Auditor Report of LCC Infotech Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of LCC Infotech Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Profit and Loss Statement, 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 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 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.

Auditors' 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 misstatements. 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 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 accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its Loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

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 Profit and Loss Statement, 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 March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164 (2) of the Act.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of LCC INFOTECH LIMITED ("the Company") for the year ended 31 March 2015. We report that:

(i) In respects of its fixed assets :

a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) All fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them at regular intervals which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

c) There was no substantial disposal of fixed assets during the year.

(ii) In respects of its inventory :

a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii) As informed, the Company has not granted any loans whether secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

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 our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

v) The Company has not accepted any deposits from the public.

vi) Maintenance of cost records as specified by the Central Government under section 148 (1) of the companies act 2013 are not applicable.

vii)a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

viii) The Company's accumulated losses at the end of the financial year are less than fifty per cent of its net worth and it has incurred cash losses in the current financial year and in the immediately preceding financial year.

ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that there are no default in payment of dues to financial institution, bank or debenture holders.

x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

xiii) Provision of transfer to the Investor Education and Protection Fund is not applicable to the company as the company has not been declaring any dividend which needs to be transferred to the Investor Education and Protection Fund if remains unclaimed for continuous period of seven years.

For BUDHIA & CO. Chartered Accountants Firm Registration Number: 320163E

M.K.BUDHIA PROPRIETOR Membership Number: 055197

Place: Kolkata Date: May 29, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of LCC Infotech Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and 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 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 accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956 ("the Act") read with general circular 8/2014 dated 4 April 2014, issued by the Ministry of Corporate Affairs. 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the 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, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

(b) In our opinion proper books of 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 Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;



Annexure to the Auditors'' Report

The Annexure referred to in our report to the members of LCC Infotech Limited ("the Company") for the year ended 31 March 2014. We report that:

(i) In respects of its fixed assets :

a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) All fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

c) There was substantial disposal of fixed assets during the year.

(ii) In respects of its inventory :

a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) a) As informed, the Company has not granted any loans, secured or unsecured during the year to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence the requirements of sub clauses (b) to (d) of clause (iii) of the Order are not applicable.

b) The Company had taken loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 9.00 lakhs and the year-end balance of loans taken from such parties was Rs. 9.29 lakhs.

c) The loans taken are re-payable on demand. As informed to us, the repayment of such loans, to the extent demanded, has been made by the Company, and thus, there has been no default on the part of the company. The loan taken is interest free.

(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. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions in which Directors are interested as contemplated under Section 299 of the Companies Act, 1956 and which required to be so entered in the register maintained under Section 301 of the said Act, 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 exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the company has an internal audit system commensurate with the size and 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 clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

(ix) a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

(x) The Company''s accumulated losses at the end of the financial year are less than fifty per cent of its net worth and it has incurred cash losses in the current financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that there are no dues to financial institution, bank or debenture holders.

(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 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 a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order, are not applicable.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The company has not raised any money by public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For BUDHIA & CO. Chartered Accountants Firm Registration Number: 320163E

M. K. Budhia Date: May 29, 2014 Proprietor Place: Kolkata Membership Number: 055197

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of LCC Infotech Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and 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 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 accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of 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 Char- tered 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 appropri- ateness 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(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.

Emphasis of Matter

We draw attention to Note 30 to the financial statements, where the collection from the franchisees have been shown as aggregate of collection as received by them independently and the expenses as incurred by the Company over the same have been booked accordingly as expenditure for generat- ing such revenue resulting the differences accruing as net income to the Company. Revenue from the operation in statement of profit and loss of the Company includes Fees collected from students by the Franchises independently amounting Rs. 862.89 lakhs and Course execution and development expenses shown in the statement of profit and loss includes Rs. 794.30 lakhs incurred or paid by the Franchises independently based on the account statement of the Franchisees. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

(b) In our opinion proper books of 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 Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

Annexure to the Auditors'' Report

The Annexure referred to in our report to the members of LCC Infotech Limited ("the Company") for the year ended 31 March 2013. We report that:

(i) In respects of its fixed assets :

a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) All fixed assets were physically verified by the management in the previous year in accor- dance with a planned programme of verifying them once in three years which, in our opin- ion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

c) There was no substantial disposal of fixed assets during the year. (ii) In respects of its inventory :

a) The management has conducted physical verification of inventory at reasonable intervals during the year.

b) The procedures of physical verification of inventory followed by the management are rea- sonable 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 and no material discrepancies were noticed on physical verification.

