Leel Annual Report 2016-2017

ANNUAL REPORT
2016-17
LEEL Electricals Limited

(Formerly Lloyd Electric & Engineering Limited)
“Creating a Sustainable Future”

CORPORATE OVERVIEW
Corporate Information 1
Key Financial Highlights 2
Company Snapshot 3
Corporate Social Responsibility 13
Corporate Sustainability 18
STATUTORY REPORTS
Board's Report & its Annexures 21
Management Discussion & Analysis Report 47
Report on Corporate Governance 55
FINANCIAL STATEMENTS
Standalone Financial Statements
Independent Auditors' Report 76
Financials 82
Consolidated Financial Statements
Independent Auditors' Report 124
Financials 128
Form AOC-1 173
ANNUAL REPORT 2016-17

CORPORATE OVERVIEW STATUTORY REPORTS Financial Statements
CORPORATE INFORMATION
BOARD OF DIRECTORS BANKERS MANUFACTURING PLANTS
Mr. Brij Raj Punj State Bank of India Domestic

Chairman & Managing Director IndusInd Bank
1. A-146 (B&C) RIICO
Axis Bank
Mr. Bharat Raj Punj Industrial Area,
IDBI Bank Bhiwadi Distt. Alwar,
Deputy Managing Director
The Karnataka Bank Rajasthan 301019
Mr. Achin Kumar Roy Jammu & Kashmir Bank
2. Industrial Area, Kala-Amb,
Whole Time Director Societe Generale
Trilokpur Road, Sirmour,
Bank of Baroda Nahan, Himachal Pradesh.
Mr. Mukat B. Sharma Syndicate Bank
Whole Time Director & 3. Plot No. 24, Sector 2,
Chief Financial Officer IIE, SIDCUL Pantnagar,
SHARE TRANSFER AGENT Uttarakhand.
A.V.M. Surjit Krishan Sharma (Retd.)
Non-Executive Independent Director Skyline Financial Services Private 4. Plot No. S21 & 22, Non SEZ,
Limited Phase III, Sipcot Road,
Mr. Ajay Dogra D-153 A, Okhla Industrial Area Mugundarayapuram, Ranipet,
Non-Executive Independent Director Vellore Distt, Tamilnadu.
Phase- I, New Delhi 110020
Mr. Ramesh Kumar Vasudeva Tel: 011-26812682, 83 5. Bahadarabad, Mehdood,
Non-Executive Independent Director Fax: 011- 26812684 Industrial Park, 2 Salempur,
SIDCUL, Haridwar, Uttarakhand.
Dr. Geeta Ajit Tekchand
Non-Executive Independent Director REGISTERED OFFICE 6. Village Nizampur, Tauru- Rewari,
Tehsil Tauru, Dist. Mewat, Haryana.
Unit No. 8, Block B,
Ms. Deepti Sahai
Old District Courts Complex, Overseas
Non-Executive Independent Director
(Owned by Subsidiaries)
Industrial Area, Phase-II,
Noida, Uttar Pradesh 201305 1. Lloyd Coils Europe s.r.o
COMPANY SECRETARY & VP FINANCE Ph.: 0120- 4098444 Prague-5, Radotin, Vrazska 143,
Czech Republic. Postal Code 15300.
Ms. Anita K. Sharma
CORPORATE OFFICE 2. Janka Engineering s.r.o
Prague-5, Radotin, Vrazska 143,
STATUTORY AUDITORS 159, Okhla Industrial Estate Czech Republic. Postal code 15300.
Phase- III, New Delhi-110020
M/s Suresh C. Mathur & Co., 3. Noske-Kaeser Rail & Vehicle
Ph: 011-40627200-300
Chartered Accountants New Zealand Limited
Fax: 011-41609909 20, Noel Rodgers Place, Milsone,
64, Regal Building (IInd Floor), Palmerston, North, 4414
Connaught Place, New Zealand.
New Delhi 110001
1
Key Financial Highlights

(` In Crores)
Standalone Standalone Consolidated
IND AS IND AS
2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 2008-09 2007-08 2016-17 2015-16
Total Income (Gross) 3024.41 2388.68 1839.53 1451.72 1175.30 905.06 783.64 679.53 587.90 669.90 3375.77 2729.41
Operating Profit 273.84 263.77 229.84 189.58 145.88 93.47 84.19 73.12 50.10 82.83 273.18 262.09
(EBITDA)
Profit Before Tax 118.97 79.47 103.02 81.77 72.87 45.28 48.66 45.28 24.77 62.18 104.28 64.78
Profit After Tax 85.49 56.53 81.64 76.09 56.15 33.59 36.06 34.38 20.37 52.71 70.34 42.41
Financial Position
Paid up Share Capital 40.34 36.21 35.32 35.32 31.00 31.00 31.00 31.00 31.00 31.00 40.34 36.21
Share Capital Suspense - - - - 4.32 4.32 - - - - - -
Total Paid up Share 40.34 36.21 35.32 35.32 35.32 35.32 31.00 31.00 31.00 31.00 40.34 36.20
Capital
Reserves & Surplus 880.78 758.04 680.56 599.49 526.15 442.53 401.04 371.16 340.40 320.03 859.84 746.68
Shareholder's fund 921.12 813.69 738.69 634.81 561.48 473.53 432.05 402.17 371.40 351.04 900.18 802.32
Performance Indicator
EPS (In `) 21.19 15.61 23.11 21.54 15.90 10.83 11.63 11.09 6.57 17.01 17.44 11.71
Note:
1. Figures of Financial Year 2015-16 and 2016-17 have been calculated in accordance with the new Indian Accounting Standards (IND AS).
2. Profit after tax includes “other comprehensive income”.
Standalone Financial Trends

Total Income (` in Crores) Operating Profit EBITDA ( ` in Crores)
3500.00 300.00
273.84
263.77
3024.41
3000.00 250.00 229.84
2388.68
2500.00 189.58
200.00
2000.00 1839.53
145.88
150.00
1451.72
1500.00
1175.30
93.47
905.06 100.00 82.83 84.19
1000.00 783.64 73.12
669.90 679.53
587.90 50.10
500.00 50.00
0.00 0.00
Profit After Tax (` in Crores) Earning Per Share (In `)

90.00 85.49 25 23.11
81.64
76.09 21.54 21.19
80.00
70.00 20
17.01
56.15 56.53 15.90 15.61
60.00 52.71
15
50.00
11.09 11.63
10.83
40.00 34.38 36.06
33.59
10
30.00 6.57
20.37
20.00 5
10.00
0.00 0
2 Annual Report 2016-17

State of Art Manufacturing Facilities...
Hair pin bender
Window AC assembly line Bhiwadi plant
3
Electrical panel for Metro Rail HVAC
Assembly line for Metro Rail HVAC New facility for Metro Rail HVAC and Test Lab

Vertical milling center
Vacuum brazing furnace Flux brazing furnace for manufacturing aluminium radiators
5
Fin making machine
Psychometric test lab Helium leak detector

Key products...
Split and Window type air-conditioners
Dry air cooler Heat exchanger
7
Key products...
Roof mounted packaged units for Railways
Dry coolers Heat Exchanger

Overseas manufacturing facilities...
Lloyd Coils Europe s.r.o.
Evaporator Evaporator Coil
CEBI Expander Fan condenser Stainless steel Coil
9
Janka Engineering s.r.o.
Centrifugal fan RSH transfer V-belts Air handling unit
Stainless Steel Special Cooler Air-handling unit for nuclear power plant Railway unit in bratislava

Noske Kaeser New Zealand Faciity
8kW roof mounted air-conditioning unit 8kW side mounted air-conditioning unit
New Zealand factory 43kW roof mounted air-conditioning unit 56kW roof mounted air-conditioning unit
11
Exhibitions...
Presentation of rail systems at innotrans trade fair
ISH trade fair in Frankfurt, Germany Chillventa fair in Nuremberg, Germany

CORPORATE
SOCIAL
RESPONSIBILITY
At LEEL, we believe in ‘Performance with Purpose’ and we are business and rooted in the core values driven by our aspirations
committed to achieve business and financial success while for excellence in the overall performance of the Group.
leaving a constructive imprint on society and environment. Since
inception, the Company has always been a responsible corporate The primary objective of the Trust is to fulfill the developmental
citizen and a steady contributor towards the enrichment of the needs of the marginalized and under privileged communities
society. We believe in investing part of our profit beyond business, of the society and to make a difference in their lives, especially
for the larger good of the society. those who are not as privileged as many of us are. Apart from
the core areas, as a part of long term process we do our bit to
Over decades, the Company has, through its philanthropic arm implement focused programmes on girl child welfare, primary
“Pandit Kanahaya Lal Punj Trust”, created a space for itself in education, skill development and vocational trainings to the
the society in which it operates as a Company that ‘Cares’. Our needy and under privileged members of our society, contribution
CSR activities are traditionally driven by a moral obligation and to the well being of the society through best possible health care
philanthropic spirit with a vision to “help the underprivileged to the needy and deprived people, children’s healthcare facilities
children & youth of our country to realize their potential”. Over and community service for the aged and the physically/mentally
the time our CSR objectives have become an integral part of the challenged.
OUR FOCUS AREAS
Education
In India, education in rural areas is a key to eradicate poverty and
illiteracy and we believe that it is the most compelling means to
initiate social alterations and improve community development.
The initiative of imparting free of cost quality education through
‘PKLP Schools’ (formerly ‘Lloyd Play School’) a flagship project
through “Pandit Kanahaya Lal Punj Trust” which is dedicated to
bring a change through holistic and excellent quality education
in the life of underprivileged rural youth of the communities
with a focus on the ‘girl child’ with a hope that these children
will become agents of change and catalyze transformation. The
primary objective behind the inception of PKLP Schools are to
impart free of cost and quality education to the underprivileged
children with a focus on the girl child in the backward and rural
areas where poverty is the major obstacle that limits education
13
for girls. The PKLP Schools strive to provide modern infrastructure

and amenities to enhance the learning levels of students by
providing them with exposure especially in english, life skills and
communication.
At present, the Trust is running two PKLP Schools at

Village-Khori Kalan, Tehsil-Tauru, Haryana and Maneri, Jabalpur,
Madhya Pradesh. The Trust is also constructing its own school
building for PKLP School, a free education initiative of the
Trust, at its own land situated at Village Nizampur, Tehsil-Tauru,
Distt.-Mewat (Haryana) which is about to complete and will be
functional very soon.
Value Education: In PKLP Schools, we follow Xseed’s 5 step

learning method which is a proven and research based academic
program for schools that builds thinking & problem solving skills
and improves their overall personality. The program train the
children to ask more questions, write in their own words such
as doing word problems in mathematics, completing homework
on their own, not afraid of speaking in English, persist longer in
solving problems and score well on tests. In addition, the schools
also time to time takes “Learnometer” test to check and monitor
the learning ability of the children.
The teachers of the schools are provided regular training for

imparting child centered teaching methodologies through various
sessions.
Co-Scholastic Activities: The Schools regularly organize activity

based learning with a focus on co-scholastic activities such as life
skills, values, health, sanitation, etc. in order to develop overall
personality of the children. Number of extra-curricular activities
were organized during the year under review such as trekking,
mathematics workshop, Independence day celebration, Republic
day celebration, Holi and Diwali celebrations, teacher’s day
celebrations, children day celebration, international women’s day,

mother’s orientation programme and visit to National Park, Police

Station, Bank, Post office, Railway Station, Shopping Complex etc.
to improve all-round mental growth of Children.
A visit to hospital was also organized by the Schools, to make

the students familiar with the infrastructure and functioning of
a hospital, the students were accompanied by the doctors and
nurses who took the students around the hospital campus and
explained them about the various medical facilities. They were
also made aware about various apparatuses used in a hospital like
stethoscope, thermometer etc.
The children of PKLP School, Maneri, Jabalpur were taken on an

Education Tour to Cantonment Khalsa English Medium School at
Jabalpur under the guidance of the Principle and the Teachers
of the School. The students interacted with the students and
teachers of Khalsa School and shown outstanding spoken skill,
gentle behavior, general knowledge and disciplined attitude. They
also won several prizes.
Health & Nutrition: Good health and nutrition is a key for the
overall development of children to grow and live a healthy life.
During the year, Schools at Tauru and Jabalpur have conducted
various health checkups for the children that included vaccination
of Polio, Hepatitis, Typhoid, MMR including ophthalmic, ENT,
dental, skin, blood tests and general checkups, the children are
regularly monitored by the specialized doctorsand provided
with necessary guidance & medication. At Jabalpur, school has
conducted health checkups for the children once in every week
in the monsoon season and thereafter it is being conducted once
in a month.
The schools have their own in house kitchen that provides free of
cost healthy food to the children to cater their nutrition needs,
with required vaccination, medical attention and proper nutrition,
the children are now more healthier and medically fit.
15
Women Empowerment
“If you educate a man you educate an individual but if you
educate a woman you educate an entire Nation.”
There is no tool for development more effective than the

empowerment of women. Education and skill development
empower women to a large extent and where women are
educated and empowered, society grows fastest.
At LEEL, we believe that with equal access to education, training

and skill development, women can raise the living standards of
their families and inject new life into the local economy. In line
with this vision, LEEL has started giving vocational training to
women coming from marginalized and under privileged section The Company begged an order of 100 pants from JAK Rifles and
of society through various workshops has been imparted for successfully completed & dispatched the same. The Company is
stitching and other soft skills etc. in process for getting order of Cheetah Uniforms of the Border
Security Force (BSF).
The Company has started Women Empowerment Cell (WEC) in
Jabalpur, Madhya Pradesh and Tauru Haryana in the year 2015 Seeing the quality stitching of our ladies the agencies are positive
as a training center for rural ladies which provides training in and provided assurance to continually give us orders pertaining to
stiching and tailoring. Now, it has become Production Unit. WEC different regiments of the Army.
is working towards creation of self-employment opportunities to
improve the economic condition of the women by earning decent This esteemed external order of the Indian Army has helped in
livelihoods. boosting the confidence of the ladies of WEC and has capacitated
them to learn variations in apparels and acquire perfection. WEC
After learning from many major internal orders WEC Jabalpur is aims to achieve greater heights and empower these rural ladies in
currently working on the prestigious order of the Indian Army. its true sense, making them self-dependent.
Health Check ups

It has been observed that even after providing nutritious food,
regular health check-ups and clean environment to the children of
PKLP School at Maneri Village, Madhya Pradesh and to Women of
WEC, children and women were regulalry falling ill. Hence, health
check-up were also conducted free of cost in the areas where
families of the students/women are staying covering villages-
Jhurki, Kherani and Paudi, Madhya Pradesh. A team of doctors
were taken to the villages and around 300 people were examined
by the doctors and they gave medical guidance and required
treatment. The prescribed medicines were also distributed to the

Rs.18,000 on tractors and market manure, which is a good amount

of saving for these poor farmers. Additionally, they have been able
to increase the fertility of the soil and save their crop from the
harmful effects of chemical farming.
Previously the farmers used to sow only 1 crop in a scattered way,

our team had suggested them for “lined double cropping”, which
they followed and have sown rice in lines maintaining specific
distance among seeds to balance the availability of nutrients and
water and have sown corn and arhar together. Due to this they
were able to get double yield in the same time, space and labor.
As per our guidance, they are making organic pesticides as well,
using cow dung, cow urine and jaggery and another pesticide by
decomposing neem and acouna leaves found in good quantity in
patients free of cost. The free health checkups were conducted the village.
every week in monsoon season and once in a month in every
other month to take follow up of the health condition of the It is also pertinent to note that all these villages have scarcity
patients and monitor their medical needs. of water and with the use of organic farming, water usage has
also drooped down to 60% as compared to be used in chemical
Organic Farming fertilizers.
In Jabalpur, we decided to pursue a lesser known concept of A remarkable difference is evident in the fields of the farmers
Organic Farming under the guidance of a team of doctors, who have opted for OrganicFarming. As a result, more people are
scientists and agriculturists. We introduced this method of approaching our team for guidance.
farming in the month of December, 2016 in the village Jhurkhi of
Mandla district, Madhya Pradesh and several farmers interested Our team is tirelessly working towards achieving our CSR
in organic farming were selected to initiate the process and worm initiatives.
pits were made near their houses in consultation with the experts.
Till now, approximately 10 quintals of manure have been made by
earthworms in each of the worm pits made by our team.
Till the last season, the farmers were spending quite a lot on
buying chemical fertilizers and pesticides from the market and
hiring tractors for ploughing their fields. Now, they are using only
organic manure and are saving a considerable amount on chemical
fertilizers and pesticides. With our counseling and guidance, this
year they have ploughed their fields conventionally using bullocks
and plough which is the best way to conserve the fertility of soil.
As each of the selected farmers are doing farming in 3 acres or

more and hence on an average they have saved a minimum of
17
CORPORATE SUSTAINABILITY
“Because we all share this planet earth, we have to learn to live employees and stakeholders. Employees undergo periodic training
in harmony and peace with each other and with nature. This is on OH&S and the performance is reviewed during business
not just a dream, but a necessity. “ meetings and management review meetings. The Company
…His Holiness the Dalai Lama conducts regular health check-ups for employees and children of
PKLP schools and in rural areas situated near school.
The Company believes that corporate sustainability is an approach
which creates long-term corporate success by implementing The Company periodically assesses its own operations and value
a business strategy that considers every dimension of how a chain to uphold labour standards. By promoting decent work and
business operates in the ethical, social, environmental, cultural, inclusive employment opportunities, the Company also plays a
and economic spheres. The Company always believed that the role in advancing societal priorities, including by partnering with
well-being of employees, social communities and the planet workers to improve industrial relations and building more resilient
is inextricably tied to the health of the business. Corporate economies and communities.
Sustainability of the Company begins with operating with integrity.
The Company understands its fundamental responsibilities in the Emphasis is on continuous training of workmen to upgrade their
areas of human rights, labour, environment and anti-corruption. skills. Separate space has been enmarked for skill development at
The Company has provided a moral code for management and the shop floor.
employees, accountability towards society, seeing beyond risk
and finding real value in actively addressing social, environmental
and governance issues.
Social, Health & Safety

Safe working conditions, including those that protect the safety
and health of workers, are assured at all levels. Occupational
Health and Safety is a core part of our business philosophy. We
are committed to providing a safe and healthy workplace to our
Process Identification
The Company also believes that gender equality is a fundamental

and inviolable human right, it is also essential to expand economic
growth, promote social development and enhance business
performance. We focus on women and girls because of the “ripple
effect”. It improves economic and social conditions for everyone.
The Company continued to advance gender equality and women’s
empowerment in the workplace. Further, the Company is running
two Women Empowerment Cell (WEC) at Tauru, Haryana and
The fire training demo at factory site

& safety. Sewage Treatment Plant (STP) and Effluent Treatment

Plants (ETP) are set up in the factories for recycling of waste
water. Recycled water is being used in horticulture. Rain water
harvesting is also actively being used across the facilities and
the Company is maintaining green area in factory and in its
surroundings. Alternate sources of energy and fuels are being
used in manufacturing processes in place of conventional sources
to reduce carbon emissions.
As a green initiative, LEEL offers every customer visiting its

premises to plant a tree in the compound wall of the organization.
Vocational training to women
Jabalpur, Madhya Pradesh which provide vocational training to

women of rural area through various workshops. For detailed
note on WEC please refer Corporate Social Responsibility Section
of Annual Report.
The Company condemns the illicit use of child labour and forced
labour and does not engage them in any form. The Company also
works towards educating children of workers and other backward
section of society with a view to shape them for better future.
Environment
Plantation by Hindustan Aeronautics Limited Representative
The world is facing unprecedented, interconnected environmental
challenges in areas including climate change, water, energy,
biodiversity and agriculture. With business relying on natural Economic
resources directly and via supply chains, corporate efforts are The most fundamental contribution a company can make towards
needed to address environmental responsibilities, value natural achieving societal priorities is to be financially successful while
capital and for better understanding the linkages between upholding a high standard of ethics and treatment of employees,
resources. the environment and the community. Doing business responsibly
is key responsibility of your Company. The Company’s solutions
The Company integrates environmental responsibilities throughout
combine product innovation with global manufacturing excellence.
its business operations while at the same time meeting our
We innovate, we maintain our core competencies and we deliver.
customers’ expectations with respect to the products, processes,
functions, quality management and service. The Company is The social, environmental and economic sustainability are
focusing more on R&D and developing newer and finer products, affinitive to each other, as we know, every economic activity has
which will not only meet consumers’ expectations in terms of some positive or negative impact on the environment as well as
energy efficiency but global standards for environmental, health on the society, hence, it’s our pledge to improve the lives and
prospects of the people and the society in social, environment as
well as in economic terms.
_____________________________________________________
“We endeavor to engineer smiles and enrich

lives of all the stakeholders of the Company
through our varied products, quality,
services and innovation.”
_____________________________________________________
Maintenance of green space around factory area
19
STATUTORY REPORTS

Corporate Overview STATUTORY REPORTS Financial Statements
Board’s report
Dear Shareholders,
Your Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company alongwith the
Standalone and Consolidated Audited Accounts for the Financial Year ended on March 31, 2017.
SUMMARISED FINANCIAL RESULTS

(` in crore, except per share data)
STANDALONE CONSOLIDATED
for the year ended for the year ended
Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016
Revenue from Operations 3,022.43 2,387.63 3,366.85 2,720.32
Other Income 1.98 1.05 8.93 9.09
Earnings before Interest, Depreciation & Tax (EBIDTA) 273.84 263.77 273.18 262.09
Finance Cost 118.89 105.30 119.95 106.15
Depreciation 35.98 33.20 48.95 45.35
Profit from ordinary activities but before exceptional items 118.97 125.27 104.28 110.59
Exceptional Items - (45.80) - (45.80)
Profit before tax 118.97 79.47 104.28 64.78
Less: Current Tax 36.20 17.00 36.93 17.65
Deferred Tax (2.37) (0.30) (2.64) (1.51)
MAT Credit Entitlement - 6.94 - 6.94
Profit for the year 85.14 55.82 69.99 41.70
Add: Other Comprehensive Income 0.35 0.71 0.35 0.71
Total Comprehensive Income 85.49 56.53 70.34 42.41
Basic Earnings Per Share (EPS) (`) 21.19 15.61 17.44 11.71
PERFORMANCE OF THE COMPANY
For the financial year ended March 31, 2017, on standalone basis, the revenue from the operations grew by 27% to Rs.3,024 Crores as
compared to Rs.2,389 Crores during the previous year. Operating profit for the year was higher by 4% to Rs.274 Crores as compared to
Rs.264 Crores in the previous year. The profit before exceptional item and the tax stood at Rs.119 Crores as compared to Rs.125 Crores
during the last year mainly due to increase in finance cost to Rs.118 Crores as against Rs.105 Crores during the previous year as a result
of the working capital borrowings. The profit after exceptional item and tax stood at Rs.85 Crores as against Rs.56 Crores during the
previous year thereby registering growth of 52%. The total comprehensive income for the year stood at Rs.85 Crores as compared to
Rs.56 Crores during the previous year.
On the consolidated basis, the revenue from the operations for the year ended March 31, 2017 was Rs.3,376 Crores as compared
to Rs.2,729 Crores during the previous year registering a growth of 24%. Operating profit for the year was marginally higher to
Rs.273 Crores as compared to Rs.262 Crores in the previous year. The consolidated profit before exceptional item and tax stood at
Rs.104 Crores and after tax was Rs.70 Crores as compared to Rs.111 Crores and Rs.42 Crores respectively during the previous year. The
total comprehensive income for the year stood at Rs.70 Crores as compared to Rs.42 Crores during the previous year. The decline in
profitability was on account of difficult market conditions which prevailed in France and Spain where subsidiaries observed lower sales
volume.
OPERATIONS
During the year under review, 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
21
Your company has delivered a consistent performance during the financial year with standalone revenue registering a growth of 27% to
Rs.3,024 Crores. The consumer durable segment revenue and the results from this segment stood at Rs.1,885 Crores and Rs.121 Crores
during the year as against Rs.1,337 Crores and Rs.106 Crores during the previous year.
The OEM and the packaged air conditioning segment revenue and the results stood at Rs.936 Crores and Rs.60 Crores as against
Rs.880 Crores and Rs.50 Crores respectively during the last year. During the year, the Company has developed and launched new range
of highly efficient Eco-friendly inverter ACs meeting with 2018 energy efficiency norms for residential segment.
Heat Exchangers and the Component Segment caters to the manufacturing of heat exchangers and the evaporator coil for the heating
ventilation and the air conditioning industry and copper & brass heat exchangers for the railways, heavy automobiles and other
industrial applications and the component business of sheet metal. During the year, the revenue of the segment stood at Rs.604 Crores
as compared to Rs. 611 Crores during the previous year and the segment results stood at Rs.66 Crores as compared to Rs.82 Crores
during the previous year.
For detailed review, please refer Management Discussion and Analysis Report as attached and forms part of the Annual Report.
MATERIAL EVENTS OCCURRED AFTER BALANCE SHEET DATE
The Company had sold its Consumer Durable Business comprising of business of importing,trading, marketing, exporting, distribution,
sale of air conditioners, televisions, washing machines and other household appliances and assembling of televisions under the brand
“LLOYD” and all of the rights, title, interest, licensees, contracts, assets,continuing employees, intellectual property including the brand,
logo, trade mark “LLOYD”as a going concern on slump sale basis to Havells India Ltd. (‘Havells’) on May 8, 2017 at an enterprise value of
Rs.1,550 Crores on a debt free cash free basis. With effect from the closing date all assets/interest/rights etc. including continuing
employees of the consumer durable business got transferred to Havells closing date pursuant to the agreement entered with Havells.
The sale of the consumer durable business will not have any impact on the Company’s existing B2B air conditioning business as the
Company has not sold any of its manufacturing facility as the part of the aforesaid transaction and the Company shall continue with
its existing business of manufacturing of air conditioners as OEM suppliers for other brands, packaged air conditioning for railways and
heat exchanger business which are its core competencies.
Pursuant to the transaction, the Company has also changed its name to ‘LEEL Electricals Ltd.’ which was duly approved by the Central
Government on May 23, 2017.
DIVIDEND
Your Directors are pleased to recommend a final dividend of Rs.1.50 per equity share of face value Rs.10 each i.e. @ 15% for the year
ended March 31, 2017, subject to approval of shareholders of the Company (previous year Rs.1.30 per equity share of Rs.10 each
i.e. @13 %). The total dividend payout would be Rs.7.28 Crores, including dividend distribution tax.
Further, the Board of Directors had, in its meeting held on May 30, 2017, declared a special dividend (one time dividend) of Rs.20 per
equity shares of the face value of Rs.10 each (200%) out of proceeds of sale of Consumer Durable Business, aggregating to Rs.97.08
Crores (including dividend distribution tax). The said dividend was paid on 15.06.2017.
TRANSFER TO RESERVES
The Company proposes to transfer Rs.30 Crores to the general reserve out of the amount available for appropriation and an amount of
Rs.346.87 Crores is proposed to be retained in the profit and loss account.
SHARE CAPITAL
During the period under review, the authorized share capital of the Company stood at Rs.70 Crore, divided into 7 Crore equity shares
of Rs.10 each.
During the year under review the Company has issued and allotted 41,27,000 Equity Shares to promoter group companies upon
conversion of equivalent number of Share Warrants allotted on preferential basis.
Pursuant to allotment of 41,27,000 equity shares, the issued, subscribed capital of the Company stood at Rs.40.35 Crore and paid-up
capital stood at Rs.40.34 Crore as at March 31, 2017. For further details please refer note 17 of the standalone financial statements.

FIRST TIME ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
The financial statements are prepared in accordance with the new Indian Accounting Standards notified by the Ministry of Corporate
Affairs vide its notification dated February 16, 2015. These financial statements are the first financial statements of the Company
under Ind AS. Detailed information on the impact of the transition from previous GAAP to Ind AS is provided in the annexed financial
statements.
SUBSIDIARY COMPANIES
As at financial Year ended March 31, 2017, your Company has five direct wholly owned subsidiaries (WOS) viz; Lloyd Coils Europe
s.r.o., Janka Engineering s.r.o., Noske Kaeser Rail & Vehicle Germany GmbH, Noske Kaeser US Rail & Vehicle LLC, Noske Kaeser Rail &
Vehicles New Zealand Ltd. and two Indirect WOS through Noske Kaeser Rail & Vehicles New Zealand Ltd. viz; Noske-Kaeser Rail & Vehicle
Australia Pty Ltd. and Noske-Kaeser Empreendimentos e Participaçôes do Brasil Ltda.
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.
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the
Company and its subsidiaries, which form part of the Annual Report. For details please refer Note 2.4 and 51 of the Consolidated
Financial Statements.
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.leelelectric.com. These documents will also be available for inspection during business hours at our corporate office.
For detailed performance review of subsidiaries, please refer Management Discussion and Analysis Report as attached and forms part
of the Annual Report.
GLOBAL DEPOSITORY RECEIPTS (GDRs)
The Company has 8,000 GDRs underlying 16,000 equity shares outstanding for conversion as on 31st March, 2017. The GDRs are listed
on the Professional Securities Market of London Stock Exchange. The Bank of New York acts as the Depository and ICICI Bank as the
domestic custodian in respect of GDRs issued.
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 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 Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed with the report on corporate governance.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As required pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed
Management Discussion and Analysis Report is attached herewith and forms a part of the Annual Report.
LISTING AGREEMENT
The equity shares of the company are listed at BSE Ltd. and National Stock Exchange of India Ltd. The GDR’s are listed on London Stock
Exchange.
Annual Listing fees to above exchanges for the Financial Year 2017-18, as applicable have been paid well before the due date.
23
CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company believes that CSR is a business approach that contributes to sustainable development by delivering economic, social and
environmental benefits for all stakeholders. LEEL has always endeavored to promote education and well-being of weaker sections of
society.
In recognition of this, LEEL concentrates most of its sustainability / CSR efforts by actively supporting the education and social causes
through its philanthropic arm “Pandit Kanahaya Lal Punj Trust”.
In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a CSR Committee. The
composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report.
Further, details about the CSR policy and initiatives taken by the Company on CSR during the year are available in our website. The
annual report on our CSR activities is appended as Annexure 1 to the Board’s Report.
EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended
as Annexure 2 to the Board’s report.
NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year viz; on May 30, 2016; August 31, 2016; November 23, 2016; February 9, 2017; and
February 18, 2017. The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not
more than one hundred and twenty days as prescribed by the Companies Act, 2013.
COMMITTEES OF THE BOARD

The Board has six committees viz; the Sub-Committee of the Board, Audit Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee and Special Committee for issue and allotment of
shares.
The details pertaining to composition of above committees are included in the Corporate Governance Report, which forms part of the
board’s report.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013,
adopted by the Board, has been disclosed in the corporate governance report, which forms part of the Board’s Report.
BOARD EVALUATION
In pursuance to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015, the Board has carried out annual performance evaluation of its own performance, of 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
judgment 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.

The Board had, in its meeting held on May 30, 2017, upon recommendation of NRC and on the basis of performance evaluation of
Non-executive Independent Directors, increased the sitting fees to be paid to them from Rs.15,000 to Rs.20,000 for attending each
meeting of the Board. The said increase in sitting fees is under the limits as prescribed under the Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
During the financial year under review and pursuant to the provisions of Section 203 of the Act, the Company was having six KMPs viz.
Mr. Brij Raj Punj, Chairman & Managing Director, Mr. Bharat Raj Punj, Deputy Managing Director, Mr. Achin Kumar Roy, Whole Time
Director, Mr. Nipun Singhal, Whole Time Director, Mr. Mukat B. Sharma, Whole Time Director & Chief Financial Officer and Ms. Anita
K. Sharma, Company Secretary & VP Finance.
During the period under review, Mr. Gopal Kacker Non-Executive Independent Director had resigned from the directorship of the
Company w.e.f. May 30, 2016. The Board of Directors had, in its meeting held on May 30, 2016, appointed Ms. Deepti Sahai as Non-
Executive Independent Director (Additional) for a period of three years w.e.f. May 30, 2016, subject to the approval of shareholders. Her
appointment was duly approved by the members at the 29th Annual General Meeting (AGM) held on August 26, 2016.
Mr. Mukat B. Sharma (DIN:02942036) Whole Time Director & CFO of the Company was re-appointed as such for a further period
of two years w.e.f. January 28, 2017 by the Board of Directors in the meeting held on November 23, 2016 and Mr. Bharat Raj Punj
(DIN:01432035), Deputy Managing Director of the Company was re-appointed as Deputy Managing Director by the Board in its meeting
held on May 30, 2017 for a further period of 5 years w.e.f. August 8, 2017. The said appointments are placed before the shareholders
for their approval in the ensuing 30th AGM.
Pursuant to the sale of Consumer Durable Business to Havells India Limited, Mr. Nipun Singhal (DIN:02026825), who was the business
head of the said business segment, designated as Whole Time Director of the Company, had stepped down from the Directorship of the
Company w.e.f. May 08, 2017.
The Board places its sincere appreciation towards the valuable contribution received from Mr. Kacker and Mr. Singhal during their
tenure as the Directors of the Company.
Pursuant to provisions of section 152 of the Companies Act., 2013 and Articles of Association of the Company, Mr. Mukat B. Sharma
(DIN: 02942036) will retire by rotation at the 30th AGM and being eligible, has offered himself for re-appointment.
The brief profile of the Directors who are proposed to be appointed / re-appointed, are furnished in the notice of 30th AGM. The Board
recommends appointment /re-appointments of above said directors.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director that he/she meets the criteria of independence as
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Audited Accounts for the financial year ended March 31, 2017 are in conformity with the requirements of the Companies Act, 2013.
Pursuant to Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:
(a) 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
25
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
and operating effectively.
AUDITORS & AUDITORS’ REPORT
Statutory Auditor
Pursuant to the provisions of section 139 of the Companies Act, 2013 (‘Act”) the shareholders of the Company had, in its 27th AGM held
on July 21, 2014, appointed M/s Suresh C. Mathur & Co., Chartered Accountants as Statutory Auditors of the Company for a period of
3 years from the conclusion of 27th AGM till the conclusion of 30th AGM.
As per the provisions of Section 139 of the Act, the maximum tenure of an audit firm shall be two terms of five consecutive years. The
recent changes in the Companies Act 2013, has made rotation of Statutory Auditors mandatory after 10 years. As per second proviso
to Section 139(2) of the Companies Act, 2013, a transition period of three years from the commencement of the Act was provided to
appoint a new auditor if the existing auditor’s firm has completed two terms of five consecutive years.
This is to further inform that M/s Suresh C. Mathur & Co., Chartered Accountants, existing Statutory Auditors, have completed a transition
period of three years from the commencement of the Act, therefore, their term will expire upon conclusion of the forthcoming AGM.
The Board of Directors at its meeting held on May 30 2017, based on the recommendation of the Audit Committee has recommended
the appointment of M/s Goel Garg & Co. Chartered Accountants, as statutory auditors of the Company in place of M/s Suresh C. Mathur
& Co., Chartered Accountants, retiring auditors, for a period of 5 years commencing from the conclusion of 30th AGM till the conclusion
of the 35th AGM, subject to ratification by shareholders every year.
M/s Goel Garg & Co. Chartered Accountants have consented to the said appointment and provided a certificate to the effect that if they
are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
Auditors’ Report and the Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any
further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark. With regard to emphasis
of matter as referred in Standalone and Consolidated Auditors’ Report regarding the sale of consumer durable business, please refer
‘events occurring after Balance Sheet date’ section under Board’s Report and note no. 49 of the standalone financial statements for
suitable explanation.
Cost Auditor
The Board has re-appointed M/s Jain Sharma & Associates, Cost accountants, as cost auditors of the Company for the financial year
2017-18 at a fee of Rs.2,06,250 (including out of pocket expenses) plus applicable taxes, subject to the ratification of the said fees by
the shareholders at the ensuing 30th Annual General Meeting.
The Company has also received a certificate from M/s Jain Sharma & Associates confirming that their appointment is in accordance with
provisions of section 139, 141 & 148 of the Companies Act, 2013.
The cost audit report of the financial year 2016-17 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 Practicing Company Secretary, to conduct Secretarial
Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is appended as
Annexure 3 to this Report.
The Board has re-appointed Mr. Sanjay Chugh, Practicing Company Secretary, as secretarial auditor of the Company for the financial
year 2017-18.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
PARTICULARS OF LOANS AND GUARANTEES
The particulars of loans, guarantees and investments have been disclosed in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary
course of business and on an arm’s length basis. The Company has not entered in any material related party transaction during the year.
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Annexure 4 in Form AOC-2 and the same forms part of this report.
Please refer Note 40 to the financial statement which sets out related party disclosures.
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.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statement, including adherence to the
Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial disclosures.
The detailed information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms
part of this 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.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, affecting the financial
position of the Company which occurred during between the end of the financial year to which the financial statements relate and the
date of this report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and
Company’s operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are given in Annexure 5 to this Report.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5 (1)
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as Annexure - 6 to this
report. Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and
5(3) of the Rules are available at the Corporate Office of the Company during working hours, 21 days before the Annual General Meeting
and shall be made available to any shareholder on request.
27
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has a 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.
ACKNOWLEDGEMENT
We thank our shareholders, 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
Date: August 10, 2017. Achin Kumar Roy

Place: New Delhi Wholetime Director &
Chairman of the Meeting
DIN:01475456
Annexure 1 to the Board’s Report

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2016-17.
1. A brief outline of the company’s CSR policy, including overview of the projects or programmes proposed to be undertaken and
a reference to the web-link to the CSR policy and projects or programmes.
The Company believes in philosophy that ‘’CSR is the continuing commitment by business to behave ethically and contribute to
economic development while improving the quality of life of the workforce and their families as well as of the local community
and society at large.”
The Company’s CSR policy prioritizes to support the developmental needs of marginalized and underprivileged communities with
focus in the areas of education, healthcare, environment, women empowerment, skill building, girl child welfare and community
service for the aged and physically/mentally challenged. The Company’s CSR activities are carried out under the Flagship initiative
“Pandit Kanahaya Lal Punj Trust”, the philanthropic arm of the Company.
The Company has formulated its CSR policy in line with its objectives as specified in the Companies Act, 2013. Details of
the CSR policy and projects or programmes undertaken by the Company are available on the website of the Company
www.leelelectric.com. Please refer website www.pklpschool.com for details regarding PKLP Schools.
Please refer Corporate Social Responsibility Section in Annual Report for brief overview of projects undertaken by the Company
under CSR Initiative during the financial year 2016-17.
2. 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 B. Sharma and Dr. Geeta Ajit Tekchand as members of the Committee.
3. Average net profit of the company for last three financial years for the purpose of computation of CSR: Rs.103.48 Crores
4. Prescribed CSR Expenditure: Rs.2.07 Crores
5. Details of the Expenditure on CSR during the financial year 2016-17:
a) Total amount proposed to be spent for the financial year Rs.2.07 Crores
b) Total amount spent on CSR Rs.1.36 Crores
c) Amount unspent, if any. Rs.0.71 Crores

6. Manner in which the amount spent during the financial year is detailed below: (` In Crores)
(1) (2) (3) (4) (5) (6) (7) (8)
S. CSR Project or Sector in which the Projects or programs Amount Amount Cumulative Amount
No. activity identified project is covered (1) Local area or other outlay spent on the expenditure spent Direct
(2)Specify the State (Budget) projects or up to or through
and district where project or programs 31st March, implement-
projects or programs programs Sub-heads: 2017. ing agency.
was undertaken wise (1)Direct
expenditure
on projects or
programs
(2) overheads
1 Training and educating Promoting education, 1. Schools and Women 1.355 1.355 1.355 Through
Children and women and including special Empowerment Cells Pandit
increasing employability education and in Tauru, Haryana Kanahaya Lal
and promoting health care employment enhancing and Maneri, Jabalpur, Punj Trust,
including preventive health vocation skills especially Madhya Pradesh Implementing
care among children, 2. Preventive Agency
women, elderly and the health check-ups in
differently abled and schools and Women
livelihood enhancement Empowerment Cells
projects including as referred above
promoting health care including in villages
including preventive -Maneri, Jhurki,
health care Kherani, & Paudi in
Madhya Pradesh
2. Conservation of natural Conservation of 1. Organic Farming 0.005 0.005 1.36 Through
resources and maintaining natural resources and Initiatives in Villages - Pandit
quality of soil. maintaining quality of Maneri, Jhurki, Kherani, Kanahaya Lal
soil. &Paudi in Madhya Punj Trust,
Pradesh Implementing
Agency
Total 1.36 1.36 1.36
7. 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 Company is constructing its own school building in Tauru for PKLP School. Though, budget has been allocated for construction
of school building, the prescribed amount could not be expended in Financial Year 2016-17. The unspent amount is being
expended in current financial year. Further, establishment of school projects, promoting women employability are multi -year
projects and the Company is continuously working towards achieving its objectives.
8. 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.
Mukat B. Sharma Achin Kumar Roy

Wholetime Director & CFO Chairman, CSR Committee
[DIN: 02942036] [DIN: 01475456]
Date: August 10, 2017.

