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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 Tenth Annual Report onthe business and operations of the Company along with the Audited Financial Statements forthe Financial Year ended March 31 2020.

1. FINANCIAL RESULTS

The details of the Company's performance for the year under reviewalong with the previous year's figures are given hereunder:

Particulars Standalone Consolidated
For the FY ended For the FY ended For the FY ended For the FY ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Income from operations 81225375 68336044 384017045 221701126
Other Income 4964746 4212911 5774765 4212911
Total Revenue 86190121 72548955 389791810 225914037
Less: Expenses 89895014 74357276 379490792 208287768
Profit Before Tax (4632660) (2635521) 9373251 16799068
Less: Tax Expense Current Tax - - 1574331 57404
Tax/ MAT adjustments for earlier years - - - -
Deferred Tax charge/ (credit) 291184 (83983) (1247549) (83983)
MAT credit - - - -
Net Profit After Tax (4923844) (3327174) 6820423 16050011
EPS (Earning Per Share) (1.16) (1.06) 1.61 5.11

2. OPERATIONAL PERFORMANCE

Consolidated Performance: The Company has shown a proven record ofconsistency and growth by its efficient performance in terms of net profit during the year2019-20 income from sales has grown to Rs. 3840 Lakhs from Rs. 2217 Lakhs thereby agrowth of 73.21%.

The Company has recorded profit before exceptional and extraordinaryitems during the year under review of Rs.93.73 Lakhs as compared to Rs. 167.99 Lakhs inthe previous year 2018-19. Net Profit Margins recorded at Rs. 68.20 Lakhs as compared toprevious year 2018-19 is Rs. 160.5 Lakhs.

Though the Consolidated year end show less growth in terms of Profitmargins as the Company has invested in new business verticals and acquired 51.02% stakesin SA Tech Software India Pvt Ltd w.e.f 7th November 2019 the impact is expected by thenext Financial year FY 20-21 and we should be able to be in profits by end of year 20-21.

We declare the PAT for the FY 2019-20 Rs. 68.20 Lakhs on consolidatedbasis.

Subsidiary Performance:

Mindpool Technologies Inc.- Mindpool US has consistently performed andcontributed a revenue of Rs. 1097.94 Lakhs and PAT of Rs. 91.30 Lakhs in the year end FY2019-20 due to maintaining the operational discipline and constantly evolving in order tobuild customers confidence.

SA Tech Software India Pvt. Ltd. since the Company is a subsidiary witheffect from 7th November 2019 the consolidation is effective from that period only andthe Revenue contributed for the FY 2019-20 is Rs 1953 Lakhs. SA Tech India has a hugeclient base and already well established company the Board is assured of the projectedbenefit of this acquisition and achieve new clients and expand business.

Standalone Performance: During the year under review your companyreported a good rise in revenue from operations of Rs. 812.25 Lakhs as compared to thePrevious Year of Rs. 683.36 Lakhs a growth of 15.86% due to planned and executedoperations of expanding its business in USA and North Region. For the year ended March312020 loss before tax stood at Rs. 46.33 Lakhs as against a Loss before tax of Rs. 26.36Lakh during the year ended March 31 2019. The total net loss is Rs. 49.24 Lakh ascompared with the previous year net loss of Rs. 33.27 Lakh.

Your Company has initiated in its other streamlined business of DigitalMarketing. For that purpose recruitment and employee benefit cost is incurred indevelopers and Sales domain. The business is now stabilized in Digital marketing andfurther to that new clientele with good fortunes have been added during the year underreview. As there is a project or milestone based billing our business should be able toachieve milestones and bill clients also see its positive impact by H1 of FY 2020-21 Whichcan eventually results in to reduce losses by H1 of FY2020-21 and will be able to showprofits by March 312021.

IMPACT OF COVID-19

Company has following guidelines issued by the Government and has takensteps to ensure safety of its employees. As the Principal office is in Pune Maharashtrathe Company has decided to open it for twice in a week with minimum attendance as requiredunder the guidelines issued following all the safety measures to be taken.

Since all the employees have been working from Home during the lockdown period therefore there was a continuity in business and no break down was noticedduring the period. Although as the Company is prime focused on IT staffing industry alittle slow down was observed which could have minimal impact on the business. We havealso considered the SEBI Advisory issued in this regard to be presented to the investorsand we are assured that there is a minimum impact on our business considering theparameters issued in the advisory. We are constantly focusing on our revenue generationand believe that we can cope-up with the current situation.

