To the Members of Parle Software Ltd.
1. We have audited the accompanying financial statements of Parle Software Ltd. ('theCompany') which comprises of Balance Sheet as at 31 March 2017 the Statement of Profitand Loss the Cash Flow Statement for the year then ended and a summary of thesignificant accounting policies and other explanatory information.
Management's responsibility for the financial statements
2. The Company's Management is responsible for the matters stated in section 134(5) ofthe Companies Act 2013 ('the Act') with respect to the preparation of these financialstatements to give a true and fair view of the financial position financial performanceand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified under section 133 of theAct read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
3. Our responsibility is to express an opinion on these financial statements based onour audit.
4. We have taken into account the provisions of the Act and the Rules made there underincluding the Accounting Standards and matters which are required to be included in theaudit report.
5. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.
6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's directors as well as evaluating the overall presentationof the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31March 2017 and its profit and its cash flows for the year ended on that date.
Report on other legal and regulatory requirements
9. As required by the Companies (Auditor's Report) Order 2016' issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act(hereinafter referred to as the 'Order') and on the basis of such checks of the books andrecords of the Company as we considered appropriate and according to the information andexplanations given to us we give in the Annexure B a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
10. 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 bestof 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 theCompany so far as it appears from our examination of those books.
(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.
(d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of section164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure A.
(g) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:
i. The Company has disclosed the impact if any of pending litigations as at 31 March2017 on its financial position in its financial statements; ii. The Company has madeprovision as at 31 March 2017 as required under the applicable Law or AccountingStandards for material foreseeable losses if any on long-term contracts. The Companydid not have any long-term derivative contracts as at 31 March 2017;
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company for the year ended 31 March2017;
iv. The Company has provided requisite disclosures in the financial statements asregards its holding and dealings in Specified Bank Notes as defined in the NotificationS.O. 3407(E) dated the November 8 2016 of the Ministry of Finance during the period fromNovember 8 2016 to December 30 2016. Based on audit procedures performed and therepresentations provided to us by the management we report that the disclosures are inaccordance with the books of account maintained by the Company and as produced to us bythe Management.
For G. R. MODI & CO. Chartered Accountants Firm Registration No.112617W
G. R. MODI
Date: 22nd May 2017
Annexure A to Independent Auditors' Report
Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to theMembers of Parle Software Ltd. on the financial statements for the year ended 31 March2017
Report on the internal financial controls under clause (i) of sub-section 3 of section143 of the Companies Act 2013.
1. We have audited the internal financial controls over financial reporting of ParleSoftware Ltd. ('the Company') as of 31 March 2017 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date.
Management's responsibility for internal financial controls
2. The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.
3. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the 'Guidance Note') and the Standards on Auditing deemed to be prescribed under section143(10) of the Act to the extent applicable to an audit of internal financial controlsboth applicable to an audit of internal financial controls and both issued by the ICAI.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting. Meaning of internal financial controls over financial reporting
6. The Company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. The Company's internal financial control overfinancial reporting includes those policies and procedures that (i) pertain to themaintenance of records that in reasonable detail; accurately and fairly reflect thetransactions and dispositions of the assets of the Company;
(ii) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorizations of Management and directors of the Company; and
(iii) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial effect on the financial statements.
7. Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper Management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
8. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.
For G. R. MODI & CO.
Firm Registration No.112617W
G. R. MODI
Date: 22nd May 2017
Annexure B to Independent Auditors' Report
Referred to in paragraph 9 of the Independent Auditors' Report of even date to theMembers of Parle Software Ltd. on the financial statements as of and for the year ended 31March 2017:
1. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.
2. (a) In our opinion and according to the information and explanations given to usthe procedures of physical verification of inventories followed by the management werereasonable and adequate in relation to the size of the company and nature of its business.
(b) In our opinion and according to the information and explanations given to us thecompany has maintained proper records of its inventories and no material discrepancieswere noticed on physical verifications.
3. The company has not granted any loans secured or unsecured to companies firms orother parties covered in the Register maintained under Section 189 of the Companies Act2013. Therefore the provisions of Clause 3 (iii) of the said order are not applicable.
4. In our opinion and according to the information and explanations given to us theCompany has not granted any loans or made any investment or provided any guarantees orsecurity to the parties covered under section 185 and 186 of the Companies Act 2013.Therefore the provisions of Clause 3 (iv) of the said order are not applicable.
5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of sections 7374 75 and 76 of the Act and the Rules framed there under to the extent notified.
6. The Central Government of India has not specified the maintenance of cost recordsunder sub-section (1) of section 148 of the Act for any of the product and services ofthe Company.
7. (a) According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including income tax sales tax service tax duty of customsduty of excise value added tax cess and other material statutory dues as applicablewith the appropriate authorities.
(b) The Company does not have any disputed statutory dues that have not been depositedon account of matters pending before appropriate authorities.
8. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or Government or dues to debenture holders as at theBalance Sheet date.
9. The Company has not raised any moneys by way of initial public offer further publicoffer (including debt instruments) and term loans. Therefore the provisions of clause3(ix) of the Order are not applicable to the Company.
10. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement during the course of our audit.
11. The Company has not paid/provided for any managerial remuneration and it is inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V of the Act.
12. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it; the provisions of clause 3(xii) of the Order are not applicable to the Company.
13. The Company has entered into transactions with related parties in compliance withthe provisions of sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under AccountingStandard (AS) 18 related party disclosures specified under section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.
14. The Company had not made a preferential allotment or private place of shares orfully or partly convertible debentures during the period under review. Therefore theprovisions of clause 3(xiv) of the Order are not applicable to the Company.
15. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of clause 3(xv) of the Order arenot applicable to the Company.
16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
|For G. R. MODI & CO. |
|Chartered Accountants |
|Firm Registration No.112617W |
|G. R. MODI |
|Partner Membership No.15240 |
|Place: Mumbai |
|Date: 22nd May 2017 |