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Auditor Report of NIIT Ltd.

Mar 31, 2016

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of NIIT Limited("the Company"), which comprise the Balance
Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. 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 to 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 inaccordance with the provisions of the
Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and
matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act and other
applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and
pronouncements 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.

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

7. 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

8. 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,
2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ''the Companies (Auditor''s Report) Order, 2016'', issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), 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 give in
the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. 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 asit appears from our
examination of those books.

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164
(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in Annexure A.

(g) 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 knowledge and belief and according to the information and
explanations given to us:

i) The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its
standalone financial statements – Refer Note 19; ii) The Company has long-term contracts including derivative contracts as at
March 31, 2016 for which there were no material foreseeable losses. iii) There has been no delay in transferring amounts,
required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2016.

Referred to in paragraph 10 of the Independent Auditors'' Report of even date to the Members of NIIT Limited on the Standalone
Financial Statements for the year ended March 31, 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of NIIT Limited ("the Company") as of March 31, 2016
in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the
Act.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the"Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the
extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both
issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are
subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on
the internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India Referred to in paragraph 9 of the Independent Auditors'' Report of even date to the
Members of NIIT Limited on the Standalone Financial Statements as of and for the year ended March 31, 2016

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items
over a period of two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its
assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year
and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 10 on fixed assets to the financial statements, are held in the
name of the Company.

ii. The inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification
is reasonable. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has granted unsecured loans, to one of its wholly owned subsidiaries covered in the register maintained under
Section 189 of the Act.

(a) The repayment terms of unsecured loan granted in the previous years to one of its wholly owned subsidiary as referred to in
clause (iii) above has been extended. The outstanding loan aggregating Rs. 29.70 million which was considered doubtful of
recovery had been provided for in the books of account in earlier years.

(b) In respect of the aforesaid loans, the schedule of repayment of principal and payment of interest has been stipulated and the
receipts are regular.

(c) In respect of the aforesaid loans, there is no amount overdue for more than 90 days other than the loan of Rs. 29.70 million,
considered doubtful of recovery and provided for as referred to in para (iii) (a) above. In our opinion, reasonable steps have
been taken by the Company for the recovery of the principal amounts and interest.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions
of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security
provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the
rules framed there under to the extent notified.

vi. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules
made by the Central Government of India, the maintenance of cost records has been specified under sub-section (1) of Section148
of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have
not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined

by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax (tax
deducted at source), service tax and works contract tax though there has been a slight delay in a few cases, and is regular in
depositing undisputed statutory dues, including provident fund, employees'' state insurance, sales tax, wealth tax, duty of
customs, value added tax, professional tax and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of
dues of income tax, sales tax, works contract tax and service tax, as at March 31, 2016 which have not been deposited on account
of a dispute, are as follows:

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

Andhra Pradesh Works contract 31.32 2001-2004
General Sales
Tax tax
Act, 1957

Central Sales Tax 22.35 June 2005 to
Sales Tax
Act, 1956 November 2011

Customs Act
1962 Custom Duty 4.80 2012-13 and

2013-14

Income Tax Act, Income Tax 0.41 2003-04
1961

Income Tax 3.08 2008-09

Income Tax 20.39 2009-10

Income Tax 53.46 2010-11


Name of the Forum where the dispute is pending
Statute

Andra Pradesh Supreme Court of India
Act 1957

Central Sales Appellate Deputy Commissioner (A),
Act 1956 Hyderabad

Customs Act Directorate of Revenue Intelligence,
1962 Jaipur

Income Tax Act Income Tax Appellate Tribunal
1961
Commissioner of Income Tax
(Appeals)

Commissioner of Income Tax
(Appeals)

Commissioner of Income Tax
(Appeals)


viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has
not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders
as at the balance sheet date.

ix. In our opinion, and according to the information and explanations given to us, the Company has not raised any moneys by way
of initial public offer, further public offer (including debt instruments) except term loans which is applied for the purposes
for which they are obtained.

x. 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 material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such
case by the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it; the provisions of Clause 3(xii)
of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188
of the Act.The details of such related party transactions have been disclosed in the financial statements as required under
Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the
Company.

xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly,
the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the
provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse

Firm Registration Number. : 301112E

Chartered Accountants

Anupam Dhawan Place : New Delhi Partner

Date : May 10, 2016 Membership No. 084451


Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

4. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

5. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

6. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

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

8. 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

9. 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.

