Auditor Report of IEC Education Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of I EC Education Limited, ("the Company") which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the 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

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting the 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 internal financial control, 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 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 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 true and fair view 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 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 financial statements.

Basis for Qualified Opinion

Attention is invited to:

(I) Note No: 2.8 of financial statements relating to non registration of title deeds in respect of one building premises, (Net book value as at year end Rs. 50.74 lacs, Previous year Rs. 51.92 lacs)

(ii) Note No.: 2.22 at serial no. 02 of financial statements relating to adjustments of entries arising out of confirmation/reconciliation of the accounts of parties;

(iii) Note No. 2.22 at serial no. 05 of financial statements relating to non provision of trade receivables and long term loans and advances considered doubtful amounting to Rs. 499.71 Lacs and Rs. 38.03 lacs respectively; (Previous year Rs 128.85 Lacs and Rs. 28.03 Lacs respectively).

(iv) Note no. 2.22 at serial no. 6 of financial statement relating to not booking the income of Rs. 85 Lacs (Previous year Rs. NIL) as per agreement with one of the trust in which directors of the company are interested. Accordingly revenue from operation would have been increased by Rs 85 Lacs (Previous year Rs. NIL) and profit before tax for the year and shareholders' fund would have been increased accordingly (Previous year Rs NIL)

(v) Note No. 2.22 at serial no. 07 of financial statement relating to short provision of service tax ofRs. 321.64 Lacs .Accordingly other expenses would have been increased by Rs 321.64 Lacs (Previous year Rs NIL) and profit before tax for the year and shareholders' fund would have been reduced accordingly. (Previous year Rs NIL)

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for possible effect of the matter described in the Basis for Qualified opinion paragraph above, the aforesaid financial statements give the information required by the Act in the manners required and give a true and fair view inconformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

b) in the case of the Statement of Profit and Loss, of the loss 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,2015, issued by the Central Government of India in term of sub-section (11) of section 143 of the Companies Act,2013, we give in the Annexure a statement on the matters specified in the 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 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 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 written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 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 II of the Companies (Audit and Auditors) 2014, in our opinion and to our best of the in formation and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note no. 2.22 at Serial No.Ol to the financial statements;

ii. In our opinion and as per the information and explanation provided to us, the Company has not entered into any long term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses; and

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

Annexure to The Independent Auditor's Report to The Members of IEC Education Limited

(I) (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. However in some cases, item wise depreciation, location or quantity were not maintained in the fixed asset register.

(b) The management has not carried out a physical verification of all the fixed assets but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the Company and nature of its assets. To the best of our knowledge, no material discrepancies were noticed in respect of assets verified during the year

(ii) Having regard to the nature of Company's business, Clause 2 of CARO 2015 is not applicable.

(iii) As informed to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, the sub-clauses (a) and (b) are not applicable to the company.

(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 fixed assets and for 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.

(v) According to the information and explanations given to us, the company has not accepted any deposits in terms of directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148 (1) if the Companies Act, 2013 for any of the services rendered by the Company.

(vii) (a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-Lax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable except income tax of Rs 15.72 Lacs (Previous year Rs 12.04 Lacs),TDS of RS 25.76 Lacs and Service Tax of Rs6.53 Lacs. (Previous year Rs. 5.91 Lacs and NIL respectively)

(c) In our opinion and according to the information and explanations given to us, amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under have been transferred to such fund within time.

(viii)The company has no accumulated losses at the end of the financial year under audit. The Company has not incurred cash losses during the financial year covered by audit and in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

(x) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bankorfinancialinstitutions,thetermsandconditionswhereofareprejudicialto the interest of the Company.

(xi) According to the information and explanations given to us, no term loans were obtained during the year under audit.

