The Directors of your Company have pleasure in presenting the Twenty
 Sixth Annual Report together with the audited annual accounts for the
 financial year ended March 31, 2011.
 
 FINANCIAL RESULTS                                        (Rs. in Crore)
 
                                        For the year ended
 
                           March 31,   March 31,   March 31,   March 31,
 Particulars                 2011        2010          2011      2010
                               Consolidated             Standalone
 
 Gross income                 895.13      628.79       44.12       79.04
 
 Profit before depreciation, 
 interest & tax               492.29      261.70       20.91       38.87
 
 Less:Depreciation             12.44       12.00        0.62        0.66
 
 Interest                     241.45       58.78        0.02        0.04
 
 Add/(less): Interest 
 income/(reversal) on 
 income tax refund            (10.53)      10.53     (10.53)       10.53
 
 Profit before tax            227.87      201.45        9.74       48.70
 
 Provision for tax             57.99       49.87        2.00        3.75
 
 Deferred Tax                 (4.84)      (2.08)      (2.30)      (2.40)
 
 Tax adjustment of earlier 
 years (net)                  (0.37)      (0.42)           #        0.04
 
 Profit after tax but before 
 minority                     175.09      154.08       10.04       47.31
 interest and share in 
 associate companies
 
 Less: Share in profit of 
 minority interest (net)        7.38        4.45            -          -
 
 Add: Share in profit of 
 associates                     6.85        2.03            -          -
 
 Net Profit                   174.56      151.66        10.04      47.31
  
 Add: Balance profit 
 brought  forward from 
 earlier years              1,169.06    1,090.55     1,154.75   1,152.31
 
 Profit available for 
 appropriation              1,343.62    1,242.21     1,164.79   1,199.62
 
 Appropriations
 
 Proposed dividend
 
 - Normal                      44.99       18.74        44.99      18.74
 
 - Silver jubilee special          -       18.74            -      18.74
 
 Dividend distribution tax      7.45        6.42         1.06       2.39
 
 General reserve                5.06        6.63         1.50       5.00 
 
 Statutory reserve             15.75       17.93            -          - 
 
 Capital redemption reserve     0.85        4.69            -          - 
 
 Surplus carried to balance 
 sheet                      1,269.52    1,169.06     1,117.24   1,154.75
 
                            1,343.62    1,242.21     1,164.79   1,199.62
 
 
 # Denotes amount below Rs. 50,000/-
 
 DIVIDEND
 
 Keeping in view the overall performance during the year, your Directors
 are pleased to recommend the payment of a dividend of Rs. 0.60 per
 share for the year ended March 31, 2011. The payment of dividend
 together with distribution tax thereon will absorb Rs. 46.05 Crore. The
 dividend, if declared at the forthcoming Annual General Meeting, will
 be dispatched/remitted between July 30, 2011 and August 3, 2011 to
 those members whose names would appear in the Register of Members at
 the close of the business hours on July 21, 2011. In respect of shares
 held in dematerialised form, dividend will be credited to the bank
 account of the members as per the data furnished by the Depositories as
 on that date.
 
 FINANCIAL HIGHLIGHTS
 
 On standalone basis, your Company earned gross income of Rs. 44.12
 Crore during the year under review as against Rs. 79.04 Crore reported
 in the previous year. The profit before tax is Rs. 9.74 Crore as
 against the Rs. 48.70 Crore during the previous year. After providing
 for tax, the net profit of your Company is Rs. 10.04 Crore as against
 the net profit of Rs. 47.31 Crore in the previous year. The net worth
 of your Company at the year end stood at Rs. 1,617.80 Crore which
 translates to a book value of Rs. 21.57 per share.
 
 On consolidated basis, your Company earned gross income of Rs. 895.13
 Crore during the year under review as against Rs. 628.79 Crore in the
 previous year. The consolidated profit before tax is Rs. 227.87 Crore
 as against Rs. 201.45 Crore in the previous year. After providing for
 tax, the consolidated net profit of your Company is Rs. 174.56 Crore as
 against Rs. 151.66 Crore in the previous year.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 The employee stock option scheme instituted for the benefit of the
 employees/directors (the Employees) of the Company and its subsidiaries
 is in accordance with the Securities and Exchange Board of India
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999. During the year, your Company also obtained the in
 principle listing approval for the equity shares to be issued and
 allotted on exercise of options as and when exercised under the
 aforesaid scheme.
 