Emphasis of Matter

10. We draw attention to Notes 2.2 and 31 of these updated financial statements relating to the receipt of the opinion from the Expert Advisory Committee of Institute of Chartered Accountants of India ('EAC Opinion'), subsequent to the date of approval of the financial statements by the Board of Directors on May 27, 2015, but prior to placing of these in the Annual General Meeting for consideration by the shareholders, regarding accounting for the Scheme of Arrangement ('the Scheme') for amalgamation of wholly owned subsidiaries by applying purchase method of accounting in compliance with Accounting Standard 14: Accounting for Amalgamation (AS 14) and generally accepted accounting principles in India and the financial impact thereof. Pending receipt of the said opinion, the assets and liabilities of the amalgamating companies under the Scheme of Arrangement were recognized at their book values in accordance with the pooling of interest method of accounting specified in AS 14 in the financial statements referred above. Subsequent to the receipt of the EAC Opinion which requires the accounting of the Scheme by applying the purchase method, the Board of Directors has decided to give effect of the same and therefore, the financial statements as approved on May 27, 2015 and our audit report of even date, stand updated only to the extent of this revision. Our procedures on subsequent events are restricted solely to this amendment in the financial statements. Our report is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

i) The Company has disclosed the impact, if any, of pending litigations as at March 31,2015 on its financial position in its standalone financial statements - Refer Note 19;

ii) The Company has long-term contracts including derivative contracts as at March 31,2015 for which there were no material foreseeable losses.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31,2015.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 11 of the Independent Auditors' Report of even date to the Members of NIIT Limited on the Standalone Financial Statements as of and for the year ended March 31, 2015

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

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

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has granted unsecured loans, to two of its wholly owned subsidiary covered in the register maintained under Section 189 of the Act.

(a) The repayment terms of unsecured loan granted in the previous years to one of its wholly owned subsidiary as referred to in clause (iii) above has been extended. The outstanding loan aggregating Rs. 29.70 million which is considered doubtful of recovery has been provided for in the books of account.

(b) In respect of the aforesaid loans, in the cases where the overdue amount is more than Rupees One Lakh, other than the loan of Rs. 29.70 million, considered doubtful of recovery and provided for as referred to in para (iii) (a) above, in our opinion, reasonable steps have been taken by the Company for the recovery of the principal amounts and interest.

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. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified.

vi. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax (tax deducted at source), service tax, works contract tax and professional tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues,including provident fund, employees' state insurance, sales tax, wealth tax, duty of customs, value added tax, and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, works contract tax and service tax, as at March 31, 2015 which have not been deposited on account of a dispute, are as follows:

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

Andhra Pradesh Works contract 31.32 2001-2004 General Sales Tax tax Act, 1957

Central Sales Tax Sales Tax 22.35 June 2005 to Act, 1956 November 2011 Sales Tax 2.50 2011-12

Customs Act 1962 Custom Duty 4.70 2012-13 and 2013-14

Finance Act, 1994 Service Tax 20.98 2004-05

Income Tax Act, Income Tax 0.41 2004-05 1961 Income Tax 30.87 2009-10

Income Tax 20.39 2010-11

Income Tax 53.46 2011-12



Name of the Forum where the dispute is Statute pending

Andhra Pradesh Supreme Court of India General Sales Tax Act, 1957

Central Sales Tax Appellate Deputy Act, 1956 Commissioner (A), Hyderabad Joint Commissioner, Kolkata

Customs Act 1962 Directorate of Revenue Intelligence, Jaipur

Finance Act, 1994 Customs, Excise and Service Tax Appellate Tribunal

Income Tax Act, Income Tax Appellate Tribunal 1961 Income Tax Appellate Tribunal

Commissioner of Income Tax (Appeals)

Commissioner of Income Tax (Appeals)

(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred with in the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

viii. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

x. In our opinion, and according to the information and explanations given to us, the terms and conditions of charge on the assets of the company for loans taken by its subsidianes from banks and the undertaking to support NIIT Institute of Information Technology to meet short fall, if any, in repayment of loans taken by it from a bank are not considered prejudicial to the interest of the Company.

xi. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

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

For Price Waterhouse Firm Registration Number. : 301112E Chartered Accountants

Usha Rajeev Place : New Delhi Partner Date : July 17, 2015 Membership No. 087191


Mar 31, 2014

1. We have audited the accompanying financial statements of NIIT 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'' which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position'' financial performance and cash 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 September 13'' 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act'' 2013. This responsibility includes the design'' implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement'' whether due to fraud or error.

