01 May 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:42 PM
Fedders Lloyd Corporation Ltd.

BSE

  • 83.35 -2.20 (-2.57%)
  • Vol: 78560
  • BSE Code: 500139
  • PREV. CLOSE
    85.55
  • OPEN PRICE
    85.80
  • BID PRICE (QTY.)
    83.35(688)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 83.10 0.00 (0%)
  • Vol: 344665
  • NSE Code: FEDDERLOYD
  • PREV. CLOSE
    83.10
  • OPEN PRICE
    85.50
  • BID PRICE (QTY.)
    83.10(1426)
  • OFFER PRICE (QTY.)
    0.00(0)

Fedders Lloyd Corporation Ltd. Accounting Policy

Report on Corporate Governance

"Good Corporate Governance; It's about being proper and prosper"

The Directors present the Company's Report on Corporate Governance pursuant to Clause 49 of the Listing Agreements entered into with the Stock Exchanges.

"Your Company belongs to a legacy where the visionary founders laid the stone for good governance which enables one to build trust and confidence of all stakeholders'.'

In accordance with Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Limited and National Stock Exchange of India Limited (the "Stock Exchanges"), the report containing the details of Corporate Governance system and processes at Fedders Lloyd Corporation Limited are as follows:

At Fedders Lloyd Corporation Limited, Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximizing stakeholder's value, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral for creating, enduring value for all.

I. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholder's aspirations and societal expectations. Good governance practices stem from dynamic culture and positive mindset to meet the aspirations of our stakeholders. The essence of Corporate Governance lies in promoting and maintaining integrity, transparency, and accountability in the management's higher echelons.

The Company has a strong legacy of fair, transparent and ethical governance practices. Our governance practices go beyond mere letter of statutory and regulatory requirements and actually implement the governance in sprit.

At Fedders Lloyd, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in ethical manner. „. ¦»

We believe that in business, there is something more important than just top line and bottom line. We believe that each of us needs to strive towards producing our very best in all we do. After all, when you strive, with every sinew to be the best you can be, it will show.

We, at Fedders Lloyd believe in a tradition of trust by adhering the golden rules for ensuring Best Corporate Practices which reflects as:

II. BOARD OF DIRECTORS

The Company has the Board with varied management expertise. 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. In keeping with the commitment of the management for the principle of integrity and transparency in business operations for good corporate governance, the Company's policy is to have an appropriate blend of executive and independent directors to maintain the independence of the Board and to separate the Board functions of governance and management

Board Meetings

During the year under review, four (4) board meetings were held on 27 August 2014, 10 November 2014, 11 February 2015, 08 May 2015 respectively.

The requisite quorum was present for all the meetings. The intervening period between two Board Meetings was well within the maximum time gap as prescribed under the statutory provisions.

III. BOARD COMMITTEES

The Board has constituted various committees of Directors to take informed decisions in the best interest of the Company. These committees monitor the activities falling within their terms of reference.

1. AUDIT COMMIT

The Audit Committee of the Company, interalia, provides assurance to the Board on the adequacy of the internal control systems and financial disclosures. Apart from all the matters provided in clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013, the Committee reviews reports of the Internal Auditors, meets Statutory Auditors periodically and discusses their findings, suggestions, internal control systems, scope of audit, observations of the Auditors and reviews accounting policies followed by the Company.

The Committee reviews with the management, quarterly / half yearly and annual financial statements before its submission to the Board. The minutes of the Audit Committee meetings are placed and noted at the subsequent meeting of the Board of Directors of the Company.

(a) Terms of reference of the Audit Committee:

• Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise ofjudgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

• Reviewing with the management, the quarterly financial statements before submission to the board for approval;

• Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Review and monitor the auditor's independence, performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the Whistle Blower mechanism.

