We have audited the attached Balance Sheet of PARLE SOFTWARE LIMITED as
 at 31st March, 2011, the Profit and Loss account of the Company and the
 Cash Flow Statement of the Company for the period ended on that date.
 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.
 
 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 misstatements. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in financial statements. An audit also includes, assessing
 the accounting principles used and significant estimates made by
 management, as well as evaluating the overall presentation of financial
 statement. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies (Auditor''s 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.
 
 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 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, Profit and Loss Account and the Cash Flow
 Statement dealt with by the report are in agreement with the books of
 Account;
 
 (d) In our opinion, the Balance Sheet, the Profit and Loss Account and
 the 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.
 
 (e) On the basis of the written representations received from the
 Directors as at 31st March, 2011, and taken on record by the Board of
 Directors, we report that none of the Directors are disqualified as at
 31st March, 2011 from being appointed as a director in terms of section
 274(1) (g) 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 together with
 notes appearing in schedule ''14'' and elsewhere, 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 the affairs of
 the Company as at 31st March, 2011, 
 
 (ii) In the case of the Profit and Loss Account, of the Profit of the
 Company for the period ended on that date, and 
 
 (iii) In the case of the Cash Flow Statement, of the cash flows of the
 Company for the period ended on that date.
 
 Annexure to the Auditors'' Report
 
 The annexure referred to in our report to the members of PARLE SOFTWARE
 LIMITED for the period ended 31st March, 2011. We report that:
 
 i. a)The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) As explained to us, considering the nature of the fixed assets, the
 same have been physically verified by the management at reasonable
 intervals during the period in accordance with the verification policy
 adopted by the company. According to the information and explanations
 given to us no material discrepancies were noticed on such
 verification. In our opinion, this periodicity of physical verification
 is reasonable having regard to the size of the company and the nature
 of its assets.
 
 c)During the period the company has not disposed of any substantial
 part of its Fixed Assets.
 
 ii. The company does not hold any physical inventories. Thus, paragraph
 4(ii) of the Order is not applicable.
 
 iii. a) The Company has not granted any loans, secured or unsecured to
 Companies, Firms or parties covered in the Register maintained under
 section 301 of the Act.
 
 b) The Company has not taken any loans, secured or unsecured from
 Companies, Firms or parties covered in the Register maintained under
 section 301 of the Act.
 
 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 with regard
 to purchase of fixed assets and sale of services. The activities of the
 Company do not involve purchase of inventory and sale of goods. We have
 not observed any major weakness in the internal control system during
 the course of audit.
 
 v. 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 referred to in (v) (a) above and
 exceeding the value of rupees five lacs with any party during the
 period have been made at the prices which are reasonable having regard
 to the prevailing market prices at the relevant time.
 
 vi. The company has not accepted any deposits from public. Accordingly,
 Paragraph 4(vi) of the Order is not applicable.
 
 vii. In our opinion, the Company has an internal audit system which is
 commensurate with its size and nature of its business;
 
 viii. The Central Government of India has not prescribed maintenance of
 cost records under section 209(1) (d) of the Act for any of the
 services rendered by the company. Accordingly, paragraph 4 (viii) of
 the Order is not applicable.
 
 ix. a)According to the records of the Company, the Company has been
 regular in depositing undisputed statutory dues including Income tax
 and any other statutory dues with the appropriate authorities.
 
 b)According to the information and explanations given to us, no
 undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at 31st March, 2011 for a period of more than six months
 from the date they became Payable. The Company does not have any
 disputed statutory dues that have not been deposited on account of
 matters pending before appropriate authorities.
 
 x. The company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 under report but has incurred cash losses in the immediately preceding
 financial year.
 
 xi. In our opinion and according to the information and explanations
 given to us, the company has not made any default in repayment of dues
 payable to any financial institutions, banks during the period.
 
 xii. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Accordingly paragraph 4(xii) of the Order is not applicable.
 
 xiii. In our opinion and according to the information and explanations
 given to us, the company is not a chit fund / nidhi / mutual benefit
 fund / society. Accordingly, paragraph 4(xiii) of the Order is not
 applicable.
 
 xiv. According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments. Accordingly, paragraph 4(xiv) of the Order is not
 applicable.
 
 xv. 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 institutions. Accordingly, paragraph 4(xv) of the
 Order is not applicable.
 
 xvi. The company did not have any term loans outstanding during the
 period. Accordingly, paragraph 4(xvi) of the Order is not applicable.
 
 xvii. According to the information and explanations given to us and on
 examination of the financial statements of the Company, we are of the
 opinion that, prima facie, short term funds have not been used for long
 term investment;
 
 xviii. 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. Accordingly, paragraph 4(xviii) of the Order is not
 applicable.
 
 xix. The Company did not have any outstanding debentures during the
 period. Accordingly, paragraph 4(xix) of the Order is not applicable.
 
 xx. The Company has not raised any money by public issues during the
 period. Accordingly, paragraph 4(xx) of the Order is not applicable.
 
 xxi. According to the information and explanations given to us, no
 material fraud on or by the Company has been noticed or reported during
 the course of our Audit.
 
 For Ajmera Ajmera & Associates 
 Firm Registration No.123989W 
 CharteredAccountants
 
 Sandeep Ajmera
 Partner
 Membership No.48277
 
 Place : Mumbai 
 Date  : 1st August, 2011