3. DIVIDEND

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

4. NATURE OF BUSINESS

Your Company continued to be engaged in IT Staffing and Recruitmentbusiness however it has started strengthening its Web application development and DigitalMarketing domain as well. There is no change in the nature of business of the Companyduring the year under review.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors reviewed the details of Business Operations done duringthe year:

a. Offerings and Profitability

b. Sales

c. Marketing and Market Environment

d. Future Prospects including constraints affecting due to Governmentpolicies.

6. LISTING INFORMATION

The equity shares of your Company are listed on the following stockexchanges under the 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.

8. DETAILS OF THE SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES

Your company has one foreign wholly owned Subsidiary Company namelyMindpool Technologies Inc. and one domestic Subsidiary company. Following are the detailsregarding the Subsidiary Company:

S.no Particulars 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 B-Wing Business
@Mantri Viman Nagar Pune
Maharashtra 411014

 

• Registered Office-National Registered Agents Inc. 160 Greentree Drive Suite 101 Dover DE 19904 in the Country of Kent. Branches- Pune Mumbai Hyderabad Bangalore Gurugram Mangalore
• Virtual Office - 3422 Old Capitol Trail Suite # 1634 Wilmington DE 19808-6192.
2 Current Nature of Business: IT consulting and staffing services. IT staffing and Project Consulting services.
3 Capital Structure of our 1500 shares of common Stock 429811 Equity shares of Rs. 10/- each
Subsidiary: with $0.01 Par Value per Share. as paidup capital.
4 Effective date of acquiring shares or date of remittance 18th May 2018 7th November 2019
5 Shareholding: Wholly Owned Subsidiary of Mindpool Technologies Limited Subsidiary of Mindpool Technologies Limited with 51.02% shareholding acquired Equity shares 219300 of Rs. 10/- at a premium of Rs. 220/- each w.e.f 7th November 2019

9. ACCOUNTS OF SUBSIDIARY COMPANIES

The Company has one wholly owned Subsidiary Company as on March 312020 and one domestic subsidiary Company details regarding the financial statements onstandalone as well as on consolidated basis have been furnished and attached to thisreport in AOC 1 for your information as per Annexure- III.

10. RESERVES

During the period under review the Company didn't transfer anyamount to reserves.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

OCCURRED BETWEEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts)Rules 2014 there is no material changes has occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the reportwhich is affecting the financial position of the Company.

12. STATEMENT OF STATEMENT OF UTILISATION OF FUNDS RAISED THROUGH IPOUNDER REGULATIONS 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS 2015.

Statement of utilisation of funds raised through IPO

During the FY 2018-19 the Company has come out with Initial PublicOffer of 1200000 Equity Shares of Face Value of Rs.10/- Each of Mindpool TechnologiesLimited for Cash at a price of Rs.30 Per Equity Share (Including a share premium of Rs.20Per Equity Share) (“Issue Price”) Aggregating to Rs.360.00 Lakhs and generatedfunds are utilised for the Objects and purpose mentioned in the Prospectus. The statementshowing deviation/ variation in utilisation of issue proceeds as disclosed in theprospectus of Company dated January 28 2019 is as under:

Sr. No Object as Stated in Prospectus Dated Jan 28 2019 Amount Proposed to be utilized 31/03/2019 Amount Utilized as on 31/03/2019 Unutilized Amount as on 31/03/2019 Amount Utilized as on 30/09/2019
1 Working Capital Requirement 190 176.778 13.222 13.222
2 Repayment of a Portion of Bank Borrowing 44 44 0 0
3 General Corporate purpose 33.40 33.40 0 0
4 Meet Issue related Expenses 92.60 92.60 0 0
Total 360 346.778 13.222 13.222

The aforesaid statement of utilization of public issue proceedspursuant to Regulation 32 (1) of the SEBI

(Listing Obligations and Disclosures Requirements) Regulations 2015has been duly reviewed by the Board. The Company hereby states that :- There has been noDeviation (s) in the use of proceeds from the objects stated in the Prospectus datedJanuary 28 2019. There has been no variation (s) between projected utilization of fundsmade by it in the Prospectus 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 executiveand non-executive independent directors.

