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Auditor Report of JM Financial Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of JM FINANCIAL LMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management responsibility of the Financial Statements

2. The management and the Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We have conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. I n our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements 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 of the state of affairs of the Company as at March 31, 2015, its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2015 (''the Order'') issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we further report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. I n our opinion, the aforesaid financial statements comply with the applicable Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014

e) on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of section 164(2) of the Act

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements;

(ii) The Company assesses periodically the foreseeable losses on all its long term contracts. As at end of the year under report there were no such foreseeable losses. The Company did not have any derivative contracts as at the date of Balance Sheet;

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 7 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF JM FINANCIAL LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

ii. The nature of business of the Company does not require it to have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company;

iii. The Company has granted Inter corporate deposit, to company covered in the register maintained under section 189 of the Act

a) According to the information and the explanation given to us receipt of the principal amount and interest are regular;

b) According to the information and the explanation given to us, there has been no overdue amount.

iv) In our opinion and according to the information and explanations given to us, 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 the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

v) The Company has not accepted any deposits from the public as covered under provisions of section 73 to 76 of the Act and rules made thereunder, hence clause 3(v) of the Order is not applicable to the Company.

vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act.

vii) a) According to the information and explanations

given to us and based on the records of the Company examined by us, the Company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income- tax, Sales-tax, Wealth Tax, Service Tax, value added tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India ;

b) According to the information and explanations given to us and based on the records of the Company examined by us, there are no outstanding dues of Income Tax, Wealth Tax, Service Tax, and Cess which have not been deposited on account of any disputes except as mentioned below:

Name Nature Period Forum Outstanding of the of the where Amount statute dues dispute is involved pending (Rs. in lakh)

Income Tax FY Commissioner 882.53 tax Act, demands 2011-12 of Income tax 1961 (Appeals)

Income Tax FY Commissioner 747.31 tax Act, demands 2010-11 of Income tax 1961 (Appeals)

Income Tax FY Commissioner 36.18 tax Act, demands 2001-02 of Income tax 1961 (Appeals)

Income Tax FY Commissioner 18.09 tax Act, demands 1997-98 of Income tax 1961 (Appeals)

Income Tax FY Commissioner 0.49 tax Act, demands 2009-10 of Income tax 1961 (TDS) (Appeals)

Income Tax FY 2010- Commissioner 0.21 tax Act, demands 11 of Income tax 1961 (TDS) (Appeals)

Income Tax FY 2011- Commissioner 0.15 tax Act, demands 12 of Income tax 1961 (TDS) (Appeals)

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

viii. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

ix. Based on our audit procedures and as per the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of any dues to a financial institution or bank.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

xi. In our opinion, and according to the information and explanations given to us, the Company has not raised any term loans during the year.

xii. During the course of our examination of the books and records of the Company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For Khimji Kunverji & Co Chartered Accountants Firm Registration No. 105146W

Place : Mumbai Shivji K Vikamsey Date: May 29, 2015 Partner (F - 2242)


Mar 31, 2014

1 We have audited the accompanying financial statements of JM Financial Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") which continues to be applicable even under the provisions of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6 In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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 affairs of the Company as at March 31, 2014;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7 As required by the Companies (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

8 As required by section 227(3) of the Act, 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 purpose 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the applicable Accounting Standards referred to in sub- section (3C) of section 211 of the Act;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act

ANNEXURE REFERRED TO IN PARAGRAPH 7 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF JM FINANCIAL LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2014

(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 (ii) of para 4 of the Order is not applicable to the Company.

(iii) The Company has neither taken nor granted any loans to parties covered in register maintained under section 301 of the Act, hence clause (iii) of para 4 of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, 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. Further, on the basis of examination of the books and records of the Company and according to the information and explanations given to us, 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) Based on the audit procedures applied and according to the information and explanations given to us, 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. However, as there are no transactions that exceed a value of Rs. 5 lakh in respect of any party made during the year, clause v(b) of para 4 of the Order is not applicable to the Company.

(vi) According to information and explanations given to us, the Company has not accepted any deposits from the public; hence clause (vi) of para 4 of the Order is not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of Company 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, it 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, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, 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 Nature Year to Amount Forum of of which it (Rs. ) where statute dues pertains dispute is appealable

Income Income F.Y. 337,18,83,334/- Commissioner Tax Act, Tax 2007-08 of Income Tax 1961 (Appeals)

Income Income F.Y. 7,47,31,050/- Commissioner Tax Act, Tax 2010-11 of Income Tax 1961 (Appeals)

Income Income F.Y. 18,08,459/- Commissioner Tax Act, Tax 1998-99 of Income Tax 1961 (Appeals)

Income Income F.Y. 36,18,493/- Commissioner Tax Act, Tax 2002-03 of Income Tax 1961 (Appeals)



(x) The Company has neither accumulated losses at the end of the financial year nor has incurred cash losses in the current year or in immediately preceding financial year.

(xi) The Company has not borrowed funds from financial institutions, banks or debenture holders; hence clause (xi) of para 4 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 (xiii) of para 4 of the Order is not applicable to the Company.

