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Auditor Report of Archana Software Ltd.

Mar 31, 2015

I have audited the accompanying financial statements of M/s. Archana Software Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and 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 of these standalone 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting 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 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

My responsibility is to express an opinion on these financial statements based on our audit. I 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 thereunder.

I conducted the audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that I 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 control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, 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, of the state of affairs of the Company as at 31 March 2015 and its profit and its 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 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, I report that:

(a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.

(b) In my opinion proper books of account as required by law have been kept by the Company so far as it appears from my examination of those books;

(c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) In my 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

Annexure to the Independent Auditors’ Report

The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets at reasonable intervals. In accordance with this programme, certain fixed assets were verified during the year and 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.

(ii) (a) As explained to me, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In my opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

(iii) According to the information and explanations given to me and on the basis of my examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii(a) and iii (b) of the order are not applicable to the Company.

(iv) In my opinion and according to the information and explanations given to me, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of my audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

(v) The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

(vi) The provision of sub section 1 of section 148 of the companies Act, 2013 regarding maintenance of cost records is not applicable to the company.

(vii) According to the information and explanations given to me, there is no amounts payable in respect of income tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

(viii) The Company has accumulated losses to the extent of Rs.6,48,26,117/- at the year end. The company had incurred no cash loss during the current and preceding financial year.

(ix) Based on my audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank.

(x) According to the information and explanations given to me, the Company has not given guarantee for loans taken by others from bank or financial institutions.

(xi) According to the information and explanations given to me, the company has applied term loan for the purpose to which it was raised.

(xii) Based on the audit procedures performed and the information and explanations given to me, i report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

Sd/-

A.SARAVANAN, B.COM., F.C.A., Chartered Accountant (M.No: 026101) Place: Chennai Date: 28.08.2015.


Mar 31, 2014

I have audited the accompanying financial statements of M/s. Archana Software Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and 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

Management is responsible for 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 notified under the Companies Act 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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

My responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In my opinion and to the best of our information and according to the explanations given to us, the 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, 2014;

b) in the case of the Statement of Profit and Loss Account, 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.

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the

Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in

the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) I have 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 my 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In my opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Archana Software Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In my opinion and according to the information and explanations given to us, there is no major fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. In respect of its inventories:

(a) As explained to me, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In my opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to me and on the basis of my examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to me and on the basis of our examination of the books of account, The Company has not taken any unsecured loans from its directors, a party covered in the register maintained under section 301 of the Companies Act, 1956.

4. In my opinion and according to the information and explanations given to me, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of my audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by me and according to the information and explanations provided by the management, 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) As per information & explanations given to me and in my opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. The provision of section 209(1) (d) of the companies Act, 1956 regarding maintenance of cost records is not applicable to the company.

9. According to the information and explanations given to me, there is no amounts payable in respect of income tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has no accumulated losses at the year end. The company has not incurred cash losses during the year, and also during preceding financial year.

11. Based on my audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank.

12. According to the information and explanations given to me, the Company has not granted loans and advances on the basis of security by way of pledge of shares and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. In my opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of para 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

15. According to the information and explanations given to me, the Company has not given guarantee for loans taken by others from bank or financial institutions.

16. According to the information and explanations given to me, the company has applied term loan for the purpose to which it was raised.

17. Based on the information and explanations given to me and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has not made any preferential allotment of shares to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanation given to me, the company has not issued any debentures during the year under audit.

20. The company has not raised any money by way of public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to me, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management. A. Saravanan, B.com., F.C.A., Place: Chennai Date: 03.09.2014 Chartered Accountants (M.No. 026101)


Mar 31, 2013

I have audited the accompanying financial statements of M/S. ARCHANA SOFTWARE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for 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 referred to in sub-section (3C) of section 211 of the Companies Act, 19S6 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

In my opinion and to the best of my information and according to the explanations given to me, the financial statements subject to Nol of Schedule ''H'' regarding non conformation of balances & note 5 of Schedule H regarding non provision for deferred tax liability, 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, 2013;

b) in the case of the Profit and Loss Account, of the profit/ loss 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.