(iii) a) As informed, the Company has not granted any loans, secured or unsecured during the year to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence the requirements of sub clauses (b) to (d) of clause (iii) of the Order are not applicable.

e) The Company had taken loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3.50 lakhs and the year-end balance of loans taken from such parties was Rs. 3.15 lakhs.

f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

g) The loans taken are re-payable on demand. As informed to us, the repayment of such loans, to the extent demanded, has been made by the Company, and thus, there has been no default on the part of the company. The loan taken is interest free.

(iv) In our opinion and according to the information and explanations given to us, there is an ad- equate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions in which Directors are interested as contemplated under Sec- tion 299 of the Companies Act, 1956 and which required to be so entered in the register maintained under Section 301 of the said Act, 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 exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the company has an internal audit system commensurate with the size and 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 clause (d) of sub-section (1) of section 209 of the Com- panies Act, 1956 for the products of the Company.

(ix) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insur- ance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insur- ance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

(x) The Company''s accumulated losses at the end of the financial year are less than fifty per cent of its net worth and it has incurred cash losses in the current financial year. Further, it has not incurred cash losses in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that there are no dues to financial institution, bank or debenture holders.

(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 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 a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In respect of dealing in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The company has not raised any money by public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For BUDHIA & CO.

Chartered Accountants

Firm Registration Number: 320163E

M. K. Budhia

Proprietor

Membership Number: 055197

Place: Kolkata

Date: May 30, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of LCC Infotech Limited as at 31st March 2012 and also the Profit and 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.

2. We have 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 assur- ance about whether the financial statements are free of Material misstatement. An audit in- cludes 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 sig- nificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Reference is invited to the following Notes:

4.1. The collection from the franchisees have been shown as aggregate of collection as received by them independently and the expenses as incurred by the Company over the same have been booked accordingly as expenditure for generating such revenue resulting the differences accruing as net income to the Company. Revenue from the operation in Profit & Loss Accounts of the Company includes Fees collected from stu- dents by the Franchises independently amounting Rs.108004k and Course execution and development expenses shown in the Profit & Loss Account includes Rs.94563k incurred or paid by the Franchises independently based on the account statement of the Franchisees.

5. Further to our comments in the Annexure referred in Paragraph 3 above and subject to the Notes referred in Paragraph 4 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowl- edge 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, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub- Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors of the Company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon/attached thereto, subject to paragraph 4.1, 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 Profit and Loss Account, of the profit/loss for the year ended on the date, and

iii) In the case of Cash Flow Statement, of the Cash Flow for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

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

(b) Fixed assets have been physically verified by the management according to the regular programme of periodical verification in a phased manner which in our opinion is up to the mark having regard to the size of the Company and the nature of Fixed Assets. The discrepancies noticed on such physical verification were not material.

2. (a) The inventory of the Company, has been physically verified by the management at regular intervals.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its busi- ness.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on such physical verification of inventory as compared to book records were not material.

3. The Company has not taken any Loan during the year from Companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956. Consequently the requirement of other clauses is not applicable.

4. In our opinion and according to the information and explanations given to us, there are ad- equate internal controls procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weakness in inter- nal control.

5. On the basis of our examination of the books of accounts, the company has not entered into any transactions exceeding Rs. 5 lacs in respect of any party during the financial year that needs to be entered into a register maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA or any other relevant provisions and the rules framed thereunder.

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

8. In our opinion and according to the information and explanations given to us, the company is not covered under the purview of section 209 (1) (d) of the Companies Act 1956, hence the maintenance of cost records as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 is not applicable to the company.

9. According to the information and explanations given to us, in respect of statutory and other dues. The Company has been regular in depositing with appropriate authorities undisputed statutory dues including, Income Tax, Sales Tax, Service Tax, Cess and any other statutory dues.

10. The Company's accumulated loss is not more than 50% of its net worth as on 31.3.2012. The Company has not incurred any cash losses in the current financial year and in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explana- tions given to us the company has not defaulted in repayment of any dues to financial institu- tions or banks.

12. According to the information and explanations given 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. The provisions of any special statute applicable to Chit Fund nidhi or mutual benefit fund societies are not applicable to the Company.