• To consider and approve the appointment and terms & conditions of appointment of Chief Financial Officer/ whole-time Finance Director or any other person heading the finance function or discharging that function, after assessing the qualifications, experience & background, etc. of the candidate;

• The audit committee shall invite the auditors of the Company and Key managerial personnel to provide them the right of being heard in the meeting when it considers the auditor report;

• To review the following in the meeting without attendance of Non-independent Directors and members of management at least once in a year:

(a) the performance of non-independent directors and the Board as a whole;

(b) the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(b) Composition, Meeting and Attendance

During the year under review, Audit Committee comprised of 3 members, all of them were Independent Directors. Mrs. Purnima Sharma, Company Secretary acts as the secretary to the Committee.

2. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee is constituted in compliance with the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement executed with the Stock Exchanges, for formulization of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The functions of Nomination and Remuneration Committee interalia includes succession planning for Board of Directors and Senior Management Employees, identifying and election of candidates for appointment of Directors/Independent Directors based on certain laid down criterias, identifying potential individuals for appointment of key managerial personnel and other senior managerial position and review the performance of the Board of directors and senior management personnel including key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between fixed and incentive pay reflecting both short and long term objectives of the company.

(a) Terms of reference of the Nomination and Remuneration Committee:

• 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 and shall carry out evaluation of every director's performance.

• To formulate the criteria for determining the qualifications, positive attributes of the key management and recommendation of their remuneration and to determine the remuneration and compensation policy and other benefits for the key management including their term of service.

• While formulating the policy, the Committee shall ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3. 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 goals

• To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company's goals.

• To ensure the Board Diversity by devising the structure of Board of Directors.

Remuneration Policy

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements as per the compensation packages decided by Nomination and Remuneration committee, for the Executive/Non-Executive Directors and KMPs of the Company in conformity with the provisions of the Companies Act, 2013. It is aimed at attracting and retaining high caliber talent. The remuneration policy is also in consonance with the existing practice in the Industry.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the Listing Agreement and provisions of Section 178 of the Companies Act, 2013, the Company has in its place a stakeholders relationship committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

(a) Terms of reference of the Stakeholders Relationship Committee:

1. To consider and resolve the grievances of security holders and investors of the Company including complaints in relation to transfer of shares, non-receipt of Annual Reports or declared dividend etc.

2. To oversee performance of the Registrar and Share Transfer Agent of the Company including review of their appointment/re-appointment and terms of reference.

3. To recommend measures for overall improvement in the quality of investor services and to safeguard interest of all stakeholders, particularly minority shareholders and making balance in the conflicting interest of the stakeholders.

4. To periodically review the implementation and compliance of company's code of conduct for Prohibition of Insider Trading.

5. To consider and resolve the grievance of security holders of the Company.

6. To periodically review the implementation and compliance of disclosures under SEBI (Substantial Acquisitions and Takeover) Regulations, 2011.

7. To look into grievances arising out regarding share transfer, dividends, dematerialization, rematerialization, duplicate share certificates.

8. To seek other allied matters of investors' services.

9. To oversee the work of registrar and Transfer agent.

10. To monitors the compliances with respect to Rules/ Regulations prescribed by Securities & Exchanges Board of India (SEBI), Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and other regulatory bodies etc.

11. To recommend measures for overall improvement in the quality of investors services.

12. The Chairperson of the committee shall or any other member of the committee authorized by him in this behalf shall attend the General Meeting of the Company.

(b) 36 meetings of the Stakeholders Relationship Committee were held during the year ended on 30 June 2015.

(c) Composition, Meeting and Attendance

The Company has always valued its customer's relationships. Mrs. Purnima Sharma, Company Secretary being the Compliance Officer takes all necessary and immediate steps for investors grievances and carefully looks into each issue and reports the same to the Committee from time to time.

4. COMMITTEE OF BOARD OF DIRECTORS

In accordance with provisions of Section 179 of the Companies Act, 2013, the Company has set up a Committee of Board of Directors and has vested with the essential powers to perform various responsibilities. The Committee is authorized to transact all the businesses which the Board of Directors of the Company are empowered to transact except for the transactions that are mandated to be dealt in at the Board Meeting and have been specifically barred pursuant to the provisions of the Companies Act, 2013 from being delegated to Committee. The Committee meets at regular intervals to decide upon matters of routine nature and the minutes of the Committee meeting held during the quarter are placed before the Board for consideration and ratification.

