1.  We have audited the attached Balance Sheet of M/s. Everonn
 Education Limited as at 31st March 2011 and the Profit and Loss Account
 and also the Cash Flow Statement for the year ended on that date
 annexed hereto. 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 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 issued
 by the Central Government of India in terms of Section 227(4A) 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.
 
 4.  Further to our comments in the annexure referred to 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 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 it appears from our examination of those books.
 
 (c) The Balance Sheet, Profit and Loss account and Cash flow statement
 referred to in 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 prescribed by the Institute of Chartered Accountants of India
 and referred to in sub-section (3C) of Section 211 of the Companies
 Act, 1956.
 
 (e) On the basis of the written representations received from directors
 as on 31.03.2011 and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on 31st March 2011
 from being appointed as a director in terms of clause (g) of sub-
 section (1) of section 274 of the Companies Act, 1956.
 
 (f) 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
 Accounting policies and the notes there on give 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:
 
 (i) in the case of Balance Sheet of the state of affairs of the company
 as at 31st March 2011.
 
 (ii) in the case of Profit and Loss account, of the profit for the year
 ended on that date, and
 
 (iii) in the case of Cash flow statement of the cash flows for the year
 ended on that date.
 
 
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
 
 1.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 2.  Fixed Assets have been physically verified by the Management during
 the year and there is regular programme of verification which, in our
 opinion, is reasonable having regard to the size of the Company and
 nature of its assets. As reported to us no material discrepancies have
 been noticed on such verification.
 
 3.  Substantial parts of the Fixed Assets have not been sold during the
 year under review affecting going concern.
 
 4.  The Company has granted unsecured loans to Subsidiary Companies
 amounting to Rs.7800.90 Lakhs and the terms and conditions of loans
 taken by the Company, unsecured, are prima facie not prejudicial to the
 interest of the Company
 
 5.  The Company has not taken interest free unsecured loans from any
 Company, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.
 
 6.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchases of Inventory, fixed assets and with
 regard to rendering services.  No major weaknesses in internal controls
 were observed.
 
 7.  According to the information and explanations given to us, and
 based on our verification, we are of the opinion that there are no
 transactions that were required to be entered in the register
 maintained under section 301 of the Companies Act, 1956.
 
 8.  In our opinion and according to the information and explanations
 given to us, there are no transactions made in pursuance of contracts
 or arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of Rupees five lakhs in
 respect of any party during the year.
 
 9.  The Company has not accepted any deposits from the public during
 the year requiring the compliance of provisions of Section 58A and
 Section 58AA or any other relevant provisions of the Companies Act,
 1956.
 
 10.  In our opinion, the Company has an Internal Audit system
 commensurate with the size and nature of its business.
 
 11.  The Central Government has not prescribed the Maintenance of cost
 records under Section 209 (1) (d) of the Companies Act,1956 for any of
 the products of the Company.
 
 12.  As per the information and explanations made available to us and
 also based on the records made available to us, in our opinion, the
 Company is regular in depositing the undisputed statutory dues
 including ESI, Income Tax, Sales Tax, Fringe Benefit Tax, Service Tax
 and other statutory dues.  There are no outstanding dues in respect of
 the above items which are more than six months as at the balance sheet
 date.
 
 13.  According to the information and explanations given to us, there
 are no dues of sales tax, income tax, customs duty, wealth tax, excise
 duty and cess which have not been deposited on account of any dispute.
 
 14.  The Company has not incurred cash losses during the year covered
 by our audit and also during the immediately preceding financial year.
 
 15.  As per the information and explanations made available to us, the
 Company has not defaulted in repayment of dues to any financial
 institutions, bank or debenture holder.
 
 16.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 17.  The Company is not a chit fund or a nidhi / mutual benefit fund /
 society and therefore, the provisions of clause 4(xiii) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 Company.
 
 18.  In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments and therefore, the
 provisions of
 
 clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the Company.
 
 19.  In our opinion and according to the information and explanations
 given to us, the Company has given guarantee for loans taken by others
 from Banks and Financial Institutions.
 
 20.  In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 21.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long term
 investment.
 
 22.  The Company has made preferential allotment of shares to parties
 and companies. The allotments
 
 and pricing of the shares have been made in accordance with the
 guidelines laid down in this regard by SEBI and hence prices at which
 shares have been issued are not prima facie, prejudicial to the
 interest of the Company.
 
 23.  According to the information and explanations given to us and
 based on the records examined by us, the Company has issued debentures
 during the year.
 
 24.  The Company has not raised any money during the year through
 public issue of any of its securities.
 
 25.  According to the information and explanations given to us, there
 were no cases of fraud on or by the Company noticed or reported during
 the year.
 
                                                For M/s. P.CHANDRASEKAR
                                                  Chartered Accountants
                                                            FRN 000580S
 
 Place:Chennai                                        P. CHANDRASEKARAN
 Date :May 23, 2011                                             Partner
                                                             M.No.26037