Place: New Delhi
29
FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN
as on financial year ended on 31.03.2017
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS:

i CIN L29120UP1987PLC091016
ii Registration Date 10.11.1987
iii Name of the Company LEEL Electricals Limited
(Formerly Lloyd Electric & Engineering Ltd.)
iv Category/Sub-category of the Company Company Limited by Shares / Indian Non- Government Company
v Address of the Registered Office & Contact Details Unit No. 8, Block B, Old District Courts Complex, Industrial Area,
Phase-II, Noida, Uttar Pradesh- 201305.
e-mail : investor.relation@leelelectric.com
vi Whether listed Company Yes
vii Name, Address & contact details of the Registrar Skyline Financial Services Private Limited
& Transfer Agent, if any. D-153A, Okhla Industrial Area, Phase I, New Delhi 110020
Tel. No. 011-64732681-88, Fax No. 011 26812682
E-mail : admin@skylinerta.com
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:
SL Name & Description of main products/services NIC Code of the % to total turnover
No. Product /service of the company
1 Consumer Durable Segment 46522 55%
2 Heat Exchanger & Components 28191 18%
3 OEM Segment & Packaged Air Conditioning 28192 27%
III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sl Name & Address of the Company CIN/GLN* Holding/ % of Applicable
No. Subsidiary/ Shares Section
Associate Held
1 Lloyd Coils Europe s.r.o. - Wholly Owned 100 2(87)
Vrazska 143, 153 00 Praha 5, Radolin, Czech Republic Subsidiary
2 Janka Engineering s.r.o. - Wholly Owned 100 2(87)
Vrazska 143, 153 00 Praha 5, Radolin, Czech Republic Subsidiary
3 Noske Kaeser Rail & Vehicle Germany GmbH - Wholly Owned 100 2(87)
Ruwoldtweg 15, 22309, Hamburg, Germany. Subsidiary
4 Noske Kaeser Rail & Vehicles New Zealand Limited - Wholly Owned 100 2(87)
Morrison Creed, 52 Victoria Avenue, Palmerston North, 4410, NZ Subsidiary
5 Noske-Kaeser Empreendimentos e Participaçôes do Brasil Ltda.# - Indirect 100 2(87)
Rodovia BR-381, S/N, KM 490, Centro de Distribuicao Eadi, Betim, State Wholly Owned
of Minas Gerais Subsidiary
6 Noske-Kaeser Rail & Vehicle Australia Pty Ltd.# - Indirect 100 2(87)
R G Kelly & Co., Suite A3, 550 Canning Highway, Wholly Owned
Attadale WA 6156, Australia. Subsidiary
7 Noske-Kaeser US Rail & Vehicle, LLC - Wholly Owned 100 2(87)
2640 Fountain View Drive, Houston, TX-77057, Subsidiary
United States of America
* No CIN as these are foreign subsidiaries
# Wholly Owned Subsidiary through Noske Kaeser Rail & Vehicles New Zealand Limited

IV SHAREHOLDING PATTERN (Equity Share Capital Break up as % to Total Equity)

(i) Category-wise Shareholding
Category of Shareholders No. of Shares held at the beginning No. of Shares held at the end % change
of the year of the year during
Demat Physical Total % of Demat Physical Total % of the year
Total Total
Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF 4,597,377 - 4,597,377 12.70% 4,597,377 - 4,597,377 11.40% -1.30%
b) Central Govt. or State Govt. - - - - - - - - -
c) Bodies Corporates 13,940,019 - 13,940,019 38.50% 18,067,019 - 18,067,019 44.80% 6.29%
d) Banks/Financial Institutions - - - - - - - - -
e) Any other - - - - - - - - -
SUB TOTAL:(A) (1) 18,537,396 - 18,537,396 51.20% 22,664,396 - 22,664,396 56.19% 4.99%
(2) Foreign
a) NRI- Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks/Financial Institutions - - - - - - - - -
e) Any other - - - - - - - - -
SUB TOTAL (A) (2) - - - - - - - - -
Total Shareholding of Promoter (A)= 18,537,396 - 18,537,396 51.20% 22,664,396 - 22,664,396 56.19% 4.99%
(A)(1)+(A)(2)
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds - - - - - -
b) Banks/Financial Institutions 67,663 - 67,663 0.19% 70,052 - 70,052 0.17% -0.01%
c) Central Government - - - - - - - - -
d) State Government - - - - - - - - -
e) Venture Capital Fund - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs 3,185,007 - 3,185,007 8.80% 713,081 - 713,081 1.77% -7.03%
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify)
SUB TOTAL (B)(1): 3,252,670 - 3,252,670 8.98% 783,133 - 783,133 1.94% -7.04%
(2) Non Institutions
a) Bodies corporates
i) Indian 2,587,166 3,900 2,591,066 7.16% 3,022,892 3,700 3,026,592 7.50% 0.35%
ii) Overseas - - - - - - - - -
b) Individuals -
i) Individual shareholders holding 6,467,888 307,938 6,775,826 18.72% 8,048,781 300,578 8,349,359 20.70% 1.99%
nominal share capital upto Rs.1 lakhs
ii) Individual shareholders holding 3,604,817 - 3,604,817 9.96% 3,187,323 - 3,187,323 7.90% -2.05%
nominal share capital in excess of
Rs. 1 lakhs
c) Others (specify) - - - - - -
c-i) Public Trust 760 - 760 0.00% - - 0.00%
c-ii) Clearing Members 227,615 - 227,615 0.63% 300,634 - 300,634 0.75% 0.12%
c-iii) NRI's/ OCB'c 386,811 65,700 452,511 1.25% 874,331 64,800 939,131 2.33% 1.08%
c-iv) HUF 450,393 - 450,393 1.24% 412,034 - 412,034 1.02% -0.22%
c-v) Qualified Foreign Investor- 296,206 - 296,206 0.82% 653,658 - 653,658 1.62% 0.80%
Corporate
SUB TOTAL (B)(2): 14,021,656 377,538 14,399,194 39.77% 16,499,653 369,078 16,868,731 41.82% 2.05%
Total Public Shareholding 17,274,326 377,538 17,651,864 48.75% 17,282,786 369,078 17,651,864 43.77% -4.99%
(B)= (B)(1)+(B)(2)
C. Shares held by Custodian for 16,000 - 16,000 0.04% 16,000 - 16,000 0.04% 0.00%
GDRs & ADRs
Grand Total (A+B+C) 35,827,722 377,538 36,205,260 100% 39,963,182 369,078 40,332,260 100% -
31
(ii) Share Holding of Promoters
Sl Shareholder's Name Shareholding at the beginning Shareholding at the end %

No. of the year of the year Change
No. of % of total % of shares No. of % of total % of shares in share
shares shares pledged/ shares shares pledged/ holding
of the encumbered of the encumbered during
company to total company to total the year
shares shares
1 PSL Engineering Pvt. Ltd. 3,713,520 10.26% - 3,713,520 9.21% - -1.05%
2 Fedders Sales Pvt. Ltd. 3,315,005 9.16% - 3,315,005 8.22% - -0.94%
(Formerly Lloyd Sales Pvt. Ltd.)
3 Airserco Pvt. Ltd. 3,304,133 9.13% - 3,304,133 8.19% - -0.93%
4 Fedders Manufacturing Pvt. Ltd. 1,653,416 4.57% - 2,253,416 5.59% - 1.02%
(Formerly Lloyd Manufacturing Pvt. Ltd.)
5 Perfect Radiators And Oil Coolers Pvt. Ltd. 1,243,845 3.44% - 1,643,845 4.08% - 0.64%
6 Brij Raj Punj 1,617,983 4.47% - 1,617,983 4.01% - -0.46%
7 Renu Punj 1,553,994 4.29% - 1,553,994 3.85% - -0.44%
8 Himalayan Mineral Waters Pvt. Ltd. 160,000 0.44% - 1,323,500 3.28% - 2.84%
9 Pandit Kanahaya Lal Punj Pvt. Ltd. 350,000 0.97% - 1,313,500 3.26% - 2.29%
10 Bharat Raj Punj 814,600 2.25% - 814,600 2.02% - -0.23%
11 Fedders Credits Ltd. 200,000 0.55% - 600,000 1.49% - 0.94%
(Formerly Lloyd Credits Ltd.)
12 Fedders Stock & Investments Pvt. Ltd. - 0.00% - 600,000 1.49% - 1.49%
(Formerly Lloyd Stock & Investments Pvt.
Ltd.)
13 Brinda Jajoo 261,600 0.72% - 261,600 0.65% - -0.07%
14 Bhavna Sareen 255,200 0.70% - 255,200 0.63% - -0.07%
15 Brij Raj Punj (HUF) 94,000 0.26% - 94,000 0.23% - -0.03%
16 Fedders Electric & Engineering Ltd. 100 0.00% - 100 0.00% - 0.00%
(Formerly Fedders Lloyd Corporation Ltd.)
Total 18,537,396 51.20% - 22,664,396 56.19% - 4.99%
(iii) Change in Promoters’ Shareholding

Sl. No. Share holding at the beginning Cumulative Share holding
of the Year during the year
No. of Shares % of total No of shares % of total
shares of the shares of the
company company
1 PSL Engineering Pvt. Ltd.
At the beginning of the year 3,713,520 10.26% 3,713,520 9.21%
Date wise increase/decrease in Promoters Share holding
during the year specifying the reasons for increase/decrease No Change
(e.g. allotment /transfer /bonus /sweat equity etc).
At the end of the year 3,713,520 9.21% 3,713,520 9.21%
2 Fedders Sales Pvt. Ltd.
Contd...

Sl. No. Share holding at the beginning Cumulative Share holding during the
of the Year year
company company
3 Airserco Pvt. Ltd.
4 Fedders Manufacturing Pvt. Ltd.
Date wise increase/decrease in Promoters Share holding Allotment of 2,00,000 Equity Shares on 03.09.2016 and 4,00,000 Equity
during the year specifying the reasons for increase/decrease Shares on 08.09.2016, pursuant to conversion of equivalent number of
(e.g. allotment /transfer /bonus /sweat equity etc). warrants alloted on preferential basis.
5 Perfect Radiators And Oil Coolers Pvt. Ltd.
6 Brij Raj Punj
7 Renu Punj
8 Himalayan Mineral Waters Pvt. Ltd.
At the beginning of the year 160,000 0.44% 1,323,500 3.28%
9 Pandit Kanahaya Lal Punj Pvt. Ltd.
At the beginning of the year 350,000 0.97% 1,313,500 3.26%
Contd...
33
Sl. No. Share holding at the beginning Cumulative Share holding

company company
10 Bharat Raj Punj
At the beginning of the year 814,600 2.25% 814,600 2.02%
At the end of the year 814,600 2.02% 814,600 2.02%
11 Fedders Credits Ltd.
(Formerly Lloyd Credits Ltd.)
Date wise increase/decrease in Promoters Share holding Allotment of 2,00,000 Equity Shares on 03.09.2016 and 2,00,000 equity
during the year specifying the reasons for increase/decrease shares on 08.09.2016, pursuant to conversion of equivalent number of
12 Fedders Stock & Investments Pvt. Ltd.
(Formerly Lloyd Stock & Investments Pvt. Ltd.)
At the beginning of the year - - 600,000 1.49%
13 Brinda Jajoo
14 Bhavna Sareen
15 Brij Raj Punj (HUF)
16 Fedders Electric & Engineering Ltd.
(Formerly Fedders Lloyd Corporation Ltd.)
At the beginning of the year 100 0.00% 100 0.00%
At the end of the year 100 0.00% 100 0.00%

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)
Sl. No. Name of the Shareholder Shareholding Cumulative Shareholding
during the year.
No.of Shares % of total No.of Shares % of total
Shares of the Shares of the
Company Company
1 Orange Mauritius Investments Limited*
At the beginning of the Year 1,601,170 4.42% 1,601,170 4.42%
Bought during the year: - - - -
Sold during the year: (901,170) -2.35% 700,000 1.74%
2 Vanaja Sundar Iyer+
At the beginning of the Year - - - -
Bought during the year 530,000 1.31% 530,000 1.31%
Sold during the year (92,986) -0.23% 437,014 1.08%
3 Dolly Khanna*
At the beginning of the Year 232,626 0.64% 232,626 0.64%
4 EM Resurgent Fund*
Bought during the year - - - -
Sold during the year - - - -
5 Mauryan First+
6 Pacific Fortune Capital Limited+
Sold during the year - - - -
7 Zenith Impex Pvt. Ltd. *
8 SI Investments And Broking Private Limited+
Contd...
35
Sl. No. Name of the Shareholder Shareholding Cumulative Shareholding during the
year.
No.of Shares % of total No.of Shares % of total
Shares of the Shares of the
Company Company
9 Angel Broking Pvt. Ltd.+
10 MV Scif Mauritius+
11 HSBC Bank (Mauritius) Limited #
Sold during the year (411,525) -1.14% - -
At the end of the year - - - -
12 OHM Stock Broker Pvt. Ltd.#
Sold during the year (332,000) 0.92% - -
13 LTS Investment Fund Ltd.#
Sold during the year (319,772) 0.88% - -
14 Swiss Finance Corporation (Mauritius) Ltd.#
Sold during the year (316,918) -0.88% - -
15 Tarun S Jain#
16 Rahul Dhruv#
Sold during the year -208840 -0.52% - -
Note: The above information is based on the weekly beneficiary position received from the Depositories.
Date wise increase & decrease in Shareholding of the Top-10 Shareholders is available on the website of the Company i.e. www.leelelectric.com
(*) in top 10 at beginning as well as at the end
(#) in top 10 only at the beginning
(+) in top 10 only at the end


(v) Shareholding of Directors & Kmp

Sl. No. For Each of the Directors & KMP Share holding at the beginning Cumulative Share holding
company company
1 Brij Raj Punj
Date wise increase/decrease in KMP’s holding during the year
specifying the reasons for increase/decrease (e.g. allotment/ No Change
transfer/bonus /sweat equity etc)
2 Bharat Raj Punj
specifying the reasons for increase/decrease (e.g. allotment/ No Change
transfer/ bonus/sweat equity etc)
3 Mukat B. Sharma
At the beginning of the year - - - -
specifying the reasons for increase/decrease (e.g. allotment / No Change
4 Nipun Singhal*
5 Achin Kumar Roy
specifying the reasons for increase /decrease (e.g. allotment / No Change
transfer/bonus / sweat equity etc)
6 Anita K. Sharma (Company Secretary & VP Finance)
transfer/ bonus/ sweat equity etc)
*Mr. Nipun Singhal, resigned as w.e.f. May 8, 2017.
37
V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in Lacs)
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 101,367.44 2,098.50 - 103,465.94
ii) Interest due but not paid 233.27 98.72 - 331.99
iii) Interest accrued but not due 60.84 - - 60.84
Total (i+ii+iii) 101,661.55 2,197.22 - 103,858.77
Change in Indebtedness during the financial year
Additions 13,059.31 - - 13,059.31
Reduction 4,249.97 2,197.22 - 6,447.19
Net Change 8,809.34 (2,197.22) - 6,612.12
Indebtedness at the end of the financial year
i) Principal Amount 110,470.89 - - 110,470.89
ii) Interest due but not paid 74.60 - - 74.60
iii) Interest accrued but not due 44.72 - - 44.72
Total (i+ii+iii) 110,590.21 - - 110,590.21
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager: (` in Lacs)
Sl.No Particulars of Remuneration Name of the MD/WTD/Manager Total
1 Gross salary Brij Raj Punj Bharat Raj Mukat B. Achin Kumar Nipun Amount
Punj Sharma Roy Singhal
(a) Salary as per provisions contained in section 77.76 58.32 43.20 95.32 46.04 320.64
17(1) of the Income Tax Act, 1961.
(b) Value of perquisites u/s 17(2) of the Income - - 2.65 11.65 12.85 27.15
tax Act, 1961.
(c) Profits in lieu of salary under section 17(3) of - - - - - -
the Income Tax Act, 1961.
2 Stock option - - - - - -
3 Sweat Equity - - - - - -
4 Commission
-as % of profit - - - 50.00 41.40 91.40
-others, specify - - - - - -
5 Others, please specify (EPF) #
- 4.67 3.60 9.37 5.52 23.16
Total (A) 77.76 62.99 49.45 166.34 105.81 462.35
Ceiling as per the Act (@ 10% of profits 1,232.75
calculated under Section 198 read with Section
197 of the Companies Act, 2013)
#
Note: EPF means Employer’s contribution to Provident Fund.

B. Remuneration to other directors: (` in Lacs)

Sl.No Particulars of Remuneration Name of the Directors Total
1 Independent Directors Deepti Ajay Surjit Geeta Ajit Ramesh Amount
Sahai Dogra Krishan Tekchand Kumar
Sharma Vasudeva
(a) Fee for attending board/committee meetings. 0.75 0.75 0.75 0.75 0.75 3.75
(b) Commission - - - - - -
(c) Others, please specify - - - - - -
Total (1) 0.75 0.75 0.75 0.75 0.75 3.75
2 Other Non Executive Directors
(a) Fee for attending board committee meetings - - - - -
(b) Commission - - - - -
(c) Others, please specify. - - - - -
Total (2) - - - - -
Total (B)=(1+2) 0.75 0.75 0.75 0.75 0.75 3.75
Total Managerial Remuneration (A+B) 466.10
Ceiling as per the Act (@ 11% of profits calculated under 1,356.03
Section 198 read with Section 197 of the Companies Act, 2013)
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (` in Lacs)

Sl.No Particulars of Remuneration Key Managerial Personnel Total
1 Gross salary CEO Company CFO* Amount
Secretary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961. - 21.90 - 21.90
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961. - 12.35 - 12.35
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961. - - - -
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
-as % of profit - - - -
-others, specify - - - -
5 Others, please specify (EPF)# - 1.75 1.75
Total (A) - 36.00 - 36.00
*Mr. Mukat B. Sharma is the Wholetime Director & CFO of the Company. Thus, CFO’s salary is shown in point VI A.
#
Note: EPF means Employer’s contribution to Provident Fund.
VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Brief Description Details of Penalty /Punishment/ Authority (RD / Appeal made if any
Companies Act Compounding fees imposed NCLT / Court) (give details)
A. COMPANY
Penalty
Punishment NA
Compounding
B. DIRECTORS
Penalty
Punishment NA
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NA
Compounding

On behalf of the Board
Date: 10.08.2017 Achin Kumar Roy
Place: New Delhi Wholetime Director & Chairman of the Meeting
(DIN: 00080956)
39

FORM No. MR-3
SECRETARIAL AUDIT REPORT
For The Financial Year ended on 31st March, 2017
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
The Members,
(Formerly known as Lloyd Electric & Engineering Limited)
Unit No. 8, Block-B, Old istrict Courts Complex,
Industrial Area, Phase-II, Noida,
Uttar Pradesh 201305
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by LEEL Electricals Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct
of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering financial year ended on
March 31, 2017 (“Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board-
processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on March 31, 2017 according to the provisions of:
(i) 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 thereunder 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; and the Securities and
Exchange Board of India Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Share Based employee Benefits) Regulations, 2014; (Not applicable to the
Company during the audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (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; and (Not applicable to the
Company during the audit period)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company
during the audit period)

vi) Other Applicable Laws:

(a) Air (Prevention & Control of Pollution) Act, 1981
(b) The Factories Act, 1948 and Rules made there under
We have also examined compliance with the applicable clauses/regulations of the following:
(a) Secretarial Standards issued by The Institute of Company Secretaries of India.
(b) The Listing Agreement entered into by the Company with the Stock Exchange,/ the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We 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 notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven
days in advance, 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 were no instance recorded in the minutes where any director has dissented to any particular resolution).
We 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.
We report further that during the audit period:

a. The Company has amended Clause II of the Memorandum & Articles of Association of the Company by shifting its Registered
office from the State of Rajasthan to the State of Uttar Pradesh with approval of shareholders by way of special resolution
through postal ballot dated November 23, 2016 and in pursuance of the order of the Regional Director, North Western Region,
Ahmedabad vide its order no. Company Application No. RD (NWR)/13/748/2017/4428 dated January 17, 2017. Consequent
upon shifting of the registered office of the Company, the Registrar of Companies, Kanpur, Uttar Pradesh, vide its letter dated
March 3, 2017 has allotted new Corporate Identity Number to the Company as L29120UP1987PLC091016.
b. The Company has also amended Clause I of the Memorandum & Articles of Association of the Company to change of its name
so as to delete the word ‘Lloyd’ therefrom in view of the sale of Consumer Durables Business alongwith brand ‘Lloyd’ as a going
concern on a slump basis to Havells India Ltd., with the approval of shareholders by way of special resolution through postal ballot
dated February 18, 2017
c. As on the date of signing of this report, the name of the Company has been changed from Lloyd Electric & Engineering Limited
to LEEL Electricals Limited which has been approved vide Special Resolution passed by the Shareholders through Postal
Ballot Process on 23rd March, 2017. Further, the Company has obtained the final approval from the Registrar of Companies,
Uttar Pradesh vide the Certificate of Incorporation dated 23rd May, 2017 certifying the change of name of the Company to
“LEEL Electricals Limited.”
d. The Company has increased the borrowing powers of the Board from Rs. 2,000 Crores to Rs. 2,500 Crores with the approval of
shareholders by way of special resolution through postal ballot process dated November 23, 2016.
e. The Company had issued and allotted 17,00,000 and 24,27,000 equity shares of Rs. 10/- each at a premium of Rs.142/- each to
promoter group entities on preferential basis upon conversion of equivalent number of warrants on 03.09.2016 and 08.09.2016
respectively.
Sanjay Chugh
Company Secretary
Place: New Delhi FCS No: 3754
Date: August 10, 2017 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.
41
Annexure-A
To,
The Members,
Unit No. 8, Block-B, Old istrict Courts Complex,
Industrial Area, Phase-II, Noida,
Uttar Pradesh 201305
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 random 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
Place: New Delhi FCS No: 3754
Date: August 10, 2017 C.P.NO. 3073


Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm’s length basis
a. Name(s) of the related party and nature of relationship N.A.

b. Nature of contracts/arrangements/transactions N.A.
c. Duration of the contracts / arrangements/transactions N.A.
d. Salient terms of the contracts or arrangements or transactions including the value, if any N.A.
e. Justification for entering into such contracts or arrangements or transactions N.A.
f. Date(s) of approval by the Board N.A.
g. Amount paid as advances, if any: N.A.
h. Date on which the special resolution was passed in general meeting as required under the first proviso to N.A.
section 188
The Company has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s length
during financial year 2016-17.
2. Details of material contracts or arrangement or transactions at arm’s length basis
a. Name(s) of the related party and nature of relationship N.A.

b. Nature of contracts/arrangements/transactions N.A.
c. Duration of the contracts / arrangements/transactions N.A.
d. Salient terms of the contracts or arrangements or transactions including the value, if any: N.A.
e. Date(s) of approval by the Board, if any N.A.
f. Amount paid as advances, if any: N.A.
During the year under review, no material transactions, contracts or arrangements as defined under the listing agreement/ the
SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 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.
Achin Kumar Roy

Wholetime Director &
Date: August 10, 2017 Chairman of the Meeting
Place: New Delhi DIN:01475456
43

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies
(Accounts) Rules, 2014.
A. CONSERVATION OF ENERGY
The Company believes in the philosophy that use of low energy path is the best way towards a sustainable future. Energy
conservation is the method we can reduce our daily energy consumption by using less energy service. It is very necessary to
maintain the availability of the natural resources for the continuity of life on this planet. Being an Engineering Company, the
Company has embedded a policy of reduce, reuse and recycle across all its processes. Company’s 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:
 The Company has setup Sewage Treatment Plant (STP) in Bhiwadi factory for recycling of water. Recycled water is being used
in horticulture. After installing the STP, the factory is saving 2000 Kilolitres water per day.
 The Company has also set up Effluent Treatment Plant (ETP) in Pant Nagar Factory for waste disposal and cleanliness.
 Electric lights in the plants have been/is being converted in to LED lights to conserve the Energy.
 Halogen Bulbs have been changed to LED lights & New FRP sheets has been installed on roof to use daylight in Coil Shop
area to save the electricity. 10% electricity consumption is being saved with this activity.
 Use of electrical equipment’s with high energy efficiency and low anti-environment emissions.
 Continuous inspection of factories for plugging in air leakages and water Leakages.
 Switching off utility machines during off times.
 Use of portable air compressor during partial load condition to conserve energy.
 Rain water harvesting continues to be a focused activity at our manufacturing plants.
 The Company is maintaining green area in its every factory and in its surroundings.
Steps taken for utilizing alternate sources of energy:
 LPG is being used instead of Diesel as an alternate source of fuel to run the ovens. It will reduce fuel cost as well carbon
emission.
 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.
 All boundary lights are being converted into solar power.
Capital Investment on energy conservation equipments:
No Capital investments were incurred during the previous year.
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
Technology and innovation continue to be one of the key focus areas to drive growth of the Company besides ensuring sustainability
and helping the Company to take a leap in transformation. LEEL Rail HVAC division’s production engineers have received extensive

training in Toshiba’s plant Japanese team, consisting of manufacturing / Quality/testing personnel have been stationed in Bhiwadi
plant, are continuously upgrading the skills of our workmen and engineers. LEEL Rail HVAC Division is also absorbing Technology
from its overseas plants, primarily from its Wholly Owned Subsidiaries viz; Noske Kaeser (R&V) situated in Germany & New
Zealand. Close Technical coordination has helped LEEL Bhiwadi to beg a very prestigious order from GE, US.
In addition to developing new products and technologies for existing businesses/ manufacturing facilities, the group is also
working on building capabilities to develop breakthrough technologies that will create new business for the Company. Training is
imparted to technical staff as an ongoing process.
C. RESEARCH AND DEVELOPMENT
In order to meet with the growing demand for latest technology products and to compete in the market place, your Company
continued its efforts in strengthening the R&D activities. Efforts continued to enhance the in-house capabilities to bring in
operational efficiencies and product up-gradation to meet the customer needs at both domestic and international front.
Specific areas in which R & D carried out by the Company
To bring innovation and improve upon its area of operation to be at par with International Standards during the year under review,
Our R&D team has contributed to design optimization of standard range of products for several customers.
Highlights of products and processes developed by your Company during the year under review include:
 Development of energy efficient models ranging from 2/3/5 star rated split air conditioners as per the new BEE standards.
 Development of DC inverter airconditioner for OEM market.
 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 Exchangers (condensers) using micro channel technology.
 Development of Heat and Cool Split AC with R-410A and R-32 refrigerants.
 Development of Split AC with scroll compressor.
 Up gradation of Ac test lab standards as per ISO 17025.
 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. FOREIGN EXCHANGE EARNING AND OUTGO
Total Foreign Exchange used and earned:

(` in Crores)
Particulars 2016-17 2015-16
Foreign Exchange Earnings 110.60 55.79
Foreign Exchange Outgo 1,397.63 1,047.60
45

The information required under Section 197(12) 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 financial
year 2016-17 and the percentage increase in remuneration of director and chief financial officer in the financial year 2016-17:
Sl. No. Name Designation Ratio of Remuneration % Increase

of each Director to the in Remuneration
Median Remuneration of
Employees
1 Mr. Brij Raj Punj Chairman & Managing Director 35:1 8%
2 Mr. Bharat Raj Punj Deputy Managing Director 26:1 8%
3 Mr. Achin Kumar Roy Whole Time Director 68:1 6%
4 Mr. Nipun Singhal Whole Time Director 45:1 8%
5 Mr. Mukat B. Sharma Whole Time Director & CFO 22:1 10%
Note:
(i) % increase in remuneration includes salary, PF, other allowances, lease accommodation provided but does not include leave encashment,
payment of past arrears and perquisites yet to be claimed after the date of balance sheet pertaining to financial year.
(ii) % increase in remuneration does not include performance based commission paid with the approval of shareholders.Details of commission
paid is given in corporate governance report and Annexure 2 of Board’s Report. Please refer the same.
(iii) 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. There is no change in sitting fees of the Non-Executive Independent Director during
the FY 2016-17.
2. The percentage increase in the remuneration of Company Secretary was 34% in the Financial Year 2016-17. There is no Chief
Executive Officer in the Company designated as such and for % increase in remuneration of CFO please see point 1 above.
3. The percentage increase in the median remuneration of employees in the financial year 2016-17 was around 9.8%.
4. The number of permanent employees on the rolls of company: 1,654
5. The average increase in percentile of salaries of employees other than managerial personnel in the financial 2016-17 was 9%.
Percentage increase in the managerial remuneration for the year was 8% (excluding commission paid during the financial year to
executive directors.)
6. It is hereby affirmed that the remuneration paid during the financial year 2016-17 is as per the Remuneration Policy of the
Company.
Achin Kumar Roy

Wholetime Director &
Date: August 10, 2017 Chairman of the Meeting
Place: New Delhi DIN:01475456

Management Discussion & Analysis Report

ECONOMIC SCENARIO AND OUTLOOK
The Indian economy witnessed another challenging year. India’s GDP registered a slow growth of 7.1% in the financial year 2016-17 as
compared to 7.6% of previous year. The industry and services sectors decelerated further during the year, recording the slowest growth
in three years.
The Financial Year 2016-17 could behold as an economic cleansing as far as India’s growth story is concerned, from initializing the
implementation of long awaited GST to sudden shocker of Demonetisation, Indian government asserted blunt to deliver time bound
and hard hitting reforms to make India’s economy vigorous to attain robust economic growth.
Demonetisation had temporarily slowed down economic activities in the third quarter due to cash crunch. Almost all sectors, with the
exception of agriculture, showed deceleration after demonetisation. The favourable monsoon and wage increase post-implementation
of the 7th Pay Commission has spurred the consumption and in turn helped the economy to come out from slowdown.
In February 2016, India overtook China as the fastest growing major economy in the world amid a failing global economy; However,
we can term the financial year 2016-17 as a year of surprises and least speculated as the events happened during the year was either
adversely or not being speculated by the experts both in political and economic arena. The decision of setting up a Monetary Policy
Committee (MPC) to raising transparency in rate-setting decisions of the Central Bank provides RBI to consider multiple factors such
as inflation, growth, employment, banking stability and exchange rate stability to make a rate decision with much firmness. Moreover,
with anticipated growth in Foreign Direct Investment (FDI), several international players are expected to enter and start operations in
the Indian retail market which is expected to further fuel the consumer market to a new high.
India is an emerging economy and thus the domestic market is moving very fast towards the durables products. With the constant rise
in disposable income of people, easy availability of credit and finance, rapid urbanization and easy accessibility to e-commerce portals
via internet, the importance of high end products are growing in India at a high pace. By 2025, India would rise from the 12th to the
5th largest position in the consumer durables market in the world. Global corporations view India as one of the key markets from
where future growth is likely to emerge. The growth in India’s consumer market would be primarily driven by a favorable population
composition and increasing disposable incomes.
Global GDP, after witnessing a slowdown, is projected to pick up modestly to around 3.05% in 2018, from just under 3% in 2016, boosted
by fiscal initiatives in the major economies. Economic conditions are solidly improving as healthy global demand and rising consumer
spending are propelling economic growth. Moreover, downside risks that threatened global economic activity this year such as political
instability in Europe, rising trade protectionism following the election of the President, in US in November, 2016 and a slowdown in
China have not disappeared, but they have certainly diminished.
INDUSTRY STRUCTURE AND DEVELOPMENT
Industry Structure
Heating Ventilation Air Conditioning & Refrigeration (HVAC&R) systems are becoming one of the key building blocks in the modern
infrastructure. The market size of heat exchanger is estimated to grow from USD 13.89 Billion in 2017 to USD 20.65 Billion by 2022,
at a CAGR of 8.3% from 2017 to 2022. The high growth is attributed to the growing building & construction industry and increased
government investments in infrastructure projects resulting in installation of HVAC&R systems. With healthy growth anticipated in the
real estate sector, the country is expected to witness strong infrastructure development, which would boost the market for HVAC systems
over the next five years. The Indian market is projected to grow at a CAGR of 9.48% over the next four years. Growing urbanization is
fuelling the construction of retail, hospitality, and commercial properties and in turn, expanding the market. As a result of the growing
momentum toward smart cities, it is expected that the demand for air cooling systems will continue to grow.
The room air conditioning segment has been capturing majority revenue share in the Indian HVAC&R market and the same trend is
expected to retain its dominance in 2019 also. This is largely due to portability, ease of installation and less space requirement by room
air conditioning systems. Factors like easy availability of finance, growth in consumer base of rural sector, fall in prices due to increased
competition and several proposed residential projects, rapid growth of media and social media have become key growth drivers for
the industry. Consequently, on account these factors, segment share of room air conditioners in the Indian HVAC market is expected to
increase over the next five years.
47
India is also emerging as one of the fastest growing transport air conditioner & refrigeration markets in the Asia-Pacific region. Owing
to government infrastructure projects such as metro rails, expansion of state & national highways and rising disposable income on
travelling and adoption of comfortable lifestyle are expected to fuel the market for transport air conditioner & refrigeration market in
India. Increased number of tourists would boost the demand for transport air conditioner & refrigeration systems in the country and it
is forecasted that demand for AC coaches with Indian Railways is expected to grow at the rate of approximately 20% every year.
The global HVAC&R Market is basically influenced by growth drivers such as technological advancements which drive demand of the
market with high growth rates, extreme weather conditions, growth of population, steady urban development, increase in construction
activities in the residential, commercial and industrial sectors and development of transport systems. Due to these factors it is expected
that global HVAC market is to grow steadily. One of the primary drivers for this market is the rise in the preference for condensing
boilers. Countries with extreme climatic conditions prefer HVAC systems for both cooling and heating purposes. Further, as part of the
energy efficiency, renovation of buildings by replacing the old HVAC systems with modern variants is also driving the growth of the
global HVAC market. The reduction in operating costs, increase in energy efficiency, and favorable government incentives have spurred
the need for replacing existing HVAC components and parts in the US, the UK and Germany.
BUSINESS OVERVIEW
Your Company is one of the largest manufacturer of evaporators and condenser coils for air conditioners and heat exchangers/
radiators serving the entire spectrum of Heating, Ventilation, Air Conditioning and Refrigeration (HVAC&R) Industry, with an in-depth
understanding of efficient manufacturing processes. With cutting edge technology, your Company continues to deliver wide range of
products and industrial solutions to its customers across the country and overseas.
With its in-house capacity to design, develop, manufacture and maintain highly engineered HVAC systems, LEEL is uniquely positioned
in the HVAC systems space as well as in the heat transfer industry. On standalone basis the Company derived 18% of its total revenue
from sales of evaporators, heat exchangers and components.
The Company is an ‘Original Equipment Manufacturer’ (OEM) supplier to major manufacturers/sellers of air-conditioner in India and
provides customized air-conditioning solutions for institutional clients like Indian Railways, Metro Rail etc. On the Standalone basis your
Company derived 27% of its total revenue from OEM and packed air conditioning segment.
Your Company is vertically integrated across HVAC value chain from manufacturing the heat exchanger / coils, components, air
conditioners to selling to OEM’s and under its own brand thereby providing an end to end solution in the air conditioning space.
OEM Segment & Packaged Air Conditioning
Your Company is one of the top supplier of room air conditioners to the major brands in India as well as overseas. The Company has global
presence with six state-of-art manufacturing facilities located in Bhiwadi, (Rajasthan), Tauru (Haryana), Pantnagar (Uttarakhand), Kala-
amb (Himachal Pradesh), Ranipet (Tamil Nadu), Haridwar (Uttarakhand) in India and two overseas manufacturing facilities in Prague,
Czech Republic in Europe and one in New Zealand. All the manufacturing facilities are equipped with high grade delivery technologies,
latest equipment and large scale manufacturing facility. The products manufactured are wide range of room air conditioners including
inverter air conditioners, Roof Mounted Air conditioners, wide range of heat exchangers, air handling units, fans and other components.
It is expected that the penetration level in room air conditioner will go faster in the near future due to increased availability of power and
the higher per capita income of the Indian residents. To cater the increased demand, the installed capacities are also being augmented
in view of future requirement of air conditioners in India.
The Company has started the manufacturing of inverter air conditioners, being designed and developed by the Company and the
Company is also receiving repeated orders from the customers. The other variant of ACs being manufactured by the Company like split
and window Ac’s are energy efficient star rated products as per BEE (Bureau of Energy Efficiency) norms.
The energy efficient products will play a vital role for the future of the air conditioners in India and around the globe as almost all the
countries are focusing on energy efficiency products. The global HVAC business is changing in terms of energy conservation. Montreal
Agreement and other environment conservation protocols have phased out the earlier refrigerants which were used in manufacturing
of air conditioners and new refrigerants such has 401A, R32, R290 are becoming popular. Accordingly, the Company is focusing more
on R&D and developing newer and finer products, which will not only meet consumers’ expectations in terms of energy efficiency but
global standards for environmental, health & safety.

Heat Exchangers & Components
The growth in retail, hospitality and commercial sectors is significantly boosting the demand for HVAC systems in the country and as a
result CAGR of 9.48% over the next four years growth is projected for the market of air conditioners
Further, introduction of new technologies, reduction of prices, increasing number of household units and more emphasis on energy
efficient products also fueling need of new innovations amongst the market players.
Your Company is one of the largest Heat Exchanger manufacturers in India. The Company’s extensive range of condenser and evaporator
coils are used as original equipment in residential and light commercial unitary products, central plants including Air Handling Units
(AHU), commercial refrigeration, precision and transport air conditioning applications.
The Company is also a supplier of HVAC systems to Rail/Metro/ defence applications. The Company has its strong presence in packaged
air conditioning and oil cooler segment of the Indian Railways. Since the Company has captive facility for sheet metal fabrication and
heat exchanger coils, which gives an added advantage and control over quality over such critical components. In future, it looks quite
promising since currently only 40% of Indian Railway coaches have built in air condition, which is likely to be increased to about 60%
over the next few years.
The Company has also made foray into manufacturing of HVAC to be used by the Delhi Metro Rail Corporation (DMRC) through
technology transfer with Toshiba, Japan. Access to Toshiba technology will help the Company into bidding favorably for metro projects
for times to come and also ‘Make in India’ initiative of the Government of India would further strengthen future prospects in this
segment. In the defence segment, Indian corporate are set to bag large defence orders; this will bring additional opportunity for
participating into defence segment through the existing product portfolio of the Company.
Further, with the background of fast track growth in Railways & Defense sector, coupled with “Make in India” drive, brought enormous
opportunities for LEEL to reaffirm existing order book and a need to create additional capacity. The Company extended this opportunity
by attracting the Aviation Sector; the Company is designing a complete Oil Cooling System for its latest Aviation and Defense applications.
As a prerequisite for Aviation, Space and Defense requirement, LEEL is strengthening its own quality systems and production processes
by becoming ready for AS9100 and NadCap certifications, continuing on its core strength of manufacturing the mechanically Bonded
Radiators.
Consumer Durable
During the year, the Consumer Durable Segment for the branded products portfolio contributed to 55% of the standalone revenue of
the Company. The Company’s consumer durable product portfolio included products like air purifiers, inverter Air Conditioners, Air
Conditioners with Wi-Fi technology, portable Air Conditioners, dry coolers, state-of-the-art air conditioners, Ultra HD technology LED
TV’s, Washing Machines, Chest Freezers, Refrigerators, Room Heaters, and other small appliances.
On May 8, 2017, the Company has completed the sale of its consumer durable business alongwith the ‘Lloyd’ brand and all associated
intellectual properties including the brand, logo and the trademarks alongwith specified assets and liabilities including transfer of
employees, contracts and approvals relating to this undertaking on a going concern basis to Havells India Ltd. by way of slump sale. This
transaction has been commensurated at an enterprise value of Rs.1,550 Crores subject to closing adjustment. No manufacturing facility
has been sold as the part of the transaction and company would continue with its existing business of manufacturing of air conditioners,
as OEM suppliers for other brands, package air conditioning for railways and heat exchanger business with its core competencies.
STANDALONE FINANCIAL HIGHLIGHTS
For the financial year ended March 31, 2017, on standalone basis, the revenue from the operations grew by 27% to Rs.3,024 Crores as
compared to Rs.2,389 Crores during the previous year. Operating profit for the year was higher by 4% to Rs.274 Crores as compared to
Rs.264 Crores in the previous year. The profit before exceptional item and the tax stood at Rs.119 Crores as compared to Rs.125 Crores
during the last year mainly due to increase in finance cost to Rs.118 Crores as against Rs.105 Crores during the previous year as a result
of the working capital borrowings. The profit after exceptional item and tax stood at Rs.85 Crores as against Rs.56 Crores during the
previous year thereby registering growth of 52%. The total comprehensive income for the year stood at Rs.85 Crores as compared to
Rs.56 Crores during the previous year.
49
On the consolidated basis, the revenue from the operations for the year ended March 31, 2017 was Rs.3,376 Crores as compared
to Rs.2,729 Crores during the previous year registering a growth of 24%. Operating profit for the year was marginally higher to
Rs.273 Crores as compared to Rs.262 Crores in the previous year. The consolidated profit before exceptional item and tax stood at
Rs.104 Crores and after tax was Rs.70 Crores as compared to Rs.111 Crores and Rs.42 Crores respectively during the previous year. The
total comprehensive income for the year stood at Rs.70 Crores as compared to Rs.42 Crores during the previous year. The decline in
profitability was on account of difficult market conditions which prevailed in France and Spain where subsidiaries observed lower sales
volume.
Last five years performance in terms of EBITDA & Revenue
EBITDA
3500 STANDALONE REVENUE
300
3022.43
3000
250
2500 2387.63
200
2000 1834.96
150 1451.72
` in Crores 1500
1175.3
100
1000
50
500
0 0
2012-13 2013-14 2014-15 2015-16 2016-17 2012-13 2013-14 2014-15 2015-16 2016-17
EBITDA 145.88 189.58 225.26 263.77 273.84 REVENUE 1175.3 1451.72 1834.96 2387.63 3022.43
Note: Figures of FY 2015-16 and 2016-17 have been regrouped and calculated as per the Accounting Standards.
INTERNATIONAL OPERATIONS AND ITS FINANCIAL HIGHLIGHTS
Your Company has 5 Direct Wholly Owned Subsidiaries(WOS) viz; Lloyd Coils Europe s.r.o., Janka Engineering s.r.o., Noske Kaeser Rail &
Vehicle Germany GmbH, Noske Kaeser US Rail & Vehicle LLC, Noske Kaeser Rail & Vehicles New Zealand Ltd. and 2 Indirect WOS through
Noske Kaeser Rail & Vehicles New Zealand Ltd. viz; Noske-Kaeser Rail & Vehicle Australia Pty Ltd. and Noske-Kaeser Empreendimentos
e Participaçôes do Brasil Ltda. as of the end of the financial year:
Lloyd Coils Europe s.r.o.(‘LCE’): The total sales of LCE was dropped by 10% to Euro 31.1 Million as compared to Euro 34.5 Million
in previous year due to the difficult market condition in France and Spain where the subsidiary observed lower quantities by the
customers across the segments. Despite the negative market trends it achieved excellent growth of nearly 30% in the segment of
Data Centres Cooling. Total sales in this new segment after two years of activity were at Euro 3.5 Million and it is expected to reach
Euro 4.5 Million next year. About 6% growth has been reported from Poland, which is in line with the general market development in
this region. Due to 10% drop of total sales volume, LCE has not been able to significantly increase profit in this year. However, several
actions have been successfully implemented on both cost and sales side, which led to solid improvements of achieved margins. The
negative volume effect has however erased this impact on the EBITDA line, which hence stayed at similar level as last year. The objective
for coming year is therefore, a turnaround of the declining volume trend of recent years by introducing new customers and extending
product range for existing customers, to be able to compensate for the suffered losses in Russia and difficult economic situation in
France and other EU countries.
Janka Engineering s.r.o.(‘Janka’): Lower sales volume was also the important factor for Janka this year. The turnover of Janka declined
by about 6% from the last year and reached Euro 11.3 Million. However, the Janka has undertaken revitalization project mainly focusing
on product design, procurement and personnel. Despite of sluggish performance, Janka has secured large project to supply AHUs for
prestige Jaguar car production plant in Slovakia. In the rail segment, Janka has been supplying AC units for Prague trams, which will also
continue during next financial year. Besides, Janka has completed two projects with newly acquired Noske Kaeser Rail & Vehicle for
West-European customers. It has also secured first project from Pesa, a leading Central European rolling stock manufacturer, to deliver
AC units to trams for city Bydgoszcz in Poland during FY 2017-18.

