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Mindpool Technologies Ltd.

BSE: 535155 Sector: IT
NSE: MINDPOOL ISIN Code: INE00RQ01019
BSE 05:30 | 01 Jan Mindpool Technologies Ltd
NSE 05:30 | 01 Jan Mindpool Technologies Ltd

Mindpool Technologies Ltd. (MINDPOOL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Eleventh Annual Report on the businessand operations of the Company along with the Audited Financial Statements and Boards'Report for the Financial Year ended March 31 2021.

1. FINANCIAL RESULTS

The details of the Company's performance for the year under review along with theprevious year's figures are given hereunder:

(Amount In INR Lakhs)

PARTICULARS STANDALONE CONSOLIDATED
For the FY ended 31.03.2020 For the FY ended 31.03.2021 For the FY ended 31.03.2020 For the FY ended 31.03.2021
INCOME FROM OPERATIONS 812.25 994.49 3840.17 8029.21
OTHER INCOME 49.64 10.56 57.75 39.27
TOTAL REVENUE 861.90 1005.06 3897.92 8068.48
LESS: EXPENSES 898.95 965.28 3794.91 7849.75
PROFIT BEFORE TAX 46.32 39.85 93.73 218.83
LESS: TAX EXPENSE
CURRENT TAX NIL 1.07 15.74 35.56
TAX/ MAT ADJUSTMENTS NIL NIL NIL NIL
FOR EARLIER YEARS
DEFERRED TAX 2.91 2.66 12.47 5.09
MAT CREDIT NIL NIL NIL NIL
NET PROFIT AFTER TAX 49.23 41.44 68.20 149.21

2. STATEMENT OF COMPANY AFFAIRDS & OPERATIONAL PERFORMANCE

Consolidated Performance: The Company has shown a proven record of consistency andgrowth by its efficient performance in terms of net profit during the period under reportand income from sales has increased to an amount of INR 8029.21 Lakhs during the periodunder report as compared to an amount of INR 3840.17 Lakhs earned during the previousfinancial year. The Company has marked a growth of 109% in its turnover during the FY2020-21 as compared to a growth of 73.21% made during the FY 2019-20. The Company hasrecorded a profit after tax (PAT) of INR 149.21 Lakhs during the year under report ascompared to an amount of INR 68.20 Lakhs in the previous year 2019-20. The growth in PATmarked by the Company during the period FY 2020-21 is 118.76%. The earning per-share hasrisen from INR 1.61 in FY 2019-20 to INR 3.52 in FY 2020-21 i.e. by 118.6%.

Standalone Performance: During the year under review your company reported a goodrise in revenue from operations amounting to an amount of INR 994.50 Lakhs as compared toan amount of INR 812.25 Lakhs earned in the previous Financial Year. The Company hasmarked a growth of 22.43% in its turnover during the FY 2020-21 as compared to a growth of15.86% made during the FY 2019-20 as an effect of planned and executed operations ofexpanding its business in USA and other regions of India. The export turnover of theCompany has witnessed a substantial growth by 405% during the period whereas the turnoverfrom supplies to SEZ has made a growth by 72%. The Company has recorded a profit after tax(PAT) of INR 41.44 Lakhs as compared to a loss of INR 49.23 Lakhs incurred during theprevious financial year. The earning per-share for the FY 2020-21 is reported to be INR0.98 as compared to a negative amount of INR 1.16 in FY 2019-20 showing a growth of 214%.

Subsidiary Performance:

Mindpool Technologies Inc.- Mindpool US has consistently performed and contributeda revenue of INR 1818.14 Lakhs and PAT of INR 66.97 Lakhs during the period under reportas a result of continuous operational discipline and constantly evolving in order to buildcustomers confidence.

