams for city Bratislava and Prague. First enquiries have been also received from Polish
rolling stock manufacturers Pesa and Solaris.
In the Air Handling Unit segment Janka managed to succeed in many tenders mainly for high end applications, such as
hospitals (in Central Europe, Russia and in Gabon), automotive plants (Toyota in Russia, BarumContinental in CZ) or for
special environments (Lukoil refinery in Russia).
FINANCIAL HIGHLIGHTS
On the standalone basis, revenue of your Company stood at Rs.1834.96 crore as against Rs.1439.69 crore during the
previous year, registering an increase of 27%. Earnings before Interest, tax, depreciation and amortization (EBITDA) were
Rs.229.84 crore as against Rs.189.58 crore, higher by 21%. The Profit before tax(PBT) was Rs.103.02 crore as against
Rs.81.77 crore in the previous year, registering a growth of 26%.Profit after tax (PAT) for the year was Rs.81.64 crore
registered a growth of 7.3% over the PAT of Rs.76.09 crore in previous year.
On consolidated basis, revenue from operations for the financial year 2014-15 at Rs.2172.67 crore as against Rs. 1775.96
crore for FY 2013-14, registering an increase of 22 %. EBITDA was Rs.245.59 crore as against Rs.214.29 crore, higher by
14.6%. The PBT was Rs.111.11 crore as against Rs.97.03 crore in the previous year, registering a growth of 14.5%.However,
the PAT for the year was Rs.88.41 crore as against Rs.89.12 crore in previous year. The marginally lower PAT was mainly on
account of extra tax provisioning as against the previous year, wherein due to deferred tax credit, the aggregate tax
expense was reduced.
30
EXPORTS
The Company plans to expand its capacities to meet with the growing demand of air conditioners in India. Besides OEM
supplier to domestic brands, the Company also supplies air conditioners as OEM to major brands in Middle East, Nepal, Sri
Lanka. For the heat exchangers, the Company is focusing on US and European market by providing value added products
across all categories. The Company has also developed air conditioner with CB certifications for UAE market. New
products have been developed for T3 conditions for Saudi Arabia Market with SASO certification. Being IRIS
(International Railway Industry Standard) certified, the company is also exploring opportunity with the international
rolling stock manufacturer for the HVAC system
In the endeavor to increase its presence in US, the company has also appointed a sales representative in Texas, US.
OPPORTUNITIES & OUTLOOK, THREAT & CONCERNS
OPPORTUNITIES
India is expected to become the fifth largest consumer durables market in the world by 2025. The consumer electronics
market is expected to increase to US$ 400 billion by 2020.The production is expected to reach US$ 104 billion by 2016.
The sector is expected to double at 14.7 per cent compound annual growth rate (CAGR) to US$ 12.5 billion in FY15 from
US$ 6.3 billion in FY10.
89.0%
85.0%
70.0%
60.0%
60.0%
21.0%
0.0%
3.0%
Washing machine
Air conditioners
India
Television
Global average
Drivers of growth:
Market penetration
s
Increasing levels of income, and urbanization
s
India remains an underpenetrated market, with sub-par
levels as compared to the global averange.
s
Improved affordability of products, with India
centric product introductions
s
Product innovations and availability of new
variants of products
s
Easy consumer finacing as retailsers offer
attractive financing option
s
Rise in the share of organized retail
31
s
Local consumption and market penetration needs to be
driven through primary sales (first time purchase) as
compared to secondary (replacement) sales, which is
predominant in the urban market.
s
Reductionin the total cost of ownership remains key to
growth.
Availability of
easy financing
schemes
Strong policy
support
Growing
presence of
organised retail
Increasing
consumer base in
rural area
The demand of consumer durables products are growing at brisk pace in urban as well as rural markets and one of the
key enablers of this growth has been the increasing penetration of organized retail. Though, there are established
distribution networks in both rural and urban India, the presence of well-known brands and organized sector is
increasing. Unorganized retailers dominated consumer durables segment and the penetration of modern retail is
around 12 percent in consumer durables segment. This scenario is, however, changing as huge growth potential is
attracting large corporate organizations to expand their retail operations into this territory. Furthermore, shopping malls
are becoming more common in domestic cities, and according to plans announced by key developers of the country,
large number of new malls is expected over the next few years.
Further, organized retailers are also using E-commerce to expand their business.With the increase in organized shopping
malls, Indian customers will have a far larger number of attractive, comfortable, brand-conscious outlets in which to shop.
This will have a positive impact on the consumer durables industry, as organized retailing would not only streamline the
supply chain, but also facilitate increased demand, especially for high-end and branded products.
Although, over 60 percent of the countrys population resides in rural India, it represents only 35 percent of the total
domestic sale. India is still an urban centric market with around two-thirds of the total domestic demand of the consumer
appliances triggered by the top 40 cities of the country. However, the ratio of demand is transforming on the back of
growing demand in rural markets. Growing rural income with higher non-farm income, increasing availability of power,
rising product awareness through advertising and customized products for rural consumers are the major factors for
such a tremendous change in the purchasing power of the rural customers. Lower penetration of durables in rural market
is also generating huge demand for first time buyers in that market which is a big opportunity of durables manufactures.
Rural Consumer durables market is growing by average annual growth rate of around 30 percent and thus the
manufactures are also increasing their distribution networks to rural towns so that they can tap these markets as well.
Furthermore, various companies are coming up with customized products which suits for rural demand. Rural consumer
durables market is expected to post much faster growth than the urban markets in future and its share is expected to
reach near 45 percent in near future.
In order to boost the domestic consumer durables sector, the government of India (GoI) has taken various initiatives like
easing duty rate and providing more benefits under the EPCG, EHTP schemes. Excise duty for manufactures reduced to
12 percent and basic customs duty on important products as well as key raw materials eased to 10 percent. Further, excise
duty has been reduced to 6 percent on LED lamps and LEDs required for manufacture of such lamps. 100 percent FDI is
permitted in electronics hardware-manufacturing through automatic route. Under Electronic Hardware Technological
Park (EHTP) scheme, the government increased the number of incentives such as duty waivers and tax incentives to
companies which replace certain imports with local manufacturing. Furthermore, Export Promotion Capital Goods
(EPCG) allows import of capital goods on paying 3 percent customs duty.
In the Packaged HVAC systems, we are approved to bid for the international Railway jobs for the supply of air
conditioning and ventilation units to the international rolling stock manufacturer. This provides us an edge over our
competitors in India as we are amongst the few Indian Companies to be IRIS certified. There is a huge potential in the
Defense segment, which is untapped.
Management Discussion & Analysis
32
a)
Increasing Competition:
The consumer durable market has been transformed by the entry of over a dozen new brands and thus the
competition among players has intensified. Growing competition among players has forced them to spend
more on advertisement and also lessen their pricing power, thereby lowering industry margins.
b)
c)
d)
e)
Because of BEE standards of Energy efficiency, the specifications of all Air conditioners have gone up which
results in to cost increase for new product development.
f)
Air conditioner is seasonal product therefore delayed/ short duration summer affects the overall business
performance
g)
Indias core inflation has gone up significantly over the past few years. Thereby input costs of raw material
especially of Aluminum, Copper and Sheet Metal has gone up and has led to reduction of margins. Increasing
freight cost and operational costs have led to increase in overall cost of the products.
Outlook
India is an emerging economy and thus the domestic market is fast moving towards durables products. With the
constant rise in disposable income of people, the importance of high end products is growing in India. Consumer
durables industry has been growing at a fast pace. Factors like easy availability of finance, growth in consumer base of
rural sector, fall in prices due to increased competition and the growth of media have become key growth drivers for
industry. Besides, massive untapped potential in both rural and urban areas also present a remarkable growth
opportunity for industry players. Given these factors, a good growth is projected for industry in the near and medium
term future, too. Though, the manufactures are witnessing increasingly demanding customers and intensely
competitive rivals, more investments in the sector are likely to flow in and the share of organized sector will also grow
rapidly. However, as consumer preference is changing rapidly, there is need for industry players to become more
observant and better prepared to make strategic decisions.
RISK
Risks which could impact the Company relate to exchange rates, interest rates, credit risks and volatile commodity prices
risks as well as operating risks, arising out of high input costs, especially in the case of fixed price contracts and changes in
technology which impact the Companys product offerings. In addition, a general slow- down in the global and local
economy tends to aggravate risks faced by the Company. All such risks are periodically identified and assessed in terms
of the Companys risk management framework and appropriate action is undertaken to minimize and mitigate the
impact. Risks and the effectiveness of the risk management process are also periodically reviewed by the senior
management and the Board.
33
CONCERNS
The possibility of a slow -down in economic growth due to the need to bring inflation under control are cause for concern
and this could impact the growth of the Company to some extent in the coming year. The Company will, however,
continue to remain vigilant and will proactively take steps to mitigate the adverse impact, if any, arising out of these
concerns. The strong fundamentals of the Company and its sound financial base places it in a strong position to face the
vagaries of the market and the overall uncertain economic scenario.
HUMAN RESOURCE
The Company strongly believes in nurturing talent within the Company. In line with this belief, the Company has put in
place several initiatives that focus on leadership and talent development across grades.We have built a robust leadership
bench not only at the senior management level but also for all critical positions up to the middle management level and
frontline roles in sales, service & operations. The Company continues to strive at providing employees with a rewarding,
productive and successful association. The Companys HR strategies are aimed at finding a balance between employees
goals and aspirations with those of the Company.
The Company does not engage in any form of child labour/forced labour/involuntary labour and does not adopt any
discriminatory employment practices. The Company has policy against sexual harassment and a formal process for
dealing with complaints of harassment or discrimination. The said policy is in line with Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder.The Company, through the policy
ensures that all such complaints are resolved within defined timelines. During the year, no case was reported.
The total permanent staff strength of the Company as on 31 March, 2015 stood at 1,168.
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies
Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been
appended as Annexure to the Board Report.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations or
predictions may be forward looking statement within the meaning of applicable securities laws and regulations. Actual results could differ
substantially and materially from those expressed or implied. Important factors that could make a difference to the Companys operations
include economic conditions effecting demand/supply and price conditions in the domestic and price conditions in the domestic and
overseas markets in which the company operates, changes int the government regulations, tax laws and other statutes and other incidental
factors.
34
I.
Corporate Governance goes beyond the practices enshrined in the laws and is imbibed in the basic business ethics and
values that needs to be adhered to in letter and spirit. However a transparent, ethical and responsible Corporate
Governance framework essentially emanates from the intrinsic will and passion for good governance ingrained in the
organization.
At Lloyd, Corporate Governance practices aim to adhere to the highest governance standards through continuous
evaluation and benchmarking. Hence, they are based on the following broad principles:
Our corporate governance framework ensures effective engagement with our stakeholders and helps us evolve
with changing times;
We believe that an active, well-informed and independent board is necessary to ensure the highest standards of
corporate governance. At Lloyd, the Board of Directors is at the core of our corporate governance practice and
oversees how the Management serves and protects the long-term interests of our stakeholders;
Adopt transparent procedures and practices and arrives at decisions based on adequate information;
Ensures compliance with regulatory and fiduciary requirements in letter and spirit;
Offers high levels of disclosures to disseminate corporate, financial and operational information to all stakeholders;
Creates various committees for audit, senior management compensation, HR policy and management
35
Ensures complete and timely disclosure of relevant financial and operational information to enable the Board to
play an effective role in the guiding strategy.
Keeps in place a well-defined corporate structure that establishes checks and balances and delegates decision
making to appropriate levels in the organization though the Board remains in effective control of affairs at all times.
Good governance is about doing the right things in the right way for the Company and its Stakeholders. This has always
been our priority.
II.
BOARD OF DIRECTORS
Board of Directors is the apex body constituted by the shareholders entrusted with the ultimate responsibility of
the management, general affairs, direction and performance of the Company. The Board provides and evaluates
strategic direction to the Company, management policies and their effectiveness and ensures that the long-term
interests of the shareholders are being served. Your Board of Directors (the Board) comprises of eminent persons
with considerable professional experience and expertise in diverse fields.
Composition
1.
Your Company has a broad-based Board of Directors, constituted in compliance with the Companies Act, 2013
and listing agreement prescribed by stock exchanges and in accordance with good corporate governance
practices. The Board of Directors of the Company comprises of optimum combination of Executive & NonExecutive Independent Directors. The Chairman is an Executive Director. During the Financial Year 2014-2015,
the Board comprised of Ten Directors, of which five were Non-Executive Independent Directors.
2.
Independent directors are non-executive directors as defined under Clause 49 of the Listing Agreements
entered into with the Stock Exchanges and confirmed that A they meet the criteria of independence as
mentioned under clause 49 of the Listing Agreement and Section 149 of the Act.
3.
None of the Directors on the Board are Members of more than ten Committees or Chairman of more than five
Committees across all the companies in which they are Directors. Necessary disclosures regarding
directorship and Committee positions in other public companies as on March 31, 2015 have been made by the
Directors.
Board Meetings
During the year under review, five (5) board meetings were held on the May 29, 2014, August 8, 2014, November 10,
2014, December 22, 2014, January 28, 2015.
The necessary quorum was present for all the meetings. The intervening period between two Board Meetings was
wellwithin the maximum time gap of 120 days, as prescribed under Code of Corporate Governance.
