Dear Shareholders,
Your Directors present the 69th Report of Board of Directors on the business and
operations of Fedders Electric and Engineering Limited ("Company") together with
its Audited financial statements for the financial year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE
The financial performance of the Company during the year under review is summarized
below:
(Amount in crores)
| Particulars |
Standalone |
|
For the year ended 31st March, 2025 |
For the year ended 31st March, 2024 |
| Revenue from Operations |
424.49 |
525.30 |
| Other Income |
29.51 |
39.17 |
| Total Income |
454.00 |
564.77 |
| Total Expenses |
416.36 |
477.69 |
| Profit/(Loss) before Tax & Exceptional Item |
37.64 |
87.08 |
| Add: Exceptional Item |
1.28 |
1.47 |
| Less: Prior Period Expenses |
0.04 |
- |
| Profit/(Loss) before Tax |
38.88 |
88.55 |
| Tax Expenses: |
|
|
| Current Tax |
- |
- |
| Deferred Tax |
- |
- |
| Profit/(Loss) after Tax |
38.88 |
88.55 |
2. STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS
During the year under review, the total revenue from operations of your Company for the
financial year ended 31st March, 2025 stood at Rs. 424.49 Crore as against the revenue of
Rs. 525.30 Crore earned in the previous year ended on 31st March, 2024. The Company earned
Profit of Rs. 38.88 Crores for the year ended 31st March, 2025 in comparison with the
profit of Rs. 88.55 Crores in the previous year ended on 31st March, 2024. At present,
Company is completing its existing projects and most of its plants are non-operational,
the new Management is making best endeavors to re-start the operations of the Company.
3. SHARE CAPITAL
The Capital Structure of the Company is as follows:
During the year under review, the Authorized Share Capital of the Company stood
at 70,00,00,000 (Rupees Seventy Crore only) comprising 3,00,00,000 Equity Shares of 10/-
each and 4,00,00,000 0.5% Redeemable Non-Convertible Cumulative Preference Shares of face
value of 10/- each. Further, pursuant to members' approval, the Authorized Share
Capital of the Company was increased to 95,00,00,000 (Rupees Ninety-Five Crore only)
comprising 3,00,00,000 Equity Shares of 10/- each and 6,50,00,000 0.5% Redeemable
Non-Convertible Cumulative Preference Shares of face value of 10/- each.
During the year under review, the Issued, Subscribed and Paid-up Equity Share
Capital remained unchanged at 3,00,00,000 Equity Shares of 10/- each. During the year
under review, the Issued, Subscribed and Paid-up Preference Share Capital increased
from 2,04,00,000 Preference Shares by 3,78,62,500 Preference Shares, resulting in a total
of 5,82,62,500 0.5% Redeemable
Non-Convertible Cumulative Preference Shares of face value of 10/- each.
Accordingly, as on the date of this Report, the Issued, Subscribed and Paid-up Capital
of the Company is: 3,00,00,000 Equity Shares of 10/- each; and 5,82,62,500 0.5% Redeemable
Non-Convertible Cumulative Preference Shares of 10/- each.
4. DIVIDEND
In view of conservation of profits, the Board of Directors does not recommend any
dividend for the financial year2024-25.
5. TRANSFER TO RESERVES
During the financial year 2024-25, Company has not transferred any amount to the
General Reserves.
6. DEPOSITS
During the year under review, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the rules made there under.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 152(6) of the Companies Act, 2013, Mr.
Vishal Singhal (DIN: 03518795), who retires from the office by rotation in terms of
Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for
re-appointment. The Board recommends his re-appointment. During the year under review, Mr.
Ankit Mittal (DIN: 07092296) was appointed as Executive Director with effect from October
5, 2024, and ceased to hold office on December 19, 2024. He was subsequently re-appointed
as Executive Director on April 4, 2025, and his appointment was regularised by the Members
at the Extra-Ordinary General Meeting held on July 1, 2025, for a term of five years.
8. DECLARATION BY INDEPENDENT DIRECTORS
As required under Section 149(7) of the Companies Act, 2013 read with Schedule IV of
Companies Act 2013, the Company has received a confirmation/declaration from each of the
Independent Directors stating that they meet the criteria of independence. The following
Non-Executive Directors of the Company are independent in terms of Section 149(6) of the
Companies Act, 2013, and the Listing Regulations:
1. Mr. Anil Kumar Kaushik 2. Mr. Sanjeev Kumar Singhal 3. Mrs. Seema Rastogi
9. COMPANY'S POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under section 178(3) of the Act are available on the website of the
Company www.imcapitals.com/fedders-electric-engineering/.
