FUNNY SOFTWARE LIMITED

Transcription

1 FUNNY SOFTWARE LIMITED ANNUAL REPORT For the Financial Year P a g e

2 COMPANY INFORMATION BOARD OF DIRECTORS Ms. Deeksha Sharma (Non executive Director) Non Independent Director Mr. Kuldeep Kumar Non Independent Director (Whole Time Director) Mr. Ram Naresh Independent Director (Non-executive Director) Mr. Sanjay Rathore Independent Director (Non executive Director) STATUTORY AUDITORS M/s Viresh Rai & Associates CORPORATE IDENTIFICATION NUMBER (CIN) U72300DL2007PLC REGISTERED OFFICE Office No. 208, 2 nd Floor, Plot No. A-1 Madhuban Tower, Veer Savarkar Block, Shakarpur, Delhi REGISTER AND TRANSFER AGENT SKYLINE Financial Services Limited D-153 A, 1 st Floor, Okhla Industrial Area, Phase-1, New Delhi Tel.: Fax No info@skylinerta.com 2 P a g e

3 Contents S. CONTENT NO 1. Notice 2. Director s Report 3. Secretarial Audit Report 4. Auditors Report 5. Balance Sheet 6. Profit and Loss Account 7. Notes on the Balance Sheet & Profit and Loss Account 8. Cash Flow Statement 9. Attendance Slip/ Proxy Form 3 P a g e

4 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of the members of Funny Software Limited will be held at Navkar Tirth Atisey Ksetra, Village Neelwal, Near Mahaviday Ksetra, Ghevra More, Rohtak Road, Delhi on Saturday on 24 th September, 2016 at 09:00 A.M.. to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31 st March, 2016 including Audited Balance Sheet as at 31 st March, 2016 and the Statement of Profit and Loss Account, Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditor s thereon. 2. To Appoint a Director in place of Ms. Deeksha Sharma, who retires by rotation and being eligible offer herself for re appointment. 3. To ratify the appointment of M/s Viresh Rai & Associates, Chartered Accountants(Firm Registration No N) as statutory auditors of the Company and fix their remuneration. SPECIAL BUSINESS: 4. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution for appointment of Mr. Ram Naresh (DIN: ) as Director of the Company. RESOLVED THAT Mr. Ram Naresh (DIN: ) who was co-opted as an Additional Director on the board of the company with effect from 07 th December, 2015 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. 5. To appoint Mr. Ram Naresh (DIN: ) as an Whole Time Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT in accordance with the provisions of Section 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013, including any statutory modification(s) or reenactment thereof, for the time being in force (the Act ), and subject to the approval of the Shareholders of the Company in the General Meeting to be held, the consent of the Company be and is hereby accorded for the appointment of Mr. Ram Naresh as Whole Time Director of the Company, for a period of 5 years with effect from 07 th December, 2015 on monthly remuneration of upto Rs.20,000/- and on such other terms and conditions as may be decided by the Board with liberty to alter and vary the terms and conditions of the said appointment or any amendments thereto as may be agreed to between the Board and Mr. Ram Naresh. 4 P a g e

5 RESOLVED FURTHER THAT the Directors of the Company be and are hereby severally authorized to file, execute and deliver necessary documents including filing of e-forms with the Registrar of Companies under their respective digital signatures and to do all acts, deeds and things as may be required to give effect to aforesaid resolution. Dated: 23/08/2016 Place: New Delhi NOTES For and on behalf of board of FUNNY SOFTWARE LIMITED Sd/ Ram Naresh Director DIN No: An Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special businesses set out in the notice is annexed. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE (ONLY ON POLL) INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE DULY COMPLETED AND SIGNED PROXY FORM SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY EIGHT HOURS BEFORE THE SCHEDULED TIME OF THE ANNUAL GENERAL MEETING. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. 3. The share transfer books and Members Register of the Company will remain closed from 14 th September, 2016 to 16 th September 2016 (both days inclusive). 4. Any member of the company on demand shall be entitled to be furnished free of cost, a copy of the Balance sheet of the company and of every document required by the law to be annexed thereto including the Profit and loss account and the director s report. Copies of these documents will also be kept open for 21 days before the date of the meeting. 5. Members are requested to bring their copies of Annual Report along with them, as copies of the report will not be distributed at the meeting. 6. Members/proxies are requested to bring their attendance slips sent herewith duly filled in for attending the meeting. 7. Any queries regarding the Annual Accounts or otherwise must be sent to Registered Office of the Company at least 10 days before the date of meeting. 5 P a g e

