We have audited the attached Balance Sheet of Core Education &
Technologies Limited (formerly Core Projects & Technologies Limited),
as at 31st March, 2012 and also the statement of Profit and Loss and
the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company''s management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material 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
1. As required by the Companies (Auditor''s Report) Order, 2003, (as
amended by DCA Notification G.S.R. 766(E), dated 25th November, 2004)
(the Order) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
2. Further to our comments in the Annexure referred to above, we
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
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 such
iii) the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
iv) in our opinion, the Balance Sheet, Statement of Profit and Loss and
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 Companies Act, 1956 ;
v) on the basis of written representations received from the directors
as on 31st March, 2012 and taken on record by the Board of Directors,
we report that none of the directors are disqualified as on 31st March,
2012 from being appointed as a director in terms of Clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;
vi) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
notes thereon, given the information required by the Companies Act,
1956, in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012;
b) in the case of Statement of Profit and Loss, of the profit for the
year ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO AUDITORS'' REPORT
Annexure referred to in paragraph 1 of the Auditors'' report of even
date to the Members of CORE EDUCATION & TECHNOLOGIES LIMITED
i) In respect of fixed assets : -
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of its fixed assets except
for the assets at its overseas branches and BOOT Projects which
commenced during the year where the records are stated to be under
b) As explained to us, the fixed assets have been physically verified
by the management in accordance with a phased programmed of
verification, which in our opinion is reasonable, considering the size
and nature of its business. No material discrepancies were noticed on
such physical verification of assets.
c) No substantial part of the fixed assets has been disposed off during
ii) The inventories of the company comprises of software work-
in-progress. Being intangible, the same could not be physically
verified by the management. Hence, clause (ii) of paragraph 4 of the
Order is not applicable.
iii) The Company has neither granted nor taken any loan, secured or
unsecured to/from companies, firms and other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956 and
hence clause (iii) of paragraph 4 of the Order are not applicable.
iv) In our opinion and according to the information and explanations
given to us, on an overall basis there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business for the purchase of fixed assets and sale of products and
services. During the course of our audit, we have not observed any
continuing failure to correct major weakness in respect of these areas.
v) Based on the audit procedures applied by us and according to the
information and explanations given to us, we are of the opinion that
there are no transactions that need to be entered into the register in
pursuance of section 301 of the Companies Act. Hence clause (v)(b) of
paragraph 4 of the Order are not applicable.
vi) We are informed that the Company, has not accepted any public
deposits covered under the provisions of section 58A of the Companies
Act, 1956 and the rules framed there under. We are also informed by the
Company''s management that no order has been passed by the Company Law
Board or any other authority.
vii) During the year, the Company had an internal audit system
commensurate with the size of the company and the nature of its
viii) According to the information and explanations given to us, the
requirement for maintenance of cost records u/s 209 (1) (d) of the
Companies Act, 1956 is not applicable to the Company.
ix) a) Based on test-verification of records and information and
explanations given to us, the Company is generally regular in
depositing with appropriate authorities undisputed amount of statutory
dues including Sales Tax, State Value Added Tax, Service Tax, Employee
State Insurance, Provident Fund, Profession Tax except Advance Tax/Tax
deducted at source.
b) According to the information and explanations given to us, no
undisputed amounts, in respect of the statutory dues referred above
were outstanding as at 31st March, 2012 for a period of more than six
months from the date they became payable. However, shortfalls/delays
were noticed in payment of quarterly installments of advance tax. We
have been advised by the Company that pending completion of tax audit,
crystallization of tax liabilities in respect of its overseas branches
and the resultant tax-credit, the shortfalls could not be determined at
c) According to the information and explanations given to us, there are
no dues payable by the Company, under the Investor Education and
d) According to the information and explanations given to us, there are
no statutory dues of Sales Tax, State Value Added Tax, Income Tax and
Service Tax, which have not been deposited, on account of any dispute.
x) The Company has no accumulated losses at the end of the financial
year. The Company has not incurred cash losses during the financial
year covered by our audit or in the immediately preceding financial
xi) Based on our audit procedures and information and explanations
given by the management, the Company has not defaulted in repayment of
dues to banks, debenture holders and financial institutions.
xii) Based on our examination of records and according to the
information and explanations given to us, the Company has not granted
loans and advances on the basis of security by way of pledge of shares,
debentures and other investments.
xiii) The Company is not a chit/nidhi/mutual benefit fund/society and
therefore provisions of clause 4 (xiii) of the Order are not applicable
to the Company.
xiv) The Company is not dealing or trading in shares, securities,
debentures and other investments.
xv) According to the information and explanations given to us, the
Company has given the guarantee of Rs.1,304,490,750/- for loans taken by
its wholly owned subsidiary, viz. Core Education and Consulting
Solution, Inc. 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.
xvi) In our opinion and according to the information and explanations
given to us, the term loans taken during the year were applied for the
purpose for which they were taken.
xvii) According to the information and explanation given to us and on
overall examination of the balance sheet of the Company, we report
that, prima-facie 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.
xix) During the year company has issued non-convertible debentures.
The Company is in the process of executing the Debenture Trust deed and
creating the security in favour of the Debenture Trustee.
xx) The Company has not raised any money by public issue during the
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 such case by the management.
For Chaturvedi & Shah For Asit Mehta & Associates
Firm Registration No. 101720W Firm Registration No. 100733W
Chartered Accountants Chartered Accountants
Amit Chaturvedi Sanjay Rane
Membership No: 103141 Membership No:100374
Place : Mumbai
Date : 30 April, 2012