Dear Members,
 
 The Directors are pleased to present the 24th Annual Report along with
 the Audited Accounts for the financial year ended March 31,2011
 
 FINANCIAL PERFORMANCE
 
                                                        Rs.in Million
 
 PARTICULARS                   STANDALONE               CONSOLIDATED
                              for Year ended           for Year ended
 
                        March31,
                         2011        March31,
                                      2010         March31,
                                                    2011       March31,
                                                                 2010
 
 Total Income           7836.36      6795.28       10158.39     8190.56
 
 Operating profit 
 (EBIDTA)                822.77       731.19         915.43      830.78
 
 Interests Finance 
 Charges                 205.00       158.36         231.66      184.38
 
 Depreciation            131.21       120.05         211.32      197.36
 
 Profit before Tax       486.56       452.78         472.45      449.04
 
 Provision forTaxation   126.00       109.00          96.75      110.97
 
 Profit afterTax         360.56       343.78         375.70      338.07
 
 Add:Balance brought
 forward                 433.52       173.90         258.13        4.20
 
 Total available for 
 appropriation           794.08       517.68         633.83      342.27
 
 Less:General Reserve     45.00        48.00          45.00       48.00
 
 Debenture Redemption 
 Reserve                  25.00         -             25.00         -
 
 Proposed Dividend        46.50        31.00          46.50       31.00
 
 Corporate Dividend Tax    7.54         5.15           7.54        5.15
 
 Balance carried forward 670.04       433.53         509.79      258.12 
 
 
 MILESTONE ACHIEVED:
 
 The business environment during the year under review was full of
 uncertainty both in domestic as well as in international markets. In
 India,the major concerns were high inflation and increase in commodity
 prices. Despite of this challenging scenario, at the consolidation
 level, the Group achieved another milestone in its history with total
 revenue reaching Rs. 10.15 Billion, thereby crossing Rs. 10 Billion
 mark.
 
 DIVIDEND
 
 Based on the Company''s performance,, your Directors are pleased to
 recommend for the approval of the shareholders, a dividend of Rs. 1.5
 per equity share (i.e.15%) of the face value of Rs. 10/- each as
 against Re. 1 per equity share (10%) paid during last financial year.
 
 The dividend distribution would result in the cash outgo of Rs. 54.04
 Million (including dividend distribution tax of Rs. 7.54 Million)
 
 PERFORMANCE HIGHLIGHTS
 
 On the Standalone basis, during the year under review, the total income
 of the Company stood at Rs. 7836.36 Million as against Rs. 6795.28
 Million, up by 15.32%.The Profit before Interest and Depreciation
 recorded for the year was Rs. 822.77 Million as against Rs.731.19
 Million in the preceding year, recording an increase of 12.52%.The
 Profit afterTaxgrew by a modest 4.88% to Rs.360.56 Million as against
 Rs.343.78 Million in the preceding year.
 
 On Consolidation basis,theTotal income of the Group stood at
 Rs.10158.39 Million as against Rs.8190.56 Million,up by 24%.The Profit
 after tax was Rs.375.70 Million asagainst Rs.338.07Million,recording a
 growth of 11.11%.
 
 Your Company is the only one among its peer group, to have multiple
 geographical diverse manufacturing locations which enables it to
 compete successfully on a regional basis.
 
 During the year under review your Company continued to strengthen its
 brand equity through innovation, quality products and appropriate
 business promotion steps. During the year under review, the Company has
 set-up state of art manufacturing facility at Ranipet,Tamil Nadu and at
 Haridwar, Uttarakhand. This is in addition to the facility set-up at
 Pantnagar, Uttarakhand last year.The new facility at Ranipet, has been
 strategically located to cater to the demand of the Southern India and
 for export market.The said facility which has commenced commercial
 production in February, 2011, is engaged in the manufacture of room
 air-conditioners, Window as well as Spilt. The another plant at
 Haridwar, Uttarakhand is being set-up for catering to the demand of the
 packaged Airconditioning units RMPU for Railway applications, Metro and
 Commercial Refrigeration units like Air-chillers, air cooled condenser,
 cooling tower and heat exchanger coils.The plant at Haridwar, would
 commence commercial production in the current year.
 
 TECHNOLOGY & PRODUCT DEVELOPMENT
 
 Lloyd has always been pioneer in bringing new technology in the Indian
 market. In an innovative stride,the Company had set- up a state of art
 manufacturing units for its new ground breaking product, the
 environment -friendly Micro Channel Heat Exchangers used in Room
 Air-conditioning segment. Lloyd is pioneer in bringing Micro
 ChannelTechnology in Indian market.
 
