We have audited the attached Balance Sheet of JMD Telefilms Industries
 Limited as at 31st March 2011 and also the Profit & Loss Account for
 the year ended on that day annexed hereto. 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 required 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 included
 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.
 
 a.  As required by the Companies (Auditors'' Report) Order, 2003 issued
 by the Department of Company Affairs in terms of Section 227 (4A) of
 the Companies Act 1956, we enclose in the Annexure, a statement on the
 matter specified in the said Order to the extent applicable;
 
 b.  Further to our comments in the annexure referred to in paragraph 1
 above -
 
 i. 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;
 
 ii. In our opinion, proper books of accounts as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii. The Balance Sheet, Profit & Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 accounts''
 
 iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement together with notes of accounts dealt with by this
 report comply with the accounting standards referred to in sub-section
 (3C) of Section 211 of the Companies Act 1956.
 
 v. On the basis of written representations received from the Directors,
 as on 31st March 2011, and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March
 2011 from being appointed as a Director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act 1956;
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, give the information
 required by the Companies Act 1956, and give a true and fair view in
 conformity with the accounting principles generally accepted in India
 :- 1. in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2011;
 
 2.  in the case of the Profit and Loss Account, of the Profit for the
 year ended on that date;
 
 3.  in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT (Referred to in Paragraph 1 of our
 report of even date)
 
 1.  (a) The Company has maintained proper books of records showing full
 particulars including quantitative details and situations of fixed
 assets.
 
 (b) As per the information and explanations given to us, the Company
 has carried out physical verification of fixed assets during the year.
 In our opinion, the frequency of such verification is reasonable.
 
 (c) In our opinion and according to the information and explanation
 given to us, the Company has not made any substantial disposal during
 the year.
 
 (d) The procedure of physical verification of stock & securities
 followed by management are reasonable and adequate in relation to the
 size of the Company nature of its business.
 
 2.  The inventory has been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable.
 
 The procedures of physical verification of inventories followed by the
 management are reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 On the basis of our examination of the records of inventory, we are of
 the opinion that the Company is maintaining proper records of
 inventory. The discrepancies noticed on verification between the
 physical stocks and the book records were not material.
 
 3.  (a) According to the information and explanation given to us and on
 the basis of records furnished before us, the Company has not granted
 any loans, secured or unsecured to Companies, firms or other parties
 covered in the register maintained under section 301 of the Companies
 Act, 1956.
 
 (b) In view of above, Clause 4(iii)(a),(b),(c) and (d) of Companies
 (Auditors'' Report) Order, 2003 are not applicable.
 
 (c) According to the information and explanation given to us and on the
 basis of records furnished before us for the verification, the Company
 has not taken any loans, secured or unsecured from Companies, firms or
 other parties covered in the register maintained under section 301 of
 the Act.
 
 (d) In view of above, clause 4(iii)(e), (f) and (g) of Companies
 (Auditors'' Report) Order, 2003 are not applicable.
 
 4.  In our opinion and according the information & explanations given
 to us, there are adequate internal control procedures commensurate with
 the size of the Company and nature of business with regard to purchase
 and sales. During the course of our Audit, we have not observed any
 continuing failure to correct major weakness of internal audit.
 
 5.  (a) In our opinion and according the information & explanations
 given to us, the particulars of contract or arrangements that were
 required to be entered in the register maintained under Section 301 of
 the Companies Act 1956 have been so entered in the said register.
 
 (b) In respect of transactions entered exceeding the value of five lacs
 in the register maintained in pursuance of Section 301 of the Companies
 Act 1956, according to information and explanation given to us, the
 transactions made pursuance of such contracts or arrangements have been
 made at prices which are prima-facie reasonable having regard to
 prevailing market prices at the relevant time.
 
 6.  The Company has not accepted any deposits from the public hence
 Clause 4(vi) of Companies (Auditors'' Report) Order 2003 is not
 applicable.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 8.  We are informed that the Central Government has not prescribed
 maintenance of cost records under section 209(1)(d) of the Companies
 Act 1956 in respect of products dealt with by the Company.
 
 9.  (a) In our opinion and according to the information and
 explanations given to us, undisputed statutory dues including Provident
 Fund, Investors'' Education & Protection Fund, Employees State Insurance
 Scheme, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty,
 CESS and any other statutory dues have been regularly deposited in time
 during the year with appropriate authorities and there are no
 undisputed statutory dues payable for a period of six months from the
 date they became payable as at 31st March 2011.
 
 (b) According to the information and explanation given to us there are
 no disputes pending before the authorities in respect of Sales Tax,
 Income Tax, Custom Duty and CESS.
 
 10.  The Company does not have accumulated losses as at the end of
 financial year and has not incurred cash losses in the current
 financial year and in the immediate preceding financial year.
 
 11.  According to the records made available to us and information and
 explanation given to us by the management, the Company has not
 defaulted in repayment of any dues to financial institutions or banks.
 
 12.  According to the information and explanations given to us, the
 Company has not granted any loans & advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 13.  In our opinion, the Company is not chit fund, nidhi, mutual fund
 and societies and accordingly clause 4(xiii) of Companies (Auditors''
 Report) Order, 2003 is not applicable.
 
 14.  In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of transactions
 and contracts relating to dealing in shares, securities and other
 investments during the year and timely entries have been made therein.
 Further, such securities have been held by the Company in its own name
 or are in the process of transfer in its name, except to the extent of
 the exemption granted section 49 of the Act.
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has not given guarantees for loans taken by
 others from Banks & Financial Institutions. Accordingly Clause 4(xv) of
 Companies (Auditors'' Report) Order, 2003 is not applicable.
 
 16.  In our opinion and according to the information and explanations
 given to us, the Company has not obtained any Term Loan. Accordingly
 Clause 4(xvi) of Companies (Auditors'' Report) Order, 2003 is not
 applicable.
 
 17.  According to the information and explanations given to us and on
 the basis of and overall examination of the Balance Sheet of the
 Company, no funds raised on short term basis have been utilized for
 long term investment and vice versa.
 
 18.  The company has not made preferential allotment of shares to
 parties and/or to the companies covered in the register maintained
 under section 301 of the Companies Act 1956.Therefore, the provisions
 of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are
 not applicable to the Company.
 
 19.  During the period, the Company has not issued unsecured debentures
 on private placement basis and therefore, the provisions of clause
 4(xix) of the Companies (Auditors Report) Order, 2003 are not
 applicable to the Company.
 
 20.  The Company has not raised any money through public issue during
 the year and therefore, the provisions of clause 4(xx) of the Companies
 (Auditors Report) Order, 2003 are not applicable to the Company.
 
 21.  During the course of examination of the books and records of the
 Company, carried out in accordance with generally accepted auditing
 practices in India, and according to the information and explanation
 given to us, we have neither come across any instance of fraud on or by
 the Company noticed or reported during the period nor we have been
 informed of such instances by the management.
 
                                    For Mehta Kothari & Associates 
 
 Place : Mumbai                              Chartered Accountants
 
 Date  : June 30, 2011                             Pradip C. Mehta
                                                           Partner