1 As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, I give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2 As required by section 227(3) of the Act, I report that:

a) I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit;

b) in my opinion proper books of account as required by law have been kept by the Company so far as appears from my examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in my opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 19S6;

e) on the basis of written representations received, from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 19S6.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 19S6 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the my Report of even date to the members of M/S. ARCHANA SOFTWARE LIMITED on the accounts of the company for the year ended 31s1 March, 2013.

On the basis of such checks as I considered appropriate and according to the information and explanation given to me during the course of my audit, I report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to me, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In my opinion and according to the information and explanations given to me, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to me, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In my opinion and on the basis of my examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to me and on the basis of my examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 19S6. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to me and on the basis of my examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In my opinion and according to the information and explanations given to me, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of my audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by me and according to the information and explanations provided by the management, 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) As per information & explanations given to me and in my opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. I am informed that the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 19S6.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to me there were no outstanding statutory dues as on 31" of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to me, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does have accumulated loss but have not incurred cash loss during the financial year covered by my audit and also in the immediately preceding financial year.

11. Based on my audit procedures and on the information and explanations given by the management, I am of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to me, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to me, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to me, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on my audit procedures and on the information given by the management, I report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to me and on an overall examination of the Balance Sheet of the Company as at 31" March, 2013, I report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to me by the management, I report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to me, I report that no fraud on or by the Company has been noticed or reported during the year, nor have I been informed of such case by the management.

Sd/-

A.SARAVANAN, B.Com., F.C.A.,

Chartered Accountant

Place:Chennai (M.No. 026101)

Date:02/09/2013


Mar 31, 2012

I have audited the attached Balance Sheet of M/S. ARCHANA SOFTWARE LIMITED, as at 31st March 2012 and also the Profit and Loss Account of the company and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that plan and perform the audit to obtain reasonable assurance about whetfier the financial statements are free of material misstatement. An audit includes examining, on basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes the assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that our audit provides a reasonable basis for my opinion.

1. As required by Companies (Auditor''s Report) order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956,1 enclose in the annexure a statement on the matters specified in the said order.

2. Further to my comments in the annexure referred to in paragraph 1 above, I report that:

i) I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit.

a) In my opinion, proper books of account are required by the law have been kept by the company, so far as appears from my examination of these books.

b) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with this report are in agreement with the books of account.

c) In my opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement complies with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

d) As per the information and explanations given to me, none of the directors of the company is disqualified from being appointed as a director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

e) In my opinion and the best of my information and according to the explanations given to me, the Balance Sheet and Profit and Loss Account reads together with notes thereon, subject to Nol of Schedule- ''H'' regarding non conformation of balances & note 5 of Schedule- ''H'' regarding non provision for deferred tax liability, give information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March ,2012.

ii) In the case of Profit and Loss Account, of the profit for the year ended on that date.

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

As required by Companies (Auditor''s Report) order, 2003, and on the basis of such checks, as I consider appropriate, I further state that:

i)

a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the fixed assets have been physically verified by the management once during the period, which is in my opinion, is reasonable having regard to the size of the company and nature of its assets. No material discrepancy was noticed on verification.

c) In my opinion, the company has not disposed off a substantial par to fixed assets during the year.

ii.

a) There is no inventory except the developed software modules in the compact disc forms.

b) Since there is no inventory except the developed software modules in the compact disc forms, the procedures of physical verification of inventories followed by the management does not arise,

c) As there is no inventory except the developed software modules in the compact disc forms, maintaining proper records of inventories does not applicable.

iii. The company neither granted nor taken any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

iv. There is an adequate internal control procedure commensurate with the size of the company and die nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. There is a no continuing failure to correct major weakness in internal control.

v. There were no transaction during the year that need to be entered into register in pursuance of section 301 of the Act have been so entered.

vi. The company has not accepted any deposit from the public during the year.

vii. In my opinion and according to the information provided to me, the company has adequate internal audit system commensurate with the size and nature of its business.

viii. I am informed that the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

ix. The company is regular in depositing undisputed statutory dues including Income Tax, and any other statutory due as with the appropriate authorities and there are no arrears of outstanding statutory dues as at me last day of financial year concerned for a period of more than six months from the date they became payable.

x. The company''s accumulated losses of Rs.709.34 Lacs at the end of the financial year 31st March 2011 are not less than fifty percent of its net worth and the company has generated a cash profit of Rs.60.04 Lacs during the current financial year.

xi. The company has not defaulted in repayment of dues to a financial institution or bank or debentures and other securities.