S A Tech Software India Pvt. Ltd. (Satin) Satin is a growing businessequipped with efficient workforce and management to accomplish its targets and goals. TheCompany has invested in Satin during FY 2019-20 with an oversight of the projected benefitand to achieve new clients and expanding its business which has proved out to be asuccessful venture. During the period under report Satin has contributed a revenue of INR5436.88 Lakhs and a PAT of INR 79.93 Lakhs during the period under report. Variousprojects have been initiated by Satin during the last quarter of the period under reportreflected in its cost whereby the profit margin has came down irrespective of rise in theturnover. In furtherance thereto Satin is expected to gain the benefits from the saidprojects in the current financial year.

3. DIVIDEND

To strengthen the financial position of the Company your Directors are notrecommending any dividend for the financial year under review.

4. NATURE OF BUSINESS

Your Company continued to be engaged primarily in IT Staffing Recruitment business andWeb application development and Digital Marketing. There is no change in the nature ofbusiness of the Company during the year under review.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Company has achieved new heights during the FY 2020-21 and has established aproven track record in IT staffing industry. The Directors of your company have reviewedthe details of Business Operations done during the year and are hopeful of even betterperformance in the upcoming years. The Board is keen at pacing with various strategies andfactors which are key in reaching the desired objectives: Offerings and Profitability:With successful track of staffing and IT consulting offerings new digital marketingofferings have also witnessed initial success. It has also enabled us to deliver holisticdigital solution to our customers.

Human Resource: Your Company treats its "human resources" as one of itsmost important assets. Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. A number of programs that provide focusedpeople attention are currently underway. Your Company thrust is on the promotion of talentinternally through job rotation and job enlargement. Sales: COVID has had itsgreatest impact on sales especially the way sales efforts were carried out earlier havechanged. As an impact greater emphasis is demanded for digital sales enablement and tocounter the same we have upgraded sales effectiveness in terms of tools training andextended reach with new digital channels and solutions.

Performance Measurement: Considering the Covid-19 pandemic affecting the entireworld it has been very critical in terms of predicting the revenue and profits. Howeveras we know that increase in efficiency and supply of services in a timely manner is theonly path which results in higher revenue and growth of the business despite of thechallenges and obstacles your Company has been able to maintain an efficient performancethroughout the year. The Board of your Company has taken due care of all the factorsaffecting the performance keeping in mind the work from home requirements andnecessities.

Marketing and Market Environment: The marketing landscape has also undergone keychanges and digital marketing has been overemphasized although we have always been in theforefront of digital marketing space and have included it as our core marketing strategysince our early years.

Impact Of Covid-19: Company has following guidelines issued by the Government andhas taken steps to ensure safety of its employees. As the Principal office is in PuneMaharashtra the Company has decided to open it for twice in a week with minimum attendanceas required under the guidelines issued following all the safety measures to be taken.Since all the employees have been working from Home during the lock down period thereforethere was a continuity in business and no break down was noticed during the period.Although as the Company is primarily focused on IT staffing industry a little slow downwas observed which could have minimal impact on the business. We are constantly focusingon our revenue generation and believe that we can cope up with the ongoing pandemic at asteady pace.

6. LISTING INFORMATION

The equity shares of your Company are listed on the following stock exchange(s) underthe ISIN:

STOCK EXCHANGE THE NATIONAL STOCK EXCHANGE OF INDIA
PLATFORM SME Platform
SYMBOL MINDPOOL
ISIN INE00RQ01019

7. HOLDING COMPANY

Your Company does not have any holding company or entity.