As on the date of this report Board of Directors of the Companycomprises of total five directors. The Composition of the Board of Directors is as under:

Name of the Director Category and Designation
Mr. Ritesh Sharma (DIN 02676486) Chairman & Managing Director
Mrs. Poonam Sharma (DIN 03397469) Whole-Time Director
Mr. Narrottam V. Joshi (DIN 08077693) Non- Executive Independent Director
Mr. Jeendru Venkat Reddy (DIN 08093303) Non- Executive Independent Director
Mr. Kaustubh Karwe (DIN 08553122) Additional Director- Non- Executive Independent
Director

During the year Mr. Kaustubh Karwe (DIN 08553122) was appointed asAdditional Director- Non- Executive Independent Director on the Board of the Company w.e.f23rd September 2019. During the year Mr. Dattatreya Pendyal (DIN 08083948) Non- ExecutiveNon- Independent Director has expressed his inability to continue as the Director on theBoard of the Company and his resignation has been considered and taken on record by theBoard w.e.f 18th March 2020.

Pursuant to Section 149 152 and other applicable provisions of theCompanies Act 2013 1/3rd of the Directors are liable to retire by rotation and ifeligible offer themselves for re-appointment. In the ensuing Annual General Meeting Mrs.Poonam Ritesh Sharma DIN (03397469) Whole-Time Director of the Company liable to retire byrotation at the ensuing AGM and being eligible offer herself for re-appointment.

In pursuant to provisions of Section 203 of the Companies Act 2013read with the applicable rules and other applicable provisions of the Companies Act 2013the designated Managerial Personnel and Key Managerial Personnel (KMP)of the Company as on31st March 2020 are as follows:

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

* w.e.f 24th May 2019 Mr. Ritesh Sharma was designated as Chairman& managing Director of the Company.

14. NUMBER OF BOARD MEETINGS

During the year under review Six (6) Board Meetings were convened onthe following dates:

26th April 2019 24th may 2019 12th August 2019
23rd September 2019 14th November 2019 28th February 2020

The Board of Directors met 6 times during the FY ended March 2020 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder. Theintervening gap between two board meetings was within the period prescribed under theCompanies Act 2013 and as per Secretarial Standard-1. Directors Attendance for Boardmeetings was as follows:

S.No Name of Director

No. of Board meeting

Held Attended
1. Ritesh Sharma 6 6
2. Poonam Sharma 6 5
3. Narrottam Joshi 6 1
4. Jeendru Reddy 6 6
5. Dattatreya Pendyal 6 1
6. Kaustubh Karwe (W.e.f 23rd Sept. 2019) 2 2

15. GENERAL MEETINGS:

During the year under review Annual General Meeting was held on 20thSeptember 2019.

16. COMMITTEES

Presently the Board has Three (3) Committees i.e. Audit CommitteeNomination & Remuneration Committee and Stakeholder Relationship Committeeconstitution of which is given below:

Audit Committee

Name of Director Status in Committee Designation
Mr Jeendru V Reddy Non-Executive Independent Chairman
W.e.f 20.05.2019 Director
Mr Narottam Joshi Non-Executive Independent Member
Director
Mr Dattareya Pendyal Non- executive Non- Member
(Resigned on 18.03.2020) Independent Director
Mr. Ritesh Sharma Chairman and Managing Member
w.e.f 12.08.2019 Director
Mr. Kautubh Karwe Non-Executive Independent Member
(w.e.f 23.09.2019) Director

The role of the audit committee shall include the following:

1. oversight of the listed entity's financial reporting processand the disclosure of its financial information to ensure that the financial statement iscorrect sufficient and credible;

2. recommendation for appointment remuneration and terms ofappointment of auditors of the listed entity;

3. approval of payment to statutory auditors for any other servicesrendered by the statutory auditors;

4. reviewing with the management the annual financial statements andauditor's report thereon before submission to the board for approval with particularreference to: a) matters required to be included in the director's responsibilitystatement to be included in the board's report in terms of clause (c) of sub-section(3) of Section 134 of the Companies Act 2013; b) changes if any in accounting policiesand practices and reasons for the same;

c) major accounting entries involving estimates based on the exerciseof judgment by management;

d) significant adjustments made in the financial statements arising outof audit findings;

e) compliance with listing and other legal requirements relating tofinancial statements;

f) disclosure of any related party transactions;

g) modified opinion(s) in the draft audit report; 5. reviewing withthe management the quarterly financial statements before submission to the board forapproval;

