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Mindteck (India) Ltd.

BSE: 517344 Sector: IT
NSE: MINDTECK ISIN Code: INE110B01017
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VOLUME 9354
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P/E 28.19
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OPEN 95.30
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VOLUME 9354
52-Week high 133.70
52-Week low 26.25
P/E 28.19
Mkt Cap.(Rs cr) 240
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mindteck (India) Ltd. (MINDTECK) - Director Report

Company director report

To the Members

The Directors hereby present the Thirtieth Annual Report of your Company along with theAudited Financial Statements for the Financial Year ended March 31 2021. The Consolidatedperformance of the Company and its Subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(in Rs. Million)

Standalone Consolidated
Particulars Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
Revenue from operations 1039.8 923.1 2867.2 2761.3
Other income 28.3 18.4 45.5 17.5
Employee benefits expense 708.1 662.4 1947.8 1992.4
Cost of technical sub-contractors 23.3 21.8 491.1 417.1
Other expenses 125.6 165.9 232.1 306.9
Profit before finance cost depreciation taxes amortisation 211.1 91.4 241.7 62.4
Finance cost 13.0 18.7 16.5 22.6
Depreciation and Amortisation expense 58.4 61.5 63.9 70.4
Exceptional Item - 599.3 - 610.1
Profit Before Tax 139.7 (588.1) 161.3 (640.7)
Tax expense 54.4 4.3 52.7 7.3
Profit After Tax 85.3 (592.4) 108.6 (648.0)
Paid-up Equity Share Capital 256.2 256.2 252.1 252.1
Basic Earnings Per Share (EPS) 3.33 (23.12) 4.31 (25.71)

2. COMPANY AFFAIRS Standalone

On a Standalone basis your Company recorded revenue of Rs. 1039.8 million as againstRs. 923.1 million in the previous financial year. Mindteck's profit after tax stood at Rs.85.3 million as against a loss of Rs. 592.4 million in the previous financial year. At anoperating margin level Mindteck recorded EBITDA (including other income and excludingexceptional items) of Rs. 211.1 million (20.3%) during this financial year as against Rs.91.4 million (9.9%) last year.

Consolidated

During the financial year under review your Company recorded Consolidated revenue ofRs. 2867.2 million as against Rs. 2761.3 million in the previous financial year. Of theConsolidated revenue that was recorded 54.6% is attributed to the US and the balancepertains to the rest of the world.

Mindteck's Consolidated profit aftertax for the financial year stood at a profit of Rs.108.6 million as against loss of Rs. 648.0 million in the corresponding previousfinancial year.

At an operating margin level Mindteck recorded EBITDA (including other income andexcluding exceptional items) of Rs. 241.7 million (8.4%) during this financial year asagainst Rs. 62.4 million (2.3%) last year.

There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of this report.

3. DIVIDEND

The Board has not recommended any dividend for the year ended March 31 2021.

4. BUSINESS FOCUS AND HIGHLIGHTS

Mindteck provides a unique blend of engineering value and technology know-how to atop-tier clientele of Fortune 1000 companies start-ups leading universities andgovernment entities around the globe. Since its establishment in 1991 the Company's nicheknowledge and expertise has led to engagements with industry leaders includingthe top 5Data Storage companies top 3 Medical Device companies top 6 Semiconductor companies andtop 7 Analytical Instrument companies.

The Company's legacy expertise in embedded systems enterprise applications testingand professional services complements expanded competencies in digital engineering.Appraised at CMMI Level 5 the highest form of third-party validation the Company standsout among industry peers for process capability and maturity.

Mindteck has a strong track record of supporting clients with knowledge that matters tomaximise their R&D and technology investments gain competitive advantage and becomefuture- ready. The Company delivers on a variety of requirements such as designing newproducts and reengineering older ones; fulfilling compliance requirements; conceptualisingand developing test frameworks; automating and modernising systems; developing control andmonitoring software; cloud migration and enablement of applications; data visualisationand analytics; wireless communications and sourcing deploying and retaining top-notch ITtalent.

The Company's ‘best-shore delivery model' provides clients with a mix of onsiteoffshore near-shore offshore-onsite and other hybrid options across geographies forfaster and more efficient service delivery.

Current partner and alliances include: Intel Partner Alliance Microsoft' GoldApplication Development Partner NetApp SNIA CMMI Institute and the IoT Global Network.The Company is also one of the Founding Members of The Atlas of Economic Complexity adata visualisation tool for research developed by the Growth Lab at Harvard University'sCenter for International Development.