14. Based on the records examined by us and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper record of the transactions and contracts of dealing in shares and securities and that timely entries have been made and the shares and securities have been held by the company in its own name.

15. According to the information and explanations, given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. The Company did not have any term loan outstanding during the year.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, no funds raised on short-term basis have been used for long-term investment.

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

19. According to the information and explanations given to us, the company has not issued any debentures.

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

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

M.K. BUDHIA

Proprietor

For and on behalf of

BUDHIA & COMPANY

Place: Kolkata Chartered Accountants

Date: 27.08.2012 Membership No. 55197

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of LCC Infotech Limited as at 31st March 2010 and also the Profit and 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.

2. We conducted our audit in accordance with auditing standards generally accepted in In- dia. 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 disclo- sures in the financial statements. An audit also includes assessing the accounting prin- ciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Reference is invited to the following Notes:

4.1. Note 4 on Schedule 19 regarding non-ascertainment of break up value of certain unquoted investments and its consequential effect of the year-end carrying value and of its corresponding effect on the Company's net worth and results.

4.2. Note 15 on Schedule 19 regarding accounting of royalty income.

4.3. The collection from the franchisees have been shown as aggregate of collection as received by them independently and the expenses as incurred by the Company over the same have been booked accordingly as expenditure for generating such revenue resulting the differences accruing as net income to the Company. Revenue from the operation in Profit & Loss Accounts of the Company includes Fees collected from students by the Franchises independently amounting Rs. 197928k and Course execu- tion and development expenses shown in the Profit & Loss Account includes Rs. 183389k incurred or paid by the Franchises independently based on the account statement of the Franchises.

5. Further to our comments in the Annexure referred in Paragraph 3 above and subject to the Notes referred in Paragraph 4 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowl- edge and belief were necessary for the purposes of our audit except as indicated in paragraph 4.2 above.

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub- Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors of the Company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon/at- tached thereto, subject to paragraph 4.1 and 4.2 above, 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 and Loss Account, of the Loss for the year ended on the date, and

iii) in the case of Cash Flow Statement, of the Cash Flow for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

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

(b) Fixed assets have been physically verified by the management according to the regular programme of periodical verification in phased manner which in our opinion is respon- sible having regard to the size of the Company and the nature of Fixed Assets. The discrepancies noticed on such physical verification were not material.

(c) During the year, Company has not disposed of any substantial/major part of fixed assets.

2. (a) The inventory of the Company, has been physically verified by the management at reasonable intervals.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its busi- ness.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on such physical verification of inventory as compared to book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the other clauses are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

5. On the basis of our examination of the books of accounts, the company has not entered into any transactions exceeding Rs. 5 lacs in respect of any party during the financial year that needs to be entered into a register maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA or any other relevant provisions and the rules framed thereunder.

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

8. In our opinion and according to information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956. Accordingly this clause is not applicable to the Company.

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

(a) The Company has been regular in depositing with appropriate authorities undisputed statutory dues including investor Education and Protection Fund, Employees' State In- surance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues.

(b) According to the information and explanations given to us, the following disputed amounts have not been deposited by the company:

Particulars Period to which the Forum where Amount amount relates dispute is Rs. in Thousand (Financial Year) pending

Income Tax 2000 - 01 C. I. T. - appeal 12064

(c) According to information and explanations given to us, apart from above, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. The Company's accumulated loss is not more than 50% of its net worth as on 31.3.2010. The Company has not incurred any cash losses in the current financial year and in the immedi- ately preceding financial year.

11. According to the records of the company examined by us and the information and explana- tions given to us the company has not defaulted in repayment of any dues to financial institutions or banks or debenture holders.

12. According to the information and explanations given 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. The provisions of any special statute applicable to Chit Fund nidhi or mutual benefit fund / societies are not applicable to the Company.

14. Based on the records examined by us and according to information and explanations given to us, we are of the opinion that the company is maintaining proper record of the transac- tions and contracts of dealing in shares and securities and that timely entries have been made and the shares and securities have been held by the company in its own name.

15. According to the information and explanations, given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. The Company did not have any term loan outstanding during the year.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, no funds raised on short-term basis have been used for long-term investment.