6 8. Members are requested to notify any change in their addresses, at its Registered Office to the Company s Registrar and Share Transfer Agents. 9. As per Rule 20 (2) of Companies (Management and Administration) amendment rules, 2015 vide Notification Dated 19th March, 2015, A Company Listed under chapter XB(Companies listed on SME 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 E-voting in its General Meeting and Funny Software Ltd is a BSE SME Listed company and Evoting is not applicable. Dated: 23/08/2016 Place: New Delhi For and on behalf of board of FUNNY SOFTWARE LIMITED Sd/ Ram Naresh Director DIN No: EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO.4 AND 5 Mr. Ram Naresh (DIN ), who was appointed as an Additional Director of the Company with effect from , he holds office until the date of the Annual General Meeting of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Ram Naresh (DIN ) for the office of the Director under the provisions of Section 160 of the Companies Act, Mr. Ram Naresh (DIN ) is interested in the resolution to the extent of his appointment. None of the remaining Directors and their relatives is concerned or interested in the proposed resolution. Mr. Ram Naresh (Din No ), Director of the Company had been designated as the Whole-time Director of Funny Software Limited, for a period of 3 years, with effect from 07 th December Pursuant to the provision of Section 188 (1) (f) of the Companies Act, 2013, consent of the Company is, inter alia, required to be accorded by the Company by a Special Resolution, where a Director or relative of Director is appointed to an office or place of profit under the Company or Mr, Ram Naresh is a Director of the Company who possesses the necessary expertise and experience to accelerate the Company operations and achieve its vision. Dated: 23/08/2016 Place: New Delhi 6 P a g e For and on behalf of board of FUNNY SOFTWARE LIMITED Sd/ Ram Naresh Director DIN No:

7 ANNEXURE II TO THE NOTICE Details of the directors proposed to be appointed / re-appointed as per clause of Secretarial Standards on General Meeting and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, Name Age Qualifications Experience Terms and conditions of appointment including details of remuneration Last drawn remuneration Date of first appointment by the Board of Directors of the Company Ram Naresh 30 Years Graduate 5 years Mr. Ram Naresh will hold the office of Additional Director for a period of five years commencing from 07 th December, He will be entitled for remuneration as per the provisions of Companies Act, 2013 and as may be decided by the Board of Directors and approved by the members of the Company from time to time. Other terms and conditions are mentioned in the letter for appointment which is available for inspection by members on all working days except holidays from a.m to 5.00 p.m at the registered office of the company. Nil Shareholding in the Company Relationship with other directors and Key Managerial of the Company Number of meetings attended during the financial year Other directorship, membership / chairmanship of committees of other board Nil None 4 Director/Designated partner in: Sachin Property Developers Private Limited SSD Estate And Property Developers Private Limited Mango Books Private Limited LLP: RNLL Developers LLP Instruo Coaching LLP Influyente Textile LLP Justification for appointment of Independent Director NA 7 P a g e

8 Performance evaluation report NA Name Age Qualifications Experience Terms and conditions of appointment including details of remuneration Last drawn remuneration Date of first appointment by the Board of Directors of the Company Mrs. Deeksha Sharma 34 Years Graduate 4 years Mrs. Deeksha Sharma will hold the office of Director for a period of five years commencing from 15 th September, He will be entitled for remuneration as per the provisions of Companies Act, 2013 and as may be decided by the Board of Directors and approved by the members of the Company from time to time. Other terms and conditions are mentioned in the letter for appointment which is available for inspection by members on all working days except holidays from a.m to 5.00 p.m at the registered office of the company. Nil Shareholding in the Company Relationship with other directors and Key Managerial of the Company Number of meetings attended during the financial year Other directorship, membership / chairmanship of committees of other board Justification for appointment of Independent Director Performance evaluation report Nil None 9 Nil NA NA 8 P a g e

