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Auditor Report of Career Point Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Career Point Limited (the 'Company'), (formerly known as Career Point Infosystems Limited) which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the 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 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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.

Emphasis of Matter

The Company has given loans to its subsidiaries and associates; to be read together with sub-note (c) to Note 16 of Notes forming part of 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 s, March, 2015, and its profit 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 Section 143(11) of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the 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 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, the 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 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 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(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:

1) the Company does not have any pending litigations which would impact its financial position in its financial statements;

2) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

3) there have been no instances of any amount required to be transferred to the Investor Education and Protection Fund by the Company, therefore not applicable to the Company.

Annexure to the Independent Auditor's Report

(Referred to in paragraph 1 of our report of even date)

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management in accordance with a phased programme of verification which in our opinion, is reasonable, having regard to the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, during the year the Company has granted unsecured loans amounting to Rs. 5234.68 Lac (Previous Year- Rs. 5122.72 Lac) @ 9 % p.a. to companies /associates covered in the register maintained under Section 189 of the Act. The total unsecured loans outstanding as on 31st of March, 2015 are of Rs. 2651.06 lac (Previous Year- Rs. 1856.50 Lac).

(b) The terms of repayment stipulates that the unsecured loans are repayable on demand. Interest is due annually / quarterly.

(c) The total amount of Rs 63.80 lacs is overdue in respect of loans granted to companies/associates covered in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in internal control system.

(v) According to the information and explanation given to us, the Company has not accepted any deposit from the public and hence, reporting compliance under the provisions of section 73 to 76 of the Act and rules framed there under and the directives of the Reserve bank of India, does not arise.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues

including provident fund, employees' state insurance, TDS, sales tax, service tax, value added tax, cess and any other applicable statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of Sales tax and Service Tax as at 31st March, 2015 which have not been deposited on account of disputes pending, are given herewith:-

Name of Statue Nature of Amount (Rs) Period to which the Disputed dues amount relates

Service Tax Franchisee Income 5,27,0188*# 2003-04 Bench

Service Tax Discount and 4,65,86,010 2006-07 to 2010-11 refund treated as scholarship by department 92,19,126* 2012-13

Service Tax CENVAT credit 4,33,833 2012-13 taken on Advertisements

Service Tax Discount and 1,21,16,365 2013-14 refund treated as scholarship

Service Tax CENVAT credit on 5,07,173 2013-14 Advertisements

The Rajasthan Vat demand on 1,06,30,000*# 2009-10 Value Royalty, Added Tax Act, Application 2003 forms, Study 1,06,86,614*# 2010-11 Material etc.

The Rajasthan Vat on Royalty 5,10,814* 2006-07 Value Income Added Tax Act, 6,80,799* 2007-08 2003 3,65,895* 2008-09

The Rajasthan Vat demand on 58,33,680* 2006-07 Value Royalty, Added Tax Act, Application forms, 62,71,958* 2007-08 2003 Study Material etc. 58,68,295* 2008-09

26,58,331* 2009-10

The Rajasthan Vat demand on 1,30,74,211* 2011-12 Value Royalty, Added Tax Act, Application forms, 2003 Study Material etc.

Name of Statue Forum where disputes are pending

Service Tax High Court, Jaipur Bench

Service Tax CESTAT

Commissioner Central Excise, Jaipur

Service Tax Deputy Commissioner, Central Excise & Service Tax, Division Kota

Service Tax Commissioner Central Excise, Jaipur

Service Tax Commissioner Central Excise, Jaipur

The Rajasthan Deputy Commissioner (Appeals), Value Added Tax Act, Sales Tax Department, Ajmer 2003

The Rajasthan Value Added Tax Act, Rajasthan Tax Board, Ajmer 2003

The Rajasthan Order passed by Deputy Value Added Tax Act, Commissioner (Appeals), are partly 2003 allowed but department is filing appeal before Rajasthan Tax Board

The Rajasthan Stay appeal has to be filed before Value Added Tax Act, Deputy Commissioner (Appeals), 2003 Sales Tax Department, Ajmer

* net of amounts paid under protest.

# a stay order has been received against the amount disputed and not deposited.

(c) According to the information and explanation given to us, there is no amount required to be transferred to the Investor Education and Protection Fund.

(viii) The Company has no accumulated losses as at 31st March, 2015 and it has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) According to the information and explanations given to us and as per the records of the Company examined by us, the Company has not defaulted in repayment of dues to banks. The Company has not issued any debentures.