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.

xiii. The company is not in dealings in shares, securities, debentures and other investments.

xiv. The company has not given any guarantee for loans taken by others from banks or Financial Institutions.

xv. The company has not taken any term loan from the Banks or Financial Institutions during the year.

xvi. The fund raised on short-term basis have not been used for long term investment and vice-versa.

xvii. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of die Companies Act.

xviii. The company has not issued any debentures and the question of creating securities does not arise.

xix. The company has not made any public issue of share during the year.

xx. No fraud on or by the company has been noticed or reported during the year.

A SARAVANAN B.Com. F.C.A.

Chartered Accountant (M.No 026101)

Place: Chennai,

Date: 01.09.2012.


Mar 31, 2010

We have audited the attached Balance Sheet of M/S. ARCHANA SOFTWARE LIMITED, as at 31st March 2010 and also the Profit and Loss Account of the company and the cash flow statement 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 plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes the 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.

1. As required by Companies (Auditors Report) order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure statement on the matters specified In the said order.

2. Further to our comments in the annexure referred to in paragraph 1 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 purpose of our audit,

b. In our opinion, proper books of account are required by the law have been kept by the company, so far as appears from our examination of these books.

c. The Balance Sheet Profit and Loss Account and Cash Flow Statement dealt with this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement complies with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e. As per the information and explanations given to us, none of the directors of the company is disqualified from being appointed as a director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and the best of our information and according to the explanations given to us, the Balance Sheet and Profit and Loss Account reads together with notes thereon. Subject to No1 of Schedule J regarding non conformation of balances & note 5 of Schedule J regarding provision for deferred tax liability, give information required by the Companies Act, 1958, in the manner so required and give a true and fair view :

(i) in the case of Balance Sheet, of the state of affairs of the company as at 31st March2010,

(ii) in the case of Profit and Loss Account Of the profit for the year ended on that date.

(iii) In the case of Cash Flow Statement, of the cash flows for the year ended On that date.

ANNEXURE

As required by Companies (Auditors Report) order, 2003, and on the basis of such checks, as I consider appropriate, I further state that:

i. a). The company has maintained proper records showing full particulars Including quantitative details and situation of fixed assets.

b). All the fixed assets have been physically verified by the management once during the period, which is in our opinion, is reasonable having regard to the size of the company and nature of its assets. No material discrepancy was noticed on verification.

c) In our opinion, the company has not disposed off a substantial par to fixed assets ¦during the year.

ii. a) There is no inventory except the developed software modules in the compact disc forms.

b). Since there is no inventory except the developed software modules in the compact disc forms, the procedures of physical verification of inventories followed by the management does not arise.

c). As there is no inventory except the developed software modules in the compact disc forms, maintaining proper records of inventories does not applicable.

iii. a) .The company neither granted nor taken any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

iv. There is an adequate internal control procedure 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. There is a no continuing failure to correct major weakness in internal control,

v. There were no transection during the year that need to be entered into register in pursuance of section 301 of the Act have been so entered.

vi. The company has not accepted any deposit from the public during the year.

vii. In our opinion and according to the information provided to us, the company has adequate internal audit system commensurate with the size and nature of its business.

viii. We are informed that the Central Government has not prescribed the maintenance of osi records under section 209(1)(d) of the Companies Act, 1956.

ix. The company is regular in depositing undisputed statutory dues indcluding income Tax, and any other statutory due as with the appropriate authorities and there are no arrears of outstanding statutory dues as at the last day of financial year concerned for a period of more than six months from the date they became payable.

x. The companys accumulated losses of Rs. 7,66,88,291/- at the end of the financial year 31st March 2010 are not less than fifty percent of its net worth and the company has generated a cash profit of Rs. 11.90 Lacs during the current financial year

xi. The company has not defaulted in repayment of dues to a financial institution or bank or debentures and other securities.