Noske Kaeser Rail & Vehicle Germany GmbH(NK Germany): For NK Germany it was the first twelve months’ financial year under LEEL’s
ownership. Total sales reached Euro 4.8 Million with roughly 80% of sales for new-mount HVAC systems and 20% for spare parts and service,
however, the EBITDA was at breakeven. Main projects supplied during the year were Bogestra saloon and driver’s cab HVAC system for
Stadler Pankow; Stuttgart saloon and driver’s cab HVAC system for Stadler Pankow; Basel/Geneva saloon HVAC systems and transmission
re-cooling units for Stadler Altenrhein; Aarhus transmission re-cooling units for Stadler Altenrhein and Monorail Bologna driver´s cab
HVAC systems for Intamin Liechtenstein, the last two of them being manufactured by Janka Engineering in Prague.
The Commercial HVAC and Refrigeration industry is, due to their close link to construction segment, very much dependent on economic
environment in each country e.g. there is good market development in Germany and Central Europe while South-West EU countries and
Russia are suffering a decline. Except, Data Centre Cooling segment, it has seen slight slowdown in heat pump business and substantial
decline in milk tank segment due to extremely low commodity prices in this industry. Industrial cooling segment remains mostly flat as
return of growth being blocked by continuing low level of energy prices.
Noske Kaeser Rail & Vehicles New Zealand Ltd. (including its subsidiaries in Australia and Brazil) (‘NK NZ’): During the period under
review, NK NZ alongwith its subsidiaries reported total revenue of NZD 6.7 Million, profit before tax stood at NZD 0.09 Million, profit
after tax stood at NZD 0.06 Million and total comprehensive income stood at NZD 0.07 Million. The previous year’s financials of the NK
NZ are not comparable with the current year’s financials as the financial year of NK NZ has been changed from September to March in
the FY 2016 after being acquired by the Company (LEEL) so to align with the Company’s financial year.
NK NZ continued to deliver HVAC units to the Vlocity DMUs in Melbourne, with follow on orders received during the year. In addition to
this, it has also secured a follow-on order for Perth B-Series EMU HVAC units which will be delivered by next financial year.
NK NZ was instrumental in securing the GE India locomotive HVAC contract for LEEL Electricals Ltd. and worked with the Company’s
Bhiwadi plant during the design and prototype phases of the project.
The service operation in Australia continues to deliver several successful HVAC unit overhaul programs and provides on-going
maintenance support to a number of key customers in Perth and Melbourne. A key success was securing the Alstom C1-class tram
maintenance and repair work with Yarra Trams. The market conditions of brazil remained subdued during the period under the review.
EXPORTS
The Company 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 the categories. Being IRIS (International Railway
Industry Standard) certified, the Company is also exploring opportunity with the international rolling stock manufacturer for the HVAC
system.
OPPORTUNITIES, THREATS, CONCERNS AND RISKS.
Opportunities
According to “India HVAC Market Forecast & Opportunities, 2019”, the HVAC market in India is forecast to reach USD 3.97 billion by
2019 on account of changing lifestyle, increasing per capita income, and rising expenditure by consumers on comfort solutions. The
Indian HVAC market is also expected to witness growth on account of rising investments by corporates in India and rapid infrastructure
development in the Country. However, with the rising demand for energy efficient products in the country, the HVAC market is expected
to undergo significant brand shift over the coming years.
The growing population combined with government initiatives to promote the “Make in India” concept has heightened manufacturing
activities and infrastructure development in the country. To encourage investment, the government of India is taking pro-active steps
to improve ease of doing business such as minimizing clearances, simplify compliance, online approvals, lesser documentation, more
investor friendly initiatives etc.
The air conditioner market poised for a 9% annual growth over the next couple of years and it is witnessing a steady shift in demand for
integrated systems. With advancements in air conditioning technology and rising demand in both developed and developing regions,
the air conditioning systems market is expected to experience high growth in the coming decade. With the rising disposable income
of consumers, the need for replacement of obsolete systems, increasing awareness of energy-efficient and eco-friendly products, and
51
demand for intelligent air conditioning systems are some of the factors providing impetus to demand. The four key technological trends
that are expected to dominate the air conditioning market over the next four years are:
Rising
popularity of
smart
thermostats
Greater Increased
demand for Key adaptability
intgegrated trends of inverter air
systems conditioners
Introduction
of air-
purifier
technology
Threats & Concerns
a) Competitive rivalry and price sensitive consumers have forced market players to keep the price low and expending more on
advertisement lowering industry margins.
b) Threats of new entrants and continuous innovation and technology advancement leads to intense rivalry amongst the producers.
Furthermore, major raw materials such as metals are exhibiting increasing trend over the past few years posing margin pressures.
c) As around 70 percent of India‘s population still lives in rural areas, availability of products to rural villages located in remote areas
are difficult due to inadequate infrastructure and distribution channels and poor road connectivity.
d) India is still power deficit country and has been witnessing peak hour power deficit thereby,less demand of products as power
supply is imperative for any consumer electronics products.
e) Air conditioner is a seasonal product therefore delayed/ short duration summer affects the overall business performance.
f) Indian economy growth is under threat due to fast pace inflation. Input costs of raw material especially of Aluminum, Copper and
Sheet Metal has gone up and has led to reduction of margins.
INTERNATIONAL OUTLOOK ON OPPORTUNITIES, THREATS & CONCERN
The World Rail Market Study of 2016 depicts Western Europe and Asia Pacific as the largest rail supply markets accounting together for
58% of the total world market in future. With a growth of 2.6%, the Asian Pacific Region remain the largest total market for rail supply
through to 2021 when Western Europe (the second largest market for rail supply) is expected to grow at 3.1% between 2019 and 2021.
LEEL Group with its design & development and industrial sites established in Germany (Noske Kaeser Rail & Vehicle Germany GmbH),
in the Czech Republic (Janka Engineering), in India (LEEL Electricals Limited) and in New Zealand (Noske Kaeser Rail & Vehicles New
Zealand Ltd.) shall take advantage from the rail market in the respective areas. The significant increase in annual market demand is a
sign of the rail sector’s robustness.
Opportunities Threats Concern
* Growing Rail market in * Political situation in EU * The Company with its

Europe. can negatively impact subsidiaries is a very
* New projects in Energy economic development. small size player in
and Industry segments. * Increasing lack of foreign market with
* Positive market trend in qualified personnel in limited human and
Central EU the market. financial resources
* Growing competition, generating high risk in
* Market potential in operation.
Germany and Italy. both domestic and
* Regulatory requirements international.
for HVAC equipment
pushing up demand.

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 Company’s product offerings. In addition, a general slowdown 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 Company’s 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. For detailed Financial Risk Management Objectives and Policies
please refer notes to accounts of Financial Statements.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has effective and adequate internal audit and control systems, commensurate with the business size to safeguard assets
and protect against loss from any un-authorized use or disposition. Regular internal audit visits to the operations are undertaken
to ensure that high standards of internal controls are maintained at each level of the organization. The Company’s internal controls
are supplemented by an extensive programme of internal audits, review by management and documented policies, guidelines and
procedures.
ENVIRONMENT, HEALTH & SAFETY
The Company is committed to promoting a safe and healthful environment for its employees and community. Through education,
auditing and monitoring, technical consultation, and the provision of direct services, the Company mitigates the organizational risks
and meeting its responsibilities for health, safety and environmental requirements. To improve the consistency of the organization’s
approach towards environment safety controls, the Company implemented ISO 9001 and OHSAS 18001 and introduced a series of
global standards, principles and practices that each operation should adopt. ISO 9001 focuses on managing organization’s impact on
the external environment, to reduce pollution and comply with regulations and OHSAS 18001 focuses on managing your organization’s
internal environment to ensure a safe and healthy workplace.
Audits were conducted against these standards and improvements are ongoing. Improving safety performance continues to be a priority
for the Company. Improvements have been made in the methods of internal communication, knowledge sharing and reporting on
safety matters. The HR team conducts EHS programs to educate employees about safety programs, make them aware of the Company’s
health and safety policy and conduct formal safety trainings for all workers to prevent accidents, report unsafe conditions and protect
the environment.
HUMAN RESOURCE
The Company strongly believes that Human Resource is the most important assets of an organization. In line with this belief:
Our philosophy and Goals:
• To create a friendly, dynamic work environment under a team concept while maintaining professionalism.
• To recruit and retain best people, develop their skills, cultivate new leaders & capitalise on their collective intelligence by applying
human insights to transform the organization.
• Provide an enjoyable and rewarding environment for all individuals to learn, grow and develop to their fullest potential.
• To develop all professionals to their fullest potential through the following:
i. Progressive Experience and Responsibilities Based on Ability
ii. Performance Review Process
• Encourage our staff to be involved in and contribute to the community and to professional activities and organizations.
• Provide a competitive environment, products and services to attract and retain a diverse, high calibre staff.
• Support leadership efforts with a strategic workforce plan that creates a climate of innovation and excellence
• Create strategic processes that support organisational goals with innovation
The Company has put in place several initiatives that focus on leadership and talent development across grades. The Company has
successfully implemented the “Business Excellence Program” through skill improvement initiatives ‘Kaizens- Improvements’ in the
organization and has achieved positive results at almost all the levels of the organization.
53
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 Company’s HR strategies are aimed at finding a balance between employees’
goals and aspirations with those of the Company. With a view to equip the Company to address the business challenges of a dynamic
economic environment, the HR function focused on retaining and attracting suitable talent, enhancing the technical / behavioral skills
of employees and optimizing employee costs.
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 implemented OHSAS 18001 which focuses on managing organization’s internal environment
to ensure a safe and healthy workplace. The Company has a 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 March 31, 2017 was 1,654.
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5 (1)
Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as Annexure to the
Board’s report. Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2)
and 5(3) of the Rules are available at the Corporate Office of the Company during working hours, 21 days before the Annual General
Meeting and shall be made available to any shareholder on request.
CAUTIONARY STATEMENT
“Statements in the “Management Discussion and Analysis” describing the Company’s 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 Company’s 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 in the government regulations, tax laws and other statutes and other incidental factors.”

REPORT ON CORPORATE GOVERNANCE

In common parlance, Corporate Governance is the system of rules, practices and processes by which an organization is managed,
directed and controlled to enhance the wealth generating- capacity. It provides an infrastructure essentially involved in balancing
the interest of various stakeholders of the Company comprising regulators, investors, employees, vendors, management and the
Community at large.
The Board of Directors (“The Board”) of your Company is committed to ensure that highest standards of Corporate Governance are
practiced throughout the organization as well as in subsidiaries (the Group), as a fundamental part of group’s responsibilities to protect
and enhance shareholders’ value and the financial performance of the Group.
In order to maintain the highest standards of Corporate Governance, your Company has devised code of conduct for its management
including Directors, Key Managerial Personnel and Senior Management, Code of Conduct for Prevention of Insider Trading, Familiarization
Programme of Independent Directors in accordance with the listing regulations and the Companies Act, 2013. These codes are available
on the website of the Company www.leelelectric.com.
In pursuance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the “Listing
Regulations”) and according to some of the best practices followed internationally on Corporate Governance, the following report on
governance lays down the ethos of LEEL Electricals Limited (hereinafter referred as ‘LEEL’)and its commitment to conduct business in
accordance with sound Corporate Governance practices.
I. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
At LEEL, Corporate Governance practices aims to attain the Company’s objectives; it encompasses practically every sphere of the
organization. The Board of Directors of the Company exercise their fiduciary duties towards all the stakeholders by embedding
the principles of independence, integrity, accountability and transparency into the value system and the decision making process
driving the Company.
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 LEEL, 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 true letter and spirit;
 Offers highest level of disclosures to disseminate corporate, financial and operational information to all stakeholders;
 Creates various committees for audit, senior management compensation, HR policy and management compensation and
Investor grievances.
 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.
II. BOARD OF DIRECTORS
The Board of Directors of your Company regularly reviews the Company’s strategic business plans, the assessment of key risks by
management and the operational and financial performance of the Company to enable the Company to meet its objectives and
has the overall responsibility to maintain the highest standards of Corporate Governance throughout the organization.
The Board comprises of an optimum combination of Executive & Non-Executive Independent Directors including Women Directors,
the Chairman is Executive Promoter Director. During the Financial Year under review, the Board comprised of ten Directors, out of
ten Directors, five directors (50%) were Non-Executive Independent Directors.
55
1. Your Company has a broad-based Board of Directors, comprises eminent persons with considerable professional experience
and expertise in diverse fields and constituted in compliance with the Companies Act, 2013, Listing Regulations and in
accordance with good corporate governance practices.
2. For changes in compositions of directors of the Company please refer Directors and Key Managerial Personnel section under
Board’s Report.
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 under Regulation 26(2) of the Listing Regulations
regarding the directorship and committee positions in other public companies as on March 31, 2017 have been made by the
Directors.
4. Independent directors are non-executive directors as defined under Regulation 16 (1) (b) of the Listing Regulations. The
independent directors are all experienced individuals from a range of industries and geographies. Their mix of professional
skills and experience is an important element in the proper functioning of the Board and in ensuring a high standard of
objective debate and overall input to the decision-making process. The Board has received from each independent director
a written confirmation of their independence confirming that they meet the criteria of independence as mentioned under
Regulation 16 (1) (b) of the Listing Regulations read with Section 149 of the Companies Act, 2013.
The terms and conditions of appointment of the Independent Directors are disclosed on the website of the Company at the
link http://www.leelelectric.com/corporate-governance.html
5. There is no inter-se relationship between the Directors except Mr. Bharat Raj Punj, Deputy Managing Director who is son of
Mr. Brij Raj Punj, Chairman & Managing Director of the Company.
6. During the Financial Year under review none of the Non-Executive Directors has held Shares and Convertible instruments in
the Company and had any material pecuniary relationship or transactions with the Company.
7. The details of familiarization programme of the Independent Directors is available on the website of the Company at the
link: http://www.leelelectric.com/corporate-governance.html
During the financial year under review, five (5) meetings of the Board of Directors were held on May 30, 2016, August 31,
2016, November 23, 2016, February 9, 2017 and February 18, 2017. The necessary quorum was present at all the meetings.
The intervening period between two Board Meetings was well within the maximum time gap of 120 days, as prescribed
under the Companies Act, 2013.
8. During the financial year 2016-17, information as mentioned in Part A of Schedule II of the Listing Regulations has been
placed before the Board for its consideration.
9. Composition, Category and Attendance of Directors at Board Meetings, Last Annual General Meeting and number of other
Directorships and chairmanships/memberships in Committees of each director in various companies as on March 31, 2017
are as follows:
S. Name of the Directors Category of Directorship No. of Last No. of Direc- No. of Committees
No. Board AGM torship in Positions held
Meetings attended other Public in other Public
attended$ Companies# Companies@
Chairman Member
1. Mr. Brij Raj Punj Chairman and Managing 5 Yes 2 - -
DIN: 00080956 Director
Promoter
2. Mr. Bharat Raj Punj Deputy Managing Director 2 Yes 1 - -
DIN: 01432035 Promoter
3. Mr. Achin Kumar Roy Whole Time Director 5 Yes - - -
DIN: 01475456
4. Mr. Mukat B. Sharma Whole Time Director 5 Yes - - -
DIN: 02942036
Contd...

5. Mr. Nipun Singhal* Whole Time Director 5 - - - -

DIN: 02026825
6. A.V.M. Surjit Krishan Non-Executive 5 Yes - - -
Sharma (Retd.) Independent Director
DIN: 00058581
7. Dr. Geeta Ajit Tekchand Non-Executive 5 - - - -
DIN 02937277 Independent Director
8. Mr. Ramesh Kumar Non-Executive 5 - - - -
Vasudeva Independent Director
DIN: 06368045
9. Mr. Ajay Dogra Non-Executive 5 - - - -
DIN: 02430117 Independent Director
10. Ms. Deepti Sahai^ Non-Executive 5 - - - -
DIN: 07529738 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.
* Mr. NipunSinghal, resigned from the directorship of the Company w.e.f. May 8, 2017.
^ Ms. Deepti Sahai was appointed as Non-Executive Independent Director (Additional) of the Company w.e.f. May 30, 2016. Her
appointment was approved by the Shareholders of the Company in the 29th Annual General Meeting held on August 26, 2016.
$ Video Conferencing facilities are also used to facilitate Directors to participate in the meetings.
III. AUDIT COMMITTEE
Audit Committee of the Company has been established with an aim of enhancing confidence in the integrity of your Company’s
processes and procedures relating to internal control systems including financial reporting. The Company has a multi-disciplinary Audit
Committee which is responsible for effective supervision of the financial reporting process, ensuring financial, accounting and operating
controls and compliance with established policies and procedures including overseeing all the transactions that have monetary
implications on the functioning of the Company. Audit Committee provides an ‘Independent’ reassurance to the Board through its
oversight and monitoring role. The nomenclature, constitution and terms of reference of the Audit Committee are in accordance with
the requirements mandated under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The terms of reference of the Audit Committee are broadly as under:
• To oversee the Company’s 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:
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 of judgment 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 related party transactions; and
g) modified opinion(s) in the draft audit report, if any
57
• To review with the management, the quarterly financial statements before submission to the Board for approval;
• valuation of undertakings or assets of the Company, wherever it is necessary;
• To approve related party transactions of the Company;
• To scrutinize the inter-corporate loans and investments;
• To review with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
• To review the functioning of the Whistle Blower Mechanism;
• To approve the appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate.
Pursuant to Section 177 of the Companies Act, 2013 and the listing regulations, the Company has established the vigil mechanism
called “Whistle Blower Policy” for employees to report to the management instances of unethical behavior, actual or suspected fraud or
violations of the Company’s code of conduct or ethics policy, the policy has been formulated with a view to provide a mechanism for the
employees of the Company to approach the Whistle Counselor or the Whistle Blower Committee and in exceptional cases, Chairman of
the Audit Committee of the Company.
During the year under review Audit Committee comprised of 3 members, out of which 2 members were Independent Directors.
Ms. Anita K. Sharma, Company Secretary & VP Finance acts as the secretary to the Committee. A.V.M. Surjit Krishan Sharma (Retd.),
Chairman of the Audit Committee was present at the last Annual General Meeting which was held on August 26,2016.
During the year under review, five (5) meetings of the Audit Committee were held on May 30, 2016, August 31, 2016, November 23,
2016, February 9, 2017 and February 18, 2017. The adequate quorum was present at all the meetings.
As on March 31, 2017, the composition and attendance of the members at the meetings were as follows:
Name of Directors Designation Category of Director No. of No. of Meetings

Meetings Held Attended
A.V.M. Surjit Krishan Sharma (Retd.) Chairman Non- Executive Independent Director. 5 5
Dr. Geeta Ajit Tekchand Member Non- Executive Independent Director. 5 5
Mr. Mukat B. Sharma Member Whole Time Director & CFO 5 5
IV. NOMINATION & REMUNERATION COMMITTEE
In pursuance of the provisions of section 178 of the Companies Act, 2013, Regulation 19 of the Listing Regulations, the Company has
in place a Nomination and Remuneration Committee (‘NRC’) comprising of Independent Directors viz. A.V.M. Surjit Krishan Sharma
(Retd.), Dr. Geeta Ajit Tekchand and Mr. Ajay Dogra.
A.V.M. Surjit Krishan Sharma (Retd.) is the Chairman of the Committee. Ms. Anita K. Sharma, Company Secretary & VP Finance is acting
as the Secretary to the Committee. The Chairman of the NRC was present in the last Annual General Meeting of the Company held on
August 26, 2016.
NRC recommends the appointment of diversified Board members and also recommends the terms of appointment including
remuneration of the Executive Directors of the Company, further it reviews and recommends the payment of annual salaries, commission
and finalizes service agreements and other employment conditions of the Executive Directors. The guiding principle of the Committee is
that the remuneration and the other terms of employment for the Executives shall be Competitive in order to ensure that the Company
can attract and retain competent Executives and the rewards shall commensurate with their contributions towards the growth of the
Company.
The broad terms of reference of the Nomination and Remuneration Committee are as under:
• 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 Senior Management Employees;
• To formulate criteria for evaluation of Independent Directors and the Board;
• To devise a policy on Board diversity and to ensure that;

 The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors to run the
Company successfully;
 Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
 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
• 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) meetings of the NRC were held on May 30, 2016, November 23, 2016 and February 09, 2017.
Adequate Quorum was present at all the meetings.
As on March 31, 2017, the Composition and Attendance of the members at the meetings were as follows:

Meetings Held attended
A.V.M. Surjit Krishan Sharma (Retd.) Chairman Non- Executive Independent Director 3 3
Dr. Geeta Ajit Tekchand Member Non- Executive Independent Director 3 3
Mr. Ajay Dogra Member Non-Executive Independent Director 3 3
A. Remuneration Policy
The Nomination and Remuneration Committee recommends to the Board the compensation package of the Executive Directors
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 Company’s Remuneration Policy are:
1. Remuneration Policy for the Executive Team.
This Policy concerns the remuneration and other terms of employment for the Company’s 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 are:
• 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 Company can
attract and retain competent Executives.
• The principles for fixed salaries and variable salary: The NRC shall recommend the remuneration structure of the
Executives based on various factors such as industry benchmarks, the Company’s 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. Remuneration Policy for the Non- Executive and Independent Directors
• During the financial year under, the Non-Executive and Independent Directors were paid sitting fees of Rs.15,000 for
attending each meeting of the Board. The Board of Directors had after reviewing and evaluating the performance of
the Independent Directors in its Board Meeting held on May 30, 2017, have increased the sitting fees to be paid to
them from Rs.15,000 to Rs.20,000 for attending each meeting of the Board. The sitting fees may be revised from time
to time within the overall limits specified by the Companies Act, 2013.
59
• 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.
The Non-Executive Independent Directors have not drawn any remuneration from the Company, except the sitting fees for
attending the meetings of the Board.
Details of Remuneration paid to Executive Directors during the Financial Year 2016-17: (` In Crores)
S. No. Name of the Directors Salary Perquisites and other Commission / Provident Fund Total
benefits Incentive
1. Mr. Brij Raj Punj 0.52 0.26 - - 0.78
2. Mr. Bharat Raj Punj 0.39 0.19 - 0.05 0.63
3. Mr. Achin Kumar Roy 0.78 0.29 0.50 0.09 1.66
4. Mr. Mukat B. Sharma 0.30 0.15 - 0.04 0.49
5. Mr. Nipun Singhal* 0.46 0.13 0.41 0.05 1.05
1. No severance fee is payable on termination of contract.
2. The Company does not have any Stock Options Scheme.
3. The above excludes the provisions for gratuity and leave encashment, as the same is calculated on overall company basis.
*Mr. Nipun Singhal resigned from the directorship of the Company w.e.f. May 8, 2017.
Details of Remuneration paid to Non- Executive Independent Directors during the Financial Year 2016-17: (In `)
S. No. Name of Directors Sitting fees paid
during the FY 2016-17
1. A.V.M. Surjit Krishan Sharma (Retd.) 75,000
2. Dr. Geeta Ajit Tekchand 75,000
3. Mr. Ramesh Kumar Vasudeva 75,000
4. Mr. Ajay Dogra 75,000
5. Ms. Deepti Sahai 75,000
B. 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 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 judgment 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.
V. STAKEHOLDERS RELATIONSHIP COMMITTEE
In pursuance of the Listing Regulations and provisions of Section 178 of the Companies Act, 2013, the Company has constituted
Stakeholders Relationship Committee (SRC) to redress the shareholders’ and investors’ grievances.
The committee comprises four (4) members out of which three (3) are Non-Executive Independent Directors. The Committee deals with
the matters related to redressal of shareholders and investor grievances, including but not limited:
• 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 Company’s 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, Rules and Regulations prescribed by the Securities & Exchange Board of India(SEBI), BSE, National Stock
Exchange of India Ltd. 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. The Committee meets at least once in a fortnight to attend the formalities pertaining to transfer of
securities, transmission, issue of duplicate shares etc. During the year ended March 31, 2017 the Committee met 33 times. The details
of the meetings are as follows:
12.04.2016; 21.04.2016; 30.04.2016; 14.05.2016; 24.05.2016; 31.05.2016;

10.06.2016; 24.06.2016; 30.06.2016; 13.07.2016; 21.07.2016; 30.07.2016;
11.08.2016; 19.08.2016; 01.09.2016; 14.09.2016; 21.09.2016; 30.09.2016;
14.10.2016; 28.10.2016; 11.11.2016; 24.11.2016; 09.12.2016; 23.12.2016;
31.12.2016; 14.01.2017; 28.01.2017; 07.02.2017; 14.02.2017; 28.02.2017;
07.03.2017; 21.03.2017; 31.03.2017.
Adequate Quorum was present at all the meetings and the Chairman of the Committee was present in the last AGM held on August
26, 2016.
The composition of the SRC and the details of meetings attended by its members are given below:

Meetings Held Attended
A.V.M. Surjit Krishan Sharma (Retd.) Chairman Non- Executive Independent Director 33 33
Mr. Ramesh Kumar Vasudeva Member Non- Executive Independent Director 33 33
Mr. Achin Kumar Roy Member Whole Time Director 33 33
Ms. Anita K. Sharma, Company Secretary & VP Finance is the Compliance Officer and acts as the secretary to the Committee.
Details of investors Complaints\requests received & redressed during the year:
Opening Balance Received During the year Resolved During the year Closing Balance
3 20 22 1*
*The pending complaint has also been resolved on the date of this report.
VI. CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE
CSR Committee of the Company has been constituted in line with the provisions of Section 135 of the Companies Act, 2013. The
broad terms of reference CSR committee is as follows:
1. Formulate and recommend to the board, a CSR policy indicating the activities to be undertaken by the Company as specified
in Schedule VII of the Act;
2. Recommend the amount of expenditure to be incurred on the activities referred to above;
3. Monitor the CSR Policy of the Company.
61
Two meetings of the CSR committee were held during the year on May 30, 2016 and November 23, 2016. The composition of the
CSR Committee and details of the meeting attended by its members are given below:
Name of Directors Designation Category of Director No. of Meetings No. of Meetings

Held Attended
Mr. Achin Kumar Roy Chairman Whole Time Director 2 2
Mr. Mukat B. Sharma Member Whole Time Director 2 2
VII. SUB-COMMITTEE OF THE BOARD OF DIRECTORS
To aid the smooth and efficient functioning for administration and management of day to day affairs of the Company a Sub-
Committee of Board of Directors had been constituted and 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 the Committee. The Committee meets at regular
intervals to decide upon matters of routine nature and the minutes of the Committee meetings held are placed before the Board
for consideration and ratification in the succeeding Board Meeting.
During the year 16 meetings were held, the details of the meetings held during the year are as follows:
02.05.2016; 11.05.2016; 01.06.2016; 30.06.2016; 12.07.2016; 19.08.2016;

15.10.2016; 02.12.2016; 08.12.2016; 20.12.2016; 12.01.2017; 23.01.2017;
03.02.2017; 14.02.2017; 21.03.2017; 30.03.2017.
The composition of sub-committee of the Board of Directors and details of the meeting attended by its members are given below:
Name of Directors Designation Category of Director No. of Meetings No. of Meetings

Held Attended
Mr. Brij Raj Punj Chairman Chairman and Managing Director 16 13
A.V.M. Surjit Krishan Sharma (Retd.) Member Non- Executive Independent Director 16 16
The proceedings of the committee are placed before the Board of Directors in their meeting for noting and ratification.
Ms. Anita K. Sharma, Company Secretary & VP Finance acts as the Secretary to the committee.
On May 30, 2017, the sub-commitee was re-constituted by inducting Mr. Mukat B. Sharma, Wholetime Director & CFO of the Company
as member of the Committee.
VIII. SPECIAL COMMITTEE FOR ALLOTMENT OF SHARES

The Special Committee of the Board has been constituted for issue and allotment of shares and other securities issued time to time
in pursuance of preferential allotments, private placements, right issues etc. to expedite the process of allotment and issue of shares.
The Committee comprises of following Directors during the financial year 2016-17:
1. A.V.M. Surjit Krishan Sharma (Retd.);
2. Dr. Geeta Ajit Tekchand and;
3. Mr. Nipun Singhal (has resigned from the directorship of the Company w.e.f. May 08, 2017)
Ms. Anita K. Sharma, Company Secretary & VP Finance acts as the Secretary to the committee.
There were two meetings held during the year on September 3, 2016 and September 8, 2016 and all members were present in the
aforesaid meetings. The proceedings of the committee are placed before the Board in its meeting for confirmation.

IX. GENERAL BODY MEETINGS

1. Annual General Meetings:
The last three Annual General Meetings were held as under:
Financial Year Date & Time Venue Details of Special Resolution passed
thereat
2015-2016 August 26, 2016 at 9.30 A.M. Regd. Office: A – 146 (B & C), RIICO Industrial No special resolution passed.
Area, Bhiwadi, Distt. Alwar, Rajasthan.
2014-2015 July 10, 2015 at 9.30 A.M Regd. Office: A – 146 (B & C), RIICO Industrial No special resolution passed.
Area, Bhiwadi, Distt. Alwar, Rajasthan.
2013-2014 July 21, 2014 at 9.30 A.M Regd. Office: A – 146 (B & C), RIICO Industrial Re-appointment of Mr. Brij Raj Punj
Area, Bhiwadi, Distt. Alwar, Rajasthan. as Managing Director for a period of
5 years w.e.f. 31.10.2013 and payment
of remuneration.
2. During the financial year under review, the Company has passed the following Special Resolutions by way of Postal Ballot:
I. Special Resolutions passed by way of Postal Ballot dated November 23, 2016 the result of which was declared on
December 28, 2016:
a. Special Resolution for shifting of the Registered Office of the Company from the State of Rajasthan to the State of Uttar
Pradesh:
Particulars Total no. of Total no. of votes Total no. Total no. of valid Total no. of votes Total no. of votes
Postal ballots/ contained of invalid votes contained casted with assent casted with dissent
E-votes received votes for the Resolution for the Resolution
Physical 28 36,08,475 - 36,08,475 36,08,075 400
Electronic 161 2,05,70,779 - 2,05,70,779 2,05,70,254 525
Total 189 2,41,79,254 - 2,41,79,254 2,41,78,329 925
% of total votes casted in favour of the Resolution: 99.99%
% of total votes casted against the Resolution: 0.01%
b. Special Resolution to increase the borrowing powers of the Board of Directors of the Company upto Rs.2,500 crores under
Section 180(1)(c) of the Companies Act, 2013:
Physical 25 36,07,875 - 36,07,875 36,07,475 400
Electronic 163 2,05,70,947 - 2,05,70,947 2,04,14,330 1,56,617
Total 188 2,41,78,822 - 2,41,78,822 2,40,21,805 1,57,017
c. Special Resolution to authorize the Board of Directors of the Company for Creation of Charges/Mortgages on the Company’s
properties both present and future, in respect of borrowings of an aggregate amount not exceeding Rs.2,500 Crores under
Section 180(1)(a) of the Companies Act, 2013:
Physical 26 36,07,975 - 36,07,975 36,07,525 450
Electronic 160 2,05,71,048 - 2,05,71,048 2,04,24,110 1,46,938
Total 186 2,41,79,023 - 2,41,79,023 2,40,31,635 1,47,388
63
II. Special Resolutions passed by way of Postal Ballot dated February 19, 2017, the result of which was declared on March 24,
2017:
a. Special Resolution for sale of Consumer Durable Business of the Company to Havells India Limited by way of slump sale on
a going concern basis:
Physical 11 3,547 - 3,547 3,547 -
Electronic 200 2,33,42,742 - 2,33,42,742 2,31,54,561 1,88,181
Total 211 2,33,46,289 - 2,33,46,289 2,31,58,108 1,88,181
b. Special Resolution for Ceasing of Usage of the Brand “LLOYD”and/or “Lloyd” and Change of Name of the Company:
Physical 11 3,547 - 3,547 3,547 -
Electronic 202 2,33,42,845 - 2,33,42,845 2,31,53,309 1,89,536
Total 213 2,33,46,392 - 2,33,46,392 2,31,56,856 1,89,536
3. Mr. Sanjay Chugh, Practicing Company Secretary was appointed as the Scrutinizer for carrying out the postal ballot processes
for the both the postal ballots as aforesaid in a fair and transparent manner.
4. Whether any special resolution is proposed to be conducted through postal ballot: No
5. Procedure for Postal Ballot:
In compliance with Sections 108, 110 and other applicable provisions of the Companies Act, 2013 read with the Rules issued
thereunder, the Company provides electronic voting (e-voting) facility to all its members. The Company engages the services of
NSDL for the purpose of providing e-voting facility to all its members. The members have the option to vote either by physical
ballot or through e-voting. The Company dispatches the postal ballot notices and forms along with postage prepaid business reply
envelopes to its members whose names appear on the Register of Members / list of beneficiaries as on cut-off date. The postal
ballot notice is sent to members in electronic form to the email addresses registered with the depository participants / Company’s
Registrar & Share Transfer Agents. The Company also publishes a notice in the newspapers declaring the details of completion of
dispatch and other requirements under the Companies Act, 2013 and the Rules issued thereunder.
Voting rights are reckoned on the paid up value of shares of your Company in the names of the shareholders as on the cut – off
date. Members desiring to vote through physical ballot are requested to return the forms, duly completed and signed to as to
reach the Scrutinizer before the close of the voting period. Members desiring to exercise their votes by electronic mode are
requested to vote before the close of business hours on the last date of e-voting.
The Scrutinizer submits his report to the Chairman, after the completion of scrutiny and the consolidated results of the voting by
postal ballot are then announced by the Chairman / authorized officials of the Company. The results are displayed on the website
of the Company www.leelelectric.com, besides being communicated to the Stock Exchanges, NSDL and Registrar &Transfer Agent.
In accordance with the Secretarial Standard on General Meeting (SS-2) issued by ICSI, the resolutions as set out in the notice of
Postal Ballots, if assented to by the requisite majority of the shareholders by means of postal ballot including voting by electronic
means, will be taken as passed effectively on the last date specified by the Company for receipt of duly completed postal ballot
forms or e-voting.

X. MEANS OF COMMUNICATION
The Company disseminates information to all the stakeholders through various channels:
Financial Results Quarterly & Annual Results are published in daily newspapers viz.The Pioneer
(Delhi), Adhikar (Jaipur). After the shifting of registered office of the Company
from Rajasthanto the State of Uttar Pradesh the Company publishes the results
in Financial Express(All editions) and Jansatta (UP). The results are sent to stock
exchanges as well as posted on the Company’s website: www.leelelectric.com
News Releases Official news releases are sent to stock exchanges as well as displayed on the
Company’s website: www.leelelectric.com
Website The Company’s corporate website is www.leelelectric.comwhich provides
comprehensive information about the Company. The Annual Report of the
Company is available on the website. The same is also sent to all the Stock
Exchanges where the shares of the Company are listed, for uploading on
their own website.
Annual Report Annual Report is circulated to all the members and all others entitled
thereto like auditors, equity analyst etc.
Presentations to Institutional Investors/ analysts. Yes
Whether Management Discussion & Analysis Yes
report is a part of Annual Report or Not.
Whether Shareholder Information Section forms Yes
part of the Annual Report Details in case of appointment / re-appointment of directors have been
provided in the Notice convening AGM.
XI. GENERAL SHAREHOLDERS INFORMATION
1. Registered Office : Unit No. 8, Block B, Old District Courts, Complex, Industrial Area, Phase II,
Noida, Uttar Pradesh, 201305.
2. Corporate Office : 159, Okhla Industrial Estste, Phase III, New Delhi 110020.
3. Annual General Meeting
Date : September 26, 2017
Time : 09:30 AM
Venue : Rama Ceremonial, Main Market, Sector-110
Kendriya Vihar II, Noida-201301 (U.P.)
4. Financial Year : The financial year of the Company covers the fiscal period from April 01 to
March 31 every year.
5. Date of Book Closure/ Record date : September 20, 2017 to September 26, 2017
6. Dividend Payment : The final dividend of Rs.1.50 per share, if declared, shall be paid / credited
soon after the declaration of the dividend in the AGM. Dividend warrant
shall be dispatched on or after October 03, 2017 to members who hold
shares in physical form.
7. Listing of Equity Shares / Shares : The equity shares of the company are listed at BSE Ltd. (BSE) and National
underlying GDR’s on Stock Exchanges Stock Exchange of India Ltd. (NSE). The GDR’S are listed on London Stock
Exchange.
Annual Listing fees to the Stock Exchanges for the Financial Year 2017-18,
as applicable, have been paid well before the due date.
8. Custodial Fees to Depositories. : Annual Custody / Issuer fee for the financial year 2017-18 has been paid
within the due date.
9. Stock Code/ Symbol
Corporate Identification No (CIN) : L29120UP1987PLC0191016
Equity Shares
BSE 517518
NSE LEEL
ISIN INE245C01019
10. GDR’s
London Stock Exchange : LLD
Overseas Depository (For GDR’s) : The Bank of New York
Domestic Custodian (For GDR’s) : ICICI Bank Limited
65
11. Unclaimed/Unpaid Dividend:

The Company has transferred the unpaid or unclaimed dividends declared up to financial years 2007-08, from time to
time, to the Investor Education and Protection Fund (IEPF) established by the Central Government. Hence, no claim
shall lie in respect of the same. The Company has uploaded the details of unpaid and unclaimed dividend amounts lying
with the Company as on August 26, 2016 (date of the 29th Annual General Meeting) alongwith unpaid and unclaimed
final dividend declared on 29th AGM on the website of the Company and the same can be accessed through the link:
http://www.leelelectric.com/unpaid-unclaimed-dividend.html.
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 with the Company
in respect of the same.
Financial Year Date of declaration Due date for transfer to IEPF

2009-2010 (Final) September 28, 2010 November 03, 2017
2011-2012 (Final) September 8, 2012 October 14, 2019
2013-2014 (Final) July 21, 2014 August 26, 2021
2014-2015 (Final) July 10, 2015 August 8, 2022
2015-2016 (Final) August 26, 2016 September 30, 2023
Special Dividend 2017 May 30, 2017 July 4, 2024
(Interim Dividend)
Attention of the members is drawn that during the year under review, the Ministry of Corporate Affairs notified provisions relating
to unpaid / unclaimed dividends under Sections 124 and 125 of Companies Act, 2013 (‘Act’) and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules. As per the new rules, the Company is required to transfer all the Shares in
respect of which dividend has not been claimed by the shareholders for last seven consecutive years in the Demat Account of the
IEPF Authority.
In accordance with the aforesaid provision of the Act, the Company has already sent notices to all shareholders who have not
claimed dividend for last 7 consecutive years from the financial year 2009-10 and whose shares are due to be transferred to the
IEPF Authority and published requisite advertisement in the newspapers. The full details of such shareholders and shares due for
transfer are also uploaded in the website of the Company http://www.leelelectric.com/unpaid-unclaimed-dividend.html
Shareholders are requested to check the same and claim the unpaid dividend before the due date of transfer of dividend in order
to avoid the compulsory transfer of dividend alongwith shares to IEPF Authority. Shareholders may note that both the unclaimed
dividend and the shares transferred to IEPF Authority can be claimed back by them from IEPF Authority after following the
procedure prescribed by the IEPF Rules.
12. Share Transfer System
The Board has constituted the Stakeholders Relationship Committee and delegated the power of share transfer to the Committee.
The Committee holds meetings its atleast once in a fortnight to consider all the matters concerning transfer and transmission of
shares.
As on March 31, 2017, 99.05% of the Equity Shares of the Company are in electronic form. Transfer of physical shares in to
electronic shares is done through the depositories with no involvement of the Company. As regards transfer of shares held in
physical form, the transfer documents can be lodged with Skyline Financial Services Pvt. Limited (Registrar & Transfer Agent) of
the Company. 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.

