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Gracious Software Ltd.

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

Company director report

Dear Members

Your Directors take pleasure in presenting Annual Report of the company together withAudited Statement of Accounts for the financial year ended on March 31 2013 andAuditors’ Report thereon.

1. Financial Results: During the financial year under review your companyhas made a profit of Rs 98604.93/- after tax against a previous year loss of Rs. 2000/-.

2. Dividend: Board of Directors has decided to plough back the profits backinto 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 depositsduring the financial period.

4. Directors: Mr. Mahendra Singh Mr. Mahesh Chand were appointed asadditional directors by the Board of Directors in their meeting held on 12thOctober 2012. Mr Gopal Gupta and Satinder Kumar resigned from the directorship of theCompany w.e.f. 15.03.2012. Mr. Vinay Kumar and Sumit Kumar were appointed as additionaldirectors 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 itsmeeting held on 21.05.2013 and Mr. Ashok Marwah was appointed as Additional Director on03.01.2013 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 2of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule1988 particulars relating to conservation of energy are not applicable to the company.

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

6. Employee: As required by the provision of section 217(2A) of theCompanies ACT 1956. Read with the Companies (particulars of employee) rules 1975 asamended no employee was in receipt of remuneration exceeding 6000000/- per annum or 500000/- per month for any part thereof.

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

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

9. Director’s Responsibility Statement: The responsibility statementpursuant 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 applicableaccounting standards.

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

iii) Proper and sufficient care has been taken to maintain adequate accounting recordsas per the provisions of the said Act and also sufficient care has been taken for thesafeguard of the assets of the Company including preventing and detecting frauds and otherirregularities.

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

10. Acknowledgement: The management acknowledges with gratitude the cooperationextended by the company’s staff and members and other outside agencies.

For and on behalf of the Board Gracious Software Private Limited

Mahesh Chand Mahendra Singh
Director Director
Place: New Delhi
Date: 04.09.2013

COMPLIANCE CERTIFICATE [Under Section 383A Sub-Clause (1)]

To The Members

M/s GRACIOUS SOFTWARE PRIVATE LIMITED.

106 Dua Business Centre Main Vikash Marg

Shakarpur

Delhi 110092

We have examined the registers records books and papers of M/s GRACIOUS SOFTWAREPRIVATE LIMITED 106 Dua Business Centre Main Vikash Marg Shakarpur Delhi 110092 asrequired to be maintained under the Companies Act 1956 (the Act) and the Rules madethereunder and also the provisions contained in the Memorandum and Articles of Associationof the Company for the Financial year ended on 31st March 2013. In our opinionto the best of my information and according to the examination carried out by us andexplanations furnished to us by the Company we certify that in respect of theaforesaid financial year.

1. The company has kept and maintained all registers as stated in Annexure"A" to this certificate as per the provisions and the rules made thereunder andall entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure "B"to this certificate with the Registrar of Companies Regional Director CentralGovernment Company Law Board or other authorities within the time prescribed under theAct / with additional fee prescribed in the case of late filing and the rules madethereunder.

3. The Company being a Private Limited Company has the minimum prescribed paid upCapital and its maximum number of members during the said Financial Year was tenexcluding 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 membersdirectors and their relatives.

4. The Board of Directors duly met ten times during the financial year ended on 31stMarch 2013 the dates are 16.04.2012 31.08.2012 05.09.2012 12.10.2012 02.11.201205.11.2012 22.11.2012 18.12.2012 03.01.2013 and 25.03.2013. In respect of meetingsheld proper notices were given and proceedings were properly recorded and signed in theMinutes Book maintained for the purpose.

5. The Company has not closed its Register of Members and/or Debenture holders duringthe financial year.

6. The Annual General Meeting for the financial year ended on 31st March2012 was held on 29th September 2012 after giving due notice to the members ofthe Company and the resolution passed thereat were duly recorded in Minutes Bookmaintained for the purpose.

7. There were two Extra Ordinary General Meeting held during the Financial Year. On01.10.2012 the Extra-Ordinary Meeting was held to increase the authorised capital from Rs.100000 to Rs. 50000000. Extra-Ordinary Meeting was held on 26.07.2012 to appoint M/sViresh Rai & Associates Chartered Accountants in place of M/s Gyan Shankar andAssociates Chartered Accountants as Statutory Auditors of the Company for the financialyear 2011-12 who have resigned due to other preoccupation.

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

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

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

11. As there were no instances falling within the purview of Section 314 of the Actthe Company has not obtained any approvals from the Board of Directors members or CentralGovernment as the case may be.

12. The company has not issued any duplicate share certificates during the year andsplitted share certificate on 05.11.2012

13. The company has:

(i) Has allotted 4050000 shares at Rs. 10 each during the Financial Year on05/11/2012;

(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.

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

15. The Company has not appointed any Whole Time Director or Managing Director duringthe period.

16. 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 GovernmentCompany Law Board Regional Director and Registrar or other such authorities under thevarious provisions of the Act.

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

19. The Company has not issued any duplicate certificate of debentures & othersecurities 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 sothis provision is not applicable during the period.

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

23. The Company has not invited / accepted any deposit including any unsecured loansfalling 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 corporateas 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 thesituation of the Company’s registered office from one state to another during theyear under scrutiny.

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

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

29. The Company has altered the provisions of the Memorandum with respect of increasein the share capital of the Company during the year under scrutiny by increasing theauthorised capital from Rs. 100000 to Rs. 50000000 in Extra ordinary meeting held on01.10.2012

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 theCompany during the financial year for offences under the Act.

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

33. The provisions of Section 418 of the Companies Act 1956 are not applicable to thisCompany.

For S.K. Jha & Associates
Company Secretaries
Date: 31st August 2013 Sanjay Kumar Jha
Place: New Delhi Prop.

Annexure "A"

Registers as maintained by M/s Samvardhan Marketing Private Limited.

1. Minutes Book of Meeting of the Board of Directors under section 193.

2. Minutes Book of General Meeting under Section 193.

3. Register of Contracts companies & Firms in which Directors etc. are interestedunder Section 301(3)

4. Register of Share Transfers under the Act.

5. Register of Directors Managing Directors Manager and Secretary under Section 303

6. Register of Directors Shareholding under Section 307.

7. Register of Members under Section 150.

8. Register of Share Application & Allotment.

9. Books of Accounts under Section 209.

10. Copy of Annual Return.

Annexure "B"

Documents Filed by M/s Gracious Software Private Limited in the office of Registrar ofCompanies

Documents Date of filing Subject
1Form-23B-2011-2012 06-08-2012 By Auditor for their appointment for year 2011-2012 to sign the BS 2012.
2 Form 32 27-03-2012 For appointment of Mr. Sumit Kumar Mr. Vinay Kumar as Directors of the Company and cessation of Mr. Gopal Gupta and Mr. Kumar from Satendra the directorship of the Company.