Auditor Report of Birla Shloka Edutech Ltd.

Mar 31, 2015

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

Management' Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone 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 the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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; and 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 there-under.

We 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.

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 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31 March, 2015, and its loss and its 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, 2015,("the order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by section 143(3) of the Act, we 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 it appears from our examination of those books.

c) The Balance Sheet, the 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 aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors, as on March 31, 2015 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) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: (i) The Company does not have any pending litigation which would impact financial position.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date on the accounts of BIRLA SHLOKA EDUTECH LIMITED for the year ended March 31, 2015)

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

(b) As informed and explained to us, all Fixed Assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals;

(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 were generally reasonable and adequate in relation to the size of the company and the nature of its business;

In our opinion and according to the information and explanations given to us and records produced before us, the company is maintaining proper records of its inventories and no material discrepancy has been observed by the management during the course of verification;

(iii) The Company has granted unsecured loan to companies covered in the register maintained under section 189 of the Companies Act, 2013 aggregating to Rs.19,44,99,583 and the number of parties involved are 06. For detail refer Note No. 31 of the Notes on Financial Statement; and

a) The principle amount and interest are still recoverable and

b) Considering the nature of loan granted i.e. receivable on demand, loan can not be overdue and accordingly, this clause is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

(v) The company has accepted deposits after duly complied with the provisions of the Companies Act, 1956 and there is no contraventions of the provisions of the Companies Act, 2013 and erstwhile Companies Act, 1956. However, as per the provisions of the Companies Act, 2013 the Company was required to repay all the deposits accepted by it prior to the commencement of the Companies Act, 2013 on or before 31/3/2015. Due to financial constraints, the Company has filed a petition before the Hon'ble Company Law Board under Section 74 (2) of the Companies Act, 2013 seeking extension of time to repay deposits and the matters is pending before the Hon'ble Company Law Board.

The Company has received an Order Dt. 14th October, 2014 passed by Company Law Board, Mumbai Bench. Based on the records and information provided, the said Order has been complied with.

(vi) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013

(vii) (a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, value added tax, cess and any other statutory dues with the appropriate authorities during the year.

(b) According to the information and explanations given to us, except Sales tax dues, there are no other dues of Income Tax / Service tax / Customs duty / Excise duty / Cess, which have not been deposited on account of any dispute; The Details of Sales Tax dues are as follows ;

Accounting Year Amount Rupees Authority before which the matter is pending

2009-10 3,49,05,325/- Tribunal Sales Tax Department

(c) According to the records of the Company, there are no amounts required to education and protection fund in accordance with the relevant provisions of Section 125 of the Companies Act, 2013and the rules framed there under are not applicable.

(viii) The Company's accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company did not incurred cash loss in current year as well as in previous year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(x) According to the information and explanations given to us and the record examined by us , the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company

(xi) Based on information and explanations given to us by the management, the Company has not taken any term loan hence clause 3 (xi) of the Order is not applicable to the Company

(xii) 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 any such case by the management.

For Jai Prakash Upadhayay & Co.

Chartered Accountants

Firm Registration Number: 125073W

Jai Prakash Upadhayay

Proprietor

Membership No: 116778

Place: Mumbai

Date: May 28, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Birla Shloka Edutech Limited (the company), which comprise the Balance Sheet as at 31st March 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.

Managements 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 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") read with the general circular 15/2013 dt. 13th September,2013. Of the Ministry of Corporate Affiars in respect of section 133 of Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors 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 misstatements.

An audit involves performing procedures to obtain audit evidences about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation 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 financial statements.

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

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 case of the Balance Sheet, of the state of affairs of the company as at 31st March 2014;

b. In case of the Statement of Profit and Loss, of the loss for the period ended on that date; and

c. In case of the 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 ("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.

2. 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 accounts as required by law have been kept by the company so far as appears from our examination of books;

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

d. In our opinion, Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representation received from the Directors as on March 31, 2014, we report that none of the Director is disqualified as on March 31, 2014 from being appointed as director in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956.