13. Reconciliation of Share Capital Audit
A Practicing Company Secretary carries out reconciliation audit of the 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, 2017 have been filed with the Stock Exchanges within one month
of the end of each quarter.
14. Financial Calendar for the financial year 2017-18 (Provisional):
Declaration of Results for the Quarter ended on Tentative Date

Financial Reporting for the quarter ending June 30, 2017 Declared on August 10, 2017
Financial Reporting for the quarter ending September 30, 2017 On or before November 14, 2017
Financial Reporting for the quarter ending December 31, 2017 On or before February 14, 2018
Financial Reporting for the quarter and year ending March 31, 2018 On or before May 30, 2018
Annual General Meeting for the year ended March 31, 2018 Before the end of September, 2018
15. Market Price Data
Particulars BSE NSE

Months for the Financial Year High Low High Low
2016-2017 (Rs./share) (Rs./share) (Rs/share) (Rs./share)
April’ 16 284.80 245.40 284.80 244.85
May’ 16 278.30 242.90 254.80 242.40
June’ 16 258.65 207.80 259.80 220.10
July’ 16 255.00 228.00 255.00 228.10
August’ 16 270.70 228.00 270.65 227.50
September’ 16 301.00 242.00 301.40 242.75
October’ 16 340.00 265.00 336.60 264.90
November’ 16 339.20 233.40 339.00 234.10
December’ 16 285.00 240.50 284.75 240.15
January’ 17 293.00 251.75 291.65 251.05
February’ 17 340.40 260.00 340.35 260.10
March’ 17 264.75 235.50 264.85 235.80
16. Performance of the Company in comparison to BSE Sensex during the financial Year 2016-17:
30000 350
29000 300
28000 250
27000 200
26000 150
BSE Sensex
25000 100
24000 50 LEEL Electricals Ltd.
23000 0 Scrip Closing Price
Apr’16
May’ 16
Jun’ 16
Jul’ 16
Aug’ 16
Sep’ 16
Oct’ 16
Nov’ 16
Dec’ 16
Jan’ 17
Feb’ 17
Mar’ 17

67
17. Distribution of Shareholding as on 31st March, 2017.
No. of Share held of Rs.10 each No. of Shareholders %age of Total No. of Shares %age of Total
Up to 500 31,578 89.12 3,747,283 9.29
501 – 1000 1,937 5.47 1,567,448 3.89
1001 – 2000 929 2.62 1,424,159 3.53
2001 – 3000 315 0.89 821,291 2.04
3001 – 4000 148 0.42 534,187 1.32
4001 – 5000 122 0.34 567,492 1.41
5001 – 10000 199 0.56 1,457,453 3.61
10001 - & above 206 0.58 30,212,947 74.91
Total 35,434 100 4,03,32,260 100

Distribution of Shareholding
9.29% Up to 500
501-1000
3.89%
1001-2000
3.53%
2.04% 2001-3000
74.91% 1.32%
3001-4000
1.41%
3.61% 4001-5000
5001-10000
10001- & above

18. Shareholding Pattern as at 31st March, 2017.
Category No. of Shares held % of shareholding

Promoters 2,26,64,396 56.19%
Foreign Institutional Investors 7,13,081 1.77%
Private Corporate Bodies 40,50,936 10.04%
NRI/OCB’s 9,39,131 2.33%
Shares underlying GDRs 16,000 0.04%
Indian Public & Others 1,19,48,716 29.63%
Total 4,03,32,260 100%
Shareholding Pattern as at 31st March, 2017
30%
Promoters
0% Foreign Institutional Investors
2%
Private Corporate Bodies
10% NRI/OCB’s
56%
Shares underlying GDRs
2%
Indian Public & Others


19. 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). As on
March 31, 2017, 3,99,63,182 equity shares of the Company, forming 99.05% of the shareholding stand dematerialized.
The Shares of the Company are regularly traded at the National Stock Exchange of India Ltd. and BSE Ltd.
20. Outstanding GDR’s/ ADR’s/ Warrants or any Convertible Instruments, Conversion date and Likely impact on equity.
GDRs: The outstanding GDRs are backed by underlying equity shares which are part of the existing paid-up capital of the company.
8,000 GDRs underlying 16,000 equity shares of the company are outstanding as on March 31, 2017. Each GDR represents two
underlying equity shares.
Warrants: During the year 2014-15, the Company had issued to its Promoter Group Entities 60 Lac 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.
During the previous year, allottees of 8.85 Lac warrants have exercised their right to convert the warrants into equity shares by
paying balance 75% of the consideration and consequently 8.85 Lac equity shares were issued to them.
During the financial year, the Company has issued and allotted 17 Lac equity shares of Rs.10 each at a premium of Rs.142 each on
September 03, 2016 and 24.27 Lac equity shares of Rs.10 each at a premium of Rs.142 each on September 08, 2016 to promoter
group entities on preferential basis upon conversion of equivalent no. of warrants.
Consequent to the aforesaid allotment made during the financial year under review, the Paid-up Equity Share Capital of the
Company has increased to Rs.40,33,22,600 divided into 4,03,32,260 Equity Shares of face value Rs.10 each and promoters
shareholding has increased from 51.20% to 56.19% of the total paid up capital.
Further, the promoter group entities have shown their inability to exercise their right to convert the balance 9.88 lacs warrants
which are required to be converted into equity shares on or before September 12, 2016 as conversion of such number of warrants
would have increased their shareholding beyond the permissible creeping limit of 5% in a financial year as stipulated in Regulation
3(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. Accordingly, 9.88 lacs warrants stand cancelled
and the upfront subscription money aggregating to Rs.3.75 Crores received on said warrants at the time of their subscription was
forfeited. Consequent upon the above allotments and forfeiture of warrants, there were no pending warrants due for conversion
as on March 31, 2017.
21. 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, Board’s report, auditors’ report etc. in electronic form,
to the email address provided by the Members and made available to us by the Depositories.
Members who hold shares in physical form are requested to register their e-mail addresses and intimate any change in e-mail
id, with the Company or with the Registrars & Share Transfer Agents, SKYLINE FINANCIAL SERVICES PRIVATE LIMITED. In respect
of electronic holdings members are requested to register their e-mail addresses with the Depository through their concerned
Depository Participants. However, in case you desire to receive Company communication and documents in physical form, you
are requested to intimate us through e-mail at investor.relation@leelelectric.com You may kindly note that as a Member of the
Company, you will be entitled to be furnished, free of cost, a printed copy of the Annual Report of the Company, upon receipt of
a requisition from you, at any time.
Members are advised to convert their shares from Physical mode to Dematerialized mode. Dematerialization of shares provides
several benefits to the shareholders. The transaction of shares can be carried out quickly and in an easy way. Holding securities
in Demat form helps the investors to get immediate transfer of securities. No stamp duty is payable on transfer of shares held in
Demat form and the brokerage involved is also lowest. The incidence of non-delivery or bad delivery and the risks associated such
as forged transfers that occurs for the shares when held in physical format is totally avoided. Shareholders are not required to hold
saleable set of shares for trading
69
22. Plant Locations

Domestic Manufacturing Locations;
a) A – 146, (B & C), RIICO Industrial Area, d) Plot No. S 21 & S 22, Non SEZ, Phase III,
Bhiwadi, Distt. Alwar, Rajashtan Sipcot Road, Mugundarayapuram, Ranipet,
Vellore District (Tamilnadu)
b) Industrial Area, Kala-Amb, Trilokpur Road, e) Village Nizampur, Taura, - Rewari Road,
Sirmour, Nahan, Himachal Pradesh Tehsil- Tauru, Distt.- Mewat
c) Plot No. 24, Sector 2, IIE, SIDCUL, f) Khasra No. 1511-1512, Village SalempurMehdood,
Pantnagar, Haryana-122 105 Industrial Park-II, SIDCUL, Bahadrabad Bypass Road,
Distt. Haridwar, Uttarakhand- 249 402
Overseas Manufacturing Locations:
a) Lloyd Coils Europe s.r.o b) Janka Engineering s.r.o c) Noske-Kaeser Rail & Vehicle
Prague-5, Radotin Vrazsja 143 New Zealand Limited
Vrazaska 143 15300 PrahaRadotin 20, Noel Rodgers Place,
Postal Code 153000 Czech Republic Milsone, Palmerston North,
44114 New Zealand.
Address for Correspondence and for grievance redressal:

Corporate Office Registrar & Share Transfer Agent
Investor Relation Department Skyline Financial Services Private LIMITED
LEEL Electricals Limited D-153 A, First Floor,
159, Okhla Industrial Estate, Okhla Industrial Area, Phase-I
Phase-III, New Delhi-110020 New Delhi- 110020
Tel No. 91-11-40627200, 40627300 Tel : 91-11-26812682, 26812683, 84
Fax: 91-11-41609909 Fax : 91-11-26292681
E mail id: investor.relation@leelelectric.com E mail id: admin@skylinerta.com
Website: www.leelelectric.com Website: www.skylinerta.com
COMPLIANCE OFFICER
Anita K. Sharma
Company Secretary & VP Finance
FCS No: F7373
XII. OTHER DISCLOSURES
1. Code of Conduct
The Company has adopted a Code of Conduct for all Board Members and Senior Management Personnel of the Company.
The Code of Conduct has been posted on the website of the Company for general viewing at http://leelelectric.com/pdf/
Code-of-Conduct-LEEL.pdf
All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The Annual
Report contains a declaration to this effect signed by the Chairman & Managing Director.
2. Related Party Transactions
During the year under review, besides the transactions reported in Notes forming part of the financial statements for the
year ended March 31, 2017, which are entered in ordinary course of business and on arm’s length basis, there were no
other material related party transactions of the Company with its promoters, Directors or the management or their relatives
and subsidiaries. These transactions do not have any potential conflict with the interest of the Company at large. These
have been approved by the audit committee and Board of Directors of the Company. The board has approved a policy for
related party transactions which has been uploaded on the Company’s website at the following link:
http://leelelectric.com/pdf/Material%20Related%20Party%20Policy.pdf

3. Disclosure of Accounting Treatment

Please refer Board’s Report for disclosure of Accounting Treatment.
4. 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 and thereafter in a prioritized manner presented to the Board for their inputs on risk mitigation/management efforts.
5. Disclosure by Senior Management
Senior Management has made disclosures to the Board relating to all material financial and commercial transactions stating
that they did not have personal interest that could result in a conflict with the interest of the Company at large.
6. CEO / CFO Certification
The Wholetime Director and Chief Financial Officer (CFO) have certified to the Board in accordance with Regulation 17 (8)
and Part B of Schedule II of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended 31 March
2017, which is annexed hereto.
7. Whistle Blower Policy/ Vigil Mechanisim
In compliance with section 177 of the Companies Act, 2013 and regulation 22 of the Listing Regulations, the Company has
adopted a Whistle Blower Policy / Vigil Mechanisim which enables every employee of the Company to promptly report to
the management about any actual or possible violations of the policy or an event he/ she becomes aware of that could
affect the business or reputation of your Company. The Company affirms that no personnel has been denied access to the
Audit Committee in respect to reporting of any unlawful information. The said policy has been also put up on the website
of the Company at the following link:
http://leelelectric.com/pdf/Whistle-Blower-Policy-%20LEEL.pdf
8. Archival Policy
In accordance with the requirements of Regulation 30(8) of the Securities & Exchange Board of India (Listing Obligations and
Disclosures Requirements), Regulations, 2015 (“Listing Regulations”), the listed entity shall disclose on its website all such
events or information which is required to be disclosed to Stock Exchange(s) under Regulation 30, and such disclosures shall
be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of
the listed entity, as disclosed on its website.
The same are available at following link:
http://leelelectric.com/pdf/Archival%20Policy.pdf
9. Policy for Preservation of Documents
Pursuant to Regulation 9 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations, 2015 (“Listing Regulations”), the Company has formulated a policy for prevention of documents.
This objective of the policy is to set the standards for storing and preservation of documents of the Company broadly
classified in the following two categories:
a) documents whose preservation shall be permanent in nature;
b) documents with preservation period of not less than eight years after completion of the relevant transactions.
The same are available at following link:
http://leelelectric.com/pdf/Policy%20for%20preservation%20of%20documents.pdf
10. 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://leelelectric.com/pdf/Material%20Subsidiary%20Policy.pdf
71
11. Prohibition of Insider Trading

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders under the SEBI (Prohibition
of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure
of unpublished price sensitive information and has been made available on the Company’s website at http://leelelectric.
com/pdf/Code-of-Conduct-for-Prevention-of-Insider-Trading.pdf
12. Policy for Determining Materiality of Event / Information
The Company has also adopted Policy on Determination of Materiality for Disclosures, Policy on Archival of Documents and
Policy for Preservation of Documents. The same are available at following link:
http://leelelectric.com/pdf/Policy%20for%20determining%20Matriality%20of%20Event%20or%20Information.pdf
13. Adoption of mandatory and discretionary requirements
The Company has complied with all the mandatory requirements as specified in the Listing Regulations.
The Company has adopted non-mandatory requirements as specified under Part E of Schedule II of the Listing Regulations
such as financial statements of the Company are unqualified and the Internal Auditor directly reports to the Audit Committee.
14. Commodity price risk or foreign exchange risk and hedging activities;
Please refer management discussion analysis and notes to financial statements for details
15. Management Discussion And Analysis
The Management Discussion and Analysis forms part of the Annual Report and is given separately.
16. Disclosure of any non-compliances / penalty imposed
There were no non-compliances by the Company and no instances of penalties and strictures imposed on the Company
by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market during the last
three years.
DECLARATION OF CODE OF CONDUCT

To,
The Members of LEEL Electricals Limited
This is to confirm that the Company has obtained from all the members of the Board and the Senior Management Personnel,
affirmations that they have complied with the Code of Conduct for Board Members and Senior Management Personnel in respect of
the financial year ended March 31, 2017.
For LEEL Electricals Ltd.
Achin Kumar Roy

Chairman of the Meeting &
Date: August 10, 2017 Wholetime Director
Place: New Delhi (DIN: 01475456)

CEO/ CFO CERTIFICATION

(Under Regulation 17 (8) and Part B of Schedule II of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
The Board of Directors

159, Okhla Industrial Estate,
Phase III, New Delhi 110020.
Sub. CEO/ CFO Certificate
We have reviewed the financial statements and the cash flow statement of LEEL Electricals Limited (Formerly Lloyd Electric &
Engineering Ltd.) (herein after referred as ‘the Company’) for the year ended on March 31, 2017 and that to the best of our knowledge
and belief:
(1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading;
(2) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
(3) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
(4) We accept responsibilities for established and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of internal control systems of the Company pertaining tofinancial reporting and we have disclosed to the
auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose totake to rectify these deficiencies.
We further certify that the following information have been indicated to the Auditors and the Audit Committee:
a) There have been no significant changes in internal control over financial reporting during the year;
b) There have been no significant changes in accounting policies during the year; and
c) There have been no instances of significant fraud of which they have become aware and the involvement thereinof the
management or an employee having a significant role in the Company’s internal control system.
Yours sincerely

Date: May 30, 2017 Wholetime Director and CFO Wholetime Director
Place: New Delhi (DIN: 02942036) (DIN: 01475456)
73
COMPLIANCE CERTIFICATE
To,
The Members of
We have examined the compliance of conditions of Corporate Governance by LEEL Electricals Limited (Formerly Lloyd Electric &
Engineering Ltd.) (‘the Company’), for the year ended 31st March, 2017, as stipulated as per the provisions of Regulation 34(3) and
Schedule V(E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, for
the period 1st April, 2016 to 31st March, 2017.
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. 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 prescribed under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as applicable.
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
Brijesh C. Mathur
Parther
Date: 10.08.2017 M. No. : 083540
Place: New Delhi Firm Reg. No.: 000891N

Corporate Overview Statutory Reports Financial Statements
STANDALONE
FINANCIAL
STATEMENTS
75
Independent Auditors’ Report

On Standalone IND AS Financial Statements
To the Members of LEEL Electricals Limited
Report on the Standalone Indian Accounting Standards (IND AS) Financial Statements
We have audited the accompanying standalone IND AS financial statements of LEEL Electricals Limited (Formerly known as Lloyd Electric
& Engineering Limited) (‘the Company’), which comprise the balance sheet as at 31st March, 2017, the statement of profit and loss
(including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended,
and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the IND AS Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation and presentation of these standalone IND AS financial statements that give a true and fair view of the
financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company
in accordance with the accounting principles generally accepted in India, including the (IND AS) prescribed under Section 133 of the
Act, read with the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standard) Rules, 2015, as amended. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone IND AS financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone IND AS financial statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit
report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
standalone IND AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone IND AS
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the standalone IND AS financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the Company’s preparation of the standalone IND AS financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating
the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s
Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
standalone IND AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone IND AS
financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, including IND AS, of the financial position of the Company as at 31st March, 2017
and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on
that date.

Emphasis of Matter
The Company had, with the approval of Board of Directors in its Board Meeting held on February 18, 2017 and shareholders’ approval
by way of postal ballot, the result of which was declared on March 24, 2017, sold its Consumer Durables Business alongwith its Brand
‘LLOYD’ as a going concern on a slump sale basis to Havells India Limited. The aforesaid transaction was concluded on May 8, 2017 for
a consideration of Rs.1,550 Crores subject to closing adjustments. The sale of the Consumer Durables Business will not have any impact
on the Company’s existing B2B air conditioning business. Our opinion is not modified in respect of the matter.
Pursuant to aforesaid sale, the Company has also changed its name from ‘Lloyd Electric & Engineering Ltd.’ to ‘LEEL Electricals Ltd.’ with
the approval of Central Government on May 23, 2017.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“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, a statement on the matters specified in the paragraph 3
and 4 of the order.
2. As required by Section 143 (3) of the Act, we report 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.
(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 and loss and the statement of cash flows and the statement of changes in equity
dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone IND AS 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 as on 31st March, 2017 and taken on record by the
Board of Directors, none of the Directors is disqualified as on 31st March, 2017 from being appointed as a Director in terms
of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in “Annexure B”; and
(g) 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 standalone IND AS financial statements have disclosed the impact of pending litigations on the financial position
of the Company as referred to in Note No. 36;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses;
iii. The Company was not required to transfer funds to the Investor Education and Protection Fund during the financial
year under review.
iv. The Company has provided requisite disclosures in its standalone IND AS financial statements as to holdings as well
as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and those
are in accordance with the books of accounts maintained by the Company. Refer Note 48 of the standalone IND AS
financial statements.
Firm Regn. No. 000891N
(Brijesh C. Mathur)
Place: New Delhi Partner
Dated: May 30, 2017 M. No. 083540
77
Annexure - A to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone IND AS financial
statements for the year ended 31st March, 2017, we report that:
1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of
verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to
the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the title deeds of immovable properties are held in the name of the Company.
2. 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.
3. a) The Company has granted loans, secured or unsecured to companies, firm or other parties covered in the register maintained
under section 189 of the Companies Act, 2013.
b) 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 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, the Company has complied with the provisions of
section 185 and 186 of the Act, with respect to the loans and investments made.
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 thereunder.
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, 2013 and 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. 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, 2017 for a period of more
than six months from the date they became payable.
b) As on 31st March, 2017 according to the records of the Company the following are the particulars of disputed dues on
account of Excise duty, Custom duty, HP State Electricity Board & Income Tax and have not been deposited.

Particulars Financial Year Amount Dispute Pending

(` In Crores)
HP Electricity Board 2009-2010 0.11 Divisional Commissioner Court Shimla Camp at Nahan
Central Excise & 2014-2015 2.97 Commissioner of Customs (Appeals), New Delhi
Customs Matters* 2014-2015 0.11 CESTAT, Allahabad
2014-2015 0.19 Deputy Commissioner of Customs, ICD TKD, New Delhi
2015-2016 0.04 Deputy Commissioner, Customs, Noida
Income Tax Matters 2008-2009 0.15 Assessing officer, New Delhi
(Pending rectification) 2010-2011 0.25 Assessing officer, New Delhi
2011-2012 0.04 Central Processing Centre
2012-2013 0.82 Assessing officer, New Delhi
2014-2015 1.69 Central Processing Centre
*In addition to the above, during the previous financial year, the Company has received total demand of Rs.46.23 Cr. under show cause
notices from custom department. The Company has made suitable reply of the same.
8. In our opinion and according to the information and explanations given to us, the Company has not defaulted during the year in
repayment of dues to its financial institutions, bankers and government. The Company did not have any outstanding debentures
during the year.
9. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes
for which they were obtained. The Company did not raise any money by way of initial public offer or further public offer (including
debt instruments) during the year.
10. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers
or employees has been noticed or reported during the course of our audit.
11. According to the information and explanations give to us and based on our examination of the records of the Company, the
Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions
of section 197 read with Schedule V to the Act.
12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly,
paragraph 3(xii) of the Order is not applicable.
13. According to the information and explanations given to us and based on our examination of the records of the Company,
transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the financial statements as required by the applicable accounting standards.
14. During the financial year the Company has issued and alloted 41.27 Lac Equity Shares of Rs.10 each at a premium of
Rs.142 each to promoter group entities on preferential basis upon conversion of equivalent number of warrants. Consequent
to the allotment, the Paid-up Equity Share Capital of the Company increased to Rs.40,33,22,600 divided into 4,03,32,260 Equity
Shares of face value Rs.10 each. The said shares were duly listed and admitted to trade on BSE Ltd. vide its trading approval no.
DCS/PREF/TP/MD/3598/2016-17 dated October 07, 2016 and on National Stock Exchange of India Ltd. vide its trading approval
no. NSE/LIST/89739 dated 10th October, 2016. On Balance 9.88 lacs warrants, the warrant holders did not exercise their right to
convert warrants as conversion of such number of warrants would have increased their shareholding beyond the permissible
creeping limit of 5% in a financial year as stipulated in Regulation 3(2) of the SEBI (Substantial Acquisition of Shares & Takeovers)
Regulations, 2011. Accordingly, 9.88 lacs warrants stand cancelled and the upfront subscription money aggregating to
Rs.3.75 Crores received on said warrants at the time of their subscription was forfeited. Consequent upon the above allotments
and forfeiture of warrants, there are no pending warrants due for conversion as on 31st March, 2017.
15. According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not entered into non-cash transactions with Directors or persons connected with him. Accordingly, paragraph 3(xv)
of the Order is not applicable.
16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
(Brijesh C. Mathur)
Dated: May 30, 2017 M. No. 083540
79
Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of LEEL Electricals Limited (Formerly known as Lloyd Electric
& Engineering Limited) (“the Company”) as of 31st March, 2017 in conjunction with our audit of the standalone IND AS financial
statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of
India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls
and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on
the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone IND AS financial statements,
whether due to fraud or error.
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being
made only in accordance with authorizations of management and Directors of the Company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and
such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

(Brijesh C. Mathur)
Dated: May 30, 2017 M. No. 083540
81
Balance Sheet
AS AT 31ST MARCH 2017
(` In Crores)
Particulars Note As at As at As at
No. 31.03.2017 31.03.2016 01.04.2015
Assets
Non Current Assets
Property, Plant and Equipment 3 317.72 320.28 310.07
Capital Work in Progress 4 10.13 6.70 7.69
Intangible Assets 5 1.28 3.04 4.66
Financial Assets
(i) Investments 6 108.45 105.72 90.00
(ii) Loans 7 6.90 7.59 2.76
(iii) Other Financial Assets 8 0.21 0.23 0.33
Other Non Current Assets 9 - 0.01 0.02
444.70 443.59 415.52
Current Assets
Inventories 10 992.00 876.91 719.31
Financial Assets
(i) Trade Receivables 11 693.60 597.14 456.98
(ii) Cash and Cash Equivalents 12 89.64 65.37 56.26
(iii) Bank Balance other than (ii) above 13 1.50 1.18 1.16
(iv) Loans 14 1.54 1.54 0.85
(v) Other Financial assets 15 6.04 6.62 0.04
Current Tax Assets (Net) - - 6.90
Other Current Assets 16 111.28 75.07 98.41
1,895.61 1,623.83 1,339.90
Total Assets 2,340.31 2,067.42 1,755.42
EQUITY AND LIABILITIES

Equity
Equity Share Capital 17 40.34 36.21 35.33
Other Equity 18 881.01 758.27 709.13
921.35 794.48 744.46
Non Current Liabilities
Financial Liabilities
Borrowings 19 50.95 77.26 89.46
Long term Provisions 20 7.09 2.81 3.08
Deffered Tax Liabilities 21 0.65 3.25 3.55
58.68 83.31 96.09
Current Liabilities
(i) Borrowings 22 1,025.08 898.31 703.11
(ii) Trade Payables 23 133.02 113.15 104.56
(iii) Other Financial Liabilities 24 58.99 89.44 61.53
Other Current Liabilities 25 116.94 77.13 44.22
Short Term Provisions 26 6.36 6.10 1.46
Current Tax Liabilities (Net) 19.89 5.49 -
1,360.27 1,189.63 914.88
Total Equity and Liabilities 2,340.31 2,067.42 1,755.42
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. For and on behalf of the Board
(Brijesh C. Mathur) Mukat B. Sharma Achin Kumar Roy
Partner Whole Time Director & CFO Whole Time Director &
Membership No. 083540 (DIN:02942036) Chairman of the Meeting
Firm Registration No. 000891N (DIN:01475456)
Anita K. Sharma Surjit Krishan Sharma
Place:- New Delhi Company Secretary & VP Finance Director
Dated:-30.05.2017 (FCS 7373) (DIN:00058581)

Statement of Profit and Loss

FOR THE YEAR ENDED 31ST MARCH 2017
(` In Crores)
Particulars Note For the year ended For the year ended
No. 31.03.2017 31.03.2016
Revenue
Revenue from operations 27 3,022.43 2,387.63
Other income 28 1.98 1.05
Total Income 3,024.41 2,388.68
Expenses
Cost of materials consumed 29 2,198.77 1,700.22
Purchases of Stock-in-Trade 30 270.13 142.74
Changes in inventories of finished goods work-in-progress and Stock-in-Trade 31 (62.14) (4.91)
Excise duty on Sale of goods 45.12 51.98
Employee benefits expense 32 96.69 72.15
Finance costs 33 118.89 105.30
Depreciation and amortization expense 34 35.98 33.20
Other expenses 35 202.00 162.73
Total Expenses 2,905.44 2,263.41
Profit before exceptional items and tax 118.97 125.27
Exceptional Items
Insurance claims written off - 45.80
Profit before tax 118.97 79.47
Tax expense:
(1) Current tax 36.20 17.00
(2) Deferred tax (2.37) (0.30)
(3) MAT Credit Entitlement - 6.94
Profit for the year 85.14 55.82
Other Comprehensive Income
Items that will be reclassified to profit or loss
Fair value of Investment 0.79 0.71
Acturial gain or losses (0.68) -
Taxes 0.23 -
Total Comprehensive Income for the year 85.49 56.53
Earnings per Equity Share

(1) Basic 21.19 15.61
(2) Diluted 21.19 13.68
NOTES TO ACCOUNTS

Dated:-30.05.2017 (FCS 7373) (DIN:00058581)
83
Statement of Changes in Equity

as on 31st March 2017
A. Equity Share Capital
Particulars No. of Shares (` In Crores)
Paid up Capital 35,320,260 35.32
Add: Equity Shares forfeited - 0.01
As at April 1, 2015 35,320,260 35.33
Add: Equity Shares issued under Warrants 885,000 0.89
As at March 31, 2016 36,205,260 36.21
Add: Equity Shares issued under Warrants 4,127,000 4.13
As at March 31, 2017 40,332,260 40.34
B. Other Equity
(` In Crores)
Particulars Reserves & Surplus Other Comprehensive Total
Income Other
Equity
Equity Capital Revaluation Securities General Retained Fair Acturial
Component Reserve Reserve Premium Reserve Earning Value of Gain &
of Other (Share (Land Account Investment Losses
Financial Warrant Revalued
Instruments Forefeited as on 31st
(Share by the March, 1993)
Warrants) Company)
Balance as at 1st April, 2015 22.80 11.25 0.23 199.07 202.72 273.59 (0.53) - 709.13
Profit for the Year - - - - - 55.82 - - 55.82
Transfer Share Warrant into Shares (3.36) - - - - - - - (3.36)
Premium Amount from Conversion - - - 12.57 - - - - 12.57
of Warrants
Addition in Fair Value of Investment - - - - - - 0.71 - 0.71
Transfer from OCI to Retained - - - - - (0.42) 0.42 - -
Earnings
MAT Credit Adjustment - - - - - (11.09) - - (11.09)
Dividend (Including Dividend Tax) - - - - - (5.51) - - (5.51)
Transfer to Reserve - - - - 15.00 (15.00) - - -
Balance as at 31st March, 2016 19.44 11.25 0.23 211.64 217.72 297.39 0.60 - 758.27
Profit for the Year - - - - - 85.14 - - 85.14
Transfer Share Warrant into Shares (19.44) - - - - - - - (19.44)
Premium Amount from Conversion - - - 58.60 - - - - 58.60
of Warrants
Addition in Fair Value of Investment - - - - - - 0.79 - 0.79
Acturial Gain & Loss - - - - - - - (0.44) (0.44)
Share Warrant Forfeited - 3.75 - - - - - - 3.75
Dividend (Including Dividend Tax) - - - - - (5.66) - - (5.66)
Transfer to Reserve - - - - 30.00 (30.00) - - -
Balance as at 31st March, 2017 - 15.00 0.23 270.24 247.72 346.87 1.39 (0.44) 881.01

Dated:-30.05.2017 (FCS 7373) (DIN:00058581)

Statement of Cash Flow

(` In Crores)
Particulars For the Year ended For the Year ended
31 March 2017 31 March 2016
A Cash Flow from Operating Activities
1 Profit Before Tax
2 Adjustments for :
Depreciation 35.98 33.20
Loss/(gain) on disposal of property, plant and equipments (net) (0.07) 0.10
Life Time Credit Risk 0.27 0.30
Finance costs 118.89 105.30
Dividend Received (0.02) (0.05)
Loss/(gain) arising on financial assets/liabilities as at fair value through profit and loss 0.04 0.12
Interest Income (1.32) (0.24)
3 Operating Profit before Working Capital Changes (1+2) 272.73 218.19
4 Net Change in:
Trade Receivables (96.46) (140.16)
Inventories (115.09) (157.60)
Other Financial Assets 0.60 (6.49)
Loans 0.69 (5.54)
Other Assets (36.20) 23.34
Trade Payable 19.87 8.59
Other Financial Liabilities (30.46) 27.92
Other Liabilities 39.81 32.92
Provisions 4.35 4.37
Change in Working Capital (212.88) (212.66)
5 Cash Generated from Operating Activities (3+4) 59.85 5.53
6 Taxes Paid (21.80) (23.24)
7 Net Cash Flow from Operating Activities (5-6) 38.04 (17.70)
B Cash Flow from Investing Activities:
Purchase of Property, plant and equipment including CWIP (35.11) (41.49)
Proceeds from disposal of Property, plant & equipment 0.09 1.48
Purchase of Investments (2.73) (15.73)
Interest received 1.32 0.24
Dividend Income 0.02 0.05
Net Cash Generated/(Used) in Investing Activities: (36.40) (55.45)
C Net Cash Flow From Financing Activities:
Proceeds from Issue of Share Capital 47.05 10.09
Proceeds from Borrowing 100.46 183.00
Interest paid (118.89) (105.30)
Dividends paid (including dividend tax) (5.66) (5.51)
Net Cash Generated/(Used) from Financing Activities: 22.95 82.28
D Net Change in Cash & cash equivalents (A+B+C) 24.60 9.12
E Net increase/ decrease in Cash and Cash Equivalents 24.60 9.12
Opening Balance of Cash and Cash Equivalents 66.54 57.42
Closing Balance of Cash and Cash Equivalents 91.14 66.54

Dated:-30.05.2017 (FCS 7373) (DIN:00058581)
85
Notes to the financial statements

for the year ended 31 March 2017
1. Corporate Information
LEEL Electricals Limited (Formerly known as 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) & BSE 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. During the year the Company was 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. The Company has sold its consumer
durable business to Havells India Ltd. for details please refer note no. 49.
2. Significant Accounting Policies
2.1 Basis of preparation
The Company has adopted accounting policies that comply with Indian Accounting standards (INDAS or IND AS) notified
by Ministry of Corporate Affairs vide notification dated 16th February, 2015 under Section 133 of the Companies Act 2013.
Accounting policies have been applied consistently to all periods presented in these financial statements. The financial
statements referred hereinafter have been prepared in accordance with the requirements and instructions of Schedule III
to the Companies Act, 2013, amended from time to time applicable to Companies to whom IND AS applies.
The opening financial statements have been prepared in accordance with “Indian Accounting Standard 101 (First time
Adoption of Indian Accounting Standards)”. The opening financial statements comprise Balance Sheet, Statement of Change
in equity and its related notes.
The adopted accounting policies comply with each Ind AS effective at the end of its first Ind AS reporting period i.e.
31st March, 2017 except as specified in paragraphs 13–19 and Appendices B–D of IND AS 101. In the opening financial
statements:
(i) All assets and liabilities have been recognized as required by IND AS.
(ii) All assets and liabilities have been derecognized which are not permitted by IND AS.
(iii) All assets, liabilities or components of equity have been reclassified in accordance with IND AS.
(iv) All assets and liabilities have been measured in accordance with IND AS.
The accounting policies used by the Company in its opening financial statement may differ from those previously used in
accordance with Indian Generally Accepted Accounting Principles (GAAP) or the previous GAAP. The resulting adjustments,
which have arises for events and transactions before the date of transition to IND AS, have been directly recognized in
retained earnings at the date of transition to Ind AS i.e. 1st April, 2015 (or, if appropriate, another category of equity) at the
date of transition to IND AS.
The company estimates in accordance with IND AS at the date of transition to IND AS are consistent with estimates made for
the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless
there is objective evidence that those estimates were in error.
The company has explained how the transition from previous GAAP to IND AS has affected its reported Balance sheet and
Statement of Profit & loss. Accordingly, The Company’s first IND AS financial statements includes:
a. Reconciliations of its equity reported in accordance with previous GAAP to its equity in accordance with Ind AS for
both of the following dates:
(i) the date of transition to IND AS; and
(ii) the end of the latest period presented in the Company’s most recent annual financial statements in accordance
with previous GAAP.

b. Reconciliation to its total comprehensive income in accordance with IND AS for the latest period in the Company’s
most recent annual financial statements. The starting point for that reconciliation being the profit or loss under
previous GAAP.
The Company’s first IND AS financial statements includes three Balance Sheets, two Statements of profit and loss and two
Statements of changes in equity and two cash flow and related notes.
The Company’s first financial statements have been prepared in accordance with the IND AS prescribed. The preparation of
the Company’s first financial statements in conformity with IND AS requires the Company to exercise its judgement in the
process of applying the accounting policies. It also requires the use of accounting estimates and assumptions that effect
the reported amounts of assets and liabilities at the date of the financial statements. These estimates and assumptions are
assessed on an ongoing basis and are based on experience and relevant factors, including expectations of future events that
are believed to be reasonable under the circumstances and presented under the historical cost convention on accrual basis
of accounting.
2.2 Use of Estimates
The preparation of financial statements require estimates and assumptions to be made that affect the reported amount
of asset and liabilities on the date of the financial statements and the reported amount of the revenue and the expenses
during the reporting period. Difference between the actual results and estimates are recognized in the period in which the
results are known / materialized.
2.3 Property, Plant and Equipment (PPE)
The Company has elected to use a previous GAAP cost (cost less accumulated depreciation and impairment losses (if any))
of an item of property, plant and equipment at, or before, the date of transition to IND AS as deemed cost at the date of
transition in accordance with accounting policy option available in IND AS 101.
PPE are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The initial cost of
PPE comprise its purchase price, including import duties, net of modvat/cenvat, less accumulated depreciation and
include any directly attributable costs of bringing an asset to working condition and location for its intended use, including
borrowing costs relating to the qualified asset over the period up to the date the assets are put to use is included in cost of
relevant assets. Exchange rate variations relating to long term monetary items is charged to profit & loss if foreign currency
loan is taken after March 31, 2016.
All other expenditure related to existing assets including day-to-day repair and maintenance expenditure and cost of
replacing parts, are charged to the statement of profit and loss in the period during which such expenditure is incurred.
The carrying amount of a property, plant and equipment is de-recognized when no future economic benefits are expected
from its use or on disposal.
Machine spares that can be used only in connection with an item of fixed asset and their use is expected for more than one
year are capitalized.
Depreciation on property plant and equipment is provided on straight line method based on estimated useful life of assets
as prescribed in schedule II to the Companies Act, 2013. Estimated useful lives of the assets are as follow:-
Class of Assets Rate of Depreciation

Buildings 30 Years
Plant & Machinery 15 Years
Office Equipment 5 Years
Furniture & Fixtures 10 Years
Vehicles 8 Years
The property, plant and equipment acquired under finance leases, if any, is depreciated over the asset’s useful life or over
the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the Company will obtain
ownership at the end of the lease term.
87
Depreciation on the assets purchased during the year is provided on pro-rata basis from the date of purchase of the assets.
Gains and losses on de-recognition/disposals are determined as the difference between the net disposal proceeds and the
carrying amount of those assets. Gains and Losses if any, are recognized in the statement of profit or loss on de-recognition
or disposal as the case may be.
Capital Work-in-Progress
Projects under commissioning and other Capital Work-in-Progress are carried at cost, comprising direct cost, related
incidental expenses and attributable interest.
2.4 Intangible Assets
The company has elected to use a previous GAAP cost (cost less accumulated depreciation and impairment losses (if any))
of an intangible assets at, or before, the date of transition to IND AS as deemed cost at the date of transition in accordance
with accounting policy option in IND AS 101.
Intangible assets acquired separately are measured on initial recognition at cost less accumulated amortization and
accumulated impairment losses, if any.
The cost of an intangible asset includes purchase cost (net of rebates and discounts), including any import duties and non-
refundable taxes and any directly attributable costs on making the asset ready for its intended use.
The Cost of Intangible assets are amortized on a straight line basis over their estimated useful life which is as follows:
Logo of Brand “LLOYD”
Cost of logo is amortized over its useful life of 6 years.
Product Development Expenses
Cost of Product Development expenses will be amortized over its useful life of 5 Years.
The amortization period and method are reviewed at least at each financial year end. If the expected useful life of the asset
is significantly different from previous estimates, the amortization period is changed accordingly.
An intangible asset is derecognized on disposal or when no future economic benefits are expected from use. Gains and
losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds
and the carrying amount of the asset are recognized in the statement of profit and loss when the asset is derecognized or
on disposal.
2.5 Inventories
Raw materials and consumables are valued at cost and includes purchase price, freight costs, customs duty (wherever paid)
and are net of credit availed under CENVAT scheme. The cost is determined using the Weighted Average Method.
Stock in process is valued at own production costs after providing for obsolescence, if any. The own production costs
includes direct and indirect materials, direct and indirect labour and other manufacturing overheads incurred in bringing
them to their respective present location and condition.
Finished goods are valued at lower of own production costs on the basis of Weighted average method or net realizable
value, after providing for obsolescence, if any. The own production costs includes direct and indirect materials, direct and
indirect labour and other manufacturing overheads incurred in bringing them to their respective present location and
condition.
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.
2.6 Impairment of tangible assets and intangible assets
At the end of each reporting period, the company reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication based on internal/ external factors that those assets have suffered an impairment

loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise
they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can
be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least
annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized
immediately in profit or loss.
The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of
recoverable amount
2.7 Foreign Exchange Transactions
These financial statements are presented in Indian rupees (INR), which is the Company’s functional currency Transactions
in foreign currency are recorded on initial recognition at the spot rate prevailing at the time of the transaction.
At the end of each reporting period
Monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing
at the date when the fair value was determined.
Non-monetary items that are measured terms of historical cost in a foreign currency are not retranslated
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different
from those at which they were translated on initial recognition during the period or in previous financial statements are
recognized in profit or loss in the period in which they arise.
Exchange differences on monetary items are recognized in profit or loss in the period in which they arise except for:
Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which
are included in the cost of those assets when they are regarded as adjustment to interest costs on those foreign currency
borrowings
The exchange differences arising on reporting of long term foreign currency monetary items at rates different from those
at which they were initially recorded in so far as they relate to the acquisition of depreciable capital assets are shown by
addition to/deduction from the cost of the assets as per exemption provided under IND AS 21 read along with IND AS 101
appendix ‘D’ clause-D13AA.
Exchange differences on monetary items receivable from or payable to a foreign operation which settlement is neither
planned nor likely to occur (therefore forming part of the investment in the foreign operation), which are recognized initially
in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.
Forward Exchange Contracts not intended for trading or speculation purposes
The premium or discount arising at the inception of forward exchange contract is amortized and recognized as an expense/
income over the life of the contract. Exchange differences on such contracts, except the contracts which are long-term
foreign currency monetary items, are recognized in the statement of profit and loss in the period in which the exchange
89
rates change. Any profit or loss arising on cancellation or renewal of such forward exchange contract is also recognized as
income or as expense for the year.
2.8 Borrowing Cost
Borrowing costs specifically relating to the acquisition or construction of a qualifying asset that necessarily takes a substantial
period of time to get ready for its intended use are capitalized as part of the cost of the asset. All other borrowing costs are
charged to profit & loss account in the period in which it is incurred except loan processing fees which is recognized as per
Effective Interest Rate method. Borrowing costs consist of interest and other costs that company incurs in connection with
the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the
borrowing costs.
2.9 Employee Benefits
Contribution to Provident fund/Pension fund: Retirement benefits in the form of Provident Fund / Pension Schemes
are defined contribution schemes and the contributions are charged to the Profit & Loss Account in the year when the
contributions to the respective funds become due. The Company has no obligation other than contribution payable to these
funds.
Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation made at the end
of each financial year. However, The Company is in process of having arrangement with Insurance co. to administer its
Superannuation & Gratuity Fund.
Defined benefit plans: Defined benefit costs are categorized as follows:
• service cost (including current service cost, past service cost, as well as gains and losses on curtailments and
settlements)
• net interest expense or income; and
• measurement
The company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits
expense’. Curtailment gains and losses are accounted for as past service costs.
Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the
return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognized
in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive
income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognized
in profit or loss in the period of a plan amendment.
Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or
asset.
For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit
method, with actuarial valuations being carried out at the end of each annual reporting period.
The retirement benefit obligation recognized in the balance sheet represents the actual deficit or surplus in the Company’s
defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits
available in the form of refunds from the plans or reductions in future contributions to the plans.
Liability for a termination benefit is recognized at the earlier of when the Company can no longer withdraw the offer of the
termination benefit and when the Company recognizes any related restructuring costs.
Short-term and other long-term employee benefits: A liability is recognized for benefits accruing to employees in respect
of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount
of the benefits expected to be paid in exchange for that service. These benefits include bonus/incentives and compensated
absences which are expected to occur within twelve months after the end of the period in which the employee renders the
related service.