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

19. According to the information and explanations given to us, the company has not issued debentures.

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

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

M.K. BUDHIA

Proprietor

For and on behalf of

Kolkata BUDHIA & COMPANY

23rd August, 2010 Chartered Accountants

Membership No. 55197

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of LCC Infotech Limited as at 31st March 2009 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. 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 financial statement pre- sentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors 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, we enclose In the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Reference is Invited to the following Notes:

4.1. Note 4 on Schedule 19 regarding non-ascertainment of break up value of certain unquoted investments and its consequential effect of the year-end carrying value and of Its corresponding effect on the Companys net worth and results.

4.2. Note 15 on Schedule 19 regarding accounting of royalty Income.

4.3. The collection from the franchisees have been shown as aggregate of collection as received by them independently and the expenses as incurred by the Company over the same have been booked accordingly as expenditure for generating such revenue resulting the differences accruing as net income to the Company. Revenue from the operation in Profit & Loss Accounts of the Company includes Fees collected from students by the Franchises independently amounting Rs. 200076k and Course execu- tion and development expenses shown in the Profit & Loss Account includes Rs. 182635k incurred or paid by the Franchises independently based on the account statement of the Franchises.

5. Further to our comments in the Annexure referred in Paragraph 3 above and subject to the Notes referred in Paragraph 4 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowl- edge and belief were necessary for the purposes of our audit except as indicated in paragraph 4.2 above.

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub- Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors of the Company and taken on record by the Board of Directors, we report that none of the direclors is disqualified as on 31st March 2009 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon/at- tached thereto, subject to paragraph 4.1 and 4.2 above, 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) In the case of the Profit and Loss Account, of the Loss for the year ended on the date, and

III) in the case of Cash Flow Statement, of the Cash Flow for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT 1 (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) Fixed assets have been physically verified by the management according to the regular programme of periodical verification (n phased manner which fn our opinion is respon- sible having regard to the size of the Company and the nature of Fixed Assets. The discrepancies noticed on such physical verification were not material.

(c) During the year, Company has not disposed of any substantial/major part of fixed assets.

2 (a) The inventory of the Company, has been physically verified by the management at reasonable intervals.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its busi- ness.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on such physical verification of inventory as compared to book records were not material.

3 The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the other clauses are not applicable.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of Its business with regard to purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

5 On the basis of our examination of the books of accounts, the company has not entered into any transactions exceeding Rs. 5 lacs in respect of any party during the financial year that needs to be entered into a register maintained under section 301 of the Companies Act, 1956.

6 The Company has not accepted any deposits under the provisions of Section 58A and 58AA or any other relevant provisions and the rules framed thereunder.

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

8. In our opinion and according to information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956. Accordingly this clause is not applicable to the Company.

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

(a) The Company has been regular in depositing with appropriate authorities undisputed statutory dues including investor Education and Protection Fund, Employees State In- surance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues except Provident Fund of Rs. 27,855/- outstanding for the year 2007-08 as at 31" March 2009.

(b) According to the Information and explanations given to us, the following disputed amounts have not been deposited by the company:

Particulars Period to which the Forum where Amount amount relates dispute is Rs. in Thousand (Financial Year) pending

Income Tax 2000 - 01 C.I.T. - appeal 12064

(c) According to Information and explanations given to us, apart from above, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. The Companys accumulated loss is not more than 50% of its net worth as on 31.3.2009. The Company has not incurred any cash losses in the current financial year and in the immedi- ately preceding financial year.

11. According to the records of the company examined by us and the information and explana- tions given to us the company has not defaulted in repayment of any dues to financial institutions or banks or debenture holders.

12. According to the information and explanations given 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. The provisions of any special statute applicable to Chit Fund nidhi or mutual benefit fund / societies are not applicable to the Company.

14. Based on the records examined by us and according to information and explanations given to us, we are of the opinion that the company is maintaining proper record of the transac- tions and contracts of dealing in shares and securities and that timely entries have been made and the shares and securities have been held by the company in its own name.

15. According to the information and explanations, given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. The Company did not have any term loan outstanding during the year.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, no funds raised on short-term basis have been used for long-term investment.

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

19. According to the information and explanations given to us, the company has not issued debentures.

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

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year. M.K. BUDHIA Proprietor

For and on behalf of Kolkata BUDHIA & COMPANY

28th October 2009 Chartered Accountants

Membership No. 55197