36
Composition, Category and Attendance of Directors at Board Meetings, Last Annual General Meeting and number of other
Directorships and chairmanships/memberships of Committees of each director in various companies as on March 31, 2015
are as follows:
S. No Name of the
Directors
Category of
Directorship
No. of
Directorships
in other Public
Companies #
No. of Committees
Positions held in
other Public
Companies@
Chairman
Member
1.
Chairman and
Managing
Director
Yes
2.
Executive
Director
Yes
3.
Whole Time
Director
Yes
4.
Whole Time
Director
Yes
5.
Whole Time
Director
6.
Non-Executive
Independent
Director
Yes
7.
Non-Executive
Independent
Director
8.
Non-Executive
Independent
Director
Yes
9.
Non-Executive
Independent
Director
10.
Non- Executive
Independent
Director
Notes:
#other directorships do not include directorships in private companies, foreign companies, companies under section 8 of the
Companies Act, 2013.
@ Includes only Audit Committee and Shareholders/Investors Grievance Committee of Public Limited Companies.
*appointed w.e.f. 29.05.2014.
During the Financial year ended March 31, 2015 none of the Non-Executive Directors have any material pecuniary
relationship or transactions with the Company. Thus the requirement of clause 49, pertaining to the independence of
Non-Executive Directors has been duly complied with.
During the year 2014-15, information as mentioned in Annexure 1A to Clause 49 of the Listing Agreements has been
placed before the Board for its consideration.
37
To oversee the Companys financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;
To recommend the appointment, remuneration and terms of appointment of auditors of the Company;
To review with the management, the annual financial statements and auditors report thereon before
submission to the board for approval, with particular reference to:
To review with the management, the quarterly financial statements before submission to the Board for
approval;
To review with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
To approve the appointment of CFO after assessing the qualifications, experience and background, etc. of the
candidate.
During the year under review Audit Committee comprised of 3 members, out of which 2 were Independent
Directors. Ms. Anita K. Sharma, Company Secretary acts as the secretary to the Committee. Mr. Surjit Krishan Sharma,
Chairman of the Audit Committee was present at the last AGM.
During the year under review, four (4) audit committee meetings were held on May 29, 2014, August 8, 2014,
November 10, 2014 and January 28, 2015.
38
Designation
Category of Director
No. of Meetings
No. of Meetings
held
attended
Chairman
Member
Member
Member
*Mr. Achin Kumar Roy, Member of the Audit committee ceased to be the Member of the Committee and in place of him
Mr. Mukat B. Sharma, Whole Time Director of the Company appointed as member of the Audit Committee w.ef. 29-05-2014.
To formulate the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel
and other employees;
The level and composition of remuneration is reasonable and sufficient to attract, retain and motive
directors of the quality required to run the Company successfully;
Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate to
the working of the Company and its goal
39
To identify persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, recommend to the Board their appointment and removal.
During the year under review, three (3) committee meetings were held on May 29, 2014, November 10, 2014 and
January 28, 2015.Adequate Quorum was present at all the meetings.
As on March 31, 2015, the Composition and attendance of the members at the meetings were as follows:
Name of Director
Designation
Category of Director
No. of Meetings
No. of Meetings
Held
attended
Chairman
Member
Member
Director
Mr. Ajay Dogra was inducted as a member of the Committee w.e.f. 29.05.2014 after the sad demise of Mr. Krishan Lall on
09.03.2014
A.
Remuneration Policy
The Nomination and Remuneration Committee recommends to the Board the compensation package of the
Executive Directors/KMPs and also the compensation payable to the Non- Executive Directors of the Company in
accordance with the provisions contained in the Act.The Non-Executive Directors are paid sitting fees for attending
the Meetings of the Board of Directors and Committees within the ceiling prescribed by the Central Government
The key components of the Companys Remuneration Policy are:
1.
This Policy concerns the remuneration and other terms of employment for the Lloyds Executive Team. The
members of the Executive Team, including the Managing Director, Key Managerial Personnel, Whole Time Directors
and Executive Directors are hereinafter referred to as the Executives. The broad terms governing their
remuneration
Guiding principles for remuneration and other terms of employment: The guiding principle is that the
remuneration and the other terms of employment for the Executives shall be Competitive in order to ensure
that the Lloyd group can attract and retain competent Executives.
The principles for fixed salaries and variable salary: The Nomination and Remuneration Committee shall
recommend the remuneration structure of the Executives based on various factors such as industry
benchmarks, the Companys performance, experience and expertise of the Executive, responsibilities
shouldered by him, his contributions in bringing strategic upsurges and other economic factors appropriate
to the working of the Company and its long term goals. The remuneration may be paid as salary, perquisites,
allowances, incentives and commission (Fixed or variable Component) within the overall ceiling approved by
the Shareholders of the Company.
Annual Enhancement of Remuneration: The annual enhancement in remuneration of the executives shall be
within the salary scale approved by the Shareholders of the Company.
2.
The Non Executive and Independent Directors shall be paid sitting fees of Rs. 15,000/- for attending each
meeting of the Board, which may be revised from time to time within the overall limits specified by the
Companies Act, 2013.
The Company shall reimburse out-of-pocket expenses to Directors for attending the meeting held at a City
other than the one in which the Director resides.
40
Evaluation Criteria:
The Company has put in place the system for annual evaluation of Board as a whole, its committee and directors.
The performance of the Board will be evaluated by the Board after seeking inputs from all the directors on the basis
of the criteria such as the Board composition and structure, board meetings and effectiveness of board processes,
information and functioning, etc. The performance of the committees will be evaluated by the board after seeking
inputs from the committee members on the basis of the criteria such as the compliance with the terms of reference
of the Committees, composition of committees, functions and duties, committee meetings & procedures, etc.
The Board and the Nomination and Remuneration Committee (NRC) reviews the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the Board and committee
meetings, attendance, independent judgement etc. In addition, the Chairman will also be evaluated on the basis of
criteria such as leadership, managing relationship, conducting board meetings etc.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the
board as a whole and performance of the Chairman will be evaluated, taking into account the views of executive
directors and non-executive directors.
Details of Remuneration paid to directors during the FY 2014-15:
Executive Director
S. No.
Salary(Rs.)
Perquisites and
other benefits (Rs.)
Commission /
Incentive
Provident
Fund(Rs.)
Total(Rs.)
1.
72,00,000
7,200,000
2.
54,00,000
4,32,000
58,32,000
3.
81,60,000
9,72,793
93,57,503
8,06,400
1,92,96,696
4.
36,19,680
2,20,000
2,95,200
41,34,880
5.
3,600,000
19,800
72,71,700
4,32,000
1,13,23,500
1.
2.
3.
The above excludes the provisions for gratuity and leave encashment, as the same is calculated on overall company basis.
V.
Sitting Fees(Gross)(Rs.)
Total(Rs.)
75,000
75,000
60,000
60,000
60,000
60,000
75,000
75,000
30,000
30,000
41
To consider and resolve the grievances and request of the shareholders and other security holders of the
Company pertaining to transfer/transmission of shares, non-receipt of Annual Reports, non-receipt of
dividend, dematerialization/ dematerialization of shares, issuance of duplicate share certificates, etc.
To oversee performance of the Registrar and Share Transfer Agent of the Company including to review their
appointment/re-appointment and terms of reference,
To periodically review the implementation and compliance of Companys Code of Conduct for Prohibition of
Insider Trading.
To monitor the compliances with respect to the provisions of Companies Act, 2013 pertaining to shareholders
and stakeholders, payment of dividend and Rules and Regulations prescribed by Securities & Exchange Board
of India, Bombay Stock Exchange, National Stock Exchange and other regulatory bodies, etc.
The Stakeholders Relationship Committee focuses primarily on strengthening investor relations and ensuring the
rapid resolution of the shareholder or investor concerns.
Composition
The present composition of the Stakeholders Relationship Committee as on 31st March, 2015 is as follows:
Name of Director
Designation
Category of Director
Chairman
Member
Member
Member
All the requests pertaining to Share transfers/transmission, issue of duplicate share certificate, received are being
approved by Stakeholders Relationship Committee, which meets at least thrice in a month. During the year ended
March 31, 2015 the Committee met 33 times.The Chairman of the Committee was present in the last AGM.
Ms. Anita K. Sharma, Company Secretary acts as the secretary to the Committee.
Details of investors complaints\requests received & redressed during the year:
Opening Balance
16
17
Closing Balance
Nil
42
2.
3.
The Committee reports to the Board and the minutes of these meetings are placed before the Board for
confirmation. Ms. Anita K. Sharma, Company Secretary acts as the Secretary to the committee.
Venue
2013-2014
Regd. Office: A 146 (B & C), RIICO Re-appointment of Mr. Brij Raj Punj as Managing
Industrial Area, Bhiwadi, Distt. Director for a period of 5 years w.e.f. 31.10.2013
Alwar, Rajasthan.
and payment of remuneration
2012-2013
September 28,
2013 at 9.00 a.m.
2011-2012
September 08,
2012 at 9.00 a.m
Regd. Office: A 146 (B & C), RIICO Approval under Section 198, 269, 309, 310, 311
Industrial Area, Bhiwadi, Distt. read with Schedule XIII and Section 314(1B) read
with Director Relatives (Office or Place of Profit)
Alwar, Rajasthan.
Rules, 2003 for appointment of Mr. Bharat Raj Punj,
son of Mr. Brij Raj Punj, Chairman and Managing
Director of the Company as an Executive Director
POSTAL BALLOTS:
a.
Details of the Special Resolutions passed through Postal Ballot Process (including e-voting) during the
financial year 2014-15:
Financial Year
2014-15
Date of Postal
Ballot
Date on which
result is
declared
Person Conducted
the Postal Ballot
exercise.
43
%
99.77%
%
0.23%
Financial Year
Date of Postal
Date on which
Person Conducted
Ballot
result is
declared
Postal Ballot
%
99.24%
%
0.76%
%
99.99%
%
0.01%
%
99.02%
%
0.98%
%
98.99%
%
1.01%
44
Financial Year
Date of Postal
Date on which
Person Conducted
Ballot
result is
declared
Postal Ballot
%
98.65%
%
1.35%
%
98.61%
%
1.39%
b.
Postal Ballot Procedure: The Company followed the procedure as prescribed under Companies (Management
and Administration), Rules, 2014 and Members were provided the facility to cast their votes through
electronic voting (e-voting) or through postal ballot. The scrutinizer submitted his report to the Chairman
after the completion of the scrutiny of the postal ballots (including e-voting). After receiving the combined
results of the Postal Ballot via postal ballot forms and e-voting facility the Chairman declared the results and
communicated to the stock exchanges and displayed on the Companys website.
c.
At present, there are no special resolution is proposed to be passed through postal ballot.
45
X. DISCLOSURES
a)
c)
Risk Management
The Risk Management of the Company is overseen by the Senior Management and the Board at various levels.
The Company is actively engaged in assessing and monitoring the risks of each of the businesses and overall
for the Company as a whole. The top tier of risks for the Company is captured by the operating management
after serious deliberations on the nature of the risk and thereafter in a prioritized manner presented to the
Board for their inputs on risk mitigation/management efforts.
e)
f)
46
g) Subsidiary companies
The audit committee reviews the consolidated financial statements of the Company and the investments
made by its unlisted subsidiary companies. The Company does not have any material non-listed Indian
subsidiary companies. The Company has a policy for determining material subsidiaries which is disclosed on
its website at the following link
http://www.lloydengg.com/corporate-governance.html
i)
j)
47
Financial Results
News Releases
Website
Annual Report
Yes
Details in case of appointment / re-appointment of
directors have been provided in the Notice convening
AGM
Registered Office
2.
Corporate Office
3.
Date
Time
Venue
4.
Financial Year:
The Financial Year of the Company covers the fiscal period from 1st April to 31st March.
5.
6.
Dividend Payment
The Board of Directors at its meeting held on May 28, 2015, recommended a Final Dividend of Rs.1.30 per equity
share of face value of Rs.10 each, for the financial year ended March 31, 2015. Final Dividend, if approved by
Members, will be paid on or after 13th July, 2015 but within the statutory time limit fixed for the payment of
dividend pursuant to the provisions of the Companies Act,2013.
7.
8.
48
9.
L29120RJ1987PLC012841
BSE
517518
NSE
LLOYDELENG
ISIN No.
INE245C01019
LSE
LLD
Equity Shares
GDRs
Date of declaration
2007-2008 (Final)
October, 2015
2009-2010 (Final)
October, 2017
2010-2011 (Final)
October, 2018
2011-2012 (Final)
September 8, 2012
October, 2019
2012-2013 (Final)
October, 2020
2013-2014 (Final)
August, 2021
49
transfer of shares held in physical form the transfer documents can be lodged with Skyline Financial Services Pvt.
Ltd. (Registrar & Transfer Agent) of the Company at the below mentioned address.Transfer of shares in physical form
is normally processed within ten to twelve days from the date of receipt, if the documents are complete in all
respects.
12. Reconciliation of Share Capital Audit
A Practicing Company Secretary carries out reconciliation audit of share capital in each quarter to reconcile the
total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India)
Ltd. (CDSL) and total issued and listed capital. The audit reports confirm that the total issued/paid up capital is in
agreement with the total number of shares in physical form and the total number of dematerialized Shares held
with NSDL and CDSL. The reconciliation of share capital audit reports for each quarter of the Financial Year ended
March 31, 2015 have been filed with Stock Exchanges within one month of the end of each quarter.