(x) According to the information and explanations given to us, the Company has provided security of Rs 2592.83 lacs for a loan taken by a wholly owned subsidiary from bank.

(xi) According to the information and explanation given to us, and on overall examination of Balance Sheet of the Company, we report that no term loans have been raised. Therefore, paragraph 3(xi) of Companies (Auditor's Report) order, 2015 regarding the purpose of application of the term loans 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 generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by management.

SHARP & TANNAN

Chartered Accountants ICAI Registration No: - 000452N By the hand of

Pavan K. Aggarwal Place : New Delhi Partner Date : May 26, 2015 Membership No. 91466


Mar 31, 2014

We have audited the accompanying financial statements of Career Point Limited (the “Company”) (formerly known as Career Point Infosystems Limited) 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.

Management''s Responsibility for the Financial Statements

Management of the Company 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”) read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 the 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 said financial statements 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 principles generally accepted in India:

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

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

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 and as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by Section 227(3) of the Companies Act, 1956 we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13 September 2013, of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

On the basis of the written representations received from the Directors of the Company as on 31st March 2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a Director in terms of section 274(1) (g) of the Companies Act, 1956.

Annexure to the Auditor''s Report (Referred to in our report of even date)

(I) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management, in accordance with a phased programme of verification over a period of three years, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. Accordingly, the physical verification of the fixed assets has been carried out by the management during the year and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets during the year, so as to affect its going concern status.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted loans to bodies corporate covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was ` 295,782,986 (Previous Year ` 287,298,503/- and the year end balance of such loan amounted to ` 185,649,841/- (Previous Year ` 52,504,259/-). Other than the above, the Company has not granted any loans, secured or unsecured, to companies, firms or parties covered in the register maintained under Section 301 of the Act.

(b) The company has granted unsecured loans at the rate of 9% per annum. The rate of interest and other terms and conditions of unsecured loan given by the company are prima-facie not prejudicial to the interest of the company.

(c) The terms of repayment stipulate that part of the unsecured loans are repayable by quarterly installments in 3 years after a moratorium of 4 years and part of it on demand.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 301 of the Act.

(e) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured, from companies, firm and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (f) and (g) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of services and publication material. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of all 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, the transactions made in pursuance of such contract or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public and hence reporting compliance under the provisions of section 58A and section 58AA of the Companies Act, 1956 and rules framed there under and the directives of the Reserve Bank of India does not arise.

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

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

(a) According to the information and explanations given to us, and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, Income tax, Sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts were in arrears as at 31st March 2014, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us, the particulars of Service Tax, Sales Tax and Income Tax dues as at 31st March 2014, which have not been deposited on account of a dispute are as under:

Name of the Statute Nature of the Amount (`) Period to which Disputed Dues the amount relates

Service Tax Franchisee Income 5,27,018*# 2003-04

Service Tax Discount and refund 465,86,010 2006-07 to 2010-11 treated as scholarship by department 99,53,726 2012-13

Service Tax CENVAT credit on 4,33,833 2012-13 advertisements

The Rajasthan Value Vat demand on Royalty, 1,06,30,000*# 2009-10

Added Tax Act, 2003 Application forms, Study 1,06,86,614*# 2010-11 Material etc.

The Rajasthan Value Vat on Royalty Income 5,10,814* 2006-07 Added Tax Act, 2003 6,80,799* 2007-08 3,65,895* 2008-09

The Rajasthan Value Vat demand on Royalty, 58,33,680* 2006-07

Added Tax Act, 2003 Application forms, Study 62,71,958 2007-08

Material etc. 58,68,295 2008-09 26,58,331 2009-10

The Rajasthan Value Vat demand on Royalty, 1,34,80,211 2011-12

added Tax act, 2003 application forms, Study Material etc.

Name of the Statute Forum where dispute is pending

Service Tax High Court, Jaipur Bench

Service Tax CESTAT

Commissioner Central Excise, jaipur

Service Tax Deputy commissioner, Central Excise & Service Service Ta x Division Kota

The Rajasthan Value Deputy Commissioner (Appeals), Added Tax Act, 2003 Sales Tax Department, Ajmer

The Rajasthan Value Rajasthan Tax Board, Ajmer Added Tax Act, 2003

The Rajasthan Value Orders passed by Deputy Added Tax Act, 2003 Commissioner (Appeals) are partly allowed. The company and department, both are in appeal before rajasthan Tax Board The Rajasthan Value Appeal to be filed Added Tax Act, 2003

* net of amounts paid under protest.

