CORE Education & Technologies

We have audited the accompanying financial statements of Core Education
 and Technologies Limited (the Company), which comprise the
 Consolidated Balance Sheet as at 31/03/2015, the Consolidated Statement
 of Profit and Loss, for the year then ended, and Consolidated Cash Flow
 statement and a summary of the significant accounting policies and
 other explanatory information.
 
 Management''s Responsibility for the Financial Statements
 
 The Company''s Board of Directors is responsible for the matters stated
 in Section 134(5) of the Companies Act, 2013 (the Act) with respect
 to the preparation of these financial statements that give a true and
 fair view of the financial position and financial performance 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
 
 Our responsibility is to express an opinion on these financial
 statements based on our audit.
 
 We have taken into account the provisions of the Act, the accounting
 and auditing standards and matters which are required to be included in
 the audit report under the provisions of the Act and the Rules made
 thereunder.
 
 We conducted our audit in accordance with the Standards on Auditing
 specified under Section 143(10) of the Act. Those Standards require
 that we comply with ethical requirements and plan and perform the audit
 to obtain reasonable assurance about whether the financial statements
 are free from material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about
 the amounts and the disclosures in the financial statements.  The
 procedures selected depend on the auditor''s judgment, including the
 assessment of the risks of material misstatement of the financial
 statements, whether due to fraud or error. In making those risk
 assessments, the auditor considers internal financial control relevant
 to the Company''s preparation of the financial statements that give a
 true and fair view in order to design audit procedures that are
 appropriate in the circumstances. 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 financial
 statements.
 
 Opinion
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the aforesaid financial statements give the
 information required by the Act in the manner so required and give a
 true and fair view in conformity with the accounting principles
 generally accepted in India, of the state of affairs of the Company as
 at 31/03/2015, and its Loss for the year ended as on that date.
 
 Report on Other Legal and Regulatory Requirements
 
 This report doesn''t include a statement on the matters specified in
 paragraph 3 and 4 of the Companies (Auditor''s Report) Order, 2015,
 issued by the department of company affairs, in terms of sub section 11
 of section 143 of the companies Act, 2013 since in Our opinion and
 according to the information and explanation given to us, the said
 order is not applicable to the company.  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 dealt with
 by this Report are in agreement with the books of account.
 
 (d) In our opinion, the aforesaid financial statements comply with the
 Accounting Standards specified under Section 133 of the Act, read with
 Rule 7 of the Companies (Accounts) Rules, 2014.
 
 (e) On the basis of the written representations received from the
 directors as on 31/03/2015 taken on record by the Board of Directors,
 none of the directors is disqualified as 31/03/2015 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.
 
 ii. The Company has made provision, as required under the applicable
 law or accounting standards, for material foreseeable losses, if any,
 on long-term contracts including derivative contracts.
 
 iii. There has been no delay in transferring amounts, required to be
 transferred, to the Investor Education and Protection Fund by the
 Company.
 
 The Annexure referred to in our report to the members of Core Education
 and Technologies Limited the Company'') for the year Ended on 31st
 March, 2015. We report that:
 
 i. In respect of its fixed assets:
 
 a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets on the
 basis of available information.
 
 b) As explained to us, all the fixed assets have not been physically
 verified by the management in a phased periodical manner.
 
 ii. In respect of its inventories:
 
 The inventories of the Company comprises of software work-in progress,
 being Intangible in nature this clause is not applicable to the company
 
 iii. In respect of the loans, secured or unsecured, granted by the
 Company to companies, firms or other parties covered in the register
 maintained under Section 189 of the Companies Act, 2013:
 
 a) The Company has not granted any loans for the parties covered under
 Section 189 of the Companies Act, 2013
 
 b) Since no loans have been granted this clause is not applicable to
 the Company.
 
 iv. In our opinion and according to the information and explanations
 given to us, the Company needs to strengthen the internal control
 system commensurate with its size and the nature of its business for
 the purchase of inventory and fixed assets and for the sale of goods
 and services. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in such internal control
 system.
 
 v. According to the information and explanations given to us, the
 Company has not accepted any deposit from the public. Therefore, the
 provisions of Clause (v) of paragraph 3 of the CARO 2015 are not
 applicable to the Company.
 
 vi. We have broadly reviewed the cost records maintained by the Company
 pursuant to the Companies (Cost Records and Audit) Rules, 2014
 prescribed by the Central Government under Section 148(1)(d) of the
 Companies Act, 2013 and are of the opinion that, the cost audit is not
 applicable to the Company.
 
 vii. In respect of statutory dues:
 
 a) According to the records of the Company, undisputed statutory dues
 including Provident Fund, Employees'' State Insurance, Income Tax, Sales
 Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value
 Added Tax, Cess and other material statutory dues have not been
 regularly deposited with the appropriate authorities. The undisputed
 amounts payable in respect of the aforesaid dues were outstanding as at
 March 31st, 2015 for a period of more than six months from the date of
 become.
 
 b) According to records of company, there are pending dues of sales tax
 which have not been deposited within the due date of becoming payable.
 
