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Auditor Report of MT Educare Ltd.

Mar 31, 2015

1. Report on the Financial Statements

We have audited the accompanying financial statements of MT Educare Limited, which comprise the Balance Sheet as at 31st March, 2015, 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.

2. 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 and presentation of the financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on the 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of 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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31st March, 2015, and its profit and its cash flow for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- refer note no. 26.1.1 to the financial statements.

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

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

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

i. (a) The Company has maintained location wise records of fixed assets in terms of value and quantity.

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification in a phased manner 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.

ii. (a) As explained to us by the Management, the production/making of content requires various types of media to store the same. The Management has physically verified such media CDs/ pen-drive/ SD Cards/ Tablets on which content is stored, at year end and we have relied on the certificate issued by the Management for the physical count.

(b) The procedure for physical verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of the business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(a) The principal amount and interest thereon are receivable on demand at the discretion of the company. In our opinion and according to the information and explanation given to us, there is no irregularity found in receipt of the principal and interest in current reporting period.

(b) In respect of the said loans and interest thereon, there are no overdue amounts of more than Rupees One lakh.

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, for the purchase and sale of inventories and for the sale of services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas.

v. In our opinion and according to the information and explanations given to us the Company has not accepted any deposits from the public so as to require any compliance of the directives of Reserve Bank of India or the provisions of section 73 or 76 of the Companies Act, 2013. As explained to us, the Company has not received any order passed by the Company Law Board or the National Company Law Tribunal or any court or other forum.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales Tax/ Value Added Tax, Service Tax and material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees' State Insurance, Wealth Tax, Customs Duty and Excise Duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax/ Value Added Tax, Service Tax and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

(b) Details of dues of income tax which have not been deposited as on March 31, 2015 on account of any dispute are given below:

Rs. in lakhs

Nature Nature Amount Period Forum of of Dues Involved to which where the Statute the dispute is amount pending relates

The Income 57.48 A.Y. Rectification Income- Tax 2007-08 pending Tax Act, before A.O. 1961

The Income 9.95 A.Y. ACIT Income- Tax 2010-11 Tax Act, 1961

The Income 1.03 A.Y. ACIT Income- Tax 2011-12 Tax Act, 1961

(c) The Company was not required to transfer any amount 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.

viii. The Company has no accumulated losses as on 31st March, 2015. The Company has not incurred any cash losses in the Current financial year and in the immediately preceding financial year.

ix. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to a bank as at the Balance sheet date and did not have any amount outstanding to financial institutions or debenture holders.

x. The Company has given guarantees for loans taken by others from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

xi. The Company has raised term loans during the year and the same has been applied for the purposes for which they were raised.

xii. During the course of our examination of the books and records of the Company and according to the information and explanations given to us, no material fraud on or by the Company has been noticed by us or reported by the management.

For Shaparia Mehta & Associates LLP Chartered Accountants (Firm's Registration No. 1 12350W / W-100051)

Sanjiv Mehta Partner Membership No. 034950

Place: Mumbai Date: May 13, 2015


Mar 31, 2014

1. We have audited the accompanying Financial Statements of MT Educare Limited, which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and Cash Flow for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from any material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted the audit in accordance with the standard on auditing issued by The Institute of Chartered Accountants of India. Those Standards required 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor consider 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Financial Statements.

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

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by The Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting 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 Account, of the profit for the year ended on that date and

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

Report on other legal and Regulatory Requirements

6. As required by The Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of The Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

7. As required by section 227(3) of The Companies Act, 1956, we report that:

(i) 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;

(ii) 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;

(iii) The Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(v) On the basis of written representations received from the directors, as on 31st March 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of The Companies Act, 1956.

(vi) 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 Referred to in paragraph 6 of our report of even date

i. (a) The Company has maintained location wise records of fixed assets in terms of value and quantity. [Paragraph 4(i)(a)]

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification 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. [Paragraph 4(i)(b)]

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. [Paragraph 4(i)(c)]

ii. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. [Paragraph 4(ii)(a)]

(b) The procedure for physical verification of physical inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of the business. [Paragraph 4(ii)(b)]

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. [Paragraph 4(ii)(c)]

iii. (a) According to the information and explanations given to us the Company has granted unsecured loan to one party covered in the register maintained under Section 301 of the companies Act 1956. The Closing Balance as on 31.03.2014 is Rs. 757.46 lakhs and the maximum balance outstanding during the year is Rs. 757.46 lakhs. [Paragraph 4(iii)(a)].