6. reviewing with the management the statement of uses / applicationof funds raised through an issue (public issue rights issue preferential issue etc.)the statement of funds utilized for purposes other than those stated in the offer document/ prospectus / notice and the report submitted by the monitoring agency monitoring theutilisation of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter;

7. reviewing and monitoring the auditor's independence andperformance and effectiveness of audit process;

8. approval or any subsequent modification of transactions of thelisted entity with related parties;

9. scrutiny of inter-corporate loans and investments;

10. valuation of undertakings or assets of the listed entity whereverit is necessary; 11. evaluation of internal financial controls and risk managementsystems;

12. reviewing with the management performance of statutory andinternal auditors adequacy of the internal control systems;

13. reviewing the adequacy of internal audit function if anyincluding the structure of the internal audit department staffing and seniority of theofficial heading the department reporting structure coverage and frequency of internalaudit; 14. discussion with internal auditors of any significant findings and follow upthere on;

15. reviewing the findings of any internal investigations by theinternal auditors into matters where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and reporting the matter to the board;

16. discussion with statutory auditors before the audit commencesabout the nature and scope of audit as well as post-audit discussion to ascertain any areaof concern;

17. to look into the reasons for substantial defaults in the payment tothe depositors debenture holders shareholders (in case of non-payment of declareddividends) and creditors; 18. to review the functioning of the whistle blower mechanism;

19. approval of appointment of chief financial officer after assessingthe qualifications 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 shall mandatorily review the following information:

1. management discussion and analysis of financial condition andresults of operations;

2. statement of significant related party transactions (as defined bythe audit committee) submitted by management;

3. management letters / letters of internal control weaknesses issuedby the statutory auditors;

4. internal audit reports relating to internal control weaknesses; and

5. the appointment removal and terms of remuneration of the chiefinternal auditor shall be subject to review by the audit committee.

6. statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoringagency if applicable submitted to stock exchange(s) in terms of Regulation 32(1).

(b) annual statement of funds utilized for purposes other than thosestated in the offer document/prospectus/notice in terms of Regulation 32(7).

(A) Nomination & Remuneration Committee

Name of Director GHT>Status in Committee Designation
Mr Jeendru V Reddy Non-Executive Independent Director Chairman
Mr. Narottam Joshi Non-Executive Independent Director Member
Mr Dattareya Pendyal (Resigned on 18.03.2020) Non- executive Non- Independent Director Member
Mrs. Poonam Ritesh Sharma w.e.f 12.08.2019 Whole-Time Director Member
Mr. Kautubh Karwe (w.e.f 23.09.2019) Non-Executive Independent Director Member

Salient Features of the Policy are as follows: OBJECTIVE

The Key Objectives of the policy would be:

1. To guide the Board in relation to appointment and removal ofDirectors Key Managerial Personnel and Senior Management

2. To recommend to the Board on Remuneration payable to theDirectors Key Managerial Personnel and Senior Management.

TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE

1. To formulate a criteria for determining qualificationspositive attributes and independence of a Director.

2. Formulate criteria for evaluation of Independent Directorsand the Board.

3. Identify persons who are qualified to become Directors andwho may be appointed in Senior Management in accordance with the criteria laid down inthis policy.

4. To carry out evaluation of every Director's performance.

5. To recommend to the Board the appointment and removal ofDirectors and Senior Management.

6. To recommend to the Board policy relating to remuneration forDirectors Key Managerial Personnel and Senior Management.

7. Ensure that level and composition of remuneration isreasonable and sufficient relationship of remuneration to performance is clear and meetsappropriate performance benchmarks

8. To devise a policy on Board diversity.

9. Identify persons who are qualified to become directors andwho may be appointed in senior management in accordance with the criteria laid down andrecommend to the Board their appointment and removal

10. Recommend to the Board remuneration including salary perquisiteand commission to be paid to the Company's Executive Directors on an annual basis oras may be permissible by laws applicable.

11. Recommend to the Board the Sitting Fees payable for attending themeetings of the Board/Committee thereof and any other benefits such as Commission ifany payable to the Non- Executive Directors.