Tentative Date
Financial Reporting for the quarter and year ending March 31, 2016
Annual General Meeting for the year ended March 31, 2016
BSE
NSE
High
Low
High
Low
Year 2014-15
(Rs./ share)
(Rs./ share)
(Rs./ share)
(Rs./ share)
April 14
May 14
June 14
July 14
August 14
September 14
October 14
November 14
December 14
January 15
February 15
March 15
73.60
92.15
130.80
126.40
174.45
203.40
176.40
181.00
143.40
160.95
144.70
201.20
56.70
64.40
93.40
91.15
121.00
152.20
144.00
122.95
108.00
119.00
124.05
141.10
73.95
92.30
130.90
126.40
174.70
203.00
176.40
180.80
143.25
161.00
145.00
201.00
56.15
64.60
93.15
91.10
120.10
151.90
144.10
123.10
112.90
118.60
124.00
141.20
50
35000.00
250.00
30000.00
200.00
25000.00
150.00
20000.00
100.00
15000.00
50.00
10000.00
0.00
Ju
14
4
1
n
Ju
ay
M
Ap
r 1
0.00
l
Au 14
g
14
Se
p
14
O
ct
1
4
No
v
14
De
c
14
Ja
n
15
Fe
b
15
M
ar
1
5
5000.00
BSE Sensex
BSE Sensex
The performance comparison of the Company's closing price in each month with BSE Sensex
No. of
%age of
of Rs.10 each
Shareholders
Total
No. of Shares
Up to 500
18,482
86.61
24,46,695
6.93
501 1000
1,288
6.04
10,65,409
3.02
1001 2000
698
3.27
10,71,282
3.03
2001 3000
252
1.18
6,51,944
1.85
3001 4000
128
0.60
4,60,836
1.30
4001 5000
97
0.45
4,62,583
1.31
5001 10000
180
0.84
13,25,157
3.75
214
1.00
2,78,36,354
78.81
21,339
100
3,53,20,260
100
Total
Diagrammatic Presentation
7%
Up to 500 24,46,695
3%
3%
2%
4%
1%
1%
79%
51
%age of
Total
% of shareholding
1,76,52,396
49.98
28,56,013
8.09
34,09,856
9.66
4,20,179
1.19
16,000
0.05
Indian Public&Others
1,09,65,816
31.03
Total
353,20,260
100.00
Promoters
NRI/OCBs
Shares underlying GDRs
Diagrammatic Presentation
10,956,816
Promoters
17,652,396
16,000
420,179
6
,85
NRI/ OCBs
09
3,4
52
Warrants: During the current financial year, the Company has issued to its Promoter/Promoters Group 60,00,000
warrants at a price of Rs. 152 each entitling them for subscription of equivalent number of Equity Shares of Rs. 10/each (including premium of Rs.142/- each Share) in accordance with chapter VII of SEBI (issue of Capital & Discloser
Requirements) Regulations, 2009. The holder of the warrants would need to exercise the option to subscribe to
equity shares before the expiry of 18 months from the date of allotment made on 13th March, 2015 upon payment
of the balance 75% of the consideration of warrants. After the full conversion the new equity paid up share capital
would stand at 4,13,20,260 equity shares and promoter/ promoters group shareholding shall increase from
49.98% to 57.24% of total paid capital.
53
a)
d)
b)
Industrial Area,
Kala-Amb,Trilokpur Road,
Sirmour, Nahan
Himachal Pradesh
e)
c)
Plot No. 24
Sector 2, IIE
Sidcul, Pantnagar
Uttrakhand - 122 105
f)
b)
Vrazsja 143
Vrazaska 143
Czech Republic
Fax: 91-11-41609909
Fax: 91-11-26292681
Website: www.skylinerta.com
Website: www.lloydengg.com
COMPLIANCE OFFICER
ANITA K. SHARMA
Company Secretary
FCS No: F7373
54
55
Mukat B. Sharma
Chief Financial Officer & Whole Time Director
(DIN : 02942036)
COMPLIANCE CERTIFICATE
TO THE MEMBERS OF
LLOYD ELECTRIC & ENGINEERING LIMITED
We have examined the compliance of conditions of Corporate Governance by LLOYD ELECTRIC &ENGINEERING
LIMITED (the Company) for the year ended on March 31, 2015 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 has
been limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the
compliance with the conditions of Corporate Governance as stipulated in the said clause. 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 Clause 49 of 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.
Chartered Accountants
Firm Registration No. 000891N
Brijesh C. Mathur
Partner
M. No. : 83540
56
57
As required by the Companies (Auditors Report) Order, 2015 (the Order) issued by the Central Government of
India in terms of Sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2.
We have sought and 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, the statement of Profit & Loss and Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
d)
In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards under
Section 133 of the Act, read with the Rule 7 of the Companies (Accounts) Rules, 2014.
e)
On the basis of written representations received from the directors as on 31st March, 2015 taken on record by
the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a
director in terms of Section 164(2) of the Act; and
f)
With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according
to the explanation gives to us:
i)
The financial statements have disclosed the impact of pending litigations on the financial positions of
the Company as referred in Note 29.
ii)
The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses.
iii)
There has been no delay in transferring amounts, required to be transferred, to the Investor Education
and Protection Fund by the Company.
For Suresh C. Mathur & Co.,
Chartered Accountants,
(Firm Registration No. 000891N)
(BRIJESH C. MATHUR)
PARTNER
Membership No. 083540
58
REFERRED TO IN PARAGRAPH 1 UNDER 'REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS' SECTION OF OUR
REPORT OF EVEN DATE OF LLOYD ELECTRIC & ENGINEERING LIMITED FOR THE YEAR ENDED 31ST MARCH, 2015
1.
a)
The company has maintained proper records showing full particulars including quantitative details and
situation of the Fixed Assets.
b)
Fixed Assets have been physically verified by the management during the year.
In our opinion the frequency of such verification is reasonable having regard to the size of the Company and
the nature of its fixed assets. No material discrepancies were noticed on such physical verification.
2.
3.
a)
The inventory has been physically verified during the year by the management at reasonable intervals
b)
The procedures of the physical verification of the inventories followed by the management are reasonable
and adequate in relation to the size of the Company and the nature of the Business.
c)
The Company is maintaining proper records of the inventory. The discrepancies noticed on physical stocks
and the book records were not material.
a)
The Company has taken loans from wholly owned subsidiary Lloyd Coils Europe of Euro 3 Million (equivalent
to INR 21.10 crores).
b)
In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of
the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of
arrangements do not stipulate any repayment schedule in the loans are repayable on demand. Accordingly,
paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal
amount.
c)
There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies
corporate listed in the register maintained under section 189 of the Act.
4.
In our opinion and according to the information and explanations given to us, there is adequate internal control
system commensurate with the size of the Company and the nature of its business for the purchases of inventory,
fixed assets and with regard to the sale of goods and services. During the course of our audit we have not observed
any continuing failure to correct major weakness in the internal controls system.
5.
According to the information and explanations given to us, the Company has not accepted any deposit, in terms of
the directive issued by the Reserve Bank of India and the provisions of the Section 73 to 76 or any other relevant
provisions of the Companies Act and the rules framed there under.
6.
We have broadly reviewed the cost records maintained by the Company prescribed by the Central Government
under Section 148(1) of the Companies Act, 2013and are of the opinion that prima facie the prescribed cost records
have been maintained. We have, however, not made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
7.
a)
According to the records of the Company, the Company is regular in depositing undisputed Statutory dues
including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of
Excise, valued added tax cess and any other statutory dues with the appropriate authorities, however there is
some delay in depositing Govt. dues due to financial difficulties. According to the information and
explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax,
Customs Duty, Service Tax, Excise Duty and Cess were outstanding, at the financial reporting period ending on
31st March 2015 for a period of more than six months from the date they became payable.
b)
As on 31st March, 2015 according to the records of the Company the following are the particulars of disputed
dues on account of Excise duty, HP State Electricity Board and Sales Tax and have not been deposited.
Particulars
Financial Year
Amount
(Rs.in Lacs)
Dispute
Pending
Excise Duty
HP State Electricity Board
2006-2007
2009-2010
21.75
10.55
Appellate Tribunal
Supreme Court
2009-2010
83.88
High Court
Further, the company, has received show cause notices from custom department post the balance sheet date.
The total demand under show cause notices received is Rs. 46.23 crore.
59
c)
According to the information and explanations given to us the amounts which were required to be
transferred to the investor education and protection fund in accordance with the relevant provision of the
Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.
8.
The company does not have accumulated losses at the end of the financial year. The Company has not incurred any
cash loss during the financial year covered by our audit and the immediate preceding financial year.
9.
Based on our audit procedures and according to the information and explanations given to us, we are of the
opinion that the company has not defaulted in repayment of dues of financial institutions, banks and debenture
holders.
10. 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 subsidiary Companies from bank are prima facie not
prejudicial to the interest of the company.
11. In our opinion and according to the information and explanation given to us, the term loans have been applied for
the purposes for which they were obtained.
12. As per information and explanation given to us 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
Dated: 28.05.2015
(BRIJESH C. MATHUR)
PARTNER
Membership No.-083540
60
II.
Note
As at
31.03.2015
As at
31.03.2014
3
4
3
35.33
680.56
22.80
35.33
599.49
-
5
6
7
91.81
3.21
3.08
124.63
3.43
2.57
8
9
10
11
593.11
214.56
105.75
34.92
1,785.13
456.97
173.98
63.67
23.71
1,483.78
12
310.96
4.66
7.69
85.81
4.57
22.23
318.47
6.29
6.14
85.42
2.71
16.35
719.31
458.13
57.46
97.39
16.92
1,785.13
564.69
331.82
50.99
85.69
15.21
1,483.78
13
14
15
16
17
18
19
20
NOTES TO ACCOUNTS
Accompanying Notes are an integral part of the Financial Statements
As per our Report of even date attached
For Suresh C. Mathur & Co.
Chartered Accountants
(Brijesh C. Mathur)
Partner
Membership No. 083540
Firm Registration No. 000891N
Place: New Delhi
Date: 28.05.2015
61
Balance Sheet
Anita K. Sharma
Company Secretary
Mukat B. Sharma
CFO cum Whole Time Director
(DIN:02942036)
Statement of Profit & Loss for the year ended on 31st March, 2015
(` In Crores)
Particulars
I.
Note
21
22
Year Ended
31.03.2014
1,882.34
1,467.84
(47.38)
(28.15)
1,834.96
1439.69
4.57
12.03
1,839.53
1,451.72
1,465.52
1,221.33
59.89
44.92
Expenses:
Cost of materials consumed
23
Purchase of Stock-in-Trade
Changes in Inventories of Finished Goods,
Work-in-Progress and Stock-in-Trade
24
(94.67)
(138.54)
25
52.95
39.00
Other expenses
26
126.02
95.43
1,609.70
1,262.14
(I - II)
229.84
189.58
Finance Costs
27
92.84
84.02
28
Year Ended
31.03.2015
33.96
23.79
103.02
81.77
Tax expense:
(1)
Current tax
21.60
17.50
(2)
Deferred tax
(0.22)
(11.82)
81.64
76.09
Basic
23.11
21.54
(1)
Diluted
19.76
21.54
Anita K. Sharma
Company Secretary
Mukat B. Sharma
CFO cum Whole Time Director
(DIN:02942036)
62
Cash Flow Statement For the year ended 31st March 2015
(` In Crores)
Particulars
A.
Year Ended
31st March, 2015
Year Ended
31st March, 2014
103.02
32.05
1.91
77.72
(0.39)
-
(0.08)
(0.05)
(3.92)
(154.61)
(133.40)
85.32
81.78
21.89
1.91
69.30
0.92
0.29
111.29
214.31
(2.50)
(8.51)
(0.84)
(4.05)
210.26
(119.86)
(100.71)
68.91
(202.69)
7.56
(18.18)
(10.61)
94.31
176.09
(11.85)
164.24
(151.66)
12.58
14.72
(2.14)
(23.14)
(4.19)
0.05
0.08
(27.19)
(43.57)
8.51
2.50
(32.56)
103.32
22.80
(77.72)
(3.53)
(0.60)
44.27
6.47
6.47
50.99
57.46
145.16
(69.30)
(3.53)
(0.60)
71.72
37.02
37.02
13.97
50.99
63
Cash Flow
Anita K. Sharma
Company Secretary
( Brijesh C. Mathur)
( Partner)
Membership No.083540
Notes to Financial Statements for the year ended 31st March 2015
1.
CORPORATE INFORMATION
Lloyd Electric & Engineering Limited is a public company domiciled in India and incorporated under the provisions
of the Companies Act, 1956. Its shares are listed on National Stock Exchange of India Limited (NSE) & Bombay Stock
Exchange Limited (BSE) in India. The company is the largest manufacturer of heat exchangers coils in India. It
manufactures air conditioners for various brands as OEM / ODM including its own brand of LLOYD. It is also engaged
in the consumer durable business under Lloyd brand which includes product portfolio like Air Conditioner, LED
TV, Washing Machines, Chest Freezers and other small home appliances. The company caters to both domestic and
international markets.
2.
BASIS OF PREPARATION
The Financial statements of the company have been prepared in accordance with generally accepted accounting
principles in India (GAAP). The company has prepared these financial statements to comply in all material respects
with the accounting standards the relevant provision of the Companies Act, 2013. The financial statements have
been prepared on an accrual basis and under the historical cost convention, except for land acquired before 1st
April, 1993 which are carried at revalued amounts.
The accounting policies adopted in the preparation of financial statements are consistent with those of previous
year, except for the change in accounting policy explained below.