9 DIRECTORS REPORT TO THE MEMBERS Your Directors have great pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended at 31 st March, FINANCIAL RESULTS The summarized performance of the Company for the years and is given below: Particulars (Rupees in Lacs) For Financial Year Ended 31st March, st March, 2015 Total Income 24,182,130 37,195,320 Total Expenditure 23,866,435 36,525, Profit before Tax 315, , Less: Tax Expense 110, ,646 Profit / (Loss) After Tax 218, , FINANCIAL PERFORMANCE During the year under review, the Company s income is Rs. 24,182,130 as against income of Rs. 37,195,320 in The net profit after tax during the year has been 218, as against the net profit of Rs. 487, in the previous year. The raise in income/profits was due to the increase in interest income. RESERVE AND SURPLUS Rs. 218,144.06/- is being transferred to the reserve and surplus. DIVIDEND To Plough back the profits into the business, the Board of Directors has not declared any 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 of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, No amount of principal or interest was outstanding as on the date of Balance Sheet. 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 9 P a g e

10 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 has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability. RISK MANAGEMENT POLICY Therefore, in accordance with the provisions of the Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, 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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report. 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. 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 31st March, 2016, provision of section 129 of the Companies Act, 2013 is not applicable. 10 P a g e

11 STATE OF COMPANY AFFAIRS: The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company. STATUTORY AUDITORS In Terms of the provisions of Section 139 of the Companies Act, 2013, M/s Viresh Rai & Associates, Chartered Accountants (FRN: N), were appointed as Statutory Auditors. In terms of the provisions of Section 139, the Board has recommended the rafitication of appointment of M/s Viresh Rai & Associates, Chartered Accountants (FRN: N)), by the shareholders at the forthcoming Annual General meeting. The Company has received a letter from M/s Viresh Rai & Associates, Chartered Accountants (FRN: N) confirming their eligibility under Section 141 of the companies Act, 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 Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the f financial year ended 31st March, 2016 made under the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure. 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, Mr. Ram Naresh hereby appointed as an Additional Director and thereafter they are appointed as a Whole Time Director. Also, Ms. Gunjan Khanna, Company Secretary and compliance officer has resigned from the Company w.e.f b) Declaration by an Independent Director(s) and re- appointment, if any 11 P a g e

12 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 Listing Agreement. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS a. BOARD MEETINGS During the year 9 Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR There is no Extraordinary General Meeting Convened During the Financial Year AUDIT COMMITTEE The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The Audit Committee also advises the Management on the areas where internal control system can be improved. Section 177 of the Companies Act, 2013 as follows: 12 P a g e Oversight of the Issuer s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; Recommending to the Board, the appointment, re-appointment and, if required, there 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 statutory auditors. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: (i) Matters required to be included in the Directors Responsibility Statement to be included in the Board s report in terms of clause (2AA) of Section 217 of the Companies Act, 1956; (ii) Any changes in accounting policies and practices and reasons for the same; (iii) Major accounting entries involving estimates based on exercise of judgment by management;

13 (iv) (v) (vi) (vii) Significant adjustments made in the financial statements arising out of audit findings; Compliance with listing and other legal requirements relating to financial statements; Disclosure to any related party transactions; Qualifications in the draft audit report. Reviewing with the management the half yearly financial statements before submission to the Board for approval. Reviewing with the management, performance of statutory and internal auditors, adequacy of internal control systems; Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. Discussion with internal auditors any significant findings and follow up thereon; Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matters to the Board; Discussion with Statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. COMPOSITION Sr. No. Name of the Director Status Nature of Directorship 1. Mr. Sanjay Rathore Chairman Independent Director 2. Mr. Kuldeep Kumar Member Independent Director 3. Ms. Deeksha Sharma Member Non Executive & Non Independent Director During the financial year , Four (4) meeting of Audit Committee was held i.e , , and NOMINATION & REMUNERATION AND COMPENSATION COMMITTEE The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, Sr. No. Name of the Director Status Nature of Directorship 1. Mr. Kuldeep Kumar Chairman Independent Director 2. Mr. Sanjay Rathore Member Independent Director 3. Ms. Deeksha Sharma Member Non Executive & Non Independent Director 13 P a g e