 During the year under review, the Compensation Committee of the Board
 of your Company granted 3,750,000 options to the eligible Employees.
 1,500,000 options granted earlier lapsed due to the resignation of the
 concerned Employee. Considering the above, the aggregate number of
 options granted by your Company to the Employees as on March 31, 2011
 is 14,887,500. The vesting schedule of these options is in three equal
 tranches at the end of third, fourth and fifth year from the date of
 their respective grants and exercisable within a period of 7 years from
 the date of grant. The first tranche i.e., 1/3rd of the options granted
 in April 2008 has vested in the Employees on April 15, 2011.
 
 During the current financial year i.e. 2011-12, the Compensation
 Committee of the Board of your Company has granted 7,500,000 options to
 the eligible Employees. The vesting schedule of these options is in
 three equal tranches at the end of first, second and third year from
 the date of grant viz. April 21, 2011.
 
 The disclosures required to be made under Clause 12.1 of the Securities
 and Exchange Board of India (Employee Stock Option Scheme and Employee
 Stock Purchase Scheme) Guidelines, 1999, are given in Annexure I to
 this Report.
 
 SHARES HELD IN DEMATERIALISED FORM
 
 The Companys shares are compulsorily tradable in electronic form. As
 on March 31, 2011, 99.06 % of the Companys total paid up share capital
 covering 742,765,625 equity shares has been dematerialised. Those
 members holding the shares in physical form are encouraged to avail the
 facility of dematerialisation and get their shares dematerialised.
 
 SUBSIDIARY COMPANIES
 
 Currently, the Companys subsidiaries are; JM Financial Consultants
 Private Limited, JM Financial Institutional Securities Private Limited,
 JM Financial Products Limited, JM Financial Securities Private Limited,
 JM Financial Services Private Limited, JM Financial Asset Management
 Private Limited, JM Financial Commtrade Limited, JM Financial
 Investment Managers Limited, JM Financial Ventures Limited, Infinite
 India Investment Management Private Limited, JM Financial Insurance
 Broking Private Limited, Oracle Enterprises Private Limited, JM
 Financial GILTS Limited, JM Financial Overseas Holdings Private
 Limited, Persepolis Investments Limited and Persepolis PIPE Investments
 Limited.
 
 During the year, JM Financial GILTS Limited became a subsidiary of your
 Company, while JM Financial Holdings (Mauritius) Limited and JMF - BR
 Investments Holdings (Mauritius) Limited, ceased to be the subsidiaries
 of your Company.
 
 The Company is not attaching copies of the balance-sheet, profit and
 loss account, reports of the Board of Directors and the Auditors
 thereon, in respect of the subsidiaries as required under Section
 212(1) of the Companies Act, 1956 (the Act) to its accounts as per
 the dispensation available pursuant to the directions issued by the
 Ministry of Corporate Affairs vide general circular no. 2/2011.
 However, as required under the aforesaid circular and pursuant to
 Clause 32 of the Listing Agreement, the consolidated financial
 statements of the Company duly audited by the statutory auditors forms
 part of this Annual Report. The Company shall make available, the
 annual accounts and related information of its subsidiaries, to those
 shareholders who wish to have the copies of the same. Further, these
 documents shall be available for inspection by a shareholder at the
 registered office of the Company as well as of its subsidiaries on any
 working day, except Saturdays, between 11.00 a.m. and 3.00 p.m.
 
 AWARDS FOR EXCELLENCE IN 2010-2011
 
 The Companys subsidiary, viz. JM Financial Services Private Limited
 has been awarded the Best Retail Broking House and Fastest Growing
 Equity Broking House (Large Firms) at the BSE – Dun & Bradstreet
 Equity Broking Awards 2010. Further, JM Government Securities Regular
 Plan, a GILT fund of JM Financial Mutual Fund was ranked as a Five Star
 Fund in the category of Open Ended Gilt Funds for a three year period
 ended December 31, 2010, at ICRA Mutual Fund Awards 2011. The Banking
 analysts of one of the Companys subsidiaries viz. JM Financial
 Institutional Securities Private Limited were winners of the ET
 Now/Star Mine Analyst Award for the sector.
 
 MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE REPORT
 
 The Management Discussion and Analysis for the financial year 2010-11
 and the report on Corporate Governance, as required under Clause 49 of
 the Listing Agreement executed with the Stock Exchanges, are given in
 separate sections forming part of the Annual Report.
 
 A certificate from the statutory auditors of the Company, M/s. Khimji
 Kunverji & Co., confirming compliance with the conditions of Corporate
 Governance stipulated in Clause 49 is annexed to the report on
 Corporate Governance.
 