 The tabular format of pending statutory dues is as under:-
 
 Statutory Dues                    Total
                                   Amount         Due for more
                                                  than 6 months
 
 TDS on Professional Fees       18,263,949          17,784,327
 
 TDS on Salary                  11,510,105          11,499,652
 
 TDS on Rent                     8,494,845           8,494,845
 
 TDS on Contract                 9,891,506           9,801,370
 
 TDS on Non Resident             8,326,773           8,326,773
 
 TDS on Brokerage/
 Commission                         33,694              33,694
 
 TDS on Interest                54,640,370          47,475,916
 
 Profession Tax                    857,250             857,250
 
 VAT                            32,033,899          32,033,899
 
 c) According to the records of the Company, there are no amounts that
 are due to be transferred to the Investor Education and Protection Fund
 in accordance with the relevant provisions of the Companies Act, 1956
 (1 of 1956) and rules made there under has been transferred to such
 fund within time.
 
 viii. The Company has incurred financial/cash losses in the immediately
 preceding previous year and also in this financial year. As a result of
 it the net worth of the Company is negative.
 
 ix. Based on our audit procedures and according to the information and
 explanations given to us, we are of the opinion that the Company has
 defaulted in repayment of dues to financial institutions, banks and
 debenture holders. Details are as under:- 
 
 The delay in repayment of the dues to bank/ financial institutions/
 debenture holders and other parties are as follows:
 
 Sr.
 No.  Particulars             Principal     Interest     Total
 
 1    Banks
 
      More than 180 days         -            -             -
 
      Less than 180 days     96,389,487       -       96,389,487
 
 2    Debenture Holders
      More than 180 days         -            -             -
 
      Less than 180 days         -            -             -
 
 3    Financial
      Institution
      More than 180 days         -            -             -
  
      Less than 180 days         -            -             -
 
 4    Others
 
      More than 180 days         -            -             -
 
      Less than 180 days         -            -             -
 
 Further the Company has continuing default in respect of following dues
 to bank/ financial institutions/ debenture holders and other parties as
 at year ended:
     
 Sr.  Particulars            Principal          Interest    Total
 No. 
 
 1    Banks
 
      More than 180 days     5,539,379,   560 721,458,451   6,260,838,011 
 
      Less than 180 days   236,443,056        264,010,569     500,453,625
 
 2    Debenture-holders
 
      More than 180 days   237,000,000        270,971,161     507,971,161 
 
      Less than 180 days   369,000,000         85,278,216     454,278,216
 
 3    Lease obligations
 
      More than 180 days             -                                  -
 
      Less than 180 days             -                  -               -
 
 4    Financial
      Institution
 
      More than 180
      Days               5,024,756,154        498,142,450   5,522,898,604 
 
      Less than 180
      Days                 124,444,772        292,280,074     416,724,846
 
      Total
 
 x.  The Company has given guarantees of '' 5,643,039,1 70 for loans
 taken by its wholly owned subsidiaries viz. Core Education and
 Consulting Solutions INC., USA and Core Education and Consulting
 Solutions (UK) Ltd from bank and/or financial institutions. In our
 opinion and according to information and explanations given to us, the
 terms and conditions though not formalized are not prejudicial to the
 interest of the Company.
 
 xi.  The Company has not raised new term loans during the year. The
 term loans outstanding at the beginning of the year and those raised
 during the year have been applied for the purposes for which they were
 raised.
 
 xii. In our opinion and according to the information and explanations
 given to us, no fraud by the Company and no material fraud on the
 Company has been noticed or reported during the year.
 
                                      For Aniket Kulkarni & Associates
 
                                      Firm Registration No. 130521W
 
                                      (Chartered Accountants)
 
 
 
                                      Aniket Kulkarni
 
 Place: Mumbai                        Proprietor
 
 Date: 17th August, 2015              M.No. 127246