Management's Responsibility for the Financial Statements

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 flow 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") read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of 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.

Auditor's Responsibility

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.

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 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.

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

We report that 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 Profit and Loss Account, of the profit for the year ended on that date.

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2003 (as amended), issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 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 during the course of audit, we annex hereto a statement on the matters specified in paragraphs 4&5 of the said Order to the extent to which they are applicable.

2. Further to our comments in the Annexure referred to in paragraphs above, we report that:

a) We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance sheet, the Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section 3(c) of section 211 of the Companies Act, 1956.

e) On the basis of written representation received from Directors and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31.3.2014 from being appointed as a Director of the Company under clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

3. In our opinion and to the best of our information and according to the explanations given to us, the accounts read with notes thereon give the information required by the Companies Act, 1956 (as amended) in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

a) in case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2014 and

b) In the case of the Profit & Loss Account, of the profit for the year ended on that date.

c) In case of cash flow statement, of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 1 of the auditors' report to the Members of JMG CORPORATION LIMITED on the accounts for the year ended March 31, 2014.

(i) a) The company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets.

b) The Fixed assets of the company have been physically verified by the management in accordance with a phased programme of verification adopted by the company during the year. No material discrepancies have been noticed on physical verification as confirmed by the management.

c) As per the information and records provided to us, the manufacturing division along with all its assets situated at Gurgaon has been disposed off by the Company during the year.

(ii) a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, 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) On the basis of our examination of the record of inventories, we are of the opinion that the company is maintaining proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of stock as compared to books stock.

(iii) a) According to the information and explanations given to us, the company had not taken any unsecured

loan from the parties covered in the register maintained under section 301 of the Companies Act, 1956. The loan outstanding amounting to Rs. 41 Lacs at the beginning of the year from the party covered under section 301 of the Companies Act, 1956 has been paid off during the year.

b) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, are not prima facie, prejudicial to the interest of the company.

(iv) On the basis of checks carried out during the course of audit and as per 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 inventories, 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.

(v) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to information and explanations given to us, there is no transactions in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) On the basis of our scrutiny of the company's record and according to information and explanations provided by the management, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Act.

(vii) The Company has an internal audit system which is commensurate with the size of the Company and nature of its business.

(viii) We are informed that the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident Fund, sales tax income tax, service tax and other material statutory dues applicable to it. As explained to us, the Employee's Insurance Scheme is not applicable to the Company.

b) According to the information and explanations given to us, no undisputed amount payable in respect of sales tax, income tax, service tax and cess were in arrear, as on March, 31,2014 for a period of more than six months from the date they become payable.

(x) 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.

(xi) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the Company has not defaulted during the year in repayment of dues to Banks/Financial institutions.

(xii) As per records of the company and according to the information and explanations provided by the management, the company has not granted any loans and advances on the basis of security by way of pledge of share debentures and other securities, paragraph 4 (xii) of the order is not applicable.

(xiii) As Company is not a chit fund/nidhi/mutual benefit funds/society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the order is not applicable.

(xiv) As per records of the company and according to the information and explanations provided by the management, the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the order is not applicable.

(xv) According to the information and explanations provided by the Management, the Company has not given any guarantees for loans taken by others from banks, paragraph 4 (xv) of the order is not applicable.

(xvi) The Company has not taken any term loan, paragraph 4(xvi) of the order is not applicable.

(xvii) According to the information and explanations given to us and on the basis of our overall examination of the Cash Flow Statement, 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 to the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) As the company has not issued any debentures, paragraph 4(xix) of the order is not applicable.

(xx) During the year, since the company has not raised money by way of public issue, paragraph 4(xx) of the order is not applicable.

(xxi) During the course of our examination of the books of accounts carried out in accordance with generally accepted audit practices in India and according to information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have been informed of such case by the management.

                                             FOR ANDROS & COMPANY 
                                            CHARTERED ACCOUNTANTS

                                                              Sd/-
PLACE : New Delhi                              (CA SANJEEV GUPTA)
DATE : 14-08-2014                                        PARTNER
                                           Membership No. 092264 
                                                   FRN : 008976N