Annexure to Audit Report

Report in terms of Paragraph 4 and 5 given in Section 227(4A) of the Companies Act, 1956 (Companies (Auditor''s Report) Order, 2003), issued by the Central Government:

i. FIXED ASSETS

a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets;

b) As explained to us, the assets have been physically verified by the management in accordance with a phased program of verification of its fixed assets adopted by the Company which, in our opinion, is reasonable, considering the size and the nature of its business. No material discrepancies have been noticed on such physical verification;

c) In our opinion, the disposal of fixed assets during the year does not affect the going concern assumption;

ii. INVENTORY

a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals;

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 were generally reasonable and adequate in relation to the size of the company and the nature of its business;

c) In our opinion and according to the information and explanations given to us and records produced before us, the company is maintaining proper records of its inventories and no material discrepancy has been observed by the management during the course of verification;

iii. LOANS AND ADVANCES GRANTED / TAKEN FROM CERTAIN ENTITIES:

a) Company has granted loans (unsecured) to companies covered in the register maintained under section 301 of the Act aggregating to ''5,50,22,127/- and the number of parties involved are 10. For detail refer Note No. 33 of the Notes on Financial Statement; and

b) Rate of Interest of loan granted and other terms and conditions of the loan are not prejudicial to the interest of the Company except interest still recoverable; and

c) All the above mentioned loans granted are receivable on demand hence this clause is not applicable; and

d) Considering the nature of loan granted i.e. receivable on demand, loan can not be overdue and accordingly, this clause is not applicable to the Company; and

e) Company has not taken Loan from the Parties covered under section 301 of the Act and hence this and further (f) and (g) clauses are not applicable to the Company; and

iv. INTERNAL CONTROL SYSTEM

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 nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services;

v. CONTRACTS OR ARRANGEMENT REFERRED TO IN THIS SECTION 301 OF THE COMPANIES ACT,1956 :

a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the act that need to be entered in the register required under that section; and

b) In our opinion and according to the information and explanations given to us, in respect of transactions which have been made in pursuance of contracts or arrangement entered in the register maintained under Section 301 and exceeding the value of 75,00,000/- in respect of any party during the period, we are not in the position to compare the prices with the prevailing market prices or prices charged to other parties as there have been no other such purchases or sales of exact type of goods, materials or sales of services, donation and hence we have relied on managements representation as to reasonableness of such prices.

For detailed information regarding Contracts or Agreement referred to in Section 301 of Companies Act, 1956 refer Notes to Accounts;

vi. ACCEPTANCE OF DEPOSITS:

In our opinion and according to information and explanations given to us, the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under, where applicable, have been complied with while accepting the public deposit of ''15000/- except the rule framed regarding the maintenance of liquid assets by the Acceptance of Deposit Rules, 1975, where the Company has not maintained the liquidity as prescribed in the rule for repayment of deposit.

We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal;

vii. INTERNAL AUDIT SYSTEM:

In our opinion, the Company has adequate Internal Audit system commensurate with the size and nature of its business;

viii. COST RECORDS:

The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company;

ix. STATUTORY DUES:

According to the information and explanations given to us, in respect of statutory and other dues:

a) According to the records of the Company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, cess and any other statutory dues, with appropriate authorities and the extent of the arrears of outstanding statutory dues as at the last day of the financial year concern for a period of more than six months from the date they became payable is Rs. 84,03,574/- /- to the Income Tax authorities for the Financial Year 2010 - 2011 of Rs. 68,84,936/- and for the Financial Year 2011 - 2012 of Rs. 13,93,012/ and for the Financial Year 2012-2013 Rs. 1,25,626/-

b) According to the information and explanations given to us, there are no dues of Income Tax / Sales tax / Service tax / Customs duty / Excise duty / Cess, which have not been deposited on account of any dispute;

x. ACCUMULATED LOSSES:-

The Company has no accumulated losses as at 31st March 2014 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year;

xi. DUES TO FINANCIAL INSTITUTIONS, BANKS AND DEBENTURE HOLDERS:

According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders as at the year ended;

xii. SECURITY FOR LOANS & ADVANCES GRANTED:

According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and accordingly, this clause is not applicable to the Company;

xiii. SPECIAL STATUTE:

In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/ societies and accordingly, this clause is not applicable to the Company;

xiv. DEALINGS/TRADING IN SHARES, SECURITIES, DEBENTURES AND OTHER INVESTMENTS:

The Company does not deal or trade in shares, securities, debentures and other investments and hence, this clause is not applicable to the Company;

xv. GUARANTEES GIVEN:

As per the information and explanation given to us and records produced before us, Company has not given any guarantee for loans taken by others from Bank or Financial Institution and accordingly, this caluse is not applicable to the Company;

xvi. TERM LOANS:

According to information and explanations given to us and evidence obtained by us during the course of audit, term loans obtained were applied for the purpose for which the loans were obtained;

xvii. UTILISATION OF FUNDS:

According to the information and explanations given to us, on an overall examination of the Balance Sheet and Cash Flows of the Company, we report that the Company has not utilized funds raised on short-term basis for long-term investment;

xviii. PREFERENTIAL ALLOTMENT OF SHARES:

During the year, the Company has not made any preferential allotment of shares to parties and companies covered under register maintained under section 301 of the Companies Act, 1956 and this clause is not applicable to the Company;

xix. SECURITY FOR DEBENTURES ISSUED:

The Company has not issued any debentures during the year and accordingly, this clause of the order is not applicable to the Company;

xx. PUBLIC ISSUE OF EQUITY SHARES:

The Company has not raised any money through a public issue during the year. and this clause is not applicable to the Company;

xxi. FRAUDS NOTICED:

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

For JAIPRAKASH UPADHAYAY & CO. Chartered Accountant Firm Registration Number - 125073W

Jaiprakash Upadhayay Proprietor Membership Number - 116778 Place : Mumbai Date : 30th May, 2014.

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Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of Birla Shloka Edutech Limited (the company), which comprise the Balance Sheet as at 31st March 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.

Managements 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 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors 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 misstatements.

An audit involves performing procedures to obtain audit evidences about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation 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 financial statements.

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

Opinion:

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 case of the Balance Sheet, of the state of affairs of the company as at 31st March 2013;

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

c) In case of the 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 ("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.

2. 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 accounts as required by law have been kept by the company so far as appears from our examination of books;

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

d. In our opinion, Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representation received from the Directors as on March 31, 2013, we report that none of the Director is disqualified as on March 31, 2013 from being appointed as director in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

i. FIXED ASSETS

a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets;

b) As explained to us, the assets have been physically verified by the management in accordance with a phased program of verification of its fixed assets adopted by the Company which, in our opinion, is reasonable, considering the size and the nature of its business. No material discrepancies have been noticed on such physical verification;

c) In our opinion, the disposal of fixed assets during the year does not affect the going concern assumption;

ii. INVENTORY

a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals;

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 were generally reasonable and adequate in relation to the size of the company and the nature of its business;

c) In our opinion and according to the information and explanations given to us and records produced before us, the company is maintaining proper records of its inventories and no material discrepancy has been observed by the management during the course of verification;

iii. LOANS AND ADVANCES GRANTED / TAKEN FROM CERTAIN ENTITIES:

a) Company has granted loans (unsecured) to companies covered in the register maintained under section 301 of the Act aggregating to Rs. 539,51,918/- and the number of parties involved are 13. For detail refer Note No. 33 of the Notes on Financial Statement; and

b) Rate of Interest of loan granted and other terms and conditions of the loan are not prejudicial to the interest of the Company except interest still recoverable; and

c) All the above mentioned loans granted are receivable on demand hence this clause is not applicable; and

d) Considering the nature of loan granted i.e. receivable on demand, loan cannot be overdue and accordingly, this clause is not applicable to the Company; and

e) Company has not taken Loan from the Parties covered under section 301 of the Act and hence this and further (f) and (g) clauses are not applicable to the Company; and

iv. INTERNAL CONTROL SYSTEM

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 nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services;

v. CONTRACTS OR ARRANGEMENT REFERRED TO IN THIS SECTION 301 OF THE COMPANIES

ACT, 1956 :

a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the act that need to be entered in the register in pursuance of section 301 of the act have been entered; and

b) In our opinion and according to the information and explanations given to us, in respect of transactions which have been made in pursuance of contracts or arrangement entered in the register maintained under Section 301 and exceeding the value of Rs. 5,00,000/- in respect of any party during the period, we are not in the position to compare the prices with the prevailing market prices or prices charged to other parties as there have been no other such purchases or sales of exact type of goods, materials or sales of services, donation and hence we have relied on managements representation as to reasonableness of such prices.

For detailed information regarding Contracts or Agreement referred to in Section 301 of Companies Act, 1956 refer Notes to Accounts;

vi. ACCEPTANCE OF DEPOSITS:

In our opinion and according to information and explanations given to us, the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under, where applicable, have been complied with while accepting the public deposit of Rs. 11,00,61,000/- except the rule framed regarding the maintenance of liquid assets by the Acceptance of Deposit Rules, 1975, where the Company has not maintained the liquidity as prescribed in the rule for repayment of deposit. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal;

vii. INTERNAL AUDIT SYSTEM:

In our opinion, the Company has adequate Internal Audit system commensurate with the size and nature of its business;

viii. COST RECORDS:

The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company;

ix. STATUTORY DUES:

