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Directors Report of Gracious Software Ltd.

Mar 31, 2014

Dear members,

The Directors have great pleasure in presenting the 7th Annual Report together with the Audited Accounts of the Company for the year ended at 31st March, 2014.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2013-14 and 2012-13 is given below:

(Rupees in Lacs)

For Financial Year Ended

Particulars 31 st March, 2014 31 st March, 2013

Total Income 12,892,618.48 5,580,170.00

Total Expenditure 12,691,127.22 5,437,471.07

Profit before Tax 201,491.26 142,698.93

Less: Tax Expense (65,373.90) (44,094)

Profit / (Loss) After Tax 136,117.36 98,604.93

DIRECTORS

Mr. Ajay Bansal who was appointed as Additional Director on the board of the company with effect from 21st November, 2013 and who ceases to hold the office at this Annual General Meeting and in respect of whom a notice under section 160 of the Companies Act, 2013 has been received from a member along with requisite deposit proposing his candidature for the office of a Director on the Board of the Company, be and is hereby appointed as a director on the Board, liable to retire by rotation.

The Board recommends their appointment for your approval.

INDEPENDENT DIRECTOR

Pursuant to Section 149 of the Companies Act, 2013(new act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of upto 5 years each. In terms of Presently, Mr. Arun Kumar Gupta and Mr. Mahesh Chand are the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the new act and the Listing Agreement, they may be appointed afresh with a fixed period of upto 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Company''s business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of Annual General Meeting of the Company.

DIVIDEND

In consideration of future prospects of the Company, Your Board of Directors has decided to plough back the profits into the business operations of the Company.

PUBLIC DEPOSIT

The Company has not accepted any deposits during the year under review.

AUDITORS

The Statutory Auditors M/s. HARESH MISHRA & ASSOCIATES, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting.

The Company has received undertaking from them to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such re-appointment.

A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting.

ISSUE OF EQUITY SHARES

During the year under review, the Company has issued and allotted 2566000, 1285000, 1401750, 1321500, 893000 and 972750 equity shares of Rs. 10/- each on 09.12.2013, 11.12.2013, 13.12.2013, 16.12.2013, 18.12.2013 and 20.12.2013, respectively and accordingly, the Equity Paid up Share capital stand increased to Rs. 125,000,000/- (Rupees Twelve Crore Fifty Lacs only) consisting 12,500,000 equity shares of Rs. 10/- each.

AUDITOR''S REPORT

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 217 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CONVERSION OF THE COMPANY FROM "PRIVATE LIMITED" TO "PUBLIC LIMITED"

During the year 2013-2014, The Company was converted in to a Public Limited Company and Consequently the name was changed from "Gracious Software Private Limited" to "Gracious Software Limited" vide fresh certificate of incorporation dated 19th November, 2013, issued by the Registrar of Companies, National Capital Territory of Delhi & Haryana.

CHANGE IN REGISTERED OFFICE

During the year the company changed its registered office from 106, Dua Business Centre, Main Vikash Marg, Shakarpur, Delhi - 110092 to G-6, Ground Floor, House No. 4346, Gali No. 4C, Ansari Road, Daryaganj, New Delhi - 110002

LISTING OF SHARES OF THE COMPANY

During the year under review, the equity shares of the Company got listed on the ITP platform of BSE Limited.

SUBSIDARY COMPANIES

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit or Loss of the company for the year under the review.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earnings and outgo during the year under Report.

PARTICULARS OF EMPLOYEES

The provisions of section 217(2A) of the Companies Act, 1956 are not applicable as no Employee was in receipt of remuneration to the extent laid down therein.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

Date: 21st August, 2014 Place: New Delhi

By Order of the Board For Gracious Software Limited Sd- Ajay Bansal Director DIN: 06732641


Mar 31, 2013

The Directors take pleasure in presenting Annual Report of the company together with Audited Statement of Accounts for the financial year ended on March 31, 2013 and Auditors'' Report thereon.