(xii) Based upon the audit procedures performed and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year of our audit

For NATH&HARI

Chartered Accountants

Firm Reg. No-007403N

(KAILASH HARI)

Place: Delhi Partner

Date : 30th May. 2015 M.No-082285

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Mar 31, 2014

We have audited the accompanying financial statement of IEC Education Ltd ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, 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 Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 the 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for qualified opinion

Attention is invited to:

(I) Note No: 2.8 of financial statements relating to non registration of title deeds in respect of one building premises , (Net book value as at year end Rs. 51.92 lacs , Previous year Rs.53.15 lacs)

(ii) Note No.: 2.22 at serial no.2 of financial statements relating to adjustments of entries arising out of confirmation/reconciliation of the accounts of parties and banks;

(iii) Note No.2.22 at serial no.5 of financial statements relating to non provision of trade receivables and long term loans and advances considered doubtful amounting to Rs.128.85 lacs and Rs.28.03 lacs respectively;

Qualified opinion:

In our opinion and to the best of our information and according to the explanation given to us, except for possible effects of the matter described in the basis for qualified opinion, the financial statement give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) In the case of Cash Flow Statement, of the cash flows of the Company 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 in terms of Section 227(4A) 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 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 Balance Sheet, the Statement of profit and Loss and the Cash Flow statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).

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

Annexure to The Independent Auditor's Report to The Members of IEC Education Limited

(Referred to in paragraph I under 'Report on Other legal and Regulatory Requirements' section of our report of even date)

I. Having regard to the nature of the Company's business, clauses (ii),(xiii),(xiv),(xix) and (xx) of the paragraph 4 of CARO are not applicable.

II. In respect of its fixed assets:

a) The Company has maintained fixed assets register. However in some cases item wise depreciation, location or quantity were not maintained in the fixed asset register.

b) The management has not carried out a physical verification of all the fixed assets but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. To the best of our knowledge, no material discrepancies were noticed in respect of assets verified during the year.

c) During the year, the Company has not disposed off substantial part of its fixed assets.

III. a) The Company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956.Accordingly Clause (iii)(b) to (iii) (d) of the order are not applicable. b) The company has not taken any loan, secured or unsecured, from companies, firms, or other parties covered in the register maintained under section 301 of Companies Act,1956. Accordingly Clause (iii)(f) and (iii) (g) of the order are not applicable.

IV. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of components, plant and machinery, equipments and similar assets and also for sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system in respect of these areas.

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

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements 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 prevalent market prices at the relevant time other than transactions of special nature for which competitive quotations are not available. However on the basis of information and explanations provided , the same appear reasonable.

VI. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provision of section 58A and 58 AA of the Companies Act, 1956 and the rules framed hereunder, are not applicable to the Company.

VII. In our opinion, the Company's present internal audit system is commensurate with the size and nature of its business.

VIII. Since the Company is not a manufacturing, mining or processing industry, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

IX. According to the information and explanation given to us and the records of the Company examined by 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, Service tax , Wealth tax, Custom duty, Excise duty and Cess and any other statutory dues applicable to it, with the appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March,2014 for a period of more than six months from the date of becoming payable except Income tax of Rs.12.04 lacs and TDS of Rs.5.91 lacs. There are no dues of any aforesaid nature outstanding that have not been deposited on account of any disputes.

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

XI. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or bank during the year. The Company did not have any outstanding dues to any debenture holders during the year.

XII. According to the information and explanation given to us and based on the documents and records produced 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. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

XIV. According to the information and explanation given to us, no term loan has been raised during the year.

XV. According to information and explanation given to us and on an overall examination of Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long-term investment and no long term funds have been prima facie used to finance short term assets.

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

XVII. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place : Delhi For NATH & HARI Chartered Accountants FR No:007403N

Date:- 30th May, 2014

(Kailash Hari) M.No:- 082285 Partner

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Mar 31, 2013

We have audited the accompanying financial statement of IEC Education Ltd ( ACI-the Company ACI-), which comprise the Balance Sheet as at 31st March, 2013, 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 Financial Statements

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

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 the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances , 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. 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 aforesaid financial statements subject to:

i. Note No: 2.8 of Notes to accounts regarding non registration of title deeds in respect of one premises ADs-

ii. Note No.:2.22 at serial no.2 of Notes to accounts regarding adjustments of entries arising out of confirmation/reconciliation of the accounts of parties and banks ADs-

iii. Note No.2.22 at serial no.5 of Notes to accounts regarding non provision of trade receivables and long term loans and advances considered doubtful amounting to Rs..128.85 lacs and Rs..38.03 lacs respectively ADs- give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003,( ACI-the Order ACI-) issued by the Central Government in terms of Section 227(4A) 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 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 Balance Sheet, the Statement of profit and Loss, and the Cash Flow statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of written representations received from the Directors as on 31st March, 2013 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 Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT TO THE MEMBERS OF IEC EDUCATION LIMITED

(Referred to in paragraph I under ''Report on Other legal and Regulatory Requirements'' section of our report of even date)

I. Having regard to the nature of the Company''s business, clauses (ii), (xiii), (xiv), (xix) and (xx) of the paragraph 4 of CARO are not applicable.