12. Setting the overall Remuneration Policy and other terms ofemployment of Directors wherever required.

13. Removal should be strictly in terms of the applicable law/s and incompliance of principles of natural justice

14. To carry out any other function as is mandated by the Board fromtime to time and / or enforced by any statutory notification amendment or modificationas may be applicable. 15. To perform such other functions as may be necessary orappropriate for the performance of its duties.

POLICY RELATING TO REMUNERATION OF DIRECTORS KMP & SENIORMANAGEMENT PERSONNEL:

1. No director/KMP/ other employee is involved in deciding hisor her own remuneration.

2. The trend prevalent in the similar industry nature and sizeof business is kept in view and given due weight age to arrive at a competitive quantum ofremuneration.

3. Improved performance should be rewarded by increase inremuneration and suitable authority for value addition in future.

4. Remuneration packages should strike a balance between fixedand incentive pay where applicable reflecting short and long term performance objectivesappropriate to the Company's working and goals.

5. Provisions of law with regard making payment of remunerationas may be applicable are complied.

6. Whenever there is any deviation from the Policy thejustification /reasons should also be indicated / disclosed adequately.

7. Executive remuneration is proposed by the Committee andsubsequently approved by the Board of Directors. Executive remuneration is evaluatedannually against performance. In determining packages of remuneration the Committee maytake the advice of the Chairman/ Managing Director of the Company.

8. Nomination and Remuneration Policy is made available on thewebsite of Mindpool Technologies Limited the web link is :https://www.mindpooltech.com/investors.html

(C) Stakeholders Relationship committee:

Name of Director Status in Committee Designation
Mr Jeendru V Reddy Non-Executive Independent Director Chairman
Mr. Narottam Joshi Non-Executive Independent Director Member
Mr Dattareya Pendyal Non- executive Non- Member
(Resigned on 18.03.2020) Independent Director

The Stakeholder Relationships Committee shall oversee all matterspertaining to investors of our Company. The terms of reference of the Investor GrievanceCommittee include the following:

I. Redressal of shareholders'/investors' complaints;

II. Reviewing on a periodic basis the Approval of transfer ortransmission of shares debentures or any other securities made by the Registrar and ShareTransfer Agent; III. Issue of duplicate certificates and new certificates onsplit/consolidation/renewal; IV. Non-receipt of declared dividends balance sheets of theCompany; and V. Carrying out any other function as prescribed under the SEBI (ListingObligation and Disclosure VI. Requirements) Regulations 2015.

The details of Investors complaints received and resolved during theFinancial Year 2019-20 are as under:

No. of Investors Complaints received during the year No. of Investors Complaints Resolved during the year No. of Investors Complaints Pending as on 31st March
2019-20 2019-20 2020
0 0 0

17. EVALUATION OF BOARD OF DIRECTORS COMMITTEES AND INDIVIDUALDIRECTOR

The Nomination & Remuneration Committee has set up formal mechanismto evaluate the performance of the Board of Directors as well as that its Committee andindividual Directors including Chairman of the Board Key Managerial Personnel/ SeniorManagement etc. The exercise is to be carried out through an evaluation process coveringaspects such as composition of the Board experience competencies government issues statement regarding opinion of the Board with regard to integrity expertise andexperience (including the proficiency) of the independent directors appointed during theyear etc.

18. DECLARATION BY INDEPENDENT DIRECTORS

As per the requirement of section 134(3)(d) of the Companies Act 2013the Company is required to attach the statement on declaration given by the IndependentDirectors under Section 149(6) with the Report. Your Company has received the saiddeclaration from all the Independent Directors.

19. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 relating to CorporateGovernance Disclosure is not applicable to the Company listed on the SME platform. Hencethe Company is not required to disclose information as covered under Para (C) (D) and (E)of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

As per Para (F) of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company do not have and is not required tohave the demat suspense account neither unclaimed suspense account.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis report for the year under reviewas stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed asAnnexure- V hereto and forms part of this Report.

21. MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to themedian employee's remuneration and other details as required pursuant to Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) 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 20 forming part of the Directors Report.