8. DETAILS OF THE SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

Your company has one foreign wholly owned Subsidiary Company i.e. MindpoolTechnologies Inc. and one domestic Subsidiary company i.e. S A Tech Software IndiaPrivate

Limited. Following are the details regarding the Subsidiary Company:

SR. PARTICULARS NO. MINDPOOL TECHNOLOGIES INC. SA TECH SOFTWARE INDIA PVT. LTD.
1 Corporate Information: Incorporation Date- May 12 2011 Incorporation Date- November 1 2012
Country- Pune India
Country- Delaware USA Registered Office- Ground
floor Unit No. 2 & 3 B-Wing
Business @ Mantri S No197 H
Registered Office-National No 2 4B to 7B Nagar Road
Registered Agents Inc. 160 Viman Nagar Pune MH 411014
Greentree Drive Suite 101 IN
Dover DE 19904 in the
Branches- Pune Mumbai
Country of Kent.
Hyderabad Bangalore
Virtual Office - 3422 Old Gurugram Mangalore
Capitol Trail Suite # 1634
Wilmington DE 19808-6192.
2 Current Nature of Business: IT staffing and Project Consulting services. IT staffing and Project Consulting services.
3 Capital Structure of our Subsidiary: 1500 shares of common Stock with $0.01 Par Value per Share. Authorized Capital: 4000000 Equity shares of Rs. 10/- each
Paid-up Capital: 429811
Equity shares of Rs. 10/- each
4 Effective date of acquiring shares or date of remittance 18th May 2018 7th November 2019
5 Shareholding: Wholly Owned Subsidiary Subsidiary
[1500 Shares of $ 0.01/- each [219300 Equity shares of Rs.
equivalent to 100% of paid-up 10/- each equivalent to 51.02%
capital] of paid-up capital]

9. ACCOUNTS OF SUBSIDIARY COMPANIES

The Company has one wholly owned Subsidiary Company as on March 31 2021 and onedomestic subsidiary. The details regarding the financial statements on standalone as wellas on consolidated basis of the said subsidiaries have been furnished and attached to thisreport as

Annexure-II in Form AOC-1.

10. RESERVES

During the period under review the Company has not transferred any amount to thereserves.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEEN THE END OF THE FINANCIAL YEAR TOWHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

As per the provisions of clause (l) of sub-section 3 of Section 134 of the CompaniesAct 2013 no material changes have occurred between the end of the financial year i.e.from 1st April 2021 and the date of this report which has affected or may be affectingthe financial position of the Company.

12. STATEMENT OF STATEMENT OF UTILISATION OF FUNDS RAISED

THROUGH IPO UNDER REGULATIONS 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015.

Statement of Utilisation of funds raised through IPO

During the FY 2018-19 the Company came out with an Initial Public Offer of 1200000Equity Shares of Face Value of Rs.10/- each of Mindpool Technologies Limited for Cash at aprice of

Rs. 30 per Equity Share (Including a share premium of Rs. 20 Per Equity Share)("Issue Price") aggregating to Rs. 360.00 Lakhs. The per the Prospectus fundsgenerated are to be utilized for the Objects and purpose mentioned therein the offerdocuments. The statement showing utilization of issue proceeds as disclosed in theprospectus of Company dated January 28 2019 is as under:

Sr Object as stated in prospectus No dated jan 28 2019 Amount proposed to be utilized as per prospectus Amount utilized as on 31/03/2019 Amount pending utilization as on 31/03/2019 Amount utilized as on 30/09/2019 Amount pending utilization as on 31/03/2021
1 Working Capital Requirement 190 176.778 13.222 13.222 NIL
2 Repayment of a Portion of Bank Borrowing 44 44 0 0 NIL
3 General Corporate purpose 33.40 33.40 0 0 NIL
4 Meet Issue related Expenses 92.60 92.60 0 0 NIL
Total 360 346.778 13.222 13.222 NIL

1. The aforesaid statement of utilization of public issue proceeds pursuant toRegulation 32 (1) of the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 has been duly reviewed by the Board.

2. The Company hereby states that:-

There has been no Deviation(s) in the use of proceeds from the objects stated in theProspectus dated January 28 2019.

There has been no variation(s) between projected utilization of funds made by it in theProspectus dated January 28 2019 and the actual utilization of funds.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises an optimum combination of executive andnon-executive directors including Independent Directors.