According to the information and explanations given to us, in respect of statutory and other dues:

a) According to the records of the Company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, cess and any other statutory dues, with appropriate authorities and the extent of the arrears of outstanding statutory dues as at the last day of the financial year concern for a period of more than six months from the date they became payable is Rs. 82,77,948/- (excluding in interest and penalty) to the Income Tax authorities for the Financial Year 2010 - 2011 of Rs. 68,84,936/- and for the Financial Year 2011 - 2012 of Rs.13,93,012/-;

b) According to the information and explanations given to us, there are no dues of Income Tax / Sales tax / Service tax / Customs dusty / Excise duty / Cess, which have not been deposited on account of any dispute;

x. ACCUMULATED LOSSES:-

The Company has no accumulated losses as at 31st March 2013 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year;

xi. DUES TO FINANCIAL INSTITUTIONS, BANKS AND DEBENTURE HOLDERS:

According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders as at the year ended;

xii. SECURITY FOR LOANS & ADVANCES GRANTED:

According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and accordingly, this clause is not applicable to the Company;

xiii. SPECIAL STATUTE:

In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/ societies and accordingly, this clause is not applicable to the Company;

xiv. DEALINGS/TRADING IN SHARES, SECURITIES, DEBENTURES AND OTHER INVESTMENTS:

The Company does not deal or trade in shares, securities, debentures and other investments and hence, this clause is not applicable to the Company;

xv. GUARANTEES GIVEN:

As per the information and explanation given to us and records produced before us, Company has not given any guarantee for loans taken by others from Bank or Financial Institution and accordingly, this caluse is not applicable to the Company;

xvi. TERM LOANS:

According to information and explanations given to us and evidence obtained by us during the course of audit, term loans obtained were applied for the purpose for which the loans were obtained;

xvii. UTILISATION OF FUNDS:

According to the information and explanations given to us, on an overall examination of the Balance Sheet and Cash Flows of the Company, we report that the Company has not utilized funds raised on short-term basis for long-term investment;

xviii. PREFERENTIAL ALLOTMENT OF SHARES:

During the year, the Company has not made any preferential allotment of shares to parties and companies covered under register maintained under section 301 of the Companies Act, 1956 and this clause is not applicable to the Company;

xix. SECURITY FOR DEBENTURES ISSUED:

The Company has not issued any debentures during the year and accordingly, this clause of the order is not applicable to the Company;

xx. PUBLIC ISSUE OF EQUITY SHARES:

The Company has not raised any money through a public issue during the year. and this clause is not applicable to the Company;

xxi. FRAUDS NOTICED:

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

For LKM & Co.

Firm Registration Number: 126823W

Chartered Accountants

Sd/-

Laxmikant Malpani

Proprietor

Membership Number - 106989



Place : Mumbai

Date : May 30th, 2013

---

Mar 31, 2012

We have audited the accompanying financial statements of Birla Shloka Edutech Limited (the company), which comprise the balance sheet as at 31st March 2012, the statement of profit and loss, Cash Flow Statement and a summary of significant accounting policies and other explanatory information.

Managements 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 and financial performance of the company in accordance with the accounting principles generally accepted in India, including 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors 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 misstatements.

An audit involves performing procedures to obtain audit evidences about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatement of financial statements, whether due to fraud or error. In making those risk assessments , the auditor considers internal control relevant to the company's preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. 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 financial statements.

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

Opinion:

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 case of the Balance Sheet, of the state of affairs of the company as at 31st March 2012 and

b. In case of the statement of Profit and Loss, of Profit / (Loss) for the year ended on that date.

c. In case of the cash flow statement for the year ended on that date.

Report on other legal and regulatory requirements:

1. This report contains a statement on the matter specified in paragraphs of 4 and 5 of the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) order, 2004 (the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the Act).

2. 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 accounts as required by law have been kept by the company so far as appears from our examination of books.

c. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in the agreement with the books of accounts.

d. In our opinion, Balance Sheet, Statement of Profit and Loss comply with the accounting standards referred to in sub-section (3C) of section 211of the Companies Act, 1956.

e. On the basis of written representation received from the directors as on 31st March 2012, and taken on the records by Board of Directors, none of the director is disqualified as on 31st March 2012, from being appointed as director in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

Report in terms of Paragraph 4 and 5 given in Section 227(4A) of the Companies Act, 1956 (Companies

(Auditor's Report) Order, 2003), issued by the Central Government:

i. FIXED ASSETS:

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

b) The Company has carried out physical verification of fixed assets in accordance with the verification programme while conducting the verification of asset the Company should consider the impairment of asset. According to information and explanations given to us and in our opinion, discrepancies noticed on such verification were not material and have been appropriately dealt with in the books of accounts of the Company.