14 During the financial year , one meeting of Nomination & Remuneration And Compensation Committee was held on TERMS OF REFERENCE The terms of reference of Committee includes the following: The committee recommends to the board the compensation terms of the executive directors. The committee to carry out evolution of every director s performance and recommend to the board his/her appointment and removal based on the performance. The committee to identify persons who may be appointed in senior management/director in accordance with the criteria laid down. Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment. Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors. Ensuring the remuneration policy is good enough to attract, retain and motivate directors. Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders. STAKEHOLDER RELATIONSHIP COMMITTEE Our Company has constituted a Stakeholder Relationship Committee to redress the complaints of the shareholders. The committee currently comprises of three Directors. Mr. Sanjay Rathore is the Chairman of the committee. Name of Directors Category Nature of Directorship Mr. Sanjay Rathore Chairman Independent Director Mr. Kuldeep Kumar Member Independent Director Mr. Ram Naresh Member Executive Director During the financial year , Four (4) meeting of Audit Committee was held i.e , , and 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, dividend payments etc. Matters related to share transfer, issue of duplicate share certificate, dematerializations. 14 P a g e

15 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 of Directors as an Agenda item. During the year under review, the Composition of the Stakeholder Relationship Committee has been as under: 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. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 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. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. The following is a summary of Sexual Harassment complaints received and disposed off during 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 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT 15 P a g e

16 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 Ms. Preeti Sharma, Proprietor of Preeti Sharma & 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. Explanation to the observations as notice in the Audit Report: The Management is searching the best person for the position and the Company will strive to complete the pending e - filing with Registrar of Companies, NCT of Delhi & Haryana. DIRECTORS RESPONSIBILITY STATEMENT The Directors Responsibility Statement referred to in clause (c) 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, in the case of a listed company, 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 The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success. FOR AND ON BEHALF OF THE BOARD FUNNY SOFTWARE LIMITED Sd/- Sd/- Ram Naresh Kuldeep Kumar DIN: DIN: P a g e

17 Annexure to the Directors Report Disclosure 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 are given below: Sr. No. Name of Director/KMP and Designation Remuneration of Director/ KMP for FY (Rs.) % increase in Remuneration in FY ** Ratio of Remuneration of Director to Median Remuneration ofemployees 1. Mr. Sachin Singh N.A N.A N.A N.A (resigned on ) Mr. Ram Naresh from Ms. Gunjan Khanna, N.A N.A N.A Company Secretary 3. Ms. Mamta N.A N.A N.A The number of permanent employees as on 31st March 2016 was 2. Average of remuneration of employees excluding KMPs Nil Ratio of Remuneration of Director to Median Remuneration of Employees No employee s remuneration for the year exceeded the remuneration of any of the Directors. Company s 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, 2016 NOT APPLICABLE 17 P a g e

18 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, I. REGISTRATION & OTHER DETAILS: 1. CIN U72300DL2007PLC Registration Date 13/07/ Name of the Company Funny Software Limited 4. Category/Sub-category of the Company 5. Address of the Registered office & contact details Company limited by shares/ Indian Non Government Company OFFICE- NO nd Floor, Plot No.A-1, Madhuban Tower, Veer Savarkar Block, Shakarpur, Delhi Whether listed company Listed on BSE SME Platform on 2 nd June, Name, Address & contact details of the Registrar & Transfer Agent, if any. SKYLINE FINANCIAL SERVICES LTD D-153 A, 1 st Floor, Okhla Industrial Area, Phase-1,New Delhi Tel.: Fax No info@skylinerta.com II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated S. No. Name and Description of main products / services 1 Computer programming, Consultancy and related activities NIC Code of the Product/service % to total turnover of the company % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S. N0 Name And Address Of The Company CIN/GLN Holding/ Subsidiary/ Associate % Of Shares Held Applicable Section 1 N.A. N.A. N.A. N.A. Section 2(46) and Section 2(87)(ii) 2 N.A. N.A. N.A. N.A. Section 2(87)(ii) 3 N.A. N.A. N.A. N.A. Section 2(6) 18 P a g e

19 VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of Shareholde rs No. of Shares held at the beginning of the year[as on 31-March-2015] No. of Shares held at the end of the year[as on 31-March-2016] LOCK IN Demat Physical Total % of Total Share s Demat Physic al Total % of Total Shares A. Promoters (1) Indian a)individuals/h indu Undivided Family B) Body Corporate Nil Nil Sub-total (A)(1) Nil (2) Foreign Total shareholding of Promoter (A) = (A)(1) + (A)(2) Nil B. Public Shareholding 1. Institutions Subtotal (B)(1): Non- Institutions a) Bodies Corp b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 7,90, ,90, P a g e