Composition:

As on March 31st 2021 Board of Directors of the Company comprises of total fourdirectors. The Composition of the Board of Directors is as under:

Name of the Director Category and Designation Effective date of Appointment on Board
Mr. Ritesh Sharma (DIN 02676486) Chairman & Managing Director 21st February 2011
Mrs. Poonam Sharma (DIN 03397469) Whole-Time Director 21st February 2011
Mr. Kaustubh Karwe (DIN 08553122) Independent Director 23rd September 2019
Mr. Sunil Jain (DIN 08313434) Additional Director- Independent Director 15th February 2021

Changes in composition:

During the period under report Mr. Sunil Jain (DIN 08313434) was appointed asAdditional Director- Non- Executive Independent Director on the Board of the Companyw.e.f. 15th January 2021. During the year Mr. Narottam Vishwanath Joshi (DIN: 08077693)and Mr. Jeendru Venkat Reddy (DIN: 08093303) Independent Directors of the Company haveexpressed their inability to continue as the Directors on the Board of the Company andtheir resignation has been considered and taken on record by the Board w.e.f. 14thSeptember 2020 and 15th January 2021 respectively.

Retirement by Rotation:

Pursuant to Section 149 152 and other applicable provisions of the Companies Act 20131/3rd of the Directors are liable to retire by rotation and if eligible offer themselvesfor reappointment. In the ensuing Annual General Meeting Mrs. Poonam Ritesh Sharma DIN(03397469) Whole-Time Director of the Company liable to retire by rotation at the ensuingAGM and being eligible offer herself for re-appointment.

Composition of Key Managerial Personnel:

In pursuant to provisions of Section 203 of the Companies Act 2013 read with theapplicable rules and other applicable provisions of the Companies Act 2013 thedesignated Managerial Personnel and Key Managerial Personnel (KMP)of the Company as on31st March 2021 are as follows:

Name of the MP/ KMP Designation Effective date of Appointment
Mr. Ritesh Sharma (DIN 02676486) Chairman and Managing Director 8th March 2018
Mrs. Poonam Sharma (DIN 03397469) Whole-Time Director 9th April 2018
Mr. Sathish Kumar Ganesan (PAN- CPGPS0705D) Chief Financial Officer 26th April 2019
*Ms. Priyal Singh (PAN-DUSPS9728A) Company Secretary & Compliance Officer 26th April 2019

* w.e.f. 31st May 2021 Ms. Priyal Singh has resigned as the Company Secretary andCompliance Officer of the Company. Mr. Sanskar Prabhakar (ACS 65089) has been appointed asthe Company Secretary and Compliance Officer of the Company with effect from 1st June2021.

14. NUMBER OF BOARD MEETINGS

Six (6) meetings of the Board of Directors were conducted during the FY 2020-21 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder on thefollowing dates:

30th April 2020 7th July 2020 3rd September 2020
9th November 2020 15th February 2021 6th March 2021

The intervening gap between two board meetings was within the period prescribed underthe Companies Act 2013 and as per Secretarial Standard-1. The Directors Attendance inmeetings of the Board were as follows:

Sr. No. Name of Director No. of Board meeting
Eligible to Attend Attended
1. Ritesh Sharma 6 6
2. Poonam Sharma 6 5
3. Narrottam Joshi 3 -
4. Jeendru Reddy 4 4
5. Kaustubh Karwe 6 6
6. Sunil Jain* 2 2

* Mr. Sunil Jain joined the Meeting held on 15th Feb 2021 as a special invitee andafter his appointment as the Additional Independent Director was counted for the quorumof the Meeting as an Additional Independent Director for the further business agendasconducted in the meeting.

15. GENERAL MEETINGS

During the year under review your Company has conducted its 10th Annual GeneralMeeting on 30th September 2020 by means of Video Conferencing as per the guidelinesissued by the Ministry of Corporate Affairs and Securities Exchange Board of Indiarespectively.