c) In our opinion, the disposal of fixed assets during the year does not affect the going concern assumption.

ii. INVENTORY:

a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

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 were generally reasonable and adequate in relation to the size of the company and the nature of its business except that such procedures need to be strengthened/improved for verification of title-wise stock of finished goods (including returned goods).

c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories.

iii. LOANS AND ADVANCES GRANTED / TAKEN FROM CERTAIN ENTITIES:

a) Company has granted loans (unsecured) to companies covered in the register maintained under section 301 of the Act aggregating to Rs.12,14,69,527/-. For Maximum balance outstanding during the year Refer Notes to Accounts. Refer Note Number 19 on Loans and Advances of Financial Statement.

b) Company has obtained Loan of Rs.55,69,984/- from the Parties covered under section 301 of the Act. For Maximum balance outstanding during the year Refer Notes to Accounts.

iv. INTERNAL CONTROL SYSTEM:

In our opinion and according to the information and explanations given to us, there is an internal control system for the purchase of inventory and fixed assets and for the sale of goods and services.

v. CONTRACTS OR ARRANGEMENT REFERRED TO IN THIS SECTION 301 OF THE COMPANIES ACT,1956:

a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, in respect of transactions which have been made in pursuance of contracts or arrangement entered in the register maintained under Section 301 and exceeding the value of Rs. 5,00,000 in respect of any party during the period, we are not in the position to compare the prices with the prevailing market prices or prices charged to other parties as there have been no other such purchases or sales of exact type of goods, materials or sales of services and hence we have relied on managements representation as to reasonableness of such prices.

For detailed information regarding Contracts or Agreement referred to in Section 301 of Companies Act, 1956 refer Notes to Accounts.

vi. ACCEPTANCE OF DEPOSITS:

In our opinion and according to information and explanations given to us, the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under, where applicable, have been complied with, while accepting the public deposit of aggregating to Rs.52.84 Lacs. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

vii. INTERNAL AUDIT SYSTEM:

In our opinion, the Company has adequate Internal Audit system commensurate with the size and nature of its business.

viii. COST RECORDS:

The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

ix. STATUTORY DUES:

According to the information and explanations given to us, in respect of statutory and other dues:

a) According to the records of the Company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance Fund, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, cess and any other statutory dues, with appropriate authorities during the year except Income Tax for the Financial Year 2010 - 2011 of Rs.106,37,187/- out of which Company has paid Rs.32,00,000/ during the year.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty and cess were outstanding, at the year end for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Income Tax, Sales tax, Service tax, Customs duty, Excise duty and Cess, which have not been deposited on account of any dispute.

x. ACCUMULATED LOSSES:

The Company has no accumulated losses as at 31st March 2012 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. DUES TO FINANCIAL INSTITUTIONS, BANKS AND DEBENTURE HOLDERS:

According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders as at the balance sheet date.

xii. SECURITY FOR LOANS & ADVANCES GRANTED:

According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. SPECIAL STATUTE:

In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/ societies.

xiv. DEALINGS/TRADING IN SHARES, SECURITIES , DEBENTURES AND OTHER INVESTMENTS:

The Company does not deal or trade in shares, securities, debentures and other investments.

xv. GUARANTEES GIVEN:

We have been informed that Company has given Guarantee for Term Loan obtained by the Subsidiary "Birla Edutech Limited" of the Company aggregating to Rs.65 Crores.

Refer Note 32 on Contingent Liabilities of Notes on Financial Statement.

xvi. TERM LOANS:

According to information and explanations given to us, term loans obtained were applied for the purpose for which the loans were obtained.

xvii. UTILISATION OF FUNDS:

According to the information and explanations given to us, on an overall examination of the Balance Sheet and Cash Flows of the Company, we report that the Company has not utilized funds raised on short-term basis for long-term investment.

xviii. PREFERENTIAL ALLOTMENT OF SHARES:

During the year, 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.

xix. SECURITY FOR DEBENTURES ISSUED:

The Company has not issued any debentures during the year and accordingly, paragraph 4(xix) of the order is not applicable.

xx. PUBLIC ISSUE OF EQUITY SHARES:

The Company has not raised any money through a public issue during the year.

xxi. FRAUDS NOTICED:

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

For LKM & Co.

Firm Registration Number: 126823W

Chartered Accountants

sd/-

per Laxmikant Malpani

Proprietor

Membership Number - 106989

Place : Mumbai

Date : 29th May, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of BIRLA SHLOKA EDUTECH LIMITED, as at 31st March, 2011, the Profit and Loss Account of the Company 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.