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.

xiii. The company is not in dealings in shares, securities, debentures and other Investments.

xiv. The company has not given any guarantee for loans taken by others from banks or Financial Institutions.

xv. The company has not taken any term loan from the Banks or Financial Institutions during the year.

xvi. The fund raised on short-term basis have not been used tor long term Investment and vice-versa,

xvii. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act.

xviii. The company has not issued any debentures and the question of creating securities does not arise.

xix. The company has not made any public issue of share during the year.

xx. No fraud on or by the company has been noticed or reported during the year.



FOR R BASKARAN & Co Chartered Accountants

Sd/- R. BASKARAN Partner

Place: Chennai Date : 02.06.2010


Mar 31, 2009

We have audited the attached Balance Sheet of M/S. ARCHANA SOFTWARE LIMITED, as at 31 st March 2009 and also 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 plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on basis, evidence supporting the amounts and disclosure 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.

1. As required by Companies (Auditors Report) order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the said order.

2. Further to our comments in the annexure referred to in paragraph 1 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 purpose of our audit.

b. In our opinion, proper books of account required by the law have been kept by the company, so far as appears from our examination of these books.

c. The Balance Sheet and Profit and Loss Account dealt with this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet and Profit and Loss Account comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e. In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit and Loss Account read together with notes thereon, subject to No1 of Schedule J regarding non conformation of balances & note 5 of Schedule J regarding non provision for deferred tax liability, give information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

(i). in the case of Balance Sheet, of the state of affairs of the company as at 31 st March 2009.

(ii). In the case of Profit and Loss Account, of the profit for the year ended on that date.

(iii). In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE

As required by Companies (Auditors Report) order, 2003, and on the basis of such checks, as I consider appropriate,! further state that:

i. a). The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b). All the fixed assets have been physically verified by the management once during the :. period, which in our opinion, is reasonable haying regard to the size of the company and nature of its assets. No material discrepancy was noticed on verification.

c) In our opinion, the company has not disposed off a substantial part of fixed assets during the year.

ii. a).There is no inventory except the developed software modules in the compact disc forms.

b). Since there is no inventory except the developed software modules in the compact disc forms, the procedures of physical verification of inventories followed by the management does not arise.

c). As there is no inventory except the developed software modules in the compact disc forms, maintaining proper records of inventories is not applicable.

iii. a}.The company neither granted nor taken any loans, secured or un secured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Act,

iv. There is an adequate internal control procedure 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. There is a no continuing failure to correct major weakness in the internal control.

v. There were no transaction during the year that need to be entered into register in pursuance of section 301 of the Act.

vi. The company has not accepted any deposit from the public during the year.

vii. In our opinion and according to the information provided to us, the company has adequate internal audit system commensurate with the size and nature of its business.

viii. We are informed that the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

ix. The company is regular in depositing undisputed statutory dues including Income Tax, and any other statutory due as with the appropriate authorities and there are no arrears of outstanding statutory dues as at the last day of financial year concerned for a period of more then six months from the date they became payable.

x. The companys accumulated losses of Rs.7,66,62,067/- at the end of the financial year 31st March 2009 are not less than fifty percent of its net worth and the company has generated a cash profit of Rs.6.86 Lacs during the current financial year.

xi. The company has not defaulted in repayment of dues to a financial institution or bank or debentures and other securities,

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.

xiii. The company is not dealing in shares, securities, debentures and other investments.

xiv. The company has not given any guarantee for loans taken by others from banks or Financial Institutions.

xv. The company has not taken any term loan from the Banks or Financial Institutions during the year.

xvi. The fund raised on short-term basis have not been used for long term investment and vice-versa.

xvii. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act.

xviii: The company has not issued any debentures and the question of creating securities does not arise.

xix. The company has not made any public issue of share during the year.

xx. No fraud on or by the company has been noticed or reported during the year.