II. In respect of its fixed assets:

a) The Company has maintained fixed assets register. However in some cases item wise depreciation, location or quantity were not maintained in the fixed asset register.

b) The management has not carried out a physical verification of all the fixed assets but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. To the best of our knowledge, no material discrepancies were noticed in respect of assets verified during the year.

c) During the year, the Company has not disposed off substantial part of its fixed assets.

IIII. a) The Company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956.Accordingly Clause (iii)(b) to (iii) (d) of the order are not applicable. b) The company has not taken any loan, secured or unsecured, from companies, firms, or other parties covered in the register maintained under section 301 of Companies Act,1956. Accordingly Clause (iii)(f) and (iii) (g) of the order are not applicable.

IV. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of components, plant and machinery, equipments and similar assets and also for sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system in respect of these areas.

V. a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act have been entered in the register required to be maintained under that Section. b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements 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 prevalent market prices at the relevant time other than transactions of special nature for which competitive quotations are not available. However on the basis of information and explanations provided, the same appear reasonable.

VI. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provision of section 58A and 58 AA of the Companies Act, 1956 and the rules framed hereunder, are not applicable to the Company.

VII. In our opinion, the Company''s present internal audit system is commensurate with the size and nature of its business.

VIII. Since the Company is not a manufacturing, mining or processing industry, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

IX. According to the information and explanation given to us and the records of the Company examined by 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, Service tax, Wealth tax, Custom duty, Excise duty and Cess and any other statutory dues applicable to it, with the appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March,2013 for a period of more than six months from the date of becoming payable except Income tax of Rs..12.04 lacs and TDS of Rs.. 2.15 lacs.

There are no dues of any aforesaid nature outstanding that have not been deposited on account of any disputes.

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

XI. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or bank during the year. The Company did not have any outstanding dues to any debenture holders during the year.

XII. According to the information and explanation given to us and based on the documents and records produced 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. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

XIV. According to the information and explanation given to us, no term loan has been raised during the year.

XV. According to information and explanation given to us and on an overall examination of Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long-term investment and no long term funds have been prima facie used to finance short term assets.

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

XVII. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place : Delhi For NATH ACY- HARI

Chartered Accountants

FR No: 007403N

Date:- 30th May, 2013

(Kailash Hari)

M.No:- 082285

Partner

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Mar 31, 2012

1) We have audited the attached Balance Sheet of IEC Education Ltd ("the Company") as at 31st March, 2012, the Statement of profit and Loss and the Cash Flow Statement 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.

2) We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003,(CARO) issued by the Central Government 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.

4) Further to our comments in the Annexure referred to in paragraph 3 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 such 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 Losss 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 representations received from the Directors of the Company as on 31st March, 2012 and taken on record by the Board of Directors, we report that the none of the Directors is disqualified as on 31st March, 2012 from being appointed as a director of the Company in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956.

(f) In Our opinion and to the best of our information and according to the explanations given to us, the said financial statements subject to:

(i) Note No: 2.8 of Notes to accounts regarding non registration of title deeds in respect of one premises;

(ii) Note No.:2.23 at serial no.2 of Notes to accounts regarding adjustments of entries arising out of confirmation/reconciliation of the accounts of parties and banks;

(iii) Note No.2.23 at serial no.5 of Notes to accounts regarding non provision of trade receivables and long term loans and advances considered doubtful amounting to Rs. 128.85 lacs and Rs. 38.03 lacs respectively;

and read together with the notes and the significant accounting policies 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:

I. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

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

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

ANNGXURe TO THE AUDITOR'S REPORT IP

(Referred to in paragraph 3 of our report of even date on the accounts of IEC Education Ltd for the year ended 31st March, 2012)

I. In respect of its fixed assets:

a) The Company has maintained fixed assets register. However in some cases item wise depreciation, location or quantity were not maintained in the fixed asset register.

b) The management has not carried out a physical verification of all the fixed assets but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. To the best of our knowledge, no material discrepancies were noticed in respect of assets verified during the year.

c) During the year, the Company has not disposed off substantial part of its fixed assets.