16. COMMITTEES OF BOARD

Presently the Board has constituted three (3) Committees i.e. Audit CommitteeNomination & Remuneration Committee and Stakeholder Relationship Committee. TheComposition of the said committees as on 31st March 2021 is as follows:

Audit Committee:

Name of Director Category Role in Committee
Mr. Kaustubh Karwe Independent Director Chairman
Mr. Ritesh Sharma Chairman and Managing Director Member
Mr. Sunil Jain (w.e.f 15.02.2021) Independent Director Member

The role of the audit committee includes the following:

1. Oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

2. Recommendation for appointment remuneration and terms of appointment of auditors ofthe Company;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the Annual Financial Statements and Auditor's Reportthereon before submission to the Board for approval with particular reference to: a)matters required to be included in the Directors' Responsibility Statement to be includedin the Boards' Report in terms of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013; b) Changes if any in accounting policies and practices and reasonsfor the same; c) Major accounting entries involving estimates based on the exercise ofjudgment by management; d) Significant adjustments made in the financial statementsarising out of audit findings; e) Compliance with listing and other legal requirementsrelating to Financial Statements; f) Disclosure of any related party transactions; g)Modified opinion(s) in the draft Audit Report;

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity withrelated

parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity wherever it is necessary;11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems; 13. Reviewing the adequacy of internal auditfunction if any including the structure of the internal audit department staffing andseniority of the official heading the department reporting structure coverage andfrequency of internal audit; 14. Discussion with internal auditors of any significantfindings and follow up there on; 15. Reviewing the findings of any internal investigationsby the internal auditors into matters where there is suspected fraud or irregularity or afailure of internal control systems of a material nature and reporting the matter to theboard; 16. Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern; 17.To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors; 18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate; 20. Carrying out anyother function as is mentioned in the terms of reference of the Audit Committee.

The audit committee mandatorily reviews the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutoryauditors;

4. Internal Audit Reports relating to internal control weaknesses; and

5. The appointment removal and terms of remuneration of the Chief Internal Auditor.

6. Statement of deviations: (a) half yearly statement of deviation(s) including reportof monitoring agency if applicable submitted to stock exchange(s) in terms of Regulation32(1). (b) Annual Statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice in terms of Regulation 32(7).

Nomination & Remuneration Committee:

Name of Director Category Role in Committee**
Mr. Kaustubh Karwe Independent Director Chairman
Mrs. Poonam Sharma Whole-Time Director Member
Mr. Sunil Jain Independent Director Member
(w.e.f. 15.02.2021)

** With effect from 17th June 2021 (after the period under report) Mr. Sunil JainIndependent Director has been appointed as the Chaiman of the Nomination &Remuneration Committee and Mr. Kaustubh Karwe functions as a Member of the said committee.

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of section 178 is as per the Nomination andRemuneration Policy and the Terms & Conditions of appointment of Independent Directorsas annexed herewith this report as Annexure-V. The said policies are also availableon the website of your Company at the web link: https://www.mindpooltech.com/investors.html.

Stakeholders Relationship committee:

Name of Director Category Role in Committee
Mr. Kaustubh Karwe Independent Director Chairman
Mr. Ritesh Sharma Chairman and Managing Director Member
Mr. Sunil Jain (w.e.f. 15.02.2021) Independent Director Member

The Stakeholder Relationships Committee shall oversee all matters pertaining toinvestors of your Company. The terms of reference of the Investor Grievance Committeeinclude the following:

1. Redressal of shareholders'/investors' complaints;

2. Reviewing on a periodic basis the approval of transfer or transmission of sharesdebentures or any other securities made by the Registrar and Share Transfer Agent;

3. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

4. Non-receipt of declared dividends balance sheets of the Company; and

5. Carrying out any other function as prescribed under the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

The details of Investors complaints received and resolved during the Financial Year2020-21 are as under:

No. of Investors Complaints received during the financial year 2020-21 No. of Investors Complaints resolved during the financial year 2020-21 No. of Investors Complaints pending as on 31st march 2021
NIL Nil Nil

17. EVALUATION OF BOARD OF DIRECTORS COMMITTEES AND INDIVIDUAL

DIRECTOR

The Nomination & Remuneration Committee has set up formal mechanism to evaluate theperformance of the Board of Directors as well as that its Committee and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise is to be carried out through an evaluation process covering aspects suchas composition of the Board experience competencies government issues statementregarding opinion of the Board with regard to integrity expertise and experience(including the proficiency) of the independent directors appointed during the year etc.Pursuant to the provisions of sub-section 3 of Section 134 of Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 a meeting of the IndependentDirectors of the Company was conducted on 27th March 2021 to evaluate the performance ofthe Board of Directors at large the Committees of the Board and the performance of everyindividual Director including the executive directors chairman and the independentdirectors. The Directors further evaluated the quality quantity and timeliness of flowof information between the company management and the Board and whether there has been anyunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy.

18. DECLARATION BY INDEPENDENT DIRECTORS

As per the provisions of Section 149 sub section 6 & 7 and other applicableprovisions of Companies Act 2013 and the rules thereunder your Company has duly receivedthe declaration of Independence from all the Independent Directors during the financialyear 2020-21 and that the said declarations were placed before the Board. The Boardfurther ensures that all the Independent Directors of the Company were/are eligible to beappointed as the Independent Directors as per the criteria laid down by Companies Act2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

19. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the provisions of Corporate GovernanceDisclosure are not applicable to the Companies listed on the SME platform. Hence yourCompany is not required to disclose information as covered under Para (C) (D) and (E) ofSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Asper Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to have the de-mat suspense account neitherunclaimed suspense account.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulatedunder Regulation 34(2) (e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as Annexure-VI heretoand forms part of this Report.

21. MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time.

Remuneration paid to the Directors including the Managing Director and Key ManagerialPersonnel of the Company are given in Clause 22 forming part of the Directors Report.

22. PARTICULARS OF EMPLOYEE REMUNERATION

The information required pursuant to Section 197 read with Rule 5(1) 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is as follows: The percentage increase inremuneration of each Director and Chief Financial Officer during the Financial Year2020-21 ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2020-21 and the comparison of remunerationof each Key Managerial Personnel (KMP) against the performance of the Company are asfollows:

Name of Director / KMP Remuneration during F.Y. 2020-21 Remuneration during F.Y. 2019-20 % Increase in F.Y. 2020- 21 Ratio of the remuneration to the median remuneration of the employees
Ritesh Sharma Chairman & Managing Director (KMP) 1633339 1729992 - 5.58 4.46
Poonam Sharma Whole- Time Director (KMP) 1076309 1140000 - 5.58 2.94
Sathish Kumar Ganesan - CFO (KMP) 783780 693000 13.10 2.14
Priyal Singh Company Secretary (KMP) 366984 384005 - 0.04 1.01
Total Remuneration 3860412 3946997 - 0.02

* Median remuneration for the financial year 2020-21 is Rs. 366000/- (Rupees ThreeLakh Sixty Six Thousand only)

i. There were 220 permanent employees on the rolls of the Company during the financialyear 2020-21.

ii. Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the

Company:

iii. There is no change in total remuneration of Key Managerial Personnel during theyear in comparison to last year whereas the turnover of the Company has increased by22.43%.

iv. The Particulars of the employees who are covered by the Provisions contained inRule 5(2) and

Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are: a. Employed throughout the year -- Nil b. Employed for part of the year-- Nil

v. It is affirmed that remuneration paid during the financial year 2020-21 is as perthe Remuneration

Policy of the Company.

23. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business set for the Company. As a part of Risk Management policy therelevant parameters for protection of environment safety of operations and health ofpeople at work are monitored regularly.

