1.  We have audited the attached balance sheet of Jetking Infotrain
 Limited as at 31 March 2011, the profit and loss account and also 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 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 (Auditor''s Report) (Amendment) Order
 2004, (hereinafter referred to as the ''Order) issued by the Central
 Government of India in terms of Section 227(4A) of the Companies Act,
 1956 (hereinafter referred to as the “Act”), and on the basis of such
 checks, as we considered appropriate, we annex hereto 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 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;
 
 b) In our opinion, proper books of account as required by the law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 c) The balance sheet, profit and loss account and cash flow statement
 dealt with by 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 referred to in sub-section (3C) of Section 211 of the Act, to
 the extent applicable;
 
 e) On the basis of written representations received from the directors
 of the Company, as on 31 March 2011 and taken on record by the Board of
 directors, we report that none of the directors is disqualified as on
 31 March 2011 from being appointed as a director in terms of clause (g)
 of sub-section (1) of Section 274 of the Act.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with other notes
 thereon in Schedule ''14 '', 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:
 
 i.  in the case of the balance sheet, of the state of affairs of the
 Company as at 31 March 2011;
 
 ii.  in the case of the profit and loss account, of the profit of the
 Company for the year ended on that date;
 and 
 
 iii.  in the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR
 REPORT OF EVEN DATE
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) Fixed assets have been physically verified by the management
 according to the regular programme of periodical verification in a
 phased manner, which in our opinion is reasonable having regard to the
 size of the Company and the nature of its fixed assets. The
 discrepancies noticed on such physical verification were not material
 and the same have been properly dealt with in the books of account.
 
 (c) During the year, the Company has not disposed off substantial part
 of the fixed assets.
 
 2.  (a) As explained to us, the inventory of courseware and other
 materials 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) On the basis of our examination of the inventory records, in our
 opinion, the Company has maintained proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material and the same have been properly dealt
 with in the books of account.
 
 3.  According to the information and explanations given to us, the
 Company has not granted / taken any loans, secured or unsecured, to /
 from companies, firms and other parties covered in the Register
 maintained under Section 301 of the Act. Accordingly, the provisions of
 clause 4(iii)(b), 4(iii)(c), 4(iii)(d), 4(iii)(f), and 4(iii)(g) of the
 Order are not applicable to the Company.
 
 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 purchase of inventory, 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 internal control
 system.
 
 5.  (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts or arrangements
 referred to in Section 301 of the Act that need to be entered into
 register maintained under Section 301 of the Act have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions exceeding value of five lakhs rupees in
 respect of any party have been entered into during the financial year
 at prices which are reasonable having regard to the prevailing market
 prices at the relevant time.
 
 6.  According to the information and explanations given to us, the
 Company has not accepted any deposits from the public within the
 meaning of Sections 58A and 58AA of the Act and the rules framed
 hereunder.
 
 7.  The Company has an internal audit system. In our opinion, internal
 audit system is required to be further strengthened by expanding its
 coverage and scope in order to be commensurate with the size and nature
 of its business.
 
 8.  In our opinion and according to the information and explanations
 given to us, the Central Government has not prescribed maintenance of
 cost records under Section 209(1)(d) of the Act.
 
 9.  (a) The Company is generally regular in depositing the undisputed
 statutory dues including provident fund, investor education and
 protection funds, employees'' state insurance, income tax, sales tax,
 wealth tax, service tax, custom duty, excise duty, cess and other
 material statutory dues as applicable with the appropriate authorities.
 No undisputed amounts payable in respect of aforesaid statutory
 outstanding as on the last day of the financial year for a period of
 more than six months from the date they became payable.
 
 (b) According to the information and explanations given to us, there
 are no dues of sales tax, income tax, service tax, customs duty, wealth
 tax, excise duty and cess, which have not been deposited on account of
 any dispute except the following dues pertaining to service tax under
 the Service Tax Act :
 
 In respect of        Amount       Period to which the amount
                      (Rs.)        relates
 
 Commercial           5,627,834    10 September 2004 to 31 March
 Training                          2005
 
 Commercial           2,747,893    1 April 2005 to 15 June 2005
 Training
 
 Franchisee fee          58,303    1 February 2004 to 30 April 2004
  
 Royalty                647,852    1 February 2004 to 30 April 2004
 
 Franchisee fee          60,172    1 May 2004 to 9 September 2004
 
 Royalty              1,056,913    1 May 2004 to 9 September 2004
 
 Franchisee fee          39,648    10 September 2004 to 31 March 2005
 
 Royalty              1,399,895    10 September 2004 to 31 March 2005
 
 Franchisee fee          24,863    1 April 2005 to 15 June 2005
 
 Royalty                739,749    1 April 2005 to 15 June 2005
 
 
 In respect of          Forum where the dispute is pending
 
 Commercial Training    Custom Excise & Service Tax Appellate Tribunal
 
 Commercial Training    Custom Excise & Service Tax Appellate Tribunal
 
 Franchisee fee         Commissioner of Central Excise (Appeals)
 
 Royalty                Commissioner of Central Excise (Appeals)
 
 Franchisee fee         Custom Excise & Service Tax Appellate Tribunal
 
 Royalty                Custom Excise & Service Tax Appellate Tribunal
 
 Franchisee fee         Custom Excise & Service Tax Appellate Tribunal
 
 Royalty                Custom Excise & Service Tax Appellate Tribunal
 
 Franchisee fee         Assistant Commissioner of Central Excise
 
 Royalty                Assistant Commissioner of Central Excise
 
 10.  The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current year or in the
 immediately preceding financial year.
 
 11.  According to the information and explanations given to us, the
 Company has not defaulted in repayment of dues to the banks. The
 Company does not have any borrowings from financial institutions and by
 way of debentures.
 
 12.  According to the information and explanations given to us, and in
 our opinion, 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.  In our opinion, the Company is not a chit fund or a nidhi / mutual
 benefit fund / society. Therefore, the provisions of clause 4(xiii) of
 the Order are not applicable to the Company.
 
 14.  In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Order are not applicable to the
 Company.
 
 15.  According to the information and explanations given to us and in
 our opinion, the Company has not given any guarantees for loans taken
 by others from banks or financial institutions.
 
 16.  Based on the information and explanations given to us, the term
 loans have been applied for the purpose for which they were obtained.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company and cash
 flow statement, we report that the funds raised on short-term basis,
 have not been used for long-term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 the parties or companies covered in the register maintained under
 Section 301 of the Act during the year.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not raised any money by public issue during the
 year.
 
 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 instances of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such cases by the management.
 
 
 FOR SURESH SURANA & ASSOCIATES
 Chartered Accountants
 Firm Registration No. : 121750W
 
 (Ramesh Gupta)
 PARTNER
 Membership No. : 102306
 
 Place: Mumbai 
 Dated: 25 May 2011