LLOYDS FINANCE LIMITEDPankaj R. Desai Managing Director Mrs. Rinku Gadani Company Secretary Statutory Auditors Vijay H. Shah & Co. Chartered Accountants Mumbai. Regd. Office : Viraj

25thAnnual Report

2011 - 2012

LLOYDS FINANCE LIMITED

Under the Management of Special CommitteeAppointed by Hon’ble High Court at Bombay

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Under the Management of Special CommitteeAppointed by Hon’ble High Court at Bombay25th Annual Report 2011-2012

Board of Directors

Basant B. Bhoruka Chairman

P. C. Soni Director

Pankaj R. Desai Managing Director

Mrs. Rinku GadaniCompany Secretary

Statutory AuditorsVijay H. Shah & Co.Chartered AccountantsMumbai.

Regd. Office :Viraj Impex House, 2nd Floor,47, P. D’ Mello Road,Masjid (East),Mumbai 400 009.

Under the Management of Special CommitteeAppointed by Hon’ble High Court at Bombay Lloyds Finance

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NOTICENOTICE is hereby given that, with the necessaryapproval of the Special Committee appointed by theHon’ble High Court of Bombay vide order dated 12th March2004, 25th Annual General Meeting of the Members ofLLOYDS FINANCE LIMITED will be held on Friday, the6th day of July, 2012 at 10.30 a.m. at SUNFLOWER – II,30th floor, World Trade Centre, Centre 1, Cuffe Parade,Mumbai - 400 005 to transact the following business.

ORDINARY BUSINESS:-1. To receive and adopt the audited Profit and Loss

Account of the Company for the year ended 31st

March 2012 and the Balance Sheet as at that datetogether with Directors’ and Auditors’ Report thereon.

2. To appoint a Director in place of Shri Basant Bhorukawho retires by rotation and being eligible, offershimself for re-appointment.

3. To appoint Auditors to hold office from the conclusionof this meeting till the conclusion of the next AnnualGeneral Meeting and to fix their remuneration.

NOTES:-1. A MEMBER ENTITLED TO ATTEND AND VOTE IS

ENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE INSTEAD OF HIMSELF AND THE PROXYNEED NOT BE A MEMBER OF THE COMPANY.PROXIES, IN ORDER TO BE EFFECTIVE, MUSTREACH THE REGISTERED OFFICE OF THECOMPANY NOT LESS THAN 48 HOURS BEFORETHE COMMENCEMENT OF THE MEETING.

2. The Register of Members and Share Transfer Booksof the Company will remain closed from Friday, the29th day of June, 2012 to Friday, the 6th day ofJuly, 2012 (both days inclusive) in terms of Section154 of the Companies Act, 1956.

3. Members are requested to please intimate thechanges, if any, in their registered address to theCompany’s Registrar & Share Transfer Agent at thefollowing address:-

Bigshare Services Private Limited,E-2/3, Ansa Industrial Estate,Saki-Vihar Road, Saki Naka,Andheri (East), Mumbai-400 072.Tel : 40430200 / 299Fax : 2847 5207E-mail: [email protected]

4. Members are requested to quote the Folio Numberand DP ID / Client ID, in case shares are in physical/ dematerialized form, as the case may be, in all theircorrespondence with the Company / Registrar andShare Transfer Agent.

5. Members who have multiple accounts in the identicalnames or joint accounts in the same order arerequested to send all the Share Certificate(s) to theRegistrar & Share Transfer Agents, M/s BigshareServices Pvt. Ltd. for consolidation of all suchshareholdings into one account to facilitate betterservices.

6. Members are requested to bring their copy of AnnualReport at the time of attending the meeting.

7. The Ministry of Corporate Affairs (MCA) has takena ‘Green Initiative in Corporate Governance’ byallowing paperless compliances through electronicmode. Therefore, we request you to provide youre-mail id to our registrar M/s. Bigshare Services Pvt.Ltd. Unit: Lloyds Finance Ltd. on the address givenin this notice to send various notices/documents etc.or e-mail us at [email protected].

8. In case you intend to raise any queries in theforthcoming Annual General Meeting, you arerequested to forward the same in writing at least 7days before the date of the meeting to Mr. Pankaj R.Desai, Managing Director at the Registered Officeof the Company, so that the same may be attendedappropriately to your satisfaction.

By Order of the Board & with permission of The Special Committee,

For LLOYDS FINANCE LIMITED,

Sd/-Rinku Gadani

Company Secretary

Regd. Office:-

Viraj Impex House, 2nd Floor,47, P. D’Mello Road,Mumbai - 400 009.

Date: 16th May, 2012

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DETAILS OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT AT THE FORTHCOMING ANNUALGENERAL MEETING

(in pursuance of Clause 49 of the Listing Agreement)

Name of the Director SHRI BASANT BHORUKA.

Date of Birth 09th September, 1960.

Date of Appointment on Board 31st October, 2001.

Qualifications B.Com.

Experience Having over two decades of vast and variedexperience in Industry.

Name of Companies in which outside NILdirectorship held

Membership of the Committees on the Board 1. Member of the Audit Committee.2. Member of the Shareholder and Investors Grievance Committee.

No. of shares held in the Company NIL


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DIRECTORS’ REPORTTo the Members,

You all are aware that the Hon’ble High Court of Bombayhas appointed a Special Committee to take charge of themanagement and affairs of the Company vide its Orderdated 12th March, 2004. With the permission of the SpecialCommittee, your Directors are presenting the 25th AnnualReport of the Company with the Audited Statement ofAccounts for the financial year ended 31st March, 2012.

1. Financial ResultsThe Financial Results of the Company for the yearunder review are summarized for yourconsideration:-

(Rs. in Lacs)

31.03.2012 31.03.2011

Gross Income 117.65 134.58

Expendi ture (302.10) (325.57)

Wri te-of fs 1753.59 659.51

Profit / (Loss) for the year before tax (1938.04) (850.50)

Profit / (Loss) for the year after tax (1938.04) (850.50)

Balance of (Loss) brought forward 32590.76 (31740.45)

Income Tax refund of earl ier years 1.46 0.19

Balance of (Loss) carried forward (34527.34) (32590.76)

2. DividendIn view of the losses the Directors have notrecommended any Dividend for the year ended 31st

March, 2012.

3. Management Discussion and AnalysisYou are aware that the Company is functioningunder the management of the Special Committeeappointed by the Hon’ble High Court of Bombayinstead of Official Liquidator in Company PetitionNo. 1017/2002 vide Order dated 12th March 2004.In pursuance to Order dated 12th April, 2004 passedby the Hon’ble High Court of Bombay, the Board ofDirectors are working under the superintendenceof the Special Committee.

The major thrust of the Special Committee is torecover the dues from defaulters of the Company,reduction of expenses and formulate scheme ofthe repayment to the fixed deposit holders, othersecured and unsecured creditors.

The Special Committee pursuant to the direction ofthe Hon’ble High Court is concentrating onrecoveries and in addition to pursuing the legalrecourse, is calling the defaulters for settlementof their dues with a view to expedite the recovery.

The Company is currently not engaged in businessof Non-Banking Finance Company (NBFC) w.e.f.14th May, 1998 as per restrictions imposed byReserve Bank of India and the thrust is onrecovery of its dues and repayment of its liabilityin a phased manner.