(xiv) According to the information and explanations given to us and in our opinion, the Company is not dealing or trading in shares, securities, debentures, and other investments, hence clause (xiv) of para 4 of the Order is not applicable to the Company.

(xv) 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.

(xvi) According to the information and explanations given to us, the Company has not raised any term loans; hence, clause (xvi) of para 4 of the Order is not applicable to the Company.

(xvii) According to the information and explanations given to us 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 to us, the Company has not issued any debentures; hence, clause (xix) of para 4 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 in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.



For Khimji Kunverji & Co

Chartered Accountants

Firm Registration No. 105146W



Place: Mumbai Shivji K Vikamsey

Date: May 6, 2014 Partner (F - 2242)


Mar 31, 2013

Report on the Financial Statements

1 We have audited the accompanying financial statements of JM Financial Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6 In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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 affairs of the Company as at March 31, 2013;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7 As required by the Companies (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8 As required by section 227(3) of the Act, 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 purpose 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the applicable Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure referred to in paragraph 7 of our report of even date of JM Financial Limited on the accounts of the Company for the year ended 31st March, 2013

(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 (ii) of the Order is not applicable to the Company.

(iii) The Company has neither taken nor granted loan to parties in register maintained under section 301 of the Act, hence clause (iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanation given to us, 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. Further, on the basis of examination of the books and records of the Company and according to the information and explanations given to us, 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 to us, 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 arrangements is in excess of Rs.5 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 to us, the Company has not accepted any deposits from the public, hence clause (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 of Company 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, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, 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 Nature Year to Amount Forum of of which it (Rs.) where statute dues pertains dispute is appealable

Income Income F.Y. 16,629,037/- Income Tax Tax Act, Tax 2008-09 Appellate, 1961 Tribual, 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 has neither accumulated losses at the end of the financial year nor has incurred cash losses in the current year or in immediately 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 to us, 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 to us, 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 to us, 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 to us, 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 in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For Khimji Kunverji & Co

Chartered Accountants

Firm Registration No 105146W

Place: Mumbai Shivji K Vikamsey

Date: May 30, 2013 Partner (F - 2242)


Mar 31, 2012

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


Mar 31, 2011

1. We have audited the attached Balance Sheet of JM Financial Limited ("the Company") as at March 31, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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 (Auditors 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, Profit and Loss Account 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, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Act;

v) On the basis of the written representations received from the directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 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 12 of part II of schedule M, regarding provision/payment for managerial remuneration in excess of the limits prescribed under the Act by Rs. 6,515,106/- , for which application to the Central Government is being made;

vii) In our opinion and to the best of our information and according to the explanations given to us, the 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, 2011;

b) in the case of the Profit and Loss Account, 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.

Annexure referred to in paragraph 3 of our report of even date of JM Financial Limited as at March 31, 2011

(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 (ii) of the Order is not applicable to the Company.

(iii) The Company has neither taken nor granted loan to parties in register maintained under Section 301 of the Act, hence clause (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 Rs. 5 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 (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 Companies Act, 1956 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, 2011 for a period of more than six months from the date they became payable.

We have been informed that statutory dues like Sales tax, Custom duty and Excise Duty are not applicable to the Company.

(b) According to the information and explanations given, there are no outstanding dues of Provident Fund, Employees State Insurance, Income tax, Wealth Tax, Service tax and Cess which have not been deposited on account of any dispute except as mentioned below:

Name of statute Nature of dues Year to which Amount (Rs.) Forum it pertains where dispute is pending

Income Tax Act 1961 Income tax FY 2007-08 2,657,415,522/- CIT (A)

(x) The Company has neither 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 25, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of JM Financial Limited as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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. ,lf...-. ,,

3. As required by the Companies (Auditors 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, 1 956 (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:

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, Profit and Loss Account 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, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Act;

v) On the basis of the written representations received from the directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of Section 274 (l)(g) of the Act;

vi) In our opinion and to the best of our information and according to the explanations given to us, the 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, 2010;

b) in the case of the Profit and Loss Account, 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.

Annexure referred to in paragraph 3 of our report of even date of JM FINANCIAL LIMITED as at March 31, 2010

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. . ;1

(b) The fixed assets have been physically verified by the management at reasonable intervals. 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 (ii) of the Order is not applicable to the Company.

(iii) The Company has neither taken nor granted loan to parties covered in the Section 301 register maintained, hence clause (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.

(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 Rs.5 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 (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 Companies Act, 1956 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, 2010 for a period of more than six months from the date they became payable.

We have been informed that statutory dues like Sales Tax, Custom Duty and Excise Duty are not applicable to the Company.

(b) According to the information and explanations given, there are no outstanding dues of Provident Fund, Employee State Insurance, Income Tax, Wealth Tax, Service Tax and Cess which have not been deposited on account of any dispute.

(x) The Company has neither any accumulated losses at the end of the financial year nor has incurred any cash losses 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 25, 2010

 
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