Use of estimates
The preparation of financial statements in conformity with Indian GAAP requires the management to make
estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and
disclosure of contingent liabilities, at the date of the financial statements. Although these estimates are based
upon management's best knowledge of current events and actions, actual results could differ from these
estimates. Difference between the actual results and estimates are recognized in the period in which the
results are known / materialized.
b)
c)
After Notification of the New Companies Act, 2013 which comes into effect from April 01, 2014,
Depreciation on fixed assets is provided on straight-line basis at the rates prescribed in schedule II to the
Companies Act, 2013.
ii)
Depreciation on assets added during the year, is calculated on pro-rata basis with reference to the date of
installation.
Notes to the financial statements
64
ii)
Depreciation rates has been arrived after applying estimated life provided in the Schedule-II, for
calculating depreciation on various categories of assets following estimated life has been provided in
the schedule
Type of Assets
d)
Life in Years
Building
30 Years
15 Years
Office Equipments
5 Years
Vehicles
8 Years
10 Years
Intangible Assets
Intangible Assets are stated at cost of acquisition. Following intangible assets are carried at cost less
accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a
straight line basis over the estimated useful economic life.The following are the acquired intangible assets :
i)
Cost of Product Development expenses will be amortized over its useful life of 5 Years.
e)
Grant
Grants are recognized when there is reasonable assurance that the grant will be received and conditions
attached to them are complied with.
f)
g)
Impairment of Assets:
The carrying values of assets/cash generating units at each Balance Sheet date are reviewed for impairment of
assets. If any indication of such impairment exists, the recoverable amount of such assets is estimated and
impairment is recognized, if the carrying amount of these assets exceeds their recoverable amount. The
recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by
discounting the future cash flows to their present value based on an appropriate discount factor. When there
is indication that an impairment loss recognized for an asset in prior accounting periods no longer exists or
may have decreased such reversal of impairment loss is recognized.
h)
47
65
Inventory Valuation:
i)
Raw materials and consumables are valued at cost as per the Weighted Average Method and include(s)
customs duty wherever paid, and are net of credit availed under CENVAT scheme.
i)
Stock in process is valued at direct cost, i.e., cost of materials and variable manufacturing expenses.
iii)
Finished goods are valued at lower of cost on the basis of Weighted average method or net realizable
value.
iv)
Stock in transit lying in customs warehouse is valued at cost but does not include custom duty payable,
however, non-provision of duty does not affect the profit for the year.
i)
Revenue Recognition:
i)
j)
iii)
iv)
Dividend income is recognized when the right to receive the dividend is established.
Investments:
Long term Investments are stated at cost. Investments in subsidiary company are of long-term strategic value.
The diminution in value of these investments has been provided.
k)
Initial Recognition
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign
currency amount the exchange rate between the reporting currency and the foreign currency at the
date of the transaction.
ii.
Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are
carried in terms of historical cost denominated in a foreign currency are reported using the exchange
rate at the date of the transaction and non-monetary items which are carried at fair value or other similar
valuation denominated in a foreign currency are reported using the exchange rates that existed when
the values were determined.
iii.
Exchange Differences
Exchange differences arising on the settlement of monetary items or on reporting company's monetary
items at rates different from those at which they were initially recorded during the year, or reported in
previous financial statements, are recognized as income or as expenses in the year in which they arise.
iv.
l)
Retirement Benefits:
Provident Fund:
Retirement benefit in form of provident fund is a defined contribution scheme and the contributions are
charged to the profit and Loss account of the year when the contributions to the respective funds are due.
66
Gratuity:
The company's liability in respect of payment of gratuity is provided on accrual basis as per actuarial valuation.
The company is in process of having arrangement with insurance company to administer its Superannuation
& Gratuity Fund.
Leave Encashment:
Leave Encashment are valued at cost to company basis without considering any discounting and salary
increase and provided on the basis of actual valuation.
m)
Taxation:
Current Tax:
Current Tax is the amount of tax payable on the taxable income for the year as determined in accordance with
the provisions of the Income Tax Act, 1961, except for the overseas subsidiaries and joint ventures where
current tax provisions is determined based on the local tax laws. Deferred tax is recognized for all timing
differences, subject to the consideration of prudence applying the tax rates that have been substantively
enacted by the Balance Sheet date.
Deferred Tax:
Deferred tax liabilities represent the tax effect of temporary differences substantially on account of
differences in the written down value of Fixed Assets on account of differing depreciation methods and rates
and other timing differences.
Minimum Alternate Tax
Minimum Alternate Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The
Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that
the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is
allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset in
accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax
under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and
shown as "MAT Credit Entitlement." The Company reviews the "MAT credit entitlement" asset at each
reporting date and writes down the asset to the extent the company does not have convincing evidence that
it will pay normal tax during the specified period.
n)
Borrowing Cost:
Cost in connection with the borrowing of funds to the extent not directly related to the acquisition of fixed
assets are amortized and charged to the Profit and Loss Account, over the tenure of the loan. Borrowing cost to
the extent directly attributable to acquisition of fixed assets are added to the cost of fixed assets.
o)
Segment Reporting:
i.
Business Segment
As per Accounting Standard 17 on segment reporting of ICAI, the Company has reportable segments viz.
Radiators & Heat Exchanger, OEM & Railways, Consumer Durable Products during the year under review.
Accordingly the reporting is done segment wise.
ii.
Geographical Segment
The analysis of geographical segment is based on the geographical location of the customers. The
Company operates primarily in India and has presence in international markets as well. Its business is
accordingly aligned geographically, catering to two markets. The Company has considered domestic
47
67
and exports markets as geographical segments and accordingly disclosed these as separate segments.
The geographical segments considered for disclosure are as follows;
- Sales within India represent sales made to customers located within India.
- Sales outside India represent sales made to customers located outside India.
p)
q)
r)
Measurement of EBITDA
The company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as
a separate line item on the face of the statement of profit and loss. The company measures EBITDA on the
basis of profit/ (loss) from continuing operations. In its measurement, the company does not include
depreciation and amortization expense, finance costs and tax expense.
s)
t)
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 Note No.29
u)
Derivative Instruments:
The Company has entered into derivative contracts in the nature of interest rate swaps and forward contracts
with intention to hedge its requirements and firm commitments. The contracts are mark to market and losses
are recognized in the profit and loss account. Gains arising on the same are not recognized on ground of
prudence.
v)
68
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
Authorized Capital
7,00,00,000 Equity Share of Rs. 10/- each
(Previous year 5,00,00,000 Equity Share of Rs. 10/- each)
70.00
50.00
70.00
50.00
35.33
35.33
35.32
35.32
0.01
0.01
35.33
35.33
NOTE:- 3
SHARE CAPITAL:1.
2.
3.
Paid up Capital
3,53,20,260 Equity Shares of Rs. 10/- each fully paid up
(Previous Year 3,53,20,260 equity shares of Rs. 10/- each)
Add:- Equity Shares forfeited
(amount originally paid up)
Total
NOTES:1.
(a)
Includes 40,00,000 Equity Share alloted in the year 2006-07 on conversion of warrants issued on preferential
basis during the year 2005-06
b)
Includes 92,00,000 underlying Equity Shares representing 46,00,000 Global Depository Receipts issued
during the year 2005-06
c)
In the year 2006-07 the Company had forfeited 13,300 equity shares due to the non-payment of allotment
money. The Board of Directors had annulled the forfeiture of 400 Equity shares on receipt of payment advice
by the shareholders and accordingly 400 Equity Shares had been restored back.
d)
43,20,000 no. of Equity Shares of Rs. 10/- each were alloted during the financial year 2013-14 in favour of
shareholders of erstwhile Perfect Radiators & Oil Coolers Pvt. Ltd. (PROC) on account of merger of PROC with
the Company retrospectively since 01.04.2011.
Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
Particulars
31 March, 2015
No. of
Shares
31 March, 2014
Amount
(` In Crores)
No. of
Shares
Amount
(` In Crores)
35.32 31,000,260
31.00
Equity Shares
Shares outstanding at the beginning of the year
Shares Issued during the year
Shares outstanding at the end of the year
47
69
35,320,260
35,320,260
4,320,000
4.32
35.32 35,320,260
35.32
(b)
(c)
31 March, 2015
31 March, 2014
No. of
Shares
% of
holding
No. of
Shares
% of
holding
3,713,520
10.51
3,713,520
10.51
629,175
1.78
3,009,567
8.52
3,304,133
9.35
3,304,133
9.35
3,315,005
9.39
3,315,005
9.35
2,300,000
6.51
As per the records of the company, including its register of shareholders/members and other declaration received
from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownerships of shares.
(d)
(` In Crores)
As at
As at
31.03.2015
31.03.2014
22.80
Total
22.80
Money received against Share Warrants represents amounts received towards warrants which entitles the warrant
holders, the option to apply for and be alloted equivalent number of equity shares of the face value of Rs. 10/- Each.
During the Current Financial Year, the Company has issued to its Promoter/Promoters Group 60,00,000 Warrants at a
price of Rs. 152 each entitling them for subscription of equivalent number of Equity Shares of Rs. 10/- each
(including premium of Rs. 142/- each Share) in accordance with chapter VII of SEBI (Issue of Capital & Disclosure
Requirements) Regulations, 2009. The holder of the warrants would need to exercise the option to subscribe to
equity shares before the expirty of 18 months from the date of allotment made on 13th March, 2015 upon payment
of the balance 75% of the consideration of warrants.
70
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
0.44
0.44
11.25
11.25
0.35
0.35
NOTE:- 4
RESERVES AND SURPLUS
1)
Capital Reserve
(subsidy received against fixed assets)
2)
Capital Reserve
(Share Warrants forefeited by the Company)
3)
Revaluation Reserve
(land revalued as on 31st March, 1993)
4)
5)
General Reserve:
199.07
199.07
182.72
147.22
12.50
20.00
23.00
202.72
182.72
81.64
76.09
205.65
155.32
3.61
1.36
Depreciation Adjustment
1.33
Opening balance
Add: Transfer from Debenture Redemption Reserve
Add: Transfer from Profit & Loss A/c
6)
0.02
292.23
232.79
Proposed Dividend
4.59
3.53
0.92
0.60
20.00
23.00
266.72
205.66
Total
680.56
599.49
Approprations
47
71
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
4.07
91.81
120.56
Total
91.81
124.63
NOTE:- 5
LONG TERM BORROWINGS
1.
Term Loans
From Financial Institutions
From Schedule Banks:Foreign Currency loan
Note:1.
Indian rupee loan for Rs. 35.00 Crores from IDBI Ltd. carries interest @ 12.25% P.A on Rs. 17.50 Crores and @ 11.50%
P.A. on Rs. 17.50 Crores. The Loan is repayable in 16 quarterly installment of Rs. 2.19 crores each after monotorium of
12 Months from the date of loan i.e. 31st March, 2013. Company has taken disbursement of Rs. 31.50 Crores.
2.
Foreign currency loan for USD 2038382.07 from EXIM Bank carries interest LIBOR + 4.50% p. a. The loan is repayable
in 17 quarterly installment of USD 339729.00 after monotorium of 12 months from the date of loan i.e. 14.07.2010.
The current year balance has been shown in under current maturities.
3.
Indian rupee loan for Rs. 120.00 Crores from SBI carriers interest @ 11.00% P.A. The Loan is repayable in 24 quarterly
installment of Rs. 5.00 crores each after monotorium of 12 Months from the date of loan i.e. 30.06.2013
4.
The above loans are Secured by way of first charge on Pari-Passu basis on the fixed assets of the Company and
second hypothecation charge on the Stock/Book Debts
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
3.43
15.25
(0.22)
(11.82)
3.21
3.43
NOTE - 6
DEFERRED TAX LIABILITIES
Opening Balance
Add/(Less):- During the Year
Net Deferred Tax Liability
72
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
3.08
3.08
2.57
2.57
593.11
593.11
456.97
456.97
NOTE - 7
LONG TERM PROVISIONS
Provision for Gratuity
Total
NOTE - 8
SHORT TERM BORROWINGS
1.
The working capital loans, fund based as well as non fund based are secured by way of first hypothecation charge
on the stocks/ book debts, both present and future and second charge on pari-passu basis on the fixed assets of the
company.
NOTE - 9
TRADE PAYABLES
Sundry Creditors
Total
214.56
214.56
173.98
173.98
24.74
1.58
24.02
0.25
15.37
2.02
8.89
0.26
4.07
28.75
21.10
1.24
8.14
28.75
0.24
105.75
63.67
27.95
18.35
4.59
3.53
0.92
0.60
1.46
1.23
34.92
23.71
NOTE - 10
OTHER CURRENT LIABILITIES
Statutory dues payable
Interest Accrued but not due
Others Liabilties
Unclaimed Dividend
Current maturity of Long Term Borrowings
Foreign Currency Loan
Indian Currency Loan
Loan from Subsidiary Company-Lloyd Coils Europe s.r.o.