Auditors'' Responsibility

3. 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 and other applicable authoritative pronouncements 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.

4. An audit involves performing procedures to obtain audit evidence'' about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 auditors 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.

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

Opinion

6. In our opinion'' and to the best of our information and according to the explanations given to us'' the accompanying 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

7. 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 Act (hereinafter referred to as the "Order")'' 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 give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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 dealt with by this report comply with the Accounting Standards notified under the Companies Act'' 1956 read with the General Circular 15/2013 dated September 13'' 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act'' 2013;

(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 Act.

Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of NIIT Limited on the financial statements as of and for the year ended March 31'' 2014

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of two years which'' in our opinion'' is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme'' a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(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.

ii. (a) The inventory has been physically verified by the Management during the year. In our opinion'' the frequency of verification is reasonable.

(b) In our opinion'' 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) On the basis of our examination of the inventory records'' in our opinion'' the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has granted unsecured loans'' to one wholly owned subsidiary 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 loans aggregated to Rs. 29''700''000. The Company has not granted any other secured/ unsecured loans to companies'' firms or other parties covered in the register maintained under Section 301 of the Act. The Company had also granted a loan of Rs. 1''000''000 to NIIT Foundation (a Society) which was received back during the year. The provisions of Sec 297'' 299 and 301 of the Act are not considered to be applicable to a Society.

(b) In our opinion'' the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) The repayment terms for the unsecured loan to the wholly owned subsidiary as referred to in clause (iii)(a) above have been extended. The outstanding loan and interest'' which is considered doubtful of recovery'' has been provided for in the books of account.

(d) In respect of the aforesaid loans'' the overdue amount interest in respect of the above loan to the subsidiary'' which is fully provided for as referred to in clause (iii)(c) above'' is Rs. 6''275''706.

(e) The Company has taken unsecured loans'' from one wholly owned subsidiary 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 loans aggregated to Rs.199''000''000.

(f) In our opinion'' the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans'' the Company is regular in repaying the principal amounts'' as stipulated'' and is also regular in payment of interest'' as applicable.

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. Further'' on the basis of our examination of the books and records of the Company'' and according to the information and explanations given to us'' we have neither come across'' nor have been informed of'' any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us'' we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act'' 1956 have been so entered. (b) In our opinion'' and according to the information and explanations given to us'' the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us'' in our opinion'' the Company is generally regular in depositing undisputed statutory dues in respect of tax deducted at source'' corporate dividend tax and service tax'' though there has been a some delay in a few cases'' and is regular in depositing undisputed statutory dues'' including investor education and protection fund'' provident fund'' employees'' state insurance'' '' wealth tax'' customs duty'' and other material statutory dues'' as applicable'' with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us'' the particulars of dues of income tax'' sales tax'' works contract tax'' service tax'' as at March 31'' 2014 which have not been deposited on account of a dispute'' are as follows:

Name of the Statute Nature of Dues Unpaid Period to which the Forum where the dispute Amount amount relates is pending (Rs million)

Andhra Pradesh Works contract 31.32 2001- 2004 Supreme Court of India General Sales tax Act'' tax 1957

Central Sales Tax Act'' Sales Tax 10.50 2010-11 Joint Commissioner'' 1956 Central audit unit(CT)'' Kolkata

Sales tax 22.35 June 2005 to Appellate Deputy November 2011 commissioner (A)'' Hyderabad

Finance Act '' 1994 Service tax 20.98 2004-05 Customs'' Excise and Service Tax Appellate Tribunal Income Tax Act'' 1961 Income tax 0.41 2004-05 Income Tax Appellate Tribunal

x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date and in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation given to us'' the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares'' debentures and other securities. Therefore'' the provisions of Clause 4(xii) of the Order are not applicable to the Company

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company'' the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

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

xv. In our opinion'' and according to the information and explanations given to us'' the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions during the year'' are not prejudicial to the interest of the Company. In our opinion and according to the information and explanations given to us'' the terms and conditions of charge on the assets of the Company given by the Company for loans taken by its subsidiaries from banks during the year and the undertaking to support NIIT Institute of Information Technology to meet shortfall'' if any'' in repayment of loans taken by it from a bank are not considered prejudicial to the interests of the Company.

xvi. The Company has not raised any term loans. Accordingly'' the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

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 the 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 and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly'' the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has created charge in respect of debentures issued and outstanding at the year-end.

xx. The Company has not raised any money by public issues during the year. Accordingly'' the provisions of Clause 4(xx) of the Order are not applicable to the Company.