The Company, under the direction of the SpecialCommittee appointed by the Hon’ble High Court ofBombay, is complying with all the requirements ofthe Listing Agreement, The Companies Act, 1956and Reserve Bank of India like submission ofvarious forms and returns to Stock Exchanges,Registrar of Companies and Reserve Bank of India.

The Hon’ble High Court of Bombay reviewed theworking of the Company under the managementof the Special Committee and vide order dated 14th

March, 2007 appraised that the Special Committeehas acted in earnest and has made best possibleefforts to effectuate the purpose of the constitutionof the Special Committee and that a substantialamount of work has been done by the SpecialCommittee towards realization of the outstandings,settlement of dues of the Secured Creditors,Debenture holders and Fixed deposit holders. TheSpecial Committee comprises of Mr. Justice V. R.Datar (Retd. Judge of High Court of Bombay) asChairman, Mr. S. C. Malhotra I.P.S., D.G.P. (Retd.)Maharashtra, Mr. P. K. Bansal, I.P.S., D.G.P. (Retd.),Gujarat as Members.

The Special Committee has addressed to all classof creditors i.e. Banks and Financial Institutions,Debenture Holders and Fixed deposit holders byformulating scheme for repayment based on theavailability of funds from the debtors of theCompany.

Adequacy of Internal Control:Considering the size and nature of activities, theCompany has adequate Internal Control Systemcovering both accounting and administrativecontrol. In addition, the internal audit is carried outperiodically. The management is ensuring aneffective internal control system so that thefinancial statements and reports give a true andfair view.

Human Resources / Industrial Relation:Inspite of Company facing financial difficulties, themorale of the employees remained high. Theorganization culture and the commitment of theCompany to its people reflect in the motivationlevels and the acknowledgement of its employees.

Future Outlook:Pursuant to the responsibility vested with SpecialCommittee with regard to formulation of Schemefor all class of creditors i.e. Banks and Financial

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Institutions, Debenture Holders and Fixed DepositHolders, the management is pleased to inform thatunder superintendence of the Special Committee,all above referred class of creditors have beenaddressed with regard to its liability as referredherein separately. The efforts are being made totake further initiative to recover dues from debtorsof company and redress the grievances of itscreditors.

4. Fixed DepositThe Company has neither accepted fresh depositsnor renewed the existing deposits during the yearunder review. Outstanding deposits from public ason 31-3-2012, excluding security deposits andinter-corporate deposits, stood at Rs.111.25Crore (Previous Year Rs.112.20 Crore).

Pursuance to the responsibility vested by theHon’ble High Court of Bombay, the SpecialCommittee alongwith the Learned Amicus Curiae(appointed by the Hon’ble High Court of Bombayvide its order dated 14/03/2007), formulatedcomprehensive Scheme of Repayment to all classand categories of fixed deposit holders on thebasis of availability of fund and future recoveriesfrom the debtors of the company. The Hon’ble HighCourt of Bombay vide its order dated 09th February,2012 has sanctioned the Scheme of Repaymentto Fixed Deposit Holders. The repayment inpursuance of the scheme to the deposit holdersshall be made category-wise as under:

Principal deposit amount upto Rs.10,000/- – @55%,from Rs.10,001/- to Rs.25,000/- – @45%,Rs.25,001/- to Rs.50,000/- – @35%, Rs.50,001/-to Rs.1,00,000/- – @30% and Rs.1,00,001/- andabove – @25%.

The scheme does not provide for payment of anyinterest on any category of fixed deposits. Therepayment against fixed deposit shall be made onlyto the extent of percentage approved by theHon’ble High Court of Bombay after deducting anyamount, if already partly repaid. However, if anyfixed deposit has been paid in excess of its eligibilityamount under the scheme, depositor shall not bepaid any further amount.

The Company has invited claims from Fixed DepositHolders through an advertisement in leadingnewspapers in 39 cities in 19 states. The FixedDeposit Holders have been advised to lodge theirclaims on or before 16th May, 2012. The SpecialCommittee shall commence payment after receiptand adjudication of all claims on the basis ofavailability of funds and in terms of the Scheme.

In views of the Scheme of Repayment to FixedDeposit holders approved as above, the principal

liability of Fixed Deposit Holders is estimated to bereduced substantially. However, after receipt of allclaims and upon verification of claims, the principalliability of Fixed Deposit shall be ascertained andshall be accounted appropriately.

5. Banks & Financial Institutions borrowingsThe Directors wish to inform that only oneinstitutional creditor i.e. Gujarat State FinancialCorporation (GSFC) has outstanding term loanamounting to Rs.670.98 lacs, for which efforts arebeing made by the Special Committee to arrive atOne Time Settlement in tandem with settlement withother Banks and Financial Institutions.

6. DebenturesAs regards the liabil ity of Non-convertibledebentures, the Hon’ble High Court of Bombay videits order dated 27/09/2010 in Company Petition No.926 of 2009 u/s 391 of the Companies Act, 1956has approved Scheme of Compromise with PublicIssue Debenture Holders.

The 1 (one) institutional debenture holder, M/s.Repco Bank Ltd. has accepted One Time Settlement(OTS) offer of the company for Public IssueDebentures as well as Privately Placed Non-Convertible Debentures. The company has madepayment of amount as per OTS and M/s. RepcoBank Ltd. has issued “No Due Certificate” to thecompany. The claims of other debenture holdersreceived so far have been satisfied as per termsand conditions of the Scheme approved by Hon’bleHigh Court of Bombay.

7. Statutory InformationThere were no employees during the year ended31st March, 2012 in respect of whom theparticulars are required to be disclosed withreference to Section 217(2A) of the CompaniesAct, 1956.

The Companies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988, requiredisclosure of particulars regarding Conservation ofEnergy in Form A and Technology Absorption inForm B prescribed by the rules. The Company, notbeing a manufacturing company is advised thatForm A and B are not applicable to it. The Companyhad no Foreign Exchange earnings and outgoingsduring the year under review.

8. DirectorsThe Government of India, Ministry of CorporateAffairs vide letter dated 26/12/2011 approved there-appointment of Shri Pankaj R. Desai as ManagingDirector for a period of 5 (five) years w.e.f. 1/11/2011 u/s 269, 198/309, 310, 387 and 637AA of theCompanies Act, 1956.


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Shri Basant Bhoruka, Director of the Companyretires by rotation at the ensuing Annual GeneralMeeting and being eligible, offers himself for re-appointment.

9. Directors’ Responsibility Statement

Pursuant to the requirement under Section217(2AA) of the Companies Act, 1956, withrespect to Directors’ Responsibility Statement, it ishereby confirmed:

(i) That in the preparation of the accounts forthe financial year ended 31st March, 2012,the applicable accounting standards havebeen followed along with proper explanationrelating to material departures;

(ii) That the Directors have selected suchaccounting policies and applied themconsistently and made judgements andestimates that were reasonable and prudentso as to give a true and fair view of thestate of affairs of the Company at the endof the financial year and of the profit or lossof the Company for the year under review;

(iii) That the Directors have taken proper andsufficient care for the maintenance ofadequate accounting records in accordancewith the provisions of the Companies Act,1956 for safeguarding the assets of theCompany and for preventing and detectingfraud and other irregularities;

(iv) That the Directors have prepared theaccounts for the financial year ended 31st

March, 2012 on a going concern basis.