Over the last three years Mindteck has consistently improved its rank in thethird-party rating considered the industry standard for benchmarking service providersacross capabilities. In 2020-21 the Company improved its ratings across all ER&Dservices moved into an Emerging and Expansive Player in Digital Services and became anEstablished and Niche Player for IoT Services.

Product Engineering

Mindteck's end-to-end product engineering service offerings encompass core competenciesin embedded design; application development support and maintenance; product lifecyclemanagement; system integration; reengineering sustenance and optimisation; productconceptualisations feasibility studies and prototyping. Domain-specific trained engineerswork seamlessly as extended engineering teams to help clients maximise their potential fornew product development and continually enhance or modernise existing products.

Notable projects for 2020-21 include:

• Collaboration with a longstanding client to create product engineering solutionsfor the debut of a new AV room product for a global leader in advanced workplacetechnology. The product provides integrators with high-value plug and play capabilitiesfor expanding classrooms and smaller meeting space businesses.

• System validation of new equipment for a medical technology company.

• Development of medical equipment in the area of probe disinfection withsolutions in hardware software and cybersecurity.

• Gateway-related projects for home automation as well as mobile verifieraccessories for a leading audio electronics company.

• Product development and testing for a multinational electronics company.

Digital Engineering

Mindteck's digital engineering portfolio is comprised of selected solutions servicesand technologies which complement our product engineering portfolio and help clientscompete innovate and propel forward along the digital continuum: data seivices cloudmobility IoT-based solutions and cybersecurity.

According to recent industry reports Engineering R&D spend stayed resilient andgrew during 2020 despite COVID-19. Apart from the spend towards traditional ER&Dsendees digital engineering spend is accelerating across industries and is expected torepresent 47% of the total ER&D spending by 2023. Mindteck's growing strength in thisarea is evidenced by our focused efforts in remote patient monitoring telemedicine IoT-based smart asset tracking smart and connected devices smart grid and smart streetlighting.

Data Services

Mindteck's data services capabilities now leverage the data ecosystem to supportclients' need to move process and use data for competitive advantage as well as foroperational compliance and decision-making requirements. The portfolio includes servicesand solutions for enterprise data management AI and ML advanced analytics analyticaldashboards dedicated data analytics R&D labs as well as strategic consulting to helpguide clients to data maturity.

Internet of Things (IoT)

During 2020-21 Mindteck enhanced its IoT solutions portfolio with the development ofan IoT Framework comprised of:

• Edge devices for monitoring and control

• Low-Power Wide-Area Network (LPWAN) for sensor and actuator connectivity

• Solution deployment on the cloud and on-premises

• Web and mobile applications

• Addition of computer vision with AI and ML capabilities as well as dataanalytics Various components of this Framework have been optimised to provide keysolutions for IoT applications as follows:

• Solutions for the manufacturing industry with process quality and productivityimprovement in compliance with Industry 4.0 requirements - including Machine-to-Machine(M2M) communication providing connectivity between sensors machines and operators forbetter production yield and efficiency.

• Smart solution for energy saving and conservation for utilities - includinglighting controllers smart metering solar plant management and software applicationsfor Network Operations Centres (NOCs).

• Video surveillance and image processing for object detection and classificationto provide security and automated inspection solutions - with AI/ML capabilities.

• Asset tracking solutions with Radio Frequency Identification (RFID) andBluetooth Low Energy (BLE) for the healthcare and manufacturing industries.

Cloud

Mindteck's cloud discipline covers an array of cloud-based IT seivices that deliversustainable software solutions to optimise clients' investments together withapplications to help ensure reduced IT infrastructure costs and increased flexibility. TheCompany's cloud infrastructure expertise includes offerings that span across multiplecloud environments such as private public and hybrid and cloud inter-op solutions suchas multi-cloud storage. Key focus areas include:

Servertess Solutions: Serverless is the next evolution from monolithic applicationarchitecture after service-oriented architecture and micro-services architectures. As perexperts it is among the top five fastest-growing PaaS cloud services. This year Mindtecksupported a client in the development of a true serverless application.

DevOps: Developing scalable and secured Continuous Integration/ Continuous Delivery(CI/CD) pipelines to improve software delivery requires a DevOps or site reliabilityengineering approach. Mindteck as a solid DevOps partner has a proven track record ofbuilding pipelines that help clients improve and enhance product quality.

Hybrid Cloud Appliances: Custom stacks that extends a client's local data centre toseamlessly connect with the public cloud for on-demand dynamic provisioning of the tTinfrastructure resourced by leveraging existing investments made by the user. Thisprovides resource optimisation for better TCO and improved ROT

Interoperable Cloud Storage: SNtA/CDMt standai ds-compliant solution that helps inbuilding the right cloud storage strategy for business solutions needing high storagerequirements without compromising on security standards and performance requirements ftalso addresses low-cost storage needs.