# a stay order has been received against the amount disputed and not deposited.

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

(XI) According to the information and explanations given to us, in our opinion the company has not defaulted in repayment of dues to any financial institutions or bank as at the balance sheet date .The Company has not issued any debentures.

(XII) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of Clause 4(xii) of the Order are not applicable to the Company.

(XIII) 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. Therefore the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(XIV) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contract relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. The Company, in its own name, has held all shares, debentures and other investments.

(XV) The company has pledged investment in Mutual Funds of ` 2593 lacs as a security for the overdraft facility to its wholly owned subsidiary. In our opinion and according to the information and explanations given to us, the terms and conditions of the pledged given by the Company for loans taken by subsidiaries from Banks or Financial Institutions during the year, are not prejudicial to the interests of the Company.

(XVI) The Company did not have any long term loans, outstanding during the year.

(XVII) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, funds raised on short term basis have, prima facie, not been used during the period for long term investments and vice versa. However, the Company has invested ` 985 lacs in FMP/Growth MF for a period of just more than one year by availing short term credit facilities from Banks. The company has also invested/re-invested part of the amount of IPO Proceeds in Liquid Debt Funds pursuant to special resolution passed at Extra Ordinary General Meeting,

(XVIII) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

(XIX) The Company has not issued any debentures during the year. Hence, reporting on paragraph 4 (xix) of the Companies (Auditor''s Report) Order, 2003 pertaining to creation of security or charge for debentures does not arise.

(XX) The Company has disclosed end use of money raised by public issue in the Note no. 1 and we have verified the same.

(XXI) 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 instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

SHARP & TANNAN Chartered Accountants ICAI Registration No. 000452N By the hand of

Pavan K. Aggarwal Place: New Delhi Partner Date : May 29, 2014 Membership No.091466


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Career Point Limited (the "Company") (formerly known as Career Point Infosystems Limited) 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.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the said financial statements 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 principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

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

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 and as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by Section 227(3) of the Companies Act, 1956 we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

(e) On the basis of the written representations received from Directors of the Company as on 31st March 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2013 from being appointed as a Director in terms of section 274(1)(g) of the Companies Act,1956.

Career Point Limited

(formerly known as Career Point Infosystems Limited)

Annexure to the Auditor''s Report

(Referred to in our report of even date)

(i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management, in accordance with a phased programme of verification over a period of three years, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. The periodicity of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets during the year, so as to affect its going concern status.

(ii) (a) As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records, which were not material, have been properly dealt with in the books of account.

(iii) (a) The Company has granted loans to bodies corporate covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 287,298,503/- and the year end balance of such loan amounted to Rs. 52,504,259/- . Other than the above, the Company has not granted any loans, secured or unsecured, to companies, firms or parties covered in the register maintained under Section 301 of the Act.

(b) he company has granted unsecured loans at the rate of 9% per annum. The rate of interest and other terms and conditions of unsecured loan given by the company are prima-facie not prejudicial to the interest of the company.

(c) The terms of repayment stipulate that unsecured loans are repayable by quarterly installments in 3 years after a moratorium of 4 years. However the borrower has already started making payment before the due date.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 301 of the Act.

(e) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured, from companies, firm and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(f) and (g) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of services and publication material. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of all 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, the transactions made in pursuance of such contract or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public and hence reporting compliance under the provisions of section 58A and section 58AA of the Companies Act, 1956 and rules framed there under and the directives of the Reserve Bank of India does not arise.

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

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us, and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, Income tax, Sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts were in arrears as at 31st March 2013, for a period of more than six months from the date they became payable except the following.

Name of the Statute Nature of the Dues Amount (Rs.) Period to which the amount relates

The Rajasthan Value VAT 307,559 1.4.2012 to Added Tax Act, 2003 30.06.2012

The Rajasthan Value VAT 135,088 1.7.2012 to Added Tax Act, 2003 30.09.2012

Name Due Date Date of Payment

The Rajasthan Value 14.07.2012 Not paid

The Rajasthan Value 14.10.2012 Not paid

(b) According to the information and explanations given to us and the records of the company examined by us, the particulars of Service Tax, Sales Tax and Income Tax dues which have not been deposited on account of a dispute are as under:

Name of the Statute Nature of the Amount (Rs.) Disputed Dues

Service Tax Franchisee Income 5,27,018*#

The Rajasthan Value Vat demand on Royalty, 1,06,30,000*#

Added Tax Act, 2003 Application forms, Study 1,06,86,614*#

Material etc.