1. Financial Results: During the financial year under review, your company has made a profit of Rs 98,604.93/- after tax against a previous year loss of Rs. 2000/-.

2. Dividend: Board of Directors has decided to plough back the profits back into the business and has decided not to pay any dividend for the year under review.

3. Deposit: The Company has neither invited nor accepted any public deposits during the financial period.

4. Directors: Mr. Mahendra Singh, Mr. Mahesh Chand were appointed as additional directors by the Board of Directors in their meeting held on 12th October, 2012. Mr Gopal Gupta and Satinder Kumar resigned from the directorship of the Company w.e.f. 15.03.2012. Mr. Vinay Kumar and Sumit Kumar were appointed as additional directors w.e.f. 15.03.2012 and resigned from the directorship of the Company w.e.f. 12.10.2012. Mr. Arun Kumar Gupta was appointed as additional director by the Board in its meeting held on 21.05.2013 and Mr. Ashok Marwah was appointed as Additional Director on 03.01.2013 and resigned from directorship of the Company w.e.f 21.05.2013

5. Conservation of energy, technology, absorption, foreign exchange earning & outgo

a.) As regards to disclosure u/s 217(i)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, particulars relating to conservation of energy are not applicable to the company.

b.) Disclosure of information relating to Foreign Exchange earning & outgo as required under Rule 2(i) is Nil.

6. Employee: As required by the provision of section 217(2A) of the Companies ACT, 1956. Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding 60,00,000/- per annum or 5, 00,000/- per month for any part thereof.

7. Auditors: M/s Viresh Rai & Associates., Chartered Accountants, (FRN 024540N) New Delhi, retire at the conclusion of this Annual General Meeting. The Company has received notice from the expressing their inability for re-appointment as the statutory auditors of the Company. Shareholders in the extraordinary meeting held on 03.09.2013 appointed M/s Haresh Mishra & Associates statutory auditors of the Company to hold office upto this annual general meeting. The Company has received notice from M/s Haresh Mishra & Associates, Chartered Accountants (FRN 024716N) expressing their willingness to be reappointed as statutory auditors of the Company. The auditor forwarded their certificate stating that their re-appointment, if made will be within the limit specified in that behalf in Sub Section (1B) of section 224 of the Companies Act, 1956. The Board hereby recommends their appointment to the Shareholders of the Company.

8. Compliance Certificate: The Company has obtained certificate from the S.K. Jha, Company Secretary in Practice regarding compliance of the conditions. The Certificate is annexed to this report.

9. Director''s Responsibility Statement: The responsibility statement pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 are as under:

i.) The said annual account has been prepared in compliance of all applicable accounting standards.

ii) All accounting policies selected for preparing accounts has been consistently applied and wherever required, judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and in case of Profit and Loss accounts for that period.

iii) Proper and sufficient care has been taken to maintain adequate accounting records as per the provisions of the said Act and also sufficient care has been taken for the safeguard of the assets of the Company including preventing and detecting frauds and other irregularities.

iv) The said annual accounts have been prepared on a going concern concept basis.

10. Acknowledgement: The management acknowledges with gratitude, the cooperation extended by the company''s staff and members and other outside agencies.

11. The Company, being a Private Limited Company, has the minimum prescribed paid up Capital, and its maximum number of members during the said Financial Year was ten, excluding its present and past employees, and company during the scrutiny:

(i) has not invited the public to subscribe for its shares or debentures; and

(ii) has not invited or accepted any deposits from persons other than its members, directors and their relatives.

12. The Board of Directors duly met ten times during the financial year ended on 31st March 2013 the dates are 16.04.2012, 31.08.2012, 05.09.2012, 12.10.2012, 02.11.2012, 05.11.2012, 22.11.2012, 18.12.2012, 03.01.2013 and 25.03.2013. In respect of meetings held, proper notices were given and proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

13. The Company has not closed its Register of Members, and/or Debenture holders during the financial year.

14. The Annual General Meeting for the financial year ended on 31st March 2012 was held on 29th September, 2012 after giving due notice to the members of the Company and the resolution passed thereat were duly recorded in Minutes Book maintained for the purpose.