(a) Terms of reference of the Committee are as under:

In accordance with the provisions of Companies Act, 2013, the Committee of Board of Directors has been authorised to grant powers in connection with day to day routine matters such as authorisation for various tender purposes, banking matters or any other matters for day to day business operations of the Company for protecting the interest of the Company.

(b) 12 meetings of the Committee of Board of Directors were held during the year as on 30 June 2015.

5. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Pursuant to the provisions of Section 135 of Committee Act, 2013 read with the Rules framed thereunder, your Company has in its place a duly constituted Corporate Social Responsibility (CSR) Committee headed by Mr. Nemichandra D. Jain. The other members of the Committee are Mrs. Ritushri Sharma and Mr. Sham Sunder Dhawan.

CSR Policy largely functions on promoting child education through the initiatives taken by Pandit Kanahaya Lal Punj Trust (PKLP Trust), a philanthropic arm of Fedders Lloyd. The Company aims to create a meaningful and lasting impact on the communities proximate under-served areas by helping them transcend the barriers of socio-economic development.The details of the initiative taken by the Company in CSR activities are mentioned in the Annexure to the Board's report and is available on our website at www.fedderslloyd.com .

The CSR Committee is responsible for the following:

(a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII;

(b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a) in due compliance with Section 135 of new Companies Act, 2013; and

(c) Periodically review the CSR activities and monitor the compliance of the Corporate Social Responsibility Policy of the Company from time to time.

COMPLIANCE OFFICER

Mrs. Purnima Sharma, Company Secretary acts as Compliance Officer of the Company for complying with the requirements of the listing agreement with the stock exchanges and requirements of SEBI (Prohibition of Insider Trading), Regulation, 2015.

V. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to its Board, senior management personnel and employees. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. - customer value, ownership mind-set, respect, integrity, one team and excellence.

The Code has been placed on the Company's website i.e. on www.fedderslloyd.com . The Code has been circulated to directors and key management personnels, and its compliance is affirmed by them annually.

A declaration signed by the Company's Chairman & Managing Director is published in this Report.

Related Party Transactions:

During the period under review, the Company has not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the Company's interest. Attention of members is drawn to the disclosure of transactions with related parties are set out in Notes to Financial Statements, forming part of the Annual Report. All related party transactions are negotiated on an arms length basis, and are entered in the ordinary course of business.

b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI, or any statutory authority, on any matter related to capital markets, during the last three years:

There was no penalties, strictures imposed on the Company by stock exchanges or SEBI, or any other statutory authority, on any matter related to capital markets during the last three years.

c) Disclosure of AccountingTreatment:

The Company follows Accounting Standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006 and/or by the Institute of Chartered Accountants of India in the preparation of financial statements and has not adopted a treatment different from that prescribed in any Accounting Standard.

d) Whistle Blower Policy/Vigil Mechanism:

Pursuant to the provisions of section 177 of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. Ethical behavior in the areas of business conduct is of utmost priority to the Company.

The Company is committed for developing a culture to provide adequate safeguards against victimization of employees and directors. The Company has established a vigil mechanism namely 'Whistle Blower Policy" for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The purpose of the Whistle Blower Policy of the Company is to provide adequate safeguards against victimization of directors and employees who avail of the vigil mechanism provision and to provide direct access to the chairperson of the Audit Committee. The said policy is also available on the website of the Company.

e) Details of Compliance with mandatory requirements:

The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement and the Company has fulfilled the following non-mandatory requirements as prescribed in Annexure XIII to the Clause 49 of the Listing Agreements entered into with the Stock Exchanges:

• The Managing Director (CEO) and Chief Financial Officer (CFO) have certified to the Board in accordance with Clause 49 (IX) of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 30 June 2015, which is annexed hereto.

