1.  We have audited the attached Balance Sheet of JOINDRE CAPITAL
 SERVICES LTD. as at 31st March, 2012 and the related Profit and Loss
 Account and Cash Flow Statement for the year ended on that date annexed
 thereto, which we have signed under reference to this report. 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 the 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 by the Companies (Auditor''s Report) (Amendment) Order 2004
 (together the ''Order'') issued by the Central Government of India in
 terms of sub-Section (4A) of Section 227 of ''The Companies Act, 1956''
 of India and on the basis of such checks of the books and records of
 the Company as we considered appropriate and according to the
 information and explanations given to us, we give 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 in paragraph 3
 above, we report that:
 
 (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 appears from our examination of
 those books;
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this 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 to in sub-Section (3C) of Section 211 of the
 Companies Act, 1956;
 
 (e) On the basis of written representations received from the
 Directors, as on 31st March, 2012 and taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2012
 from being appointed as a Director in terms of 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 financial
 statements together with the notes thereon and attached thereto give in
 the prescribed manner 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:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 (ii) in the case of the Profit and Loss Account, of
 
 the profit for the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the
 
 cash flows for the year ended on that date.
  
                                            
 ANNEXURE TO AUDITOR''S REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 1) a) The Company has maintained proper records
 
 showing full particulars including quantitative details and situation
 of fixed assets.
 
 b) The Fixed Assets of the Company have been physically verified by the
 management during the year and no material discrepancies between the
 books records and the physical inventory have been noticed. In our
 opinion, the frequency of verification is reasonable.
 
 c) In our opinion and according to the information and explanations
 given to us, a substantial part of Fixed Assets has not been disposed
 off by the Company during the year.
 
 2) a) As explained to us, the inventory of shares and
 
 securities has been physically verified during the year by the
 Management. In our opinion, the frequency of verification is
 reasonable.
 
 b) According to the information and explanations given to us, in our
 opinion, 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.
 
 c) According to the information and explanations given to us and on the
 basis of our examination of records of inventory, in our opinion, the
 Company has maintained proper records of inventory of shares and
 securities and there were no discrepancies noticed on verification
 between the stocks lying in Demat Account and the book records.
 
 3) The Company has not granted or taken any loans, secured or
 unsecured, to or from any Companies, Firms or other Parties covered in
 the register maintained under Section 301 of the Act. Therefore
 paragraph 4 (iii) of the Order are not applicable.
 
 4) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods. During the course of our audit, we have
 not observed any continuing failure to correct major weaknesses in
 internal controls.
 
 5) a) In our opinion and according to the information and explanations
 given to us, the transactions that need to be entered into the register
 maintained under Section 301 of the Companies Act, 1956 have been so
 entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under Section 301 of
 the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 6) According to information and explanation given to us the Company has
 not accepted any deposits from the public within the meaning of Section
 58A and 58AA or any other relevant provisions of the Act and the Rules
 framed there under.
 
 7) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8) The Central Government of India has not prescribed the maintenance
 of cost records under Clause (d) of Sub- Section (1) of Section 209 of
 the Companies Act, 1956.
 
 9) a) According to the information and explanations
 
 given to us and according to the books and records as produced and
 examined by us, in our opinion, the Company is generally regular in
 depositing the undisputed statutory dues including provident fund,
 investor education and protection fund, employees'' state insurance,
 income-tax, wealth tax, service tax and other material statutory dues
 as applicable with the appropriate authorities.  There are no
 outstanding dues in respect of the above items, which are more than six
 months as at the Balance Sheet date.
 
 b) According to the information and explanations given to us and
 according to the books and records as produced and examined by us,
 there are no dues of income tax, service tax, wealth tax and cess etc.
 which have not been deposited on account of any dispute except
 following:
 
 Name 
 of the       Nature 
              of the     Amount (Rs,)  Period to 
                                       which the)   Statute
 
 Statute      Dues                     amount 
                                       relates
 
 Income Tax   Income 
              tax        *11,30,528/-   A.Y. 
                                       2008-09      Income Tax
 Act, 1961    and 
              Interest                              Appellate
                                                    Tribunal
 
 Income Tax   TDS U/s     16,99,738/-   A.Y.
                                       2010-11      CIT(A)
 Act,1961     201(1)/
              201(1A) & 
              Interest
 
 Income Tax   TDS U/s      9,77,217/-   A.Y.2011-12 CIT(A)
 Act,1961     201(1)/
              201(1A) & 
              Interest
 
 * Net of amounts paid under protest or otherwise
 
 10) The Company has no accumulated losses as at 31st March, 2012 and it
 has not incurred any cash losses in the immediately preceding financial
 year.
 
 11) According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any bank. The Company has neither taken any
 loans from a financial institution nor issued any debentures.
 
 12) In our opinion and according to the information and explanations
 given to us and according to the books and records as produced and
 examined by us, the Company has not granted any loans and advances on
 the basis of security by way of pledged of shares, debentures and other
 securities.
 
 13) The provisions of any special statute applicable to Chit Fund /
 Nidhi / Mutual Fund / Societies are not applicable to the Company.
 Accordingly clause 4(xiii) of the Order is not applicable.
 
 14) In our opinion and according to the information and explanations
 given to us and according to the books and records as produced and
 examined by us, the Company has maintained proper records of
 transactions and contracts relating to dealing or trading in shares,
 securities, debentures and other investments during the year and timely
 entries have been made therein and such securities have been held by
 the Company in its own name.
 
 15) In our opinion, and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 16) In our opinion and according to the information and explanations
 given to us and according to the books and records as produced and
 examined by us, the Company has not obtained any term loans.
 
 17) According to the information and explanations given to us and on an
 overall examination of the balance sheet of the Company, in our opinion
 and according to the information and explanations given to us, there
 are no funds raised on a short term basis which have been used for long
 term investment.
 
 18) According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and Companies covered in the register maintained under Section 301 of
 the Companies Act, 1956 during the year.
 
 19) The Company has not issued any debentures.  Accordingly, clause
 4(xix) of the Order is not applicable.
 
 20) The Company has not raised any money by public issues during the
 year.
 
 21) During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, we have neither come across any instance
 of fraud on or by the company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
                                    For BANSHI JAIN & ASSOCIATES
                                    Chartered Accountants
 
                                    PARAGJAIN
 
 Partner MUMBAI, 30th May 2012      Membership No.  78548