10. Auditors’ ObservationsThe observations of the Auditors are in the natureof general disclosures, which read together withthe accounting policies and the relevant notes tothe accounts, are self-explanatory.

11. AuditorsThe members are requested to appoint Auditorsand fix their remuneration.

12. Corporate GovernancePursuant to the revised Clause 49 of the ListingAgreement, your Company has taken adequatesteps to ensure that all mandatory provisions ofCorporate Governance as prescribed under theListing Agreement of the Stock Exchanges withwhich the Company is listed are complied with.

A separate report on Corporate Governance andthe Auditor’s Certificate on its compliance areannexed hereto and forms part of this AnnualReport.

13. AcknowledgementThe Board wishes to express its deepappreciation to the Banks and Financial Institutionsand various other agencies for their co-operationand to all staff members for the efficient and loyalservices rendered by them.

For and on behalf of the Board

(Basant Bhoruka) Chairman

Place : MumbaiDate : 16th May, 2012.

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CORPORATE GOVERNANCE(a) Company Philosophy:

The Company believes that good corporate governance practice should be enshrined in all activities of the Company. Thiswould ensure efficient conduct of the affairs of the Company. The Company’s philosophy on corporate governance envisagesthe attainment of high level of transparency in the functioning of the Company and conduct of its business internally andexternally with emphasis on various compliances.The Company is under the management of the Special Committee appointed by the Hon’ble High Court of Bombay vide Orderdated 12th March, 2004 instead of Official Liquidator in Company Petition No. 1017/2002, Company Application No. 231/2004.The Special Committee is headed by Justice Shri V.R.Datar (Retd. Judge of High Court, Bombay), as Chairman of the Committee,Shri S.C.Malhotra- I.P.S. (Retd. DGP of Maharashtra), as member of the Committee and Shri P.K.Bansal – I.P.S (Retd. DGP ofGujarat), as member of the Committee. Further, by order dated 12th April, 2004 of the Hon’ble High Court of Bombay, the Boardof Directors and Company Secretary are directed to work under the superintendence of Special Committee functioning underthe aegis of the High Court of Bombay. Therefore, decisions of all nature, day to day functioning are taken under the approvaland superintendence of the Special Committee.The objective of the Company is to focus on generating funds from debtors and pay to the secured and unsecured creditors ofthe Company as per the settlement reached with them and/or as per the scheme to be framed from time to time underdirections of the Hon’ble High Court of Bombay and on the basis of availability of funds.Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of CorporateGovernance enshrined in the Listing Agreement.The Special Committee has addressed to all class of creditors i.e. Banks and Financial Institutions, Debenture Holders andFixed deposit holders by formulating scheme for repayment based on the availability of funds from the debtors of the Company.

(b) The Board of Directors:The Board of Directors comprises of a Managing Director and 2 (two) Non-Executive Independent Directors.The Special Committee gave the direction that though the Special Committee has been appointed by the Hon’ble High Court ofBombay instead of appointing the Official Liquidator, the Board must exist. The Board shall function with the same Directors &Managing Director. The Board is, therefore, functioning as per the direction given by the Special Committee and the meeting ofthe Board, Audit Committee, Investor Grievance Committee etc. is being conducted with the direction and approval of theSpecial Committee.During the year four Board meetings were held on 12th April, 2011, 27th July, 2011, 20th October, 2011 and 2nd February, 2012.Ms. Rinku R. Gadani, the Company Secretary acts as the Secretary to the Board Meetings.Directors attendance at the Board Meeting & last Annual General Meeting are as follows.

Name of the Director Category Attendance Whether Details ofat Board Attended CommitteeMeeting Last AGM positions held in

held on other Public27.05.2011 Co.’s

Mr. Basant Bhoruka Chairman, Non-Executive Independent 4 Yes NilDirector

Mr. P.C. Soni Non–Executive Independent Director 4 Yes Nil

Mr. Pankaj Desai Managing Director 4 Yes Nil

None of the Directors of the Company are neither members of more than Ten Committees of Board nor Chairman of more thanFive Committees across all Companies in which they are Directors.The details of other Committee Chairmanship and Membership held by the Directors of the Company as at 31st March, 2012are given below:

Name of the Director Chairman of Committee* Member of Committee*Mr. Basant Bhoruka 2 -Mr. P.C. Soni - 2Mr. Pankaj Desai - 2

*Only two Committees, namely, Audit Committee and Shareholder/Investor Grievance Committee have been considered as perClause 49 of the Listing Agreement.

(c) Audit CommitteeThe Audit Committee constituted by the Company consists of three Directors with two Non-Executive Independent Directors:Mr. Basant Bhoruka - Chairman, Non-Executive Independent DirectorMr. P.C.Soni - Non-Executive Independent DirectorMr. Pankaj R Desai - Managing DirectorDuring the year four Audit Committee meetings were held on 12th April, 2011, 27th July, 2011, 20th October, 2011 and 2ndFebruary, 2012 respectively.


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The terms of reference of the Audit Committee include, overseeing of the Company’s financial reporting process,recommending the appointment and removal of the external auditors, fixation of the audit fees with management, theannual financial statements, the adequacy of internal control systems, internal audit function, reviewing the company’sfinancial and risk management policies, review of the expenses vis-a-vis budget, repayment of F.D. as per the direction ofthe Special Committee and the Hon’ble High Court, Bombay, report on compliances with statutory requirements, reviewingcompliances as regards the Company’s Whistle Blower Policy etc. The Audit Committee reviews the adequacy of internalcontrol systems etc. as mentioned in the scope and powers of the Audit Committee in Clause 49 of the Listing Agreementand Section 292A of the Companies Act, 1956.The minutes of the Audit Committee are circulated to the Board, discussed and taken note of at the Board Meeting.Ms.Rinku R Gadani, the Company Secretary acts as the Secretary to the Audit Committee.Attendance of the members at the meeting of the Audit Committee held during the year 2011-12.

Name of the Director Category Attendance at Audit Committee meetingMr. Basant Bhoruka Chairman, Non-Executive Independent Director 4Mr. P.C. Soni. Non–Executive Independent Director 4Mr. Pankaj Desai Managing Director 4

(d) Share/ Investor Grievance CommitteeThe Share/Investor Grievance Committee meet monthly for approval of Share Transfer/issue of duplicate shares/replacements,etc.The Committee is constituted by Mr.Basant Bhoruka, Mr.P.C. Soni and Mr.Pankaj Desai.The Committee monitors transfers, transmissions, splitting and consolidation of shares, complaints/queries from shareholders/investors etc. and redressal of complaints / queries.The Board has designated Ms.Rinku R Gadani, Company Secretary as Compliance Officer.The total number of complaints received and replied to the satisfaction of the shareholders during the year are as follows:

Description Received RepliedDirect 30 30Bombay Stock Exchange – –SEBI Complaints 09 09DCA 06 06

(e) Details of Remuneration of DirectorsThe remuneration of the Managing Director of the Company is approved by the Special Committee appointed by the Hon’bleHigh Court of Bombay and Board of Directors within the limits of the Act and approved by the Shareholders in the generalmeeting held on 27/05/2011. The Government of India, Ministry of Corporate Affairs vide letter dated 26/12/2011 approved there-appointment of Shri Pankaj R. Desai as Managing Director for a period of five years w.e.f. 1/11/2011 u/s 269, 198/309, 310,387 and 637AA of the Companies Act, 1956.The Non-executive Directors are paid sitting fees of Rs.500/- for each meeting of the Board and Committee attended by them.The details of remuneration paid to Mr. Pankaj R Desai, Managing Director with approval of the Special Committee for the yearended 31st March, 2012 is given below:

1 Gross salary including taxable perquisites Rs.11,03,600/-2 Company’s contribution to PF Rs. 1,17,720/-

Total Rs.12,21,320/-The Details of payment of Sitting Fees to Directors during the year are given below:

Name Sitting Fees for attending Board Meeting & Committee Meeting *Mr. Basant Bhoruka Rs.6,000/-Mr. P.C. Soni Rs.9,500/-Mr. Pankaj Desai NIL

*At present the Non-Executive Directors are being paid only sitting fees for attending the Board/Committee Meetings.(f) General Body Meeting

(i) The last three Annual General Meetings were held as under:Financial Year Date Time Venue of the Meeting2010 - 2011 27-05-11 10.30 A.M. Seminar II, 31st Floor, World Trade Centre,Centre 1, Cuffe

Parade, Mumbai – 400 005.2009 - 2010 20-08-10 10.30 A.M. Sunflower I & II, 30th Floor, World Trade Centre, Centre 1,

Cuffe Parade, Mumbai – 400 005.2008 - 2009 28-08-09 10:30 A.M. Jasmine Hall, 1st Floor, World Trade Centre, Centre 1, Cuffe

Parade, Mumbai - 400 005.Year ended 31-03-2011 - Special Resolution passed for reappointment of Shri Pankaj R. Desai as

Managing Director of the Company for 5 years w.e.f. 01-11-2011.Year ended 31-03-2010 - No Special Resolution was passed.Year ended 31-03-2009 - No Special Resolution was passed.

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(ii) Postal BallotDuring last year no special resolution was put through postal ballot and neither during the current year any special resolution isproposed to be conducted through postal ballot.

(g) Disclosure(i) Disclosure on materially significant related party transaction i.e. transactions of the Company of material nature, with its

promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflicts with theinterest of the Company at large.There are no such transactions during the year.

(ii) Details of non-compliance by the Company, penalties strictures imposed on the Company by stock exchanges or SEBI orany statutory authority on any matter related to capital markets during the last three years.There are no penalties or strictures imposed on the company by stock exchanges or SEBI or any statutory authority onany matter related to capital markets.

(iii) Disclosure of Directors seeking appointment / re-appointmentThe details pertaining to Directors seeking re-appointment are furnished in the notice to members.

(iv) Secretarial AuditA qualified practicing Company Secretary carried out a secretarial audit to reconcile the total admitted capital with NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued andlisted capital. The secretarial audit report confirms that the total issued/paid up capital is in agreement with the totalnumber of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.Whistle Blower Policy and affirmation that no personnel has been denied access to the audit committee:

No personnel has been denied access to the audit committee and Special Committee.Details of Companies with mandatory requirements and adoption of the non -mandatory requirements of thisclause :

The Company has complied with all the mandatory requirements. As regards the non - mandatory requirements, theyare complied with to the maximum extent.

Pursuant to the orders of Hon’ble High Court of Bombay, the Special Committee is appointed to manage affairs of theCompany and the Directors are required to function under superintendence of the Special Committee.

(h) CEO CERTIFICATIONAs provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Managing Director of the Company hascertified to the Board in compliance with the Clause 49 (V) regarding CEO certification.

(i) Means of Communicationa) The Board of Directors of the Company with the permission of the Special Committee approves and takes on record the

quarterly and half yearly financial results in the proforma prescribed by Clause 41 of the Listing Agreement within 45(forty five) days of the close of the respective period and yearly audited financial results within 60 (sixty) days fromclose of the financial year.

b) The quarterly and half-yearly unaudited financial results were published in Free Press Journal & Navashakti newspapers.c) The Company has created an e-mail address, pursuant to Clause 47(F) of the Listing Agreement, for accepting investor’s

grievance on [email protected]) The Company’s financial results and official news releases are displayed on the Company’s website www.lloydsfinance.in

(j) Code of ConductLloyds Finance Limited has well defined policy framework which lays down procedure to be adhered to by all Board Membersand Senior Management for ethical professional conduct. The Code outlines fundamental ethical considerations as well asspecified considerations that need to be maintained for professional conduct. The Annual Report contains the declaration to thiseffect that the Code of Conduct has been complied by the Board Members and Senior Management. The Code of Conduct isalso posted on the website of the Company www.lloydsfinance.in.

(k) General Shareholder Information(I) Annual General Meeting Date : 6th July, 2012.

Venue : SUNFLOWER - II, 30th floor,Centre1, MVIRDC, World Trade Centre, Cuffe Parade,Mumbai - 400 005.

(II) Results for quarter ending 30.06.2012 On or before 15th August, 2012.Results for quarter ending 30.09.2012 On or before 15th November, 2012Results for quarter ending 31.12.2012 On or before 15th February, 2013Audited Results for financial year 2012-13. On or before 30th May, 2013

(III) Book Closure Date 29th June, 2012 to 6th July, 2012(both days inclusive)

(IV) Dividend Payment Date : Not declared


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(V) Listing of Equity Shares on Stock : Bombay Stock Exchange Limited (BSE),Exchanges and payment of Listing Fee Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

National Stock Exchange of India Limited (NSE),“Exchange Plaza”, Bandra-Kurla Complex, Bandra (E),Mumbai 400 051.Annual listing fee for the year 2012-13 (as applicable) hasbeen paid by the Company to BSE and NSE.

(VI) Stock Code :a) Trading Script/Symbol at

Bombay Stock Exchange : 507870National Stock Exchange : Lloydfin

b) Demat ISIN Number inNSDL & CDSL : INE174A01015

(VII) Stock Market Data:

National Stock Exchange Bombay Stock ExchangeNSE BSE

HIGH (IN RS.) LOW (IN RS.) HIGH (IN RS.) LOW (IN RS.)April, 2011 1.60 1.25 1.64 1.25May, 2011 1.45 1.15 1.41 1.20June, 2011 1.40 1.20 1.42 1.15July, 2011 1.35 1.10 1.35 1.15August, 2011 1.30 0.90 1.31 0.94September, 2011 1.15 0.95 1.13 0.95October, 2011 1.15 0.90 1.10 0.91November, 2011 1.10 0.75 1.15 0.75December, 2011 1.00 0.75 1.07 0.79January, 2012 1.20 0.75 1.20 0.80February, 2012 1.10 0.80 1.15 0.83March, 2012 1.10 0.75 1.09 0.73

(VIII) Registrar and Transfer Agents Bigshare Services Pvt. Ltd.,(share transfer and communication E-2/3, Ansa Industrial Estate,regarding share certificate, dividends Saki-Vihar Road, Saki Naka,and change of address) Andheri (East),Mumbai-400072.

Tel : 40430200 / 299Fax : 2847 5207Email: [email protected]

(IX) Share Transfer SystemShare transfer requests are registered within an average period of 15 to 20 days from the date of receipt. The Board hasdelegated the authority for approving transfer etc. of the Company’s Securities to the Shareholders/Investor GrievanceCommittee. A summary of transfer etc. of Securities of the Company so approved by the said Committee is placed atthe quarterly Board meetings.The Company obtains from a Company Secretary in practice, half yearly certificate of compliance with the share transferformalities as required under Clause 47 (C) of the Listing Agreement with the Stock Exchange and files a copy of thecertificate with the Stock Exchange.