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits
expected to be paid in exchange for the related service.
Liabilities recognized in respect of other long-term employee benefits are measured at the present value of the estimated
future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting
date.
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit.
The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of
the unused entitlement that has accumulated at the reporting date
The cost of the defined benefit gratuity plan and their present value are determined using actuarial valuations. An actuarial
valuation involves making various assumptions that may differ from actual developments in the future. These include the
determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the
valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.
The most sensitive is discount rate. The management has considers the interest rates of government bonds. Future salary
increases and gratuity increases are based on expected future inflation rates.
2.10 Tax Expenses
Income Tax expense comprises of current tax and deferred tax charge or credit. Provision for current tax is made with
reference to taxable income computed for the financial year for which the financial statements are prepared by applying
the tax rates as applicable.
Current Tax: Current Income tax relating to items recognized outside the profit and loss is recognized outside the profit and
loss (either in other comprehensive income or in equity)
Deferred Tax: Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose at reporting date.
Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively
enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and
liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date.
A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against
which the deductible temporary differences and tax losses can be utilized.
The carrying amount of deferred tax assets is reviewed as at each balance sheet date and reduced to the extent that it
is no longer probable that sufficient taxable profit will not be available against which deferred tax asset to be utilized.
Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets are recognized for the unused tax credit to the extent that it is probable that taxable profits will be
available against which the losses will be utilized. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits.
2.11 Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all
the risks and rewards incidental to ownership to the Company is classified as a finance lease. When acquired, such assets
are capitalized at fair value of the leased property or present value of minimum lease payments, at the inception of lease,
whichever is lower.
Other leases are Operating leases. Operating lease payments are recognized as an expense in the statement of profit and
loss on a straight line basis over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease
are added to the carrying amount of the leased asset and amortized over the lease term on the straight line basis.
91
As a Lessor: Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset
are classified as operating leases. Assets subject to operating leases are included in PPE. Rental income from operating lease
is recognized on a straight-line basis over the term of the relevant lease. Where the rentals are structured solely to increase
in line with expected general inflation to compensate for the company’s expected inflationary cost increases, such increases
are recognized in the year in which such benefits accrue.
Costs, including depreciation, are recognized as an expense in the statement of profit and loss. Initial direct costs such as
legal costs, brokerage costs, etc. are recognized immediately in the statement of profit and loss.
As a lessee: Leases in which significant portions of risks and reward of ownership are not transferred to the company as
lessee are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss
account on a straight-line basis over the lease term. Where the rentals are structured solely to increase in line with expected
general inflation to compensate for the lessor’s expected inflationary cost increases, such increases are recognized in the
year in which such benefits accrue. Contingent rentals arising under operating leases are recognized as an expense in the
period in which they are incurred.
Leases where the lessor effectively transfers substantially all the risks and benefits of ownership of the asset are classified as
finance leases and are capitalized at the inception of the lease term at the lower of the fair value of the leased property and
present value of minimum lease payments. Lease payments are apportioned between the finance charges and reduction of
the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
recognized as finance costs in the statement of profit and loss. Lease management fees, legal charges and other initial direct
costs of lease are capitalized.
For arrangements entered into prior to 1 April 2015, the Company has determined whether the arrangement contain lease
on the basis of facts and circumstances existing on the date of transition in accordance with IND AS 101 “First time adoption
of Indian Accounting Standards”.
2.12 Fair Value Measurement
The Company measures certain financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
ii) In the principal market for the asset or liability, or
iii) In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets & liabilities on the basis of the
nature, characteristics and the risks of the asset or liability and the level of the fair value hierarchy as explained above.
2.13 Financial Instrument
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity. Financial asset is any assets that is
 Cash;
 an equity instrument of another entity;
 a contractual right:
(i) to receive cash or another financial asset from another entity; or
(ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially
favorable to the entity; or
 a contract that will or may be settled in the entity’s own equity instruments and is:
(i) a non-derivative for which the entity is or may be obliged to receive a variable number of the entity’s own equity
instruments; or
(ii) a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial
asset for a fixed number of the entity’s own equity instruments.
Financial assets includes non-current investments, loan to employees, security deposits, trade receivables and other eligible
current and non-current assets
Financial Liability is any liabilities that is
 a contractual obligation :
(i) to deliver cash or another financial asset to another entity; or
unfavorable to the entity; or
(i) a non-derivative for which the entity is or may be obliged to deliver a variable number of the entity’s own equity
instruments; or
asset for a fixed number of the entity’s own equity instruments. For this purpose, rights, options or warrants
to acquire a fixed number of the entity’s own equity instruments for a fixed amount of any currency are equity
instruments if the entity offers the rights, options or warrants pro rata to all of its existing owners of the same
class of its own non-derivative equity instruments.
Financial liabilities includes Loans, trade payable and eligible current and non-current liabilities.
93
i) Transitional Provisions in opening balance sheet per IND AS 101
The Company designates a previously recognized financial asset/financial liability as a financial asset/ financial liability
measured at fair value on the basis of the facts and circumstances that exist at the date of transition to IND AS.
The Company designates an investment in an equity instrument other than investment in subsidiary, associates and
Joint venture as at fair value through other comprehensive income on the basis of the facts and circumstances that
exist at the date of transition to IND AS.
The Company has assessed whether a financial asset meets the conditions w.r.t classification criteria on the basis of
the facts and circumstances that exist at the date of transition to Ind Ass, practically feasible.
ii) Classification:
The Company classifies financial assets as subsequently measured at amortized cost, fair value through other
comprehensive income or fair value through profit or loss on the basis of both:
• the entity’s business model for managing the financial assets and
• the contractual cash flow characteristics of the financial asset.
A financial asset is measured at amortized cost if both of the following conditions are met, the financial asset is held
within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are
met:
• the financial asset is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets and
A financial asset is measured at fair value through profit or loss unless it is measured at amortized cost or at fair value
through other comprehensive income.
All financial liabilities are subsequently measured at amortized cost using the effective interest method or fair value
through profit or loss.
iii) Initial recognition and measurement

The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions
of the instrument. All financial assets and liabilities are recognized at fair value at initial recognition, plus or minus,
any transaction cost that are directly attributable to the acquisition or issue of financial assets and financial liabilities
that are not at fair value through profit or loss.
iv) Financial assets subsequent measurement

Financial assets as subsequent measured at amortized cost, fair value through other comprehensive income (FVOCI)
or fair value through profit or loss (FVTPL) as the case may be.
Financial liabilities as subsequent measured at amortized cost or fair value through profit or loss
v) Effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and allocating
interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future
cash receipts (including all fees and points paid or received that form integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where
appropriate, a shorter period, to the net carrying amount on initial recognition.

Income is recognized on an effective interest basis for debt instruments other than those financial a classified as at
FVTPL. Interest income is recognized in profit or loss and is included in the “Other income” line item.
vi) Trade Receivables
Trade receivables are the contractual right to receive cash or other financial assets and recognized initially at fair
value. Subsequently measured at amortized cost (Initial fair value less expected credit loss). Expected credit loss is the
difference between all contractual cash flows that are due to the company and all that the company expects to receive
(i.e. all cash shortfall), discounted at the effective interest rate.
vii) Equity investments
All equity investments in scope of IND AS 109 are measured at fair value other than investment in subsidiary, Associates
and Joint venture. For all other equity instruments, the company may make an irrevocable election to present in other
comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument
by- instrument basis
viii) Cash and cash Equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value.
ix) Impairment of Financial Assets
The company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are
not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is
measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an
amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition
in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required
to adjust the loss allowance at the reporting date to the amount that is required to be recognized is recognized as an
impairment gain or loss in profit or loss.
x) Financial liabilities
Financial liabilities are recognized initially at fair value less any directly attributable transaction costs. These are
subsequently carried at amortized cost using the effective interest method or fair value through profit or loss. For
trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate
fair value due to the short maturity of these instruments
xi) Trade payables
Trade payables represent liabilities for goods and services provided to the Company prior to the end of financial year
and which are unpaid. Trade payables are presented as current liabilities unless payment is not due within 12 months
after the reporting period or not paid/payable within operating cycle. They are recognized initially at their fair value
and subsequently measured at amortized cost using the effective interest method.
xii) Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid
on the establishment of loan facilities are recognized as transaction costs of the loan.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a
long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes
payable on demand on the reporting date, the company does not classify the liability as current, if the lender agreed,
after the reporting period and before the approval of the financial statements for issue, not to demand payment as a
consequence of the breach.
95
xiii) Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of company after deducting all of
its liabilities. Equity instruments are recognized at the proceeds received, net of direct issue costs.
xiv) De-recognition of financial instrument
The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for de-recognition under IND AS 109. A financial
liability (or a part of a financial liability) is derecognized from the company’s balance sheet when the obligation
specified in the contract is discharged or cancelled or expires.
xv) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to
realize the assets and settle the liabilities simultaneously
xvi) Derivative Financial Instruments
Derivatives are initially recognized at fair value at the date the derivative contracts are entered and are subsequently
re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or
loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing
of the recognition in profit or loss.
2.14 Provision and Contingent Liability
i. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a
present obligation that is not recognized because it is not probable that an outflow of resources will be required to
settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot
be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but
discloses its existence in the financial statements.
ii. Contingent liabilities, if material, are disclosed by way of notes unless the possibility of an outflow of resources
embodying the economic benefit is remote and contingent assets, if any, is disclosed in the notes to financial
statements.
iii. A provision is recognized, when company has a present obligation (legal or constructive) as a result of past events and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in
respect of which a reliable estimate can be made for the amount of obligation. The expense relating to the provision
is presented in the profit and loss net of any reimbursement.
2.15 Earnings Per Share
Basic Earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares
outstanding during the period. For the purpose of calculating Diluted earnings per share, the net profit for the period
attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted
for the effects of all dilutive potential equity shares.
2.16 Revenue
Revenue is measured at the fair value of the consideration received or receivable, taking into account the contractually
defined terms of payment net of returns and allowances, trade discounts and volume rebates, excluding taxes or duties
collected on behalf of the government. Excise duty is the liability of manufacturer which forms the part of cost of production,
irrespective of whether the goods are sold or not. Since the recovery of excise duty flows to the company on its own
account, revenue includes excise duty. However, sales tax/ value added tax (VAT) is not received by the Company on its
own account; rather it is tax collected on the value added to the commodity by the seller on behalf of the government, and
hence it is excluded from revenue.

Revenue is recognized only when the significant risk and reward of the ownership is transferred to the buyer usually on
delivery of the goods. Revenue is recognized to the extent that it is probable that the economic benefit will flow to the
company, revenue can be reliably measured and the costs incurred or to be incurred in respect of the transaction can be
measured reliably.
Further, sales include revision in prices received from customers with retrospective effect. Similarly, price revision for material
purchased has also been included in purchases. Further adjustments, if any, are made in the year of final settlement.
Interest Income is recognized using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated
future cash flows over the expected life of financial instrument, to the gross carrying amount of the financial assets or to
the amortized cost of the financial liability.
Dividend income is recognized when the Company’s right to receive payment is established. (Provided that it is probable
that the economic benefit will flow to the company).
Export sales are accounted on the basis of date of bill of lading.
Payments made in respect of goods cleared as also provision made for goods lying in bonded warehouse.
2.17 Operating cycle
Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their
realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of
classification of its assets and liabilities as current and non-current.
2.18 Investments
Investments are either classified as current or long term investment based on Management’s intention. Current investments
(if any) are carried at the lower of cost and fair value of each investment individually. Investments in subsidiary company are
of long-term strategic value. Cost for overseas investments comprises the Indian rupee value of the consideration paid for
the investment translated at the exchange rate prevalent at the date of investment. Long term investments are carried at
cost less provisions recorded to recognize any decline, other than temporary, in the carrying value of each investment.
2.19 Segment Reporting
i. Business Segment
As per IND AS 108, 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 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.
2.20 Grants
Grants are recognized when there is reasonable assurance that the grant will be received and conditions attached to them
are complied with.
2.21 Research and development
Research costs are expensed as incurred.
97
NOTE 3: Property, Plant & Equipment

The Changes in the carrying value of property, plant and equipment for the year ended 31st March 2017 were as follows:
(` In Crores)
Particulars Leasehold Temporary Buildings Plant & Office Vehicles Furniture Total
Land Constructions Machinery Equipment & Fixtures
Gross Carrying Value as on 1st April 2016 1.44 0.12 62.85 442.49 6.50 7.32 3.07 523.80
Additions - - 0.58 29.09 0.98 0.12 0.90 31.68
Deletions - - - 0.02 - 0.22 - 0.24
Gross Carrying Value as on 31st March 2017 1.44 0.12 63.43 471.56 7.49 7.22 3.98 555.23
Accumulated Depreciation as of 1st April - 0.11 11.17 182.97 4.25 3.94 1.08 203.52
2016
Depreciation for the year - - 1.99 30.30 0.97 0.64 0.32 34.21
Adjustment - - - (0.00) - (0.22) - (0.22)
Accumulated Depreciation as of 31st - 0.11 13.15 213.27 5.22 4.36 1.40 237.51
March 2017
Net Carrying Value as on 31st March 2017 1.44 0.01 50.28 258.30 2.27 2.86 2.57 317.72
The Changes in the carrying value of property, plant and equipment for the year ended 31st March 2016 were as follows:
(` In Crores)
Particulars Leasehold Temporary Buildings Plant & Office Vehicles Furniture Total
Land Constructions Machinery Equipment & Fixtures
Gross Carrying Value as on 1st April 2015 2.33 0.12 59.20 407.94 5.06 6.51 2.59 483.76
Additions - - 3.78 35.11 1.44 1.66 0.48 42.48
Deletions 0.89 - 0.13 0.56 - 0.85 0.00 2.44
Gross Carrying Value as on 31st March 1.44 0.12 62.85 442.49 6.50 7.32 3.07 523.80
2016
Accumulated Depreciation as of 1st April - 0.11 9.32 154.89 3.47 4.23 0.78 172.80
2015
Depreciation for the year - - 1.86 28.11 0.78 0.52 0.30 31.58
Adjustment - - (0.02) (0.03) - (0.82) - (0.86)
Accumulated Depreciation as of 31st - 0.11 11.17 182.97 4.25 3.94 1.08 203.52
March 2016
Net Carrying Value as on 1st April 2015 1.44 0.01 49.88 253.06 1.60 2.28 1.81 310.07
NOTE 4: Capital work in progress (` In Crores)

Particulars As at As at As at
31.03.2017 31.03.2016 01.04.2015
Capital work in progress 10.13 6.70 7.69
Total 10.13 6.70 7.69
NOTE 5: Intangible Assets

The Changes in the carrying value of Intangible Assets for the year ended 31st March 2017 were as follows: (` In Crores)
Particulars Intangible Fixed Product Total
Assets Development
Expenses
Gross Carrying Value as on 1st April 2016 13.87 0.74 14.61
Additions - - -
Deletions - - -
Gross Carrying Value as on 31st March 2017 13.87 0.74 14.61
Accumulated Depreciation as of 1st April 2016 11.56 - 11.56

Depreciation for the year 1.62 0.15 1.76
Adjustment - - -
Accumulated Depreciation as of 31st March 2017 13.18 0.15 13.33
Net Carrying Value as on 31st March 2017 0.69 0.59 1.28

Assets Development
Expenses
Additions - - -
Deletions - - -
Accumulated Depreciation as of 1st April 2015 9.94 - 9.94

Depreciation for the year 1.62 - 1.62
Adjustment - - -
Accumulated Depreciation as of 31st March 2016 11.56 - 11.56
Net Carrying Value as on 1st April 2015 3.93 0.74 4.66
Note 6: Investments
Particulars Face As at As at As at
Value 31.03.2017 31.03.2016 01.04.2015
Investments in equity instruments
Blue Star Ltd. (31 March 2017: 392) (31 March 2016: 375) (01 April 2015: 375) 2 0.03 0.01 0.01
Castrol (India) Ltd. (31 March 2017: 20) (31 March 2016: 20) (01 April 2015: 20) 5 0.00 0.00 0.00
Chambal Fertilizers & Chem. Ltd. (31 March 2017: 1000) (31 March 2016: 1000) 10 0.01 0.01 0.01
(01 April 2015: 1000)
DB International Stock Brokers Ltd (31 March 2017: 13000) (31 March 2016: 13000) 2 0.01 0.03 0.06
(01 April 2015: 13000)
Dot Com. Global Ltd. (31 March 2017: 24200) (31 March 2016: 24200) (01 April 2015: 10 0.00 0.00 0.00
24200)
Shardul Securities Ltd. (31 March 2017: 25600) (31 March 2016: 25600) (01 April 2015: 10 0.11 0.11 0.11
25600)
ACE Edutrend Ltd. (31 March 2017: 16900) (31 March 2016: 16900) (01 April 2015: 16900) 10 0.00 0.00 0.00
Dion Global Solutions Ltd. (31 March 2017: 160) (31 March 2016: 160) (01 April 2015: 10 0.00 0.00 0.00
320)
Healthfore Technologies Ltd. (31 March 2017: 80) (31 March 2016: 80) (01 April 2015: 80) 10 0.00 0.00 0.00
Glaxosmithkline Pharmaceuticals Ltd. (31 March 2017: 125) (31 March 2016: 125) 10 0.03 0.05 0.04
(01 April 2015: 125)
HDFC Bank Ltd. (31 March 2017: 125) (31 March 2016: 125) (01 April 2015: 125) 2 0.02 0.01 0.01
Hindustan Uniliver Ltd. (31 March 2017: 1350) (31 March 2016: 1350) (01 April 2015: 1 0.12 0.12 0.12
1350)
JSW Steel Ltd. (31 March 2017: 11240) (31 March 2016: 1124) (01 April 2015: 1124) 1 0.21 0.14 0.10
Lumax Industries Ltd. (31 March 2017: 4600) (31 March 2016: 4600) (01 April 2015: 4600) 10 0.63 0.19 0.15
Panasonic Energy India Co. Ltd. (31 March 2017: 500) (31 March 2016: 500) (01 April 10 0.01 0.01 0.01
2015: 500)
Pan India Corporation Ltd. (31 March 2017: 200) (31 March 2016: 200) (01 April 2015:200) 10 0.00 0.00 0.00
Sterlite Technologies Ltd. (31 March 2017: 525) (31 March 2016: 525) (01 April 2015: 525) 2 0.01 0.00 0.00
Subros Ltd. (31 March 2017: 150) (31 March 2016: 150) (01 April 2015: 150) 2 0.00 0.00 0.00
Tata Chemicals Ltd. (31 March 2017: 50) (31 March 2016: 50) (01 April 2015: 50) 10 0.00 0.00 0.00
Tata Consultancy Services Ltd. (31 March 2017: 832) (31 March 2016: 832) (01 April 1 0.20 0.21 0.21
2015: 832)
Visesh Infotecnics Ltd. (31 March 2017: 1100) (31 March 2016: 1100) (01 April 2015: 1 0.00 0.00 0.00
1100)
Voltas Ltd. (31 March 2017: 500) (31 March 2016: 500) (01 April 2015: 500) 1 0.02 0.01 0.01
Contd....
99
(` In Crores)
Particulars Face Value As at As at As at
31.03.2017 31.03.2016 01.04.2015
GHCL Ltd. (31 March 2017: 15000) (31 March 2016: 15000) (01 April 2015: 125000) 10 0.40 0.17 0.77
Archies Ltd. (31 March 2017: 50000) (31 March 2016: 50000) (01 April 2015: 50000) 2 0.12 0.10 0.10
Investment in SBI Mutual Fund (31 March 2017: 100000) (31 March 2016: 100000) 0.13 0.09 0.10
(01 April 2015: 100000)
2.08 1.29 1.84
Fedders Credits Ltd. (Formerly Lloyd Credits Ltd.) 10 0.30 0.30 0.30
Fedders Aircool Pvt. Ltd. (Formerly Lloyd Aircon Pvt. Ltd.) 10 0.00 0.00 0.00
Carrier Airconditioning & Refrigeration Ltd. (31 March 2017: 400) (31 March 2016: 10 0.00 0.00 0.00
400) (01 April 2015: 400)
0.30 0.30 0.30
Investment in equity instruments
In Subsidiaries
Lloyd Coils Europe s.r.o 45.01 45.01 45.01
Janka Engineering s.r.o 38.66 38.66 38.66
Noske-Kaeser Rail & Vehicle Germany GmbH 3.75 3.43 0.70
Noske-Kaeser Rail & Vehicles New Zealand Ltd. 18.64 17.03 3.49
Noske-Kaeser US Rail & Vehicles LLC - 0.01 -
106.07 104.13 87.86
Total 108.45 105.72 90.00
Note 7: LOANS
31.03.2017 31.03.2016 01.04.2015
Unsecured, considered good
Security Deposits 2.80 3.24 2.76
Loans to Subsidiary Companies 4.10 4.36 -
Total 6.90 7.59 2.76
Note 8: Other Financial Assets

Other Bank Balance 0.21 0.23 0.33
Total 0.21 0.23 0.33
Note 9: Other Non-current Assets

Prepaid expenses - 0.01 0.02
Total - 0.01 0.02
Note 10: Inventories

Raw materials 360.99 344.95 202.70
Stock in Progress 22.38 20.96 20.98
Finished Goods 514.57 453.83 448.91
Stock in Transit (At Cost) 94.07 57.16 46.72
Total 992.00 876.91 719.31
Note 11: Trade Receivables

Trade Receivables -Considered Good 695.31 598.59 458.13
Less : Allowance for Expected Credit Loss on Trade Receivable 1.71 1.44 1.15
Total 693.60 597.14 456.98

Note 12: Cash Bank Balances (` In Crores)

31.03.2017 31.03.2016 01.04.2015
Cash and cash equivalents
Balance with Banks-Current accounts 89.41 64.99 56.03
Cash in hand 0.24 0.38 0.23
Total 89.64 65.37 56.26
Note 13: Bank Balances

Unclaimed dividend accounts 0.22 0.27 0.25
Fixed Deposits 0.13 0.13 0.13
Receipt pledged with Bank for margin money (Including Interest) 1.15 0.78 0.78
Total 1.50 1.18 1.16
Note 14: LOANS

Total 1.54 1.54 0.85

Interest accrued on Fixed Deposit with Banks 0.03 0.02 0.04
Loans to Subsidiary Companies 6.02 6.60 -
Total 6.04 6.62 0.04
Note 16: Other Current Assets

Advance to Vendor (Group Companies) 46.88 23.59 16.92
Prepaid expenses 24.29 16.39 15.23
Advances for Capital Goods 5.89 5.04 -
Balance with Statutory/ Govt. Authorities 24.02 18.31 14.89
Insurance claim receivable - - 46.54
Non current assets held for sale - - 0.89
Advance recoverable in cash & kind or for value to be recovered 10.17 10.81 3.38
Advances to employees 0.04 0.93 0.55
Total 111.28 75.07 98.41
Note 17: EQUITY SHARE CAPITAL

1. Authorized Capital
7,00,00,000 Equity Share of Rs.10 each 70.00 70.00 70.00
(Previous year 7,00,00,000 Equity Share of Rs.10 each)
Total Authorized Share Capital 70.00 70.00 70.00
2. Issued & Subscribed Capital
4,03,45,160 Equity Shares of Rs.10 each 40.35 36.22 35.33
(Previous Year 3,62,18,160 equity shares of Rs.10 each)
3. Paid up Capital
4,03,32,260 Equity Shares of Rs.10 each fully paid up 40.33 36.21 35.32
Add:- Equity Shares forfeited 0.01 0.01 0.01
(amount originally paid up)
Total 40.34 36.21 35.33
Contd....
101
NOTES:-
1. Out of the above Equity Shares
a) Includes 40,00,000 Equity Shares alloted in the year 2006-07 upon 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 Equity Shares of Rs.10 each were alloted during the financial year 2013-14 in favour of shareholders of
Perfect Radiators & Oil Coolers Pvt. Ltd. (PROC) on account of merger of PROC with the Company retrospectively since
01.04.2011.
e) Includes 8,85,000 equity shares alloted to Promoter Group Entities on January 29, 2016, upon conversion of equivalent
number of warrants issued on preferential basis.
f) Includes 17,00,000 equity shares alloted to Promoter Group Entities on September 03, 2016 and 24,27,000 equity shares
on September 08, 2016, upon conversion of equivalent number of warrants issued on preferential basis.
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
(` In Crores)
Particulars 31 March, 2017 31 March, 2016 1 April, 2015
No. of Amount No. of Amount No. of Amount
Shares Shares Shares
Equity Shares
Shares outstanding at the beginning of the year 36,205,260 36.21 35,320,260 35.32 35,320,260 35.32
Shares Issued during the year 4,127,000 4.13 885,000 0.89 - -
Shares outstanding at the End of the year 40,332,260 40.33 36,205,260 36.21 35,320,260 35.32
(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to
one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors
is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the
shareholders.
(c) Details of shareholders holding more than 5% shares in the Company

(` In Crores)
Particulars 31 March, 2017 31 March, 2016 1 April , 2015

No. of % of No. of % of No. of % of
Shares holding Shares holding Shares holding
Equity Shares of Rs. 10 each fully paid-up
PSL Engineering Pvt. Ltd. 3,713,520 9.21 3,713,520 10.26 3,713,520 10.51
Fedders Sales Pvt. Ltd. (Formerly Lloyd Sales Pvt. Ltd.) 3,315,005 8.22 3,315,005 9.16 3,315,005 9.39
Airserco Pvt. Ltd. 3,304,133 8.20 3,304,133 9.13 3,304,133 9.35
Fedders Manufacturing Pvt. Ltd. (Formerly Lloyd 2,253,416 5.59 1,653,416 4.57 1,653,416 4.68
Manufacturing Pvt. Ltd.)
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) Share Warrants (Pending Allotments) (` In Crores)

31.03.2017 31.03.2016 01.04.2015
25% Upfront Payment - 19.44 22.80
Total - 19.44 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 year 2014-15, the Company has issued to its Promoter Group Entities 60 Lac 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.
During the previous year, allottees of 8.85 Lac warrants have exercised their right to convert the warrants into equity shares by paying
balance 75% of the consideration aggregating Rs.10.09 Crores and consequently 8.85 Lac equity shares were issued to them.
During the financial year, the Company has issued and alloted 17 Lac equity shares of Rs.10 each at a premium of Rs.142 each on
September 03, 2016 and 24.27 Lac equity shares of Rs.10 each at a premium of Rs.142 each on September 08, 2016 to promoter group
entities on preferential basis upon conversion of equivalent number of warrants.
Further, the promoter group entities have shown their inability to exercise their right to convert the balance 9.88 lacs warrants which
are required to be converted into equity shares on or before September 12, 2016 as conversion of such number of warrants would
have increased their shareholding beyond the permissible creeping limit of 5% in a financial year as stipulated in Regulation 3(2) of the
SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. Accordingly, 9.88 lacs warrants stand cancelled and the upfront
subscription money aggregating to Rs.3.75 Crores received on said warrants at the time of their subscription was forfeited. Consequent
upon the above allotments and forfeiture of warrants, there were no pending warrants due for conversion as on March 31, 2017.
Note 18: Other Equity (` In Crores)

31.03.2017 31.03.2016 01.04.2015
1. Equity Component-Share Warrant - 19.44 22.80
2. Capital Reserve 15.00 11.25 11.25
3. Revaluation Reserve net of tax 0.23 0.23 0.23
4. Securities Premium Account 270.24 211.64 199.07
5. General Reserve 247.72 217.72 202.72
6. Retained Earnings 346.87 297.39 273.59
7. Other Comprehensive Income 0.95 0.60 (0.53)
Total 881.01 758.27 709.13
(` In Crores)
Particulars As at As at
31.03.2017 31.03.2016
1. Equity Component-Share Warrant - 19.44
2. Capital Reserve 11.25 11.25
Add: Share warrant forfeited 3.75 -
15.00 11.25
3. Revaluation Reserve net of tax 0.23 0.23
(Land Revalued as on 31st March 1993)
4. Securities Premium Account 211.64 199.07
Addition Premium Amount from conversion of warrants 58.60 12.57
270.24 211.64
5. General Reserve
Opening Balance 217.72 202.72
Add: Transfer from Profit & Loss Account 30.00 15.00
247.72 217.72
Contd....
103
(` In Crores)
31.03.2017 31.03.2016
6. Retained Earnings
Mat Credit Adjustment for Previous Year - (11.09)
Sale of Investment through OCI - (0.42)
Dividend Paid (including tax on dividend) (5.66) (5.51)
Transfer to General Reserve (30.00) (15.00)
346.87 297.39
Other Comprehensive Income:
7. Remeasurement of Retirement Benefit (0.44) -
8. Fair Value of Investment
Opening Balance 0.60 (0.53)
Addition during the year 0.79 0.71
Transfer retained earning on sale - 0.42
0.95 0.60
Total 881.01 758.27
Note 19: Borrowings

31.03.2017 31.03.2016 01.04.2015
Secured
Term Loans(Indian Currency)
From banks 50.95 77.26 89.46
Total 50.95 77.26 89.46
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. The Company has taken disbursement of Rs.31.50 Crores.
2. 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.
3. Indian rupees loan for Rs.20.00 Crores from SBBJ carries interest @ 12% p.a. The Loan is repayable in 16 Quarterly installment of
Rs.1.25 Crores each after monotorium of 9 Months from the date of Loan i.e. 01.09.2015.
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
Note 20: Long term Provisions

Gratuity 7.09 2.81 3.08
Total 7.09 2.81 3.08
Note 21: Deferred tax liabilities (Net)

Deferred tax liabilities on account of
Due to depreciation 1.26 3.11 3.34
1.26 3.11 3.34
Deferred tax assets on account of
Provisions for employee benefits 0.61 (0.13) (0.21)
0.61 (0.13) (0.21)
Total 0.65 3.25 3.55

Note 22: Borrowings (` In Crores)

31.03.2017 31.03.2016 01.04.2015
Secured
Working Capital from Banks 1,025.08 898.31 703.11
Total 1,025.08 898.31 703.11
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. This includes working capital
loan in the form of Cash Credit Limit, Working Capital Demand Loan, Bill Discounted and Buyer’s Credit etc.
Note 23: Trade payables

Others 133.02 113.15 104.56
Total 133.02 113.15 104.56
Note 24: Other Financial liabilities

Current maturities of long-term debt;
Foreign Currency Loans - - 4.07
Term Loans 28.28 38.75 28.75
Loan from Subsidiary Companies - 21.97 21.10
Loan Against Vehicles 1.15 1.69 1.24
Interest accrued but not due on Borrowings 0.45 0.61 1.58
Unpaid Dividend 0.31 0.27 0.25
Other Expenses Payables 27.25 25.87 4.54
Derivative Liabilities 1.55 0.28 -
Total 58.99 89.44 61.53
Note 25: Other current liabilities

Due to Statutory Bodies 50.26 39.34 24.74
Other Liability 66.68 37.80 19.48
Total 116.94 77.13 44.22
Note 26: Short term Provisions

Leave Encashment 1.18 1.02 1.46
Provision for warranty 5.18 5.08 -
Total 6.36 6.10 1.46
Note 27: Revenue from Operation

Particulars For the year ended For the year ended
31 March 2017 31 March 2016
Sale of Products
Gross Sale/Income from Operations 3,013.82 2,433.57
Less: Schemes & Discounts - 46.88
3,013.82 2,386.69
Other Operating Revenues
Other Operating Revenues 8.61 0.94
Total 3,022.43 2,387.63
105
Note 28: Other Income (` In Crores)

31 March 2017 31 March 2016
Interest Income from Subsidiary 0.81 0.18
Dividend Received 0.02 0.05
Interest Income 0.51 0.05
Interest Income on Financial Assets at amortisation cost 0.15 0.10
Gain on Sale on Fixed Assets 0.07 -
Miscellaneous Income 0.42 0.67
Total 1.98 1.05
Note 29: Cost of material Consumed

Raw Material
Opening stock 344.95 202.70
Purchases 2,174.28 1,788.26
Carriage Inwards 40.53 54.21
2,559.76 2,045.17
Less: Closing stock 360.99 344.95
Total 2,198.77 1,700.22
Note 30: Purchase of Stock in Trade

Other consumer goods 270.13 142.74
Total 270.13 142.74
Note 31: Change in Inventory

Opening stock
Work-in-progress 20.96 20.98
Finished goods 453.83 448.91
474.80 469.89
Closing stock
536.94 474.80
Total (62.14) (4.91)
Note 32: Employee Benefit Expense

Salaries and wages 89.47 66.18
Contribution to Provident and other funds 4.00 3.46
Staff Welfare 3.21 2.51
Total 96.69 72.15
Note 33: Finance Cost

Interest
Bank Loan 98.99 85.66
Loan to Subsidiary Companies 0.17 0.87
Bank Charges 19.73 18.77
Total 118.89 105.30

Note 34: Depreciation and Amortization expense (` In Crores)

31 March 2017 31 March 2016
Depreciation on Tangible Assets 34.21 31.58
Amortization of Intangible Assets 1.76 1.62
Total 35.98 33.20
Note 35: Other expenses

Power & Fuel 7.07 6.98
Repairs & Maintenance
- Machinery 4.09 3.98
- Building & Office 0.29 0.39
Insurance 2.08 2.01
Rates & Taxes 11.32 10.39
Travelling & Conveyance 9.54 7.37
Service Contract Charges/ Installations/ Warranty 17.87 11.36
Motor Car Expenses 0.40 0.40
Telephone Expenses 4.89 3.71
Factory Overheads 8.01 9.15
Auditor's Remuneration (including Cost audit fee) 0.23 0.25
Foreign Exchange Fluctuations 4.32 25.87
Donation 1.36 0.34
Octroi & Carriage Outwards 21.38 14.57
Business Promotion 11.71 7.05
Advertising and sales promotion 86.10 51.52
Printing & Stationery 0.71 0.68
Legal & Professional 8.00 4.65
Loss On Sale of Fixed Assets - 0.10
Life time credit risk on Trade Receivables 0.27 0.30
Fair value loss on Financial Assets 0.04 0.12
Miscellaneous Expenses 2.31 1.55
Total 202.00 162.73
107
Notes to ACCOUNTS
36. Contingent liability not provided for (` In Crores)
31.03.2017 31.03.2016 01.04.2015
A. Claims against the company / disputed liabilities not acknowledged as debts*
a. HP State Electricity Board 0.11 0.11 0.11
b. Central Excise & Customs Matters* 3.31 3.53 0.22
c. Sale Tax Matters Nil Nil 0.84
d. Income Tax Matters (Pending Rectifications) 2.95 3.50 Nil
B. Guarantees
i) Bank Guarantees 24.56 8.59 5.95
ii) Stand by Line of Credit of Euro 3.785 million from IndusInd Bank Limited NIL NIL 19.51
given by the Company for Euro 4.00 million Term Loan facilities availed by
Lloyd Coils Europe s.r.o. a wholly owned subsidiary from SBI Paris (Euro
2.89 million as at March 31, 2015.)
iii) Stand by Line of Credit of Euro 1.25 Million from Standard Chartered Bank NIL NIL 8.44
given by the company for Euro 1 million working capital facilities availed
by Janka Engineering s.r.o. a wholly owned subsidiary from Komercni Bank
Czech Republic. (Euro 1.25 million as at March 31, 2015.)
iv) Corporate Guarantee of Euro 3 Million issued by the Company in favour of NIL 20.25 20.25
GE Money Bank, a.s. for credit facility availed by Lloyd Coils Europe s.r.o.
v) Unconditional and irrevocable Corporate Guarantee of AUD 6 Million 29.72 NIL NIL
in favour M/s Bombardier Transportation (v/Line) Australia Pty Ltd.
(“Bombardier”). This guarantee is issued as a security for the performance
of the agreement executed by Noske Kaeser Rail & Vehicles New Zealand
Limited (WOS) with the Bombardier for the manufacture and supply of
equipments by the WOS.
vi) Unconditional and irrevocable Performance Guarantee of NZD 3.8 million 17.25 NIL NIL
in favour of M/s Downer EDI Rail Pty Limited (“Downer). This guarantee
is issued as a security for the performance of the agreement executed by
Noske Kaeser Rail & Vehicles New Zealand Limited (WOS) with the Downer
for the supply of air conditioner equipment and services by the WOS.
*During the previous financial year the Company has received total demand of Rs.46.23 Cr. under show cause notices from custom department. The
Company has made suitable reply of the same. Since there is no confirm demand, hence no provision is required.
37.
Contracts remaining to be executed NIL NIL NIL
On capital account and not provided for
38. Micro and Small Scale Business Entities

This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of information available with the Company. Accordingly,
there were no interest due on the principal amount, not there was necessity to pay interest for delayed payment in terms of
section 16 of the Micro, Small and Medium Enterprises Development Act.

39. Disclosure as per regulation 34 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
a) Loan given to Subsidiary and outstanding
(` In Crores)
Name of the Company Relationship Amount Amount Amount
Outstanding as Outstanding as Outstanding as
on 31.03.2017 on 31.03.2016 on 01.04.2015
Lloyd Coils Europe s.r.o. Czech Republic Subsidiary 6.02 7.72 Nil
Noske-Kaeser Rail & Vehicles, Germany GmbH Subsidiary 4.09 3.06 Nil
b) Loan taken from Subsidiary and payable

on 31.03.2017 on 31.03.2016 on 01.04.2015
Lloyd Coils Europe s.r.o. Subsidiary NIL 20.99 20.99
40. Related Party Disclosures: (in which some Directors are interested)
A. Names of related parties and related party relationships
i. Wholly Owned Subsidiaries:
a. Lloyd Coils Europe s.r.o. Czech Republic.
b. Janka Engineering s.r.o. Czech Republic.
c. Noske Kaeser Rail & Vehicle Germany GmbH.
d. Noske Kaeser US Rail & Vehicle LLC.
e. Noske Kaeser Rail & Vehicles New Zealand Limited (“NK NZ”).
f. Noske-Kaeser Rail & Vehicle Australia Pty Ltd (Indirect Wholly owned subsidiary through NK NZ).
g. Noske-Kaeser Empreendimentos e Participaçôes do Brasil Ltd. (Indirect Wholly owned subsidiary through NK NZ).
ii. List of Key management personnel:

a. Mr. Brij Raj Punj Chairman and Managing Director
b. Mr. Bharat Raj Punj Deputy Managing Director
c. Mr. Achin Kumar Roy Whole Time Director
d. Mr. Mukat B. Sharma Whole Time Director and Chief Financial Officer
e. Mr. Nipun Singhal Whole Time Director (Resigned w.e.f. 8th May, 2017)
iii. Enterprises owned or significantly influenced by key management personnel or their relatives:
a. Fedders Electric & Engineering Ltd. (Formerly 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. Fedders Aircool Pvt. Ltd. (Formerly Lloyd Aircon Pvt. Ltd.)
h. Fedders Credits Ltd. (Formerly Lloyd Credits Ltd.)
i. Fedders IT Technology Pvt. Ltd. (Formerly Lloyd IT Technology Pvt. Ltd.).
j. Fedders Sales Pvt. Ltd. (Formerly Lloyd Sales Pvt. Ltd.)
k. Fedders Manufacturing Pvt. Ltd. (Formerly Lloyd Manufacturing Pvt. Ltd.)
l. Fedders Infotech (India) Pvt. Ltd. (Formerly Lloyd Infotech (India) Pvt. Ltd.)
m. Fedders Stock & Investments Pvt. Ltd. (Formerly 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
t. Brij Raj Punj(HUF)
109
B. Transactions during the period with Related Parties are as under:

(` In Crores)
Name of Related Party 2016-17 2015-16
Fedders Electric & Engineering Ltd. (Formerly Fedders Lloyd Corporation Ltd.)
Sales of Goods 11.66 10.61
Purchase of Goods 57.40 39.76
Security Deposit 26.42 16.92
Fedders Infotech (India) Pvt. Ltd. (Formerly Lloyd Infotech (India) Pvt. Ltd.)
Services Received 39.64 14.01
Fedders Manufacturing Pvt. Ltd. (Formerly Lloyd Manufacturing Pvt. Ltd.)
Money received against Share Warrants 6.84 NIL
Perfect Radiators and Oil Coolers Pvt. Ltd.
Money received against Share Warrants 4.56 2.00
Rent Paid 1.09 Nil
Security Deposit 8.08 Nil
Pandit Kanahaya Lal Punj Pvt. Ltd.
Rent Paid 0.53 0.47
Himalayan Mineral Waters Pvt. Ltd.
Fedders Stock & Investment Pvt. Ltd. (Formerly Lloyd Stock & Investment Pvt. Ltd.)
Fedders Credits Ltd. (Formerly Lloyd Credits Ltd.)
Pandit Kanahaya Lal Punj Trust
Donation 1.36 0.34
Fedders Aircool Pvt. Ltd. (Formerly Lloyd Aircon Pvt. Ltd)
Security Deposits 3.95 1.75
Subsidiary Companies
Interest paid on Loan taken 0.17 0.87
Loan given during the year NIL 7.72
Interest Receivables on Loan given 0.53 0.18
Sale of Goods NIL 0.05
Exhibition Expenses NIL NIL
Others NIL NIL
Noske-Kaeser Rail & Vehicle Germany GmbH
Loan given during the year 1.04 3.06
Noske Kaeser Rail & Vehicles New Zealand Limited
Key Management Personnel
Managerial Remuneration Paid
-Mr. Brij Raj Punj 0.78 0.72
-Mr. Bharat Raj Punj 0.63 0.58
-Mr. Achin Kumar Roy 1.66 1.10
-Mr. Mukat B. Sharma 0.49 0.45
-Mr. Nipun Singhal 1.05 1.04

41. Additional Information

Basic & Diluted Earnings per Share: Earnings per share have been computed as under:
(` In Crores)
Profit after Taxation 85.49 56.53
Number of Equity Shares 40,332,260 36,205,260
Basic Earnings Per Share 21.19 15.61
(Face Value Rs.10 per share)
Diluted Earnings Per Share 21.19 13.68*
(Face Value Rs.10 per Share)
*Assuming full conversion of remaining 51,15,000 convertible warrants issued on 13.03.2015 on preferential basis as per SEBI (ICDR) Regulations, 2009
42. Remuneration to Auditors

(` In Crores)
Audit fees 0.15 0.15
Tax Audit 0.03 0.03
Service Tax (including SBC & KKC) 0.03 0.03
Total 0.21 0.21
43. Segment Information

A. Primary Segment Reporting (Business Segment)
During the year the Company had following Business segments as its primary reportable segments
a. Consumer Durables (please refer note 49)
b. OEM & Packaged Air-conditioning
c. Heat Exchangers & Components
Segment Revenues, Results and Other Information:
(` In Crores)
I. Segment Revenue
i. Consumer Durables 1,885.46 1,337.19
ii. OEM & Packaged Air-conditioning 936.01 879.78
iii. Heat Exchangers & Components 603.93 611.01
Sub:- Total (i+ii+iii) 3,425.40 2,827.98
Less:- Inter Segment Revenue 411.58 441.29
Net Sales/Income from Operations 3,013.82 2,386.69
II. Segment Results
(PROFIT (+)/LOSS(-))
i. Consumer Durables 120.94 105.65
Sub:- Total (i+ii+iii) 246.77 237.57
Less:- i. Finance Cost 118.89 105.30
ii. Other un-allocable expenditure net of un-allocable Income 8.91 7.00
iii. Exceptional Items - 45.80
Operating Profit before tax 118.97 79.47
III. Segment Assets* - -
IV. Segment Liabilities* - -
*As certain assets of the Company including manufacturing facilities are often deployed interchangeably across segments, it is impractical to allocate
these assets and liabilities segment wise.
111
B. Information pertaining to Geographical Segment:

Sale of Products
(` In Crores)
Within India 2903.22 2,296.18
Outside India 110.60 90.51
Total 3013.82 2,386.69
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.
44. Employee Benefit Expenses
Disclosure figures of the gratuity liability of the employees, in accordance with IND AS 19. The present value of obligation is
determined based on actuarial valuation using the Projected Unit Credit Method.
Present Benefit Obligation-As per Actuarial Valuation

Particulars 31.03.2017 31.03.2016
Present Value of obligation as at the beginning of the period 4.78 4.16
Interest Cost 0.38 0.33
Service Cost 1.56 1.25
Benefit Paid (0.31) -
Total Actuarial Gain/Loss on Obligation 0.67 (0.96)
Present Value of obligation as at the end of the period 7.08 4.78
Fair value of Plan Assets

Particulars 31.03.2017 31.03.2016
Fair value of plan assets at the beginning of the period -- --
Actual return on plan assets -- --
Employer contribution -- --
Benefits paid -- --
Fair value of plan assets at the end of the period -- --
The Amount recognized in the Income Statement

Particulars 31.03.2017 31.03.2016
Interest Cost 0.38 0.33
Service Cost 1.56 1.24
Expenses recognized in the Income Statement 1.94 1.57
Net Liability recognized in the Balance Sheet

Particulars 31.03.2017 31.03.2016
Present Value of obligation at the end 7.08 4.78
Fair Value of Plant Assets - -
Unfunded Liability /Provision in Balance Sheet (7.08) (4.78)
Unfunded Liability recognized in the Balance Sheet (7.08) (4.78)
Remeasurement (gain)/ loss recognized in other comprehensive income

Particulars 31.03.2017 31.03.2016
Actuarial (Gain)/Loss on arising from Change in Demographic Assumption - -
Actuarial (Gain)/Loss on arising from Change in Financial Assumption 0.55 (0.08)
Actuarial (Gain)/Loss on arising from Experience Adjustment 0.13 (0.87)
Total 0.68 (0.95)

Principal assumptions used in determining defined benefit obligation.