We concluded our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial are free of material misstatement. An audit includes examining, on a test basis, evidences supporting the amounts & disclosures in the financial statements. An audit also includes assessing the accounting principles used & significant estimates made by the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' report) Order 2003, as amended, 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 matters specified in paragraph 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of audit;

(b) in our opinion proper, proper books of accounts as required by the law have been kept by the Company so far as it appears from our examination of those books;

(c) the Balance sheet, the Profit & Loss account and the 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 & Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

(e) on the basis of written representation received from the directors, as at 31 March 2011 and taken on record by Board of Directors, we report that none of the directors is disqualified as at 31 March 2011 from being appointed as a director in terms of Section 274(1)(g) of the Act and;

(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 Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

The annexure referred to in our report to the members of Birla Shloka Edutech Limited for the year ended 31 March 2011. We report that:

(i) Fixed Assets :

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets. Company has also classified advances for Tribal- Maharashtra project as WIP which is part of the fixed assets schedule.

b) All the assets have not been verified by the management during the year but the Company has done physical verification of its Fixed Assets on test basis, which in our opinion, is commensurate with the size and the nature of its assets. Accordingly, certain fixed assets have been physically verified by the management during the year and end of the year. The software has also been physically verified and certified by the management. As informed, no material discrepancies were noticed on such verifications.

c) There was no substantial disposal of Fixed Assets disposed during the year.

(ii) Inventories :

a) The stock-in-trade has been physically verified during the year at reasonable intervals by the management.

b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and the nature of the business.

c) In our opinion, the Company has maintained proper records of inventories and no material discrepancies were noticed by management between their physical stock, as verified, and book records at the end of the year as stated by the management in their representation. On the basis of this representation the same has not been verified by us.

(iii) Loans and Advances :

a) The Company has granted or taken loans secured / unsecured to/from the companies or other parties covered in the register maintained under section 301 of the Act. The outstanding as on March 31, 2011 on account of Loans / Advances taken / granted by the company to parties amounting net to Rs. 11,58,86,110/-

b) In our opinion, the rate of interest and other terms and conditions on which the loans are granted/taken, are not prejudicial to the interest of the Company.

c) In case of loans granted/taken, the borrower has not been regular in making the payment of interest. The terms of arrangement do not stipulate the repayment schedule and is repayable on demand including interest. Accordingly, paragraph 4(iii) (c) of the order is not applicable to the Company in respect of payment of principal amount.

d) There is overdue amount of more than rupees one lakh in respect of loans granted to the body corporate listed in register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (d) of the order is not applicable.

(iv) Internal Control :

In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate to the size of the company and the nature of business for the purchase of inventory, fixed assets and for the sale of goods and services. Further on the basis our examination of the books and records of the company, and according to the information and explanations given to us, we have not observed any major weaknesses in the internal control system during the course of Audit. However, there is a scope for further strengthening the Internal Controls.

(v) Transaction with Related parties as per Register of contract u/s 301 of the Companies Act, 1956 :

a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions have been made at prices which are reasonable having regard to the prevailing market prices.

(vi) Deposits from Public :

The Company has not accepted any deposits from the public. Accordingly paragraph 4(vi) of the Order is not applicable.

(vii) Internal Audit Systems :

In our opinion, the company has an Internal Audit System commensurate with its size and nature of its business however during the year the company has not appointed the internal auditor.

(viii) Cost Records :

The Central Government of India has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the sales made/ services rendered by the company. Accordingly, paragraph 4(viii) of the Order is not applicable.

(ix) Statutory Dues :

a) According to the information and explanations given to us and the basis of our examination of the records of the Company, amount deducted / accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, and other statutory dues have generally been regularly paid/deposited during the year by the company with the appropriate authorities. Except Material due towards Service Ta x is pending to be paid for Rs. 22,11,119/-, pending and CST payable is Rs. 6,96,280/-.

b) According to the information & explanations given to us, there are no material dues of Sales Tax, Income Tax, Excise and Customs, Cess, which has not been paid/deposited on account of any dispute.

(x) Sick Industry :

The Company has not incurred any Cash Loss at the end of financial year covered under the Audit or in the immediately preceding financial year. Accordingly, paragraph 4(x) of the Order is not applicable.

(xi) Dues to Financial Institution :

Based on the information and the explanations given to us and the audit of books of accounts performed by us, we are of the opinion that Company has not defaulted in repayment of dues to the banks and financial institution.

(xii) Secured Loans and Advances Granted :

The Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, paragraph 4(xiii) of the Order is not applicable.