20 ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh c) Others (specify) i)huf ii)clearing Members iii)non Resident Indians iv) Trusts Sub-total (B)(2):- 33,10, ,10, ,33,000 Total Public Shareholding (B)=(B)(1)+ (B)(2) 33,10, ,10, ,33,000 C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 33,10, ,10, ,33,000 ii) Shareholding of Promoters- SN Shareholder s Name Shareholding at the beginning of the year[as on 31-March-2015] No. of Shares % of total Shares of the company % of Shares Pledged / encumb ered to total shares Share holding at the end of the year[as on 31-March-2016] No. of Shares % of total Shares of the company %of Shares Pledged / encumber ed to total shares % change in share holding during the year 1 Glamour Nil Steels Pvt. Ltd. Nil Nil 2. Mr. Sachin Singh Nil Nil Nil 20 P a g e

21 Nil Nil Nil iii) Change in Promoters Shareholding (please specify, if there is no change) SN Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares of the company No. of shares % of total shares of the company At the beginning of the year 1. Glamour Steels Pvt. Ltd Mr. Sachin Singh At the End of the year 1. Glamour Steels Pvt. Ltd Mr. Sachin Singh TOTAL iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): SN For Each of the Top 10 Shareholders 1. EDEN INFRASMITH PRIVATE LTD Shareholding at the beginning of the year No. of shares % of total shares of the company Cumulative Shareholding during the year No. of shares % of total shares of the company At the beginning of the year At the end of the year P a g e

22 2. LAX RESOURCE MANAGEMENT PVT LTD At the beginning of the year At the end of the year 3. SARAS DEVELOPERS PRIVATE LIMITED At the beginning of the year Nil Nil At the end of the year SKYHIGH BUILDTECH PRIVATE LIMITED At the beginning of the year Nil Nil At the End of the Year SHARDA CAPITAL ADVISORS PRIVATE LIMITED At the beginning of the year Nil Nil At the end of the year SHARDA CAPITAL PRIVATE LTD. At the beginning of the year Nil Nil At the end of the year 7. CENTURY BUILDMART PRIVATE LTD At the beginning of the year Nil Nil At the end of the year AHUJA METALLOYS PRIVATE LIMITED At the beginning of the year Nil Nil At the end of the year P a g e

23 9. TEAGAN TRADERS INDIA PVT. LTD. At the beginning of the year Nil Nil At the end of the year Nil Nil LAVIC TRADERS INDIA PVT. LTD. At the beginning of the year Nil Nil At the end of the year Nil Nil (v) Shareholding of Directors and Key Managerial Personnel: SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares of the company No. of shares % of total shares of the company 1. Ram Naresh At the beginning of the year NIL NIL NIL NIL At the end of the year NIL NIL NIL NIL 2. Deeksha Sharma At the beginning of the year NIL NIL NIL NIL At the end of the year NIL NIL NIL NIL 3. Sanjay Rathore At the beginning of the year NIL NIL NIL NIL At the end of the year NIL NIL NIL NIL 4 Kuldeeep Kumar At the beginning of the year NIL NIL NIL NIL At the end of the year NIL NIL NIL NIL 23 P a g e

24 V) INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year * Addition * Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: S.No. Particulars of Remuneration Total Amount Managing Director Mr. Ram Naresh Director Mr. Sachin Singh Total 24 P a g e

25 1 Gross salary Nil N.A N.A N.A (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Nil NA NA NIL Nil NA NA NIL Nil NA NA NIL 2 Stock Option Nil NA NA NIL 3 Sweat Equity Nil NA NA NIL 4 Commission Nil NA NA NIL - as % of profit - others, specify 5 Others, please specify Nil NA NA NIL Total (A) Nil NIl N.A N.A B. Remuneration to other directors:- SN. Particulars of Remuneration Name of Directors Total Amount 1 Independent Directors Deeksha Sharma NIL Fee for attending board committee meetings NIL NIL NIL NIL Commission Others, please specify NIL NIL NIL NIL Total (1) NIL NIL NIL NIL 2 Other Non-Executive Directors Kuldeep Kumar Sanjay Rathore NIL NIL Fee for attending board committee meetings Commission NIL NIL NIL NIL Others, please specify NIL NIL NIL NIL Total (2) NIL NIL NIL NIL Total (B)=(1+2) NIL NIL NIL NIL Total Managerial Remuneration NIL NIL NIL NIL 25 P a g e