(` In Crores)
Particulars 31.03.2017 31.03.2016
i) Discounting Rate 7.50 8.00
ii) Future salary Increase 10.00 10.00
iii) Retirement Age (years) 60 60
iv) Mortality rates inclusive of provision for disability 100% of IALM (2006 - 08)
v) Ages Withdrawal Rate (%) Withdrawal Rate (%)
Up to 30 Years 3 3
From 31 to 44 years 2 2
Above 44 years 1 1
Sensitivity Analysis of the defined benefit obligation

a) Impact of the change in discount rate
Present Value of Obligation at the end of the period 7.09
Impact due to increase of 0.50% (0.5)
Impact due to decrease of 0.50 % 0.55
b) Impact of the change in salary increase
Present Value of Obligation at the end of the period 7.09
a) Impact due to increase of 0.50% 0.54
b) Impact due to decrease of 0.50 % (0.49)
45. Capital Management

For the purposes of Company’s capital management, Capital includes equity attributable to the equity holders of the Company
and all other equity reserves. The Company manages its capital to ensure that the company will be able to continue as going
concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital
structure of the Company consists of net debt (borrowings offset by cash and bank balances) and total equity of the company.
The Company reviews the capital structure of the Company on a semi-annual basis. As part of this review, the company considers
the cost of capital and the risks associated with each class of capital. The Company monitors capital using gearing ratio, which is
net debt divided by total capital plus net debt.
31.03.2017 31.03.2016 01.04.2015
Debt 1,105.45 1,037.98 847.72
Cash and bank balances 89.64 65.37 56.26
Net debt 1,015.81 972.61 791.46
Total equity 921.35 794.48 744.46
Equity and net debt 1,937.16 1,767.09 1,535.92
Gearing ratio (Net Debt/Capital and Net Debt) 52.44% 55.04% 51.53%
46. Financial Instruments

a) Financial instruments by category
Measured at amortized cost
a) cash and cash equivalent including bank balance 91.14 66.54 57.42
b) Loan 8.44 9.14 3.60
c) Other financial assets 6.25 6.86 0.37
d) Trade receivable 693.60 597.14 456.98
Fair value through Other Compressive Income
Investment in equity Instrument 2.38 1.59 2.14
Contd....
113
(` In Crores)
31.03.2017 31.03.2016 01.04.2015
Investment in Subsidiary at cost as per IND AS 27
Investment in Subsidiaries 106.07 104.13 87.86
Total 907.88 785.40 608.37
Financial liabilities
a) Borrowing 80.38 139.67 144.61
b) Short term borrowing 1,025.08 898.31 703.11
b) Trade payable 133.02 113.15 104.56
c) Other financial liability 28.01 26.75 6.37
Sub total 1,266.49 1,177.88 958.65
Fair value through profit and loss
Forward contracts 1.55 0.28 -
Total 1,268.04 1,178.16 958.65
b) Fair value measurement of financial assets and financial liabilities (` In Crores)

Particulars Fair value as at Fair value Valuation technique(s) and key input(s)
hierarchy
As at As at As at
31.03.2017 31.03.2016 01.04.2015
Financial Assets
Security deposit 2.80 3.24 2.76 Level 2 Discounted cash flow at a discount rate
that reflects the company's current
borrowings rate at the end of reporting
period.
Investment in 2.38 1.59 2.14 Level 1 Based on quoted market price in active
equity markets.
Borrowing 80.38 139.67 144.61 Level 2 Discounted estimated cash flow through
the expected life of the borrowings.
Forwards 1.55 0.28 - Level 1 Based on quoted price for similar assets
contracts and liabilities in active markets.
c) The fair values of current debtors, bank balances, current creditors and current borrowings are assumed to approximate their
carrying amounts due to the short-term maturities of these assets and liabilities. (` In Crores)
Particulars Carrying value
As at As at As at
31.03.2017 31.03.2016 01.04.2015
i) Financial assets - Current
Trade receivables 693.60 597.14 456.98
Cash and Bank balances 91.14 66.54 57.42
Loans 1.54 1.54 0.85
Other Financial assets 6.04 6.62 0.04
ii) Financial liabilities - Current
Trade payables 133.02 113.15 104.56
Other Financial liabilities (other than current maturity of long term 29.56 27.03 6.37
borrowings)

47. Financial risk management objectives and policies
The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The
main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include
loans, trade and other receivables and cash and cash equivalents that are derived directly from its operations.
The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company is
exposed to market risk, credit risk and liquidity risk. The company’s focus is to foresee the unpredictability of financial markets
and seek to minimize potential adverse effects on its financial performance.
The Board of Directors reviews and agrees policies for managing each of these risks which are summarized as below
a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as
equity price risk and commodity price risk.
i) Currency rate risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates
primarily to the Company’s operating activities (when revenue or expense is denominated in foreign currency). The
Company holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the
risk of changes in exchange rates on foreign currency exposures. The exchange rate between the rupee and foreign
currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently,
the results of the Company’s operations are adversely affected as the rupee appreciates/ depreciates against these
currencies
Derivative financial instruments
The Company holds derivative financial instruments such as foreign currency forward and option contracts to mitigate
the risk of changes in exchange rates on foreign currency exposures. The counter party for these contracts is generally
a bank or a financial institution. These derivative financial instruments are valued based on quoted prices for similar
assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
Nominal amount of derivative contracts entered into by the Company and outstanding as on 31st March, 2017 is
Rs.72.37 Crores (Previous year Rs.7.58 Crores. Category wise breakup is given below:
(` In Crores)
S. No. Particulars As at As at
31.03.2017 31.03.2016
1. Forward Contract 72.37 7.58
2. Currency Swap NIL NIL
3. Interest Rate Swap NIL NIL
4 Option NIL NIL
ii) Interest rate risk
Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to
the Company’s long term debt obligation at floating interest rates. The Company’s borrowings outstanding as at
March 31, 2017 comprise of fixed rate loans and accordingly, are not expose to risk of fluctuation in market interest
rate.
115
iii) Commodity price risk
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing
manufacture of industrial and domestic air conditioners and therefore require a continuous supply of copper and
Aluminium being the major input used in the manufacturing. Due to the significantly increased volatility of the price
of the Copper and aluminium, the Company has entered into various purchase contracts for these material for which
there is an active market The Company’s Board of Directors has developed and enacted a risk management strategy
regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering
into the contract for the purchase of these material based on average price of for each month.
b) Credit Risk
Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract,
leading to a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables.
Trade receivables are typically unsecured and are derived from revenue earned from customers.
Customer credit risk is managed subject to the Company’s established policy, procedures and control relating to customer
credit risk management. Credit quality of a customer is assessed based on an extensive credit rating score card and individual
credit limits are defined in accordance with this assessment.
Trade receivables may be analyzed as follows: (` In Crores)

Age of receivables As at As at As at
31.03.2017 31.03.2016 01.04.2015
0-90 days past due 512.19 364.05 331.69
90-180 days past due 174.92 227.47 121.03
More than 180 days past due 8.20 7.06 5.41
Sub Total 695.31 598.58 458.13
Less: Allowance for expected Credit Loss on Trade Receivable 1.71 1.44 1.15
Total 693.60 597.14 456.98
An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method based on
provision matrix.
Movement in the expected credit loss allowance As at As at

31.03.2017 31.03.2016
Balance at beginning of the year 1.44 1.15
Movement in expected credit loss allowance on trade receivables calculated at 0.27 (0.87)
lifetime expected credit losses
Balance at end of the year 1.71 1.44
c) Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time. The Company’s
objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company
closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of
financing through the use of short term bank deposits and cash credit facility. Processes and policies related to such risks
are overseen by senior management. Management monitors the Company’s liquidity position through rolling forecasts on
the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it
to be low.
The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with
agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the company can be required to pay.

(` In Crores)
Particulars Weighted average Within 1 year 1-5 years Total Carrying
effective interest rate (%) amount
As at March 31, 2017
Borrowings 11.29% 29.43 51.95 81.38 80.38
Short term borrowings 1,025.08 - 1,025.08 1,025.08
Trade payable 133.02 - 133.02 133.02
Other financial liabilities 29.56 - 29.56 29.56
Total 1,217.09 51.95 1,269.04 1,268.04

Borrowings 11.29% 62.41 78.99 141.40 139.67
Short term borrowings 898.31 - 898.31 898.31
Trade payable 113.15 - 113.15 113.15
Total 1,100.90 78.99 1,179.89 1,178.16

As at 1 April, 2015
Borrowings 11.29% 55.16 91.81 146.97 144.61
Trade payable 104.56 - 104.56 104.56
Total 869.20 91.81 961.01 958.66
48. During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R.
308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November
8, 2016 to December, 30 2016, the denomination wise SBNs and other notes as per the notification is given below.
(` In Crores)
Particulars SBNs ODNs Total
Closing cash on hand as on 08 Nov 2016 0.29 0.24 0.53
(+) Permitted receipts - 0.26 0.26
(-) Permitted payments - 0.26 0.26
(-) Amounts Deposited in Banks 0.29 0.00 0.29
Closing cash on hand as on 30 Dec 2016 0.00 0.24 0.24
49. Events occurring after balance sheet date
The Company has sold its Consumer Durable Business comprising of business of importing, trading, marketing, exporting,
distribution, sale of air conditioners, televisions, washing machines and other household appliances and assembling of televisions
under the brand “LLOYD” and all of the rights, title, interest and assets, licenses, continuing employees of the said business,
intellectual property including the brand, logo, trade mark “LLOYD” as a going concern on slump sale basis to Havells India Ltd. on
May 08, 2017 at an enterprise value of Rs.1,550 Crores on a debt free cash free basis.
With effect from the closing date all assets/interest/rights etc. including continuing employees of the consumer durable business
got transferred to Havells India Ltd. pursuant to the agreement entered with it.
117
The sale of the consumer durable business will not have any impact on the Company’s existing B2B air conditioning business as
the Company has not sold any of its manufacturing facility as the part of the aforesaid transaction and the Company shall continue
with its existing business of manufacturing of air conditioners as OEM suppliers for other brands, packaged air conditioning for
railways and heat exchanger business, which are its core competencies.
Pursuant to the transaction, the Company has also changed its name to ‘LEEL Electricals Ltd.’ which was duly approved by the
Central Government on May 23, 2017.
50. Dividend Paid and Proposed (` In Crores)
Particulars 31.03.17 31.03.16
Dividend declared and paid during the year:
Final Dividend paid 4.71 4.59
Corporate Dividend Tax on Final Dividend 0.96 0.92
5.67 5.51
Proposed Dividends on equity shares:
Special dividend (One time dividend) 80.66 0.00
Corporate Dividend Tax on Special dividend 16.42 0.00
Final Dividend for the year ended March 31, 2017 6.05 4.71
Corporate Dividend Tax on Proposed Dividend 1.23 0.96
104.36 5.67
51. Income Tax

a) Income Tax Expense in the Statement of Profit and Loss Comprises
Particulars 31.03.17 31.03.16
Current Income Tax Charge 36.20 17.00
Mat Credit Adjustment - 6.94
Deferred Tax
Relating to origination and reversal of temporary differences (2.37) (0.30)
Income tax Expense reported in the statement of profit & loss 33.83 23.65

Re-measurement (gains)/losses on defined benefit plan 0.23 -
Income tax related to items recognized in OCI during the year 0.23 -
Reconciliation of tax expense and the accounting profit multiplied by India's
domestic tax rate:
Accounting Profit before tax 118.97 79.47
Applicable tax rate 34.608% 34.608%
Computed tax Expense 41.17 27.50
Income not considered for tax purpose (18.90) (14.11)
Expense not allowed for tax purpose 11.56 10.25
Income tax charged to Statement of Profit and Loss 33.83 23.65
b) Deferred tax (` In Crores)

Particulars 01-Apr-15 Recognized in Recognized 31-Mar-16
Profit or loss in other
comprehensive
income
Deferred tax (liabilities)/assets in relation to:
Due to Depreciation (3.22) 0.23 - (2.99)
Allowance for doubtful debts 0.40 0.10 - 0.50
Financial assets and liabilities (0.61) 0.33 - (0.28)
Land Revaluation (0.12) - - (0.12)
Others - (0.36) - (0.36)
Total (3.55) 0.30 - (3.25)

(` In Crores)
Particulars 31-Mar-16 Recognized in Recognized 31-Mar-17
Profit or loss in other
comprehensive
income
Deferred tax (liabilities)/assets in relation to:
Due to depreciation (2.99) 1.00 - (1.99)
Gratuity & other provision - 0.63 0.23 0.85
Allowance for doubtful debts 0.50 0.09 - 0.59
Financial assets and liabilities (0.28) 0.65 - 0.37
Land Revaluation (0.12) - - (0.12)
Others (0.36) - - (0.36)
Total (3.25) 2.37 0.23 (0.65)
52. Disclosures as required by Indian Accounting Standard (Ind As 101) first time adoption of Indian Accounting Standard:
These are Company’s first financial statements prepared in accordance with IND AS. The accounting policies set out in Note
2 have been applied in preparing the financial statements for the year ended 31st March, 2017, the comparative information
presented in these financial statements for the year ended 31st March, 2016 and in the preparation of an opening Ind As balance
sheet as at 1st April, 2015 (the Company’s date of transition). In preparing its opening IND AS balance sheet, the company has
adjusted the amounts reported previously in financial statements prepared in accordance with accounting standards notified
under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (Indian GAAP). An
explanation of how the transition from previous GAAP to IND AS has affected the financial position & financial statements is set
out in following notes.
A) Reconciliations of Balance Sheet as at March 31, 2016 and April 01, 2015
(` In Crores)
Particulars Ref As at 31.03.2016 As at 01.04.2015
Previous GAAP As per Previous GAAP As per
GAAP Adjustments IND AS GAAP Adjustments IND AS
Assets
Non-Current assets
Property, Plant and Equipment j 320.28 - 320.28 310.96 (0.89) 310.07
Capital Work in Progress 6.70 - 6.70 7.69 - 7.69
Intangible Assets 3.04 - 3.04 4.66 - 4.66
Financial Assets
(i) Investments c,g 104.10 1.63 105.72 90.00 (0.01) 90.00
(ii) Loans b 8.25 (0.66) 7.59 3.39 ( 0.64) 2.76
(iii) Other Financial assets 0.23 - 0.23 0.33 - 0.33
Other Non-Current Assets b - 0.01 0.01 - 0.02 0.02
442.61 0.98 443.59 417.04 (1.52) 415.52
Current Assets
Inventories 876.91 - 876.91 719.31 - 719.31
Financial Assets
(i) Trade Receivables d 598.59 (1.44) 597.14 458.13 (1.15) 456.98
(ii) Cash and Cash equivalents 65.37 - 65.37 56.26 - 56.26
(iii) Bank balance other than (ii) above 1.18 - 1.18 1.16 - 1.16
(iv) Loans 1.54 - 1.54 0.85 - 0.85
(v) Other Financial assets 6.62 - 6.62 0.04 - 0.04
Current Tax assets (Net) - - - 6.90 - 6.90
Contd....
119
(` In Crores)
Particulars Ref As at 31.03.2016 As at 01.04.2015
Other Current Assets j,b 75.06 0.01 75.07 97.50 0.91 98.41
1,625.26 (1.43) 1,623.83 1,340.14 (0.24) 339.90
Total 2,067.88 (0.46) 2,067.42 1,757.18 (1.76) 1,755.42
Equity
Equity Share Capital 36.21 - 36.21 35.33 - 35.33
Other Equity 751.87 6.40 758.27 703.36 5.77 709.13
788.08 6.40 794.48 738.68 5.77 744.46
Non-Current Liabilities
Borrowings a 78.99 (1.73) 77.26 91.81 (2.35) 89.46
Provisions 2.81 - 2.81 3.08 - 3.08
Deferred Tax Liabilities h,i 2.99 0.26 3.25 3.22 0.33 3.55
84.79 (1.47) 83.31 98.11 (2.03) 96.09
Current Liabilities
(i) Borrowings 898.31 - 898.31 703.11 - 703.11
(ii) Trade payables 113.15 - 113.15 104.56 - 104.56
(iii) Other Financial Liabilities f 89.16 0.28 89.44 61.53 - 61.53
Other Current Liabilities 77.13 - 77.13 44.22 - 44.22
Short Term Provisions e 11.77 (5.66) 6.10 6.97 (5.51) 1.46
Current Tax Liabilities (Net) 5.49 - 5.49 - - -
1,195.01 (5.38) 1,189.63 920.39 (5.51) 914.88
Total 2,067.88 (0.46) 2,067.42 1,757.18 (1.76) 1,755.42
Note: The previous GAAP figures have been reclassified to conform to IND AS presentation requirements for the purposes
B) Reconciliation of Total Comprehensive Income for the year ended 31st March 2016
(` In Crores)
Particulars Ref Indian GAAP GAAP As per IND AS
Adjustments
Revenue from operations k,l 2,382.53 5.10 2,387.63
Other income b 0.95 0.10 1.05
Total Income 2,383.48 5.20 2,388.68
Expenses:
Cost of materials consumed 1,700.22 - 1,700.22
Purchases of stock-in-trade 142.74 - 142.74
Changes in inventories of finished goods work-in-progress and (4.91) - (4.91)
Stock-in-Trade
Excise duty on Sale k - 51.98 51.98
Employee benefits expense 72.15 - 72.15
Finance costs a 104.67 0.62 105.30
Depreciation and amortization Expense g 34.22 (1.03) 33.20
Other expenses b,c,d,f,l 208.79 (46.06) 162.73
Total expenses 2,257.89 5.51 2,263.41
Contd....

Particulars Ref Indian GAAP GAAP As per IND AS

Adjustments
Profit before exceptional items and tax 125.59 (0.31) 125.27
Exceptional items:
Insurance Claims Written Off 45.80 - 45.80
Profit before tax 79.78 (0.31) 79.47
Tax expense:
(1) Current tax 17.00 - 17.00
(2) Deferred tax i (0.23) (0.07) (0.30)
(3) MAT Credit Entitlement 6.94 - 6.94
Profit (Loss) for the period 56.06 (0.24) 55.82
Items that will not be reclassified to profit or loss
Fair value of Investment c - 0.71 0.71
Total Comprehensive Income for the period 56.06 0.47 56.53
Note: The previous GAAP figures have been reclassified to conform to IND AS presentation requirements for the purposes of this note.
C. Reconciliation of equity as at 31st March 2016 and 1st April 2015 between previous GAAP and IND AS: (` In Crores)
Particulars Ref As at As at
31.03.2016 01.04.2015
Total equity reported under Previous GAAP 788.08 738.68
Loan recognized at amortized cost using effective rate of interest a 1.73 2.35
Fair value of financial assets at amortized cost b (0.64) (0.61)
Fair value of investment through OCI c 0.60 (0.01)
Expected credit loss on trade receivables d (1.44) (1.15)
Reversal of proposed dividend and recognition in the year of declaration and payment e 5.66 5.51
MTM of forward contract f (0.28) -
Other adjustments g 1.03 -
Deferred tax liability on land revaluation h (0.12) (0.12)
Impact of deferred tax on IND AS impact i (0.13) (0.21)
Net IND AS adjustments 6.40 5.77
Total Equity under IND AS 794.48 744.46
Notes to the reconciliation of Balance Sheet as at 1st April 2015 and 31st March 2016 and the total comprehensive income for the
year ended 31st March 2016:
a) Loan recognized at amortized cost using effective rate of interest

Under the previous GAAP, transaction costs incurred in connection with borrowings are amortized upfront and charged to profit or loss
for the period. Under IND AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or
loss using the effective interest method.
b) Fair value of financial assets at amortized cost
i) Security deposits (Refundable on completion of lease term)
Under the previous GAAP, interest free security deposits (that are refundable in cash on completion of lease term) are recorded at
their transaction value. Under IND AS all financial assets are required to be recognized at fair value. Accordingly the Company has
fair valued the security deposit retrospectively. Difference between the transaction value and fair value is recognized as prepaid
rent as on the date of transition and thereafter recognized at amortized cost.
ii) Interest free retention money (Refundable on completion contract)
Under the previous GAAP, interest free retention money (that are refundable in cash on completion of lease term) are recorded at
their transaction value. Under IND AS all financial assets are required to be recognized at fair value. Accordingly the Company has
fair valued the retention money. Difference between the transaction value and fair value is recognized in retained earnings as on
the date of transition and thereafter recognized at amortized cost.
c) Fair value of investment through OCI
Under the previous GAAP, investments are recorded at their transaction value. Under IND AS all investment are required to be recognized
at fair value. Accordingly the company has fair valued the investment at each balance sheet date based on quoted market price in active
market. Difference between the transaction value and fair value is recognized in other comprehensive income.
121
d) Expected credit loss on trade receivables

Under the previous GAAP, allowances on trade receivables are required to be recognized based on actual doubtful debt. Under IND AS,
life time expected credit losses are required to be recognized based on its historically observed default rates over the expected life of
trade receivable.
e) Reversal of proposed dividend and recognition in the year of declaration and payment
Under the previous GAAP, proposed dividend including corporate dividend tax (CDT), are recognized as liability in the period to which
they relate, irrespective of when they are declared. Under IND AS, proposed dividend is recognized as liability in the period in which it is
declared by the Company, usually when approved by the shareholders in a general meeting, or paid.
f) MTM of forward contract
Under IND AS, Any gains or losses arising from changes in the fair value of derivatives are recognized directly in profit or loss and
corresponding assets and liabilities have been recognized.
g) Other adjustments
Under IND AS, transaction costs incurred are included in the initial recognition amount of Investment.
h) Deferred tax liability on land revaluation
Under the previous GAAP, deferred tax is calculated using the income statement approach, Under IND AS, deferred tax are required to
be recognized on land revaluation as at 1 April 2015 related to the earlier land revaluations.
i) Deferred tax
Under the previous GAAP, deferred tax is calculated using the income statement approach, which focuses on difference between taxable
profits and accounting profits for the period. IND AS 12-“ Income tax” requires entities to account for deferred taxes using the balance
sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and
its tax base
j) Assets held for sale
Under IND AS 105, “Non-current assets held for sales and discontinued operation” requires assets to be identified as held for sales if
carrying amount will be recovered principally through sale transaction rather than continuing use and sale is considered highly probable.
Consequently land held for sales have been presented separately from property plant and equipment. There is no impact on total equity
and profit as a result of this adjustment.
k) Excise duty
Under the previous GAAP, revenue from sale to goods was presented exclusive of excise duty. Under IND AS revenue from sales of goods
is presented inclusive of excise duty. Excise duty paid is presented on face of statement of profit and loss account as a part of expense.
l) Cash discount
Under the previous GAAP, cash discount was presented under other expenses. Under IND AS revenue from sales of goods is recognized
at fair value of consideration expected to be received. Accordingly revenue for the year ended March 31, 2016 is presented net of cash
discount.
m) Statement of cash Flows
The transition from Indian GAAP to IND AS has not had a material impact on the statement of cash flows.
53. Figures relating to 1st April 2015 (date of transition) and previous year have been regrouped/reclassified wherever necessary to make
them comparable with the current year figures.
54. Notes ‘1’ to ‘53’ form an integral part of accounts and are duly authorized.

Dated:-30.05.2017 (FCS 7373) (DIN:00058581)

CONSOLIDATED
FINANCIAL
STATEMENTS
123
Independent Auditors’ Report

On Consolidated IND AS Financial Statements
To the Members of LEEL Electricals Limited
Report on the Consolidated Indian Accounting Standards (IND AS) Financial Statements
We have audited the accompanying consolidated IND AS financial statements of LEEL Electricals Limited (Formerly known as Lloyd
Electric & Engineering Limited)(“the Holding Company”) and its subsidiaries (collectively referred to as “the Company” or “the Group”),
comprising of the consolidated balance sheet as at 31st March 2017, the consolidated statement of profit and loss (including other
comprehensive income), the consolidated statement of cash flows and the consolidated statement for changes in equity for the year
ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated
IND AS financial statements”).
Management’s Responsibility for the Consolidated IND AS Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation of the consolidated IND AS financial statements in terms
of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position,
consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity
of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified
under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standard) Rules,
2015, as amended. The respective Board of Directors of the companies included in the Group are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the consolidated IND AS financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated IND AS financial
statements by the Directors of the Holding Company, as aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated IND AS financial statements based on our audit. While conducting the
audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to
be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
consolidated IND AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated IND AS
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated IND AS financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated IND AS financial
statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by
the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated IND AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the
consolidated IND AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated IND AS
financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India including the IND AS, of the consolidated financial position of the Company, as at
31st March 2017, and their consolidated financial performance including other comprehensive income, their consolidated cash flows
and the consolidated changes in equity for the year ended then ended.
Emphasis of Matter
We draw attention to the emphasis of matter as stated in Standalone Auditors’ Report of even dated.

Other Matters
We did not audit the financial statements of subsidiary companies namely Lloyd Coils Europe s.r.o. Czech Republic, Janka Engineering
s.r.o. Czech Republic, Noske Kaeser Rail & Vehicle Germany GmbH, Noske Kaeser Rail & Vehicles New Zealand Limited (it includes
financials of its two step down subsidiaries viz; Noske-Kaeser Rail & Vehicle Australia Pty Ltd. and Noske-Kaeser Empreendimentos e
Participaçôes do Brasil Ltda.) and Noske Kaeser US Rail & Vehicle LLC, whose financial statements reflect total assets of Rs. 224.04 Crores
as at 31st March 2017, total revenues of Rs. 364.01 Crores and net cash inflows amounting to Rs.(1.04) Crores for the year ended on that
date, as considered in the consolidated IND AS financial statements. These financial statements have been audited by other auditors
whose reports have been furnished to us by the Management and our opinion on the consolidated IND AS financial statements, in so far
as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors.
Our opinion on the consolidated IND AS financial statements, and our report on Other Legal and Regulatory requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.
The financials of Noske Kaeser Rail & Vehicles New Zealand Limited, one of the wholly owned subsidiary, are consolidated financials
and includes financials of its two step down subsidiaries viz; Noske-Kaeser Rail & Vehicle Australia Pty Ltd. and Noske-Kaeser
Empreendimentos e Participaçôes do Brasil Ltda.
Noske Kaeser US Rail & Vehicle LLC was not considered for the purpose of consolidation as it is yet to commence its operations.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1.
As required by sub-section 3 of Section 143 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 IND AS financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated IND AS
financial statements have been kept so far as it appears from our examination of those books.
(c) The consolidated balance sheet, the consolidated statement of profit and loss, the consolidated statement of cash flows
and consolidated statement of changes in equity dealt with by this Report are in agreement with the relevant books of
account maintained for the purpose of preparation of the consolidated IND AS financial statements.
(d) In our opinion, the aforesaid consolidated IND AS financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. and Companies (Indian Accounting
Standard) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March 2017
taken on record by the Board of Directors of the Holding Company and the report of the statutory auditors of its subsidiary
company incorporated outsideIndia, none of the Directors of the Company is disqualified as on 31st March, 2017 from
being appointed as a Director of that Company in terms of sub-section 2 of Section 164 of the Act. None of the subsidiaries
of the Company is incorporated in India.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating
effectiveness of such controls, refer to our separate report in “Annexure A”; and
(g) With respect to the other matters to be included in the Auditor’s 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 IND AS financial statements disclose the impact of pending litigations on the consolidated financial
position of the Group. Refer Note 36 to the consolidated IND AS financial statements;
ii. The Holding Company, its subsidiary companies did not have any long term contracts including derivative contracts for
which there were any material foreseeable losses; and
iii. The Holding Company was not required to transfer funds to the Investor Education and Protection Fund during the
financial year under review.
iv. The Company has provided requisite disclosures in its consolidated IND AS financial statements as to holdings as well
as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and those
are in accordance with the books of accounts maintained by the Company. Refer Note 48 of the consolidated IND AS
(Brijesh C. Mathur)
Dated: May 30, 2017 M. No. 083540
125
Annexure - A to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated IND AS financial statements of the Company as of and for the year ended 31st March
2017, we have audited the internal financial controls over financial reporting of LEEL Electricals Limited (Formerly known as Lloyd
Electric & Engineering Limited)(“the Holding Company”) (none of its subsidiary companies are companies incorporated in India), as of
that date.
Management’s Responsibility for Internal Financial Controls
The Respective Board of Directors of the Holding Company, are responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the
“Guidance Note”) issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of
the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established
and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend
on the auditor’s judgment, including the assessment of the risks of material misstatement of the IND AS financial statements, whether
due to fraud or error.
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
In our opinion, the Holding Company, have, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the
internal control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

(Brijesh C. Mathur)
Dated: May 30, 2017 M. No. 083540
127
CONSOLIDATED Balance Sheet

AS AT 31ST MARCH 2017
(` In Crores)
Particulars Note As at As at As at
No. 31.03.2017 31.03.2016 01.04.2015
Assets
Non Current Assets
Property, Plant and Equipment 3 400.30 411.82 401.41
Capital Work in Progress 4 10.37 6.70 7.69
Intangible Assets 5 6.13 9.34 8.15
Financial Assets
(i) Investments 6 2.38 1.59 2.14
(ii) Loans 7 2.80 3.24 2.76
(iii) Other Financial Assets 8 0.21 0.23 0.33
Other Non Current Assets 9 - 0.14 1.29
422.19 433.08 423.76
Current Assets
Inventories 10 1,048.63 938.93 772.34
Financial Assets
(i) Trade Receivables 11 759.85 674.22 523.74
(ii) Cash and Cash Equivalents 12 94.04 69.73 63.49
(iii) Bank Balance other than (ii) above 13 4.23 4.98 1.16
(iv) Loans 14 1.54 1.54 0.85
(v) Other Financial Assets 15 0.03 0.02 0.04
Current Tax Assets (Net) 13.97 15.79 24.41
Other Current Assets 16 118.60 83.47 102.09
2,040.89 1,788.68 1,488.11
Total Assets 2,463.08 2,221.76 1,911.87

Equity
Equity Share Capital 17 40.34 36.21 35.33
Other Equity 18 860.07 746.91 722.83
900.41 783.12 758.16
Borrowings 19 51.00 89.91 106.19
Long term Provisions 20 7.21 2.91 3.08
Deffered Tax Liabilities 21 4.63 8.86 9.53
62.83 101.68 118.80
Current Liabilities
(i) Borrowings 22 1,080.64 966.69 743.37
(ii) Trade Payables 23 185.51 178.13 148.02
(iii) Other Financial Liabilities 24 60.91 67.47 61.74
Other Current Liabilities 25 127.75 99.16 57.59
Short Term Provisions 26 11.04 9.88 5.11
Current Tax Liabilities (Net) 34.00 15.63 19.08
1,499.84 1,336.96 1,034.91
Total Equity and Liabilities 2,463.08 2,221.76 1,911.87
NOTES TO ACCOUNTS
Dated:-30.05.2017 (FCS 7373) (DIN:00058581)

CONSOLIDATED Statement of Profit and Loss

(` In Crores)
Particulars Note For the year ended For the year ended
No. 31.03.2017 31.03.2016
Revenue
Revenue from operations 27 3,366.85 2,720.32
Other income 28 8.93 9.09
Total Income 3,375.78 2,729.41
Expenses
Cost of materials consumed 29 2,406.12 1,914.64
Purchases of stock-in-trade 30 270.13 142.74
Changes in inventories of finished goods work-in-progress and stock-in-trade 31 (57.16) (16.74)
Excise duty on sale of goods 45.12 51.98
Employee benefits expense 32 178.78 148.54
Finance costs 33 119.95 106.15
Depreciation and amortization expense 34 48.95 45.35
Other expenses 35 259.61 226.16
Total Expenses 3,271.50 2,618.83
Profit before exceptional items and tax 104.28 110.59
Exceptional Items
Insurance claims written off - 45.80
Tax expense:
(1) Current tax 36.93 17.65
(2) Deferred tax (2.64) (1.51)
(3) MAT Credit Entitlement - 6.94

Items that will be reclassified to profit or loss
Fair value of Investment 0.79 0.71
Acturial gain or losses (0.68) -
Taxes 0.23 -
Total Comprehensive Income for the year 70.34 42.41
Earnings per Equity Share
(1) Basic 17.44 11.71
(2) Diluted 17.44 10.26
NOTES TO ACCOUNTS

Dated:-30.05.2017 (FCS 7373) (DIN:00058581)
129
CONSOLIDATED Statement of Changes in Equity

as on 31st March 2017
A. Equity Share Capital
Particulars No. of Shares (` in Crores)
Paid up Capital 35,320,260 35.32
Add: Equity Shares forfeited - 0.01
As at April 1, 2015 35,320,260 35.33
Add: Equity Shares issued under Warrants 885,000 0.89
As at March 31, 2016 36,205,260 36.21
Add: Equity Shares issued under Warrants 4,127,000 4.13
As at March 31, 2017 40,332,260 40.34
B. Other Equity (` In Crores)

Particulars Reserves & Surplus Other Comprehensive Income Total
Equity
Equity Capital Revaluation Securities Statutory General Retained Fair Acturial Exchange
Component Reserve Reserve Premium Reserve Reserve Earning Value of Gain & Difference
of Other (Share (Land Account Investment Losses
Financial Warrant Revalued
Instruments Forfeited as on 31st
(Share by the March
Warrants) Company) 1993)
Balance as at 1st April 2015 22.80 11.25 0.23 199.07 1.70 202.72 277.63 (0.53) - 7.97 722.83
Profit for the Year - - - - - - 41.70 - - - 41.70
Transfer Share Warrant into Shares (3.36) - - - - - - - - (11.19) (14.55)
Premium Amount from Conversion of - - - 12.57 - - - - - - 12.57
Warrants
Addition in Fair Value of Investment - - - - - - - 0.71 - - 0.71
Sale of Investment through OCI - - - - - - (0.42) 0.42 - - -
Statutory Reserve - - - - 0.25 - - - - - 0.25
MAT Credit Adjustment - - - - - - (11.09) - - - (11.09)
Dividend (Including Dividend Tax) - - - - - - (5.51) - - - (5.51)
Transfer to Reserve - - - - - 15.00 (15.00) - - - -
Balance as at 31st March 2016 19.44 11.25 0.23 211.64 1.95 217.72 287.30 0.60 - (3.22) 746.91
Profit for the Year 69.99 69.99
Transfer Share Warrant into Shares (19.44) - - - - - - - - - (19.44)
Premium Amount from Conversion of - - - 58.60 - - - - - - 58.60
Warrants
Addition in Fair Value of Investment - - - - - - - 0.79 - - 0.79
Acturial Gain & Loss - - - - - - - - (0.44) - (0.44)
Share Warrants Forfeited - 3.75 - - - - - - - - 3.75
Statutory Reserve - - - - (0.15) - - - - 5.72 5.57
Dividend (Including Dividend Tax) - - - - - - (5.66) - - - (5.66)
Transfer to Reserve - - - - - 30.00 (30.00) - - - -
Balance as at 31st March 2017 - 15.00 0.23 270.24 1.80 247.72 321.63 1.39 (0.44) 2.50 860.07

Dated:-30.05.2017 (FCS 7373) (DIN:00058581)

CONSOLIDATED Statement of Cash Flow

(` In Crores)
Particulars For the Year ended For the Year ended
31 March 2017 31 March 2016
A Cash Flow from Operating Activities
1 Profit Before Tax
2 Adjustments for :
Depreciation 48.95 45.35
Loss/(gain) on disposal of property, plant and equipments (net) 0.01 0.01
Life Time Credit Risk 0.27 0.30
Finance costs 119.95 106.15
Dividend Received (0.02) (0.05)
Loss/(gain) arising on financial assets/liabilities as at fair value through profit and loss 0.04 0.12
Interest Income (0.62) (0.14)
3 Operating Profit before Working Capital Changes (1+2) 272.86 216.53
4 Net Change in:
Trade Receivables (85.64) (150.48)
Inventories (109.70) (166.59)
Other Financial Assets 0.02 0.11
Loans 0.44 (1.18)
Other Assets (34.99) 1.73
Trade Payable 7.38 30.11
Other Financial Liabilities (6.56) 5.73
Other Liabilities 28.59 41.57
Provisions 5.45 4.60
Change in Working Capital (195.01) (234.39)
5 Cash Generated from Operating Activities (3+4) 77.85 (17.86)
6 Taxes Paid (18.28) (12.42)
7 Exchange Fluctuation 5.72 (11.19)
8 Net Cash Flow from Operating Activities (5-6-7) 65.29 (41.48)
B Cash Flow from Investing Activities:
Purchase of Property, plant and equipment including CWIP (38.13) (50.76)
Purchase of Intangible Assets (1.48) (5.09)
Proceeds from disposal of Property, plant & equipment 1.69 0.84
Proceeds from Intangible 0.03 0.09
Purchase of Investments (0.79) 0.54
Interest received 0.62 0.14
Dividend Income 0.02 0.05
Net Cash Generated/(Used) in Investing Activities: (38.04) (54.18)
C Net Cash Flow From Financing Activities:
Proceeds from Issue of Share Capital & other Equity 46.89 10.34
Proceeds from Borrowing 75.03 207.03
Interest paid (119.95) (106.15)
Dividends paid (including dividend tax) (5.66) (5.51)
Net Cash Generated/(Used) from Financing Activities: (3.69) 105.71
D Net Change in Cash & cash equivalents (A+B+C) 23.56 10.05
E Net increase/ decrease in Cash and Cash Equivalents 23.56 10.05
Opening Balance of Cash and Cash Equivalents 74.71 64.65
Closing Balance of Cash and Cash Equivalents 98.27 74.71
Dated:-30.05.2017 (FCS 7373) (DIN:00058581)
131
Notes to CONSOLIDATED financial statements

for the year ended 31st March 2017
1. Corporate Information
LEEL Electricals Limited (Formally known as 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
& BSE Ltd. in India. The Company has also issued GDR’s which are listed on London Stock Exchange. 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 f LLOYD. During the year, the Company was 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. The Company has sold its consumer durable business to Havells
India Ltd. For details please refer note no. 46.
The Company along with its subsidiaries has been collectively hereinafter referred to as “the Group”.
2. Significant Accounting Policies
2.1 Basis of preparation of Consolidated Financial Statements.
The consolidated financial statements comprise the financial statement of LEEL Electricals Limited and its subsidiaries as
at 31st March 2017. The Group has adopted accounting policies that comply with Indian Accounting standards (IND AS
or IND AS) notified by Ministry of Corporate Affairs vide notification dated 16 February 2015 under section 133 of the
Companies Act 2013. Accounting policies have been applied consistently to all periods presented in these consolidated
The consolidated financial statements referred hereinafter have been prepared in accordance with the requirements and
instructions of Schedule III to the Companies Act, 2013, amended from time to time applicable to companies to whom IND
AS applies.
The opening consolidated financial statements have been prepared in accordance with “Indian Accounting Standard
101” (First time Adoption of Indian Accounting Standards). The opening financial statements comprises of Balance Sheet,
Statement of Change in equity and its related notes.
Upto the year ended 31st March 2016, the Group prepared its financial statements in accordance with the requirements of
previous GAAP, which includes Standards notified under the Companies (Accounting Standards) Rules, 2006. These are the
Group’s first IND AS financial statements. The date of transition to IND AS is April 1, 2015.
The adopted accounting policies comply with each Ind-AS effective at the end of its first Ind-AS reporting period i.e. 31st
March 2017 except as specified in paragraphs 13–19 and Appendices B–D of IND AS 101. In the groups’ opening financial
statements:
(i) All assets and liabilities have been recognized as required by IND AS.
(ii) All assets and liabilities have been derecognized which are not permitted by IND AS.
(iii) All assets, liabilities or components of equity have been reclassified in accordance with IND AS.
(iv) All assets and liabilities have been measured in accordance with IND AS.
The accounting policies used by the Group in its opening financial statement may differ from those previously used in
accordance with Indian Generally Accepted Accounting Principles (GAAP) or the previous GAAP. The resulting adjustments
for events and transactions before the date of transition to IND AS, have been directly recognized in retained earnings at
the date of transition to Ind-AS i.e. April 1, 2015 (or, if appropriate, another category of equity) at the date of transition to
IND AS.
A Groups estimates in accordance with IND AS at the date of transition to IND ASs are consistent with estimates made for
the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless
there is objective evidence that those estimates were in error.