22. PARTICULARS OF EMPLOYEE

The information required pursuant to Section 197 read with Rule5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company is as follows:

i. The percentage increase in remuneration of each Director ChiefExecutive Officer and Chief Financial Officer during the Financial Year 2019-20 ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2019-20 and the comparison of remuneration of each KeyManagerial Personnel (KMP) against the performance of the Company are as follows:

Name of Director / KMP Remuneration of the Director / KMP in F.Y. 2019-20 Remuneration of the Director / KMP in F.Y. 2019-20 % Increase in F.Y. 2019-2020 Ratio(times) of the remuneration of each director to the median remuneration of the employees
Ritesh Sharma Chairman & Managing Director (KMP) 1729992 1729992 0.00 4.61
Poonam Sharma Whole- Time Director (KMP) 1140000 1140000 0.00 3.04
Sathish Kumar Ganesan - CFO (KMP) 660000 693000 5% 1.85
Priyal Singh Company Secretary (KMP) 320004 384005 20% 1.02

*Median remuneration for the financial year 2019-20 is Rs. 375000/-(Rupees Three Lakhs Seventy-Five Thousand only)

i. There were 209 permanent employees on the rolls of the Companyduring the financial year 2019-20.

ii. Comparison of Remuneration of the Key Managerial Personnel(s)against the performance of the Company:

iii. There is no change in total remuneration of Key ManagerialPersonnel during the year in comparison to last year whereas the turnover of the Companydecreases -18.86%.

iv. The Particulars of the employees who are covered by the Provisionscontained in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial 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 year ended March31 2019 is as per the Remuneration Policy of the Company.

23. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business set for the Company. As a part of Risk Managementpolicy the relevant parameters for protection of environment safety of operations andhealth of people at work are monitored regularly. The Board does not foresee any riskwhich might threaten the existence of the Company. The web link for the policy is asfollows: https://www.mindpooltech.com/investors.html

24. PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposit from the publicwithin the meaning of Section 73 of the Companies Act 2013 read with the Rules madethereunder.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

A. CONSERVATION OF ENERGY
1 The steps taken or impact on conservation of energy Your Company requires energy for its operations and the Company is making all eff orts 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.
2 The steps taken by your Company for utilizing alternate sources of energy
3 The capital investment on energy conservation equipment.
B. Technology Absorption Adoption and Innovation:
1 The efforts made towards technology absorption Your Company uses latest technology and equipment's into the business. Further your Company 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

2019-20 2018-19
Foreign exchange earnings Rs. 932426 Rs. 2485627
Foreign exchange outgo - -

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 are notapplicable to your Company. However the Company constantly strives to ensure strongcorporate culture which emphasizes on integrating CSR values with business objectives.

27. AUDITORS

A) Statutory Auditors

The members has approved appointment of R B Sharma and Co. CharteredAccountant (Firm Registration No. 109971 (w)) in the 9th Annual General meeting held onSeptember 20 2019 for the appointment for Five (5) Consecutive Years i.e. FY 2019-20 till2023-24 they shall continue to act as the Statutory Auditors of the Company for the FY2020-21.

B) Secretarial Auditors

Pursuant to the Section 204 of Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Kanj & Co. LLP Pune to undertake the Secretarial Audit of theCompany for the year under review. The Secretarial Audit Report is provided as

“Annexure-II”.

Compliance with Secretarial Standards:

The Company has complied with all the provisions of SecretarialStandards on Board meeting and General Meetings issued by the Institute of CompanySecretaries of India and approved by the Central Government. Certain observations arereceived to which management has replied as follows:

1. THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:

i. The Notice convening the 9th Annual General Meeting didnot contain an explanatory statement disclosing the proposed fees payable to the incomingauditors statutory auditor(s) along with terms of appointment any material change in thefee payable to such incoming auditor from that paid to the outgoing auditor along with therationale for such change basis of recommendation for appointment including the detailsin relation to and credentials of the statutory auditor(s) proposed to be appointed.

Accordingly the Company has not complied with Regulation 36(5) of theSEBI (LODR) 2015. Management Reply:

The Previous Statutory Auditors has duly resigned stating the reason ofpreoccupation and due to which new statutory auditors were recommended by the Board andAudit Committee subject to shareholder's approval which is also stated in theAuditors clause of the Board Report of the FY 2018-19

. However in the Notice sent to Shareholders it is missed to be attachthe above statement but the Company has the copy of terms of Appointment and forms filedwith ROC Pune in its records and open always for inspection by any stakeholder who wantto inspect the same. Further management will take due care in the coming financial yearfor avoiding such type of discrepancy.