Loan against Vehicles
(secured by hypothecation of vehicle finances)
Total
NOTE - 11
CURRENT PROVISIONS
Provision for Income Tax
Total
73
47
74
0.52
5.06
2.07
462.18
6) Vehicles
(Previous Year)
Total
433.53
476.79
14.61
0.74
13.87
1.45
4.30
17.93
390.02
5) Office Equipments
44.13
21.59
21.59
0.77
0.92
0.86
Additions Deduction
GROSS BLOCK
58.28
3) Buildings
2.33
0.12
1) Leasehold Land
As at
01.04.2014
2) Temporary Constructions
PARTICULARS
NOTE :- 12
FIXED ASSETS:
476.79
498.37
14.61
0.74
13.87
483.76
2.59
6.51
5.06
407.94
59.20
0.12
2.33
As at
31.3.2015
130.35
152.03
8.32
8.32
143.71
0.52
3.28
2.40
129.90
7.49
0.12
Up to
31.3.2014
21.89
32.05
1.62
1.62
30.43
0.25
0.69
0.79
26.86
1.83
For the
Year
0.21
(1.33)
(1.33)
0.01
0.26
0.27
(1.87)
(0.01)
Adjustment
DEPRECIATION
152.03
182.75
9.94
9.94
172.80
0.78
4.23
3.47
154.89
9.32
0.11
Up to
31.3.2015
324.75
315.62
4.66
0.74
3.93
310.96
1.81
2.28
1.60
253.06
49.88
0.01
2.33
As at
31.03.2015
324.75
6.29
0.74
5.55
318.47
1.55
1.78
1.89
260.12
50.79
2.33
As at
31.03.2014
NET BLOCK
(` In Crores)
(` In Crores)
Particulars
Face
Value
Number of
Shares
As At
31.03.2015
Number of
Shares
As At
31.03.2014
2
10
10
10
10
2
10
10
10
10
375
25
5
15
1000
13000
24200
25600
16900
320
0.00
0.00
0.00
0.00
0.00
0.00
0.08
0.02
0.00
375
25
5
15
1000
13000
24200
25600
16900
320
0.00
0.00
0.00
0.00
0.00
0.00
0.08
0.02
0.00
10
10
2
1
10
10
10
80
125
125
1350
1124
4600
500
0.00
0.01
0.00
0.02
0.02
0.03
0.00
80
125
125
1350
1124
4600
500
0.00
0.01
0.00
0.02
0.02
0.03
0.00
10
2
2
10
1
1
1
10
2
200
525
150
50
832
1100
500
125000
50000
0.00
0.00
0.00
0.00
0.07
0.00
0.00
1.91
0.11
0.10
2.37
0.53
1.84
200
525
150
50
832
1100
500
125000
50000
0.00
0.00
0.00
0.00
0.07
0.00
0.00
1.91
0.11
0.10
2.37
0.92
1.45
10
10
10
300000
350
400
0.30
0.00
0.00
300000
350
400
0.30
0.00
0.00
NOTE:- 13
INVESTMENTS:
Quoted Shares
Blue Star Ltd.
Blue Star Info. Ltd.
Castrol (India) Ltd.
Castrol (India) Ltd. (bonus share)
Chambal Fertizers & Chem. Ltd.
D.B. International Brokers Ltd.
Dot Com. Global Ltd.
Shardul Securities Ltd.
ACE Edutrend Ltd. (formerly known as ACE India Ltd.)
Dion Global Solutions
Healthfore Technologies Ltd. (formerly known as
Religare Technologies Ltd)
Glaxo Smithkline Pharmaceuticals Ltd.
HDFC Bank Ltd.
Hindustan Unilever Ltd.
JSW Steel Ltd.
Lumax Industries Ltd.
Panasonic Energey India Co. Ltd
Pan India Corpn Ltd (formerly known
SRG Infotech Ltd.)
Sterlite Opiticals Ltd.
Subros Limited
Tata Chemicals Ltd.
Tata Consultancy Services Ltd.
Visesh Infotecnics Ltd.
Voltas Ltd.
GHCL Ltd.
Archies Ltd.
Investment in SBI Mutual Fund
Sub-Total (A)
Less:- Dimunition in Value of Investments
Unquoted Shares:
Lloyd Credits Ltd.
Lloyd Aircon (P) Ltd.
Carrier Aircondition & Refrigetation Ltd.
Subsidiary Company
Lloyd Coils Europe s.r.o
Janka Engineering s.r.o
Sub-Total (B)
Additional Information :
1) Aggregate amount of Companys a) Market value of Quoted Investments
b) Unquoted Investments
47
75
45.01
38.66
83.97
85.81
45.01
38.66
83.97
85.42
1.84
83.97
1.45
83.97
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
4.57
2.55
0.16
4.57
2.71
14.43
13.07
3.61
1.36
18.04
14.43
Opening balance
1.91
3.83
4.19
6.10
3.83
1.91
1.91
4.19
1.91
22.23
16.35
202.70
147.32
Stock in Process
20.98
21.01
Finished Goods
448.91
354.21
46.72
42.15
719.31
564.69
4.84
3.63
Other Receivables
453.29
328.19
Total
458.13
331.82
NOTE - 14
LONG TERM LOAN & ADVANCES
Security Deposits
Loan to subsidiary Company
Total
NOTE - 15
OTHER NON CURRENT ASSETS
MAT Credit Entitlement
Opening
Add:- During the year
Defferred Revenue Expenses
NOTE - 16
INVENTORIES
(As certified by the Management)
Raw-materials, Consumables & Components
NOTE - 17
TRADE RECEIVABLES
Outstanding for a Period exceeding six months from the date
due for payment
76
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
0.23
0.19
56.03
49.69
Dividend Account
0.25
0.26
In Fixed Deposits
0.13
0.03
0.78
0.78
0.04
0.04
57.46
50.99
3.37
3.00
Advance to Employees
0.55
1.02
14.89
9.08
Prepaid Exp.
15.22
17.41
16.82
8.63
0.00
0.00
46.54
46.54
Total
97.39
85.69
16.92
15.21
Total
16.92
15.21
Year ended
31.03.2015
Year ended
31.03.2014
1,809.79
1,418.71
68.97
48.16
3.58
0.97
1.882.34
1,467.84
NOTE - 18
CASH & CASH EQUIVALENTS
CASH AND BANK BALANCES:
Cash balance in Hand
Balances with Schedule banks
In Current Accounts
Total
NOTE -19
SHORT TERM LOANS & ADVANCES
NOTE - 20
OTHER CURRENT ASSETS
Particulars
NOTE -21
REVENUE FROM OPERATIONS
Sale of Products
Manufacturing Goods
Traded Goods
Other Operating Income
Total
47
77
Particulars
Year ended
31.03.2015
(` In Crores)
Year ended
31.03.2014
NOTE - 22
OTHER INCOME
1) Interest Income
2) Interest from subsidiary companies
3) Misc. Income
4) Dividend Income
5) Gain on Foreign Exchange Fluctution
6) Dividend received from Subsidiary Companies
Total
0.08
0.52
0.05
3.92
4.57
1.24
1.26
0.18
0.04
0.84
8.47
12.03
Opening Stock
147.32
176.29
Add:-Purchases
1,466.33
1,171.36
Carriage Inward
54.56
21.00
1,668.22
1,368.65
202.70
147.32
1,465.52
1,221.33
Opening Stock
21.01
20.91
20.98
21.01
0.03
(0.10)
Opening Stock
354.21
215.77
448.91
354.21
(94.70)
(138.44)
Total
(94.67)
(138.54)
Wages
9.81
6.28
Labour Welfare
2.23
1.36
37.83
28.96
2.30
1.78
Staff Welfare
0.78
0.62
52.95
39.00
NOTE - 23
COST OF MATERIAL CONSUMED
Raw materials, consumables and components consumed:-
NOTE - 24
CHANGES IN INVENTORY
Decrease/(Increase) in stocks in Process
NOTE - 25
EMPLOYEE BENEFIT EXPENSES
Salaries
Total
78
(` In Crores)
Particulars
Year ended
31.03.2015
Year ended
31.03.2014
3.12
0.37
6.71
10.25
2.05
4.83
2.73
0.52
0.21
4.48
6.20
0.58
2.59
(0.39)
1.25
34.52
2.27
10.48
24.15
4.69
3.50
0.70
0.19
126.02
2.20
0.20
5.40
9.16
1.21
2.95
1.94
0.60
0.20
3.04
5.33
0.58
2.27
0.29
0.92
18.50
0.43
9.70
24.89
4.59
0.49
0.36
0.18
95.43
77.60
69.30
0.11
Bank Charges
15.13
14.72
Total
92.84
84.02
30.43
19.11
1.62
2.77
1.91
1.91
33.96
23.79
NOTE - 26
OTHER EXPENSES
Repair and Maintanance
-Plant & Machinery
-Building & Office
Electricity Charges
Factory Overheads
Insurance
Rent Rate & Taxes
Postage & Courier & Telephone Expenses
Printing and stationery
Audit Fee (including service tax)
Legal & Professional Exp.
Travelling & Conveyance Expenses
Motor Car Expenses
Misc. Expenses
Loss on sale of Fixed Assets
Dimunation/Increase in Value of Investments
Donation/Charity
Advertisement Exp.
Business Promotion
Octroi & Carriage outwards
Discount
Service Contract charges
Commission and incentive
Foreign Exhibition Expenses
Free Samples
Total
NOTE - 27
FINANCIAL COSTS
Interest Paid
Interest on Loan to Subsidiary Companies
NOTE - 28
DEPRECIATION AND AMORTISATION
Total
47
79
NOTES TO ACCOUNTS:
29. Contingent liability not provided for:
Particulars
A.
B.
Current Year
(` in Crore)
2014-15
Previous Year
(`in Crore)
2013-14
0.22
0.11
0.84
1.11
0.22
0.11
0.84
5.95
19.51
5.94
31.17
NIL
16.47
8.44
10.25
NIL
35.26
20.25
NIL
* the Company has received show cause notices from custom department post the balance sheet date. The total demand under
show cause notices received is Rs.46.23 Crore
NIL
NIL
80
Relationship
Amount Outstanding
as on 31.03.2015
(` In Crores)
Amount Outstanding
as on 31.03.2014
(` In Crores)
Subsidiary Loan
NIL
0.16
b)
Relationship
Amount Outstanding
as on 31.03.2015
(` In Crores)
Amount Outstanding
as on 31.03.2014
(` In Crores)
Subsidiary Loan
21.10
NIL
36. Related Party Disclosures: (in which some Directors are interested)
A.
i.
ii.
List of Key management personnel as defined under Accounting Standard (AS) 18,Related party disclosures:
a.
b.
c.
d.
e.
iii.
47
81
h.
i.
j.
k.
l.
m.
n.
o.
p.
q.
r.
s.
B.
2014-15
Amount (Rs.)
2013-14
Amount (Rs.)
6.72
46.26
16.92
3.15
31.06
15.21
27.01
2.28
2.28
6.08
6.08
3.04
3.04
1.24
82
Subsidiary Company
Lloyd Coils Europe s.r.o.
Purchase of Fixed Assets
Sale of Fixed Assets
Loan received
Others
Janka Engineering s.r.o.
Purchase of Goods
Exhibition Expenses
Loan given
Others
Key Management Personnel
Managerial Remuneration Paid
-Mr. Brij Raj Punj
-Mr. Bharat Raj Punj
-Mr. A. K. Roy
-Mr. Mukat B. Sharma
-Mr. Nipun Singhal
0.05
21.10
0.01
0.35
-
0.02
0.07
0.01
0.16
-
0.72
0.58
1.93
0.41
1.13
1.45
0.45
0.87
0.38
0.60
Current Year
Amount
(` In Crores)
2014-15
Previous Year
Amount
(` In Crores)
2013-14
862.17
1.65
0.64
1.02
0.06
622.36
1.38
0.16
-
46.31
NIL
183.92
1.26
Current Year
Value
(` In Crores)
2014-15
Previous Year
Value
(` In Crores)
2013-14
Consumer Durables
869.94
633.02
425.87
553.70
539.15
252.97
1834.96
1439.69
a)
Sale:Sale Items
Total
All the values mentioned above are without excise duty. The excise duty charged on sale amounts to Rs. 47.38 Crores.
47
83
c)
d)
Current Year
(` in crore)
Previous Year
(` in crore)
Indigenous
695.62 (45.60%)
636.89 (50.30%)
Imported
829.79 (54.40%)
629.36 (49.70%)
Current Year
(` in crore)
Previous Year
(` in crore)
81.64
76.09
35,320,260
35,320,260
23.11
21.54
19.76
21.54
*Assuming full conversion of 60,00,000 convertible warrants issued on preferential basis as per SEBI (ICDR) Regulations, 2009 on
13th March, 2015
I.
Segment Revenue
i.
Consumer Durables
961.81
ii.
751.18
iii.
581.19
2014-15
(` in crore)
2294.18
459.22
1834.96
Segment Results
(PROFIT (+)/LOSS(-))
i.
Consumer Durables
96.25
ii.
39.61
iii.
68.67
204.53
84
Less:i.
Finance Cost
ii.
92.85
8.66
103.02
Capital Employed
i.
Consumer Durables
230.00
ii.
222.00
iii.
312.00
iv.
Unallocated
98.00
Total
B.
862.00
(` in crore)
st
st
Particulars
31 March, 2015
31 March, 2014
Within India
1788.65
1255.76
46.31
183.92
1834.96
1439.69
Outside India
Total
Fixed Assets as per Geographical Locations
The Company has common fixed assets, other assets and liabilities for domestic as well as overseas market. Hence,
separate figures for assets and liabilities have not been furnished.
39. During the Financial Year 2013-14 on 24th August 2013, fire broke out at the adjoining warehouse at Gate No. 3, Plot
No-2, Kalkaji Industrial Area, New Delhi-110019 and soon spread burning down the Companys warehouse,
resulting in loss of stocks and warehouse. However, was no casualty arising out of the fire. The Company had filed
the claim of Rs. 46.44 Crores with the United India Insurance Co. Ltd.The matter is pending with Insurance Company.