Amount Particulars No.of Amount Parties (Rs In Lakhs)

Opening balance 1 333.79

Loan granted during the year 2 268.67

Loan recovered during the year 1 50.00

Closing balance 2 757.46

b) No Interest is charged on the unsecured loans. In our opinion and according to the information and explanations given to us, the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii)(b)]

(c) In the absence of specified due dates for the repayment of loans granted, the question of irregularity does not arise. [Paragraph 4(iii)(c)]

(d) As the loan is payable on demand, there is no overdue amount of more than Rupees One lakh. [Paragraph 4(iii) (d)]

(e) The Company has taken unsecured loan from one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loan is Rs. 201.56 Lakhs and Rs. 193.45 Lakhs respectively. [Paragraph 4(iii) (e)]

Amount Particulars No.of Amount Parties (Rs In Lakhs)

Opening balance 0 0.00

Loan granted during the year 1 368.21

Loan recovered during the year 1 174.76

Closing balance 1 193.45

(f) No Interest is paid on the unsecured loans. In our opinion and according to the information and explanations given to us, the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii)(f)]

(g) In the absence of specified due dates for the repayment of loans granted, the question of irregularity does not arise. [Paragraph 4(iii)(g)]

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, for the purchase and sale of inventories and for the sale of services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas. [Paragraph 4(iv)]

v. (a) To the best of our knowledge and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations given to us, in respect of lecture services rendered, these being of professional nature, the market values are not readily ascertainable. The transactions made in pursuance of such contract or arrangements are made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. [Paragraph 4(vi)]

vii. In our opinion, the Company has an internal audit system which is commensurate with the size of the Company and the nature of its business. [Paragraph 4(vii)]

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. [Paragraph 4(viii)]

ix. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues applicable to it.

Details of dues of income tax which have not been deposited as on March 31, 2014 on account of any dispute are given below:

Nature of Statute Nature of Amount Dues Involved (Rs Lakhs)

The Income-Tax Act,1961 Income Tax 53.65

The Income-Tax Act,1961 Income Tax 9.95

The Income-Tax Act,1961 Income Tax 1.03

The Income-Tax Act,1961 Income Tax 0.10

Nature of Statute Period to which the Forum where the dispute amount relates is pending The Income-Tax Act,1961 A.Y. 2009-10 Income Tax Appellate Tribunal The Income-Tax Act,1961 A.Y. 2010-11 Income Tax Tribunal

The Income-Tax Act,1961 A.Y. 2011-12 ACIT

The Income-Tax Act,1961 A.Y. 2012-13 DetermindU/S143(1)(a) (b) According to the information and explanations given to us, there are no undisputed amounts payable for a period of more than six months from the date they became payable in respect of statutory dues applicable to it except Service Tax amounting to Rs. 17.02 Lakhs.

x. The Company has no accumulated losses as on 31st March, 2014. The Company has not incurred any cash losses in the Current financial year and in the immediately preceding financial years hence clause (x) of Paragraph 4 of the order is not applicable to the Company. [Paragraph 4(x)]

xi. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to a bank as at the Balance sheet date. The Company has no dues in respect of a financial institution and has not issued any debentures during the year. [Paragraph 4(xi)]

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

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit/ society. Therefore the provisions of clause 4(xiii) of the order are not applicable to the Company. [Paragraph 4(xiii)]

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus funds in mutual funds. 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 mutual fund units have been held by the Company, in its own name. [Paragraph 4(xiv)]

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. [Paragraph 4(xv)]

xvi. In our opinion and according to the information and explanations given to us, the Company has not availed any term loan during the year covered by our report. [Paragraph 4(xvi)

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. [Paragraph 4(xvii)]

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. [Paragraph 4(xviii)]

xix. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year covered by our report. [Paragraph 4(xix)]

xx. We have verified the end use of money raised by public issue from the draft prospectus filed with SEBI, the offer document and as disclosed in the notes to the Financial Statements. [Paragraph 4(xx)]

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. [Paragraph 4(xxi)]

For Shaparia & Mehta Chartered Accountants FRNNo.: 112350W

Jayavanti Shah Partner Membership No:043710 Place:Mumbai Date:14th May,2014.


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying Financial Statements of MT Educare Limited, which comprise the Balance Sheet as at 31 March, 2013, and the Statement of Profit and Loss and Cash Flow for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of The Companies Act, 1956. 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 any material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted the audit in accordance with the standard on auditing issued by The Institute of Chartered Accountants of India. Those Standards required 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor consider 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 suficient and appropriate to provide a basis for our audit opinion.

Report on other legal and Regulatory Requirements

5. As required by The Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of Section 227 of The Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) 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;

(ii) 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;

(iii) The Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet, Statement of 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;

(v) On the basis of written representations received from the Directors, as on 31 March, 2013 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March, 2013 from being appointed as a Director in terms of clause (g) of sub- section (1) of Section 274 of The Companies Act, 1956.