Business Data Analytics: Mindteck has built a solution hosted on Amazon EC2 thatleverages cloud infrastructure to provide the best analytical solutions in terms ofdashboard custom reports and data mining capabilities.

Cloud Migration: Services to move applications/infi asti ucture and data to the cloudplatform such as Amazon Web Services (AWS) and Microsoft Azure.

Application Development and Deployment: At platform such as Azure and AWS as taaS.

Security and Compliance: Security and compliance for the healthcare domain.

Cloud Testing Competencies:

• Application: Testing on the whole cloud for system function validationintegration regression testing end-to-end business workflows browser compatibility aswell as performance and scalability evaluation.

• Network: Testing different network bandwidths protocols and successful transferof data through network cloud and network connectivity latency and packet loss.

• Infrastructure: Testing for disaster recovery backups and failureavailability secure connection and storage policies.

• Performance and Scalability: Testing multiple user actions and disruptions dueto scaling; load and stress conditions with increased traffic; multi-tenancy; scalabilityunder different conditions.

• Security: Testing for authorisation and authentication data encryptionintegrity accessibility security settings for firewall VPN among others.

• Migration: Data migration and live upgrade testing.

Highlights for 2020-21 are as follows:

• Developed a centralised Fault Documentation and Catalogue System to unify theinspection process with Serverless Architecture.

• Developed a Connected Clock for biometric registration data using the Azure IoTHub. It is a multi-tenant application with device provisioning and real-time datamonitoring.

• Deepened relationships with existing storage clients by supporting them in theareas of hyper-converged infrastructure multi-cloud storage test automation and DevOpsimplementation.

Mobility

The unusual turn of events in 2020 increased the use of digital services more than everbefore. Mobile devices have become more personal than the personal computer as businessesand organisations are seeking mobile applications to woo users and maintain a competitiveedge.

E-commerce companies have shifted their focus to mobile applications to reach out tomass markets and the surge of smart appliances and machines are slowly paving way formore and more technical users to use their mobile phones to configure monitor and controlvarious smart installations. With these two sectors expanding rapidly social media andthe entertainment and gaming industries have been influencing the user experience of allmobile applications being developed.

Over the past few years Mindteck has adapted to this demand by building a dedicatedteam for mobility development and testing which has been adding the power of mobileapplications for existing industry verticals. Apps developed include those for:

• Smart Energy

• Medical Patient Monitoring

• IoT Device Monitoring and Management

• Industrial Workforce Applications

• Automated Meter Reading Tools

• Smart Parking

• Asset Tracking

• Library and Knowledge Management Systems

• Insurance Field Agent

• Vehicle Infotainment

The mobile applications developed by Mindteck span across standard consumer mobilephones to specialised Android-based touchscreen hand-held devices and industrial tablets.

The Company is proficient in the development of these applications on various popularplatforms for both Native Android Native iOS Hybrid and even in a few casescombinations of Native and Hybrid technologies. Data security measures are taken intoaccount and qualifying third-party security audits are conducted when required.

The Mindteck mobility team has implemented advanced programming such as devicecommunication across multiple protocols integration with third party libraries mapspayment gateways back-end API integration dynamic reporting and data security under thehood. At the same time the team designs intuitive UI/UX to give end users the seamlesspeople-centric experience they have grown accustomed to with their mobile phones.

Cybersecurity

Mindteck continuously strives to update and expand its capabilities to help clientscompete innovate and propel forward along the digital continuum. During the year at handthe Company focused some efforts toward the global cybersecurity services segment whichaccording to a report by Grand View Research Inc. is expected to reach USD 192.70billion by 2028 registering a CAGR of 10.2% over the 2021-2028 forecast period.

Specifically the Company began offering services such as Vulnerability AssessmentPenetration Testing Threat Modelling and Threat Analytics. It completed a ThreatModelling and Threat Analytics of a connected medical device in an ambulance for a leadingUS medical device manufacturer. Additional projects related to our existing industryverticals are in progress.

Testing

Mindteck's hallmark end-to-end testing discipline encompasses manual black box testingwhite box testing test automation security/penetration tests regression testingperformance testing prototype testing unit testing multilingual and business/ useracceptance testing. Over the years the Company has supported most clients with one or amultitude of test services specifically for web mobile embedded device and otherapplications; networks; hardware and firmware; databases; web services; cloud;connectivity; interoperability. Mindteck's niche knowledge for domain-specific testingsuch as for data storage is also a core strength.

Highlights for the year 2020-21 include:

• The win of a new data storage logo for whom we are in involved in thedevelopment and testing of a petabyte-scale cloud storage solution.