II. The nature of the company's business/activities during the year have been such that clause (ii) of paragraph 4 is not applicable to the Company for the year.

III. a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register

maintained under section 301 of the Companies Act, 1956. Accordingly Clause (iii) (b) to (iii) (d) of the order are not applicable.

b) The company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of Companies Act, 1956. Accordingly Clause (iii) (f) and (iii) (g) of the order are not applicable.

IV. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of components, plant and machinery, equipments and similar assets and also for sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system in respect of these areas.

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

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements 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 prevalent market prices at the relevant time other than transactions of special nature for which competitive quotations are not available. However on the basis of information and explanations provided, the same appear reasonable.

VI. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provision of section 58A and 58 AA of the Companies Act, 1956 and the rules framed hereunder, are not applicable to the Company.

VII. In our opinion, the Company's present internal audit system is commensurate with the size and nature of its business.

VIII. Since the Company is not a manufacturing, mining or processing industry, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

IX. According to the information and explanation given to us and the records of the Company examined by 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, Service tax , Wealth tax, Custom duty, Excise duty and Cess and any other statutory dues applicable to it, with the appropriate authorities. Except Income Tax of Rs. 12.04 lacs and TDS of Rs. 0.13 lacs.

There are no dues of any aforesaid nature outstanding that have not been deposited on account of any disputes.

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

XI. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or bank during the year. The Company did not have any outstanding dues to any debenture holders during the year.

XII. According to the information and explanation given to us and based on the documents and records produced 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. In our opinion, the company is not a Chit fund or Nidhi / Mutual benefit fund/ society. Therefore the provision of clause 4 (xiii) are not applicable to the Company.

XIV. In our opinion, the Company is not dealing or trading in share, securities, debentures and other Investments. Accordingly, the provisions of clause 4 (xiv) are not applicable to the Company.

XV. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

XVI. According to the information and explanation given to us, no term loan has been raised during the year.

XVII.According to information and explanation given to us and on an overall examination of Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long-term investment and no long term funds have been prima facie used to finance short term assets.

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

XIX. The Company has not raised any loan during the year through issue of debentures; hence the provision of clause 4 (xix) are not applicable to the Company.

XX. The Company has not raised any money through a public issue during the year, hence the provision of clause 4 (xx) are not applicable to the Company.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place : New Delhi For NATH & HARI Chartered Accountants FR No: 007403N

Date:- 28th August, 2012

(Kailash Hari) M.No:- 82285 Partner

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of IEC Education Ltd ("the Company" as at 31st March, 2010, the Profit & Loss Account and the Cash Flow Statement 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.

2) We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2003,(CARO) issued by the Central Government 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.

4) Further to our comments in the Annexure referred to in paragraph 3 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 such books.

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

(d) In our opinion, the Balance Sheet, Profit & Loss Accounts 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 representations received from the Directors of the Company as on 31st March, 2010 and taken on record by the Board of Directors, we report that the none of the Directors is disqualified as on 31st March, 2010 from being appointed as a director of the Company in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956.

(f) In Our opinion and to the best of our information and according to the explanations given to us, the said financial statements subject to:

(i) Note No: 4 of Schedule 20 regarding non registration of title deeds in respect of one premise;

(ii) Note No: 5 of Schedule 20 regarding adjustments of entries arising out of confirmation / reconciliation of the accounts of parties and banks;

(iii) Note No:9 of Schedule 20 regarding non provision of debts and advances considered doubtful amounting to Rs.1,28,84,944.94 and Rs.51,03,404.45 respectively.

and read together with the notes and the significant accounting policies 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 :

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 & Loss Account, of the Profit of the Company for the year ended on that date ; and

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



Annexure to the Auditors Report



(Referred to in paragraph 3 of our report of even date on the accounts of IEC Education Ltd for the year ended 31st March, 2010)

I. In respect of its fixed assets:

a) The Company has maintained fixed assets register. However in some cases item wise depreciation, location or quantity were not maintained in the fixed asset register.

b) The management has not carried out a physical verification of all the fixed assets but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. To the best of our knowledge, no material discrepancies were noticed in respect of assets verified during the year.

c) Fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

II. The nature of the companys business/activities during the year have been such that clause (ii) of paragraph 4 is not applicable to the Company for the year.