10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has a practice of conducting familiarization programmes for its Independent
Directors, the details of which are available on the website of the Company.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Directors
hereby confirms that: in preparation of Annual Accounts, the applicable Accounting
Standards have been followed and there has been no material departure. they have 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 of the Company for the
financial year; they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities. they have prepared the annual accounts on a going concern basis. they have
laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively. they have devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on the date of this Report, the Company does not have any Subsidiary, Associate or
Joint Venture Company. Consequently, the disclosure in Form AOC-1 is not applicable
for the financial year under review. (Annexure – 1)
13. STATUTORY AUDITORS
In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s.
Rajiv Malhotra & Associates, Chartered Accountants (ICAI Firm Registration No.
021479N) were re-appointed as Statutory Auditors of the Company for a term of five
years from the conclusion of the 64th Annual General Meeting ("AGM") until the
conclusion of the 69th AGM to be held for the financial year 2024 25.
Subsequently, M/s. Rajiv Malhotra & Associates, Chartered Accountants,
tendered their resignation vide letter dated November 14, 2024, citing
pre-occupation with other assignments, time constraints, and limited manpower as reasons
for their inability to continue as Statutory Auditors of the Company.
To fill the resulting casual vacancy, the Board of Directors, at its meeting held on December
17, 2024, appointed M/s. O. Aggarwal & Co., Chartered Accountants (Firm
Registration No. 005755N) as Statutory Auditors of the Company for the financial year
2024 25. The said appointment was duly approved by the shareholders at the Extra-Ordinary
General
Meeting held on January 16, 2025.
The Board of Directors, based on the recommendation of the Audit Committee, now
proposes the re-appointment of M/s.
O. Aggarwal & Co., Chartered Accountants (Firm Registration No. 005755N) as
Statutory Auditors of the Company for a term of five consecutive years commencing
from the conclusion of this Annual General Meeting until the conclusion of the 74th
Annual General Meeting. Necessary resolution for their re-appointment forms part of
the Notice convening the Annual General Meeting.
14. INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules
framed thereunder, your Company has appointed M/s. Punam Gupta & Associates, Chartered
Accountants, as the Internal Auditors of the Company for Financial year 2024-25 and takes
their suggestions and recommendations to improve and strengthen the internal control
systems.
15. AUDITORS' REPORT
The Auditor Report for the financial year ended 31st March, 2025 contains various
qualifications and observation, Audit Report attached herewith which forms part of the
Annual Report.
Management Reply
Fedders Electric and Engineering Limited went into Corporate Insolvency Resolution
Process under the provisions of the Insolvency and Bankruptcy Code, 2016
("Code") in terms of order passed by the Hon'ble National Company Law Tribunal
("NCLT"), Allahabad Bench with effect from 14th August, 2019. Further, the
Hon'ble NCLT, Allahabad bench vide its order dated 06.10.2021 has approved the Resolution
Plan submitted by IM Plus Capitals Ltd. (Successful Resolution Applicant or SRA or RA).
The Board of the Company was reconstituted in terms of the Resolution Plan. The present
management acknowledges the qualifications observed by Auditors in the Audit Report on
Financial Statements for the financial year ended 31st March 2025 and ensures the
applicable compliances in the upcoming years. However, the qualifications were repetitive
and has been reduced as compared to the previous financial year and management is making
its best endeavor to make the all compliances and requirement of auditors good.
16. SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s Chetna Bhola & Associates, Company Secretaries as the Secretarial
Auditor of the Company to undertake Secretarial Audit of the Company for FY 2024-25.
The Secretarial Audit Report submitted by them for the financial year 2024-25 in the
prescribed form MR-3 is attached as Annexure-2 and forms part of this Report. There
were certain qualifications, observations, reservation or comments or other remarks in the
Secretarial Audit Reports which are self-explanatory.
17. CORPORATE GOVERNANCE
The Company remains committed to upholding the highest standards of Corporate
Governance and ensuring full compliance with the applicable disclosure requirements
prescribed by SEBI and other regulatory authorities. A detailed report on Corporate
Governance forms part of this Annual Report and is annexed hereto as Annexure–3.