The Rajasthan Value Vat on Royalty Income 5,10,814*

Added Tax Act, 2003 6,80,819*

3,65,895*

The Rajasthan Value Vat demand on Royalty, 75,70,717

Added Tax Act, 2003 Application forms, Study 80,59,452

Material etc. 74,54,343

Name Period to which the Forum where dispute amount relates is pending

Service Tax 2003-04 High Court, Jaipur Bench

2009-10 Deputy Commissioner (Appeals),

2010-11 Sales Tax Department, Ajmer

Added Tax Act, 2003 2006-07 Rajasthan Tax Board, Ajmer

The Rajasthan Value 2007-08

2008-09

The Rajasthan Value 2006-07 Yet to be filed, order recd.

2007-08 on 9/5/2013

2008-09

* net of amounts paid under protest.

# a stay order has been received against the amount disputed and not deposited.

(x) The Company has no accumulated losses as at 31st March, 2013 and it has not incurred any cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, in our opinion the company has not defaulted in repayment of dues to any financial institutions or bank as at the balance sheet date .The Company has not issued any debentures.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of Clause 4(xii) of the Order are not applicable to the Company.

(xiii) 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. Therefore the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contract relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. The Company in its own name has held all shares, debentures and other investments.

(xv) The company has pledged investment in Mutual Funds of Rs. 2800/- lacs as a security for the overdraft facility for its subsidiary. In our opinion and according to the information and explanations given to us, the terms and conditions of the pledged given by the Company for loans taken by subsidiaries from Banks or Financial Institutions during the year, are not prejudicial to the interest of the Company.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, funds raised on short term basis have, prima facie, not been used during the period for long term investments and vice versa. The Company has invested Rs. 2600/- lacs in FMP/Growth MF for a period of one year by availing short term credit facilities from Banks. The company has also invested/re-invested part of the amount of IPO Proceeds in Liquid Debt Funds.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year. Hence, reporting on paragraph 4 (xix) of the Companies (Auditor''s Report) Order, 2003 pertaining to creation of security or charge for debentures does not arise.

(xx) The Company has disclosed end use of money raised by public issue in the Note no. 1 and we have verified the same.

(xxi) 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 instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

SHARP & TANNAN

Chartered Accountants

ICAI Registration No. 000452N

By the hand of

Pavan K. Aggarwal

Place: New Delhi Partner

Date: 18.05.2013 Membership No.091466


Mar 31, 2012

We have audited the attached Balance Sheet of Career Point Limited (formerly known as Career Point Infosystems Limited) as at 31 st March 2012, the Statement of Profit & Loss the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In accordance with the provisions of section 227 of the Companies Act, 1956, we report that:

(1) As required by the Companies Auditor's Report) Order, 2003, as amended by the Companies Auditor's Report) Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(2) Further to our comments in the Annexure referred to on Paragraph (1) above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit & 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 & Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(e) On the basis of the written representations received from directors of the company as on 31 st March, 201 2 & taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31 st March 201 2 from being appointed as director in terms of section 274(1) (g) of the companies act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, 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 principles generally accepted in India:

1. In the case of the balance sheet, of the state of affairs of the Company as at 31 st March 2012;

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

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

Annexure to the Auditor's Report (Referred to in Paragraph 1 of our report of even date)

1. (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management, in accordance with a phased programme of verification, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) As per information give to us, the Company has not disposed off any substantial part of its fixed assets during the year, so as to affect its going concern status.

2. (a) As explained to us, the inventories have been physically verified by the management during the period. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records, which were not material, have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has granted unsecured loans to its subsidiary Career Point Edutech Limited amounting to Rs.38,21,310/-(including interest), wholly owned subsidiary Career Point Infra Limited amounting to Rs. 131,406,034/-(including interest) for meeting the capital expenditures which are covered in the register maintained under section 301 of the Companies Act.

(b) The Company has granted unsecured loan at the rate of 9% per annum. The rate of interest and other terms and conditions of unsecured loans given by company are prima-facie appears not prejudicial to the interests of the company.