• End-to-end manual and automation testing for a Building Management Systemcatering to next-generation smart stadiums and integration components.

• Functional validation of an application for automated positive pressure solidphase extraction

IT Infrastructure Services

The pace of growth in cloud and a variety of emerging technologies combined withincreased demand throughout the pandemic helped prompt the Company to establish adedicated IT Infrastructure team focused on the following portfolio of services:

Remote Infrastructure Support

Remote Infrastructure Management (RIM) - including the management of computer hardwareand software such as workstations servers network devices storage devices and ITsecurity devices. Sub-services include:

• Data Centre Management: Monitoring and management of servers database middletier application messaging and storage

• Network Management: Monitoring and management of routers switches VOIP devicesand network links

• Security Management: Monitoring and management of firewall IPS IDS VPN PKIetc.

• Desktop Management: Remote maintenance of desktop/ laptops file and printservers printer and scanners

ITIL-Compliance Processes SLA

• Proactive monitoring and incident management

• Problem change and configuration management

• Asset management and patch management

• Availability management

• Process consulting audits and reviews

• 24/7 support

Vulnerability Assessment and Penetration Testing (VA/PT)

VA/PT helps to protect against network and application breaches by providing visibilityof security weaknesses and the guidance to address them. It is increasingly important forenterprises that want to achieve compliance with standards including the GDPR ISO 27001and PCI DSS.

Vulnerability Assessment - carried out through vulnerability scans is designed to helpidentify classify and address security risks. This exercise does not include exploitingthe vulnerabilities observed during the scanning process.

Penetration Testing - a multi-layered security assessment that uses a combination ofmachine and human-led techniques to identify and exploit vulnerabilities in theinfrastructure systems and applications.

Service areas include:

• Network VA/PT - involving a rigorous testing of the network to obtaininformation of backdoor entries into a network. It establishes the possibility ofpenetrating the network to obtain access to the internal IT infrastructure applicationsoftware and data.

• Infrastructure 1/A - involves the scanning of the IT infrastructure to ensurethat IT assets are configured as per business and security requirements and that theinternal environment is safe and secure.

• Application Software VA/PT - vulnerabilities within web-based applicationsoftware (internet and mobile) are easily exploited to obtain sensitive data or compromisecustomer information. Automated and manual tests are carried out to identify suchvulnerabilities and ensure the robustness of the application.

Change in Nature of Business

There were no changes in the Nature of Business of the Company during the year.

5. QUALITY

During 2020-21 Mindteck continued to transform its quality management system processesin order to enhance modularity and scalability. Using Lean Principles ETVX and SWIMLANESthe Company successfully completed the enhancement of organisational capabilities inprocess management project management and engineering to continue consistently deliveringquality products and services to clients in time and within budget.

The transformed processes comport to the latest industry standards and frameworks andhave been validated through ISO audits for ISO 27001:2015 and ISO 13485:2016 which werecompleted successfully in February 2021. The highlight of the year was being appraised atCMMI DEV Version 1.3 Maturity Level 5 which again reflects our confidence in thetransformed Quality Management System's ability in enabling projects to achieve thehighest levels of customer satisfaction.

In addition several guidelines were released to strengthen the Company's ability todeliver critical safety applications in the medical device domain. With respect toinformation security the Company also successfully completed the ISO 27001:2013surveillance audit.

In 2021-22 the quality journey will continue with a focus on CMMI DEV Version 2.0adoption as well as exploration and adoption of the latest information security solutionsto protect clients' information assets based on threat intelligence.

In 2021-22 the quality journey will continue with a focus on CMMI DEV Version 2.0adoption as well as exploration and adoption of the latest information security solutionsto protect clients' information assets based on threat intelligence.

6. INFRASTRUCTURE

Mindteck has local offices in the US Canada UK Germany Singapore Malaysia Bahrainand India. In addition to space for workstations conference rooms meeting rooms and aworld-class communications system the Company's infrastructure includes two developmentcentres equipped with R&D laboratories (Bengaluru and Kolkata India).

At the start of the pandemic in 2020-21 the Company made the requisite adjustments inits IT infrastructure to ensure productive and safe in-office and remote workplaceenvironments for both essential and other employees while contending with peaks in thespread of the virus. Specifically access to conferencing platforms was expanded andcritical support for new joinees and existing employees was provided continuously on arotational basis by the IT team security officers an electrical team and courierservices. Additionally the Company initiated plans for investment in hybrid workforcemanagement capabilities such as productivity security and asset management tools.

