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Auditor Report of ACE Edutrend Ltd.

Mar 31, 2014

1. We have audited the accompanying financial Statement of ACE EDUTREND LIMITED (the "company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss Account and Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s 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 notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. 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 the 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 the 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 the 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 the 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 fairview 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 31 st March, 2014;

(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 the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s 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.

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 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 it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs).

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

ANNEXURE TO THE AUDITORS'' REPORT OF ACE EDUTREND LIMITED

REFERRED TO IN OUR REPORT OF EVEN DATE

1. In Respect of Fixed Asset

a) The Company Is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) There has been no sale of substantial part of the fixed assets during the year and therefore, it does not affect the going concern assumption.

2. The Company is engaged in Educational & Training Services. Therefore paragraph (2) of the order is not applicable.

3. a) The Company has neither granted nor taken any loan secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

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 activities. 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, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 301 of the Act.

b) In our opinion, and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, 1956 aggregating during the year to Rs. 500000/- (Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintain cost records as prescribed u/s 209 (1) (d) of the Act.

7. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, the undisputed amount payable in respect of statutory dues were outstanding as at 31st March, 2014 for the period of more than six month from the date of becoming payable except the Income tax of Rs.8641246/-as on 31st March, 2014.

b) The Company doesn''t have any disputed dues of Sales Tax/lncome Tax/Customs/Wealth Tax/Excise Duty/Cess, etc. which have not been deposited.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi/ Mutual Benefit Fund/ Society and hence compliance with special statute does arise.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

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, the Company has not raised any term loans.

17. According to the information and explanations given to us, no funds on short term basis have been raised by Company.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Act during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year under consideration.

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, and according to the 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 we been informed of such case by the Management.

For PVR- N & Co. Chartered Accountants Pradeep Kumar Jindal Partner Place: New Delhi M. No.:082646 Date: 30th May, 2014 F. Regn No.: 004062N


Mar 31, 2012

1. We have audited the attached Balance Sheet of ACE EDUTREND LIMITED. as at 31st March, 2012 and also the Profit and Loss Account and 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 principals' 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 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to 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 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 & Loss Account and Cash Flow Statement dealt with by this report are in the agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & 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, we report that 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 accounts give 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 principals 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 and

ii) In the case of Profit & 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 REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars including quantitative details and location of its Fixed Assets.

(b) All the Fixed Assets have been physically verified by the Management during the year according to regular programme of verification which, in their opinion, is reasonable having regard to the size of the Company and nature of its assets.

(c) During the year, the Company has not disposed off any plant and machinery.

2. There were no stock of inventories during the year so no need for physical verification.

3. The Company not granted / taken unsecured loans to / from Companies, Firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956 and/or form the Companies under the same management as defined under sub-section (IB) of Section 370 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 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, no major weakness has been noticed in the internal controls.

5. 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 u/s 301 of the Companies Act, 1956 have been so entered.

6. In our opinion and according to the information and explanations given to us, the Company has not to be complied with the provisions of Sections 58A and 58AA of the Companies act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits, as the Company has not accepted any deposits from the public.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of accounts relating to materials, labours and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed amounts and records have been made and maintained.

9. (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 protection fund, employees' state insurance, income-tax, sales-tax, wealth- tax, custom duty, excise-duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, an amount of Rs. 18,50,775/- payable in respect of income-tax was outstanding, as at 31.03.2012 for a period of more than six months from the date they became payable.

10. The Company does not have any accumulated losses and it has not incurred cash losses during the current financial year covered by our audit and the immediately preceding financial year

11. 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 registers maintained u/s 301 of the Companies Act, 1956

12. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions, banks or debenture holders.

13. Based on our examination of documents and records, we are of the opinion that the Company is not required to maintain any records, as the Company has not granted any loans and advances on the bases of security by the way of pledge of shares, debentures and other securities.

14. We have been informed that the provisions of any special statute applicable to Chit Funds, Nidhi's, Mutual Benefit Funds and Societies are not applicable to the Company.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the Company is not having any Investments in the shares, securities, debentures and other securities.

16. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

17. The Company has not obtained any Term Loans.

18. During the period covered by our Audit Report The Company has made no allotment of shares.

19. During the period covered by our Audit Report, the Company has not issued any debentures. The Company has not created any security in respect of debentures issued.

20. That we have not to verify the end use of money as no money was raised by public issues.

21. 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 PVR-N & Co.

Chartered Accountants

sd/-

CA Pradeep Kumar Jindal

Partner

Place: New Delhi M.No. 82646

Date: 31.08.1012 Firm No-0040624N


Mar 31, 2010

1. We have audited the attached Balance Sheet of ACE INDIA LIMITED as at 31st March, 2010 and also the Profit and Loss Account and 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 principals 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 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to 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 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 & Loss Account and Cash Flow Statement dealt with by this report are in the agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & 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 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010, 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 accounts give 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 principals generally accepted in India.

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31 st March, 2010

ii) In the case of Profit & Loss Account of the Profit for the year ended on that date and

iii) In the case of Cash Flow statement of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1: (a) The Company has maintained proper records showing full particulars including quantitative details and location of its Fixed Assets.

(b) All the Fixed Assets have been physically verified by the Management during the year according to regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. No material descriptions with respect to books and records were noticed on such verification.

(c) During the year, the Company has not disposed off any plant and machinery.

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory.

3. The Company not granted / taken unsecured loans to / from Companies, Firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956 and/or form the Companies under the same management as defined under sub-section (IB) of Section 370 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 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, no major weakness has been noticed in the internal controls.

5. 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 u/s 301 of the Companies Act, 1956 have been so entered.

6. In our opinion and according to the information and explanations given to us, the Company has not to be complied with the provisions of Sections 58A and 58AA of the Companies act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits, as the Company has not accepted any deposits from the public.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed the books of accounts relating to materials, labours and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed amounts and records have been made and maintained.

9. (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 protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise-duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, wealth-tax, sales- tax, custom-duty and excise duty were outstanding, as at 31.03.2010 for a period of more than six months from the date they became payable.

10. The accumulated losses of the Company are not more than fifty percent of its net worth. The Company not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. 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 registers maintained u/s 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees 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.

12. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions, banks or debenture holders.

13. Based on our examination of documents and records, we are of the opinion that the Company is not required to maintain any records, as the Company has not granted any loans and advances on the bases of security by the way of pledge of shares, debentures and other securities.

14. We have been informed that the provisions of any special statute applicable to Chit Funds, Nidhis, Mutual Benefit Funds and Societies are not applicable to the Company.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records.

We also report that the Company is not having any Investments in the shares, securities, debentures and other securities.

16. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

17. The Company has not obtained any Term Loans.

18. 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.

19. During the period covered by our Audit Report, the Company has not issued any debentures. The Company has not created any security in respect of debentures issued.

20. That we have not to verify the end use of money as no money was raised by public issues.

21. 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 PVR-N & Co. Chartered Accountants

Sd/-

CA Pradeep Kumar Jindal

Partner

M. No. 82646

Place : New Delhi Date : 5th May, 2010

 
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