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Auditor Report of Zee Learn Ltd.

Mar 31, 2015

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

Management's Responsibility forthe Standalone Financial Statements

2. The Company's Board of Directors is responsible forthe matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory requirements

5. As required by the 'Companies (Auditor's Report) Order, 2015' issued by the Central Government of India in terms of Section 143 (11) 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.

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

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 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 30 to the financial statements;

ii. The Company did not have any long term contracts including derivative contracts which there were any material foreseeable losses; and

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

Annexure referred to in Paragraph 6 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Zee Learn Limited on the standalone financial statements for the year ended 31 March 2015.

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

(b) The fixed assets have been physically verified by the management during the year as per the phased program designed to cover all the fixed assets over a period. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets. As informed to us, no discrepancies were noticed on such verification.

(ii) (a) In our opinion and according to the information and explanations given to us, the inventory except those lying with third parties has been physically verified by the management at reasonable intervals during the year. In respect of stock lying with third parties, certain confirmations are yet to be obtained.

(b) In our opinion, except as given herein (a) above, 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) As explained to us, the Company is maintaining proper records of inventories and discrepancies noticed on physical verification of inventories as compared to book records, which are not material, have been properly dealt with in the books of accounts.

(iii) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control systems in respect of the aforesaid areas.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the rules framed thereunder to the extent notified.

(vi) We have broadly reviewed the cost accounting records maintained by the Company prescribed by the Central Government under Section 148 (1) of the Act and are of the opinion that prima facie the prescribed cost records have been maintained. However, we are neither required to carry out nor have carried out detailed examination of such cost accounting records with a view to determine whether they are accurate or complete.

(vii) According to the records of the Company, examined by us and information and explanations given to us:

(a) Undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, duty of excise, value added tax, cess and others as applicable have generally been deposited regularly with the appropriate authorities except delay in few cases. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) The dues of service tax, sales tax, value added tax and income tax which are not deposited on account of any dispute are as under:

Name ofthe Statute Nature of the Dues Amount Period to which (Rs in lakhs) the amount relate

Maharashtra Value Sales Tax 75.64 F.Y. 2005-2006

Added Tax Act, 2002 Sales Tax-Penalty 46.55 F.Y. 2005-2006

Central Sales Tax Sales Tax 3.44 F.Y. 2003-2004 Act, 1956 6.16 F.Y. 2004-2005

52.95 F.Y. 2005-2006

89.55 F.Y. 2011-2012

Bombay Sales Tax Sales tax 3.07 F.Y. 2002-2003 Act, 1959 3.67 F.Y. 2003-2004

6.36 F.Y. 2004-2005

Central Excise Service tax 57.87 F.Y. 2009-2010 Act, 1944 to F.Y. 2011-2012

21.66 F.Y. 2007-2008 to F.Y. 2010-2011

1.89 F.Y. 2011-2012

2.95 F.Y.2012-2013

9.04 F.Y.2012-2013

The Income Tax Income Tax 16.51 F.Y. 2010-2011 Act, 1961

Name of the Statute Forum where dispute is pending

Maharashtra Value Added Deputy Commissioner Sales Tax (Appeals) Tax Act, 2002

Central Sales Tax Act, 1956 Deputy Commissioner Sales Tax (Appeals)

Joint Commissioner of Sales Tax (Appeals)

Bombay Sales Tax Act, 1959 Deputy Commissioner of Sales Tax (Appeals)

Central Excise Act, 1944 Commissioner of Service tax

Assistant Commissioner of Service Tax

Additional Commissioner of Service Tax

The Income Tax Act, 1961 Income Tax Officer

does not include penalty of Rs./lakhs 21.66

(c) There were no amounts required to be transferred to the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The Company does not have accumulated losses exceeding fifty percent of its networth at the end of the financial year. The Company has not incurred any cash losses during the current financial year but had incurred cash losses in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders during the year.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by a subsidiary from banks are prima facie not prejudicial to the interests of the Company.

(xi) The Company has not taken any term loan during the year.

(xii) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB&Co. LLP Chartered Accountants Firm Registration Number 101169W/W-100035

Sanjay Kothari Partner Membership Number 048215

Mumbai, 27 May 2015


Mar 31, 2014

Report on the Financial Statements

1. We have audited the accompanying financial statements of Zee Learn Limited ("the Company") which comprise the Balance Sheet as at 31 March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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 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 auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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 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 31 March, 2014;

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

(c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 ("the Order"), issued by the Central Government of India in terms Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this report comply with the applicable Accounting Standards referred to in sub-section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and other principles generally accepted in India.

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

Annexure referred to in Paragraph 8 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

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

(b) All the fixed assets have been physically verified by the management during the year. In our opinion, this periodicity of the physical verification is reasonable having regards to the size of the Company and nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of accounts.

(c) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

(ii) (a) The inventory has been physically verified (television content verified with reference to title document / agreements except training equipments lying with third parties) by the management at reasonable intervals during the year.