7. SUBSIDIARIES

On March 31 2021 Mindteck had seven wholly owned subsidiaries: Mindteck Inc. (US)Mindteck Middle East Limited WLL (Bahrain) Mindteck Software Malaysia SDN. BHD.(Malaysia) Mindteck Singapore Pte. Ltd. (Singapore) Mindteck (UK) Limited (UK) ChendleHoldings Limited (British Virgin Islands) and Hitech Parking Solutions Private Limited(India). Mindteck (UK) Limited has one subsidiary: Mindteck Germany GmbH (Germany) andMindteck Inc. has one subsidiary: Mindteck Canada Inc. (Canada). Mindteck SolutionsPhilippines Inc. and Hitech Parking Solutions Private Limited are under strike-offprocess.

The Consolidated Financials have been audited and form part of this Annual Report. Thefinancials of the subsidiaries have also been audited by the respective Auditors. TheConsolidated Financials have been prepared and audited in strict compliance with theapplicable Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. All information including (a) capital (b) reserves (c) total assets(d) total liabilities (e) details of investment (except in case of investment in thesubsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i)profit after taxation and (j) proposed dividend as directed by the Ministry of CorporateAffairs has been disclosed in the Consolidated Financial Statement. Financial Highlightswith the Indian rupee equivalent of the figures given in the foreign currency along withexchange rate as on closing day of the financial year and the statement pursuant toSection 129 (3) of the Companies Act 2013 in Form AOC-1 forms part of this Board'sReport as Annexure-1.

Further the Company undertakes that the annual accounts of the Subsidiary Companiesand the related detailed information will be made available to any investor seeking suchinformation at any point of time. The annual accounts of the Subsidiary Companies andrelated information will also be kept for inspection by any investor at Mindteck'sregistered office. The soft copy of accounts is available on the Investors section of theCompany's website (www.mindteck.com). The Holding as well as Subsidiary Companiesregularly file the applicable data to various regulators and government authorities asand when required.

None of the Subsidiaries Joint Ventures or Associate Companies ceased during the year.

8. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the financial year were on an arm'slength basis and in the ordinary course of business. There were no material Related PartyTransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons and their relatives except with its wholly owned subsidiaries.The particulars of such contracts or arrangements with related party are attached asAnnexure-2.

During the financial year your Company had obtained urgent nonmaterial legal servicesfrom CounsePro Compliance at which a Partner is a relative of an Independent Director ofthe Company.

9. LITIGATION

No material litigation was outstanding as on March 31 2021 except one recovery suitfiled in the year 2013 in connection with advance payment made for the office premiseswhich was not occupied by the Company.

10. CHANGES TO SHARE CAPITAL

The Company has not issued any Equity Shares during the FY 2020- 21. Hence there wasno change in the Share Capital compared to previous financial year. The issued subscribedand paid up Equity Share Capital was Rs. 256218980 as on March 31 2021.

11. FIXED DEPOSITS

The Company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as on the Balance Sheet date.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans Guarantees or Investments covered under Section 186 of the Companies Act 2013forms part of the notes to the Financial Statements provided in the Annual Report.

13. TRANSFER TO RESERVES

During the financial year the Company did not transfer any amount to its resetves.

14. DIRECTORS

As per Section 152 of the Companies Act 2013 Mr. Meenaz Dhanani retires by rotationas a Director in the ensuing Annual General Meeting and being eligible offers himselffor reappointment. A brief resume of Mr. Meenaz Dhanani is included in the Annexure to theNotice of the Annual General Meeting. Mr. Guhan Subramaniam an Independent Director ofthe Company was appointed for five (5) years effective from May 20 2016 and his termended on May 19 2021. The Board of Directors have re-appointed Mr. Guhan Subramaniam whofulfils the requisite criteria of an Independent Director for a second term of five (5)years effective from May 20 2021 as recommended by the Nomination and RemunerationCommittee subject to the approval of the Members of the Company in the ensuing AnnualGeneral Meeting.

Declarations by Independent Directors

All Independent Directors have given declarations to the effect that they meet thecriteria of independence as laid down under Regulation 16(l)(b) and 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Sub-Section 6 and7 of Section 149 of the Companies Act 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has carried out an annualperformance evaluation of the Board Individual Directors as well as Committees andChairperson.

Board Diversity

The Company places great emphasis on the principle of diversity including genderdiversity. Diversity throughout the organisation makes great business sense. The Companymaintains that appointments to the Board should be based on merit as well as complementand expand the skills knowledge and experience of the Board as a whole.