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 material fraud on or by the Company'' noticed or reported during the year'' nor have we been informed of any such case by the Management.



For Price Waterhouse

Firm Registration Number. : 301112E

Chartered Accountants



Usha Rajeev

Place : New Delhi Partner

Date : May 21'' 2014 Membership No. 087191


Mar 31, 2012

1. We have audited the attached Balance Sheet of NIIT Limited (the "Company") as at March 31, 2012, and the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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 (together the "Order") issued by the Central Government of India in terms of sub- section (4A) of Section 227 of 'The Companies Act, 1956' of India (the 'Act') 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 further report that:

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(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.

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

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii). (a) The Company has granted unsecured loans to five subsidiaries 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 loans aggregated to Rs. 263.19 million and Rs. 36.45 million respectively. The Company had also granted a loan to NIIT Institute of Information Technology (a Society) aggregating to Rs. 15 million which was received back during the year. Provisions of Section 297, 299 and 301 of the Act are not considered to be applicable to a Society.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest, as applicable. An amount of Rs. 29.7 million due from a wholly owned subsidiary is considered doubtful of recovery and has been provided for as at the year end.

(d) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

(e) The Company has taken unsecured loans, from one wholly owned subsidiary 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 loans aggregated to Rs. 160.1 million and Rs. 158.1 million respectively.

(f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts, as stipulated, and is also regular in payment of interest, as applicable.

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. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, no major weakness have been noticed or reported.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi). The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

viii). The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

ix). (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of service tax , though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees' state insurance, income tax, wealth tax , customs duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, works contract tax, service tax as at March 31, 2012 which have not been deposited on account of a dispute, are as follows:

Name of the Nature of dues Amount Amount Period to which Forum where the dispute is statute (Rs. Depos ited the amount pending Million) under Protest relates (Rs. Million)

Andhra Pradesh Works Contract 101.96 - 2001-March High Court of Andhra General Sales Tax Tax 2012 Pradesh Act, 1957

Finance Act, Service Tax 20.98 - 2004-05 Customs, Excise and Service 1994 Tax Appellate Tribunal

Income Tax Act, Income Tax 0.41 - 2004-05 Income Tax Appellate 1961 Tribunal

72.10 72.10 2005-06 Income Tax Appellate Tribunal

86.50 85.82 2006-07 Commissioner of Income Tax (Appeals)

71.76 58.16 2007-08 Commissioner of Income Tax (Appeals)

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

xi). According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii). The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii). The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

xiv). In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

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 institution during the year. In our opinion, and according to the information and explanations given to us, the terms and conditions of charge on the assets of the Company given by the Company for loans taken by its subsidiaries from banks during the year and the undertaking to support NIIT Institute of Information Technology to meet shortfall, if any, in repayment of loans taken by it from a bank during the year, are not considered prejudicial to the interests of the Company.

xvi). The Company has not obtained any term loans.

xvii). On the basis of an overall examination of the balance sheet of the Company, in our opinion, and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

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.

xix). The Company has created charge in respect of debentures issued and outstanding at the year-end.

xx). The Company has not raised any money by public issues during the year.

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 any such case by the Management.

4. Further to our comments in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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, 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 dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, 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 March 31, 2012;

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

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

For Price Waterhouse

Firm Registration No. : 301112E

Chartered Accountants

Usha Rajeev

Place : New Delhi Partner

Date : May 9, 2012 Membership No. F-087191


Mar 31, 2011

1. We have audited the attached Balance Sheet of NIIT Limited (the "Company") as at March 31, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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 (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the “Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956 of India (the ‘Act) 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 further report that: (i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(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. (ii)

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

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) (a) The Company has granted unsecured loans, to six subsidiaries 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 loans aggregates to Rs. 4,181.80 lacs and Rs. 1,926 lacs respectively. In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. The Company had also granted loans aggregating Rs. 4,603 lacs to a Society as described in Note 23 of Schedule 20 of the financial statements which were repaid before the year end. Provisions of Section 297, 299 and 301 of the Companies Act, 1956 are not considered to be applicable to a Society.

In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lac.

(b) The Company has taken unsecured loans, from one wholly owned subsidiary 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 the same i.e. Rs. 1,476 lacs.

In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable.

(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, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section. Also refer para (iii) (a) above.