2. FOREIGN EXCHANGE MANAGEMENT ACT 1999

i. The Company has submitted the Annual Performance Report pertainingto its foreign subsidiary for year ended 31st March 2019 with delay and tothat extent the Company has not complied with Regulation 15(iii) and 15(iv) of ForeignExchange Management (Transfer or Issue of any Foreign Security) Regulations 2004.

Management Reply: The Company has filed the Annual Performance Reportfor the year ended 31st March 2019 with the delay of one month and the same is underprocess with the concerned authority and the Company is taking necessary steps to complywith this requirement.

C) Internal Auditor:

In accordance with provision of Section 138 of the Companies Act 2013and Rules made thereunder your Company has appointed Ms. Laxmi Trivedi for the FY 2018-19and 2019-20 and Mr. Sameer Kulkarni for FY 2020-21 as the Internal Auditor of the Companyand takes their suggestions and recommendation to improve and strengthen the internalcontrol system.

28. AUDITORS' REPORT

The Auditors' Report is with un modified opinion andself-explanatory and do not require any further explanations or comments under Section134(3) of the Companies Act 2013. There were no qualifications reservations or adverseremarks made by the Auditors in their report.

29. DIRECTORS' RESPONSIBILITY STATEMENT

Under 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 the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

B. That the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company as at 31stMarch 2020 and of the loss of the company for the year ended 31st March 2020.

C. That the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

D. That the directors had prepared the annual accounts on a goingconcern basis; and E. That the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating efficiently.

F. That system to ensure compliance with the provisions of allapplicable laws was in place and was adequate and operating effectively.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS

During the year under review there were no orders passed by theregulators or courts or tribunals which would impact the going concern status of theCompany and its future operations.

31. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 andRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in Form-MGT 9 as part of this Annual Report has been enclosed as Annexure Iand on the below mentioned weblink of the Company. WEBLINK :https://www.mindpooltech.com/investors.html

32. COST AUDIT APPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of theCompanies Act 2013 are not applicable to the business activities as carried out by theCompany. 33. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 During theperiod under review the Company has not granted any loans or given any guarantees. Howeveron 7th November 2019 the Company has acquired 51.02% of the paid-up share capital of SATech Software Private Limited for a consideration of Rs. 50439000/- (Rupees Five CroresFour Lakhs Thirty-Nine Thousand Only) in compliance with Section 186 of the Companies Act2013.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts arrangement transaction entered by the Company duringthe financial year with the related party were in the ordinary course of business and onarm's length basis. Financial Statements set out the details of all related partytransactions as per accounting standards. Details of Related Party transactions as perSection 188 have been specified in AOC-2 as Annexure - IV

35. INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial control in implementationwith reference to the Financial Statement and is operating effectively. The Company has awell-placed proper and adequate internal financial control systems which ensures that allassets are safeguarded and protected and that the transactions are authorized recordedand reported correctly. The Company's internal financial control system alsocomprises due compliances with Company's policies and Standard Operating Procedures(SOP's) supplemented by internal audits from Internal Auditors.

36. 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 withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints

Committee (ICC) has been constituted to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. There were no cases reported during the FY 2019-20 underthe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013.

37. VIGIL MECHANISM / WHISTLE BLOWER

The Company has adopted a Vigil Mechanism Policy to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee. The web link for the policy is as follows:https://www.mindpooltech.com/investors.html

38. EVENT BASED DISCLOSURES

The Company has not issued any shares with differential voting rightsor Sweat Equity shares or shares under ESOP. The Company has not provided any money to itsemployees for purchase of its own shares hence the company has nothing report in respectof Rule 4(4) Rule (13) Rule 12(9) and Rule 16 of the Companies (Share Capital &Debentures) Rules 2014.

39. HUMAN RESOURCES

Your Company treats its “human resources” as one of its mostimportant 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.

40. ACKNOWLEDGEMENT

Your Directors express their deep gratitude to the members of theCompany for all support provided to the Company from time to time and the trust andconfidence reposed in the Board of Directors of the Company. Yours Directors also wish tothank the Bankers and Business Associates for all the help and encouragement they extendedto the Company.

By Order of the Board
For Mindpool Technologies Limited
(Formerly known as Mindpool Technologies Private Limited)
Sd/-
Ritesh Ramavtar Sharma
Chairman & Managing Director
DIN:02676486
Date : 3rd September 2020
Place: Pune

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