Policy on Directors' Appointment and Remuneration

Mindteck has an appropriate mix of Executive Non-Executive and Independent Directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on date the Board consists of eight Directors one of whom is ManagingDirector and CEO; two are Non-Executive; and five are Independent Directors includingone-woman Director. The Board periodically evaluates the need for change in itscomposition and size. The policy of the Company on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters as provided under Sub-section (3) of Section178 of the Companies Act 2013 is adopted by the Board and uploaded on the Company'swebsite (www.mindteck.com). We affirm that the remuneration paid to the Directors is asper the requirements of the Companies Act 2013.

Number of Meetings of the Board

The Board met four times during the Financial Year the details of which are given inthe Corporate Governance report that forms part of this Annual Report. The intervening gapbetween two meetings was within the limit prescribed by the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Vigil Mechanism/Whistleblower Policy

The Company has established a Whistleblower Policy for Directors Employees and otherStakeholders to report their genuine concern and the said policy is attached asAnnexure-3.

Constitution of Internal Complaints Committee

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

AUDITORS

Statutory Auditor

At the 26th Annual General Meeting held on August 11 2017 Members of the Companyappointed Statutory Auditor S.R. Batliboi & Associates LLP Chartered Accountants(Firm Registration No. 101049W/E300004) Bengaluru for a period of five (5) years whoshall hold the office up to the conclusion of the 31st Annual General Meeting. During theyear the Statutory Auditor confirmed its eligibility and independence criteria to holdoffice.

Secretarial Auditor

CS S Kannan a Practicing Company Secretary was appointed to conduct the SecretarialAudit of the Company for the FY 2020-21 as required under Section 204 of the CompaniesAct 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2020-21 forms partof this Board's Report as Annexure-4.

Cost Auditor

The maintenance of cost records as specified by the Central Government underSub-section (1) of Section 148 of the Companies Act 2013 is not applicable to theCompany and accordingly such accounts and records are not maintained.

The Board noted the reports provided by the Statutory Auditor and Secretarial Auditorand confirmed that there are no qualifications reservations or adverse remarks.

16. ANNUAL RETURN

In accordance with Section 92(3) and 134(3)(a) of the Companies Act 2013 the annualreturn in the prescribed format is displayed on the website of the Company (Weblink:tittps://www.mindteck. com/annual-return).

17. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators the Courts orTribunals impacting the going concern status and the Company's operation in the future.The details of Tax Matters are disclosed in the Standalone Financial Statements.

18. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of the reliable financialdisclosures.

19. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME

Mindteck has an established familiarisation programme for its Independent Directors.The business heads Managing Director and CEO Delivery Head Chief Financial Officer andthe Company Secretary make presentations on business models nature of industry and itsdynamism the roles responsibilities and liabilities of Independent Directors. Furtherupdates on business statutory law and industry are made available to IndependentDirectors especially to the Audit Committee members on an ongoing basis by internal teamsand Statutory and Internal Auditors on a quarterly basis.

20. PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure-5 to the Board's report.

The list of employees who were employed throughout the financial year and in receipt ofremuneration of Rs.102 lakhs or more or employed for part of the year and in receipt ofRs. 8.50 lakhs or more per month and the List of Top 10 employees under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are asunder:

Top 10 employees of the Company based upon the remuneration drawn during the FY 2020-21

Employee Name Designation Remuneration Received (in Rs.) Natu re of Employment Qualification Experience (in years) Date of Commencement of Employment Age Last Employment Percentage of Equity Shares held by the employee in the Company Any such employee is a relative of any Director oi- Manager of the Company and if so name of such Director or Manager
Anand Balakrishnan Managing Director and CEO 12688960 Contractual CAand CPA 28 30-Jan-19 48 Wipro GE Flealthcare Private Limited 0.03% NO
Ramachandra M S Chief Financial Officer 6068355 Employee CA and DipIFR 15 01-Jul-19 41 Spera Management Group NIL NO
Arup Banerjee Senior Vice President - Global Delivery and Practices 5256721 Employee B E and M.Tech 33 08-Jul-ll 55 Wipro Ltd 0.04% NO
Surjit Lahiri Vice President - Technology 5226816 Employee B. Tech 30 29-Mar-05 51 Novellus India Pvt Ltd 0.03% NO
Shivarama Adiga S. Vice President - Legal and Company Secretary 4917838 Employee C.S M.Com and LLB 44 18-Mar-13 62 Diligent Media Corporation Limited 0.03% NO
Ayushman Ghosh General Manager - Delivery 3498128 Employee M.Sc. 29 Ol-Jul-99 51 PCL Mindware 0.01% NO
Saibal Dey General Manager - Delivery 3332007 Employee B.Sc. (Physics) 28 12-May-03 50 Cygnus Software Services 0.01% NO
Karnendu Raja Pattanaik General Manager - Delivery 3239246 Employee B.E. 21 04-Jan-12 44 Wipro Ltd 0.02% NO
Selvaganapathi Kasi Principal Architect 3101467 Employee MCA 21 19-Nov-08 44 Satyam Computer Services Ltd 0.00% NO
Santosh Kalli Nandiyath Senior Manager - Finance 2971055 Employee CA 12 05-Nov-19 38 Altisource Business Solutions Pvt Ltd 0.00% NO