(X) Distribution of Shareholding as at 31st March, 2012:NO OF SHARES HELD NO. OF SHAREHOLDERS NO. OF SHARES HELDFROM TO TOTAL % OF TOTAL TOTAL % OF TOTAL

1 500 55246 87.51 10041146 26.84501 1000 3634 5.76 3110368 8.311001 2000 1872 2.97 2994106 8.002001 3000 672 1.06 1751646 4.683001 4000 292 0.46 1061548 2.844001 5000 433 0.69 2093558 5.605001 10000 556 0.88 4279466 11.44

10001 AND ABOVE 426 0.67 12080182 32.29TOTAL 63131 100.00 37412020 100.00

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(XI) Categories of Shareholders as on 31st March, 2012:

CATEGORY NO.OF SHARES % OF SHARE CAPITALPromoters 0 0.00Banks / Financial Institutions 213500 0.57MFs & UTI 35150 0.09FII 0 0.00Others 37163370 99.34TOTAL 37412020 100.00

(XII) Dematerialization of Shares - Over 76.27% of the outstanding shares have been dematerializedupto 31st March, 2012. Trading in Equity Shares of the Companyis permitted only in dematerialized form as per notification issuedby the Securities and Exchange Board of India.

(XIII) Outstanding Warrants and convertible Bonds, conversion date and likely impact on the Equity: Not Applicable(XIV) (a) Investor Correspondence

For transfer / dematerialization of shares, payment of dividend onshares, and any other query relating to the Shares of the Company :Bigshare Services Pvt. Ltd.,E-2/3, Ansa Industrial Estate,Saki-Vihar Road, Saki Naka,Andheri (East), Mumbai – 400 072.Phone: 40430200 / 299Email: [email protected]

(b) Any query on debentures, scheme/redemption of debenture etc. or on Annual ReportSecretarial Department:Viraj Impex House, 2nd Floor,47, P.D’Mello Road,Masjid (East), Mumbai - 400 009.Tel. : 23484592 / 23483997 Fax : 23482669

DECLARATION

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior Managementpersonnel have confirmed compliance with the code of conduct for the financial year ended 31st March, 2012.

For Lloyds Finance Limited

Place : Mumbai (Pankaj Desai)Date : 16th May, 2012 Managing Director


13

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

The Members,Lloyds Finance Limited,Mumbai – 400 009.

We have examined the compliance of Corporate Governance by Lloyds Finance Limited for the year ended 31st March, 2012, asstipulated in Clause 49 of the Listing Agreements of the said Company with the Stock Exchanges in India.The compliance of conditions of Corporate Governance is the responsibility of the company management. Our examination wascarried out in accordance with the Guidance Note on Certificate of Corporate Governance (as stipulated in Clause 49 of the ListingAgreement), issued by the Institute of Chartered Accountants of India and was limited to the procedures and implementation thereof,adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor anexpression of an 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, the Company has complied with theconditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectivenesswith which the management has conducted the affairs of the Company.

For VIJAY H. SHAH & Co. Chartered Accountants

VIJAY H. SHAHPlace : Mumbai ProprietorDate : 16th May, 2012. M.No.47391

14


AUDITORS REPORTTo the Members of


We have audited the attached Balance Sheet of LLOYDS FINANCE LIMITED as at 31st March, 2012 andalso the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended onthat date annexed thereto. These financial statements are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on these financial statements based on ouraudit.We have conducted our audit in accordance with auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audit provides a reasonablebasis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government interms of Section 227(4-A) of the Companies Act, 1956, we enclose in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above.(a) We have 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 the books.(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the Report

are in agreement with the books of account.(d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with

by this report comply with the accounting standards referred in Section 211(3C) of the CompaniesAct, 1956.

(e) As per the information & explanation given to us, none of the Directors of the Company aredisqualified from being appointed as Directors under clause (g) of sub section (1) of section274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us,the said accounts read with the notes thereon give the information required by the CompaniesAct, 1956 in the matter so required and give a true and fair view in confirmity of the accountingprinciples generally accepted in India.i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31, 2012.

ii) In the case of the Profit and Loss Account, of the loss of the Company for the year ended onthat date.

iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

For VIJAY H SHAH & Co. Chartered Accountants

Place: Mumbai VIJAY H. SHAHDate : 16th May, 2012. Proprietor

Membership No.47391.


15

Annexure referred to in paragraph 1 of the Auditors Report to the Members of LLOYDSFINANCE LIMITED on the Accounts for the year ended 31st March, 2012.

1. The nature of Company’s activities during the year have been such that clauses (iii), (iv), (v), (vii), (viii),(xiii), (xvi), (xviii) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 are not applicable tothe Company for the year.

2. The Company has maintained proper records showing full particulars, including quantitative detailsand situation of fixed assets.

3. The Company has neither accepted fresh deposits nor renewed the existing deposits during theyear under review. Outstanding deposit from the public as on 31st March, 2012 excluding securitydeposits and inter corporate deposit stood at Rs.111.25 Crores (previous year Rs.112.20 crores).The Hon’ble High Court of Bombay vide its order dated 09/02/2012 has approved the Scheme ofRepayment to all classes and categories of Fixed Deposit Holders. The scheme does not providefor payment of any interest on any category of fixed deposits.

4. The Company is regular in depositing undisputed statutory dues including Provident Fund, InvestorEducation and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax andany other statutory dues with the appropriate authorities. The Company has disputed Sales TaxLiabilities amounting to Rs.324.24 lacs, for which appeals are pending.

5. The accumulated losses of the Company exceeded its net worth at the end of the financial year. TheCompany has incurred losses during the current year and also during immediately preceding financialyear.

6. Company’s loan fund at the year-end is Rs.12157.19 lacs as compared to Rs.14102.65 lacs in theprevious year. The reduction was due to settlement and repayment etc.

7. In our opinion, adequate documents and records are maintained by the Company for loans andadvances granted on the basis of security by way of pledge of shares and debentures and similarother securities.

8. As informed to us, the Company has not given any guarantee for the loans taken by others frombanks or financial institutions during the year.

9. In our opinion and according to information and explanation given to us, the Company has not issuedany fresh debentures during the year.

10. During the year the Company has not raised money by the public issue.

11. According to the information and explanations given to us by the Management and checks carriedout by us, any fraud on or by the Company has not been noticed or reported during the year underreport.

For VIJAY H SHAH & Co. Chartered Accountants

Place: Mumbai VIJAY H. SHAHDate : 16th May, 2012. Proprietor

Membership No.47391.

16


The accompanying notes are an integral part of the financial statements.