The Board does not foresee any risk which might threaten the existence of the Company.The web link for the policy is as follows: https://www.mindpooltech.com/investors.html.

24. PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposit from the public or members of thecompany within the meaning of Section 73 of the Companies Act 2013 read with the Rulesmade thereunder.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

Sr. Particulars Brief Description
1 The steps taken or impact on conservation of energy
2 The steps taken by your Company for utilizing alternate sources of energy Your Company requires energy for its operations and the Company is making all efforts to conserve energy by monitoring energy costs and periodically reviews of the consumption of energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance / installation / upgradation of energy saving devices.
3 The capital investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION ADOPTION AND INNOVATION:

Sr. Particulars Brief Description
No.
1 The efforts made towards technology absorption Your Company uses latest technology and equipment into the business and is not engaged in any manufacturing activities.
2 The benefits derived like product improvement manufacturing activities cost reduction product development or import substitution
3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a) The details of technology imported
b) The year of import
c) Whether technology been fully absorbed?
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof
4 The expenditure incurred on Research and development Your Company has not spent any amount towards research and developmental activities and has been active in harnessing and tapping the latest and the best technology in the industry.

C. FOREIGN EXCHANGE EARNING AND OUTGO

Sr. Particulars F.Y. 2020-21 F.Y. 2019-20
1 Foreign exchange earnings Rs. 17923423 Rs. 3552146
2 Foreign exchange outgo - -

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As your Company does not attracts any of the three criteria specified as per theprovisions of Section 135 of the Companies Act 2013 it is not mandated by law to makeCorporate Social Responsibility expenditures equivalent to two percent of the average netprofits during the financial year. Irrespective of the fact of non-applicability yourCompany constantly strives to ensure strong corporate culture which emphasizes onintegrating CSR values with business objectives.

27. AUDITORS

A)Statutory Auditors: The members have appointed M/s R B Sharma and Co. CharteredAccountants (Firm Registration No. 109971W) in their 9th Annual General Meeting held onSeptember 20th 2019 for a period of five (5) consecutive years i.e. till the conclusionof the 14th Annual General Meeting of the Company and conduct audit for the F.Y. 2019-20till F.Y. 2023-24.

B) Secretarial Auditors: Pursuant to the provisions of Section 204 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Company has appointed M/s. Kanj & Co. LLP Pune to undertake theSecretarial Audit of the Company for the year under review. The Secretarial Audit Reportin form MR-3 is provided as

"Annexure-I".

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the provisions of Secretarial Standards on Boardmeeting and General Meetings issued by the Institute of Company Secretaries of India andapproved by the Central Government.

29. AUDITORS' REPORT

The Auditors' Report is with un-modified opinion and self-explanatory and do notrequire any further explanations or comments under Section 134(3) of the Companies Act2013.

There were no qualifications reservations observations or adverse remarks made by theAuditors in their report however the following remarks were made by the Auditors:

(i) "The Company has pending litigations which would impact its financial positionas under:

a) The Company has advanced an amount of Rs. 1500000/- to two service providers inF.Y 2017-18 and based on explanations provided by the Company these two vendors have notdelivered the requisite services hence Company has filed a legal case against both theparties for recovery of the Said sum of Rs. 1500000/- The outcome of the this will beknown only after the matters are heard in the court. b) The Company has filed caseagainst Agile Fintech FZ-LLC for outstanding debtors of Rs. 17 90658/- The outcome ofthe case will be known only after the matters are heard in the court."

The Board and the management of the Company has taken note of the remarks made by theAuditors and state that:

(a) The Company had made advances to two Service Providers for availing serviceshowever despite multiple follow-ups the service providers failed to fulfil their duties.One of the two service providers has assured the Company to provide appropriate servicesin the current financial year however the Company is taking all necessary legal actionsto recover the amount or availing the services.

(b) The Company is taking necessary legal actions to recover the amount due from AgileFintech FZ LLC for the services provided to them by the Company and the due amount hasbeen written-off as bad debts from the books of the Company.