List of employees who were employed throughout the financial year and in receipt ofremuneration of Rs.102 lakhs or more or employed for part of the year and in receipt ofRs. 8.50 lakhs or more per month

Employee Name Designation Remuneration Received (in Rs.) Nature of Employment Qualification Experience (in years) Date of Commencement of Employment Age Last Employment Percentage of Equity shares held by the employee in the Company Any such employee is a relative of any Director or Manager of the Company and if so name of such Director or Manager
Anand Balakrishnan Managing Director and CEO 12688960 Contractual CA and CPA 28 30-Jan-19 48 Wipro GE Healthcare Private Limited 0.03% NO

21. COMMITTEES OF THE BOARD

Currently the Board has four Committees: Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee and Stakeholders RelationshipCommittee.

A detailed note on the Board and its Committees is provided under the CorporateGovernance report in this Annual Report. The composition of the Committees andcompliances as per the applicable provisions of the Act and Rules are as follows:

Name of the Committee Composition of the Committee Highlights of duties responsibilities and activities
Audit Committee Mr. Tagdish Malkani - Chairperson • The Committee oversees the Company's financial reporting process and disclosures of its financial information to ensure accuracy and reliability.
Mr. Satish Menon - Member • The Company has adopted the Whistleblower Policy for Directors Employees and other Stakeholders to report concerns about unethical behavior actual or suspected fraud or violation of the Company's Code of Business Conduct and Ethics. The Whistleblower Policy is attached as Annexure-3 to the Board's Report.
Mr. Guhan Subramaniam - Member • In accordance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has formulated policies on related party transactions and material subsidiaries. The policies including the Whistleblower Policy are available on the Company's website.
Mr. Meenaz Dhanani - Member
Nomination and Remuneration Committee Ms. Prochie Mukherji - Chairperson • The Committee oversees and administers executive compensation operating under a written charter adopted by the Board of Directors.
Mr. Yusuf Lanewala - Member • The Committee has designed and continuously reviews the compensation program for the Managing Director and senior executives to align both short and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals.
Mr. Meenaz Dhanani - Member Mr. Subhash Bhushan Dhar - Member • The Committee structures compensation to ensure that it is competitive in the global markets in which it operates in orderto attract and retain the best talent. The Committee intends to have a combination of stock options and performance-based stocks to align senior employee compensation.
• The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is uploaded on the Company's website (Weblink: https://www.mindteck.com/assets/ investor pdf/Nomination Remuneration Policy.pdf).
Corporate Social Responsibility Committee Mr. Yusuf Lanewala - Chairperson • The Board has laid out the Company's policy on Corporate Social Responsibility (CSR) and the CSR activities of the Company are carried out as per the instructions of the Committee.
Ms. Prochie Mukherji - Member • The Company allocates 2% of its average net profits of three years immediately preceding the financial year for CSR activities to various beneficiaries.
Mr. Subhash Bhushan Dhar - Member • The Company was not required to spend any amount for the FY 2020-21 as the Company incurred a loss in the immediate previous year. The Annual Report on CSR Activities is attached as per the prescribed format in Annexure -6 to the Board's Report.
• The contents of the CSR policy are available on the Company's website (Webiink: https://www.mindteck.com/assets/investor pdf/CSR Policy.pdf)
Stakeholders Relationship Committee Mr. Meenaz Dhanani - Chairperson • The Committee reviews and ensures redressal of • • investor grievances. .
Mr. Yusuf Lanewala - Member • The Committee notes all the grievances of the investors and takes suitable action accordingly
Mr. Subhash Bhushan Dhar - Member
Ms. Prochie Mukherji - Member

22. RISK MANAGEMENT

The Company has a robust Enterprise Risk Management (ERM) framework to identify andevaluate business risk opportunities. This framework seeks to create transparencyminimise adverse impact on business objectives and enhance the Company's competitiveadvantage. The business risk policy defines the risk management approach across theenterprise at various levels including documentation and reporting. The model hasdifferent modes that help in identifying risk trends exposure and potential impactanalysis at a Company level and also separately for different business segments. TheCompany has identified various risks and also has mitigation plans for each riskidentified.

