| 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 |