18. BOARD EVALUATION
Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of
Directors has carried out an annual evaluation of its own performance, Board Committees
and of individual directors.
The evaluation process focused on various aspects of the board and is committees such
as the size, structure, composition and expertise of the board, frequency of meetings,
effective discharge of functions and duties by Board and Committee prescribed under the
law and as per terms of reference, in case of the committees, ensuring the integrity of
the company's accounting and financial reporting systems, independent audit, internal
audit and risk management systems (for Board and Audit Committee), working in the
interests of all the stakeholders of the company and such other factors.
The performance of the board and committees was evaluated by the board after seeking
inputs from all the directors.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under the Companies Act, 2013and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is marked as Annexure-4 and forms part of this
report.
20. CHANGES IN THE NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the financial
year 2024-25.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
on the date of this report.
22. RELATED PARTY TRANSACTIONS
The Company has entered into contract or arrangement with related parties as defined
under Section 188 of the Companies Act, 2013 during the financial year under review. All
contracts/ arrangements/transactions entered into between related parties were in ordinary
course of business and arm's length basis as shown in Note No. 38 to the financial
Statements.
23. INTERNAL CONTROL SYSTEM AND ADEQUACY
The Company has maintaining effective and reliable Internal Control System commensurate
with the size, scale and complexity of its operations. The scope and authority of the
Internal Audit function is well defined in the organization and is aligned with the
statutory requirements. The efficacy of the internal checks and control systems are
validated by Statutory Auditors, Auditor has disclaimer opinion on Internal Control system
and Adequacy.
24. CORPORATE SOCIAL RESPONSIBILITY
Brief outline on CSR Policy of the Company
The Board of Directors, based on the recommendations of the Committee, formulated a CSR
Policy encompassing the Company's philosophy for describing its responsibility as a
Corporate citizen, laying down the guidelines and mechanisms for undertaking socially
relevant programs for welfare and sustainable development of the community at large.
"The CSR
Policy of the Company is available on the website of the Company www.imcapitals.com/fedders-electric-engineering/."
Composition of CSR Committee
The Company has constituted a CSR Committee. Following is the composition of the
Corporate Social Responsibility Committee: - Mr. Vishal Singhal, Chairman & Member Mr.
Rakesh Kumar Singhal, Member Mr. Sanjeev Kumar Singhal, Member
During the financial year 2024-25, the Committee met once on 22nd November, 2024 and
all the Members of the Committee were present at the meeting.
Pursuant to Section 135 of the Companies Act, 2013, read with the Companies (Corporate
Social Responsibility) Rules, 2014, the Company was required to spend Rs. 76,31,828.00
towards CSR during FY 2024-25, based on the average net profits of the preceding three
financial years.
"The Company plans to spend the unutilized amount in due course, in accordance
with its CSR policy."
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
AND RESEARCH & DEVELOPMENT
In accordance with the requirements of Section 134(3) (m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014, a statement showing particulars with respect
to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
annexed hereto as Annexure-5 and forms part of this Report.
26. VIGIL MECHANISM
In accordance with the provisions of the Act and Listing Regulations, the Company has
adopted a Whistle Blower Policy, as part of Vigil Mechanism to provide appropriate avenues
to the employees to bring to the attention of the management any issue which is an actual
or suspected fraud or perceived to be in violation of or in conflict with the Code of
Conduct of the Company. During the year ended 31st March, 2025, no complaints pertaining
to sexual harassment were received.
27. ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the Company www.imcapitals.com/fedders-electric-engineering/.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any loans or made any
investments, nor has it provided any guarantees or securities under Section 186 of the
Companies Act, 2013. The same may be referred to in Note No. 37 of the financial
statements.
29. PARTICULARS OF EMPLOYEES
The Statement pertaining to provision of Rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring the names
of top ten employees in terms of remuneration drawn forms part of this Board Report.
However, as per Section 136(1) of the Act and proviso of Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and
Financial Statements are being sent to the Members of the Company excluding the said
statement. Any Member interested in obtaining a copy of the said statement may write to
the Company Secretary at the Registered Office of the Company. It is also stated here that
there was no employee during the year who were in receipt of remuneration mention in Rule
5 (2) (I), (II) and (III) of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.