30. DIRECTORS' RESPONSIBILITY STATEMENT

As per the provisions of Section 134 (5) of the Companies Act 2013 (the"Act") the Directors hereby state as under :- A. That in the preparation of theannual accounts the applicable accounting standards had been followed along with properexplanation relating to material departures;

B. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at 31st March 2021and of the profit of the company for the year ended 31st March 2021.

C. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

D. That the directors had prepared the annual accounts on a going concern basis;

E. That the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingefficiently; and

F. That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS

During the year under review there were no orders passed by the regulators or courtsor tribunals which would impact the going concern status of the Company and its futureoperations.

32. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 and Rule 12(1)of the Companies (Management and Administration) Rules 2014 the Annual Return of theCompany shall be uploaded on the website of the Company within prescribed the time periodafter the ensuing Annual General Meeting of the Company and the Annual Returns forprevious years are available on the website of the Company at:https://www.mindpooltech.com/investors.html. Also the extract of the Annual Return forthe FY 2020-21 is annexed herewith as Annexure-IV.

33. COST RECORDS APPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act2013 are not applicable to the business activities as carried out by the Company.

34. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER

SECTION 186

During the period under review the Company has not given any guarantees or securitiesas per the provisions of Section 185 and 186. However the Company has granted loan to S ATech Software India Private Limited the subsidiary company in compliance with Section 186of the Companies Act 2013 and in furtherance of the approval granted by the members ofthe Company in the 10th Annual General Meeting of the Company. The particulars of the Loangranted are as under:

SR. PARTICULAR NO S . DATE OF SPECIAL RESOLUTIO N GRANTING APPROVAL LOAN SANCTIONE D BY MEMBERS (AMOUNT IN INR) DATE OF BOARD RESOLUTIO N GRANTING APPROVAL LOAN SANCTIONE D BY BOARD (AMOUNT IN INR)
1 S A Tech Software India Private Limited (Subsidiary Company) 30th September 2020 35000000/- (Three Crore Fifty Lakh Only) 15th February 2021 7500000/- (Seventy Five Lakh Only)

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES

All contracts arrangement transaction entered by the Company during the financialyear with the related party were in the ordinary course of business and on arm's lengthbasis. Financial

Statements set out the details of all related party transactions as per accountingstandards. Details of Related Party transactions as per Section 188 have been specified inAOC-2 as

Annexure III.

36. INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial control in implementation with reference tothe Financial Statement and is operating effectively. The Company has a well-placedproper and adequate internal financial control systems which ensures that all assets aresafeguarded and protected and that the transactions are authorized recorded and reportedcorrectly. The

Company's internal financial control system also comprises due compliances withCompany's policies and Standard Operating Procedures (SOP's) supplemented by internalaudits from Internal Auditors.

37. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been constituted to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. There were no cases reported duringthe FY 2020-21 under the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013.

38. VIGIL MECHANISM / WHISTLE BLOWER

The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company have been denied access to the AuditCommittee. The web link for the policy is as follows: https://www.mindpooltech.com/investors.html.

39. EVENT BASED DISCLOSURES

The Company has not issued any shares with differential voting rights or Sweat Equityshares or shares under ESOP. The Company has not provided any money to its employees forpurchase of its own shares hence the company has nothing report in respect of Rule 4(4)Rule (13) Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules2014.

40. ACKNOWLEDGEMENT

Your Directors express their deep gratitude to the members of the Company for allsupport provided to the Company from time to time and the trust and confidence reposed inthe Board of Directors of the Company. Your Directors also wish to thank the Bankers andBusiness Associates for all the help and encouragement they extended to the Company.

By Order of the Board
For Mindpool Technologies Limited
Sd/-
Ritesh Ramavtar Sharma
Date: 21st September 2021 (Chairman & Managing Director)
Place: Pune (DIN: 02676486)

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