Parle Software

Audit Report on the Accounts for the Financial Year ended on 31st July,
 2008 in compliance with section 227(2) of The Companies act, 1956.
 
 We have audited the attached Balance Sheet of Parle Software Ltd as at
 31st July, 2008 and the Profit and Loss Account for the year ended on
 that date annexed thereto. These financial statements are the
 responsibility of the Companys 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 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.
 
 As required by the Companies (Auditors Report) Order, 2003 (as amended
 by the companies (Auditors Report) (Amendment) Order, 2004) issued by
 the Company Law Board, 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 in Paragraph 3
 above;
 
 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.
 
 In our opinion, proper books of accounts as required by law have been
 kept by the Company, so far as it appears from our examination of the
 books.
 
 The Balance Sheet, Profit and Loss Account dealt with by this report
 are in Agreement(s) with the books of accounts.
 
 In our opinion, the Balance Sheet, Profit and Loss Account comply with
 the Accounting Standards referred to in Section 211(3c) of the
 Companies Act, 1956.
 
 On the basis of written representations received from the directors as
 on 31st July, 2008 and information given to us, none of the directors
 is disqualified as on 31 st July, 2008 from being appointed as a
 Director in terms of Section 274(1 )(g) of the Companies Act, 1956.
 
 In our opinion and to the best of our information and according to the
 explanations given to us the accounts together with the notes thereon
 give the information required by 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
 
 In case of the Balance Sheet of the state of affairs of the company as
 at 31st July, 2008, & In case of the Profit & Loss Account, of the Loss
 of the Company for the year ended on that date.
 
 & In the case of the Cash flow Statement, of the Cash Flows of the
 Company for the year ended on that date.
 
 Annexure to Auditors Report
 
 (Referred to in Paragraph 2 of our report on even date of Parle
 Software Ltd. as at 31-07-2008)
 
 On the basis of such checks as we considered appropriate and in terms
 of the information and explanations given to us, we state that:-
 
 1) In respect of Fixed Assets
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets on the
 basis of available information.
 
 b) As explained to us, the fixed assets have been physically verified
 by the management at reasonable intervals, which in our opinion is
 reasonable, having regard to the size of the Company and nature of its
 assets. We are informed that no material discrepancies were noticed by
 the management on such verification.
 
 c) During the years, the company has not disposed off any substantial
 part of its fixed assets, so as to affect its going concern.
 
 2) In respect of its Inventory
 
 a) As explained to us, and according to the information and
 explanations given to us, the company engaged in software business,
 Hence therefore, no inventory.
 
 b) In our opinion the procedures of no 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) Since there are no inventory, the records are not required to
 maintain.
 
 3) In respect of Loans Given / Taken
 
 The Company has not granted or taken any loans, secured or unsecured
 to/from companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956.
 
 4) In respect of Internal Control Procedure
 
 In our opinion and according to the information and explanation given
 to us, there are adequate internal control procedures for the purchase
 of Inventory, securities, Fixed Assets and with regards to the sale of
 securities commensurate with the size of the Company and the nature of
 its business. During the course of our audit, we have not observed any
 continuing failure to correct major weakness in internal controls.
 
 5) In respect of transactions covered u/s 301 of the Companies Act,
 1956.
 
 In our opinion and according to the information and explanations given
 to us, there are no transactions made in pursuance of contracts or
 arrangements that needed to be entered into the Register needed to be
 maintained u/s 301 of the Companies Act 1956.
 
 6) The Company has not accepted any deposits from Public.
 
 7) The Company has an internal audit system. However, there are
 adequate internal control procedures commensurate with the size of the
 companies and the nature of its business.
 
 8) The Central Government has not prescribed maintenance of cost
 records under clause (d) of sub-section (1) of section 209 of the
 Companies Act, 1956.
 
 9) In respect of Statutory Dues:
 
 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.
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at 31.07.2008 for a period of more than six months from
 the date they became payable.
 
 b) The Company does not have any disputed statutory dues that have not
 been deposited on account of matters pending before appropriate
 authorities.
 
 10) The Company does not have accumulated losses at the end of the year
 but has incurred cash losses during the financial year.
 
 11) Monitoring of Loans taken from Banks/Financial Institutions etc.
 
 a) The company has not made any default in repayment of dues payable to
 any financial institution or bank.
 
 b) On the basis of the records examined by us, we have to state that,
 the Company has, prima-facie, applied the term loans availed during the
 year, for the purpose for which they were obtained;
 
 12) In our opinion and according to the information and explanations
 given to us, no loans and advances have been granted by the Company 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/or mutual
 benefit fund/society. Therefore, clause 4(xiii) of the Companies
 (auditors report) Order 2003 is not applicable to the Company.
 
 14) The Company is not dealing in or trading in shares, securities,
 debentures or other investments. Accordingly, the provisions clause
 4(xiv) of the Companies (Auditors Report) order, 2003 are not
 applicable to the Company.
 
 15) According to the information and explanation given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or other financial institutions.
 
 16) As informed to us, the company has not granted or taken any term
 loans, therefore provision of Clause 14 (xvi) of the Companies
 (Auditors Report) Order, 2003 are not applicable to the company.
 
 17) According to the information and explanation given to us and on an
 overall examination of the balance sheet of the company, we report
 that, prima facie, no funds raised on short-term basis have been used
 for long-term investment, and vice-versa.
 
 18) The Company has not made any preferential allotment of shares
 during the year.
 
 19) The Company has not issued any debenture during the year.
 
 20) The Company has not raised any money by way of Public Issue during
 the year.
 
 21) In our opinion and according to the information and explanations
 given to us no fraud on or by the Company has been noticed or reported
 during the year that causes the financial statements to be materially
 misstated.
 
                                              For S.M.SHIDHAYE & Co., 
                                              Chartered Accountants
 
                                                    S. M. SHIDHAYE
                                                        Proprietor
                                             (Membership No. 33157)
 Place: Mumbai
 Date : 27th October, 2008