We have audited the attached Balance Sheet of ZODIAC- JRD-MKJ LIMITED
 as at 31st March, 2011 and also the Profit & Loss Account for the year
 ended on that date annexed thereto and cash flow statement for the
 period ended on that date. These financial statements are the
 responsibility of Company''s management. Our responsibility is to
 express opinion on these financial statements based on our audit.
 
 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 mis-statement. An audit includes
 examining, on a test basis, evidence supporting the amounts &
 disclosures in financial statements. An Audit also includes assessing
 the accounting principles used & 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 Manufacturing and Other Companies (Auditors
 Report) Order, 1988 issued by the Central Government of India in terms
 of Section 227 (4A) of the Companies Act 1956, as per information &
 explanation given to us, we give in the Annexure, a statement on the
 matters specified in Paragraph 4 & 5 of the said Order.
 
 2.  Further to our comments in the Annexure referred to in Paragraph 1
 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 accounts as required by law have
 been kept by the Company so far as it appears from our examination of
 the books of the Company.
 
 (c) The Balance Sheet and Profit and Loss Account referred to in this
 report are in agreement with the books of accounts.
 
 (d) In our opinion, the Balance Sheet & Profit & Loss account dealt
 with by this report comply with the accounting standards referred to in
 Sec.211 (3C) of the Companies Act, 1956.
 
 (e) 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 and
 section 274(1) (g) 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 gives the information
 required by the Companies Act, 1956 in the manner so required 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 the Company''s
 affairs as at 31st March, 2011 and
 
 (ii) In the case of Profit and Loss Account of the profit for the year
 ended on that date.
 
 (iii) In the case of Cash Flow statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT
 
 (Referred to in paragraph 2 of our report of even date on the accounts
 for the year ended 31st March, 2011 of ZODIAC - JRD - MKJ LIMITED.)
 
 1. In respect to Fixed Assets :
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets. All fixed
 assets have been physically verified by the management at periodical
 intervals during the year which, in our opinion , is reasonable having
 regard to the size of the company and the nature of its assets.
 According to the information and explanations given to us, no material
 discrepancies were noticed on such verification.
 
 (b) There was no disposal of fixed assets during the year.
 
 2. In respect to its inventories :
 
 (a) As explained to us, the management has conducted physical
 verification of inventory at reasonable intervals.
 
 (b) According to the information and explanations given to us, the
 procedures of physical verification of stocks followed by the
 management are reasonable and adequate in relation to the size of the
 company and the nature of its business.
 
 (c) In our opinion & according to the information and explanations
 given to us the company has maintained proper records of inventory and
 no material discrepancies were noticed on physical verification.
 
 3.  According to information and explanations given to us, the company
 has not granted / taken any loans, secured or unsecured to/from
 companies, firms or other parties covered in register required to be
 maintained under section 301 of the Companies Act, 1956.
 
 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, for the purchase of inventory and fixed assets and for the
 sale of goods. During the course of our audit, no major weakness has
 been noticed in the internal controls.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, there are the transactions made in pursuance
 of contract or arrangements, that need to be entered into the register
 required to be 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, there are no transactions in pursuance of contract or
 arrangements entered in the register to be maintained under Section 301
 of the Companies Act, 1956 aggregating during the year to Rs.
 5,00,000/- (Rupees Five Lacs Only) or more in respect of any party.
 
 6.  The Internal Audit of the company has been carried out by an
 independent firm of Chartered Accountants.  In our opinion, the
 internal audit functions carried out have been commensurate with the
 size and nature of its business.
 
 7.  We have been informed that the Central Government has not
 prescribed maintenance of cost records under section 209(1) (d) of the
 Companies Act, 1956.
 
 8.  According to the records of the Company, the Company is regular in
 depositing statutory dues including Provident Fund, Investor Education
 and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax,
 Customs Duty, Excise Duty, cess and other statutory dues applicable to
 it with the appropriate authorities. According to the information and
 explanations given to us, no undisputed amounts payable in respect of
 Income- tax, wealth tax, sales-tax, customs duty and excise duty were
 outstanding at the year end for a period of more than six months from
 the date they became payable.
 
 9.  The Company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses during the current and
 immediately preceding financial year.
 
 10.  The Company does not have any borrowings from financial
 institution, bank and by way of debentures.
 
 11.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Therefore, the provisions of clause 4 (xii) of the Companies (Auditor''s
 Report) Order,2003 are not applicable to Company.
 
 12.  In our opinion and according to the information and explanations
 given to us, the nature of activities of the Company does not attract
 any special statute applicable to chit fund and nidhi / mutual benefit
 funds / societies.
 
 13.  In respect of dealing in securities and other investments, in our
 opinion and according to the information and explanations given to us,
 proper records have been maintained of the transactions and contracts
 and timely entries have been made therein.  The securities and other
 investments have been held by the Company in its own name.
 
 14.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by its subsidiaries
 and associates from banks or financial institutions.
 
 15.  The Company did not have any term loans outstanding during the
 year.
 
 16.  We have been informed by the management and on overall examination
 of the Balance Sheet of the company, we report that the funds have not
 been raised on short-term basis and or long term during the current
 financial year .Surplus funds of the company which were not required
 for immediate utilization have been gainfully invested in Mutual Fund,
 Liquid Fund and investments,
 
 17.  The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 18.  The Company has not issued any debentures during the year.
 
 19.  The Company has not raised any money through a public issue during
 the year.
 
 20.  Based upon the audit procedures performed and information and
 explanations given by the management, we report that no fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
                                          For ARUN GANATRA & CO.,
 
                                          Chartered Accountants
 
                                                FRNNo.:100558W
 
 Place : Mumbai                                 (A. L. GANATRA)
 
 Dated : 18-8-2011                                  Proprietor
 
                                         Membership No. 031720