26 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD SN Particulars of Remuneration Key Managerial Personnel CEO CS CFO Total 1 Gross salary N.A. N.A (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 N.A. Nil N.A. N.A. N.A. Nil N.A. Nil N.A. Nil N.A. Nil 2 Stock Option N.A. Nil N.A. Nil 3 Sweat Equity N.A. Nil N.A. Nil 4 Commission N.A. Nil N.A. Nil - as % of profit N.A. Nil N.A. Nil others, specify N.A. Nil N.A. Nil 5 Others, please specify N.A. Nil N.A. Nil Total N.A. Nil VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details) A. COMPANY Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL B. DIRECTORS Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL C. OTHER OFFICERS IN DEFAULT Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL 26 P a g e

27 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL ENDED 31 ST MARCH 2016 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, FUNNY SOFTWARE LIMITED 407, Prabhat Kiran Building, Rajendra Place, New Delhi I have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by M/s FUNNY SOFTWARE LIMITED (CIN No. U72300DL2007PLC )(hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon. Based on our verification of the Company s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31 st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s Satkar Finlease Limited for the financial year ended on 31 st March, 2016 according to the provisions of: (i) (ii) (iii) (iv) (v) The Companies Act, 2013 (the Act) and the rules made thereunder; The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made thereunder; The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; Foreign Exchange Management Act,1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ) viz. :- a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; e. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998(Not applicable to the Company during Audit period as the Company has not brought back / proposed to Buy back any Securities); 27 P a g e

28 i. As informed and certified by the Management of the Company, There are no other laws which are specifically applicable to the Company based on their sector/industry except The Information Technology Act, 2000 & Policy relating to Software Technology Parks of India and its regulations a. I have also examined compliance with the applicable clauses of The Listing Agreements entered into by the Company with Stock Exchange in India. (vi) (vii) (viii) I have relied on the Representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibly of the management. My examination was limited to the verification of procedure on test basis. In case of Direct and Indirect Tax Laws like Income Tax Act, Service Tax Act, Excise & Custom Acts we have relied on the Reports given by the Statutory Auditors of the company. I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India under the provisions of Companies Act, 1956;) and (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(Listing Obligations and Disclosure Requirement) Regulations, 2015 During the period under report, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: Company was listed on BSE w.e.f June 2 nd, 2015 and filed the compliances under Listing Agreement for the I & II Quarter ended as on a. The Company Secretary of the Company resigned w.e.f. 23rd December, The post has been lying vacant since then. b. Company has not filed Compliances for the III Quarter ended as on with Stock Exchange. c. The Company has not filed e form MGT 10 with Registrar of Companies, NCT of Delhi & Haryana in respect of change of Shareholding of top ten shareholders during the period under audit d. The management of the Company has reported and certified that the Company has obtained requisite approvals for grant of loans and advances to any party and complied with the provisions of Section 186 of the Companies Act, 2013 and any other applicable laws. However company could not produce necessary records during the audit process. e. Form MGT-14- For adoption of Board Report, Financial Result for the year ended 31 st March 2015 under section 179(3)of the Companies Act, f. Company has not filed Form AOC-4 XBRL & MGT-7 of Annual Filing for the financial year I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. 28 P a g e

29 Adequate notice was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Date: Place: Faridabad Preeti Sharma Company Secretary CP No M.No. A32847 Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report. 29 P a g e

30 Annexure A To, The Members, FUNNY SOFTWARE LIMITED 407, Prabhat Kiran Building, Rajendra Place, New Delhi Sir, Our Secretarial Audit Report for the financial year of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion. 3. I have not verified the correctness and appropriateness of financial records,labour laws records, personal records of employee(s) and Books of Accounts of the company as these do not fall under specific applicable laws. 4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other specific applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy effectiveness with which the management has conducted the affairs of the company. Preeti Sharma Date : Company Secretary Place: Faridabad CP No M.No. A P a g e

31 Viresh Rai & Associates Chartered Accountants To, THE MEMBERS FUNNY SOFTWARE LIMITED REPORT ON THE FINANCIAL STATEMENTS INDEPENDENT AUDITOR S REPORT We have audited the accompanying financial statements of FUNNY SOFTWARE LIMITED (CIN: U72300DL2007PLC165836) ( the Company ). Which comprise the balance sheet as at 31st March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Company s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. 31 P a g e