 SUBSIDIARY COMPANIES
 
 Pursuant to Accounting Standard AS-21 issued by ICAI,Consolidated
 Financial Statements presented by the Company includes the financial
 information of subsidiary companies.The Central Government vide
 Notification no. 2/2011 dated 8th February, 2011 granted general
 exemption to Companies from dispensing with the requirement of
 attaching the accounts of the subsidiary companies, subject to certain
 conditions. As the Company has complied with all the conditions, the
 annual accounts and other documents of the subsidiary companies are not
 attached with the Balance Sheet of the Company. The Annual Accounts of
 the subsidiary companies are open for inspection by any member/investor
 and also available on the website of the Company-www.lloydengg.com.The
 Company will make the documents/details available, upon request by any
 member of the Company or its subsidiaries interested in obtaining the
 same.
 
 The performance of the subsidiary companies are given below:
 
 a) Lloyd Coils Europe s.r.o. (LCE) is engaged in the manufacture of
 coils and has its manufacturing facility in Prague, Czech Republic .The
 Operations of LCE during the last fiscal year have been strongly
 influenced by the market turnaround observed in Europe after years of
 recession.Total sales for the company increased by 50% from previous
 year and reached Euro 27.5 Million.The market demand boosted by more
 than 20% in the HVAC&R industry in Europe. Exceptional increase came
 from Russia and decent recovery has been experienced in large
 West-European countries - Germany, France and U.K. Among the segments,
 large growth came from commercial air-conditioning, especially on
 roof-tops which had become more popularin Europe.
 
 During the year under review,the company made an additional investment
 of Euro 1.2 Million (Rs. 71.65 Million) towards capital contribution of
 Lloyd Coils Europe s.r.o.and extended shareholders loan of Euro 1.5
 Million (Rs.94.44 Million).
 
 b) Janka Engineering s.r.o.(Janka): In 2009, the Company acquired
 ''Janka'', a 139 year old brand in Czech Republic.The year 2010-11 was
 the first full year for Janka Engieerings.r.o., a wholly owned
 subsidiary of the Company under the new ownership. Janka is engaged in
 the manufacture of air handling units, industrial fans and is having
 state-of-art manufacturing facility in Prague,Czech republic .The year
 under review was full of uncertainty as the subsidiary had to face many
 challenges due to continuing unfavorable conditions in the Czech and
 Slovak construction industry, which effected the performance of Janka,
 particularly the intake of new orders.The subsidiary reported sales of
 Euro 11.2 Million during the year under review.The profitability of the
 subsidiary was negatively impacted by bad debts for one of the largest
 customers that had to be written off due to the customers bankruptcy
 and unhealthy markets conditions.However, by the end of the fiscal
 year, the Company developed new products like Tram Ac units for Prague
 tramways and is expected to show improvements.
 
 Shareholders loan of Euro 0.15 Million (Rs. 8.92 Million) was also
 extended to its wholly owned subsidiary Janka Engineering
 s.r.o.duringtheyear under review.
 
 c) Lloyd Electric FZE, had not commenced operations since the date of
 its establishment due to the non-feasibility of the warehouse
 location,as the target customer base were centered in &around Dubai. In
 view there of the Company during the year under review applied for
 voluntary de-registration and cancellation of license of Lloyd Electric
 FZE with Ras Al Khaimah, Free Trade Zone Authority.The RAK Authority
 de-registred Lloyd Electric FZE effective 23rd May,2011,pursuant to
 which Lloyd Electric FZE ceased to be the subsidiary of the Company.
 
 NON CONVERTIBLE DEBENTURES (NCD)
 
 In March 2011, your Company has raised Rs. 50 crores through the issue
 of 500 no. Secured Redeemable Non-Convertible Debentures of the face
 value of Rs. 10,00,000/- each in two tranches aggregating to Rs.50
 crores on private placement basis for augmenting long term resources of
 the Company for regular capex and long term working capital requirement
 of the Company.
 
 The said NCD''s has been listed on the Bombay Stock Exchange (BSE) in
 the list of securities of F Group-Debt Instrument w.e.f.
 15thApril''2011.
 
 The details of the issue are stated hereunder:
 
 Date of Issue      Number of   Face Value     Amount 
                                               raised     Interest Rate
                    Debentures                (Rs. in 
                                               crores)    (Payable 
                                                           Quarterly) 
 
 14th March, 2011       400     10,00,000/-   40 crores     11.25%
 
 29th March, 2011       100     10,00,000/-   10 crores     11.25%
 
 These NCD''s will be redeemed at par, in six equal half yearly
 installments at the end of 30th month, 36th month, 42nd month, 48th
 month,54th month and 60th month from the date of allotment.
 