15. There were two Extra Ordinary General Meeting held during the Financial Year. On 01.10.2012 the Extra-Ordinary Meeting was held to increase the authorised capital from Rs. 1,00,000 to Rs. 5,00,00,000. Extra-Ordinary Meeting was held on 26.07.2012 to appoint M/s Viresh Rai & Associates, Chartered Accountants in place of M/s Gyan Shankar and Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year 2011-12 who have resigned due to other pre- occupation.

16. The provision of section 295 of the Act is not applicable on the company.

17. The Company has not entered into contracts or transactions for the purchase or sales of goods, services or materials from relative firm or Company for Rs. 5000/- or more as per Balance Sheet as at 31st March 2013, under the provisions of Section 297 of the Act.

18. The Company has made necessary entries in the register maintained under Section 301 of the Act.

19. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, members or Central Government, as the case may be.

20. The company has not issued any duplicate share certificates during the year and splitted share certificate on 05.11.2012

21. The company has:

(i) Has allotted 40,50,000 shares at Rs. 10 each during the Financial Year on 05/11/2012; (ii) Not declared any dividend for the financial year 2011-2012;

(iii) 9800 share transfers were recorded on 22.11.2012; and

(iv) Duly complied with the requirements of Section 217 of the Act.

22. There was change in the composition of Directorship of the company during the period. Shri Mahendra Singh, Shri Mahesh Chand were appointed by the Board of Directors in their meeting held on 12.10.2012 Shri Vinay Kumar and Shri Sumit Kumar resigned from the Directorship of the Company w.e.f 12.10.2012. Shri Ashok Marwah was appointed by the Board of Directors in its meeting held on 03.01.2013.

23. The Company has not appointed any Whole Time Director or Managing Director during the period.

2. The Company has not appointed any sole-selling agents during the period.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, and Registrar or other such authorities under the various provisions of the Act.

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has not issued any duplicate certificate of debentures & other securities during the period.

20. The Company has not bought back any shares during the period.

21. The company has not issued any Preference Shares or Debentures till this date so, this provision is not applicable during the period.

22. There were no transactions necessitating the Company to keep in abeyance the right to dividend, right shares and bonus shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted any deposit including any unsecured loans falling within the purview of Section 58A during the Financial Year.

24. The Company has not obtained any borrowing as per provisions of Section 293(1)(d) of the Companies Act, 1956.

25. The Company has not granted Loans and Corporate Guarantees to other body corporate as per provisions of Section 372A of the Act till the end of the Financial Year.

26. The Company has not altered the provisions of the Memorandum with respect to the situation of the Company''s registered office from one state to another during the year under scrutiny.

27. The company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny.

28. The company has not altered the provisions of the Memorandum with respect to the name of the Company during the year under scrutiny.

29. The Company has altered the provisions of the Memorandum with respect of increase in the share capital of the Company during the year under scrutiny by increasing the authorised capital from Rs. 1,00,000 to Rs. 5,00,00,000 in Extra ordinary meeting held on 01.10.2012

30. The Company has not altered its Articles of Association during the year.

31. There was no prosecution initiated against or shows cause notices received by the Company, during the financial year, for offences under the Act.

32. The Company has not received any money as security from its employees during the year.

33. The provisions of Section 418 of the Companies Act, 1956 are not applicable to this Company.

Date: 31st August 2013

Place: New Delhi For S.K. Jha & Associates

Company Secretaries

Sanjay Kumar Jha Prop.

(C.P. No.:3749)


Mar 31, 2012

Dear Members,

The Directors take pleasure in presenting Annual Report of the company together with Audited Statement of Accounts for the financial year ended on March 31,2012 and Auditors'' Report thereon.