• The statutory financial statements of the Company are unqualified.

f) Reconciliation of share capital audit:

A qualified Practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms 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.

g) Code of Conduct

The members of the Board and senior management have affirmed the compliance with the Code applicable to them during the year ended 30 June 2015. The Annual Report of the Company contains a Certificate by the Chairman & Managing Director in terms of Clause 49 of the listing agreement based on the compliance of code of conduct.

h) Risk Management

The Company has laid down procedures for risk assessment and minimization and the same is periodically reviewed by the Board. The Company has adequate internal control systems to identify risk and ensuring their effective control.

VI. MEANS OF COMMUNICATION

The Company disseminates information to all stakeholders through various channels:

Financial Results

Quarterly & Annual Results are published in prominent daily newspapers viz. The Pioneer (English), and Rashtriya Sahara (Hindi-). The results are also posted on Company's website i.e. on www.fedderslloyd.com  and also on the websites of Stock Exchanges - BSE and NSE at www.bseindia.com and www.nseindia.com , respectively.

Website

The Company's website i.e. on www.fedderslloyd.com  contains a separate dedicated section 'Investor Relations' where shareholders' information is available. The Company's Annual Report is also available in a user-friendly and downloadable form.

Annual Report

The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereto and is displayed on the Company's website on www.fedderslloyd.com <http://www.fedderslloyd.com>.

Whether Management Discussion & Analysis report is a part of Annual Report or Not

Yes

Whether Shareholder Information Section forms part of the Annual Report

Yes

VIII. GENERAL SHAREHOLDERS INFORMATION

1. Registered Office

6 and 6/1, UPSIDC Industrial Area, Sikandrabad, District Bulandshahr-203205 (UP) India

2. Corporate Office

159, Okhla Industrial Estate, Phase III, New Delhi 110020

3. Annual General Meeting

Date 25 September 2015

Time 9:30 A.M.

Venue At the Registered Office of the Company

4. Financial Year

The Details furnished in the Annual Report pertains to the Financial Year 2014-15. By virtue of the provisions of the Companies Act, 2013, the Board of Directors in its Board Meeting held on 08 May 2015 has approved the next financial year 2015-16 of the Company comprising of 9 months and ending on 31 March 2016.

5. Date of Book Closure/ Record Date

21 September 2015 to 25 September 2015

6. Dividend Payment

The dividend of Rs. 1/- per equity share for the financial year 2014-15, subject to the approval of the shareholders has been recommended by the Board of Directors. The same shall be paid to shareholders within 30 days from the date of declaration.

7. Listing of Equity Shares on Stock Exchanges;

Bombay Stock Exchange Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

National Stock Exchange of India Limited (NSE)

''Exchange Plaza", Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051

8. Stock Code/ Symbol

BSE : 500139

NSE : FEDDERLOYD

ISIN No. : INE249C01011

9. Listing Fees to Stock exchanges

The Company has paid the listing fees for the year 2015-2016 to the above Stock Exchanges

10. Custodial Fees to Depositories

The Company has paid custodial fees for the financial year 2014-2015 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The fees for the financial year 2015-16 will be paid by the Company on receipt of the invoices

11. Unclaimed/Unpaid Dividend:

As per the provisions of Section 205A and 205C of Companies Act, 1956/ Section 124 of the Companies Act, 2013, dividends unclaimed for a period of seven years statutorily gets transferred to the Investor Education and protection fund (IEPF) administered by the Central Government and therefore cannot be claimed by the investors. The unclaimed dividend up to the financial year 2006-07 had been transferred to the IEPF and hence no claim shall lie with the Company in respect of the same.

The dividend for the following years remaining unclaimed for seven years will be transferred by the Company to IEPF according to the schedule given below. Shareholders who have not so far encashed their dividend warrant(s) or have not received the same are requested to seek issue of duplicate warrant(s) to the Company confirming non-encashment/non receipt of dividend warrant(s). Once the unclaimed dividend is transferred to IEPF, no claim shall lie in respect of the same.

12. Share Transfer System

Share transfers are processed and share certificates duly endorsed are delivered within a period of seven days from the date of receipt, subject to documents being valid and complete in all respects. The Board has constituted the Stakeholders Relationship Committee and delegated the power of approving transfer, transmission, etc. of the Company's securitiesto this Committee. A minutes of transfer/transmission of securities of the Company so approved by aforesaid Committee members place at every Board meeting held after the said transactions. The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with the Stock Exchanges.

