Educomp Solutions

1.  We have audited the attached Balance Sheet of Educomp Solutions
 Limited (the Company) as at 31st March 2009, and the related Profit
 and Loss Account and the 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 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 Companies (Auditors Report) Order, 2003 as amended
 by The Companies (Auditors Report) (Amendment) Order, 2004 issued by
 Central Government of India in terms of section 227 (4A) of The
 Companies Act, 1956 of India (the Act) and on the basis of such checks
 as we considered appropriate and according to the information and
 explanation given to us, we give in the Annexure, a statement on the
 matters specified in paragraph 4 and 5 of the said order.
 
 4.  Further to our comments in the annexure referred to in paragraph 3
 above, we report that:
 
 1) We have obtained all the information & explanations, which to the
 best of our knowledge and belief were necessary for the purpose of our
 Audit;
 
 2) 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;
 
 3) The Balance Sheet, Profit & Loss account and the Cash Flow Statement
 dealt with by this report are in agreement with books of account;
 
 4) In our opinion, the Balance Sheet, Profit & loss Account and Cash
 Flow statement dealt with by this report comply with the accounting
 standards referred to in subsection (3C) of section 211 of the Act;
 
 5) On the basis of written representations received from the directors
 as on 31 st March, 2009 and taken on record by the Board of Directors,
 none of the Directors is disqualified as on 31 st March, 2009 from
 being appointed as a Director in terms of clause (g) of sub section (I)
 of Section 274 of the Act;
 
 6) 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 accounting principles generally accepted in
 India;
 
 a) in the case of Balance Sheet, of the state of affairs of the company
 as at 31 st March, 2009;
 
 b) in the case of Profit & Loss Account, of the profit for the year
 ended on that date, and
 
 c) in the case of Cash Flow Statement, of the cash flow for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS REPORT
 
 [Referred to in paragraph 3 of the Auditors Report of even date to the
 members of Educomp Solutions Limited on the financial statements for
 the year ended 31 st March, 2009]
 
 1.  (a) The company is maintaining proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets of the company have been physically verified by
 the management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed. In our
 opinion.the frequency of verification is reasonable.
 
 (c) In our opinion and according to information and explanation given
 to us, a substantial part of fixed assets has not been disposed of by
 the company during the year.
 
 2.  (a) The inventory (excluding stocks with third parties) has been
 physically verified by the management during the year. In respect of
 inventory lying with third parties, these have substantially been
 confirmed by them. 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 in physical verification of inventory as compared
 to book records were not material.
 
 3.  (a) The company has granted unsecured loans, to a enterprise
 covered in the register maintained under Section 301 of the Act during
 the year. The maximum amount involved during the year is Rs. 53.60
 million and the year-end balance of such loans is Rs. Nil.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 of such loans were not prima facie prejudicial to the interest of the
 company.
 
 (c) In respect of the aforesaid loans, the party has repaid the
 principal amounts along with the due interest as applicable thereof.
 
 (d) The company has not taken any loans, 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 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.
 
 5.  (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 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.
 
 6.  The company has not accepted any deposits from the public within
 the meaning of Sections 58A and S8AA of the Act and the rules framed
 there under.
 
 7.  In our opinion, the company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  The Central Government of India has not prescribed the maintenance
 of cost records under clause (d) of sub-section (I) of Section 209 of
 the Act for any of the products of the company.
 
 9.  (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, income-tax, wealth tax, sales tax, service
 tax, customs duty, excise duty and cess 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, there are no dues of income-tax,
 wealth tax, sales tax, service tax, customs duty, excise duty and cess
 which have not been deposited on account of any dispute.
 
 10.  The company has no accumulated losses as at 31 st March 2009 and
 it has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  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.
 
 12.  The company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit fund/
 nidhi/mutual benefit fund/societies are not applicable to the company.
 
 14.  In our opinion, the company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  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.
 
 16.  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.
 
 17.  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 (except permanent
 working capital).
 
 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 during the year.
 
 19.  There are no debentures outstanding at the year-end.
 
 20.  During the year covered by our audit report, the Company has not
 raised any money by way of public issue.
 
 21.  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.
 
 
                                              For Anupam Bansal & Co.
                                               Chartered Accountants
 
                                                       Anupam Bansal
 Place : Gurgaon                                          Proprietor
 Dated: July 3rd, 2009                       Membership No:F- 087699