1 Financial Results: During the financial year under review, your company has made a Loss of Rs 2000/= (Previous Year Loss of Rs. 1000) before tax. Your Directors hope to do better business in coming financial year.

2. Dividend: In view of the unsatisfactory result, the Board of Directors has decided not to pay any dividend for the year under review.

3. Deposit: The Company has neither invited nor accepted any public deposits during the financial period.

4. Conservation of energy, technology, absorption, foreign exchange earning & outgo

a.) As regards to disclosure u/s 217(i)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, particulars relating to conservation of energy are not application to the company.

b.) Disclosure of information relating to Foreign Exchange earning & outgo as required under Rule 2(i) is Nil.

5. Employee: During the year the company did not employ any employee who is in receipt remuneration of Rs. 2,00,000/- or more per month or Rs. 24,00,000/- or more per annum, therefore provisions of Section 217(2A) of the Companies Act, 1956 are not applicable to the company.

6. Auditors: M/s Viresh Rai & Associates., Chartered Accountants, Statuary Auditors of the Company hold office until the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the company for the next financial year. The Auditor of the company has furnished certificate under Section 224(1) of the Companies Act, 1956, of their eligibility for reappointment.

7. Responsibility Statement: The responsibility statement pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 are as under:

i.) The said annual account has been prepared in compliance of all applicable accounting standards.

ii) All accounting policies selected for preparing accounts has been consistently applied and wherever required, judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and in case of Profit and Loss accounts for that period.

iii) Proper and sufficient care has been taken to maintain adequate accounting records as per the provisions of the said Act and also sufficient care has been taken for the safeguard of the assets of the Company including preventing and detecting frauds and other irregularities.

iv) The said annual accounts have been prepared on a going concern concept basis.

8. Acknowledgement: The management acknowledges with gratitude, the cooperation extended by the company''s staff and members and other outside agencies.

For and on behalf of the Board of Directors

Chairman

Place: New Delhi

Date: 31.08.2012


Mar 31, 2011

The Directors take pleasure in presenting Annual Report of the company together with Audited for the financial year ended on March 31,2011 and Autos'' Report thereon.

1 Financial Results: During the financial year under review, your company has made a Loss of 1'' So Sious Year Loss Rs 1000/= before tax.'' Your Directors hope to do better business in coming financial year.

2. Dividend: In view of the unsatisfactory result, the Board of Directors has decided not to pay any dividend for the year under review.

3. Deposit The Company has neither:invited nor accepted any public deposits during the financial period.

4. rnn.Prv.tion of energy, technolog absorption. foreign exchange earning & outgo

a) As regards to disclosure u/s 217(i)(e) of the Companies Act, 1956 read wi A Rule 2 ofthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, particulars relating to conservation of energy are not application to the company.

b) Disclosure of information relating to Foreign Exchange earning & outgo as required under Rule 2(i) is Nil.

6 Auditors Cyan Shankar & Associates, Chartered Accountants, Statuary Auditors of the hold office until the ensuing Annual General Meeting. It is proposed re-appn them to examine and audit the accounts ofthe company for the next financial year. The Auditor of Ihe company has furnished certificate under Section 224(1) ofthe Companies Act, 1956, of their eligibility for reappointment.

7. Responsibility Statement: The responsibility statement pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 are as under:

i.) The said annual account has beejn prepared in compliance of all applicable accounting standards.

ii) All accounting policies selected fpr preparing accounts has been consistently applied and wherever required, judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and in case of Profit and Loss accounts for that period.

iii) Proper and sufficient care has been taken to maintain adequate accounting records as per the provisions of the said Act and also sufficient care has been taken for the safeguard of the assets of the Company including preventing and detecting frauds and other irregularities. :

iv) The said annual accounts have bepn prepared on a going concern concept basis.

8. Acknowledgement: The management acknowledges with gratitude, the cooperation extended by the company''s staff and members and other outside agencies.

For and on behalf of the Board of Directors

Chairman

Place: New Delhi

Date: 30-07-2011

 
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