(xiii) Chit fund, Nidhi or Mutual Fund :

In our opinion and according to the information and explanations given to us, the Company is not a Chit Fund / Nidhi / Mutual Benefit Fund / Society. Accordingly, paragraph 4(xiii) of the Order is not applicable.

(xiv) Investment Company :

According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investment. Accordingly, paragraph 4(xiv) of the Order is not applicable to the Company.

(xv) Guarantees given by the Company :

According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions. Accordingly, paragraph 4(xv) of the Order is not applicable to the Company.

(xvi) Term Loans :

Term Loan of Rs. 10 Crores sanctioned by Catholic Syrian Bank remains unutilized as the same has not been drawn by the company.

(xvii) Source of Fund and its application :

According to the information and explanation given to us and overall examination of Balance Sheet of the Company, we report that no fund rose on short term basis have been used for the long term investment. No long term fund has been used to finance short term assets except permanent working capital.

(xviii) Preferential Issue :

The Company has made Preferential Offer of 1994824 numbers of Share Warrants to Promoters, out of which 997412 shares has been converted into Share Capital and balance Warrants are pending for conversion at the Rate of Rs. 10/- face value and Rs. 58/- share premium to the parties and the companies covered in the register maintained u/s 301 of Companies Act, 1956. Accordingly, paragraph 4(xviii) of the Order is applicable to the Company. Its accordance with resolutions has been passed on 12-10-2010 and Shares are issued at a price prescribed as per SEBI guidelines and price is not prejudicial to the interest of the company.

(xix) Debentures :

The Company did not have any outstanding debentures during the year. Accordingly, paragraph 4(xix) of the Order is not applicable.

(xx) Public Issue :

The Company came up with GDR issue as per resolution passed on 15-02-2010 and Shareholders' approval on 26-03-2010. The company issued a No. 279785 of GDR representing 69, 94,625 underlying equity shares of Rs. 10/- each. Subsequently the underlying no. of equity shares 69, 94,625 of Rs. 10/- each at Rs. 65.25/- per share to be represented by a Global Master GDR Certificate on 5th August, 2010. The GDR have been listed with Luxembourg Stock Exchange. Each GDR is representing to 25 no. of equity share a face value of Rs. 10. We would like to draw attention to Note no. 4 in Notes to Accounts (Schedule - 15) stating the utilization of funds which have been verified by us on the basis of the records produced before us.

(xxi) Fraud :

During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice 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 LKM & Co.

Chartered Accountants

FRN No.126823 W

L K MALPANI

Proprietor

M.No.106989

Place : Mumbai,

Date : May 20th, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of BIRLA SHLOKA EDUTECH LIMITED, as at 31st March, 2010, the Profit and Loss Account of the Company 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.

We concluded our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial are free of material misstatement. An audit includes examining, on a test basis, evidences supporting the amounts & disclosures in the financial statements. An audit also includes assessing the accounting principles used & significant estimates made by the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors report) Order 2003, as-amended, 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 matters specified in paragraph 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of audit;

(b) in our opinion proper books of accounts as required by the law have been kept by the Company so far as it appears from our examination of those books;

(c) the Balance sheet, the Profit & Loss account and the 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 & Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

(e) on the basis of written representation received from the directors, as at 31 March 2010 and taken on record by Board of Directors, we report that none of the directors are disqualified as at 31 March 2010 from being appointed as a director in terms of Section 274(1)(g) of the Act and;

(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 Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

The annexure referred to in our report to the members of Birla Shloka Edutech Limited for the year ended 31 March 2010. We report that:

(i) Fixed Assets :

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b) All the assets have not been verified by the management during the year but the Company has a regular programme of physical verification of its Fixed Assets, which in our opinion, is commensurate with the size and the nature of its assets. Accordingly, certain fixed assets have been physically verified by the management during the year. As informed, no material discrepancies were noticed on such verifications.

c) There was no substantial disposal of Fixed Assets disposed during the year. (ii) Inventories:

a) The stock-in-trade have been physically verified during the year at reasonable intervals by the management.

b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and the nature of the business.

c) In our opinion, the Company has maintained proper records of inventories and no material discrepancies were noticed by management between their physical stock, as verified, and book records at the end of the year as stated by the management in their representation. On the basis of this representation the same has not been verified by us.