IX. FINANCIAL CALENDAR FORTHEYEAR 2015- 2016 (PROVISIONAL):

Declaration of Results for the Quarter ended on :Tentative Date

Financial Reporting for the quarter ending 30 June 2015 :13 August 2015 (Actual)

Financial Reporting for the quarter ending 30 September 2015 :On or before 15 November 2015

Financial Reporting for the quarter ending 31 December 2015 :On or before 15 February 2016

Financial Reporting for the quarter and year ending 31 March 2016 :On or before 30 May 2016

Annual General Meeting for the year ended 31 March 2016 :Before the end of September 2016

XIV. DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Company's shares are compulsorily traded in dematerialized form and are available for trading on both the depositories in India viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). During the period under review, 29,809,886 equity shares of the Company, forming 96.88% of the shareholding stands dematerialized.

XV. OUTSTANDING WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY.

Warrants

During the year under review, the Board of Directors in its meeting held on 08 May 2015 has approved to issue 50,00,000 Preferential Warrants convertible into equal number of equity shares to promoters group entities subject to the approval of shareholders and any other statutory authorities pursuant to the provisions of the Companies Act, 2013, Listing Agreement entered with Stock Exchanges and as per the applicable provisions of SEBI (ICDR) Regulations, 2009.

However, the same was approved by the shareholders and/ or the statutory authorities, as applicable after the year ended 30 June 2015 and duly allotted to the proposed allottees on 03 August 2015 on receiving the upfront consideration of 25% of total warrant price amounting to Rs. 9.375 crores.

XVI. GREEN INITIATIVE IN CORPORATE GOVERNANCE

As a continuing endeavor towards the 'Go Green' initiative, the Company proposes to send future correspondence and documents like the notice calling the general meeting, audited financial statements, directors' report, auditors' report etc. in electronic form to the email address provided by the members and made available to us by the Depositories. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Rules framed thereunder and as per the Clause 35B of the listing agreement, the members are provided with the facility to cast their vote(s) electronically, through e-voting services provided by NSDL, on all the resolutions set forth in this Notice. In order to enable its Members, who do not have the access to e-voting facility to send their assent or dissent in writing in respect of the resolutions as set out in this Notice.

XVII. PLANT LOCATIONS

a. Plot No. 6 and 6/1, UPSIDC Industrial Area, Sikandrabad, UP

b. C-4, Phase- II, Noida

Dist Gautam Budhh Nagar, UP 201305

c. 836, 837, Jambusar- Bharuch Road, Village-Magnad, Distt- Bharuch, Gujrat 392150

d. Saketi Road, Induatrial Area, Kala Amb, Tehsil Nahan, Distt. Simor, Himanchal Pradesh

e. S-23 & 24, Phase-III, SIPCOT industrial Complex, Mukundarayapuram, Ranipet 632405

f. Plant No. 24, Sector 2, IIE Pantnagar, Distt.Udham Singh Nagar, Uttarakhand

OVERSEAS SUBSIDIARY:

Fedders Lloyd Trading FZE P.O. Box No 331007, Ras Al Kaimah, United Arab Emirates

ADDRESS FOR CORRESPONDENCE

CORPORATE OFFICE INVESTOR RELATIONS DEPARTMENT

159, Okhla Industrial Estate, Phase-III, New Delhi-110020

Tel No. 91-11-40627200, 40627300 Fax: 91-11-41609909

E mail id: i nvestor.relations@fedderslloyd.com  Website: www.fedderslloyd.com

REGISTRAR & SHARETRANSFER AGENT

SKYLINE FINANCIAL SERVICES PRIVATE LIMITED

D-153 A, First Floor, Okhla Industrial Area, Phase-I New Delhi- 110020

Tel No. : 91-11-26812682, 26812683- 88 Fax : 91-11-26812684

E mail id: admin@skylinerta.com   Website: www.skylinerta.com  

COMPLIANCE OFFICER

Mrs. Purnima Sharma Company Secretary FCS No:7706