47
85
Sale of Products
(` in Crore)
S.No. Particulars
As at 31.03.2015
As at 31.03.2014
NIL
NIL
100.00
NIL
1.
Forward Contract
2.
Currency Swap
3.
NIL
0.20
4.
Option
NIL
NIL
ii)
For hedging Commodity related risks: the company held open commodity derivatives in the total positive
fair value of USD 308780 (Previous Year NIL)
41. Previous year figures have been regrouped and rearranged wherever necessary.
42. Notes 1 to 41 form an integral part of accounts and are duly authorized.
Refer to our Report of even date.
Anita K. Sharma
Company Secretary
Mukat B. Sharma
CFO cum Whole Time Director
(DIN:02942036)
86
87
Particulars
Total Assets
(Rs.)
Total Revenue
(Rs.)
1.
636,482,823
1,037,257,243
5,930,705
2.
1,717,223,902
2,543,870,479
22,947,754
These financial statements have been certified by management and have been furnished to us, and in our opinion, insofar as it
relates to the amounts included in respect of the subsidiaries, are based solely on these certified financial statements.
Since the financial statements for the financial year ended 31st March, 2015, which were compiled by management of these
Companies, were not audited, any adjustments to their balance could have consequential effects on the attached consolidated
financial statements. However, the size of these subsidiaries, in the consolidated position is not significant in relative terms
Certified by Management:
Sl. No.
Particulars
1.
Foreign Subsidiaries
Total Assets
(Rs.)
Total Revenue
(Rs.)
2,353,706,725
3,581,127,722
28,878,459
As required by the Companies (Auditors Report) Order, 2015 (the Order), issued by the Central Government of India in
terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors reports of the Holding
company and subsidiary companies, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.
2.
As required by Section 143(3) of the Act, we report, to the extent applicable, that:
(a)
We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
(b)
In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears from our examination of those books and the reports of the
other auditors.
(c)
The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow
Statement dealt with by this Report are in agreement with the relevant books of account maintained for the
purpose of preparation of the consolidated financial statements.
(d)
In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e)
On the basis of the written representations received from the directors of the Holding Company as on 31st March,
2015 taken on record by the Board of Directors of the Holding Company none of the directors of the company, is
disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.
(f )
With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us:
i.
The consolidated financial statements have disclosed the impact of pending litigations on the consolidated
financial position of the Group as referred in Note 29.
ii.
The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.
iii.
There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Holding Company.
For Suresh C. Mathur & Co.
For Suresh C. Mathur & Co.
Chartered Accountants
(Firm Registration No. 000891N)
(BRIJESH C. MATHUR)
PARTNER
Membership No. 083540
88
II.
Note
As at
31.03.2015
As at
31.03.2014
3
4
3
35.33
698.45
22.80
35.33
604.57
-
5
6
7
108.55
9.20
3.08
146.69
9.42
2.57
8
9
10
11
633.37
258.02
119.32
40.83
1,928.96
499.58
225.51
86.98
30.34
1,640.99
12
402.30
8.15
7.69
2.14
5.84
22.23
415.35
8.15
6.14
1.75
3.81
16.34
772.34
524.89
64.69
101.77
16.92
1,928.96
617.94
409.18
55.34
91.78
15.21
1,640.99
13
14
15
16
17
18
19
20
NOTES TO ACCOUNTS
Accompanying Notes are an integral part of the Financial Statements
As per our Report of even date attached
For Suresh C. Mathur & Co.
Chartered Accountants
(Brijesh C. Mathur)
Partner
Membership No. 083540
Firm Registration No. 000891N
Place: New Delhi
Date: 28.05.2015
89
Anita K. Sharma
Company Secretary
Mukat B. Sharma
CFO cum Whole Time Director
(DIN:02942036)
Consolidated Statement of Profit & Loss for the year ended on 31st March, 2015
(` in crore)
Particulars
I.
Note
21
22
2,220.06
1,804.12
(47.38)
(28.15)
2,172.67
1,775.97
12.74
49.05
2,185.41
1,825.02
1,666.99
1,438.11
59.89
44.92
Expenses:
Cost of materials consumed
23
Purchase of Stock-in-Trade
Changes in inventories of Finished Goods,
Work-in Progress and Stock-in-Trade
24
(86.13)
(145.62)
25
121.29
108.84
Other Expenses
26
177.78
164.48
1,939.82
1,610.73
245.59
214.29
(I - II)
Finance Costs
27
94.31
85.50
28
40.18
31.76
111.11
97.03
Year Ended
31.03.2014
Income
Revenue from operations (Gross):
II.
Year Ended
31.03.2015
Tax expense:
(1)
Current tax
22.20
21.40
(2)
Deferred tax
0.50
(13.49)
88.41
89.12
Basic
25.03
25.23
(2)
Diluted
21.40
25.23
Anita K. Sharma
Company Secretary
Mukat B. Sharma
CFO cum Whole Time Director
(DIN:02942036)
90
Consolidated Cash Flow Statement For the year ended 31st March 2015
(` in crore)
Particulars
A.
Year Ended
31st March, 2015
Year Ended
31st March, 2014
111.11
97.03
38.26
1.91
79.09
(0.39)
-
31.76
70.70
0.92
0.36
118.87
229.98
(0.08)
(0.05)
(0.05)
-
103.74
200.77
(2.43)
(0.04)
(0.00)
(0.18)
229.80
(154.40)
(120.56)
67.08
(2.47)
198.30
(127.63)
(147.89)
70.52
(207.88)
21.92
6.42
(205.02)
(6.72)
(4.26)
(22.48)
5.87
(20.53)
(31.51)
(27.74)
(4.19)
(61.49)
3.80
0.05
0.05
0.08
(31.74)
0.04
2.43
(55.22)
95.65
199.70
(4.26)
(70.70)
(3.53)
(0.60)
120.62
33.89
33.89
21.45
55.34
22.80
(79.09)
(3.53)
(0.60)
35.23
9.35
9.35
55.34
64.69
For and on behalf of the Board
Anita K. Sharma
Company Secretary
Mukat B. Sharma
CFO cum Whole Time Director
(DIN:02942036)
AUDITORS REPORT
We have examined the above Cash Flow Statement of Lloyd Electric & Engineering Limited for the year ended 31st March, 2015, 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
corrosponding Profit & Loss Account and Balance Sheet of the company.
For Suresh C. Mathur & Co.
Chartered Accountants,
Firm Registration No. 000891N
Place: New Delhi
Dated: 28.05.2015
91
( Brijesh C. Mathur)
( Partner)
Membership No.083540
Notes to Consolidated Financial Statements for the year ended 31st March 2015
1.
CORPORATE INFORMATION
Lloyd Electric & Engineering Limited is a public company domiciled in India and incorporated under the provisions
of the Companies Act, 1956. Its shares are listed on National Stock Exchange of India Limited (NSE) & Bombay Stock
Exchange Limited (BSE) in India. The company is the largest manufacturer of heat exchangers coils in India. It
manufactures air conditioners for various brands as OEM / ODM including its own brand of LLOYD. It is also engaged
in in the Consumer Durable Business under Lloyd Brand which includes product portfolio like Air conditioner, LED
TV, Washing machines, Chest Freezers and other small home appliances. The company caters to both domestic and
international markets.
2.
BASIS OF PREPARATION
The Consolidated Financial statements of the company have been prepared in accordance with generally accepted
accounting principles in India (GAAP). The company has prepared these financial statements to comply in all
material respects with the accounting standards notified under the Companies (Accounting Standards) Rule, 2006
(as amended) and the relevant provisions of the Companies Act, 2013. The Consolidated financial statements have
been prepared on an accrual basis and under the historical cost convention, except for land acquired before 1st
April, 1993 which is carried at revalued amounts.
The accounting policies adopted in the preparation of consolidated financial statements are consistent with those
of previous year, except for the change in accounting policy explained below.
The financial statements of the company and its subsidiary companies 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- "Consolidated Financial Statements". The results of operations of a subsidiary are included in the
consolidated financial statements from the date of which the parent subsidiary relationship come in to
existence.
ii)
The difference between the cost to the group of investment in subsidiaries and the proportionate share in
equity of the investee company as the date of acquisition of stake in recognized in the consolidated financial
statements as goodwill or capital reserve as the case may be.
iii)
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 standalone financial statements.
iv)
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.
v)
The financial statements of the entities uses for the purpose of consolidation are drawn up to the same
reporting date of the parent company i.e. year ended 31 st March 2015.
vi)
All material Inter Company Balances & Transactions are eliminated on consolidation.
Notes to the Consolidated financial statements
92
2.2 THE SUBSIDIARY COMPANIES CONSIDERED IN THE PREPARATION OF THESE CONSOLIDATED FINANCIAL
STATEMENT ARE:
Name of the Subsidiary
Country of Incorporation
Remarks
Czech Republic
100% ownership
Czech Republic
100% ownership
Use of estimates
The preparation of consolidated financial statements in conformity with Indian GAAP requires the
management to make estimates and assumptions that affect the reported amounts of revenue, expenses,
assets and liabilities and disclosure of contingent liabilities, at the date of the financial statements. Although
these estimates are based upon management's best knowledge of current events and actions, actual results
could differ from these estimates. Difference between the actual results and estimates are recognized in the
period in which the results are known / materialized.
b)
c)
After Notification of the New Companies Act, 2013 which comes into effect from April 01, 2014,
Depreciation on fixed assets is provided on straight-line basis at the rates prescribed in schedule II to the
Companies Act, 2013.
ii)
Depreciation on assets added during the year, is calculated on pro-rata basis with reference to the date of
installation.
iii)
Depreciation rates has been arrived after applying estimated life provided in the Schedule-II, for calculating
depreciation on various categories of assets following estimated life has been provided in the schedule
Type of Assets
Life in Years
Building
30 Years
15 Years
Office Equipments
5 Years
Vehicles
8 Years
10 Years
Tangible fixed assets are depreciated on a straight-line basis over their estimated useful lives. Depreciation is
provided over the periods stated:
Building and constructions
30 years
10 years
Plant, machinery and equipment (less than MCZK 3) (Equivalent to Rs. 75 lacs)
8 years
2 years
15 years
Property improvements over CZK 40,000 (Equivalent to Rs. 1 lacs) per item per year are capitalized to the
acquisition price of the asset and depreciated over their remaining useful lives.
Tangible assets with unit cost up to CZK 40,000 (Equivalent to Rs. 1 lacs) are charged to profit and loss account
in the year these are acquired.
Where the net book value of an asset is greater than its estimated recoverable amount, a provision is
established to adjust the net book value of the asset to this recoverable amount.
Leasehold improvements are depreciated on the straight-line basis over the shorter of the period of the lease
contractor or their estimated useful lives.
d)
Intangible Assets
Depreciation policy of Indian company
Intangible Assets are stated at cost of acquisition. Following intangible assets are carried at cost less
accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a
straight line basis over the estimated useful economic life.The following are the acquired intangible assets :
i)
Inventory Valuation:
i)
Raw materials and consumables are valued at cost as per the Weighted Average Method and include(s)
customs duty wherever paid, and are net of credit availed under CENVAT scheme.
ii)
Stock in process is valued at direct cost, i.e., cost of materials and variable manufacturing expenses.
iii)
Finished goods are valued at lower of cost on the basis of Weighted average method or net realizable
value.
Iv)
Stock in transit lying in customs warehouse is valued at cost but does not include custom duty payable,
however, non-provision of duty does not affect the profit for the year.
v)
94
f)
Revenue Recognition:
i)
ii)
Sale of goods
Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the
goods have been passed to the buyer, usually on delivery of the goods. The Company collects central
sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these are not
economic benefits flowing to the Company. Hence, they are excluded from revenue. Excise duty
deducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire
amount of liability arising during the year.
g)
iii)
iv)
Dividend income is recognized when the right to receive the dividend is established.
Investments:
Long term Investments are stated at cost.
h)
Initial Recognition
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign
currency amount the exchange rate between the reporting currency and the foreign currency at the
date of the transaction.
ii.
Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are
carried in terms of historical cost denominated in a foreign currency are reported using the exchange
rate at the date of the transaction and non-monetary items which are carried at fair value or other similar
valuation denominated in a foreign currency are reported using the exchange rates that existed when
the values were determined.
iii.
Exchange Differences
Exchange differences arising on the settlement of monetary items or on reporting company's monetary
items at rates different from those at which they were initially recorded during the year, or reported in
previous financial statements, are recognized as income or as expenses in the year in which they arise.
iv.
i)
Retirement Benefits:
Provident Fund:Retirement benefit in form of provident fund is a defined contribution scheme and the contributions are
charged to the profit and Loss account of the year when the contributions to the respective funds are due.
Gratuity:The company's liability in respect of payment of gratuity is provided on accrual basis as per actuarial valuation.The
company is in process of having arrangement with insurance company to administer its Superannuation & Gratuity
Fund.
47
95
Leave Encashment:Leave Encashment are valued at cost to company basis without considering any discounting and salary
increase and provided on the basis of actual valuation.
j)
Taxation:
Current Tax:
Current Tax is the amount of tax payable on the taxable income for the year as determined in accordance with
the provisions of the Income Tax Act, 1961, except for the overseas subsidiaries and joint ventures where
current tax provisions is determined based on the local tax laws. Deferred tax is recognized for all timing
differences, subject to the consideration of prudence applying the tax rates that have been substantively
enacted by the Balance Sheet date.