(b) In respect of transactions with subsidiaries for sale of goods and services and for purchase of goods and services aggregating to Rs. 8,042.58 lacs (excluding recoveries towards common services from subsidiaries Rs 170.08 lacs which are at cost) and Rs.1,632.98 lacs respectively, and with others for sale of goods and services and for purchase of goods and services aggregating to Rs. 361.85 Lacs (excluding recoveries towards common services Rs 218.74 lacs which are at cost) and Rs. 384.24 Lacs respectively, the management has informed us that these transactions dealt are of a special nature and therefore comparable prices are not available. In our opinion and according to the information and explanations given to us, there are no other transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lacs in respect of any party during the year.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty as at March 31, 2011 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount Amount Disputed deposited under (Rs. Lacs) protest (Rs. Lacs)

Andhra Pradesh Works contract Tax 918.36 - General Sales Tax Act, 1957

Finance Act, 1994 Service Tax 209.78 -

Income Tax Act, Income Tax 4.08 - 1961

Income Tax Act, Income Tax 1961 Income Tax 721.00 721.00 855.25 400.00

Name of the statute Period to which the Forum where the duspute amount relates is pending

Andhra Pradesh 2001 -Mach 2011 High Court of Andhra General Sales Tax Pradesh Act, 1957

Finance Act, 1994 2004-05 Customs, Excise and Service Tax Appellate Tribunal

Income Tax Act, 2004-05 Income Tax Appellate 1961 Tribunal

Income Tax Act, 2005-06 Commisioner of Income 1961 2006-07 Tax (Appeals)

(x) The Company has no accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of

shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees aggregating to Rs. 24,420 lacs (USD 55 million), letter of credits aggregating to Rs. 2,442 lacs (USD 5.50 million) and securities aggregating to Rs. 300 lacs given by the Company for bank loans availed by its subsidiaries and an undertaking to support NIIT Institute of Information Technology (‘NIIT University) to meet shortfall, if any, in repayment of loan taken by it from a bank , are not prejudicial to the interest of the Company.

(xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(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.

(xix) The Company has created security or charge in respect of debentures issued and outstanding at the year-end.

(xx) The Company has not raised any money by public issues during the year.

(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.

4. Further to our comments in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 dealt with by this report are in agreement with the books of account;

(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 Act;

(e) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, 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 March 31, 2011;

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

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

For Price Waterhouse Firm Registration No. : 301112E Chartered Accountants

Usha Rajeev Partner Membership No. F-087191

Place : New Delhi Date : May 10, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of NIIT Limited (the “Company”) as at March 31, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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 (together the “Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) 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 further report that:

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(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.

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

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) (a) The Company has granted unsecured loans, to four subsidiaries 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 loans aggregates to Rs. 4,810 lacs and Rs. 1,297 lacs respectively. In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lac. (b) The Company has taken unsecured loans, from one wholly owned subsidiary 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 the same i.e. Rs. 1,236 lacs.

In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, 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, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section. (b) In respect of certain transactions of the value of Rs. 15,189.74 lacs with subsidiaries and Rs. 289.77 lacs with other companies, the management has informed us that the transactions dealt are of a special nature and therefore comparable prices are not available. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income- tax, sales-tax, wealth tax, service tax, customs duty and other material statutory dues as applicable with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2010 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount (Rs. Lacs)

Andhra Pradesh Demand for 801.37 General Sales Tax works contract Act, 1957 tax

Finance Act, 1994 Service Tax 209.78 Income Tax Income Tax 4.08 Act, 1961



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

Andhra Pradesh General Sales Tax Act, 1957 2001 – March High Court of Andhra 2010 Pradesh

Finance Act, 1994 2004-05 Customs, Excise and Service Ta x Appellate Tribunal

Income Tax Act, 1961 2004-05 Income Tax Appellate Tribunal

(x) The Company has no accumulated losses as at March 31, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

(xv) During the year, the Company has provided a Letter of Credit of Rs. 1,124 lacs (USD 2.5 million), guarantee of Rs. 6,826 lacs (GBP 10 million) and a security of Rs 170 lacs to banks for loans availed by its subsidiaries. As these are for loans availed by its subsidiaries, these are not considered prejudicial to the interest of the Company.

(xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(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.

(xix) The Company has created security or charge in respect of debentures issued and outstanding at the year-end.

(xx) The Company has not raised any money by public issues during the year.

(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.

4. Further to our comments in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 dealt with by this report are in agreement with the books of account;

(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 Act;

(e) On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, 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 March 31, 2010; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Price Waterhouse Firm Registration No. : 301112E

Chartered Accountants

H. Singh

Place : New Delhi Partner

Date : May 7, 2010 Membership No. F-86994