23. CORPORATE GOVERNANCE REPORT

Mindteck recognises good Corporate Governance and is committed to sound corporatepractices based on conscience openness fairness professionalism and accountability forthe benefit of its stakeholders and for long-term success. Mindteck adheres to thestandards set by SEBI for Corporate Governance practices as per SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and a report on Corporate Governancepursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report. A Compliance Certificateon Corporate Governance forms part of this report as Annexure-7.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is part of this Annual Report.

25. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by the Company the Directors made the following statements in termsof Section 134 (3) (c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policy as mentioned in Note 2 of the Notes to the FinancialStatements have been selected and applied consistently. Judgment and estimates have beenmade that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at March 31 2021 and of the profit of the Company for the yearended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

26. CSR INITIATIVES

We Care is Mindteck's brand experience framework which encompasses honouring theCompany's commitments and making a lasting difference internally throughout theorganisation as well as externally to clients partners and communities. The cornerstonesof the framework are Knowledge Opportunity Advocacy Inclusion Goodwill and Respect.

Care is rooted in the ways the Company engages and enables and fundamental to buildingand nurturing relationships championing others as well as stewarding community causes.We Care Ambassadors represent the Company's brand and in concert with others in theCompany work to ensure a positive experience. This includes but is not limited tofostering a caring culture and business approach.

Mindteck's Corporate Social Responsibility (CSR) commitment is part of We Care. Webelieve that through our successes around the globe we should give back in kind and deed.We do what we can to create shared value and steward our resources to create hopefultomorrows for others.

Core pillars of Mindteck's CSR endeavours are Global Education and Local TargetedGiving. We believe in the empowerment of knowledge and how it helps to bring positivechange and stability to society as a whole; we also know that giving to localorganisations that embrace the interests and values of the communities we serve buildsstronger communities and makes business sense.

During FY 2020-21 there was no amount spent on CSR activity as it was not applicablefor the Company.

27. MINDTECK EMPLOYEES STOCK OPTION SCHEMES

Mindteck believes in the policy of enabling Mindteckers to participate in the ownershipof the Company and share in its wealth creation as they are responsible for the Managementgrowth and success of the Company. The Company has four Employees Stock Option Schemes:Mindteck Employees Stock Option Scheme 2005 Mindteck Employees Stock Option Scheme 2008Mindteck Employees Stock Option Scheme 2014 and Mindteck Employees Stock Option Scheme2020.

a. Mindteck Employees Stock Option Scheme 2005

No options were granted under this Scheme and there has been no variation in the termsof ESOP Scheme during the year.

b. Mindteck Employees Stock Option Scheme 2008

No options were granted under this Scheme and there has been no variation in the termsof ESOP Scheme during the year.

c. Mindteck Employees Stock Option Scheme 2014

No options were granted under this Scheme and there has been no variation in the termsof ESOP Scheme during the year.

d. Mindteck Employees Stock Option Scheme 2020

During the year the Company introduced a new Scheme through Postal Ballot datedDecember 11 2020. The Scheme has 416000 shares which shall be administered andtransferred through the Mindteck Employees Welfare Trust (MEWT). No options were grantedunder this Scheme and there has been no variation in the terms of ESOP Scheme during theyear.

The details of the Employees Stock Option Schemes as required under Regulation 14 ofSEBI (Share Based Employee Benefits) Regulations 2014 are displayed on the website ofthe Company. (Webtink: https://www.mindteck.com/assets/investor pdf/DisclosLires-piirsuant-to-SEBI-RegLdations-2014.pdf)

28. MINDTECK EMPLOYEES WELFARE TRUST

The Mindteck Employees Welfare Trust was set up in the year 2000 to implement theCompany's Share Incentive Scheme. During the year the Company implemented a new Schemenamed as Mindteck Employees Stock Option Scheme 2020 in lieu of Company's earlier ShareIncentive Scheme. The Scheme has 416000 shares which shall be administered andtransferred through Mindteck Employees Welfare Trust (MEWT). As on March 31 2021 thesaid Trust holds 416000 shares of the Company and has not transferred any shares to theemployees of the Company under the said scheme.

29. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE AND OUTGO

Particulars that are required to be disclosed under Sub-Section (3)(m) of Section 134of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are set out inAnnexure-8 included in this Report.

30. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of co-operation and continued supportextended by customers shareholders investors partners vendors bankers theGovernment and statutory authorities for the Company's growth. We thank employees at alllevels across the Group for their valuable contribution in our progress especially duringthe pandemic and look forward to their continued support.

for and on behalf of the Board of Directors
Yusuf Lanewala Anand Balakrishnan
Chairman Managing Director and CEO
(DIN: 01770426) (DIN: 05311032)
Bengaluru India
May 28 2021

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