Auditor Report of Lloyds Finance Ltd.

Mar 31, 2013

We have audited the attached Balance Sheet of LLOYDS FINANCE LIMITED as at 31st March, 2013 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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 includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4-A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters 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 Companies Act, 1956.

(e) As per the information & explanation given to us, none of the Directors of the Company are disqualified from being appointed as Directors under clause (g) of sub section (1) of section 274 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 sajd accounts read with the notes thereon give the information required by the Companies Act, 1956 in the matter so required and give a true and fair view in conformity of the accounting principles generally accepted in India.

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31,2013.

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

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

Annexure referred to in paragraph 1 of the Auditors Report to the Members of LLOYDS FINANCE LIMITED on the Accounts for the year ended 31st March, 2013.

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

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

3. The Company has neither accepted fresh deposits nor renewed the existing deposits during the year under review. Outstanding deposit from the public as on 31st March, 2013 stood at Rs.11.00 Crores (previous year Rs.111.25 crores). The Hon''ble High Court of Bombay vide its order dated 09/02/2012 has approved the Scheme of Repayment to all classes and categories of Fixed Deposit Holders. The scheme does not provide for payment of any interest on any category of fixed deposits. The liability of fixed deposits has been adjusted pursuant to Scheme of Repayment sanctioned by Hon''ble High Court of Bombay.

4. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax and any other statutory dues with the appropriate authorities. The Company has disputed Sales Tax Liabilities amounting to Rs.325.20 lacs, for which appeals are pending.

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

6. Company''s loan fund at the year-end is Rs.1160.00 lacs as compared to Rs.12157.19 lacs in the previous year. The reduction was due to settlement, repayment and reduction of fixed deposit liability pursuant to Scheme of Repayment sanctioned by Hon''ble High Court of Bombay.

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

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

9. In our opinion and according to information and explanation given to us, the Company has not issued any 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 carried out by us, any fraud on or by the Company has not been noticed or reported during the year under report.

For VIJAY H. SHAH & Co.

Chartered Accountants

Place: Mumbai (VIJAY H. SHAH)

Date: 14th May, 2013. Proprietor

Membership No-. 47391.

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Mar 31, 2012

We have audited the attached Balance Sheet of LLOYDS FINANCE LIMITED as at 31st March, 2012 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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 includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4-A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters 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«s 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 Companies Act, 1956.

(e) As per the information & explanation given to us, none of the Directors of the Company are disqualified from being appointed as Directors under clause (g) of sub section (1) of section 274 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 Companies Act, 1956 in the matter so required and give a true and fair view in conformity of the accounting principles 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 on that date. '

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

Annexure referred to in paragraph 1 of the Auditors Report to the Members of LLOYDS FINANCE LIMITED on the Accounts for the year ended 31 st 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 to the Company for the year.

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

3. The Company has neither accepted fresh deposits nor renewed the existing deposits during the year under review. Outstanding deposit from the public as on 31st March, 2012 excluding security deposits 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 of Repayment to all classes and categories of Fixed Deposit Holders. The scheme does not provide for payment of any interest on any category of fixed deposits.

4. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax and any other statutory dues with the appropriate authorities. The Company has disputed Sales Tax Liabilities 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. The Company has incurred losses during the current year and also during immediately preceding financial year.

6. Company's loan fund at the year-end is Rs.12157.19 lacs as compared to Rs.14102.65 lacs in the previous 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 and advances granted on the basis of security by way of pledge of shares and debentures and similar other securities.

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

9. In our opinion and according to information and explanation given to us, the Company has not issued any 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 carried out by us, any fraud on or by the Company has not been noticed or reported during the year under report.

For VIJAY H SHAH & Co.

Chartered Accountants

Place: Mumbai VIJAYH.SHAH

Date : 16th May, 2012. Proprietor

Membership No.47391.

