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Funny Software Ltd.

BSE: 539169 Sector: IT
NSE: N.A. ISIN Code: INE105R01013
BSE 00:00 | 14 Jun Funny Software Ltd
NSE 05:30 | 01 Jan Funny Software Ltd
OPEN 0.36
PREVIOUS CLOSE 0.37
VOLUME 68141
52-Week high 0.39
52-Week low 0.35
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.36
CLOSE 0.37
VOLUME 68141
52-Week high 0.39
52-Week low 0.35
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Funny Software Ltd. (FUNNYSOFTWARE) - Director Report

Company director report

TO THE MEMBERS

Your Directors have great pleasure in presenting the 13th Annual Report together withthe Audited Accounts of the Company for the year ended at 31st March 2020.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2019-20 and 2018-19 is givenbelow:

(Rupees in Rupees)

Particulars For Financial Year Ended
31st March 2020 31st March 2019
Total Income 4636529.00 7743938.00
Total Expenditure 4489229.00 7446531.51
Profit before Tax 147300.00 297406.49
Less: Tax Expense 38255.00 76118.00
Profit / (Loss) After Tax 109045.00 221288.49

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 4636529.00/- as againstincome of Rs. 7743938.00/- in 2018-19. The net profit after tax during the year is Rs.109045.00/- as against the net profit of Rs. 221288.49/- in the previous year.

RESERVE AND SURPLUS

Rs. 109045.00/- is being transferred to the reserve and surplus.

DIVIDEND

To Plough back the profits into the business the Board of Directors has not declaredany dividend during the year.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

DEPOSITS:

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

INCREASE IN AUTHORIZED CAPITAL

During the year under review there was no increase in authorized capital of thecompany.

ALLOTMENT OF SHARES

During the under Review There is no change in the Capital Structure of the company.

MATERIAL CHANGES AND COMMMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANYTO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHEFINANCIALSTATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

RISK MANAGEMENT POLICY

Therefore in accordance with the provisions of the Companies Act 2013 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro- active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIESANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2020 provision of section 129of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

STATUTORY AUDITORS

The Board has appointed M/s. Tarun Anil Gupta & Associates CharteredAccountants as the statutory auditor of the company from the conclusion of thisAnnual General Meeting until the conclusion of next Annual General Meeting of the companyto the effect that their appointment if made will be within the limits as prescribedunder the provisions thereof. Your Directors recommend their appointment as the StatutoryAuditors of the Company.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the f financial year ended 31st March 2020 made under theprovisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith asAnnexure-1.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company has complied with the provisions related toCorporate Social Responsibility on the basis of its financial statement. CorporateGovernance report is attached as Annexure

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review there has been change in the composition of Board ofDirectors

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARDMEETINGS

During the year 08 (Eight) Board Meetings were convened and held. The details of whichare given below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

S. No. Date of meeting Total No. of Directors on the Date ofMeeting No. of Directors attended
1. 29.05.2019 4 4
2. 10.08.2019 4 4
3. 29.08.2019 4 4
4. 14.11.2019 4 4
5. 31.12.2019 4 4
6. 01.01.2020 4 4
7. 14.02.2020 4 4
8. 20.03.2020 4 4

EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2019-20

There is no Extraordinary General Meeting held during the Financial Year 2019-20.

POSTAL BALLOT

During the year under Review No Postal Ballot has been conducted.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance Report as required Chapter IV of SECURITIES ANDEXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015 for the financial year 2019-2020 is attached to the Board Report as Annexure 3.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc.

The Audit Committee also advises the Management on the areas where internal controlsystem can be improved. The Terms of reference of the Audit Committee are in accordancewith Regulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013as follows:

? Oversight of the Issuer's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible; ? Recommending to the Board the appointment re-appointment and if requiredthere placement or removal of the statutory auditor and the fixation of audit fees. ?Approval of payment to Statutory Auditors for any other services rendered by the statutoryauditors. ? Reviewing with the management the annual financial statements beforesubmission to the board for approval with particular reference to: (i) Matters requiredto be included in the Directors' Responsibility Statement to be included in the Board'sreport in terms of the provision of Companies Act2013; (ii) Any changes in accountingpolicies and practices and reasons for the same; (iii) Major accounting entries involvingestimates based on exercise of judgment by management; (iv) Significant adjustments madein the financial statements arising out of audit findings; (v) Compliance with listing andother legal requirements relating to financial statements; (vi) Disclosure to any relatedparty transactions; (vii) Qualifications in the draft audit report. ? Reviewing with themanagement the half yearly financial statements before submission to the Board forapproval. ? Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems; ? Reviewing the adequacy of internal audit functionincluding the structure of the internal audit department staffing and seniority of theofficial heading the department reporting structure coverage and frequency of internalaudit. ? Discussion with internal auditors any significant findings and follow up thereon;? Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matters to the Board; ? Discussion withStatutory auditors before the audit commences about the nature and scope of audit as wellas post-audit discussion to ascertain any area of concern; ? Carrying out any otherfunction as is mentioned in the terms of reference of the Audit Committee.

COMPOSITION

Sr. Name of the Director No. Status Nature of Directorship
1. Mr. Sanjay Rathore Chairman Independent Director
2. Ms. Deeksha Sharma Member Non-Independent Director
3. Mr. Roshan Tirkey Member Independent Director

During the financial year 2019-20 Four (4) meeting of Audit Committee was held i.e.29.05.2019 10.08.2019 14.11.2019 and 14.02.2020.

NOMINATION & REMUNERATION AND COMPENSATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of Section 178 of the Companies Act2013.

Sr. Name of the Director No. Status Nature of Directorship
1. Mr. Sanjay Rathore Chairman Independent Director
2. Ms. Deeksha Sharma Member Non-Independent Director
3. Mr. Roshan Tirkey Member Independent Director

During the financial year 2019-20 Four (4) meeting of Audit Committee was held i.e.29.04.2019 10.08.2019 14.11.2019 and 14.02.2020.

TERMS OF REFERENCE

The terms of reference of Committee includes the following:

The committee recommends to the board the compensation terms of the executivedirectors.

The committee to carry out evolution of every director's performance and recommend tothe board his/her appointment and removal based on the performance.

The committee to identify persons who may be appointed in senior management/Director inaccordance with the criteria laid down.

Framing and implementing on behalf of the Board and on behalf of the shareholders acredible and transparent policy on remuneration of executive directors including ESOPPension Rights and any compensation payment.

Considering approving and recommending to the Board the changes in designation andincrease in salary of the executive directors.

Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.

Bringing about objectivity in deeming the remuneration package while striking a balancebetween the interest of the Company and the shareholders."

STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three Directors. Mr.Sanjay Rathore is the Chairman of the committee.

Sr. Name of the Director No. Status Nature of Directorship
1. Mr. Sanjay Rathore Chairman Independent Director
2. Ms. Deeksha Sharma Member Non-Independent Director
3. Mr. Roshan Tirkey Member Independent Director

During the financial year 2019-20 Four (4) meeting of Audit Committee was held i.e.29.05.2019 10.08.2019 14.11.2019 and 14.02.2020.

ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of our Board look into:

The redressal of investors complaints viz. non-receipt of annual report dividendpayments etc.

Matters related to share transfer issue of duplicate share certificatedematerializations.

Also delegates powers to the executives of our Company to process transfers etc.

The status on various complaints received / replied is reported to the Board ofDirectors as an Agenda item.

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 ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:

a. No. of Complaints received:0 b. No. of Complaints disposed off :0

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors senior management and their Remuneration.

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 TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Ish Sadana Company Secretary in Practice to undertake theSecretarial audit of the Company. The Secretarial Auditor Report provided By theSecretarial Auditor in Form No. MR-3 has been enclosed as Annexure 2.

Explanation to the observations as notice in the Secretarial Audit Report: The Companywill strive to comply with all the non compliances as mentioned by the secretarial auditorin his report in future.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; (c) The directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) The directors had prepared the annual accounts on agoing concern basis; and (e) The directors in the case of a listed company had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively. (f) The directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed inand cooperation extended to the company by the shareholders of the company. Your directorswish to place on record their deep sense of appreciation for the devoted and sincereservices of the executives staff and workers of the company for its success.

Place: New Delhi

FOR AND ON BEHALF OF THE BOARD

Date:31.08.2020

FUNNY SOFTWARELIMITED

Sd/- Sd/-
Ram Naresh Deeksha Sharma
DIN:07342519 DIN:06971436

.