As per our attached report of even date For and on behalf of the Board

For Vijay H. Shah & Co. LLOYDS FINANCE LIMITED,

Chartered Accountants

(BASANT B. BHORUKA)Vijay H. Shah ChairmanProprietorMembership No : 47391. (PANKAJ R. DESAI)

Managing Director

Place: Mumbai (RINKU GADANI)Date : 16th May,2012 Company Secretary


BALANCE SHEET AS AT 31ST MARCH 2012(Rs. in Lacs)

NOTE As at As atNO. 31.03.2012 31.03.2011

EQUITY AND LIABLITIESSHAREHOLDER’S FUNDS

SHARE CAPITAL 1 3,741.20 3,741.20

RESERVES AND SURPLUS 2 (9,068.43) (8,818.72)(5,327.23) (5,077.52)

NON-CURRENT LIABILITIESLONG-TERM PROVISIONS 3 21.95 11.96

21.95 11.96

CURRENT LIABILITIESTRADE PAYABLE 4 21.75 25.92OTHER CURRENT LIABILITIES 5 12,770.90 14,686.20

SHORT-TERM PROVISIONS 6 6.45 4.59

12,799.10 14,716.71TOTAL 7,493.82 9,651.15

ASSETSNON-CURRENT ASSETS:FIXED ASSETS

TANGIBLE ASSETS 7 17.28 60.12

NON-CURRENT INVESTMENTS 8 - 490.25LONG-TERM LOANS AND ADVANCES 9 25.39 107.29

42.67 657.66

CURRENT ASSETSCASH AND CASH EQUIVALENTS 10 511.43 818.29

SHORT-TERM LOANS AND ADVANCES 11 0.68 0.48

TRADE RECEIVABLES 12 6,939.04 8,174.727,451.15 8,993.49

TOTAL 7,493.82 9,651.15

Summary of significant accounting policies 16


17

STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2012

(Rs. in Lacs)

NOTE Year Ended Year EndedNO. 31.03.2012 31.03.2011

INCOME

OTHER INCOME 13 117.65 134.58

TOTAL REVENUE (I) 117.65 134.58

EXPENSES

EMPLOYEE BENEFITS EXPENSES 14 97.63 72.11

OTHER EXPENSES 15 204.47 253.46

DEBTS/ADV./INVST./ASSETS WRITTEN OFF 1,753.59 659.51

TOTAL (II) 2,055.69 985.08

Earnings before interest, tax, depreciation

and amortization (EBITDA) (I)-(II) (1,938.04) (850.50)

PROFIT/(LOSS) BEFORE TAX (1,938.04) (850.50)

TAX EXPENSES

CURRENT TAX - -

INCOME TAX REFUND OF EARLIER YEARS 1.46 0.19

TOTAL TAX EXPENSES 1.46 0.19

PROFIT (LOSS) FOR THE YEAR (1,936.58) (850.31)

EARNING PER EQUITY SHARE (5.17) (2.27)(NOMINAL VALUE OF SHARE)

Summary of Significant accounting policies 16


The accompanying notes are an integral part of the financial statements.


For Vijay H. Shah & Co. LLOYDS FINANCE LIMITED,

Chartered Accountants

(BASANT B. BHORUKA)Vijay H. Shah ChairmanProprietorMembership No : 47391. (PANKAJ R. DESAI)

Managing Director

Place: Mumbai (RINKU GADANI)Date : 16th May,2012 Company Secretary

18


NOTES FORMING PART OF BALANCE SHEET.(Rs. in Lacs)

As at As at31.03.2012 31.03.2011

NOTE - 1 :

SHARE CAPITAL

A. Authorised

60000000 Equity Shares of Rs. 10/- each 6,000.00 6,000.00(Previous Year 60000000 Equity Shares of Rs.10/- each)1500000 Preference Shares of Rs. 100/- each 1,500.00 1,500.00(Previous year 1500000 Preference Shares of Rs.100/- each)

7,500.00 7,500.00

B. Issued, Subscribed and Paid up37412020 Equity Shares of Rs. 10/- each fully paid up 3,741.20 3,741.20(Previous Year 37412020 Equity Shares of Rs.10/- each)

(Out of above)

I. 3818240 shares were allotted as fully paid Bonus Sharesby capitalisation of General Reserves.

II. 7493240 shares were allotted as fully paid Bonus Sharesby capitalisation of Share Premium

TOTAL 3,741.20 3,741.20

NOTE- 2 :

RESERVES AND SURPLUS

Share Premium 7,418.27 7,418.27Debenture Redemption Reserve 1,899.99 1,899.99Special Reserve u/s 45 IC of the RBI Act, 1934 625.00 625.00Investment Allowance (Utilised) Reserve 13.21 13.21Capital Reserve 28.65 28.65(includes Rs. 5.84 lacs realised from forfeiture of shares)Remission of Liabilities 15,473.79 13,786.92

TOTAL….(A) 25,458.91 23,772.04

Surplus/(Deficit) in the statement of Profit & Loss:

Balance as per last Financial Statement (32,590.76) (31,740.45)

Profit/(Loss) for the period (1,936.58) (850.31)

TOTAL….(B) (34,527.34) (32,590.76)

TOTAL ..(B-A) (9,068.43) (8,818.72)

NOTE-3 :

NON-CURRENT LIABILITIES

LONG TERM PROVISIONS:

Provision for employee benefits (Gratuity) 21.95 11.96

TOTAL…. 21.95 11.96



19

NOTES FORMING PART OF BALANCE SHEET.(Rs. in Lacs)

As at As at31.03.2012 31.03.2011

NOTE- 4

CURRENT LIABILITIESTRADE PAYABLE:I) Amount due on account of services received 21.75 25.92

TOTAL…. 21.75 25.92

NOTE- 5

OTHER CURRENT LIABILITIES:i) Debentures 0.00 1,850.15ii) Term Loan from Institution 670.98 670.98

TOTAL…(A) 670.98 2,521.13i) Fixed Deposits 11,124.86 11,220.17ii) Security Deposits 361.35 361.35

TOTAL…(B) 11,486.21 11,581.52i) Statutory Liabilities 4.28 2.45ii) Other Liablities 609.43 581.10

TOTAL…(C) 613.71 583.55

TOTAL…(A+B+C) 12,770.90 14,686.20

NOTE- 6 :

SHORT-TERM PROVISIONS:

Provision for employees benefits 6.45 4.59

6.45 4.59


NOTE - 7

FIXED ASSETSNON CURRENT ASSETS:

TANGIBLE ASSETS: (Rs. in Lacs)

Particulars GROSS BLOCK DEPRECIATION BLOCK NET BLOCK

AS AT ADDI- DEDUC- AS AT UPTO 01.04.2011 TO DEDUC- AS AT AS AT AS AT01.04.2011 TIONS TIONS 31.03.2012 31.03.2011 31.03.2012 TIONS 31.03.2012 31.03.2012 31.03.2011

BUILDING 66.29 - 42 .84 23.45 6 . 1 7 - - 6.17 17.28 60.12

TOTAL 66.29 - 42 .84 23.45 6 . 1 7 - - 6.17 17.28 60.12

Prev ious Year 66 .29 - - 66.29 6 . 1 7 - - 6.17 60.12 -

20



NOTES FORMING PART OF BALANCE SHEET.

