Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters 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, financial performance and cash flows 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting the 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 internal financial control, 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 there under.

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 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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

Basis for Qualified Opinion

Attention is invited to:

(I) Note No: 2.8 of financial statements relating to non registration of title deeds in respect of one building premises, (Net book value as at year end Rs. 50.74 lacs, Previous year Rs. 51.92 lacs)

(ii) Note No.: 2.22 at serial no. 02 of financial statements relating to adjustments of entries arising out of confirmation/reconciliation of the accounts of parties;

(iii) Note No. 2.22 at serial no. 05 of financial statements relating to non provision of trade receivables and long term loans and advances considered doubtful amounting to Rs. 499.71 Lacs and Rs. 38.03 lacs respectively; (Previous year Rs 128.85 Lacs and Rs. 28.03 Lacs respectively).

(iv) Note no. 2.22 at serial no. 6 of financial statement relating to not booking the income of Rs. 85 Lacs (Previous year Rs. NIL) as per agreement with one of the trust in which directors of the company are interested. Accordingly revenue from operation would have been increased by Rs 85 Lacs (Previous year Rs. NIL) and profit before tax for the year and shareholders' fund would have been increased accordingly (Previous year Rs NIL)

(v) Note No. 2.22 at serial no. 07 of financial statement relating to short provision of service tax ofRs. 321.64 Lacs .Accordingly other expenses would have been increased by Rs 321.64 Lacs (Previous year Rs NIL) and profit before tax for the year and shareholders' fund would have been reduced accordingly. (Previous year Rs NIL)

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for possible effect of the matter described in the Basis for Qualified opinion paragraph above, the aforesaid financial statements give the information required by the Act in the manners required and give a true and fair view inconformity 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 March 31,2015;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,2015, issued by the Central Government of India in term of sub-section (11) of section 143 of the Companies Act,2013, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order.

2. 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 appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement 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 written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 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 II of the Companies (Audit and Auditors) 2014, in our opinion and to our best of the in formation 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 - Refer Note no. 2.22 at Serial No.Ol to the financial statements;

ii. In our opinion and as per the information and explanation provided to us, the Company has not entered into any long term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses; and

iii. There has been no delay in transferring amount, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to The Independent Auditor's Report to The Members of IEC Education Limited

(I) (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. However in some cases, item wise depreciation, location or quantity were not maintained in the fixed asset register.

(b) The management has not carried out a physical verification of all the fixed assets but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the Company and nature of its assets. To the best of our knowledge, no material discrepancies were noticed in respect of assets verified during the year

(ii) Having regard to the nature of Company's business, Clause 2 of CARO 2015 is not applicable.

(iii) As informed to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, the sub-clauses (a) and (b) are not applicable to the company.

(iv) 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 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.

(v) According to the information and explanations given to us, the company has not accepted any deposits in terms of directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148 (1) if the Companies Act, 2013 for any of the services rendered by the Company.

(vii) (a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-Lax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable except income tax of Rs 15.72 Lacs (Previous year Rs 12.04 Lacs),TDS of RS 25.76 Lacs and Service Tax of Rs6.53 Lacs. (Previous year Rs. 5.91 Lacs and NIL respectively)

(c) In our opinion and according to the information and explanations given to us, amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under have been transferred to such fund within time.

(viii)The company has no accumulated losses at the end of the financial year under audit. The Company has not incurred cash losses during the financial year covered by audit and in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

(x) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bankorfinancialinstitutions,thetermsandconditionswhereofareprejudicialto the interest of the Company.

(xi) According to the information and explanations given to us, no term loans were obtained during the year under audit.

(xii) Based upon the audit procedures performed and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year of our audit

                                                       For NATH&HARI

                                               Chartered Accountants 

                                                Firm Reg. No-007403N

                                                      (KAILASH HARI) 

Place: Delhi                                                 Partner

Date : 30th May. 2015                                    M.No-082285