The company has explained how the transition from previous GAAP to IND ASs has affected its reported Balance sheet and
its financial performance. Accordingly, the company’s first IND AS consolidated financial statements include:
a. Reconciliations of its equity reported in accordance with previous GAAP to its equity in accordance with IND AS for
both of the following dates:
(i) the date of transition to IND AS; and
(ii) the end of the latest period presented in the entity’s most recent annual financial statements in accordance
with previous GAAP.
b. A reconciliation to its total comprehensive income in accordance with IND ASs for the latest period in the entity’s most
recent annual financial statements. The starting point for that reconciliation being the total comprehensive income
in accordance with previous GAAP for the same period or, if an entity did not report such a total, profit or loss under
previous GAAP.
c) Details of impairment losses recognized or reversed for the first time in preparing its opening IND AS Balance Sheet in
accordance with IND AS 36, Impairment of Assets.
The Company’s first consolidated IND AS financial statements includes three Balance Sheets, two Statements of profit
and loss, two Statements of cash flows and two Statements of changes in equity and related notes, including comparative
information for all statements presented.
The group’s first financial statements have been prepared in accordance with the IND AS prescribed. The preparation
of the group’s first financial statements in conformity with Indian Accounting Standard (IND AS) requires the group to
exercise its judgment in the process of applying the accounting policies. It also requires the use of accounting estimates
and assumptions that effect the reported amounts of assets and liabilities at the date of the financial statements. These
estimates and assumptions are assessed on an ongoing basis and are based on experience and relevant factors, including
expectations of future events that are believed to be reasonable under the circumstances and presented under the historical
cost convention on accrual basis of accounting.
2.2 Principles of Consolidation
The Consolidated financial statements relate to LEEL Electricals Limited (Formally Known as Lloyd Electric & Engineering
Limited) (‘the company’) and its subsidiary companies. In the preparation of the consolidated financial statements,
investments in subsidiaries, associates and joint ventures are accounted for in accordance with the requirements of IND
AS 110 (Consolidated Financial Statements) and IND AS 28 (Investments in Associates and Joint Ventures) vide notification
dated 16 February 2015 under section 133 of the Companies Act 2013.
Investment in Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities (including
structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate there are changes to one
or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over investee when the voting
rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company
considers all relevant facts and circumstances assessing whether or not the Company’s voting rights in an investee are
sufficient to give it power including:
• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote
holders;
• Potential rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and
133
• any additional facts and circumstances that indicate that the Company has, or does not have, current ability to direct
the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’
meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are
included in the consolidated statement of profit and loss from the date the Company gains control until the date when the
Company ceases to control subsidiary.
Changes in the Group’s ownership interests in existing subsidiaries
When the Group does not lose control of subsidiary.

i) Changes in the Group’s ownership interests in subsidiaries are accounted for as equity transactions.
ii) The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in
their relative interests in the subsidiaries.
iii) Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognized directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary,
i) Derecognizes the assets and liabilities of the former subsidiary from the consolidated balance sheet.
ii) A gain or loss is recognized in profit or loss and is calculated as the difference between the aggregate of the fair value
of the consideration received and the fair value of any retained interest and the previous carrying amount of the
assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests.
iii) All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as
if the Group had directly disposed of the related assets and liabilities of the subsidiary (i.e. reclassified to profit or loss
or transferred to another category of equity as specified/permitted by applicable IND AS).
iv) The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the
fair value on initial recognition for subsequent accounting under IND AS 109, or, when applicable, the cost on initial
recognition of an investment in an associate or a joint venture.
2.3 The Consolidated Financial Statements of Subsidiaries is prepared on the following basis:
i) Combining like items of assets, liabilities, equity, income, expenses and cash flows of the Parent with those of its
subsidiaries.
ii) Eliminating in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between entities of the group.
iii) Offsetting (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of
equity of each subsidiary.
iv) Profit or loss and each component of other comprehensive income are attributed to the owners of Company and to
the non-controlling interests. Total comprehensive income of subsidiaries attributed to the owners of the Company
and to the non-controlling interests even if this results in non-controlling interests having a deficit balance.
v) When necessary, adjustments are made to the financial statements of subsidiaries to bring accounting policies into
line with the Group’s accounting policies.
vi) The Company present’s non-controlling interests in the consolidated balance sheet within equity, separately from the
equity of the owners of the parent. Changes in a parent’s ownership interest in a subsidiary that do not result in the
parent losing control of the subsidiary are considered as equity transactions (i.e. transactions with owners in their
capacity as owners).
vii) As far as possible, the Consolidated Financial Statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner
as the Company’s separate financial statements, Where it is not practicable to use uniform accounting policies,
adjustments are made to the financial statements of subsidiaries to bring accounting policies into line with the
Group’s accounting policies.

viii) The financial statements of the group entities used for the purpose of consolidation are drawn up to the same
reporting date as that of the Company i.e. year ended 31st March 2017.
Business Combination
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets
transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests
issued by the Group in exchange of control of the acquiree. Acquisition-related costs are generally recognized in profit or
loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except
that:
(i) deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and
measured in accordance with IND AS 12 Income Taxes and IND AS 19 Employee Benefits respectively;
(ii) liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based
payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IND AS 102 Share-based Payment at the acquisition date; and
(iii) assets (or disposal groups) that are classified as held for sale in accordance with IND AS 105 Non-current Assets Held
for Sale and Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
In case of a bargain purchase, before recognizing a gain in respect thereof, the Group determines whether there exists clear
evidence of the underlying reasons for classifying the business combination as a bargain purchase. Thereafter, the Group
reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and recognizes
any additional assets or liabilities that are identified in that reassessment. The Group then reviews the procedures used to
measure the amounts that IND AS requires for the purposes of calculating the bargain purchase. If the gain remains after
this reassessment and review, the Group recognizes it in other comprehensive income and accumulates the same in equity
as capital reserve. This gain is attributed to the acquirer. If there does not exist clear evidence of the underlying reasons for
classifying the business combination as a bargain purchase, the Group recognizes the gain, after reassessing and reviewing
(as described above), directly in equity as capital reserve.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the
entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’
proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis
is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when
applicable, on the basis specified in another IND AS.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from
a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and
included as part of the consideration transferred in a business combination.
Transitional Provisions in opening balance sheet per IND AS 101
In accordance with IND AS 101, the group has not applied IND AS 103 retrospectively to a past business combination, this
has led to the following consequences for the business combination that occurred before the date of transition to IND AS:
(i) The group has kept the same classification as in its previous GAAP financial statements.
(ii) The group has recognized all its assets and liabilities at the date of transition to IND ASs that were acquired or assumed
in a past business combination, other than:
 some financial assets and financial liabilities derecognized in accordance with previous GAAP and
 assets, including goodwill, and liabilities that were not recognized in the acquirer’s consolidated Balance Sheet
in accordance with previous GAAP.
135
The group then recognizes any resulting change by adjusting retained earnings (or, if appropriate, another category of
equity), unless the change results from the recognition of an intangible asset that was previously subsumed within goodwill.
The group excludes from its opening IND AS Balance Sheet any item recognized in accordance with previous GAAP that does
not qualify for recognition as an asset or liability under IND ASs.
The Group determines whether a transaction or other event is a business combination by applying the definition in IND AS
103, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a
business, the group accounts for the transaction or other event as an asset acquisition.
Where the acquisition of an asset or a group of assets does not constitute a business, the group identifies and recognizes
the individual identifiable assets acquired (including those assets that meet the definition of, and recognition criteria for,
intangible assets in IND AS 38, Intangible Assets and liabilities assumed). The cost of the group is then allocated to the
individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase
Foreign currencies
For the purposes of presenting these consolidated financial statements, the assets and liabilities of Group’s foreign
operations are translated into Indian Rupees using exchange rates prevailing at end of each reporting period. Income and
expense items are translated at the average exchange rate for the period, unless exchange rates fluctuate significantly
during that period, in which case exchange rates at the dates of the transactions are used. Exchange differences arising, if
any, are recognized in other comprehensive income and accumulated in equity (and attributed to non-controlling interests
as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, a disposal
involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint
arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all
of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company
are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group
losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-
controlling interests and are not recognized in profit or loss. For all other partial disposals (i.e. partial disposals of associates
or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share
of the accumulated exchange differences is reclassified to profit or loss.
2.4 THE LIST OF SUBSIDIARIES:
Name of the Subsidiary Nature of Country of Extent of holding (%)

Relationship Incorporation 31.03.2017 31.03.2016
Lloyd Coils Europe s.r.o. Wholly Owned Czech Republic 100 100
Subsidiary
Janka Engineering s.r.o. Wholly Owned Czech Republic 100 100
Subsidiary
Noske Kaeser Rail & Vehicle Germany GmbH Wholly Owned Germany 100 100
(“NK G”) Subsidiary
Noske Kaeser Rail & Vehicles New Zealand Ltd. Wholly Owned New Zealand 100 100
(“NK NZ”) Subsidiary
Noske Kaeser US Rail & Vehicle LLC (“NK US”) Wholly Owned United States 100 100
Subsidiary
Noske-Kaeser Rail & Vehicle Australia Pty Ltd. Indirect Wholly Australia 100 100
owned Subsidiary*
Noske-Kaeser Empreendimentos e Indirect Wholly Brasil 100 100
Participaçôes do Brasil Ltda. owned Subsidiary*
* wholly owned subsidiary of Noske Kaeser Rail & Vehicles New Zealand Ltd.
The consolidated financials includes their results w.e.f. the respective dates except NK US, which is yet to commence its operations.
For details please refer note no. 51 of the standalone statements.

2.5 Property, Plant and Equipment (PPE)
The Company has elected to use a previous GAAP cost (cost less accumulated depreciation and impairment losses (if any))
of an item of property, plant and equipment at, or before, the date of transition to IND AS as deemed cost at the date of
transition in accordance with accounting policy option available in IND AS 101.
PPE are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The initial cost of PPE
comprise its purchase price, including import duties, net of modvat/cenvat, less accumulated depreciation and include any
directly attributable costs of bringing an asset to working condition and location for its intended use, including borrowing
costs relating to the qualified asset over the period up to the date the assets are put to use is included in cost of relevant
assets. Exchange rate variations relating to long term monetary items is charged to profit & loss if foreign currency loan is
taken after 31 March 2016.
All other expenditure related to existing assets including day-to-day repair and maintenance expenditure and cost of
replacing parts, are charged to the statement of profit and loss in the period during which such expenditure is incurred.
The carrying amount of a property, plant and equipment is de-recognized when no future economic benefits are expected
from its use or on disposal.
Machine spares that can be used only in connection with an item of fixed asset and their use is expected for more than one
year are capitalized.
Depreciation on property plant and equipment is provided on straight line method based on estimated useful life of assets
as prescribed in schedule II to the Companies Act, 2013. Estimated useful lives of the assets are as follow:
Class of Assets Rate of Depreciation

Buildings 30 Years
Plant & Machinery 15 Years
Office Equipment 5 Years
Furniture & Fixtures 10 Years
Vehicles 8 Years
The property, plant and equipment acquired under finance leases, if any, is depreciated over the asset’s useful life or over
the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the Company will obtain
ownership at the end of the lease term.
Depreciation on the assets purchased during the year is provided on pro-rata basis from the date of purchase of the assets.
Gains and losses on de-recognition/disposals are determined as the difference between the net disposal proceeds and the
carrying amount of those assets. Gains and Losses if any, are recognized in the statement of profit or loss on de-recognition
or disposal as the case may be.
Capital Work-in-Progress
Projects under commissioning and other Capital Work-in-Progress are carried at cost, comprising direct cost, related
incidental expenses and attributable interest.
2.6 Intangible Assets
The company has elected to use a previous GAAP cost (cost less accumulated depreciation and impairment losses (if any))
of an intangible assets at, or before, the date of transition to IND AS as deemed cost at the date of transition in accordance
with accounting policy option in IND AS 101.
Intangible assets acquired separately are measured on initial recognition at cost less accumulated amortization and
accumulated impairment losses, if any.
The cost of an intangible asset includes purchase cost (net of rebates and discounts), including any import duties and non-
refundable taxes, and any directly attributable costs on making the asset ready for its intended use.
137
The Cost of Intangible assets are amortized on a straight line basis over their estimated useful life which is as follows:
Logo of Brand “LLOYD”: Cost of logo is amortized over its useful life of 6 years.
Product Development Expenses: Cost of Product Development expenses will be amortized over its useful life of 5 Years.
The amortization period and method are reviewed at least at each financial year end. If the expected useful life of the asset
is significantly different from previous estimates, the amortization period is changed accordingly.
An intangible asset is derecognized on disposal or when no future economic benefits are expected from use. Gains and
losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds
and the carrying amount of the asset are recognized in the statement of profit and loss when the asset is derecognized or
on disposal.
2.7 Inventories
Raw materials and consumables are valued at cost and includes purchase price, freight costs, customs duty (wherever paid)
and are net of credit availed under CENVAT scheme. The cost is determined using the Weighted Average Method.
Stock in process is valued at own production costs after providing for obsolescence, if any. The own production costs
includes direct and indirect materials, direct and indirect labour and other manufacturing overheads incurred in bringing
them to their respective present location and condition.
Finished goods are valued at lower of own production costs on the basis of Weighted average method or net realizable
value, after providing for obsolescence, if any. The own production costs includes direct and indirect materials, direct and
indirect labour and other manufacturing overheads incurred in bringing them to their respective present location and
condition.
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.
2.8 Impairment of tangible assets and intangible assets
At the end of each reporting period, the company reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication based on internal/ external factors that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise
they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can
be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least
annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized
immediately in profit or loss.
The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of
recoverable amount
2.9 Foreign Exchange Transactions
These financial statements are presented in Indian rupees (INR), which is the Company’s functional currency. Transactions
in foreign currency are recorded on initial recognition at the spot rate prevailing at the time of the transaction.

At the end of each reporting period:
Monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary
items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date
when the fair value was determined. Non-monetary items that are measured terms of historical cost in a foreign currency
are not retranslated. Exchange differences arising on the settlement of monetary items or on translating monetary items
at rates different from those at which they were translated on initial recognition during the period or in previous financial
statements are recognized in profit or loss in the period in which they arise.
Exchange differences on monetary items are recognized in profit or loss in the period in which they arise except for:
Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which
are included in the cost of those assets when they are regarded as adjustment to interest costs on those foreign currency
borrowings.
The exchange differences arising on reporting of long term foreign currency monetary items at rates different from those
at which they were initially recorded in so far as they relate to the acquisition of depreciable capital assets are shown by
addition to/deduction from the cost of the assets as per exemption provided under IND AS 21 read along with IND AS 101
appendix ‘D’ clause-D13AA.
Exchange differences on monetary items receivable from or payable to a foreign operation which settlement is neither
planned nor likely to occur (therefore forming part of the investment in the foreign operation), which are recognized initially
in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.
Forward Exchange Contracts not intended for trading or speculation purposes
The premium or discount arising at the inception of forward exchange contract is amortized and recognized as an expense/
income over the life of the contract. Exchange differences on such contracts, except the contracts which are long-term
foreign currency monetary items, are recognized in the statement of profit and loss in the period in which the exchange
rates change. Any profit or loss arising on cancellation or renewal of such forward exchange contract is also recognized as
income or as expense for the year.
2.10 Borrowing Cost
Borrowing costs specifically relating to the acquisition or construction of a qualifying asset that necessarily takes a substantial
period of time to get ready for its intended use are capitalized as part of the cost of the asset. All other borrowing costs are
charged to profit & loss account in the period in which it is incurred except loan processing fees which is recognized as per
Effective Interest Rate method. Borrowing costs consist of interest and other costs that company incurs in connection with
the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the
borrowing costs.
2.11 Employee Benefits
Contribution to Provident fund/Pension fund: Retirement benefits in the form of Provident Fund / Pension Schemes
are defined contribution schemes and the contributions are charged to the Profit & Loss Account in the year when the
contributions to the respective funds become due. The Company has no obligation other than contribution payable to these
funds.
Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation made at the end of
each financial year. However, The Company is in process of having arrangement with Insurance Company to administer its
Superannuation & Gratuity Fund.
Defined benefit plans: Defined benefit costs are categorized as follows:

• service cost (including current service cost, past service cost, as well as gains and losses on curtailments and
settlements)
• net interest expense or income and
• measurement
The Company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits
expense’. Curtailment gains and losses are accounted for as past service costs.
139
Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the
return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognized
in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive
income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognized
in profit or loss in the period of a plan amendment.
Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or
asset.
For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit
method, with actuarial valuations being carried out at the end of each annual reporting period.
The retirement benefit obligation recognized in the balance sheet represents the actual deficit or surplus in the company’s
defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits
available in the form of refunds from the plans or reductions in future contributions to the plans.
Liability for a termination benefit is recognized at the earlier of when the company can no longer withdraw the offer of the
termination benefit and when the company recognizes any related restructuring costs.
Short-term and other long-term employee benefits: A liability is recognized for benefits accruing to employees in respect
of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount
of the benefits expected to be paid in exchange for that service. These benefits include bonus/incentives and compensated
absences which are expected to occur within twelve months after the end of the period in which the employee renders the
related service.
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits
expected to be paid in exchange for the related service.
Liabilities recognized in respect of other long-term employee benefits are measured at the present value of the estimated
future cash outflows expected to be made by the company in respect of services provided by employees up to the reporting
date.
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit.
The company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the
unused entitlement that has accumulated at the reporting date
The cost of the defined benefit gratuity plan and their present value are determined using actuarial valuations. An actuarial
valuation involves making various assumptions that may differ from actual developments in the future. These include the
determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the
valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.
The most sensitive is discount rate. The management has considered the interest rates of government bonds. Future salary
increases and gratuity increases are based on expected future inflation rates.
2.12 Tax Expenses
Income Tax expense comprises of current tax and deferred tax charge or credit. Provision for current tax is made with
reference to taxable income computed for the financial year for which the financial statements are prepared by applying
the tax rates as applicable.
Current Tax: Current Income tax relating to items recognized outside the profit and loss is recognized outside the profit and
loss (either in other comprehensive income or in equity)
Deferred Tax: Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose at reporting date.
Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively
enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and

liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date.
A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against
which the deductible temporary differences and tax losses can be utilized.
The carrying amount of deferred tax assets is reviewed as at each balance sheet date and reduced to the extent that it
is no longer probable that sufficient taxable profit will not be available against which deferred tax asset to be utilized.
Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets are recognized for the unused tax credit to the extent that it is probable that taxable profits will be
available against which the losses will be utilized. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits.
2.13 Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all
the risks and rewards incidental to ownership to the Company is classified as a finance lease. When acquired, such assets
are capitalized at fair value of the leased property or present value of minimum lease payments, at the inception of lease,
whichever is lower.
Other leases are operating leases. Operating lease payments are recognized as an expense in the statement of profit and
loss on a straight line basis over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease
are added to the carrying amount of the leased asset and amortized over the lease term on the straight line basis.
As a Lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified
as operating leases. Assets subject to operating leases are included in PPE. Rental income from operating lease is recognized
on a straight-line basis over the term of the relevant lease. Where the rentals are structured solely to increase in line
with expected general inflation to compensate for the company’s expected inflationary cost increases, such increases are
recognized in the year in which such benefits accrue.
Costs, including depreciation, are recognized as an expense in the statement of profit and loss. Initial direct costs such as
legal costs, brokerage costs, etc. are recognized immediately in the statement of profit and loss.
As a lessee
Leases in which significant portions of risks and reward of ownership are not transferred to the company as lessee are
classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss account on
a straight-line basis over the lease term. Where the rentals are structured solely to increase in line with expected general
inflation to compensate for the lessor’s expected inflationary cost increases, such increases are recognized in the year in
which such benefits accrue. Contingent rentals arising under operating leases are recognized as an expense in the period in
which they are incurred.
Leases where the lessor effectively transfers substantially all the risks and benefits of ownership of the asset are classified as
finance leases and are capitalized at the inception of the lease term at the lower of the fair value of the leased property and
present value of minimum lease payments. Lease payments are apportioned between the finance charges and reduction of
the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
recognized as finance costs in the statement of profit and loss. Lease management fees, legal charges and other initial direct
costs of lease are capitalized.
For arrangements entered into prior to 1 April 2015, the Company has determined whether the arrangement contain lease
on the basis of facts and circumstances existing on the date of transition in accordance with IND AS 101 “First time adoption
of Indian Accounting Standards”.
141
2.14 Fair Value Measurement

The Company measures certain financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
i. In the principal market for the asset or liability, or
ii. In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets & liabilities on the basis of the
nature, characteristics and the risks of the asset or liability and the level of the fair value hierarchy as explained above.
2.15 Financial Instrument
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial asset is any assets that is

 Cash;
 an equity instrument of another entity;
 a contractual right:
(i) to receive cash or another financial asset from another entity; or
favorable to the entity; or
(i) a non-derivative for which the entity is or may be obliged to receive a variable number of the entity’s own equity
instruments; or

asset for a fixed number of the entity’s own equity instruments.
Financial assets includes non-current investments, loan to employees, security deposits, trade receivables and other eligible
current and non-current assets
Financial Liability is any liabilities that is
 a contractual obligation :
(i) to deliver cash or another financial asset to another entity; or
unfavorable to the entity; or
(i) a non-derivative for which the entity is or may be obliged to deliver a variable number of the entity’s own equity
instruments; or
asset for a fixed number of the entity’s own equity instruments. For this purpose, rights, options or warrants
to acquire a fixed number of the entity’s own equity instruments for a fixed amount of any currency are equity
instruments if the entity offers the rights, options or warrants pro rata to all of its existing owners of the same
class of its own non-derivative equity instruments.
Financial liabilities includes Loans, trade payable and eligible current and non-current liabilities
i) Transitional Provisions in opening balance sheet per IND AS 101

The Company designates a previously recognized financial asset/financial liability as a financial asset/ financial liability
measured at fair value on the basis of the facts and circumstances that exist at the date of transition to IND AS.
The Company designates an investment in an equity instrument other than investment in subsidiary, associates and Joint
venture as at fair value through other comprehensive income on the basis of the facts and circumstances that exist at the
date of transition to IND AS.
The Company has assessed whether a financial asset meets the conditions w.r.t classification criteria on the basis of the
facts and circumstances that exist at the date of transition to Ind Ass, practically feasible.
ii) Classification
The Company classifies financial assets as subsequently measured at amortized cost, fair value through other comprehensive
income or fair value through profit or loss on the basis of both:
• the entity’s business model for managing the financial assets and
• the contractual cash flow characteristics of the financial asset.
A financial asset is measured at amortized cost if both of the following conditions are met, the financial asset is held within
a business model whose objective is to hold financial assets in order to collect contractual cash flows and
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets and
A financial asset is measured at fair value through profit or loss unless it is measured at amortized cost or at fair value
through other comprehensive income.
All financial liabilities are subsequently measured at amortized cost using the effective interest method or fair value through
profit or loss.
143
iii) Initial recognition and measurement
The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the
instrument. All financial assets and liabilities are recognized at fair value at initial recognition, plus or minus, any transaction
cost that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair
value through profit or loss.
iv) Financial assets subsequent measurement
Financial assets as subsequent measured at amortized cost, fair value through other comprehensive income (FVOCI) or fair
value through profit or loss (FVTPL) as the case may be.
Financial liabilities as subsequent measured at amortized cost or fair value through profit or loss
v) Effective interest method
The effective interest method is a method of calculating the amortized cost of a debt instrument and allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts
(including all fees and points paid or received that form integral part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to
the net carrying amount on initial recognition.
Income is recognized on an effective interest basis for debt instruments other than those financial a classified as at FVTPL.
Interest income is recognized in profit or loss and is included in the “Other income” line item.
vi) Trade Receivables
Trade receivables are the contractual right to receive cash or other financial assets and recognized initially at fair value.
Subsequently measured at amortized cost (Initial fair value less expected credit loss). Expected credit loss is the difference
between all contractual cash flows that are due to the company and all that the company expects to receive (i.e. all cash
shortfall), discounted at the effective interest rate.
vii) Equity investments
All equity investments in scope of IND AS 109 are measured at fair value other than investment in subsidiary, Associates
and Joint venture. For all other equity instruments, the company may make an irrevocable election to present in other
comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument by-
instrument basis
viii) Cash and cash Equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
ix) Impairment of Financial Assets
The company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not
fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured
at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to
the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are
measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at
the reporting date to the amount that is required to be recognized is recognized as an impairment gain or loss in profit or
loss.
x) Financial liabilities
Financial liabilities are recognized initially at fair value less any directly attributable transaction costs. These are subsequently
carried at amortized cost using the effective interest method or fair value through profit or loss. For trade and other payables
maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short
maturity of these instruments

xi) Trade payables
Trade payables represent liabilities for goods and services provided to the Company prior to the end of financial year
and which are unpaid. Trade payables are presented as current liabilities unless payment is not due within 12 months
after the reporting period or not paid/payable within operating cycle. They are recognized initially at their fair value and
subsequently measured at amortized cost using the effective interest method.
xii) Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in
profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan
facilities are recognized as transaction costs of the loan.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long-term loan
arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on
the reporting date, the company does not classify the liability as current, if the lender agreed, after the reporting period and
before the approval of the financial statements for issue, not to demand payment as a consequence of the breach.
xiii) Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of company after deducting all of its
liabilities. Equity instruments are recognized at the proceeds received, net of direct issue costs.
xiv) De-recognition of financial instrument
The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or
it transfers the financial asset and the transfer qualifies for de-recognition under IND AS 109. A financial liability (or a part
of a financial liability) is derecognized from the company’s balance sheet when the obligation specified in the contract is
discharged or cancelled or expires.
xv) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the
assets and settle the liabilities simultaneously
xiv) Derivative Financial Instruments
Derivatives are initially recognized at fair value at the date the derivative contracts are entered and are subsequently re-
measured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss
immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the
recognition in profit or loss.
2.16 Provision and Contingent Liability
i. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a
present obligation that is not recognized because it is not probable that an outflow of resources will be required to
settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot
be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but
discloses its existence in the financial statements.
ii. Contingent liabilities, if material, are disclosed by way of notes unless the possibility of an outflow of resources
embodying the economic benefit is remote and contingent assets, if any, is disclosed in the notes to financial
statements.
iii. A provision is recognized, when company has a present obligation (legal or constructive) as a result of past events and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in
145
respect of which a reliable estimate can be made for the amount of obligation. The expense relating to the provision
is presented in the profit and loss net of any reimbursement.
2.17 Earnings Per Share
Basic Earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares
outstanding during the period. For the purpose of calculating Diluted earnings per share, the net profit for the period
attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted
for the effects of all dilutive potential equity shares.
2.18 Revenue
Revenue is measured at the fair value of the consideration received or receivable, taking into account the contractually
defined terms of payment net of returns and allowances, trade discounts and volume rebates, excluding taxes or duties
collected on behalf of the government. Excise duty is the liability of manufacturer which forms the part of cost of production,
irrespective of whether the goods are sold or not. Since the recovery of excise duty flows to the company on its own
account, revenue includes excise duty. However, sales tax/ value added tax (VAT) is not received by the Company on its
own account; rather it is tax collected on the value added to the commodity by the seller on behalf of the government, and
hence it is excluded from revenue.
Revenue is recognized only when the significant risk and reward of the ownership is transferred to the buyer usually on
delivery of the goods. Revenue is recognized to the extent that it is probable that the economic benefit will flow to the
company, revenue can be reliably measured and the costs incurred or to be incurred in respect of the transaction can be
measured reliably.
Further, sales include revision in prices received from customers with retrospective effect. Similarly, price revision for material
purchased has also been included in purchases. Further adjustments, if any, are made in the year of final settlement.
Interest Income is recognized using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated
future cash flows over the expected life of financial instrument, to the gross carrying amount of the financial assets or to
the amortized cost of the financial liability.
Dividend income is recognized when the Company’s right to receive payment is established. (Provided that it is probable
that the economic benefit will flow to the company).
Export sales are accounted on the basis of date of bill of lading.
Payments made in respect of goods cleared as also provision made for goods lying in bonded warehouse.
2.19 Operating cycle
Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their
realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of
classification of its assets and liabilities as current and non-current.
2.20 Investments
Investments are either classified as current or long term investment based on Management’s intention. Current investments
(if any) are carried at the lower of cost and fair value of each investment individually. Investments in subsidiary company are
of long-term strategic value. Cost for overseas investments comprises the Indian rupee value of the consideration paid for
the investment translated at the exchange rate prevalent at the date of investment. Long term investments are carried at
cost less provisions recorded to recognize any decline, other than temporary, in the carrying value of each investment.
2.21 Segment Reporting
i. Business Segment
As per IND AS 108, 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 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.
2.22 Grants
Grants are recognized when there is reasonable assurance that the grant will be received and conditions attached to them
are complied with.
2.23 Research and development
Research costs are expensed as incurred.
147
NOTE 3: Property, Plant & Equipment

The Changes in the carrying value of property, plant and equipment for the year ended March 31 2017 were as follows:
(` In Crores)
Particulars Leasehold Temporary Buildings Plant & Office Vehicles Furniture & Other Adjustment Total
Land Constructions Machinery Equipment Fixtures Assets to Assets
Gross Carrying Value as on 1st 15.20 2.12 101.38 526.95 10.00 8.31 4.02 3.10 48.41 719.48
April 2016
Additions - - 0.66 30.80 1.09 0.12 1.78 - - 34.46
Deletions - (0.19) - (1.72) (0.26) (0.22) (0.09) (0.99) - (3.47)
March 2017
Accumulated Depreciation as of - 0.11 19.83 246.82 7.61 4.60 1.16 0.20 27.33 307.66
1st April 2016
Depreciation for the year - - 2.93 35.36 1.14 0.77 0.51 - 3.57 44.29
Adjustment - - - (1.28) (0.25) (0.22) (0.02) - - (1.77)
31st March 2017
Net Carrying Value as on 31st 15.20 1.82 79.28 275.13 2.33 3.05 4.06 1.92 17.51 400.30
March 2017
March 2016
The Changes in the carrying value of property, plant and equipment for the year ended March 31 2016 were as follows:
(` In Crores)
Particulars Leasehold Temporary Buildings Plant & Office Vehicles Furniture Other Adjustment Total
Land Constructions Machinery Equipments & Fixtures Assets to Assets
April 2015
Additions - 0.39 5.67 40.62 1.78 1.66 1.42 0.20 - 51.75
Deletions (0.89) 1.54 (0.39) (1.67) 0.02 (0.85) (0.00) 0.51 0.02 (1.72)
March 2016
1st April 2015
Depreciation for the year - - 2.77 32.99 0.99 0.52 0.37 - 3.72 41.37
Adjustment - - (0.02) (0.03) - (0.82) - - - (0.86)
31st March 2016
Net carrying Value as on 31st 15.20 2.00 81.55 280.13 2.38 3.70 2.86 2.90 21.08 411.82
March 2016
April 2015
NOTE 4: Capital work in progress (` In Crores)

31 March 2017 31 March 2016 1 April 2015
Capital work in progress 10.37 6.70 7.69
Total 10.37 6.70 7.69

NOTE 5: Intangible Assets

Assets Development
Expenses
Additions 1.08 0.40 1.48
Deletions - (0.03) (0.03)
Accumulated Depreciation as of 1st April 2016 18.17 0.12 18.29

Depreciation for the year 4.52 0.15 4.67
Adjustment - - -
Carrying Value as on 31st March 2017 1.27 4.85 6.13
The Changes in the carrying value of Intangible Assets for the year ended 31st March 2016 were as follows:
Assets Development
Expenses
Additions 4.21 0.88 5.09
Deletions (1.90) 1.99 0.09
Accumulated Depreciation as of 1st April 2015 14.18 0.12 14.30

Depreciation for the year 3.99 - 3.99
Adjustment - - -
Carrying Value as on 1st April 2015 6.40 1.76 8.15
Note 6: Investments
31.03.2017 31.03.2016 01.04.2015
Investments in equity instruments
Blue Star Ltd. (31 March 2017: 392) (31 March 2016: 375) (01 April 2015: 375) 2 0.03 0.01 0.01
Castrol (India) Ltd. (31 March 2017: 20) (31 March 2016: 20) (01 April 2015: 20) 5 0.00 0.00 0.00
Chambal Fertilizers & Chem. Ltd. (31 March 2017: 1000) (31 March 2016: 1000) 10 0.01 0.01 0.01
(01 April 2015: 1000)
DB International Stock Brokers Ltd (31 March 2017: 13000) (31 March 2016: 13000) 2 0.01 0.03 0.06
(01 April 2015: 13000)
Dot Com. Global Ltd. (31 March 2017: 24200) (31 March 2016: 24200) (01 April 2015: 10 0.00 0.00 0.00
24200)
Shardul Securities Ltd. (31 March 2017: 25600) (31 March 2016: 25600) (01 April 2015: 10 0.11 0.11 0.11
25600)
ACE Edutrend Ltd. (31 March 2017: 16900) (31 March 2016: 16900) (01 April 2015: 16900) 10 0.00 0.00 0.00
Dion Global Solutions Ltd. (31 March 2017: 160) (31 March 2016: 160) (01 April 2015: 10 0.00 0.00 0.00
320)
Healthfore Technologies Ltd. (31 March 2017: 80) (31 March 2016: 80) (01 April 2015: 80) 10 0.00 0.00 0.00
Glaxosmithkline Pharmaceuticals Ltd. (31 March 2017: 125) (31 March 2016: 125) 10 0.03 0.05 0.04
(01 April 2015: 125)
Contd....
149
(` In Crores)
31.03.2017 31.03.2016 01.04.2015
HDFC Bank Ltd. (31 March 2017: 125) (31 March 2016: 125) (01 April 2015: 125) 2 0.02 0.01 0.01
Hindustan Uniliver Ltd. (31 March 2017: 1350) (31 March 2016: 1350) (01 April 2015: 1 0.12 0.12 0.12
1350)
JSW Steel Ltd. (31 March 2017: 11240) (31 March 2016: 1124) (01 April 2015: 1124) 1 0.21 0.14 0.10
Lumax Industries Ltd. (31 March 2017: 4600) (31 March 2016: 4600) (01 April 2015: 4600) 10 0.63 0.19 0.15
Panasonic Energy India Co. Ltd. (31 March 2017: 500) (31 March 2016: 500) (01 April 10 0.01 0.01 0.01
2015: 500)
Pan India Corporation Ltd. (31 March 2017: 200) (31 March 2016: 200) (01 April 2015:200) 10 0.00 0.00 0.00
Sterlite Technologies Ltd. (31 March 2017: 525) (31 March 2016: 525) (01 April 2015: 525) 2 0.01 0.00 0.00
Subros Ltd. (31 March 2017: 150) (31 March 2016: 150) (01 April 2015: 150) 2 0.00 0.00 0.00
Tata Chemicals Ltd. (31 March 2017: 50) (31 March 2016: 50) (01 April 2015: 50) 10 0.00 0.00 0.00
Tata Consultancy Services Ltd. (31 March 2017: 832) (31 March 2016: 832) (01 April 1 0.20 0.21 0.21
2015: 832)
Visesh Infotecnics Ltd. (31 March 2017: 1100) (31 March 2016: 1100) (01 April 2015: 1 0.00 0.00 0.00
1100)
Voltas Ltd. (31 March 2017: 500) (31 March 2016: 500) (01 April 2015: 500) 1 0.02 0.01 0.01
GHCL Ltd. (31 March 2017: 15000) (31 March 2016: 15000) (01 April 2015: 125000) 10 0.40 0.17 0.77
Archies Ltd. (31 March 2017: 50000) (31 March 2016: 50000) (01 April 2015: 50000) 2 0.12 0.10 0.10
Investment in SBI Mutual Fund (31 March 2017: 100000) (31 March 2016: 100000) 0.13 0.09 0.10
(01 April 2015: 100000)
2.08 1.29 1.84
Fedders Credits Ltd. (Formerly Lloyd Credits Ltd.) 10 0.30 0.30 0.30
Fedders Aircool Pvt. Ltd. (Formerly Lloyd Aircon Pvt. Ltd.) 10 0.00 0.00 0.00
Carrier Airconditioning & Refrigeration Ltd. (31 March 2017: 400) (31 March 2016: 10 0.00 0.00 0.00
400) (01 April 2015: 400)
0.30 0.30 0.30
Total 2.38 1.59 2.14
Note 7: LOANS
31.03.2017 31.03.2016 01.04.2015
Total 2.80 3.24 2.76

Other Bank Balance 0.21 0.23 0.33
Total 0.21 0.23 0.33
Note 9: Other Non-current Assets

Prepaid expenses - 0.01 0.02
Other Receivable - 0.14 1.27
Total - 0.14 1.29
Note 10: Inventories

Raw materials 392.10 375.22 229.37
Stock in Progress 36.78 33.55 27.87
Finished Goods 525.59 471.66 460.57
Stock in Transit (at cost) 94.07 57.16 54.32
Stock for Resale 0.08 1.34 0.22
Total 1,048.63 938.93 772.34

Note 11: Trade Receivables (` In Crores)

31.03.2017 31.03.2016 01.04.2015
Trade Receivable - Considered Good 761.56 675.66 524.89
Less : Allowance for expected credit loss on trade receivables 1.71 1.44 1.15
Total 759.85 674.22 523.74
Note 12: Cash Bank Balances

Cash and cash equivalents
Balance with Banks-Current accounts 93.77 69.26 63.17
Cash in hand 0.27 0.46 0.32
Total 94.04 69.73 63.49
Note 13: Bank Balances

Unclaimed dividend accounts 0.22 0.27 0.25
Fixed Deposits 2.86 3.93 0.13
Receipt pledged with Bank for margin money (Including Interest) 1.15 0.78 0.78
Total 4.23 4.98 1.16
Note 14: LOANS

Total 1.54 1.54 0.85

Interest accrued on Fixed Deposit with Banks 0.03 0.02 0.04
Total 0.03 0.02 0.04
Note 16: Other Current Assets

Advance to Vendor (Group Companies) 46.88 23.59 16.92
Prepaid expenses 25.55 17.45 15.95
Advances for capital goods 5.89 5.04 -
Balance with statutory/ govt. authorities 25.46 19.79 17.28
Insurance claim receivable - - 46.54
Non current assets held for sale - - 0.89
Advance recoverable in cash & kind or for value to be recovered 10.17 10.81 3.49
Advances to Employees & others 2.31 1.27 0.77
Other amounts recoverable 2.34 5.52 0.24
Total 118.60 83.47 102.09
151
Note 17: EQUITY SHARE CAPITAL (` In Crores)

31.03.2017 31.03.2016 01.04.2015
1. Authorized Capital
7,00,00,000 Equity Share of Rs.10 each 70.00 70.00 70.00
(Previous year 7,00,00,000 Equity Share of Rs.10 each)
Total Authorized Share Capital 70.00 70.00 70.00
2. Issued & Subscribed Capital
4,03,45,160 Equity Shares of Rs.10 each 40.35 36.22 35.33
3. Paid up Capital
4,03,32,260 Equity Shares of Rs.10 each fully paid up 40.33 36.21 35.32
Add:- Equity Shares forfeited 0.01 0.01 0.01
(amount originally paid up)
Total 40.34 36.21 35.33
NOTES:-
1. Out of the above Equity Shares
a) Includes 40,00,000 Equity Shares alloted in the year 2006-07 upon 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 Equity Shares of Rs. 10 each were alloted during the financial year 2013-14 in favour of shareholders of
Perfect Radiators & Oil Coolers Pvt. Ltd. (PROC) on account of merger of PROC with the Company retrospectively since
01.04.2011.
e) Includes 8,85,000 equity shares alloted to Promoter Group Entities on January 29, 2016, upon conversion of equivalent
number of warrants issued on preferential basis.
f) Includes 17,00,000 equity shares alloted to Promoter Group Entities on September 03, 2016 and 24,27,000 equity shares
on September 08, 2016, upon conversion of equivalent number of warrants issued on preferential basis.

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
Particulars 31 March, 2017 31 March, 2016 1 April, 2015
No. of Amount No. of Amount No. of Amount
Shares Shares Shares
Equity Shares
Shares outstanding at the beginning of the year 36,205,260 36.21 35,320,260 35.32 35,320,260 35.32
Shares Issued during the year 4,127,000 4.13 885,000 0.89 - -
Shares outstanding at the End of the year 40,332,260 40.33 36,205,260 36.21 35,320,260 35.32
(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to
one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors
is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.

(c) Details of shareholders holding more than 5% shares in the Company

(` In Crores)
Particulars 31 March, 2017 31 March, 2016 1 April , 2015
No. of % of No. of % of No. of % of
Shares holding Shares holding Shares holding
Equity Shares of Rs. 10 each fully paid-up
PSL Engineering Pvt. Ltd. 3,713,520 9.21 3,713,520 10.26 3,713,520 10.51
Fedders Sales Pvt. Ltd. 3,315,005 8.22 3,315,005 9.16 3,315,005 9.39
Airserco Pvt. Ltd. 3,304,133 8.20 3,304,133 9.13 3,304,133 9.35
Fedders Manufacturing Pvt. Ltd. 2,253,416 5.59 1,653,416 4.57 1,653,416 4.68
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) Share Warrants (Pending Allotments)
31.03.2017 31.03.2016 01.04.2015
25% Upfront Payment - 19.44 22.80
Total - 19.44 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 year 2014-15, the Company has issued to its Promoter Group Entities 60 Lac 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 Requirments) Regulations, 2009.
During the previous year, allottees of 8.85 Lac warrants have exercised their right to convert the warrants into equity shares by paying
balance 75% of the consideration aggregating Rs.10.09 Crores and consequently 8.85 Lac equity shares were issued to them.
During the financial year, the Company has issued and allotted 17 Lac equity shares of Rs. 10 each at a premium of Rs.142 each on
3rd September, 2016 and 24.27 Lac equity shares of Rs.10 each at a premium of Rs.142 each on 8th September, 2016 to promoter
group entities on preferential basis upon conversion of equivalent number of warrants.
Further, the promoter group entities have shown their inability to exercise their right to convert the balance 9.88 lacs warrants which
are required to be converted into equity shares on or before 12th September, 2016 as conversion of such number of warrants would
have increased their shareholding beyond the permissible creeping limit of 5% in a financial year as stipulated in Regulation 3(2) of the
SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. Accordingly, 9.88 lacs warrants stand cancelled and the upfront
subscription money aggregating to Rs.3.75 Crores received on said warrants at the time of their subscription was forfeited. Consequent
upon the above allotments and forfeiture of warrants, there were no pending warrants due for conversion as on 31st March, 2017.
Note 18: Other Equity

31.03.2017 31.03.2016 01.04.2015
1. Equity Component-Share Warrant - 19.44 22.80
2. Capital Reserve 15.00 11.25 11.25
3. Revaluation Reserve net of tax 0.23 0.23 0.23
4. Securities Premium Account 270.24 211.64 199.07
5. Statutory Reserve 1.80 1.95 1.70
6. General Reserve 247.72 217.72 202.72
7. Retained Earnings 321.63 287.30 277.63
8. Other Comprehensive Income 0.95 0.60 (0.53)
9. Currency Exchange Difference 2.50 (3.22) 7.97
Total 860.07 746.91 722.83
153
(` In Crores)
31.03.2017 31.03.2016
1. Equity Component-Share Warrant - 19.44
2. Capital Reserve 11.25 11.25
Add: Share warrant forfeited 3.75 -
15.00 11.25
3. Revaluation Reserve net of tax (Land Revalued as on 31st March 1993) 0.23 0.23
4. Securities Premium Account 211.64 199.07
Addition Premium Amount from conversion of Warrants 58.60 12.57
270.24 211.64
5. Statutory Reserve 1.95 1.70
Addition Amount (0.15) 0.25
1.80 1.95
6. General Reserve
Add: Transfer from Profit & Loss Account 30.00 15.00
247.72 217.72
7. Retained Earnings
Mat Credit Adjustment for Previous Year - (11.09)
Sale of Investment through OCI - (0.42)
Dividend Paid (including tax on dividend) (5.66) (5.51)
Transfer to General Reserve (30.00) (15.00)
321.63 287.30
8. Other Comprehensive Income:
Remeasurement of Retirement Benefit (0.44) (0.44)
Fair Value of Investment
Opening Balance 0.60 (0.53)
Addition during the year 0.79 0.71
Transfer retained earning on sale - 0.42
0.95 0.60
9. Currency Exchange Difference
Opening Balance (3.22) 7.97
Addition during the year 5.72 (11.19)
2.50 (3.22)
Total 860.07 746.91
Note 19: Borrowings (` In Crores)

31.03.2017 31.03.2016 01.04.2015
Secured
Term Loans (Indian Currency)
From banks 51.00 89.91 106.19
Total 51.00 89.91 106.19
Contd....