NOTE- 8 : (Rs. in Lacs)

Rate Value ValueNON CURRENT INVESTMENTS Per As at As at

Unit Quantity 31.03.2012 Quantity 31.03.2011

Unquoted Investment:Europa Enterprises Ltd. Rs.10/- 0 0.00 4900000 490.00Shamrao Vithal Co-op.Bank Rs.50/- 0 0.00 500 0.25

0.00 490.25

TOTAL 0.00 490.25

(Rs. in Lacs)

As at As at31.03.2012 31.03.2011

NOTE 9 :

NON-CURRENT ASSETS:

LONG -TERM LOANS & ADVANCES:(Considered good)Sundry Deposits 7.57 8.57Other Advances 17.82 98.72

TOTAL…. 25.39 107.29

NOTE 10 :

CURRENT ASSETS:CASH & CASH EQUIVALENTS:i) CASH ON HAND 0.37 0.96ii) BALANCE WITH BANKS IN CURRENT ACCOUNT 41.17 33.64iii) BANK DEPOSITS 469.89 783.69

TOTAL…. 511.43 818.29

NOTE 11 :

SHORT -TERM LOANS & ADVANCES:

Other Advances 0.68 0.48

TOTAL…. 0.68 0.48

NOTE 12 :

TRADE RECEIVABLE:(unsecured, considered good) More than 6 months 6939.04 8174.72

TOTAL…. 6939.04 8174.72


21

NOTES FORMING PART OF STATEMENT OF PROFIT & LOSS ACCOUNT.


(Rs. in Lacs)

Year Ended Year Ended

31.03.2012 31.03.2011

NOTE 13 :

OTHER INCOME:

Interest Income 55.51 62.97

Other Income 62.14 71.61

TOTAL…. 117.65 134.58

NOTE 14 :

Employee Benefit Expenses:

Salaries, Wages & allowances 91.40 66.63

Contribution to Provident and other Funds 4.64 3.70

Staff Welfare Expenses 1.59 1.78

TOTAL…. 97.63 72.11

NOTE 15 :

Other Expenses:

Communication Expenses 6.21 6.58

Committee Fees 9.37 9.32

Printing & Stationery 3.20 3.05

Director’s Sitting fees 0.15 0.09

Rent, Rates and Taxes 20.34 19.60

Stock Exchange Listing Fee 4.50 3.51

Legal and Professional Charges 106.20 167.11

Conveyance & Travelling Expenses 26.18 19.87

Advertisement Expenses 8.36 4.85

Office Expenses 11.66 10.46

Electricity Expenses 1.10 1.22

Registrar & Share Transfer Expenses 1.11 1.07

Miscellaneous Expenses 5.49 6.13

Auditors Remuneration -

Audit Fees 0.60 0.60

TOTAL 204.47 253.46

22


NOTE - 16 : SIGNIFICANT ACCOUNTING POLICIESAND NOTES TO THE ACCOUNTS:I. SIGNIFICANT ACCOUNTING POLICIES :

1. Accounting Convention :

The Company has stopped its fund based and non-fund based activities w.e.f. 14th May, 1998 as perrestriction imposed by Reserve Bank of India vide itsletter No. DNBS (MRO).No.4551/02.04. Lloyds/97-98.The accounts for the year have been prepared onthe assumption of a going concern basis in view ofthe ongoing efforts being made by the Company forrecovery and repayment of dues.

2. Expenses :

All the expenses are provided on accrual basis.

3. Revenue :

As mentioned above, the Company has stopped itsFund and Non-fund based activities. Accordingly thereis no operating income. The other income shown inaccounts like interest, penalty, dividend etc. areaccounted for on cash basis. In respect of accountswritten off in earlier years, the company is recognizingrevenue as and when actual amount is received.

4. Retirement Benefits :

The Gratuity is accounted for on accrual basis.

5. Investments :

Investments of the Company are valued as under -

(i) Unquoted - At cost

(ii) Government and - At costTrustee Securities

(iii) Stock - in - Trade - At cost or Market Valuewhichever is lower, scripwise

II. NOTES TO THE ACCOUNTS:

1. Contingent Liabilities (Not provided for)

(Rs.in Lacs)

31.03.2012 31.03.2011

Sales tax liabilities 324.24 55.70disputed by the Company,pending appeal

2. (i) The Company has neither accepted freshdeposits nor renewed the existing deposits duringthe year under review. Outstanding depositsfrom the public as on 31st March, 2012 excludingsecurity deposits stood at Rs.111.25 crores.(previous year Rs.112.20 Crores).

(ii) Pursuance to the responsibility vested by theHon’ble High Court of Bombay, the SpecialCommittee alongwith the Learned Amicus Curiae(appointed by Hon’ble High Court of Bombay videits order dated 14/03/2007), formulatedcomprehensive Scheme of Repayment to allclass and categories of fixed deposit holders onthe basis of availability of fund and futurerecoveries from the debtors of the company. TheHon’ble High Court of Bombay vide order dated09/02/2012 has sanctioned the Scheme ofRepayment to FixedDeposit Holders. Therepayment in pursuance to the scheme to thedeposit holders shallbe made category-wise asunder:

Principal deposit amount upto Rs.10,000/- –@55%, from Rs.10,001/- to Rs.25,000/- – @45%,Rs.25,001/- to Rs.50,000/- – @35%, Rs.50,001/-to Rs.1,00,000/- – @30% and Rs.1,00,001/- andabove – @25%.

The scheme does not provide for payment of anyinterest on any category of fixed deposits. Therepayment against fixed deposit shall be madeonly to the extent of percentage approved by theHon’ble High Court of Bombay after deductingany amount, if already partly repaid. However, ifany fixed deposit has been paid in excess of itseligibility amount under the scheme, depositorshall not be paid any further amount. Therepayment to Fixed Deposit Holders will be asper terms and conditions of the Scheme. In viewof the Scheme, the principal liability of FixedDeposit will be reduced and recast afterascertaining the receipt of claims andadjudication thereof as per terms and conditionsof the Scheme. The reduction in the liability offixed deposit has not been reported in the currentyear.

(iii) Under the petition filed by Creditors of theCompany, the Hon’ble High Court at Bombayvide its order dated 12th March, 2004 hasappointed the Special Committee to managethe affairs of the Company under the aegis ofthe Hon’ble High Court at Bombay instead of theOfficial Liquidator. Further, vide order dated 12th

April, 2004 of the Hon’ble High Court at Bombaythe Managing Director and the CompanySecretary have been directed to function underthe superintendence of the Special Committee.

3. Secured Creditors:-

The Secured Creditors liability comprises of duespayable to 1 (one) Financial Institution viz. GujaratState Financial Corporation (GSFC). The said liabilityshall be paid in line with settlement arrived at withother Banks and Financial Institutions in the past. Thereduction in the principal liability of debenture holderis in pursuance of the Scheme approved by Hon’bleHigh Court of Bombay vide order dated 27/09/2010in Company Petition No. 926 of 2009. In terms of thescheme, debenture holders holding upto 100debentures will be paid 55% of principal face valueof debentures, those holding 101 upto 1000debentures will be paid 35% of principal face valueand those holding 1001 to 20000 debentures will bepaid 25% of principal face value. The interest ondebenture liability is not payable in terms of theScheme sanctioned by Hon’ble High Court of Bombay.

The Company invited claims from debenture holdersthrough an advertisement in newspapers in October,2010 all over India. The claims received thereafterhave been paid in terms of scheme. The debentureholders who have not lodged claims have been writtenoff. The debenture liability of Repco Bank Ltd. hasalso been written off during the year pursuant to OneTime Settlement.

