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Updated:28 Aug, 2015, 15:41 PM IST

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF PARLE SOFTWARE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of PARLE SOFTWARE LIMITED ('the company') which comprise the Balance Sheet as at 31st March 2015 the Profit and Loss statement, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters state 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 Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and others irregularities; selection and applications of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementations and maintenance of adequate internal financial controls, 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 the sections 143 (10) of the Act. Those Standards requires 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 misstatements.

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 a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls systems over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements 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;

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 profit for the year ended on that date; and

c) In the case of the Cash Flows 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 ("the Order") issued by the Central Government of India in terms of sub–section (11) of section (11) of section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in 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 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 examinations of those books.

c. the Balance Sheet, the Profit and Loss statement, 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 the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Sections 164 (2) of the Act.

f. With respect to the other matters to be included in the Auditors Report in accordance with Rules 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us

i) The Company has disclosed the impact, if any, of pending litigations as at 31 March 2015, on its financial position in its financial statements.

ii) The Company did not have any long–term contracts including derivative contracts as at 31  March 2015.

iii) There were no amounts which were required to be transferred, to the investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE OF THE MEMBERS  OF PARLE SOFTWARE LIMITED, ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED  ON 31st MARCH, 2015.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking in to consideration the information an explanation given to us and the books of account and other records examined by us in the normal course of audit, we report that;

1) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion, reasonable, having regard to size of the company and nature of its assets. No materials discrepancies were noticed on such verifications.

2) (a) As explained to us that the inventory has been physically verified during the year by the management,. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no materials discrepancies were noticed on physical verifications.

3) 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,  2013.

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 and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any major weakness in such internal control system.

5) In our opinion and according to the information and explanations given to us the company has not accepted deposits from the public during the year. Therefore, the provisions of clauses 3 (v) of the order are not applicable to the company.

6) According to the information and explanations given to us, in our opinion, the company does not fall under the category of manufacturing company, therefore, the provisions of clauses 3 (vi) of the order are not applicable to the company.

7) According to the information and explanations given to us in respect of statutory dues.

(a) The undisputed statutory dues have been regularly deposited with appropriate authorities. And we are informed that no amount were outstanding as at 31st March, 2015 towards undisputed statutory dues in respects of income tax, sales–tax, wealth–tax, customs duty, excise duty, cess for a period of more than six months from the date they become payable.

(b) The Company does not have any disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities.

(c) We are informed that no amounts is required to be transferred by the Investor Education and Protection Fund in accordance with relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8) In our opinion, the were no accumulated losses of the company at the end of the financial year and it has not incurred cash losses in the current year and in the immediately preceding financial year.

9) In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to the financial institutions and banks.

10) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institution.

11) In our opinion and according to the information and explanations given to us, the company has not taken term loans during the year.

12) According to the information and explanations given to us, no fraud by the company and no material fraud on the company has been noticed or reported during the year.

For G. R. MODI & CO.,

Chartered Accountants

Firm Registration No.112617W

G. R. MODI

Partner

Membership No.15240

Place: Mumbai

Date: 15th May, 2015