 DIRECTORS
 
 We are proud that Dr. Vijay Kelkar, a Member of the Board of Directors
 of your Company was conferred the Padma Vibhushan by the President of
 India, the Highest Padma Award, in January 2011, for his distinguished
 and exceptional service to the Nation.
 
 In accordance with Article 130 of the Articles of Association of the
 Company read with the provisions of the Act, Mr. D E Udwadia and Mr.
 Paul Zuckerman, retire by rotation at the forthcoming Annual General
 Meeting and being eligible, offer themselves for re-appointment.
 
 Your Directors have re-appointed Mr. Nimesh N Kampani as Managing
 Director of the Company for a period of 1 (one) year
 
 commencing from April 1, 2011. The resolution seeking approval of the
 Members for the re-appointment of Mr. Kampani as Managing Director have
 been incorporated in the Notice of the Annual General Meeting which
 forms part of the Annual Report.
 
 A brief resume and other details, as stipulated under the Listing
 Agreement for each of the Directors seeking re-appointment forms part
 of the Annual Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In pursuance of Section 217(2AA) of the Act, the Directors confirm
 that:
 
 - in the preparation of the annual accounts, the applicable accounting
 standards have been followed;
 
 - they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 your Company at the end of the financial year and of the profit or loss
 of your Company for that period;
 
 - they have taken proper and sufficient care for maintaining adequate
 accounting records in accordance with the provisions of the Act, for
 safeguarding the assets of the Company and for preventing and detecting
 fraud and other irregularities;
 
 - they have prepared the annual accounts on a going concern basis.
 
 STATUTORY AUDITORS
 
 The retiring auditors, namely, M/s. Khimji Kunverji & Co., Chartered
 Accountants, Mumbai, hold office until the conclusion of the
 forthcoming Annual General Meeting and are seeking their
 re-appointment. They have confirmed that their appointment, if made, at
 the Annual General Meeting, will be within the limits prescribed under
 sub-section (1B) of Section 224 of the Act, and that they are not
 beneficially holding any security of the Company as defined under
 Section 226(3)(e) of the said Act. They have also confirmed that they
 hold a valid peer review certificate as prescribed under Clause
 41(1)(h) of the Listing Agreement. Accordingly the members approval is
 being sought to their re-appointment as Auditors of the Company at the
 ensuing Annual General Meeting and to authorise the Board of Directors
 to fix their remuneration for the financial year 2011-12.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The particulars as required under the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988, on
 conservation of energy and technology absorption are not applicable to
 your Company, since it is not a manufacturing company.  During the year
 under review, your Company has not earned any foreign exchange and the
 details of the amount spent in foreign exchange is provided in note
 number 13 and 14 of the Notes on Accounts which forms part of the
 Annual Report.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Section 217(2A) of the Act, read with
 the Companies (Particulars of Employees) Rules, 1975, is set out in
 Annexure II to this Report. In accordance with Section 219(1)(b)(iv) of
 the Act, the Report and Accounts are being sent to the Members
 excluding the aforesaid Annexure II. Any Member interested in obtaining
 a copy of the said Annexure may write to the Company Secretary at the
 registered office of the Company. Your Company had 27 employees as on
 March 31, 2011. Out of the total number of employees, 6 employees
 employed throughout the year were in receipt of remuneration of more
 than ? 60.00 Lakh per
 
 annum and 9 employees employed for part of the year were in receipt of
 remuneration of more than Rs. 5.00 Lakh per month. The total employee
 strength of JM Financial Group was 1,129 as on March 31, 2011.
 
 ACKNOWLEDGEMENTS
 
 Your Directors place on record their appreciation for the support
 extended by the Securities and Exchange Board of India, Reserve Bank of
 India, Bombay Stock Exchange Limited, National Stock Exchange of India
 Limited, Ministry of Corporate Affairs, Registrar of Companies, Forward
 Markets Commission, Multi Commodity Exchange of India Limited,
 Depositories and other authorities and look forward to receiving their
 continued support and encouragement. Your Directors would also like to
 take this opportunity to express their gratitude to the stakeholders of
 the Company for their trust and support. The Board also wishes to thank
 the employees of the Company and its subsidiaries at all levels for the
 dedicated services rendered by them.
 
 
 
 
                                    On behalf of the Board of Directors
 
 
 
                                                       Nimesh N Kampani
                                           Chairman & Managing Director
 
 
 Place: Mumbai 
 Date : May 25, 2011