1.  We have audited the attached Balance Sheet of JM Financial Limited
 (''the Company'') as at March 31, 2012 and also the Statement of Profit
 and Loss and the Cash Flow statement 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.
 
 2.  We 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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) (hereinafter referred to as ''the Order'') issued by the
 Central Government in terms of sub-section (4A) of Section 227 of the
 Companies Act, 1956 (hereinafter referred to as ''the Act''), we
 enclose in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said Order
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 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 account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the said
 books of account;
 
 iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report comply with the
 applicable accounting standards referred to in Section 211(3C) of the
 Act;
 
 v) On the basis of the written representations received from the
 directors as on March 31, 2012 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2012 from being appointed as a director in terms of Section
 274 (1)(g) of the Act;
 
 vi) Without qualifying our report, attention is drawn to note 2.30 of
 notes to financial statements regarding provision/payment for
 Managerial Remuneration in excess of the limits prescribed under the
 Act by Rs65.15 Lakh relating to financial year 2010-11, for which
 submission to the Central Government has been made.
 
 vii) In our opinion and to the best of our information and according to
 the explanations given to us, they said accounts read together with
 significant accounting policies and notes thereon give the information
 required by the Act, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India;
 
 a) in the case of the Balance Sheet, of the state of the affairs of the
 Company as at March 31, 2012;
 
 b) in the case of the Statement of Profit and Loss, of the ''profit''
 of the Company for the year ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash flows of the Company
 for the year ended on that date.
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets have been physically verified by the management at
 reasonable interval. As informed, no material discrepancies were
 noticed on such verification.
 
 (c) The Company has not disposed off substantial part of its fixed
 assets during the year.
 
 (ii) The Company does not hold any inventory during the year, hence
 clause 4(ii) of the Order is not applicable to the Company.
 
 (iii) The Company has neither taken for granted loan to parties in
 register maintained under Section 301 of the Act, hence clause 4(iii)
 of the Order is not applicable to the Company.
 
 (iv) In our opinion and according to the information and explanation
 given, there is adequate internal control system commensurate with the
 size of the Company and the nature of its business, for the purchase of
 fixed assets and for rendering services. Further, on the basis of
 examination of the books and records of the Company and according to
 the information and explanations given, and as per the checking carried
 out in accordance with the auditing standards generally accepted in
 India, neither we have observed nor have we been reported for any
 continuing failure to correct major weaknesses in the internal control
 system relating to the aforesaid. During the year, the Company has
 neither purchased any inventory nor sold any goods.
 
 (v) (a) Based on the audit procedures applied and according to the
 information and explanations given, the contracts or arrangements
 referred to in Section 301 of the Act that need to be entered into the
 register maintained under that Section have been so entered.
 
 (b) According to the information and explanations given to us, where
 each of such contracts or arrangement is in excess of Rs5 Lakh in
 respect of any party, the contracts or arrangement have been made at
 prices which are prima facie, reasonable having regard to the
 prevailing market prices at the relevant time or the prices at which
 transactions for similar services have been made with other parties or
 as per information available with the Company.
 
 (vi) According to information and explanations given, the Company has
 not accepted any deposits from the public, hence clause 4(vi) of the
 Order is not applicable to the Company.
 
 (vii) In our opinion, the Company has an internal audit system
 
 commensurate with the size and nature of its business.
 
 (viii) The Central Government has not prescribed maintenance of cost
 records under clause (d) of sub-section (1) of Section 209 of the Act
 for the products of the Company.
 
 (ix) (a) According to the records of the Company, the Company is
 regular in depositing with appropriate authorities undisputed statutory
 dues including Provident fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income tax, Service tax, Cess and other
 material statutory dues applicable to it. There were no arrears of such
 statutory dues as at March 31, 2012 for a period of more than six
 months from the date they became payable.
 
 (b) According to the information and explanations given, there are no
 outstanding dues of Income tax, Service tax, Wealth Tax, and Cess which
 have not been deposited on account of any dispute except as mentioned
 below:
 
 Name of the   Nature of dues   Year to which  Amount (Rs)  Forum where
 Statute                        it pertains                 dispute is 
                                                            appealable 
 
 Income Tax 
 -Act           Income Tax      F.Y.2008-09   16,629,037/-  Income Tax
                                                            Appellate
                                                            Tribunal,
                                                            Mumbai
 
 We have been informed that
 statutory dues like Sales tax, Custom duty and Excise Duty are
 currently not applicable to the Company.
 
 (x) The Company neither has any accumulated losses at the end of the
 financial year nor has incurred any cash loss in the current and
 immediate preceding financial year.
 
 (xi) The Company has not borrowed funds from financial institutions,
 banks or debenture holders, hence clause 4(xi) of the Order is not
 applicable to the Company.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced to us, the Company has not
 granted any loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society, hence clause 4(xiii) of the Order is not
 applicable to the Company.
 
 (xiv) According to the information and explanations given and in our
 opinion, the Company is not dealing or trading in shares, securities,
 debentures, and other investments, hence clause 4(xiv) of the Order is
 not applicable to the Company.
 
 (xv) According to the information and explanations given, the Company
 has not given any guarantee for loans taken by others from bank or
 financial institution.
 
 (xvi) According to the information and explanations given to us, the
 Company has not raised any term loans, hence clause 4(xvi) of the Order
 is not applicable to the Company.
 
 (xvii) According to the information and explanations given and on an
 overall examination of the Balance Sheet of the Company, we report that
 no funds raised on short term basis have been used for long term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 Section 301 of the Act.
 
 (xix) According to the information and explanations given, the Company
 has not issued any debentures, hence clause 4(xix) of the Order is not
 applicable to the Company.
 
 (xx) The Company has not raised any money through a public issue during
 the year.
 
 (xxi) During the course of our examination of the books and records of
 the Company, carried out in accordance with the auditing standards
 generally accepted in India, we have neither come across any instances
 of fraud on or by the Company, noticed or reported during the course of
 our audit nor have we been informed of such case by the management.
 
                                                   For and on behalf of
 
                                                  Khimji Kunverji & Co.
 
                                                 Chartered Accountants 
 
                                              Registration No: 105146W
 
                                                    Shivji K. Vikamsey 
 
                                                               Partner
 
                                                    Membership No.2242
 
 Place: Mumbai
 
 Date: May 24, 2012