 GLOBAL DEPOSITORY RECEIPTS (GDRs)
 
 396000 Global Depository Receipts underlying 792000 equity shares are
 outstanding for conversion as on March 31, 2011. The GDRs are listed on
 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, your Company has not accepted any
 deposits from public as per section 58A of the Companies Act, 1956 and
 Rules made there under.
 
 LISTING ARRANGEMENT
 
 The equity shares of the Company are listed at Bombay Stock Exchange of
 India Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
 
 The GDR’s are listed on London Stock exchange.
 
 The Secured Redeemable Non-Convertible Debentures (NCD) of Rs. 50
 crores issued by the Company in two tranches is also listed at Bombay
 Stock Exchange Ltd., (BSE).
 
 Annual Listing fees to above Exchanges for FY 2011-12, as applicable
 have been paid before the due date.
 
 CORPORATE GOVERNANCE
 
 Your Directors reaffirms their continued commitment to good Corporate
 Governance practices. Your Company has complied with the mandatory
 provisions of Corporate Governance as prescribed in the revised Clause
 49 of the Listing Agreement with the Stock Exchanges.
 
 The compliance report is provided in the Corporate Governance section
 of the Annual Report. The auditors’ certificate on compliance with the
 provisions of Clause 49 of the Listing Agreement is annexed to this
 Report.
 
 AUDITORS & AUDITORS’ REPORT
 
 M/s Suresh C. Mathur& Co., Chartered Accountants,retire as Auditors at
 the forthcoming Annual General Meeting and have given their consent for
 re-appointment. As required under the provisions of section 224 of the
 Companies Act, 1956, the Company has obtained a written certificate
 from M/s. Suresh C. Mathur& Co., Chartered Accountants, to the effect
 that their appointment, if made, would be in conformity with the limits
 specified in the said section. The Board recommends their re-
 appointment as Auditors for the Financial Year 2011-12.
 
 The Observations made in the Auditors’ Report are self-explanatory and
 therefore, do not call for any further comments under Section 217(3) of
 the Companies Act, 1956.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 At Lloyd, Corporate Social Responsibility (CSR) encompasses much more
 than social outreach programmes and is an integral part of the way the
 Company conducts its business. Detailed information on the initiatives
 of the Company towards CSR activities is provided in the Corporate
 Social Responsibility section of the annual report.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. A. K. Roy and Dr. Geeta
 Ajit Tekchand retire by rotation at the ensuing Annual General Meeting
 and being eligible, offer themselves for re- appointment. Brief profile
 of these Directors is given in the notice of the ensuing AGM.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT
 AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 In accordance with the requirements of Section 217(1)(e) of the
 Companies Act, 1956 read with the Companies (Disclosure of particulars
 in the report of the Board of Directors) Rules, 1988, statement showing
 particulars with respect to Conservation of Energy, Technology
 Absorption, Research & Development and Foreign Exchange Earnings and
 Outgo are annexed hereto (Annexure A) and form part of this report.
 
 PARTICULARS OF EMPLOYEES
 
 In accordance with the provisions of Section 217 (2A) of the Act read
 with the Companies (Particulars of Employees) Rules, 1975, the names
 and other particulars of employees are to be set out in the Directors’
 Report, as an addendum thereto. However, in line with the provisions of
 Section 219 (1)(b) (iv) of the Companies Act, 1956, the Directors’
 Report is being sent to all members of the Company excluding the
 aforesaid information. Any member interested in obtaining such
 particulars may write to the Company Secretary at the Corporate office
 of the Company.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT
 
 The Audited Accounts for the year under review are in conformity with
 the requirements of the Companies Act, 1956 and the Accounting
 Standards. Pursuant to Section 217(2AA) of the Companies Act, 1956,
 your Directors further confirm that:
 
 1) In preparation of the Annual Accounts for the year ended March 31,
 2011, the applicable accounting standards have been followed;
 
 2) The accounting policies are consistently applied and reasonable,
 prudent judgment and estimates are made 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 profits of the Company for that period.
 
 3) The Directors have taken proper and sufficient care of the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for providing and detecting fraud and other irregularities.
 
 4) The Directors have prepared the Annual Accounts on a going concern
 basis.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to take this opportunity to express their deep
 sense of gratitude to the Company’s bankers, financial institutions,
 stakeholders, business associates, Central and State Governments for
 the assistance, co-operation and encouragement they have extended to
 the Company and also to the employees for their continuing support and
 unstinting efforts in ensuring all round operational performance.
 
                           For and on behalf of the Board of Directors 
 
 Date: August 11, 2011                                   Brij Raj Punj
 
 Place: New Delhi                         Chairman & Managing Director