(vi) 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.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by The Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Referred to in paragraph 5 of our report of even date

i. (a) The Company has maintained location wise records of fixed assets in Excel sheet in terms of value and quantity.

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification 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. [Paragraph 4(i)(b)]

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year. [Paragraph 4(i)(c)]

ii. (a) As explained to us by the Management, the production/ making of content requires various types of media to store the same. The Management has physically verified such media CDs on which content is stored, at year end and we have relied on the certificate issued by the Management for the physical count. [Paragraph 4(ii)(a)]

(b) The procedure for physical verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of the business. [Paragraph 4(ii)(b)]

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. [Paragraph 4(ii)(c)]

iii. (a) According to the information and explanations given to us the Company has granted unsecured loan to two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The Closing Balance as on 31 March, 2013 is Rs. 3.79 lakhs and the maximum balance outstanding during the year is Rs. 23.27 lakhs. [Paragraph 4(iii)(a)].

No of Amount Particulars ,, Parties (Rs. in lakhs)

Opening balance 1 1.79

Loan granted during the year 2 23.27

Loan recovered during the year 1 21.27

Closing balance 1 3.79

b) No Interest is charged on the unsecured loans. In our opinion and according to the information and explanations given to us the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii)(b)]

(c) In the absence of specified due dates for the repayment of loans granted, the question of irregularity does not arise [Paragraph 4(iii)(c)]

d) As the loan is payable on demand, there is no overdue amount of more than Rupees One lakh. [Paragraph 4(iii) (d)]

(e) The Company has not taken any loans, secured or unsecured from the Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act,1956. Hence, the question of reporting under sub– clause (e) to (g) does not arise.

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, for the purchase and sale of inventories and for the sale of services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas. [Paragraph 4(iv)]

v. (a) To the best of our knowledge and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations given to us, in respect of lecture services rendered, these being of professional nature, the market values are not readily ascertainable. The transactions made in pursuance of such contract or arrangements are made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. [Paragraph 4(vi)]

vii. In our opinion, the Company has an internal audit system which is commensurate with the size of the Company and the nature of its business. [Paragraph 4(vii)]

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. [Paragraph 4(viii)]

ix. (a) According to the information & explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues applicable to it and there is no undisputed amount payable for a period of more than six months from the date they became payable in respect of statutory dues applicable to it. [Paragraph 4(ix)(a)]

(b) As at 31 March, 2013, according to the records of the Company and the information & explanation given to us, following are the particulars of disputed dues (provided/considered as contingent liabilities, as appropriate) on account of income tax which have not been deposited.

Nature of Statute Nature of Dues Amount Involved Period to which Forum where the dispute is (Rs.in lakhs) the amount relates pending

The Income- Tax Act, 1961 Income Tax 57.48 A.Y. 2007-08 Income Tax Appellate Tribunal

The Income- Tax Act, 1961 Income Tax 53.77 A.Y. 2009-10 Income Tax Appellate Tribunal

The Income- Tax Act, 1961 Income Tax 13.34 AY. 2010-11 ACIT

The Income- Tax Act, 1961 Income Tax 15.13 AY. 2011-12 ACIT

x. The Company has no accumulated losses as on 31 March, 2013. The Company has not incurred any cash losses in the Current financial year and in the immediately preceding financial years hence clause (x) of Paragraph 4 of the order is not applicable to the Company. [Paragraph 4(x)]

xi. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to a bank as at the Balance sheet date. The Company has no dues in respect of a financial institution and has not issued any debentures during the year. [Paragraph 4(xi)]

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

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit society. Therefore the provisions of clause 4(xiii) of the order are not applicable to the Company. [Paragraph 4(xiii)]

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus funds in mutual funds. 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 mutual fund units have been held by the Company, in its own name. [Paragraph 4(xiv)]

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. [Paragraph 4(xv)]

xvi. In our opinion and according to the information and explanations given to us, the Company has not availed any term loan during the year covered by our report. [Paragraph 4(xvi)

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. [Paragraph 4(xvii)]

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. [Paragraph 4(xviii)]

xix. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year covered by our report. [Paragraph 4(xix)]

xx. We have verified the end use of money raised from public issue as disclosed in the notes to the Financial Statements with respect to the prospectus filed with SEBI. [Paragraph 4(xx)]

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. [Paragraph 4(xxi)] For Shaparia & Mehta

Chartered Accountants

FRN No. 112350W

Sanjiv B. Mehta

Partner

Membership No.: 034950

Place : Mumbai

Date : 15 May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of MT EDUCARE LIMITED ("the Company") (Earlier MT EDUCARE PRIVATE LIMITED), as at 31st March, 2012, the Statement of Profit and Loss & Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments, in the Annexure referred to in Paragraph 3 above, we report that:-

i. 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;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examinations of those books;

iii. 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;

iv. In our opinion, the Balance Sheet, the Statement of Profit and Loss 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.