FOR R BASKARAN & Co Chartered Accountants

Sd/- Place: Chennai, R. BASKARAN

Date : 01.09.2009. Partner




Mar 31, 2008

We have audited the attached Balance Sheet of M/S. ARCHANA SOFTWARE LIMITED, as at 31st March 2008 and also 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 plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes the 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.

1. As required by Companies (Auditors Report) order, 2003, issued by the Central Government of India in terms of sub-section [4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the said order.

2. Further to our comments in the annexure referred to in paragraph 1 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 purpose of our audit.

b. in our opinion, proper books of account are required by the law have been kept by the company, so far as appears from our examination of these books.

c. The Balance Sheet and Profit and Lass Account dealt with this report are agreement with the books of account.

d. In our opinion, the Balance Sheet and Profit and Loss Account complies with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e. fn our opinion and the best of our information and according to the explanations given to us, the Balance Sheet and Profit and Loss Account reads together with notes thereon, subject to No1 of Schedule J regarding non confirmation of balances & No, 5 of Schedule J regarding non provision far deferred tax liability, give information required by the Companies Act, 1956, in the manner so required and give a true and fair view :

(i). in the case of Balance Sheet, of the state of affairs of the company as at 31st March 2008,

(ii). In the case of Profit and Loss Account, of the profit for the year ended on that date.

(iii). In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE

As required by Companies (Auditors Report) order, 2003, and on the basis of such checks, as I consider appropriate, I further slate that:

i. a). The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets,

b). All the fixed assets have been physically verified by the management once during the period, which is in our opinion, te reasonable having regard to the size of the company and nature of its assets. No material discrepancy was noticed on verification.

c} In our opinion, the company has not disposed off a substantial par to fixed assets during the year.

ii. a).There is no inventory except the developed software modules in the compact disc forms.

b). Since there is no inventory except the developed software modules in the compact disc forms, the procedures of physical verification of inventories followed by the management does not arise.

c). As there is no inventory except the developed software modules in the compact disc forms, maintaining proper records of inventories does not applicable.

iii. a}.The company neither granted nor taken any loans, secured or un secured to / from companies, firms 01 other parties covered in the register maintained under Section 301 Of the Act.

iv. There is an adequate internal control procedure commensurate with the size of the company and the nature of itsbusiness, for the purchase of inventory and fixed assets and for the sale of goods. There is a no continuing failure to correct major weakness in internal control.

v. There were no transaction during the year that need to be entered into register in pursuance of section 301 of the Act have been so entered.

vi. The company has not accepted any deposit from the public during the year.

vi. in our opinion and according to the information provided to us, the company has adequate internal audit system commensurate with the size and nature of its business.

viii. We are informed that the Central Government has not prescribed the maintenance of cost records under section 209(1} (d) of the Companies Act, 1956.

ix. The company is regular in depositing undisputed statutory dues including Income Tax, and any other statutory due as with the appropriate authorities and there are no arrears of outstanding statutory dues as at the last day of financial year concerned for a period of more then six months from the date they became payable.

x. The companys accumulated losses of Rs.7,71,31,967/- at the end of the financiai year 31st March 2008 are not less than fifty percent of its net worth and the company has generated a cash profit of Rs.4,61 Lacs during the current financial year.

xi. The company has not defaulted in repayment of dues to a financial institution or bank or debentures and other securities.

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.

xiii. The company is not in dealings in shares, securities, debentures and other investments.

xiv. The company has not given any guarantee for loans taken by others from banks or Financial Institutions.

xv. The company has not taken any term loan from the Banks or Financial Institutions during the year.

xvi. The fund raised on short-term basis have not been used for long term investment and vice-versa,

xvii. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act.

xviii The company has not Issued any debentures and the question of creating securities does not arise.

xix. The company has not made any public issue of share during the year.

xx. No fraud on or by the company has been noticed or reported during the year.

FOR SRI & Co Chartered Accountants

Sd/- Place : Chennai M,B-Srinivasan

Date : 25.03,2008. Partner

 
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