(c) The terms of repayment stipulate that unsecured loans are repayable by quarterly installments in three years and the first installment of repayment will start after a moratorium of four years from Career Point Infra Limited and Career Point Edutech Limited.

(d) According to the information and explanation given to us, the company has not taken any loans, secured and unsecured, from companies, firm and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(f) and (g) of the Order are not applicable to the Company.

4. 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. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (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, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public and hence reporting compliance under the provisions of section 58A and section 58AA of the Companies Act, 1956 and rules framed there under and the directives of the Reserve Bank of India does not arise.

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

8. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the information and explanations given to us, in our opinion, the Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income- tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts were in arrears as at 31 st March, 2012, for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of Service Tax, Sales Tax and Income Tax dues, which has not been deposited on account of a dispute pending, is as under:

Name of the Statute Nature of the disputed Amount Rs. dues

Service Tax under the Franchisee Income 1,054,036 Finance Act, 1994

Income Tax Act, 1961 Loss of Bikaner Branch 950,525 disallowed by the Assessing Officer

Central Sales Tax Act, 1956 VAT Liability on Royalty 2,860,159 Income

Central Sales Tax Act, 1956 VAT Liability on Royalty 2,700,134 Income

Central Sales Tax Act, 1956 VAT Liability on Royalty 2,197,507 Income

Income Tax Search Case*

Name of the Statue Period to which Forum where disputes are the amount pending relates

Service Tax under the Finance Act, 1994 2003-04 High Court, Jaipur Bench

Income Tax Act, 1961 2005-06 CIT Appeals), Kota

Central Sales Tax Act, 1956 2006-07 Deputy Commissioner Appeals), Commercial Taxes, Ajmer.

Central Sales Tax Act, 1956 2007-08 Deputy Commissioner Appeals), Commercial Taxes, Ajmer

Central Sales Tax Act, 1956 2008-09 Deputy Commissioner Appeals), Commercial Taxes,Ajmer

Income Tax Search Case*

*An undisclosed income amounting to Rs.60,058,330/- has been detected by the Income Tax Department during search and seizure carried on 4th December, 2009 under Income Tax Act, 1961 in the office premises of the Company as well as the residence of the Executive Directors. Out of this income it is not clearly mentioned as to how much pertains to the individuals and how much to the company. Consequently the liability of the Company in respect of this undisclosed income has become difficult to be ascertained.

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

11. According to the information and explanations given to us, in our opinion the Company has not defaulted in the repayment of dues to any financial institutions or bank as at the balance sheet date. The Company has not issued any debentures.

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

13. 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.

14. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contract in respect of dealing and trading in shares, securities, debentures, and other investments and timely entries have been made therein. The Company in its own name has held all shares , 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 associates and others, from bank or financial institutions during the year.

16. In our opinion and according to the information and explanations given to us, no term loans have been raised during the year.

17. According to the information and explanations given to us and on overall examination of the balance sheet of the Company, funds raised on short-term basis have, prima facie, not been used during the period for long-term investments and vice versa except the company has invested/ reinvested the money of Share Capital and share premium in Liquid Debt Funds.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year.

19. The Company has not issued any debentures during the year. Hence, reporting on paragraph 4 (xix) of the Companies Auditor's Report) Order, 2003 pertaining to creation of security or charge for debentures does not arise.

20. The management has disclosed end use of money raised by public issue in Note no. 1 and we have verified the same.

21. During the course of our examination of 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 instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

SHARP & TANNAN

Chartered Accountants

ICAI Registration No. 000452N

By the hand of

Pavan K. Aggarwal

Place : New Delhi Partner

Date : May 30, 2012 Membership No. 91466


Mar 31, 2011

We have audited the attached Balance Sheet of Career Point Infosystems Limited as at March 31, 2011, the Profit & Loss Account and the Cash Flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

(1) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(2) Further to our comments in the Annexure referred to on Paragraph (1) above, we report that

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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, the Profit & Loss Account 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 Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(e) On the basis of the written representations received from directors of the company as on March 31, 2011 & taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as director in terms of section 274(1) (g) of the companies act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies in Schedule P and note 8 regarding Employee Benefits along with other Notes to Accounts in Schedule Q, 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 principles generally accepted in India:

1. in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2011;

2. in the case of the profit and loss account, of the profit for the year ended on that date; and

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

Annexure to the Auditor's Report (Referred to in paragraph (1) of our report of even date)

1. (a) The Company is maintaining reasonably proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management.

