Your Directors have great pleasure in presenting the 14th Annual Report together with
the Audited Accounts of the Company for the year ended at 31st March, 2021.
FINANCIAL RESULTS
The summarized performance of the Company for the years 2020-21 and 2019-20 is given
below:
(Amount in Rupees)
|
For Financial Year Ended |
| Particulars |
31st March, 2021 |
31st March, 2020 |
| Total Income |
1,470,348.00 |
1,626,447.00 |
| Total Expenditure |
1,745,430.00 |
1,548,407.00 |
| Profit before Tax |
(2,75,082.00) |
78,040.00 |
| Less: Tax Expense |
(1,040.00) |
10,082.00 |
| Profit / (Loss) After Tax |
(276,122.55) |
57,875.00 |
FINANCIAL PERFORMANCE
During the year under review, the Companys income is Rs.14.70 Lacs as against income
of 16.26 lacs in 2019-20. The net loss after tax during the year has been Rs. (2.76) lacs
as against the net profit of Rs. 0.57 lacs in the previous year.
RESERVE AND SURPLUS
The Reserves and Surplus is Rs. 14.73 Lacs as on the end of the Current year and the
loss of the Current year Rs. (2.76) Lacs has been transferred to Reserve and Surplus.
DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended
for the financial year 2020-21.
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control, including monitoring
procedures, to ensure that all assets are safeguarded against loss from unauthorized use
or disposition. Company policies, guidelines and procedures provide for adequate checks
and balances and are meant to ensure that all transactions are authorized, recorded and
reported correctly.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management and has
developed a Risk Management Policy. The Policy provides identifying internal and external
risks and implementing risk mitigation steps.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31stMarch, 2021, provision of section 129
of the Companies Act, 2013 is not applicable.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
STATE OF COMPANY AFFAIRS:
There are no order against the Company and the smooth running of business enhancing the
profitability of the company.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2020-21 had
familiarize the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Companys policies, procedures
and practices. Periodic presentations are made to the Board and Board Committee meeting on
Business and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and
encompassing important amendments are briefed to the Directors.
STATUTORY AUDITORS
The Board has appointed M/s. Nishant Alok & Co., Chartered Accountants
(FRN 029014N), as the statutory auditor of the company from the forthcoming Annual
General Meeting till the conclusion of next Annual General Meeting of the company, to the
effect that their re-appointment if made, will be within the limits as prescribed under
the provisions thereof. Your Directors recommend their re-appointment as the Statutory
Auditors of the Company.
AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are
self-explanatory and therefore, in the opinion of the Directors, do not call for further
comments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT 9 has been annexed to the Report as
Annexure 1.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under
review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review, there has been no change in the composition of Board of
Directors during the financial year under review.
b) Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and SEBI (Listing
Obligation and Disclosure Requirements)Regulations 2015.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Five (05) Board Meetings were convened and held 27.07.2020, 31.08.2020,
11.11.2020, 21.01.2021, and 31.03.2021.
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements
Section 177 of the Companies Act, 2013. Audit Committee met 4 times during the financial
year 2020-21 on 27.07.2020, 31.08.2020, 11.11.2020 and 21.01.2021 and following is the
composition:
| Name of Member |
Designation |
Category |
| Yadhubir Thakur |
Member |
Non executive and Non Independent Director |
| Sanju Lohra |
Member |
Independent Director |
| Nidhi Kachhap |
Chairman |
Independent Director |
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements
Section 178 of the Companies Act, 2013. The Committee met 4 times during the financial
year 2020-21 on 27.07.2020, 31.08.2020, 11.11.2020 and 21.01.2021 and following is the
composition:
| Name of Member |
Designation |
Category |
| Yadhubir Thakur |
Member |
Non executive and Non Independent Director |
| Sanju Lohra |
Member |
Independent Director |
| Nidhi Kachhap |
Chairman |
Independent Director |
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013.
Details of the Composition of the Nomination and Remuneration Committee are given
below:
During the year ender review Nomination and Remuneration committee met 4 times on
2020-21 on 27.07.2020, 31.08.2020, 11.11.2020 and 21.01.2021 and following is the
composition:
Ms. Nidhi Kachhap is the Chairperson of Committee.
| Name of Member |
Designation |
Category |
| Yadhubir Thakur |
Member |
Non executive and Non Independent Director |
| Sanju Lohra |
Member |
Independent Director |
| Nidhi Kachhap |
Chairman |
Independent Director |
POSTAL BALLOT:
During the year under review, there is no Postal Ballot conducted.
SEXUAL HARASSMENT:
The Company has zero tolerance for Sexual Harassment at workplace and has adopted a
Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules
made there under. There was no complaint on sexual harassment during the year under
review.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has provided Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013, same has been provided in the
financial statement of the company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board
has on the recommendation of the Nomination & Remuneration Committee framed a Policy
for Selection and appointment of Directors, Senior management and their Remuneration. The
Remuneration Policy is stated in the Corporate Governance Report.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Ish Sadana, Proprietor of M/s.
Ish Sadana & Associates, Company Secretaries to undertake the Secretarial audit
of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form
No. MR-3 has been enclosed as Annexure 2.
With reference to the qualifications, we wish to explain that the Company is searching
the best person for the post of Company Secretary and Chief Financial Officer and
effective steps have been taken to file the necessary form in the records of Registrar of
Companies, NCT of Delhi & Haryana. With reference to late intimation to Stock
Exchange, Company will keep this in mind and assure for the same that this will never
happen in future. With reference to the updation of website, this is to inform you that we
are in process of updating website as pursuant to the Regulation 46 under SEBI LODR
Regulations 2015.
CORPORATE GOVERNANCE CERTIFICATE
As per Chapter IV Regulation 15 of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, A Company Listed under
chapter XB(Companies listed on SME ITP exchange) or chapter XC(Companies listed on
institutional trading platform without IPO) of ICDR regulations, 2009 and having its
equity shares listed on a recognized stock exchange, is out of the ambit of Corporate
Governance Report in its Annual Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and companys operations in future.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given herein below:
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
| Sr. No. Name of Director/KMP and Designation |
Remuneration of Director/ KMP for FY 2020-21 (Rs.) |
% increase in Remuneration in FY 2020-21** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
| 1. N.A |
Nil |
N.A. |
N.A. |
N.A. |
The number of permanent employees as on 31st March 2021 was 1.
No employees remuneration for the year 2020-21 exceeded the remuneration of any of the
Directors.
Companys performance has been provided in the Directors Report which forms part of
the Board Report.
The key parameter for the variable component of key managerial personnel(s) is linked
with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS
REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 NOT APPLICABLE
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause of sub-section (3)
of Section 134 of the Companies Act, 2013, shall state that
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 had selected such accounting policies and applied them
consistently and made judgments and estimates that 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 of the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to thank Companys customers, shareholders,
suppliers, bankers, Central and
State Government for their consistent support to the Company. The Board also wishes to
place on record their appreciation for the hard work, dedication and commitment of the
employees at all levels. The enthusiasm and unstinting efforts of the employees have
enabled the Company to grow in the competitive environment .The Board looks forward to
their continued support and understanding in the years to come.
| Date: 21.08.2021 |
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| Place: New Delhi |
|
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By Order of the Board |
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For Gracious Software Limited |
|
Sd/- |
Sd/- |
|
ARUN KUMAR DAS |
YADHUBIR THAKUR |
|
DIN: 07560982 |
DIN: 07554300 |
|
Director |
Director |
+91-9892691696