III. a) During the year, the Company has granted loan, Secured or Unsecured to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.The terms & conditions of such loan are prima facie prejudicial to the interest of the company to the extent of interest not charged.

b) The Company has not taken any loan, Secured or Unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956.Accordingly clauses (iii) f and (iii) g of the Order are not applicable.

IV. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of components, plant and machinery, equipments and similar assets and also for sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system in respect of these areas.

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

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements 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 prevalent market prices at the relevant time other than transactions of special nature for which competitive quotations are not available. However on the basis of information and explanations provided , the same appear reasonable.

VI. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provision of section 58A and 58 AA of the Companies Act, 1956 and the rules framed hereunder, are not applicable to the Company.

VII. In our opinion, the Companys present internal audit system is commensurate with the size and nature of its business.

VIII. Since the Company is not a manufacturing, mining or processing industry, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

IX. According to the information and explanation given to us and the records of the Company examined by 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 ( Other than TDS of Rs.91245/- outstanding for a period of more than six month as on 31st March 2010) Sales tax, Service tax , Wealth tax, Custom duty, Excise duty and Cess and any other statutory dues applicable to it, with the appropriate authorities.

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

XI. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or bank during the year.The Company did not have any outstanding dues to any debenture holders during the year.

XII. According to the information and explanation given to us and based on the documents and records produced 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. In our opinion, the company is not a Chit fund or Nidhi / Mutual benefit fund/ society. Therefore the provision of clause 4 (xiii) are not applicable to the Company.

XIV. In our opinion, the Company is not dealing or trading in share, securities, debentures and other Investments. Accordingly, the provisions of clause 4 (xiv) are not applicable to the Company.

XV. According to the information and explanation given to us, the terms and conditions of gurantees given by the company for loans taken by others from bank or financial institutions are not , prima facie, prejudicial to the interests of the Company.

XVI. According to the information and explanation given to us, no term loan has been raised during the year.

XVII.According to information and explanation given to us and on an overall examination of Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long-term investment and no long term funds have been prima facie used to finance short term assets.

XVIII.During the year Company has allotted 2000000 Equity Shares upon conversion of Share Warrants In our opinion, the price at which shares have been issued upon Conversion of share warrant is not prejudicial to the interest of the Company.

XIX. The Company has not raised any loan during the year through issue of debentures; hence the provision of clause 4 (xix) are not applicable to the Company.

XX. The Company has not raised any money through a public issue during the year, hence the provision of clause 4 (xx) are not applicable to the Company.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For NATH & HARI

Chartered Accountants

Place :- Delhi

Kailash Hari

Date :- 23rd August, 2010

(Partner)

M.No.- 82285

---

Mar 31, 2009

1) We have audited the attached Balance Sheet of IEC Education Ltd (Formerly IEC Softwares Ltd.) as at 31st March, 2009, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based onouraudit.

2) We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2003, (CARO) issued by the Central Government 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.

4) Further to our comments in the Annexure referred to in paragraph 3 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 purposeofouraudit.

(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 such books.

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

(d) In our opinion, the Balance Sheet, Profit & Loss Accounts 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 representations received from the Directors of the Company as on 31st March, 2009 and taken on record by the Board of Directors, we report that the none of the Directors is disqualified as on 31st March, 2009.

from being appointed as a director of the Company in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956.

(f) In Our opinion and to the best of our information and according to the explanations given to us, the said account subject to:

(i) Note No: 4 of Schedule 20 regarding non registration of title deeds in respect of one premise;

(ii) Note No: 5 of Schedule 20 regarding adjustments of entries arising out of confirmation / reconciliation of the accounts of parties and banks;

(Hi) Note No: 9 of Schedule 20 regarding non provision of debts and advances considered doubtful amounting to Rs. 1,28,84,944.94 and Rs.1,01,03,404.45 respectively,

and read together with the notes and the significant accounting policies 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 :

I. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009.