(c) As per information given to us, the company has not disposed off any substantial part of its fixed assets during the period, so as to affect its going concern status.

2. (a) As explained to us, the inventories have been physically verified by the management during the period. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining quantitative details of inventory. The discrepancies noticed on verification between the physical stocks and the book records, which were not material, have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has granted unsecured loans, to its subsidiary Career Point Edutech Limited amounting to Rs.20,31,541/-, Wholly Owned Subsidiary Career Point Infra Limited amounting to Rs.44,24,75,225/- and Gopi Bai Foundation one of enterprise covered under same management amounting to Rs.20,00,16,380/- for meeting the capital expenditure requirements which are covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has granted unsecured loans at the rate of 9% per annum. The rate of interest and other terms and conditions of unsecured loan given by the company are prima-facie appears not prejudicial to the interest of the company.

(c) The terms of repayment stipulate that unsecured loans are repayable by quarterly instalments in 3 years and the first instalment of repayment will start after a moratorium of 4 years from Career Point Infra Limited and Career Point Edutech Limited. The Unsecured loan is repayable within 3 months from the date of payment by Gopi Bai Foundation.

(d) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured, from companies, firm and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(f) and (g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are reasonably adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of services and publication material. 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 control systems.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contract or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and exceeding the value of Rupees five lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

6. According to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under.

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

8. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

9. (a) According to the information and explanations given to us, in our opinion, the Company has been generally regular in depositing undisputed statutory dues like Income tax, Sales tax, wealth tax, service tax and other material statutory dues, as applicable, with the appropriate authorities except for a few cases. According to the information and explanations given to us, no undisputed amounts were in arrears as at March 31, 2011, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us, the particulars of Service Tax, Sales Ta x and Income Tax dues which have not been deposited on account of a dispute pending are as under:

Matter & (Related F/Y) Nature of the dispute dues Amount (Rs.) Forum where dispute is pending

Service Tax (2003-04) Franchisee Income 10,54,036 High Court, Jaipur Bench

Income Tax (2005-06) Loss of Bikaner Branch 9,50,525 CIT(Appeals), Kota disallowed by the Assessing Officer. Sales Tax (2006-07) VAT Liability on Royalty Income 28,60,159 Deputy Commissionar (Appeals), Commercial Taxes, Ajmer.

Sales Tax (2007-08) VAT Liability on Royalty Income 27,00,134 Deputy Commissionar (Appeals), Commercial Taxes, Ajmer.

Sales Tax (2008-09) VAT Liability on Royalty Income 21,97,507 Deputy Commissionar (Appeals), Commercial Taxes, Ajmer. Income Tax Search Case*

*An undisclosed income amounting to Rs.6,00,58,330/- has been detected by the Income Tax Department during search & seizure carried on 4th December 2009 under Income Tax Act,1961 in the office premises of the Company as well as the residence of the executive Directors .Out of this income it is not clearly mentioned as to how much pertains to the Individuals and how much to the Company. Consequently the liability of the Company in respect of this undisclosed income has become difficult to be ascertained.

10. The Company does not have accumulated losses as at the end of period and the Company has not incurred losses during current and the immediately preceding financial year.

11. According to the information and explanations given to us, in our opinion the company has not defaulted in the repayment of dues to any financial institutions or bank as at the balance sheet date .The Company has not issued any debentures.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. 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.

14. The company has maintained proper records of transactions and contract in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have been made therein. The Company in its own name has held all shares, 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 associates and others, from banks or financial institutions during the period.

16. To the best of our knowledge and as explained, no term loans have been raised during the year.

17. According to the information and explanations given to us and on examination of balance sheet, fund raised on short term basis have, prima facie, not been used during the period for long term investment and vice versa except the company has invested/re-invested the money of share capital and share premium in Liquid Debt Funds.

18. During the year, the company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures during the period. Hence, reporting on paragraph 4 (xix) of the Order pertaining to creation of security or charge for debentures does not arise.

20. The management has disclosed end use of money raised by public issue in the note no.1 of schedule Q and we have verified the same.

21. During the course of our examination of 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 instances of material fraud on or by the company, noticed or reported during the period, nor have we been informed of such case by the management.

SHARP & TANNAN

Chartered Accountants

ICAI Registration No.000452N

By the hand of

Pavan K. Aggarwal

Place: Kota Partner

Date: May 13, 2011 Membership No. 91466