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. The Company has taken disbursement of Rs.31.50 Crores.
2. 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.
3. Indian rupees loan for Rs.20.00 Crores from SBBJ carries interest @ 12% p.a. The Loan is repayable in 16 Quarterly installment of
Rs. 1.25 Crores each after monotorium of 9 Months from the date of Loan i.e. 01.09.2015.
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.
Note 20: Long term Provisions

(` In Crores)
31.03.2017 31.03.2016 01.04.2015
Gratuity 7.21 2.91 3.08
Total 7.21 2.91 3.08
Note 21: Deferred tax liabilities (Net)
Deferred tax liabilities on account of: 5.24 8.72 9.32

Due to Depreciation 5.24 8.72 9.32
Deferred tax assets on account of:
Provisions for employee benefits 0.61 (0.13) (0.21)
0.61 (0.13) (0.21)
Total 4.63 8.86 9.53
Note 22: Borrowings
Secured
Working Capital from Banks 1,080.64 966.69 743.37
Total 1,080.64 966.69 743.37
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. This includes working capital
loan in the form of Cash Credit Limit, Working Capital Demand Loan, Bill Discounted and Buyer’s Credit etc.
Note 23: Trade payables
Others 185.51 178.13 148.02

Total 185.51 178.13 148.02
Note 24: Other Financial liabilities
Current maturities of long-term debt;

Foreign Currency Loans - - 25.38
Term Loans 28.28 38.75 28.75
Loan Against Vehicles 1.15 1.69 1.24
Contd....
155
(` In Crores)
31.03.2017 31.03.2016 01.04.2015
Interest accrued but not due on borrowings 0.45 0.61 1.58
Unpaid Dividend 0.31 0.27 0.25
Other Expenses Payables 29.17 25.87 4.54
Derivative Liabilities 1.55 0.28 -
Total 60.91 67.47 61.74
Note 25: Other current liabilities

Due to Statutory Bodies 57.98 48.96 31.61
Other Liability 68.27 44.53 25.24
Advance from Customer 1.51 5.67 0.74
Total 127.75 99.16 57.59
Note 26: Short term Provisions

Leave Encashment 1.18 4.80 5.11
Other Provision 4.68 - -
Provision for warranty 5.18 5.08 -
11.04 9.88 5.11
Note 27: Revenue from Operation

(` In Crores)
31 March 2017 31 March 2016
Sale of Products
Gross Sale/Income from Operations 3,358.25 2,766.26
Less: Schemes & Discounts - 46.88
3,358.25 2,719.38
Other Operating Revenues
Other Operating Revenues 8.61 0.94
Total 3,366.85 2,720.32
Note 28: Other Income

Dividend Received 0.02 0.05
Interest Income 0.62 0.14
Interest Income on Financial Assets at amortisation cost 0.15 0.10
Gain on Sale on Fixed Assets 0.07 0.09
Income from Scrap 6.40 6.94
Miscellaneous Income 1.67 1.78
Total 8.93 9.09

Note 29: Cost of material Consumed

(` In Crores)
31 March 2017 31 March 2016
Raw Material
Opening stock 375.22 233.41
Purchases 2,379.99 1,997.16
Carriage Inwards 43.01 59.28
2,798.22 2,289.86
Less: Closing stock 392.10 375.22
Total 2,406.12 1,914.64
Note 30: Purchase of Stock in Trade

Other consumer goods 270.13 142.74
Total 270.13 142.74
Note 31: Change in Inventory

Opening stock
505.22 488.48
Closing stock
562.37 505.22
(57.16) (16.74)
Note 32: Employee Benefit Expense

Salaries and wages 152.51 123.31
Contribution to Provident and other funds 4.00 3.46
Social Security and Health Insurance Expenses 18.15 18.18
Staff Welfare 4.11 3.60
Total 178.78 148.54
Note 33: Finance Cost

Interest 100.04 87.31
Bank Charges 19.91 18.83
Total 119.95 106.15
157
Note 34: Depreciation and Amortization expense (` In Crores)

31 March 2017 31 March 2016
Depreciation on Tangible Assets 44.29 41.37
Amortization of Intangible Assets 4.67 3.99
Total 48.95 45.35
Note 35: Other expenses

Power & Fuel 10.02 7.01
Repairs & Maintenance -
- Machinery 5.81 6.29
- Building & Office 1.31 1.43
Insurance 4.30 2.60
Rates & Taxes 11.48 10.65
Lease Charges 7.26 5.60
Travelling & Conveyance 11.91 9.06
Service Contract Charges/ Installations/ Warranty 17.87 11.36
Motor Car Expenses 1.06 0.42
Communication Expenses 5.64 4.60
Factory Overheads 29.10 22.74
Auditor's Remuneration (including Cost audit fee) 0.78 0.68
Foreign Exchange Fluctuations 2.45 31.14
Bad Debt & Provision 0.01 0.07
Donation 1.36 0.34
Octroi & Carriage Outwards 30.45 23.24
Business Promotion 12.86 7.41
Advertising and sales promotion 86.68 53.59
Printing & Stationery 1.01 0.87
Legal & Professional 11.46 7.09
Loss on Sale of Fixed Assets 0.08 0.10
Life time credit risk on Trade receivables 0.27 0.30
Fair vale loss on Financial Assets 0.04 0.12
Miscellaneous Expenses 6.41 19.46
Total 259.61 226.16

CONSOLIDATED Notes to ACCOUNTS

36. Contingent liability not provided for (` In Crores)
31.03.2017 31.03.2016 01.04.2015
A. Claims against the company / disputed liabilities not acknowledged as debts*
a. HP State Electricity Board 0.11 0.11 0.11
b. Central Excise & Customs Matters* 3.31 3.53 0.22
c. Sale Tax Matters Nil Nil 0.84
d. Income Tax Matters (Pending Rectifications) 2.95 3.50 Nil
B. Guarantees
i) Bank Guarantees 24.56 8.59 5.95
ii) Stand by Line of Credit of Euro 3.785 million from IndusInd Bank Limited NIL NIL 19.51
given by the Company for Euro 4.00 million Term Loan facilities availed by
Lloyd Coils Europe s.r.o. a wholly owned subsidiary from SBI Paris (Euro
2.89 million as at March 31, 2015.)
iii) Stand by Line of Credit of Euro 1.25 Million from Standard Chartered Bank NIL NIL 8.44
given by the company for Euro 1 million working capital facilities availed
by Janka Engineering s.r.o. a wholly owned subsidiary from Komercni Bank
Czech Republic. (Euro 1.25 million as at March 31, 2015.)
iv) Corporate Guarantee of Euro 3 Million issued by the Company in favour of NIL 20.25 20.25
GE Money Bank, a.s. for credit facility availed by Lloyd Coils Europe s.r.o.
v) Unconditional and irrevocable Corporate Guarantee of AUD 6 Million 29.72 NIL NIL
in favour M/s Bombardier Transportation (v/Line) Australia Pty Ltd.
(“Bombardier”). This guarantee is issued as a security for the performance
of the agreement executed by Noske Kaeser Rail & Vehicles New Zealand
Limited (WOS) with the Bombardier for the manufacture and supply of
equipments by the WOS.
vi) Unconditional and irrevocable Performance Guarantee of NZD 3.8 million 17.25 NIL NIL
in favour of M/s Downer EDI Rail Pty Limited (“Downer). This guarantee
is issued as a security for the performance of the agreement executed by
Noske Kaeser Rail & Vehicles New Zealand Limited (WOS) with the Downer
for the supply of air conditioner equipment and services by the WOS.
*During the previous financial year the Company has received total demand of Rs. 46.23 Cr. under show cause notices from custom department. The
Company has made suitable reply of the same. Since there is no confirm demand, hence no provision is required.
37.
Contracts remaining to be executed NIL NIL NIL
On capital account and not provided for
38. Micro and Small Scale Business Entities

This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of information available with the Company. Accordingly,
there were no interest due on the principal amount, not there was necessity to pay interest for delayed payment in terms of
section 16 of the Micro, Small and Medium Enterprises Development Act.
159
39. Disclosure as per regulation 34 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
a) Loan given to Subsidiary and outstanding (` In Crores)
on 31.03.2017 on 31.03.2016 on 01.04.2015
Lloyd Coils Europe s.r.o. Czech Republic Subsidiary 6.02 7.72 Nil
Noske-Kaeser Rail & Vehicles, Germany GmbH Subsidiary 4.09 3.06 Nil
b) Loan taken from Subsidiary and payable (` In Crores)

on 31.03.2017 on 31.03.2016 on 01.04.2015
Lloyd Coils Europe s.r.o. Subsidiary NIL 20.99 20.99
40. Related Party Disclosures: (in which some Directors are interested)
A. Names of related parties and related party relationships
i. Wholly Owned Subsidiaries:
a. Lloyd Coils Europe s.r.o. Czech Republic
b. Janka Engineering s.r.o. Czech Republic
c. Noske Kaeser Rail & Vehicle Germany GmbH
d. Noske Kaeser US Rail & Vehicle LLC
e. Noske Kaeser Rail & Vehicles New Zealand Limited (“NK NZ”)
f. Noske-Kaeser Rail & Vehicle Australia Pty Ltd (Indirect wholly owned subsidiary through NK NZ)
g. Noske-Kaeser Empreendimentos e Participaçôes do Brasil Ltd. (Indirect wholly owned subsidiary through NK NZ)
ii. List of Key management personnel:
a. Mr. Brij Raj Punj Chairman and Managing Director
b. Mr. Bharat Raj Punj Deputy Managing Director
c. Mr. Achin Kumar Roy Whole Time Director
d. Mr. Mukat B. Sharma Whole Time Director and Chief Financial Officer
e. Mr. Nipun Singhal Whole Time Director (Resigned w.e.f. 8th May, 2017)
iii. Enterprises owned or significantly influenced by key management personnel or their relatives:
a. Fedders Electric & Engineering Ltd. (Formerly 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. Fedders Aircool Pvt. Ltd. (Formerly Lloyd Aircon Pvt. Ltd.)
h. Fedders Credits Ltd. (Formerly Lloyd Credits Ltd.)
i. Fedders IT Technology Pvt. Ltd. (Formerly Lloyd IT Technology Pvt. Ltd.).
j. Fedders Sales Pvt. Ltd. (Formerly Lloyd Sales Pvt. Ltd.)
k. Fedders Manufacturing Pvt. Ltd. (Formerly Lloyd Manufacturing Pvt. Ltd.)
l. Fedders Infotech (India) Pvt. Ltd. (Formerly Lloyd Infotech (India) Pvt. Ltd.)
m. Fedders Stock & Investments Pvt. Ltd. (Formerly 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
t. Brij Raj Punj(HUF)

B. Transactions during the period with Related Parties are as under: (` In Crores)
Name of Related Party 2016-17 2015-16
Fedders Electric & Engineering Ltd. (Formerly Fedders Lloyd Corporation Ltd.)
Sales of Goods 11.66 10.61
Fedders Infotech (India) Pvt. Ltd. (Formerly Lloyd Infotech (India) Pvt. Ltd.)
Services Received 39.64 14.01
Fedders Manufacturing Pvt. Ltd. (Formerly Lloyd Manufacturing Pvt. Ltd.)
Perfect Radiators and Oil Coolers Pvt. Ltd.
Rent Paid 1.09 Nil
Security Deposit 8.08 Nil
Pandit Kanahaya Lal Punj Pvt. Ltd.
Rent Paid 0.53 0.47
Himalayan Mineral Waters Pvt. Ltd.
Fedders Stock & Investment Pvt. Ltd. (Formerly Lloyd Stock & Investment Pvt. Ltd.)
Fedders Credits Ltd. (Formerly Lloyd Credits Ltd.)
Pandit Kanahaya Lal Punj Trust
Donation 1.36 0.34
Fedders Aircool Pvt. Ltd. (Formerly Lloyd Aircon Pvt. Ltd)
Security Deposits 3.95 1.75
Subsidiary Companies
Interest paid on Loan taken 0.17 0.87
Loan given during the year NIL 7.72
Sale of Goods NIL 0.05
Exhibition Expenses NIL NIL
Others NIL NIL
Noske-Kaeser Rail & Vehicle Germany GmbH
Loan given during the year 1.04 3.06
Noske Kaeser Rail & Vehicles New Zealand Limited
Key Management Personnel
Managerial Remuneration Paid
-Mr. Brij Raj Punj 0.78 0.72
-Mr. Bharat Raj Punj 0.63 0.58
-Mr. Achin Kumar Roy 1.66 1.10
-Mr. Mukat B. Sharma 0.49 0.45
-Mr. Nipun Singhal 1.05 1.04
161
41. Additional Information
Basic & Diluted Earnings per Share: Earnings per share have been computed as under:
(` In Crores)
Profit after Taxation 70.34 42.41
Number of Equity Shares 40,332,260 36,205,260
Basic Earnings Per Share 17.44 11.71
(Face Value Rs.10 per share)
Diluted Earnings Per Share 17.44 10.26*
(Face Value Rs.10 per Share)
*Assuming full conversion of remaining 51,15,000 convertible warrants issued on 13.03.2015 on preferential basis as per SEBI (ICDR) Regulations, 2009
42. Segment Information

A. Primary Segment Reporting (Business Segment)
During the year the Company had following Business segments as its primary reportable segments
a. Consumer Durables (please refer note 46)
b. OEM & Packaged Air-conditioning
c. Heat Exchangers & Components
Segment Revenues, Results and Other Information:
I. Segment Revenue
iv. Wholly Owned subsidiaries 344.42 332.69
Sub:- Total (i+ii+iii) 3769.82 3160.67
Less:- Inter Segment Revenue 411.58 441.29
Net Sales/Income from Operations 3358.24 2719.38
II. Segment Results
(PROFIT (+)/LOSS(-))
iv. Wholly Owned subsidiaries (13.63) (13.84)
Sub:- Total (i+ii+iii) 233.14 223.73
Less:- i. Finance Cost 119.95 106.15
ii. Other un-allocable expenditure net of un-allocable Income 8.91 7.00
iii. Exceptional Items - 45.80
Operating Profit before tax 104.28 64.78
III. Segment Assets* - -
IV. Segment Liabilities* - -
*As certain assets of the Company including manufacturing facilities are often deployed interchangeably across segments, it is impractical to allocate
these assets and liabilities segment wise.
B. Information pertaining to Geographical Segment:

Sale of Products
Within India 2,903.22 2,296.18
Outside India 455.02 423.20
Total 3,358.24 2,719.38

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.
43. Capital Management

For the purposes of Company’s capital management, Capital includes equity attributable to the equity holders of the Company
and all other equity reserves. The Company manages its capital to ensure that the company will be able to continue as going
concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital
structure of the Company consists of net debt (borrowings offset by cash and bank balances) and total equity of the company.
The Company reviews the capital structure of the Company on a semi-annual basis. As part of this review, the company considers
the cost of capital and the risks associated with each class of capital. The Company monitors capital using gearing ratio, which is
net debt divided by total capital plus net debt.
(` In Crores)
31.03.2017 31.03.2016 01.04.2015
Debt 1,161.06 1,097.04 904.93
Cash and bank balances 94.04 69.73 63.49
Net debt 1,067.02 1,027.31 841.44
Total equity 900.41 783.12 758.16
Equity and net debt 1,967.43 1,810.43 1,599.60
Gearing ratio (Net Debt/Capital and Net Debt) 54.23% 56.74% 52.60%
44. Financial Instruments

a) Financial instruments by category
Financial Assets As at As at As at
31.03.2017 31.03.2016 01.04.2015
a) cash and cash equivalent including bank balance 98.27 74.71 64.65
b) Loan 4.35 4.78 3.60
c) Other financial assets 0.23 0.25 0.37
d) Trade receivable 759.85 674.22 523.74
Fair value through Other Compressive Income
Investment in equity Instrument 2.38 1.59 2.14
Total 865.08 755.55 594.50
Financial liabilities
a) Borrowing 80.42 130.36 161.56
b) Short term borrowing 1,080.64 966.69 743.37
c) Trade payable 185.51 178.13 148.02
d) Other financial liability 29.93 26.74 6.37
Sub total 1,376.50 1,301.92 1,059.32
Fair value through profit and loss
Forward contracts 1.55 0.28 -
Total 1,378.05 1,302.20 1,059.32
163
b) Fair value measurement of financial assets and financial liabilities

(` In Crores)
Particulars Fair value as at Fair value Valuation technique(s) and key input(s)
hierarchy
As at As at As at
31.03.2017 31.03.2016 01.04.2015
Financial Assets
Security deposit 2.80 3.24 2.76 Level 2 Discounted cash flow at a discount rate
that reflects the company's current
borrowings rate at the end of reporting
period.
Investment in 2.38 1.59 2.14 Level 1 Based on quoted market price in active
equity markets.
Borrowing 80.42 130.36 161.56 Level 2 Discounted estimated cash flow through
the expected life of the borrowings.
Forward contracts 1.55 0.28 - Level 1 Based on quoted price for similar assets
and liabilities in active markets.
c) The fair values of current debtors, bank balances, current creditors and current borrowings are assumed to approximate their
carrying amounts due to the short-term maturities of these assets and liabilities.
(` In Crores)
Particulars Carrying value
As at As at As at
31.03.2017 31.03.2016 01.04.2015
i) Financial assets - Current
Trade receivables 759.85 674.21 523.74
Cash and Bank balances 98.27 74.71 64.65
Loans 1.54 1.54 0.85
Other Financial assets 0.03 0.02 0.04
ii) Financial liabilities - Current
Trade payables 185.51 178.13 148.02
Other Financial liabilities (other than current maturity of long term 31.48 27.03 6.37
borrowings)
45. Financial risk management objectives and policies
The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The
main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include
loans, trade and other receivables and cash and cash equivalents that are derived directly from its operations.
The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company is
exposed to market risk, credit risk and liquidity risk. The company’s focus is to foresee the unpredictability of financial markets
and seek to minimize potential adverse effects on its financial performance.
The Board of Directors reviews and agrees policies for managing each of these risks which are summarized as below :
a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as
equity price risk and commodity price risk.

i) Currency rate risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates
primarily to the Company’s operating activities (when revenue or expense is denominated in foreign currency). The
Company holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the
risk of changes in exchange rates on foreign currency exposures. The exchange rate between the rupee and foreign
currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently,
the results of the Company’s operations are adversely affected as the rupee appreciates/ depreciates against these
currencies.
Derivative financial instruments
The Company holds derivative financial instruments such as foreign currency forward and option contracts to mitigate
the risk of changes in exchange rates on foreign currency exposures. The counter party for these contracts is generally
a bank or a financial institution. These derivative financial instruments are valued based on quoted prices for similar
assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
Nominal amount of derivative contracts entered into by the Company and outstanding as on 31st March, 2017 is
Rs.72.37 Crores (Previous year Rs.7.58 Crores) Category wise breakup is given below:
(` In Crores)
S. No. Particulars As at As at
March 31, 2017 March 31, 2016
1. Forward Contract 72.37 7.58
2. Currency Swap NIL NIL
3. Interest Rate Swap NIL NIL
4 Option NIL NIL
ii) Interest rate risk
Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to
the Company’s long term debt obligation at floating interest rates. The Company’s borrowings outstanding as at
March 31, 2017 comprise of fixed rate loans and accordingly, are not expose to risk of fluctuation in market interest
rate.
iii) Commodity price risk
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing
manufacture of industrial and domestic air conditioners and therefore require a continuous supply of copper and
Aluminium being the major input used in the manufacturing. Due to the significantly increased volatility of the price
of the Copper and aluminium, the Company has entered into various purchase contracts for these material for which
there is an active market. The Company’s Board of Directors has developed and enacted a risk management strategy
regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering
into the contract for the purchase of these material based on average price of for each month.
b) Credit Risk
Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract,
leading to a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables.
Trade receivables are typically unsecured and are derived from revenue earned from customers.
Customer credit risk is managed subject to the Company’s established policy, procedures and control relating to customer
credit risk management. Credit quality of a customer is assessed based on an extensive credit rating score card and individual
credit limits are defined in accordance with this assessment.
165
Trade receivables may be analyzed as follows:

(` In Crores)
Age of receivables As at As at As at
31.03.2017 31.03.2016 01.04.2015
0-90 days past due 563.55 408.77 377.92
90-180 days past due 190.39 256.76 136.47
More than 180 days past due 7.62 10.13 10.50
Sub Total 761.56 675.66 524.89
Less: Allowance for expected Credit Loss on Trade Receivable 1.71 1.44 1.15
Total 759.85 674.22 523.74
An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method based on
provision matrix.
Remeasurement (gain)/ loss recognized in other comprehensive income

(` In Crores)
Movement in the expected credit loss allowance As at As at
31.03.2017 31.03.2016
Balance at beginning of the year 1.44 1.15
Movement in expected credit loss allowance on trade receivables calculated at 0.27 0.29
lifetime expected credit losses
Balance at end of the year 1.71 1.44
c) Liquidity Risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time. The Company’s
objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company
closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of
financing through the use of short term bank deposits and cash credit facility. Processes and policies related to such risks
are overseen by senior management. Management monitors the Company’s liquidity position through rolling forecasts on
the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it
to be low.
The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with
agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the company can be required to pay.
(` In Crores)
Borrowings 11.29% 29.43 52.00 81.43 80.42
Short term borrowings 1,080.64 - 1,080.64 1,080.64
Trade payable 185.51 - 185.51 185.51
Total 1,327.06 52.00 1,379.06 1,378.05
Contd....

(` In Crores)
Borrowings 11.29% 40.44 91.64 132.08 130.36
Trade payable 178.13 - 178.13 178.13
Total 1,212.29 91.64 1,303.93 1,302.21

As at 1 April, 2015
Borrowings 11.29% 55.37 108.55 163.92 161.56
Trade payable 148.02 - 148.02 148.02
Total 953.13 108.55 1,061.68 1,059.32
46. Events occurring after balance sheet date

The Company has sold its Consumer Durable Business comprising of business of importing, trading, marketing, exporting,
distribution, sale of air conditioners, televisions, washing machines and other household appliances and assembling of televisions
under the brand “LLOYD” and all of the rights, title, interest and assets, licenses, continuing employees of the said business,
intellectual property including the brand, logo, trade mark “LLOYD” as a going concern on slump sale basis to Havells India Ltd. on
May 08, 2017 at an enterprise value of Rs.1,550 Crores on a debt free cash free basis.
With effect from the closing date all assets/interest/rights etc. including continuing employees of the consumer durable business
got transferred to Havells India Ltd. pursuant to the agreement entered with it.
The sale of the consumer durable business will not have any impact on the Company’s existing B2B air conditioning business as
the Company has not sold any of its manufacturing facility as the part of the aforesaid transaction and the Company shall continue
with its existing business of manufacturing of air conditioners as OEM suppliers for other brands, packaged air conditioning for
railways and heat exchanger business, which are its core competencies.
Pursuant to the transaction, the Company has also changed its name to ‘LEEL Electricals Ltd.’ which was duly approved by the
Central Government on May 23, 2017.
47. Dividend Paid and Proposed
(` In Crores)
Particulars 31.03.17 31.03.16
Dividend declared and paid during the year:
Final Dividend paid 4.71 4.59
Corporate Dividend Tax on Final Dividend 0.96 0.92
5.67 5.51
Proposed Dividends on equity shares:
Special dividend (One time dividend) 80.66 0.00
Corporate Dividend Tax on Special dividend 16.42 0.00
Final Dividend for the year ended March 31, 2017 6.05 4.71
Corporate Dividend Tax on Proposed Dividend 1.23 0.96
104.36 5.67
167
48. During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R.
308(E) dated 31st March, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from
8th November, 2016 to 30th December, 2016, the denomination wise SBNs and other notes as per the notification is given below.
(` In Crores)
Particulars SBNs ODNs Total
Closing cash on hand as on 08 Nov 2016 0.29 0.24 0.53
(+) Permitted receipts - 0.26 0.26
(-) Permitted payments - 0.26 0.26
(-) Amounts Deposited in Banks 0.29 0.00 0.29
Closing cash on hand as on 30 Dec 2016 0.00 0.24 0.24
49. Income Tax

Income Tax Expense in the Statement of Profit and Loss Comprises
(` In Crores)
Particulars 31.03.17 31.03.16
Current Income Tax Charge 36.92 17.64
MAT Credit Adjustment - 6.94
Deferred Tax
Relating to origination and reversal of temporary differences (2.63) (1.51)
Income tax Expense reported in the statement of profit & loss 34.29 23.07
Re-measurement (gains)/losses on defined benefit plan 0.23 -
Income tax related to items recognized in OCI during the year 0.23 -
50. Disclosures as required by Indian Accounting Standard (Ind As 101) first time adoption of Indian Accounting Standard:
These are Company’s first financial statements prepared in accordance with IND AS. The accounting policies set out in Note
2 have been applied in preparing the financial statements for the year ended 31st March, 2017, the comparative information
presented in these financial statements for the year ended 31st March, 2016 and in the preparation of an opening Ind As balance
sheet as at 1st April, 2015 (the Company’s date of transition). In preparing its opening IND AS balance sheet, the company has
adjusted the amounts reported previously in financial statements prepared in accordance with accounting standards notified
under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (Indian GAAP). An
explanation of how the transition from previous GAAP to IND AS has affected the financial position & financial statements is set
out in following notes.
A) Reconciliations of Balance Sheet as at 31st March 2016 and 1st April 2015
(` In Crores)
Particulars Ref As at 31 March 2016 As at 1 April 2015
Assets
Non-Current assets
Property, Plant and Equipment j 411.83 - 411.83 402.30 (0.89) 401.41
Capital Work in Progress 6.70 - 6.70 7.69 - 7.69
Other Intangible Assets 9.34 - 9.34 8.15 - 8.15
Financial Assets
(i)Investments c,g 4.15 (2.56) 1.59 2.14 (0.01) 2.13
(ii) Loans b 3.90 (0.66) 3.24 3.40 (0.64) 2.76
(iii) Other Financial assets 0.23 - 0.23 0.33 - 0.33
Other Non Current Assets b 0.14 0.01 0.15 5.46 (4.17) 1.29
436.29 (3.21) 433.08 429.47 (5.71) 423.76
Current Assets
Inventories 938.93 - 938.93 772.34 - 772.34
Contd...

(` In Crores)
Particulars Ref As at 31 March 2016 As at 1 April 2015
Financial Assets
(i) Trade Receivables d 675.66 (1.44) 674.22 524.89 (1.15) 523.74
(ii) Cash and Cash equivalents 69.73 - 69.73 63.49 - 63.49
(iii) Bank balance other than (ii) above 4.98 - 4.98 1.16 - 1.16
(iv) Loans 1.54 - 1.54 0.85 - 0.85
(v) Other Financial assets 0.02 - 0.02 0.04 - 0.04
Current Tax Assets (Net) 15.79 - 15.79 24.41 - 24.41
Other Current Assets j,b 83.46 0.01 83.47 101.18 0.91 102.09
1,790.11 (1.43) 1,788.68 1,488.36 (0.24) 1,488.12
Total 2,226.40 (4.64) 2,221.76 1,917.83 (5.95) 1,911.88

Equity
Equity Share Capital 36.21 - 36.21 35.33 - 35.33
Other Equity 744.70 2.21 746.91 721.25 1.58 722.83
780.91 2.21 783.12 756.58 1.58 758.16
(i) Borrowings a 91.64 (1.73) 89.91 108.55 (2.35) 106.20
Provisions 2.90 - 2.90 3.08 - 3.08
Deffered Tax Liabilities h,i 8.60 0.26 8.86 9.20 0.33 9.53
103.14 (1.47) 101.67 120.83 (2.02) 118.81
Current Liabilities
(i) Borrowings 966.69 - 966.69 743.37 - 743.37
(ii) Trade payables 178.13 - 178.13 148.02 - 148.02
(iii) Other Financial Liabilities f 67.19 0.28 67.47 61.74 - 61.74
Other Current Liabilities 99.16 - 99.16 57.59 - 57.59
Short Term Provisions e 15.55 (5.66) 9.89 10.62 (5.51) 5.11
Current Tax Liabilities (Net) 15.63 - 15.63 19.08 - 19.08
1,342.35 (5.38) 1,336.97 1,040.42 (5.51) 1,034.91
Total 2,226.40 (4.64) 2,221.76 1,917.83 (5.95) 1,911.88
Note: The previous GAAP figures have been reclassified to conform to IND AS presentation requirements for the purposes
B) Reconciliation of Total Comprehensive Income for the year ended 31st March 2016
(` In Crores)
Particulars Ref Indian GAAP As per
GAAP Adjustments IND AS
Revenue from operations k, l 2,715.22 5.10 2,720.32
Other income b 8.99 0.10 9.09
Total Income 2,724.21 5.20 2,729.41
Expenses:
Cost of materials consumed 1,914.64 - 1,914.64
Purchases of stock-in-trade 142.74 - 142.74
Changes in inventories of finished goods work-in-progress and (16.74) - (16.74)
stock-in-trade
Contd...
169
(` In Crores)
Particulars Ref Indian GAAP As per
GAAP Adjustments IND AS
Excise duty on Sale k - 51.98 51.98
Employee benefits expense 148.54 - 148.54
Finance costs a 105.52 0.62 106.14
Depreciation and amortization expense g 46.38 (1.03) 45.35
Other expenses b,c,d,f,l 272.22 (46.06) 226.16
Total expenses 2,613.30 5.51 2,618.81
Profit before exceptional items and tax 110.91 (0.31) 110.60
Exceptional items
Insurance Claims Written Off 45.80 - 45.80
Profit before tax 65.11 (0.31) 64.80
Tax expense:
(1) Current tax 17.65 - 17.65
(2) Deferred tax i (1.44) (0.07) (1.51)
(3) MAT Credit Entitlement 6.94 - 6.94
Profit (Loss) for the period 41.95 (0.24) 41.71
Items that will not be reclassified to profit or loss
Fair value of Investment c 0.71 0.71
Total Comprehensive Income for the period 41.95 0.47 42.42
Note: The previous GAAP figures have been reclassified to conform to IND AS presentation requirements for the purposes of this note.
C. Reconciliation of equity as at 31st March 2016 and 1st April 2015 between previous GAAP and IND AS:
(` In Crores)
Particulars Ref As at As at
31.03.2016 01.04.2015
Total equity reported under Previous GAAP 780.91 756.57
Loan recognized at amortized cost using effective rate of interest a 1.73 2.35
Fair value of financial assets at amortized cost b (0.64) (0.61)
Fair value of investment through OCI c 0.60 (0.01)
Expected credit loss on trade receivables d (1.44) (1.14)
Reversal of proposed dividend and recognition in the year of declaration and payment e 5.66 5.51
MTM of forward contract f (0.28) -
Other adjustments g 1.03 -
Deferred tax liability on land revaluation h (0.12) (0.12)
Impact of deferred tax on IND AS impact i (0.14) (0.21)
Adjustment on consolidation n (4.19) (4.19)
Net IND AS adjustments 2.21 1.58
Total Equity under IND AS 783.12 758.15
Notes to the reconciliation of Balance Sheet as at 1st April, 2015 and 31st March, 2016 and the total comprehensive income for the
year ended 31st March, 2016.
a) Loan recognized at amortized cost using effective rate of interest

Under the previous GAAP, transaction costs incurred in connection with borrowings are amortized upfront and charged to profit
or loss for the period. Under IND AS, transaction costs are included in the initial recognition amount of financial liability and
charged to profit or loss using the effective interest method.

b) Fair value of financial assets at amortized cost

i) Security deposits (Refundable on completion of lease term)
Under the previous GAAP, interest free security deposits (that are refundable in cash on completion of lease term) are
recorded at their transaction value. Under IND AS all financial assets are required to be recognized at fair value. Accordingly
the Company has fair valued the security deposit retrospectively. Difference between the transaction value and fair value is
recognized as prepaid rent as on the date of transition and thereafter recognized at amortized cost.
ii) Interest free retention money (Refundable on completion contract)

Under the previous GAAP, interest free retention money (that are refundable in cash on completion of lease term) are
recorded at their transaction value. Under IND AS all financial assets are required to be recognized at fair value. Accordingly
the Company has fair valued the retention money. Difference between the transaction value and fair value is recognized in
retained earnings as on the date of transition and thereafter recognized at amortized cost.
c) Fair value of investment through OCI

Under the previous GAAP, investments are recorded at their transaction value. Under IND AS all investment are required to be
recognized at fair value. Accordingly the company has fair valued the investment at each balance sheet date based on quoted
market price in active market. Difference between the transaction value and fair value is recognized in other comprehensive
income.
d) Expected credit loss on trade receivables
Under the previous GAAP, allowances on trade receivables are required to be recognized based on actual doubtful debt. Under
IND AS, life time expected credit losses are required to be recognized based on its historically observed default rates over the
expected life of trade receivable.
e) Reversal of proposed dividend and recognition in the year of declaration and payment
Under the previous GAAP, proposed dividend including corporate dividend tax (CDT), are recognized as liability in the period to
which they relate, irrespective of when they are declared. Under IND AS, proposed dividend is recognized as liability in the period
in which it is declared by the Company, usually when approved by the shareholders in a general meeting or paid.
f) MTM of forward contract
Under IND AS, any gains or losses arising from changes in the fair value of derivatives are recognized directly in profit or loss and
corresponding assets and liabilities have been recognized.
g) Other adjustments
Under IND AS, transaction costs incurred are included in the initial recognition amount of Investment.
h) Deferred tax liability on land revaluation
Under the previous GAAP, deferred tax is calculated using the income statement approach. Under IND AS, deferred tax are
required to be recognized on land revaluation as at 1 April 2015 related to the earlier land revaluations.
i) Deferred tax
Under the previous GAAP, deferred tax is calculated using the income statement approach, which focuses on difference between
taxable profits and accounting profits for the period. IND AS 12-“ Income tax” requires entities to account for deferred taxes using
the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the
balance sheet and its tax base
j) Assets held for sale
Under IND AS 105, “Non-current assets held for sales and discontinued operation” requires assets to be identified as held for
sales if carrying amount will be recovered principally through sale transaction rather than continuing use and sale is considered
highly probable. Consequently land held for sales have been presented separately from property plant and equipment. There is
no impact on total equity and profit as a result of this adjustment.
k) Excise duty
Under the previous GAAP, revenue from sale to goods was presented exclusive of excise duty. Under IND AS revenue from sales of
goods is presented inclusive of excise duty. Excise duty paid is presented on face of statement of profit and loss account as a part
of expense.
171
l) Cash discount
Under the previous GAAP, cash discount was presented under other expenses. Under IND AS revenue from sales of goods is
recognized at fair value of consideration expected to be received. Accordingly revenue for the year ended March 31, 2016 is
presented net of cash discount.
m) Statement of cash Flows

The transition from Indian GAAP to IND AS has not had a material impact on the statement of cash flows.
51. Additional information, as required under Schedule III to the Companies Act, 2013 pertaining to the Parent Company and
Subsidiaries:
(` In Crores)
Name of the Enterprise Net Assets Share in Profit or Loss Share in Other Share in total
(Total Assets – Total Comprehensive Comprehensive
Liabilities) Income (OCI) Income (TCI)
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
Consolidated total Profit OCI TCI
Net Assets or Loss
Parent:
LEEL Electricals Ltd. 102.33 921.35 121.65 85.14 100.00 0.35 121.54 85.49
Foreign Subsidiaries
Lloyd Coils Europe s.r.o. 7.81 70.31 (0.24) (0.17) - - (0.24) (0.17)
Janka Engineering s.r.o. (0.78) (7.06) (14.97) (10.48) - - (14.90) (10.48)
Noske Kaeser Rail & Vehicle 0.29 2.58 (0.41) (0.29) - - (0.41) (0.29)
Germany GmbH
Noske Kaeser Rail & Vehicles 1.50 13.55 0.46 0.32 - - 0.45 0.32
New Zealand Limited#
Adjustment arising out of (11.14) (100.32) (6.47) (4.53) - - (6.44) (4.53)
consolidation
Total 100.00 900.41 100.00 69.99 100.00 0.35 100.00 70.34
* Noske Kaeser US Rail & Vehicle LLC is yet to commence its operations and hence, not considered for the purpose of consolidation.
# The financials of Noske Kaeser Rail & Vehicles New Zealand Limited are consolidated financials and includes financials of its two step down
subsidiaries viz; Noske-Kaeser Rail & Vehicle Australia Pty Ltd. and Noske-Kaeser Empreendimentos e Participaçôes do Brasil Ltda.
For other details w.r.t. subsidiaries please refer Note 2.4 of the Consolidated Financial Statements.
52. Figures relating to April 1, 2015 (date of transition) has been regrouped/reclassified wherever necessary to make them comparable
with the current year figures.
53. Notes ‘1’ to ‘52’ form an integral part of accounts and are duly authorized.
As per our Report of even date attached For and on behalf of the Board


Dated:-30.05.2017 (FCS 7373) (DIN:00058581)

Form AOC- 1
(Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
(` In Crore)
Name of the Subsidiary Lloyd Coils Janka Noske Kaeser Noske Kaeser Rail
Europe s.r.o. Engineering Rail & Vehicle & Vehicles New
s.r.o. Germany GmbH Zealand Limited.
S.No. Reporting Period March 31, 2017 March 31, 2017 March 31, 2017 March 31, 2017
1 Reporting Currency CZK CZK EURO NZD
2 Exchange Rate 2.57 2.57 69.25 45.40
3 Share Capital 46.15 38.57 2.49 14.94
4 Reserves and Surplus 24.15 (45.63) 0.08 (1.39)
5 Total Assets 134.73 47.80 14.47 27.03
6 Total Liabilities 64.43 54.86 11.90 13.48
7 Investments - - - -
8 Turnover 217.64 76.53 30.97 30.96
9 Profit before taxation (0.02) (10.48) (0.11) 0.45
10 Provision for taxation 0.15 - 0.18 0.13
11 Profit after taxation (0.17) (10.48) (0.29) 0.32
12 Proposed Dividend - - - -
13 % of shareholding 100% 100% 100% 100%
Notes:
1. NoskeKaeser US Rail & Vehicle LLC, wholly owned subsidiary, is yet to commence its operations.
2. The financials of NoskeKaeser Rail & Vehicles New Zealand Limited are consolidated financials and includes financials of its two
step down subsidiaries viz; Noske-Kaeser Rail & Vehicle Australia Pty Ltd. and Noske-Kaeser Empreendimentos e Participaçôes do
Brasil Ltda.
3. There is no subsidiary which has been liquidated or sold during the year.
4. For other details w.r.t. subsidiaries please refer Note 2.4 & 51 of the Consolidated Financial Statements.
5. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. Hence, Part B is not applicable.

For and on behalf of the Board

Whole Time Director & CFO Whole Time Director &
(DIN:02942036) Chairman of the Meeting
(DIN:01475456)

Dated:-30.05.2017 (FCS 7373) (DIN:00058581)
173
NOTES

NOTES
175
NOTES

Engineering Smiles...
Enriching Lives...
(Formerly Lloyd Electric & Engineering Limited)
CIN: L29120UP1987PLC091016
Corp. Off.: 159, Okhla Industrial Estate, Phase-III, New Delhi-110020 (INDIA)
Ph: 91-11-40627200-300, Fax: 91-11-41609909
Website: www.leelelectric.com, E-mail: investor.relation@leelelectric.com

Leel Annual Report 2016-2017

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Leel Annual Report 2016-2017

Uploaded by

Copyright:

Available Formats

ANNUAL REPORT

LEEL Electricals Limited

“Creating a Sustainable Future”

Key Financial Highlights 2

Corporate Social Responsibility 13

Board's Report & its Annexures 21

Management Discussion & Analysis Report 47

Report on Corporate Governance 55

Standalone Financial Statements

Independent Auditors' Report 76

Consolidated Financial Statements

Independent Auditors' Report 124

Form AOC-1 173

ANNUAL REPORT 2016-17

BOARD OF DIRECTORS BANKERS MANUFACTURING PLANTS

Mr. Brij Raj Punj State Bank of India Domestic

Key Financial Highlights

Standalone Financial Trends

Profit After Tax (` in Crores) Earning Per Share (In `)

2 Annual Report 2016-17

State of Art Manufacturing Facilities...

Hair pin bender

Window AC assembly line Bhiwadi plant

State of Art Manufacturing Facilities...

Electrical panel for Metro Rail HVAC

4 Annual Report 2016-17

State of Art Manufacturing Facilities...

Vertical milling center

State of Art Manufacturing Facilities...

Fin making machine

Psychometric test lab Helium leak detector

6 Annual Report 2016-17

Split and Window type air-conditioners

Dry air cooler Heat exchanger

Roof mounted packaged units for Railways

Dry coolers Heat Exchanger

8 Annual Report 2016-17

Overseas manufacturing facilities...

Lloyd Coils Europe s.r.o.

Evaporator Evaporator Coil

CEBI Expander Fan condenser Stainless steel Coil

Overseas manufacturing facilities...

Janka Engineering s.r.o.

Centrifugal fan RSH transfer V-belts Air handling unit

10 Annual Report 2016-17

Overseas manufacturing facilities...

Noske Kaeser New Zealand Faciity

Presentation of rail systems at innotrans trade fair

ISH trade fair in Frankfurt, Germany Chillventa fair in Nuremberg, Germany

12 Annual Report 2016-17

OUR FOCUS AREAS

for girls. The PKLP Schools strive to provide modern infrastructure

At present, the Trust is running two PKLP Schools at

Value Education: In PKLP Schools, we follow Xseed’s 5 step

The teachers of the schools are provided regular training for

Co-Scholastic Activities: The Schools regularly organize activity

14 Annual Report 2016-17

mother’s orientation programme and visit to National Park, Police

A visit to hospital was also organized by the Schools, to make

The children of PKLP School, Maneri, Jabalpur were taken on an

There is no tool for development more effective than the

At LEEL, we believe that with equal access to education, training

Health Check ups

16 Annual Report 2016-17