(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) In our opinion, the Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification as compared to the book records.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) According to the information and explanations given to us, the Company has taken interest free unsecured loan from a Company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. lakhs 9,262.50 and there is no amount outstanding at the year-end.

(c) In our opinion and according to the information and explanations given to us, the other terms and conditions on which loans have been taken from Companies covered in the register maintained under Section 301 of the Companies Act, 1956 are prima- facie not prejudicial to the interest of the Company.

(d) The Company is regular in repayment of the loan taken considering the terms of the loan.

(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 with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system in respect of the aforesaid areas.

(v) According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to Section 301 of the Act except matters covered in paragraph (iii) above.

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

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

(viii) We are informed that the Central Government has not prescribed the maintenance of the cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company''s activities.

(ix) According to the records of the Company examined by us and information and explanations given to us:

(a) Undisputed Statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of the aforesaid dues outstanding as at 31 March, 2014 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of sales tax, income tax and service tax which are not deposited on account of any dispute are as under:

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

Maharashtra Sales Tax 75.64 F.Y. 2005-2006 Deputy Commissioner of Value Added Sales Tax- 46.55 F.Y. 2005-2006 Sales Tax (Appeals) Tax Act, 2002 Penalty

Central Sales Tax Sales Tax 3.44 F.Y. 2003-2004 Deputy Commissioner of Act, 1956 6.16 F.Y. 2004-2005 Sales Tax (Appeals) 52.95 F.Y. 2005-2006

Bombay Sales Tax Sales tax 3.07 F.Y. 2002-2003 Deputy Commissioner of Act, 1959 3.67 F.Y. 2003-2004 Sales Tax (Appeals) 6.66 F.Y. 2004-2005

Central Excise Service tax 57.87 F.Y. 2009-2010 to Commissioner of Act,1944 F.Y. 2011-2012 Service tax

Central Excise Service tax 21.66* F.Y. 2007-2008 to Additional Commissioner Act,1944 F.Y. 2010-2011 of Service tax

Central Excise Service tax 1.79 F.Y. 2011-2012 Assistant Commissioner Act,1944 of Service tax

Central Excise Service Tax 2.95 F.Y. 2012-2013 Assistant Commissioner Act,1944 of Service Tax

The Income Tax Income Tax 16.50 F.Y. 2010-2011 Income Tax Officer Act, 1961

* does not include penalty of Rs./lakhs 21.66.

(x) The Company has been registered for a period of less than five years. Hence, the requirement of Clause (x) of paragraph 4 of the said order is not applicable.

(xi) The Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders during the year.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) In our opinion, the terms and conditions of guarantees given by the Company for loans taken by a subsidiary are prima-facie not prejudicial to the interests of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans raised during the year have been applied for the purpose for which they were raised.

(xvii) According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investments.

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

(xix) The Company has not issued any secured debentures during the year.

(xx) The Company has raised funds by issue of Global Depository Receipts, which have been utilized for the purposes for which they were raised as referred in Note 37.

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co

Chartered Accountants

Firm Registration Number 101169W

Sanjay Kothari

Partner

Membership Number 048215

Mumbai, 29th May, 2014


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying fnancial statements of Zee Learn Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013, the Statement of Proft and Loss and Cash Flow Statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the fnancial 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 fnancial statements.

5. We believe that the audit evidence we have obtained is suffcient 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 said fnancial statements together with the notes thereon, 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 31 March 2013;

b) In the case of the Statement of Proft and Loss, of the Loss of the Company for the year ended on that date; and

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

Emphasis of Matter

7. We draw attention to Note 26 regarding remuneration paid / provided in respect of whole-time director of the Company, in excess of the limits prescribed under Section 198 read with schedule XIII to the Act, which is subject to the approval of the Central Government.

Our opinion is not qualifed in respect of the above matter.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

9. As required by Section 227(3) of the Act, 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 Proft 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, Statement of Proft and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act; and

(v) On the basis of written representation received from the directors as at 31 March 2013 and taken on record by the Board of Directors, none of the directors is disqualifed as at 31 March 2013, from being appointed as a director in terms of Section 274 (1) (g) of the Act.

Annexure referred to in Paragraph (8) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

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

(b) All the fxed assets, except training equipments lying with third parties, have been physically verifed by the management during the year. In our opinion, this periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verifcation, which are not material, have been properly dealt with in the books of accounts.

(c) In our opinion, the Company has not disposed off substantial part of its fxed assets during the year and the going concern status of the Company is not affected.

2) (a) The inventory has been physically verifed (television content verifed with reference to title documents/agreements) by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verifcation 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) In our opinion, the Company has maintained proper records of inventory. As explained to us, there were no discrepancies noticed on physical verifcation as compared to the book records.

3) (a) The Company has not granted any loan, secured or unsecured, to companies, frms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has not taken any loan, secured or unsecured, from companies, frms or other parties covered in the register maintained under Section 301 of the Act.

4) 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 with regard to purchases of inventory, fxed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system in respect of the aforesaid areas.

5) According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to Section 301 of the Act.

6) The Company has not accepted any deposits from the public during the year.