(iii) Loans and Advances :

a) The Company has granted unsecured loans/advances to the companies or other parties covered in the register maintained under section 301 of the Act. The outstanding as on March 31, 2010 on account of Loans / Advances granted by the company to 10 parties amounting to Rs. 52,978,675.

b) The company has taken unsecured loans/advances from the companies or other parties covered in the register maintained under section 301 of the Act. The outstanding as on March 31, 2010 on account of Loans / Advances taken by the company from 1 party amounts to Rs. 9,744,177.

c) In our opinion, the rate of interest and other terms and conditions on which the loans are granted/taken, are not prejudicial to the interest of the Company.

d) Incase of loans granted/taken, the borrower has been regular in making the payment of interest as stipulated. The terms of arrangement do not stipulate the repayment schedule and is repayable on demand. Accordingly, paragraph 4(iii)(c) of the order is not applicable to the Company in respect of payment of principal amount.

e) As per information and explanation given to us all the loans and advances granted are repayable on demand and there is no overdue amount of more than rupees one lakh in respect of loans granted to the body corporate listed in register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii)(d) of the order is not applicable.

(iv) Internal Control:

In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate to the size of the company and the nature of business for the purchase of inventory, fixed assets and for the sale of goods and services. Further on the basis our examination of the books and records of the company, and according to the information and explanations given to us, we have not observed any major weaknesses in the internal control system during the course of Audit. There is a scope for further strengthening the Internal Controls.

(v) Transaction with Related parties as per Register of contract u/s 301 of the Companies Act, 1956 :

a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions have been made at prices which are reasonable having regard to the prevailing market prices.

(vi) Deposits from Public :

The Company has not accepted any deposits from the public. Accordingly paragraph 4(vi) of the Order is not applicable.

(vii) Internal Audit Systems :

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

(viii) Cost Records :

The Central Government of India has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the sales made/ services rendered by the company. Accordingly, paragraph 4(viii) of the Order is not applicable.

(ix) Statutory Dues :

a) According to the information and explanations given to us and the basis of our examination of the records of the Company, amount deducted / accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, and other statutory dues have generally been regularly paid/deposited during the year by the company with the appropriate authorities. A due towards Service Tax is pending to be paid for Rs. 3,671,406/-.

b) According to the information & explanations given to us, there are no material dues of Sales Tax, Income Tax, Excise and Customs, Cess, which has not been paid/deposited on account of any dispute.

(x) Sick Industry :

The Company has not incurred any Cash Loss at the end of financial year covered under the Audit or in the immediately preceding financial year. Accordingly, paragraph 4(x) of the Order is not applicable.

(xi) Dues to Financial Institution :

Based on the information and the explanations given to us and the audit of books of accounts performed by us, we are of the opinion that Company has not defaulted in repayment of dues to the banks and financial institution.

(xii) Secured Loans and Advances Granted :

The Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, paragraph 4(xiii) of the Order is not applicable.

(xiii) Chit fund, Nidhi or Mutual Fund :

In our opinion and according to the information and explanations given to us, the Company is not a Chit Fund / Nidhi / Mutual Benefit Fund / Society. Accordingly, paragraph 4(xiii) of the Order is not applicable.

(xiv) Investment Company :

According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investment. Accordingly, paragraph 4(xiv) of the Order is not applicable to the Company.

(xv) Guarantees given by the Company :

According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions. Accordingly, paragraph 4(xv) of the Order is not applicable to the Company.

(xvi) Term Loans :

Based on information & explanation given to us by the management Term Loan were applied for the purpose for which the loans were obtained.

(xvii) Source of Fund and its application :

According to the information and explanation given to us and overall examination of Balance Sheet of the Company, we report that no fund was raised on short term basis have been used for the long term investment. No long term fund has been used to finance short term assets except permanent working capital.

(xviii) Preferential Issue :

The Company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained u/s 301 of Companies Act, 1956. Accordingly, paragraph 4(xviii) of the Order is not applicable to the Company.

(xix) Debentures :

The Company did not have any outstanding debentures during the year. Accordingly, paragraph 4(xix) of the Order is not applicable.

(xx) Public Issue :

The Company came up with Follow on public issue in January 2010 and the shares were allotted as on 27th Januan/,2010. The fund raised were Rs. 347,750,000/-i.e. 6,955,000 Equity Shares of Rs. 10each © premium of Rs. 40/share there on. We would like to draw attention to Note no. 4 in Notes to Accounts (Schedule - 15) stating the utilization of funds which have been verified by us on the basis of the records produced before us.

(xxi) Fraud :

During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice 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 and on behalf of L K M & CO.

Chartered Accountants

LAXMIKANT MALPANI

M. No. 106989 Proprietor

Place: Mumbai Date: 27th May, 2010