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto, give in the prescribed manner the information required by the Companies Act, 1956 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 the Affairs of the Company as at 31st March, 2012;

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

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

Annexure to the Auditors' Report

i. (a) The Company has maintained location wise records of fixed assets in excel sheet in terms of value and quantity. [Paragraph 4(i)(a)]

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification 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. [Paragraph 4(i)(b)]

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. [Paragraph 4(i)(c)]

ii. The Company is engaged in providing services and primarily engaged in the business of providing commercial training and coaching. Accordingly it does not hold any physical inventory, thus the provisions of Paragraph 4(ii) of the order are not applicable to the Company. [Paragraph 4(ii)(a), 4(ii)(b) and 4(ii)(c)]

iii. (a) According to the information and explanations given to us the Company has granted unsecured loan to one party covered in the register maintained under section 301 of the Companies Act 1956. [Paragraph 4(iii)(a)]. The Closing Balance as on 31.03.2012 is Rs. 1.79 lakhs and the maximum balance outstanding during the year is Rs. 1.79 lakhs.

Particulars No of Amount Parties (Rs. in lakhs)

Opening balance 1 0.17

Loan granted during the year 1 1.62

Loan recovered during the year 0 0.00

Closing balance 1 1.79

(b) No Interest is charged on the unsecured loans. In our opinion and according to the information and explanations given to us the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii)(b)]

(c) In the absence of specified due dates for the repayment of loans granted, the question of irregularity does not arise [Paragraph 4(iii)(c)]

(d) In respect of the aforesaid loans, there is no overdue amount of more than Rs. One lakh. [Paragraph 4(iii) (d)]

(e) The Company has not taken any loans, secured or unsecured from the Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence the question of reporting under Paragraph 4(iii)(e), 4(iii)(f), and 4(iii)(g) does not arise.

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 services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas. The activities of the Company do not involve purchase of inventory and sale of goods. [Paragraph 4(iv)]

v. (a) To the best of our knowledge and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations given to us, in respect of lecture services rendered, these being of professional nature, the market values are not readily ascertainable. The transactions made in pursuance of such contract or arrangements are made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. [Paragraph 4(vi)]

vii. In our opinion, the Company has an internal audit system which is commensurate with the size of the Company and the nature of its business. [Paragraph 4(vii)]

viii. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the products of the Company. [Paragraph 4(viii)]

ix. According to information and explanations given to us and according to the books and records examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, service tax, cess and other material statutory dues applicable to it. [Paragraph 4(ix)(a)]

Details of dues of income tax which have not been deposited as on March 31, 2012 on account of any dispute are given below [Paragraph 4(ix)(b)]:

Nature of Statute Nature of Dues Amount Involved Period to which the Forum where the (Rs. lakhs) amount relates. dispute is pending.

The Income- Tax Act, 1961 Income Tax 57.48 A.Y. 2007-08 Income Tax Tribunal

The Income-Tax Act, 1961 IncomeTax 53.77 A.Y.2009-10 Income Tax Tribunal

x. The Company has no accumulated losses as on 31st March, 2012. The Company has not incurred any cash losses in the Current financial year and in the immediately preceeding financial years hence clause (x) of Paragraph 4 of the order is not applicable to the Company. [Paragraph 4(x)]

xi. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to banks as at the balance sheet date. The Company has no dues in respect of financial institutions and has not issued any debentures during the year. [Paragraph 4(xi)]

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

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit/ society. Therefore the provisions of clause 4(xiii) of the order are not applicable to the Company. [Paragraph 4(xiii)]

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus funds in mutual funds. 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 mutual fund units have been held by the Company, in its own name. [Paragraph 4(xiv)]

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. [Paragraph 4(xv)]

xvi. In our opinion and according to the information and explanations given to us, the Company has not availed any term loan during the year covered by our report. [Paragraph 4(xvi)]

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. [Paragraph 4(xvii)]

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. [Paragraph 4(xviii)]

xix. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year covered by our report. [Paragraph 4(xix)]

xx. The Company concluded its initial public offering on March 29, 2012, with the allotment of shares on April 10, 2012. The Company is yet to utilise any monies raised through the issue as of March 31, 2012, and it has deposited the money in Escrow account with Axis Bank Ltd. and ICICI Bank Ltd. [Paragraph 4(xx)]

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. [Paragraph 4(xxi)]

For Shaparia & Mehta

Chartered Accountants

Firm Reg No:112350W

Sanjiv B Mehta

Partner

Place: Mumbai Membership No.: 034950

Date : 26 May, 2012

 
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