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

8) We are informed that the Central Government has not prescribed the maintainence of cost accounting records under Section 209(1)(d) of the Act in respect of the Company''s activities.

9) According to the records of the Company examined by us and information and explanations given to us:

(a) Undisputed Statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of the aforesaid dues outstanding as at 31 March, 2013 for a period of more than six months from the date they became payable.

10) The Company has been registered for a period of less than fve years and hence the requirement of clause (x) of paragraph 4 of the said order is not applicable.

11) The Company has not defaulted in repayment of dues to banks, fnancial institutions and debenture holders during the year.

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

13) The Company is not a chit fund or a nidhi / mutual beneft fund /society

14) The Company is not dealing in or trading in shares, securities, debentures and other investments.

15) In our opinion, the terms and conditions of guarantees given by the Company for loans taken by subsidiaries are prima- facie not prejudicial to the interests of the Company.

16) The term loan raised by the Company during the year has been utilized for the purpose it is raised.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investments.

18) The price at which shares are issued to parties covered in the registered maintained under Section 301 of the Act is prima-facie not prejudicial to the interests of the Company.

19) The Company has not issued any secured debentures during the year.

20) The Company has not raised any money by public issue during the year.

21) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co.

Chartered Accountants

Firm''s Registration Number 101169W

Sanjay Kothari

Partner

Membership Number 048215

Place: Mumbai

Date : 29 May 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Zee Learn Limited ( ACI-the Company ACI-) as at 31 March, 2012, the Statement of Profit and Loss and the Cash Flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. 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 (the 'Order') issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ( ACI-the Act ACI-), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. We draw reference to

(a) Note 24 regarding Amalgamation of Essel Entertainment Media Limited with the Company w.e.f. close of 31 March, 2011 as per the Scheme of Amalgamation u/s 391 to 394 and other applicable provisions, approved by the Hon'ble High Court at Bombay and effect thereof is given in these financial statements as per the pooling of interest method prescribed by AS 14 and the resultant difference of Rs. 888,125,054 is adjusted against General Reserve.

(b) Note 26 regarding Managerial Remuneration for the year is subject to approval of Central Government

5. Further to our comments in the annexure referred to in paragraph (3) above, we report that:

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

(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 ADs-

(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 ADs-

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

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together the significant accounting policies and notes thereon, 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 31 March, 2012 ADs-

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

(c) In the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date. Annexure referred to in Paragraph (3) of Auditors' Report to the members of Zee Learn Limited on the accounts for the year ended 31 March, 2012

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

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years except assets lying with third parties. In our opinion, this periodicity of the physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) During the year, there was no disposal of substantial part of fixed assets.

2) (a) The inventory has been physically verified by the management at reasonable intervals during the year.

(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) In our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weaknesses were noticed in the internal control system in respect of the aforesaid areas.

5) According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to Section 301 of the Act.

6) The Company has not accepted any deposits from the public during the year.

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

8) We are informed that the Central Government has not prescribed the maintenance of cost accounting records under Section 209 (1) (d) of the Act in respect of the Company's activities.

9) According to the records of the Company examined by us and information and explanations given to us:

(a) Undisputed Statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with appropriate authorities except delay in few cases. There are no undisputed amounts payable in respect of the aforesaid dues which have remained outstanding as at 31 March, 2012 for a period of more than six months from the date they became payable except tax deducted at source of ' 292,236 which have been since deposited.

(b) There are no disputed dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which has not been deposited except as stated under:

Name of the Nature of Amount (Rs.) Period to which Forum where Statute the Dues the amount dispute is relate pending Maharashtra Sales Tax 7,564,093 F.Y. 2005-2006 Deputy Value Added Comisioner of Tax Act,1944 4,654,843 Sales Tax (Appeals)

Central Sales Sales Tax 343,950 F.Y. 2003-2004 Deputy Commissioner of Tax Act 616,453 F.Y. 2004-2005 Sales Tax (Appeals) 5,294,518 F.Y. 2005-2006

Bombay Sales Sales tax 306,981 F.Y. 2002-2003 Deputy Commissioner of Tax Act Sales Tax (Appeals) 366,544 F.Y. 2003-2004

665,795 F.Y. 2004-2005

10) The Company has been registered for a period of not more than five years. Hence, the requirement of Clause (x) of paragraph 4 of the said order is not applicable.

11) The Company has not defaulted in repayment of dues to banks and financial institutions during the year.

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

13) The Company is not a chit fund or a nidhi / mutual benefit fund / society.

14) The Company is not dealing in or trading in shares, securities, debentures and other investments.

15) In our opinion, the terms and conditions of guarantees given by the company for loans taken by subsidiaries is prima-facie not prejudicial to the interests of the company.

16) The term loan raised by the company during the year has been utilized for the purpose it is raised.

17) According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investments.

18) 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.

19) The Company has not issued any secured debentures during the year.

20) The Company has not raised any money by public issue during the year.

21) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB ACY- Co

Chartered Accountants

Firm Registration Number 101169W

Sanjay Kothari

Partner

Membership Number 048215

Mumbai, May 16, 2012

 
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