II. ln the case of the Profit & LossAccount, of the Profit of the Company for theye arended on that date and

III. ln the case of Cash Flow Statement, of the cash flows of the Company for the year ende don that date.

(Referred to in paragraph 3 of our report of even date on the accounts of I EC Education Ltd (Formerly IEC Softwares Ltd) for the year ended 31st March, 2009)

I. In respect of its fixed assets:

a) The Company has maintained fixed asset register. However in some cases item wise depreciation, location or quantity were not maintained in the fixed asset register.

b) The management has not carried out a physical verification of all the fixed assets but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on such verification.

c) In our opinion and according to the information and explanation given to us, the fixed assets have not been disposed off by the company during the year.

U. The nature of the companys business/activities during the year have been such that clause (ii) of paragraph 4 is not Applicable to the company for the year.

III. a) During the year, the Company has not granted any loan, Secured or Unsecured to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956.

b) The Company has taken unsecured interest free loans, repayable on demand, from five parties covered in the register maintained under section 301 of the Companies Act,1956. The maximum amounts outstanding during the year were Rs.86,87,635.94 and the year end balance was Rs. 18,81,690.31

c) According to the information and explanation given to us, we are of the opinion that the rate of interest and other terms and conditions on which the interest free loans have been taken by the Company from the parties covered in the .register maintained under section 301 of the Companies Act,1956 are not prima facie prejudicial to the interest of the Company.

d) As maintained in para (iii)(b) above, the loan taken by the companies covered in the register maintained under section 301 of the Companies Act,1956, are repayable on demand. In view of this, we are unable to comment on the regularity of payment of principal and the overdue amount, if any, due to the parties covered in the register maintained under section 301 of the Companies Act, 1956.

IV. In our opinion and, according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of components, plant and machinery, equipments and similar assets and also for training and education Services rendered.

V. 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 Act have been entered in the register required to be maintained under that Section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees fivelakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevalent market prices at the relevant time other than transactions of special nature for which competitive quotations are not available.

VI. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provision ofsection58A and 58 AAofthe Companies Act, 1956 a"nd the rules framed hereunder, are not applicableto the Company.

VII. In our opinion, the Companys present internal audit system is commensurate with the size and nature of its business.

VIII. Since the Company is not a manufacturing, mining or processing industry, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

I A-r I

IX. According to the information and explanation given to us and the records of the Company examined by 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 (other than TDS of Rs. 88124 outstanding for a period of more than Six month as on 31st March 2009), Sales Tax, Service tax,wealth Tax, custom duty, excise duty and cess and any other statutory dues applicable to it, with the appropriate authorities.

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

XI. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or bank during the year.

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

XIII.- In our opinion, the company is not a Chit Fund or Nidhi/ Mutual benefit fund/ society. Therefore the provision of clauses 4 (xiii) are not applicable to the Company.

XIV. In our opinion, the Company is not dealing in or trading in share, securities, debentures and other Investments. Accordingly, the provisions of clause 4 (xiv) are not applicable to the Company.

XV. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bankorfinancial institutions duringtheyear.

XVI. According to the information and explanation given to us, no term loan has been raised duringtheyear.

XVII. According to information and explanation given to us and on an overall examination of Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long-term investment and no long term funds have been prime facie used to finance short term assets.

XVIII. During the year Company has allotted 3000000 Equity Shares upon conversion of Share Warrants and 3260000 Equity Shares pursuant to the scheme of amalgamation approved by Honble High Court of Delhi. In our opinion, the price at which shares have been issued upon Conversion of share warrant is not prejudicial to the interest of the Company.

XIX. The Company has not raised any loan during the year through issue of debentures; hence the provisions of clause 4 (xix) are not applicable to the Company.

XX. The Company has not raised any money through a public issue during the year, hence the provisions of clause 4 (xx) are not applicable to the Company.

XXI. Based upon the audit procedures performed and the information and explanation given to us by the management, we reportthat no fraud on or by the Company has been noticed or reported during the course of our audit.

For NATH&HARI Chartered Accountants Place :- Delhi Date :-28th August, 2009 Kailash Hari (Partner) M.No.- 82285