In view of the above and in view of the affairs of theCompany now seized before the Hon’ble High Courtof Bombay, it will be prudent to mention that all thecreditors i.e. secured and unsecured will be repaidonly under the scheme to be formulated by the SpecialCommittee and to be approved by the Hon’ble High


23


For Vijay H. Shah & Co. Basant B. BhorukaChartered Accountants Chairman

Vijay H. Shah Pankaj R. DesaiProprietor Managing DirectorMembership No. 47391

Place : Mumbai Rinku GadaniDate : 16th May, 2012 Company Secretary

Court of Bombay. No distinction regarding the security/charges are being made here because all the creditorswill be paid on the basis of scheme to be formulatedfor each class of creditor and on the basis ofavailability of funds. The funds for such scheme arebeing made available from the realization of theassets of the Company, which are primarily in the formof receivables/debtors.

4. The provision of interest liability on fixed deposits anddebentures is not required since the Hon’ble HighCourt of Bombay have approved the Schemes ofrepayment as stated above.

5. The unquoted investments have been written offduring the year as the same are not realisable.

6. The balances in various accounts included inReceivables, Loans and Advances have been shownas per values appearing in books of accounts and inview of the management, even though recoveryproceedings are legally initiated, they are consideredgood for recovery unless they have been written off.Accordingly, the penal interest debited in earlier yearshas been reduced.

7. Managerial Remuneration:

(Rs.in lacs)

31.03.2012 31.03.2011

1. Salary 11.04 4.78

2. Contribution to 1.18 0.48Provident Fund

6. Earning Per Share :

Basic earning per share has been calculated bydividing loss for the year attributable to equity

shareholders, by the weighted average number ofequity shares outstanding during the year. TheCompany has not issued any equity shares andaccordingly, the basic earning per share and dilutedearning per share are the same.

31.03.2012 31.03.2011

Weighted average number 37412020 37412020of shares Outstandingduring the year

Net (Loss) for the year (1936.58) (850.31)(in Lacs)

(Loss) per share (Rs.) (5.17) (2.27)

9. Related Party disclosure :

a) Party where control exists : Nil

b) Key Managerial Personnel : The Key ManagerialPersonnel arefunctioning under thesuperintendence ofSpecial Committee,appointed by theHon’ble High Court ofBombay pursuant toorders dated 12/3/2004& 12/4/2004 inCompany Petition No.1017/2002 CompanyApplication No 231/2004.

Mr. Pankaj R. Desai(Managing Director)

10. Previous year figures have been re-arranged, re-casted,re-grouped and/or re-adjusted wherever necessary inaccordance with the current year’s figure.

24


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012.(Rs. in lacs)

Particulars 2011-12 2010-11

CASH FLOW FROM OPERATING ACTIVITIES :

Profit / (Loss) before tax and extraordinary items (1,938.04) (850.50)

Add : Income Tax refund of earlier years 1.46 0.19

Bad debts written off 1,753.59 659.51

Operating profit before working capital changes (182.99) (190.80)

(Increase)/Decrease in net stock on hire - -

(Increase)/Decrease in loans and advances 81.70 (4.55)

(Increase)/Decrease in Trade receivables 1,235.68 761.55

Increase/(Decrease) in long term provisions 9.99 0.32

Increase/(Decrease) in current liabilities (1,917.61) (163.32)

Cash generated from operations (773.23) 403.20

Written off against NPA’s (1,753.59) (659.51)

Net Cash from Operating Activities (A) (2,526.82) (256.31)

CASH FLOW FROM INVESTING ACTIVITIES :

(Placement) / Redemption of bank deposits 313.80 245.00

Sale of Fixed Assets 42.84 -

Sale of investments 490.25 2.06

Net Cash from Investing Activities (B) 846.89 247.06

CASH FLOW FROM FINANCING ACTIVITIES :

Increase/(Decrease) in Bank Borrowings - -

Increase/(Decrease) in long term borrowings - -

Increase/(Decrease) in fixed deposits - -

Increase/(Decrease) in security deposits - -

Increase/(Decrease) in other borrowings - (678.85)

Remission of Liabilities 1,686.87 658.33

Net Cash from Financing Activities (C) 1,686.87 (20.52)

NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C) 6.94 (29.77)

CASH & CASH EQUIVALENTS AT THE BEGINNING OF YEAR 34.60 64.37

CASH & CASH EQUIVALENTS AT THE END OF YEAR 41.54 34.60


For Vijay H. Shah & Co. Basant B. BhorukaChartered Accountants Chairman

Vijay H. Shah Pankaj R. DesaiProprietor Managing DirectorMembership No. 47391

Place : Mumbai Rinku GadaniDate : 16th May, 2012 Company Secretary


25

Tea

r H

ere

�

�

LLOYDS FINANCE LIMITEDRegd. Office : Viraj Impex House, 2nd Floor, 47, P. D’ Mello Road, Mumbai - 400 009.

I, certify that I am a Registered Member / Proxy for the Registered Member of the Company. Ihereby record my presence at the 25th Annual General Meeting of the Company to be held atSUNFLOWER – II, 30th floor, World Trade Centre, Centre 1, Cuffe Parade, Mumbai - 400 005 on

Friday, the 06th day of July, 2012 at 10:30 a.m.

Name of the attending Member in full (in BLOCK LETTERS)

Name of the Proxy in full (in BLOCK LETTERS)(To be filled in if the Proxy attends instead of Member/s)

Member/s / Proxy/s Signature(s)

DP ID *

Client ID *

ATTENDANCE SLIP(To be handed over at the

entrance of the Meeting Hall)

Folio No.

No. of Shares

I / We of of

being a member / members of LLOYDS FINANCE LIMITED, hereby appoint

of or failing him

of as my/our Proxy to attend

and vote for me/us, on my/our behalf at the 25th Annual General Meeting of Lloyds Finance Limited, to be

held at SUNFLOWER – II, 30th floor, World Trade Centre, Centre 1, Cuffe Parade, Mumbai - 400 005

on Friday, the 06th day of July, 2012 at 10:30 a.m. and at any adjournment thereof.

Signed this day of 2012.

LLOYDS FINANCE LIMITEDRegd. Office : Viraj Impex House, 2nd Floor, 47, P. D’ Mello Road, Mumbai - 400 009.

Note: The Proxies must reach the Company’s Registered Office at Viraj Impex House,2nd Floor, 47,

P.D’Mello Road, Mumbai – 400 009 not less than FORTY EIGHT HOURS before the time for

holding the aforesaid meeting.

*Applicable for investors holding shares in electronic form.

DP ID *

Client ID *

PROXY FORM Folio No.

No. of Shares

Tear Here �

Signature

AffixRe. 1/-

Revenue Stamp

25th Annual General Meeting

THIS PA

GE HAS B

EEN INTENTIO

NALLY LEFT B

LANK

THIS PA

GE HAS B

EEN INTENTIO

NALLY LEFT B

LANK

BOOK - POST

If undelivered, please return to :

BIGSHARE SERVICES PVT. LTD.(Unit : Lloyds Finance Limited)E-2/3, Ansa Industrial Estate,Saki-Vihar Road, Saki Naka,Andheri (East), Mumbai-400 072.

To,

Orie

nt P

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Ltd

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LLOYDS FINANCE LIMITEDPankaj R. Desai Managing Director Mrs. Rinku Gadani Company Secretary Statutory Auditors Vijay H. Shah & Co. Chartered Accountants Mumbai. Regd. Office : Viraj

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