Deferred Tax:
Deferred tax liabilities represent the tax effect of temporary differences substantially on account of
differences in the written down value of Fixed Assets on account of differing depreciation methods and rates
and other timing differences.
Minimum Alternate Tax
Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The
Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that
the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is
allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset in
accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax
under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and
shown as "MAT Credit Entitlement." The Company reviews the "MAT credit entitlement" asset at each
reporting date and writes down the asset to the extent the company does not have convincing evidence that
it will pay normal tax during the specified period.
k)
Impairment of Assets:
The carrying values of assets/cash generating units at each Balance Sheet date are reviewed for impairment of
assets. If any indication of such impairment exists, the recoverable amount of such assets is estimated and
impairment is recognized, if the carrying amount of these assets exceeds their recoverable amount. The
recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by
discounting the future cash flows to their present value based on an appropriate discount factor. When there
is indication that an impairment loss recognized for an assets in prior accounting periods no longer exists or
may have decreased such reversal of impairment loss is recognized.
l)
Borrowing Cost:
Cost in connection with the borrowing of funds to the extent not directly related to the acquisition of fixed
assets are amortized and charged to the Profit and Loss Account, over the tenure of the loan. Borrowing cost to
the extent directly attributable to acquisition of fixed assets is added to the cost of fixed assets.
m)
Segment Reporting:
i.
Business Segment
As per Accounting Standard 17 on segment reporting of ICAI, the Company has reportable segments viz.
Radiators & Heat Exchanger, OEM & Railways, Consumer Durable Products during the year under review.
Accordingly the reporting is done segment wise.
96
ii.
Geographical Segment
The analysis of geographical segment is based on the geographical location of the customers. The
Company operates primarily in India and has presence in international markets as well. Its business is
accordingly aligned geographically, catering to two markets. The Company has considered domestic
and exports markets as geographical segments and accordingly disclosed these as separate segments.
The geographical segments considered for disclosure are as follows;
- Sales within India represent sales made to customers located within India.
- Sales outside India represent sales made to customers located outside India.
n)
o)
p)
q)
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 Note of Accounts.
r)
Derivative Instruments:
The Company has entered into derivative contracts in the nature of interest rate swaps and forward contracts
with intention to hedge its requirements and firm commitments.The contracts are mark to market and losses are
recognized in the profit and loss account. Gains arising on the same are not recognized on ground of prudence.
s)
47
97
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
Authorized Capital
7,00,00,000 Equity Share of Rs. 10/- each
(Previous year 5,00,00,000 Equity Share of Rs. 10/- each)
70.00
50.00
70.00
50.00
35.33
35.33
35.32
35.32
0.01
0.01
35.33
35.33
NOTE:- 3
SHARE CAPITAL:1.
2.
3.
Paid up Capital
3,53,20,260 Equity Shares of Rs. 10/- each fully paid up
(Previous Year 3,53,20,260 equity shares of Rs. 10/- each)
Add:- Equity Shares forfeited
(amount originally paid up)
Total
NOTES:1.
(a)
Includes 40,00,000 Equity Share alloted in the year 2006-07 on conversion of warrants issued on preferential
basis during the year 2005-06
b)
Includes 92,00,000 underlying Equity Shares representing 46,00,000 Global Depository Receipts issued
during the year 2005-06
c)
In the year 2006-07 the Company had forfeited 13,300 equity shares due to the non-payment of allotment
money. The Board of Directors had annulled the forfeiture of 400 Equity shares on receipt of payment advice
by the shareholders and accordingly 400 Equity Shares had been restored back.
d)
43,20,000 no. of Equity Shares of Rs. 10/- each were alloted during the financial year 2013-14 in favour of
shareholders of erstwhile Perfect Radiators & Oil Coolers Pvt. Ltd. (PROC) on account of merger of PROC with
the Company retrospectively since 01.04.2011.
Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
Particulars
31 March, 2015
No. of
Shares
31 March, 2014
Amount
No. of
Shares
(` In Crores)
35.32 31,000,260
31.00
(` In Crores)
Amount
Equity Shares
Shares outstanding at the beginning of the year
Shares Issued during the year
Shares outstanding at the End of the year
35,320,260
35,320,260
4,320,000
4.32
35.32 35,320,260
35.32
98
(b)
(c)
31 March, 2015
31 March, 2014
No. of
Shares
% of
holding
No. of
Shares
% of
holding
3,713,520
10.51
3,713,520
10.51
629,175
1.78
3,009,567
8.52
3,304,133
9.35
3,304,133
9.35
3,315,005
9.39
3,315,005
9.35
2,300,000
6.51
As per the records of the company, including its register of shareholders/members and other declaration received
from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownerships of shares.
(d)
As at
(` In Crores)
As at
31.03.2015
31.03.2014
22.80
Total
22.80
Money received against Share Warrants represents amounts received towards warrants which entitles the warrant
holders, the option to apply for and be alloted equivalent number of equity shares of the face value of Rs. 10/- Each.
During the Current Financial Year, the Company has issued to its Promoter/Promoters Group 60,00,000 Warrants at a
price of Rs. 152 each entitling them for subscription of equivalent number of Equity Shares of Rs. 10/- each
(including premium of Rs. 142/- each Share) in accordance with chapter VII of SEBI (Issue of Capital & Disclosure
Requirements) Regulations, 2009. The holder of the warrants would need to exercise the option to subscribe to
equity shares before the expiry of 18 months from the date of allotment made on 13th March, 2015 upon payment
of the balance 75% of the consideration of warrants.
47
99
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
0.44
0.44
11.25
11.25
0.35
0.35
199.07
199.06
1.70
2.10
182.72
147.22
12.50
20.00
23.00
202.72
182.72
7.97
2.54
88.41
89.12
206.10
142.75
3.61
1.36
Depreciation Adjustment
2.33
0.02
300.43
233.23
Proposed Dividend
4.59
3.53
0.92
0.60
20.00
23.00
274.92
206.10
Total
698.45
604.57
NOTE:- 4
RESERVES AND SURPLUS
1)
Capital Reserve
(subsidy received against fixed assets)
2)
Capital Reserve
(Share Warrants forefeited by the Company)
3)
Revaluation Reserve
(land revalued as on 31st March, 1993)
4)
5)
Statutory Reserve
6)
General Reserve:
Opening balance
Add: Transfer from Debenture Redumption Reserve
Add: Transfer from Profit & Loss a/c
7)
8)
Less:- Approprations
100
(` In Crores)
Particulars
As at
31.03.2015
As at
31.03.2014
NOTE:- 5
LONG TERM BORROWINGS
1.
Term Loans
From Financial Institutions
From Schedule Banks:Foreign Currency loan
16.73
26.13
Indian Currency Loan
91.81
120.56
Total
108.55
146.69
Note:1.
Indian rupee loan for Rs. 35.00 Crores from IDBI Ltd. carries interest @ 12.25% P.A on Rs. 17.50 Crores and @ 11.50%
P.A. on Rs. 17.50 Crores. The Loan is repayable in 16 quarterly installment of Rs. 2.19 crores each after monotorium of
12 Months from the date of loan i.e. 31st March, 2013. Company has taken disbursement of Rs. 31.50 Crores.
2.
Foreign currency loan for USD 2038382.07 from EXIM Bank carries interest LIBOR + 4.50% p. a. The loan is
repayable in 17 quarterly installment of Rs. 1.59 Crores after monotorium of 12 months from the date of loan i.e.
14.07.2010. The current years balance has been shown under current maturities.
3.
Indian rupee loan for Rs. 120.00 Crores from SBI carriers interest @ 11.00% P.A. The Loan is repayable in 24
quarterly installment of Rs. 5.00 crores each after monotorium of 12 Months from the date of loan i.e. 30.06.2013
4.
Foreign currency loan for EURO 4000000 from State Bank of India. The loan is repayable in 6 installments.
NOTE - 6
DEFERRED TAX LIABILITIES
Opening Balance
9.42
22.90
(0.22)
(13.49)
9.20
9.42
3.08
3.08
2.57
2.57
NOTE - 7
LONG TERM PROVISIONS
Other Provisions
Provision for gratuity & leave encashment
Provision for Bad Debts
Provision for Warranty
Total
101
47
(` In Crores)
Particulars
As at
31.03.2015
As at
633.37
633.37
499.58
499.58
NOTE - 8
SHORT TERM BORROWINGS
1.
1.
The working capital loans, fund based as well as non fund based are secured by way of first hypothecation
charge on the stocks/ book debts, both present and furture and second charge on pari-passu basis on the fixed
assets of the company.
NOTE - 9
TRADE PAYABLES
Sundry Creditors
Total
258.02
258.02
225.51
225.51
27.77
1.90
0.15
4.51
1.58
25.26
1.79
18.72
2.16
0.36
4.68
2.02
10.47
0.86
25.38
28.75
1.24
0.74
0.25
119.32
17.26
28.75
0.24
1.21
0.26
86.98
30.22
4.59
0.92
5.11
40.83
22.82
3.53
0.60
3.40
30.34
NOTE - 10
OTHER CURRENT LIABILITIES
Salary Payable
F.P.F. Payable (Employees)
Other Statutory dues payable
Other expenses payable
Interest Accrued but not due
Others Liablity
Taxes Payable
Current maturity of Long Term Borrowings
Foreign Currency loan
Indian Currency Loan
Loan against Vehicles
(secured by hypothecation of vehicle financed)
Advances From Customer
Unclaimed Dividend
Total
NOTE - 11
CURRENT PROVISIONS
Provision for Income Tax
Provision for Fringe Benefit Tax
Provision for proposed dividend
Provision for tax on proposed dividend
Leave Encashment Payable
Total
102
47
103
2.08
2.72
664.40
606.70
Total
(Previous Year)
61.51
2.76
20.03
1.93
0.83
30.53
1.35
0.23
19.80
644.37
2.71
47.68
0.52
6.03
6) Vehicles
9) Adjustment to Assets
1.47
7.43
0.77
21.59
467.31
5) Office Equipments
0.92
3.81
5.77
0.34
0.29
0.05
5.43
0.64
3.04
0.89
0.85
Additions Deduction
GROSS BLOCK
1.21
0.12
16.10
As at
01.04.2014
94.90
3) Buildings
2) Temporary Constructions
1) Leasehold Land
PARTICULARS
NOTE :- 12
FIXED ASSETS:
664.40
691.91
22.46
1.88
20.58
669.46
48.39
2.39
2.59
7.50
8.20
488.00
96.11
0.19
16.10
As at
31.3.2015
211.05
240.89
11.89
0.12
11.77
229.01
20.37
0.20
0.52
3.79
5.56
183.65
14.80
0.12
Up to
31.3.2014
32.21
38.26
2.43
2.43
35.84
0.25
0.84
0.79
31.34
2.61
For the
Year
2.36
2.33
0.01
0.01
2.31
3.24
0.01
0.26
0.27
(1.14)
(0.32)
(0.01)
Adjustment
DEPRECIATION
240.90
281.46
14.30
0.12
14.18
267.16
23.61
0.20
0.78
4.90
6.62
213.85
17.08
0.11
Up to
31.3.2015
423.51
410.45
8.15
1.76
6.40
402.30
24.77
2.19
1.81
2.60
1.57
274.15
79.03
0.07
16.10
As at
31.03.2015
395.66
423.51
8.15
0.11
8.04
415.35
27.31
2.52
1.56
2.24
1.87
283.65
80.10
16.10
As at
31.03.2014
NET BLOCK
(` in crore)
(` in crore)
Particulars
Face
Value
Number of
Shares
As At
31.03.2015
Number of
Shares
As At
31.03.2014
2
10
10
10
10
2
10
10
10
10
375
25
5
15
1000
13000
24200
25600
16900
320
0.00
0.00
0.00
0.00
0.00
0.00
0.08
0.02
0.00
375
25
5
15
1000
13000
24200
25600
16900
320
0.00
0.00
0.00
0.00
0.00
0.00
0.08
0.02
0.00
10
10
2
1
10
10
10
10
2
2
10
1
1
1
10
2
80
125
125
1350
1124
4600
500
200
525
150
50
832
1100
500
125000
50000
0.00
0.01
0.00
0.02
0.02
0.03
0.00
0.00
0.00
0.00
0.00
0.07
0.00
0.00
1.91
0.11
0.10
2.37
0.53
1.84
80
125
125
1350
1124
4600
500
200
525
150
50
832
1100
500
125000
50000
0.00
0.01
0.00
0.02
0.02
0.03
0.00
0.00
0.00
0.00
0.00
0.07
0.00
0.00
1.91
0.11
0.10
2.37
0.92
1.45
10
10
10
300000
350
400
0.30
0.00
0.00
300000
350
400
0.30
0.00
0.00
NOTE:- 13
INVESTMENTS:
Quoted Shares
Blue Star Ltd.
Blue Star Info. Ltd.
Castrol (India) Ltd.
Castrol (India) Ltd. (bonus share)
Chambal Fertizers & Chem. Ltd.
D.B. International Brokers Ltd.
Dot Com. Global Ltd.
Shardul Securities Ltd.
ACE Edutrend Ltd. (Formerly known as ACE India Ltd.)
Dion Global Solutions
Healthfore Technologies Ltd. (Formerly known as Religare
Technologies Ltd)
Glaxo Smithkline Pharmaceuticals Ltd.
HDFC Bank Ltd.
Hindustan Unilever Ltd.
JSW Steel Ltd.