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Mar 31, 2011

We have audited the attached Balance Sheet of LOYDS FINANCE LIMITED as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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 includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4-A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters 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 Companies Act, 1956.

(e) As per the information & explanation given to us, none of the Directors of the Company are disqualified from being appointed as Directors under clause (g) of sub section (1) of section 274 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 Companies Act, 1956 in the matter so required and give a true and fair view in confirmity of the accounting principles generally accepted in India.

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31, 2011.

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

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

Annexure referred to in paragraph 1 of the Auditors Report to the Members of LLOYDS FINANCE LIMITED on the Accounts for the year ended 31 st March, 2011.

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

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

3. The Company has neither accepted fresh deposits nor renewed the existing deposits during the year under review. Outstanding deposit from the public as on 31st March, 2011 excluding security deposits and inter corporate deposit stood at Rs.112.20 Crores. The Special Committee appointed by the Honble High Court at Bombay is in cnarge of the management and affairs of the Company and entitled to frame a scheme for the payment of dues of secured and unsecured creditors including fixed deposit holders. The Special Committee after the approval of the Honble High Court of Bombay, in addition to the payment of deposits up to Rs.5000/-, has commenced payment of the deposits of principal amount between Rs.5001/- to Rs.10000/- from the month of August, 2006.

4. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax and any other statutory dues with the appropriate authorities. The Company has disputed Sales Tax Liabilities amounting to Rs.342.74 lacs, for which appeals are pending.

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

6. Companys loan fund at the year-end is Rs.14102.65 lacs as compared to Rs.14955.31 lacs in the previous 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 and advances granted on the basis of security by way of pledge of shares and debentures and similar other securities.

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

9. In our opinion and according to information and explanation given to us, the Company has not issued any 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 carried out by us, any fraud on or by the Company has not been noticed or reported during the year under report.



For VIJAY H. SHAH & Co. Chartered Accountants

VIJAY H. SHAH Proprietor

Place: Mumbai Date : 12th April, 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of LLOYDS FINANCE LIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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 includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4-A) of the Companies Act, 1956, we enclose In the Annexure a statement on the matters 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 Companies Act, 1956.

(e) As per the information & explanation given to us, none of the Directors of the Company are disqualified from being appointed as Directors under clause (g) of sub section (1) of section 274 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 Companies Act, 1956 in the matter so required and give a true and fair view in confirmity of the accounting principles generally accepted in India.

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31, 2010.

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

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

Annexure referred to in paragraph 1 of the Auditors Report to the Members of LLOYDS FINANCE LIMITED on the Accounts for the year ended 31 st March, 2010.

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

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

3. The Company has neither accepted fresh deposits nor renewed the existing deposits during the year under review. Outstanding deposit from the public as on 31st March, 2010 excluding security deposits and inter corporate deposit stood at Rs.113.93 Crores. The Special Committee appointed by the Honble High Court at Bombay is in charge of the management and affairs of the Company and entitled to frame a scheme for the payment of dues of secured and unsecured creditors including fixed deposit holders. The Special Committee after the approval of the Honble High Court of Bombay, in addition to the payment of deposits up to Rs.5000/-, has commenced payment of the deposits of principal amount between Rs.5001/- to Rs.10000/- from the month of August, 2006

4. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax and any other statutory dues with the appropriate authorities. The Company has disputed Sales Tax liabilities amounting to Rs. 69.95 lacs for which appeals are pending.

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

6. Companys loan fund at the year-end is Rs.14955.31 lacs as compared to Rs.17789.45 lacs in the previous 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 and advances granted on the basis of security by way of pledge of shares and debentures and similar other securities.

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

9. In our opinion and according to information and explanation given to us, the Company has not issued any 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 carried out by us, any fraud on or by the Company has not been noticed or reported during the year under report.

For VIJAY H. SHAH & Co.

Chartered Accountants

Place: Mumbai VIJAY H. SHAH

Date : 07th May, 2010 Proprietor