30. RISK MANAGEMENT
The Board of the Directors are of the view that there is no such risk element which may
threaten the existence of the Company. However, the Company has well-defined Risk
Management Systems and procedures for the businesses of the Company, which are
periodically reviewed to ensure that the risks can be mitigated to the extent possible.
31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has always provided a congenial atmosphere for work to all the employees,
that is free from discrimination and harassment including sexual harassment. There were no
cases/complaints pertaining to the sexual harassment reported to the Board during the year
under review.
32. MATERNITY BENEFIT ACT, 1961
The Company has complied with all applicable provisions of the Maternity Benefit Act,
1961 during the year. Necessary benefits and leave entitlements are extended to eligible
employees in accordance with the law.
33. LISTING OF EQUITY SHARES
The equity shares of the Company are listed on National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE); however, trading of the shares has been suspended on both
exchanges.
34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institutions.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There being no other significant or material orders passed by the regulators or courts
or tribunals impacting the going concern status and Company's operations in future.
36. INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), during the year under review, the dividend
declared for the financial year 2011-12 to 2015-16 amounting to Rs. 38.39 lakhs which was
remained unclaimed from seven consecutive years was not transferred to Investor Education
and Protection Fund. Further, shares of the Company, in respect of which dividend has not
been claimed from seven consecutive years from the date of transfer to unpaid dividend
account, have also not been transferred to the demat account of IEPF Authority.
The Company is in the process of transferring the above to the IEPF.
37. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS
Pursuant to the provisions of Section 148(1) of the Act and rules made thereunder, the
Company is required to maintain Cost records and accordingly, such accounts and records
are maintained by the Company.
38. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Directors are related to each other within the meaning of the term "relative"
as per Section 2(77) of the Act and SEBI (Listing Obligations and Disclosure Requirements)
regulations, 2015.
39. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, no company has become or ceased to be a subsidiary, joint
venture, or associate company of the Company.
40. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has made efforts to comply with the applicable Secretarial Standards in the
Financial Year 2024 25 and continues to strengthen its compliance framework.
41. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992
read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to
time, the code of conduct for prevention of insider trading and the Code for Corporate
Disclosures ("Code"), as approved by the Board from time to time, are in force
by the Company.
42. EXTRACT OF ANNUAL RETURN
As per MCA Vide Notification dated 05.03.2021, the extract of Annual Return in Form
No.MGT-9 is not required under Section 92 of the Companies Act, 2013 for the financial
year ending March 31, 2025.
43. NUMBER OF MEETINGS OF THE BOARD
Twenty-Six (26) meetings of the Board of Directors of the Company were held during the
year. For details of the meetings, please refer to the Corporate Governance Report, which
forms part of the Annual Report.
44. RATIO OF REMUNERATION
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 is given in the Statement annexed herewith as
Annexure-6.
45. HEALTH, SAFETY AND ENVIRONMENT
Your Company has complied with all the applicable Health & Safety Standards,
Environment Laws and Labour laws and has been taking all necessary measures to protect the
environment and provide workers a safe work environment. Your Company is committed towards
improvement in Health &Safety as well as Environmental performance by providing a safe
& healthy work environment to all its employees and co-workers.
46. HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company considers people as its biggest assets and "Believing in People"
is at the heart of its human resource strategy. Lot of efforts are put in for talent
management, strong performance management, learning and training initiatives in order to
ensure that your Company consistently develops inspiring strong and credible leadership.
During the year under review, your Company continued to have cordial relationship with all
its employees and maintained healthy, cordial and harmonious industrial relations at all
levels.
47. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the company by its officers or employees,
the details of which would need to be mentioned in the board's report.
48. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation to the Customers,
Employees, Financial Institutions, Banks, Central and State Government Authorities,
Regulatory Authorities, Stock Exchanges and all the various stakeholders for their
continued co- operation and support to the Company who all made our consistent growth
possible.
Your Directors also wish to record their appreciation for the continued co-operation
and support extended by the governments of various countries where we have our operations.
| FOR AND ON BEHALF OF THE BOARD |
OF DIRECTORS |
| FEDDERS ELECTRIC AND ENGINEERING LIMITED |
|
| Sd/ - |
Sd/- |
| VISHAL SINGHAL |
RAKESH KUMAR SINGHAL |
| Managing Director |
Director |
| DIN: 03518795 |
DIN: 00063247 |
| Date: P ge August 29 28, 2025 |
|
| Place: Sikandrabad, Uttar Pradesh |
|
|