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Gracious Software Ltd.

BSE: 780002 Sector: IT
NSE: N.A. ISIN Code: INE757P01015
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Gracious Software Ltd. (GRACIOUSSOFTWAR) - Auditors Report

Company auditors report

To

THE MEMBERS OF M/S GRACIOUS SOFTWARE LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GRACIOUS SOFTWARE LIMITED (CIN: L72300DL2007PLC168989) (the Company). It comprise the balance sheet as at 31st March 2016 the statement of profit and loss and 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 stated in section 134(5) of the Companies Act 2013 (the Act) with respect to the preparation and presentation 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 of 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 adequate 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 but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and 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 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 2016;

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 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 2016 (the Order) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2016 we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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 2016 taken on record by the Board of Directors none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate Report in Annexure B.

For HARESH MISHRA & ASSOCIATES

Chartered Accountants

CA. HARESH KUMAR MISHRA

Membership No.: 518661

FRN: 024716N

Place: New Delhi

Date: 28.05.2016

Annexure A to the Independent Auditors Report

Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31 2016:

1. (a) Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets;

2. (b) The Fixed Assets have been physically verified by the management in a phased manner designed to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the company and nature of its business. Pursuant to the program a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

3. (a) The management has conducted the physical verification of inventory at reasonable intervals.

(b) In view of our comment in paragraph (a) above clause (ii) (a) (b) and (c) of paragraph 2 of the aforesaid order are not applicable to the company.

4. The Company has not granted any loans secured or unsecured to companies firms Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

5. In our opinion and according to the information and explanations given to us the company has complied with the provisions of section 185 and I86 of the Companies Act 2013 In respect of loans investments guarantees and security.

6. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 with regard to the deposits accepted from the public are not applicable.

7. As informed to us the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act in respect of the activities carried on by the company.

8. (a) According to information and explanations given to us and on the basis of our examination of the books of account and records the Company has been generally regular in depositing undisputed statutory dues including Provident Fund Employees State Insurance Income-Tax Sales tax Service Tax Duty of Customs Duty of Excise Value added Tax Cess 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 above were in arrears as at March 31 2016 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanation given to us there are no dues of income tax sales tax service tax duty of customs duty of excise value added tax outstanding on account of any dispute.

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 banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

10. Based upon the audit procedures performed and the information and explanations given by the management the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

11. Based upon the audit procedures performed and the information and explanations given by the management we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

12. Based upon the audit procedures performed and the information and explanations given by the management the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

13. In our opinion the Company is not a Nidhi Company. Therefore the provisions of clause 4 (xii) of the Order are not applicable to the Company.

14. In our opinion all transactions with the related parties are in compliance with section 177 and 188 of Companies

Act 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

15. Based upon the audit procedures performed and the information and explanations given by the management the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

16. Based upon the audit procedures performed and the information and explanations given by the management the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

17. In our opinion the company is not required to be registered under section 45 IA of the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For HARESH MISHRA & ASSOCIATES

Chartered Accountants

CA. HARESH KUMAR MISHRA

Membership No.: 518661

FRN: 024716N

Place: New Delhi

Date: 28.05.2016

Annexure B to the Independent Auditors Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (the Act)

We have audited the internal financial controls over financial reporting of Gracious Software Limited (the Company) as of March 31 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management s Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting (the Guidance Note) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition use or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

\\For HARESH MISHRA & ASSOCIATES

Chartered Accountants

CA. HARESH KUMAR MISHRA

Membership No.: 518661

FRN: 024716N

Place: New Delhi

Date: 28.05.2016