Lumax Industries Ltd.
Panasonic Energey India Co. Ltd
Pan India Corpn Ltd (Formerly known SRG Infotech Ltd.)
Sterlite Opiticals Ltd.
Subros Ltd.
Tata Chemicals Ltd.
Tata Consultancy Services Ltd.
Visesh Infotecnics Ltd.
Voltas Ltd.
GHCL Ltd.
Archies Ltd.
Investment in SBI Mutual Fund
Sub-Total (A)
Less:- Dimunation in Value of Investments
Unquoted Shares:
Lloyd Credits Ltd.
Lloyd Aircon (P) Ltd.
Carrier Aircondition & Refrigetation Ltd.
Subsidiary Company
Sub-Total (B)
Additional Information :
1) Aggregate amount of Companys a) Market value of Quoted Investments
b) Unquoted Investments
0.30
0.30
2.14
1.75
1.84
0.30
1.45
0.30
104
(` in crore)
Particulars
As at
31.03.2015
As at
31.03.2014
Security Deposits
4.57
3.65
Other Advances
1.27
0.16
Total
5.84
3.81
14.43
13.07
3.61
1.36
18.04
14.43
Opening balance
1.91
3.83
4.19
Total
6.10
3.83
1.91
1.91
4.19
1.91
22.23
16.34
229.37
172.82
Stock in Process
27.87
33.05
Finished Goods
460.57
368.74
0.22
0.55
54.32
42.78
772.34
617.94
10.57
21.24
Other Receivables
514.32
387.94
Total
524.89
409.18
NOTE - 14
LONG TERM LOAN & ADVANCES
NOTE - 15
OTHER NON CURRENT ASSETS
MAT Credit Entitlement
Opening
Add:- during the year
Deferred Revenue Expenses
Total
NOTE - 16
INVENTORIES:
Raw-materials, Consumables and Components
NOTE - 17
TRADE RECEIVABLES
Outstanding for a Period exceeding six months from the date
they are due for payment
47
105
(` in crore)
Particulars
As at
31.03.2015
As at
31.03.2014
0.32
0.26
63.17
53.97
0.25
0.26
In fixed deposits
0.13
0.03
0.78
0.78
0.04
0.04
64.69
55.34
3.49
0.77
0.24
15.94
14.89
17.50
0.00
46.54
2.39
3.00
1.02
3.22
18.27
9.08
8.63
0.00
46.54
2.02
101.77
91.78
16.92
15.21
Total
16.92
15.21
Year ended
31.03.2015
Year ended
31.03.2014
2,147.51
1,754.99
68.97
48.16
3.58
0.97
2,220.06
1,804.12
NOTE - 18
CASH & CASH EQUIVALENTS
CASH AND BANK BALANCES:
Cash balance in hand
Balances with Schedule banks
In Current Accounts
Total
NOTE -19
SHORT TERM LOANS & ADVANCES :
Advances recoverable in cash or in kind or for value to be recovered
Advance to Employees
Other Advances
Prepaid Exp.
Balance with Statutory/Government Authorities
Advance tax/ TDS Recoverable
Interest receivable on NSC
Insurance Claims Receivables
VAT Account
Total
NOTE - 20
OTHER CURRENT ASSETS
Particulars
NOTE -21
REVENUE FROM OPERATIONS
Sale of Products
Manufacturing Goods
Traded Goods
Other Operating Income
Total
106
(` in crore)
Particulars
Year ended
31.03.2015
Year ended
31.03.2014
7.36
0.08
1.94
3.25
0.05
0.05
12.74
8.04
2.43
38.55
0.00
0.04
49.05
172.82
198.16
Add:-Purchases
1,672.10
1,391.76
Carriage Inwards
55.48
21.00
233.41
172.82
1,666.99
1,438.11
Opening stock
33.05
27.65
27.87
33.05
5.19
(5.41)
Opening stock
369.29
229.08
460.61
369.29
(91.32)
(140.21)
Total
(86.13)
(145.62)
26.03
2.23
71.64
2.30
1.87
17.23
121.29
25.12
1.36
60.28
1.78
2.00
18.31
108.84
NOTE - 22
OTHER INCOME:
Income from scrap
Interest Income
Gain from Exchange Fluctuation
Misc.Income
Profit on Sale of Fixed Assets
Dividend Income
Total
NOTE - 23
COST OF MATERIAL CONSUMED
Raw materials, consumables & component consumed
Opening stocks
NOTE - 24
CHANGES IN INVENTORY
1)
NOTE - 25
EMPLOYEE BENEFIT EXPENSES
Wages (Workes)
Labour Welfare
Salary Account
Employer contribution in PF
Staff Welfare
Social security and health insurance expenses
Total
47
107
(` in crore)
Particulars
Year ended
31.03.2015
Year ended
31.03.2014
5.34
0.83
6.71
22.83
3.88
3.17
5.03
3.58
0.52
0.48
6.55
8.39
0.58
19.19
(0.39)
1.25
34.49
0.75
2.27
18.82
24.15
4.69
3.74
0.70
0.19
0.06
177.78
3.93
0.69
5.40
34.94
4.59
2.36
3.16
2.79
0.60
0.50
4.33
6.75
0.58
18.37
0.36
4.26
0.92
18.75
0.85
0.43
18.73
24.89
4.59
0.65
0.36
0.18
0.53
164.48
79.09
15.21
94.31
70.70
14.81
85.50
35.84
2.43
1.91
40.18
25.73
4.12
1.91
31.76
NOTE - 26
OTHER EXPENSES
Repair and Maintanance
- Plant & Machinery
- Building & Office
Electricity Charges
Factory Overheads
Lease Charges
Insurance
Rent Rate & Taxes
Postage & Courier & Telephone Expenses
Printing and stationery
Audit Fee (including service tax)
Legal & Professional Expenses
Travelling & Conveyance Expenses
Motor Car Expenses
Misc. Expenses
Loss on sale of Fixed Assets
Loss on foreign exchange fluctuation
Dimunation in Value of Investments
Donation/Charity
Advertisement Expenses
Sales Promotion Expenses
Business Promotion
Octroi & Carriage outwards
Discount
Service Contract charges
Commission and incentive
Foreign Exhibition Expenses
Free Samples
Bad debts & Provision
Total
NOTE - 27
FINANCIAL COSTS
Interest Paid
Bank charges
Total
NOTE - 28
DEPRECIATION AND AMORTISATION
Depreciation on Tangible Assets
Amortization of Intangible Assets
Deffered Revenue Expenses Written off during the year
Total
108
NOTES TO ACCOUNTS:
29. Contingent liability not provided for:
Particulars
A.
B.
Current Year
Previous Year
(` in crore)
(` in crore)
2014-15
2013-14
0.22
0.11
0.84
1.11
0.22
0.11
0.84
5.95
19.51
5.94
31.17
NIL
16.47
8.44
10.25
NIL
35.26
20.25
NIL
* the Company has received show cause notices from custom department post the balance sheet date. The Total demand
under show cause notices received is Rs.46.23 Crore
NIL
NIL
47
109
(` in crore)
Relationship
Amount Outstanding
as on 31.03.2015
Amount Outstanding
as on 31.03.2014
Subsidiary Loan
NIL
0.16
Amount Outstanding
as on 31.03.2015
21.10
Amount Outstanding
as on 31.03.2014
NIL
b)
Relationship
Subsidiary Loan
ii.
iii.
Names of related parties and related Party relationships: Wholly Owned Subsidiaries
a.
Lloyd Coils Europe s.r.o. Czech Republic
b. Janka Engineering s.r.o. Czech Republic
List of Key management personnel as defined under Accounting Standard (AS) 18,Related party disclosures:
a.
Mr. Brij Raj Punj
Chairman and Managing Director
b. Mr. Bharat Raj Punj
Executive Director
c.
Mr. A. K. Roy
Whole Time Director
d. Mr. Mukut B. Sharma
Chief Financial Officer cum Whole Time Director
e.
Mr. Nipun Singhal
Whole Time Director
Enterprises owned or significantly influenced by key management personnel or their relatives;
a.
Fedders Lloyd Corporation Ltd
b. Fedders Lloyd Trading FZE
c.
Airserco Pvt. Ltd.
d. Perfect Radiators & Oil Coolers Pvt. Ltd.
e.
PSL Engineering Pvt. Ltd.
f.
Regal Information Technology Pvt. Ltd.
g. Lloyd Aircon Pvt. Ltd.
h. Lloyd Credits Ltd.
i.
Lloyd IT Technology Pvt. Ltd.
j.
Lloyd Sales Pvt. Ltd.
k.
Lloyd Manufacturing Pvt. Ltd.
l.
Lloyd Infotech (India) Pvt. Ltd.
m. Lloyd Stock & Investments Pvt. Ltd.
n. Himalayan Mineral Waters Pvt. Ltd.
o.
Punj Engineering Pvt. Ltd.
p. Punj Services Pvt. Ltd.
q. Pandit Kanahaya Lal Punj Pvt. Ltd.
r.
PSL Wolfe JV Pvt. Ltd.
s.
Pandit Kanahaya Lal Punj Trust
110
B.
2014-15
2013-14
6.72
46.26
16.92
3.15
31.06
15.21
27.01
2.28
2.28
6.08
6.08
3.04
3.04
1.24
0.05
21.10
0.01
0.35
-
0.02
0.07
0.01
0.16
-
0.72
0.58
1.93
0.41
1.13
1.45
0.45
0.87
0.38
0.60
B.
Current Year
Previous Year
(` in crore)
(` in crore)
2014-15
2013-14
88.41
35,320,260
89.12
35,320,260
25.03
25.23
21.40
25.23
*Assuming full conversion of 60,00,000 convertible warrants issued on preferential basis as per SEBI (ICDR)
Regulations, 2009 on 13th March, 2015
Consumer Durables
b.
c.
2014-15
(` in crore)
I.
Segment Revenue
i.
Consumer Durables
961.81
ii.
854.13
iii.
826.09
2642.03
469.36
2172.67
Segment Results
(PROFIT (+)/LOSS(-))
i.
Consumer Durables
96.25
ii.
30.51
iii.
87.32
214.08
112
iii.
exceptional Items
94.31
8.66
-
111.11
Capital Employed
i.
Consumer Durables
230.00
ii.
222.00
iii.
312.00
iv.
122.00
v.
Unallocated
33.00
Sub-Total
B.
919.00
(` in crore)
st
st
Particulars
31 March, 2015
31 March, 2014
Within India
1788.65
1255.76
Outside India
384.02
520.21
2172.67
1775.97
Total
Fixed Assets as per Geographical Locations
The Company has common fixed assets, other assets and liabilities for domestic as well as overseas market. Hence,
separate figures for assets and liabilities have not been furnished.
37. During the Financial Year 2013-14 on 24th August 2013, fire broke out at the adjoining warehouse at Gate No. 3, Plot
No-2, Kalkaji Industrial Area, New Delhi-110019 and soon spread burning down the Companys warehouse,
resulting in loss of stocks and warehouse. However, was no casualty arising out of the fire. The Company had filed
the claim of Rs. 46.44 Crores with the United India Insurance Co. Ltd.The matter is pending with Insurance Company.
Sale of Products
S.No. Particulars
113
47
(` in crore)
As at 31.03.2015
As at 31.03.2014
1.
Forward Contract
NIL
NIL
2.
Currency Swap
100
NIL
3.
NIL
0.20
4.
Option
NIL
NIL
ii)
For hedging Commodity related risks: The Company held open commodity derivatives in the total positive
fair value of USD 308780 (Previous Year NIL)
39. Previous year figures have been regrouped and rearranged wherever necessary.
40. Notes 1 to 40 form an integral part of accounts and are duly authorized.
Refer to our Report of even date.
As per our Report of even date attached
For Suresh C. Mathur & Co.
Chartered Accountants
(Brijesh C. Mathur)
Partner
Membership No. 083540
Firm Registration No. 000891N
Place: New Delhi
Date: 28.05.2015
Anita K. Sharma
Company Secretary
Mukat B. Sharma
CFO cum Whole Time Director
(DIN:02942036)
114
Form AOC- 1
(Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part A: Subsidiaries
(` in crore)
S.No.
Reporting Period
Reporting Currency
CZK
CZK
Exchange Rate
2.43
2.43
Share Capital
43.71
36.52
28.67
-22.62
Total Assets
171.72
63.65
Total Liabilities
171.72
63.65
Investments
NIL
NIL
Turnover
234.76
102.95
8.00
0.09
10
0.13
-1.45
11
8.13
-1.36
12
Proposed Dividend
NIL
NIL
13
% of shareholding
100%
100%
Notes:
There is no subsidiary which is yet to commence operations.
There is no subsidiary which has been liquidated or sold during the year.
For and on behalf of the Board
115
47
Form AOC-1
Anita K. Sharma
Company Secretary
Mukat B. Sharma
CFO cum Whole Time Director
(DIN:02942036)
NOTES
Notes
116
NOTES
117
47
Notes
Engineering Smiles..
Enriching Lives..
Global in vision and rooted in Indian Values, the Company is driven by a performance ethic pegged on
value creation for all its stakeholders. And that is how we wish to add a smile to every life we touch Our
business partners, customers, investors and employees, enriching many a lives along the way
Thank You..
159, Okhla Industrial Estate, Phase III, New Delhi 110020 (INDIA)
Ph: 91-11-40627200-300, Fax: 91-11-41609909
Email: investor.relation@lloydengg.com
Website: www.lloydengg.com