ANNUAL REPORT
2022-2023
MYND FINTECH PRIVATE LIMITED
CIN U72900DL2021PTC375715
Table of Contents
Corporate Information
Notice
Board Report
Annexure-1 to Board Report
Independent Auditor’s Report
Standalone Financial Statement for the year ended 31st March, 2023
CORPORATE INFORMATION
1. Mr. Sundeep Mohindru
Board of Directors 2. Mr. Vivek Misra
Company Secretary Ms. Ankita Sharma
M/s Walker Chandiok & Co. LLP,
Statutory Auditors Chartered Accountants
21st Floor, DLF Square, Jacaranda Marg,
DLF Phase II, Gurgaon- 122002.
Registered Office F- 83 Basement NA Near D.P.S School NewDelhi-110065
Corporate Office 288-A, 2nd Floor, Udyog Vihar, Phase-IV, Gurugram-
122002,
Haryana.
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Members of Mynd Fintech
Private Limited will be held at shorter notice on Friday, 23rd day of June, 2023 at 10:00 a.m
through video conferencing (VC)/other audio-visual means to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the
financial year ended March 31, 2023, together with the report of the Board of Directors
and Auditors thereon.
By Order of the Board of Directors
Sd/-
Vivek Misra
(Director)
Date: 09.06.2023
Place: Gurugram
NOTES:
1. In view of the Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide
it's General Circular no.14/2020 dated April 8, 2020, General Circular No. 17/2020
dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General
Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated
September 28, 2020, General Circular No. 39/2020 dated December 31, 2020,
Circular no. 02/2021 dated January 13, 2021, General Circular no.10/2001 dated
June 23, 2021 and Circular no. 03/2022 dated May 05, 2022 (collectively “MCA
Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC/
OAVM, without the physical presence of the Members at a common venue. In
compliance with the provisions of the Companies Act, 2013 (“Act”) and MCA
Circulars, the AGM of the Company is being held through VC / OAVM. The registered
office of the Company shall be deemed to be the venue for the AGM.
2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the
AGM is entitled to appoint a proxy to attend and vote instead of himself/herself and
such proxy/ proxies need not be a Member of the Company. Since this AGM is being
held pursuant to the MCA Circulars through VC / OAVM, physical attendance of
Members has been dispensed with. Accordingly, the facility for appointment of
proxies by the Members will not be available for the AGM and hence the Proxy Form
and Attendance Slip are not annexed to this Notice.
3. Members attending the AGM through VC / OAVM shall be counted for the purpose of
reckoning the quorum under Section 103 of the Act.
4. The Company’s Statutory Auditors, M/s Walker Chandiok & Co. LLP, Chartered
Accountants were appointed as the Statutory Auditors of the Company in AGM of the
Members held on July 12, 2022 for a term of 05 years which shall end on 31st March,
2027. Pursuant to the amendments made to Section 139 of the Companies Act, 2013
by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the
requirement of seeking ratification of the Members for the appointment of the
Statutory Auditors has been withdrawn. In view of the above, ratification of their
appointment by Members at this AGM is not being sought.
5. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this
Notice.
6. Details for attending the AGM through VC / OAVM will be shared with the members.
BOARD’S REPORT
Dear Members,
The Board of Directors have the pleasure to present to you the 02nd Annual Report of the
Company together with the Audited Financial Statements of Mynd Fintech Private Limited
(“the Company”), Auditor’s report and the report on the Business performance of the
Company for the financial year ended March 31, 2023.
Now, we would like to share with you the highlights during the year 2022-23.
1. GENERAL INFORMATION
Nature of industry To act as a Marketplace, technology solution provider,
service provider for Supply Chain and Trade Finance
offerings
Date of commencement of commercial 14th January, 2021
operations
2. FINANCIAL SUMMARY
Standalone
(Amount in ₹)
Financial Year Financial Year
Particulars ending ending
31.03.2023 31.03.2022
Revenue from Operations 3,67,27,435 46,49,914
Other Income 8,724 Nil
Total Revenue 3,67,36,159 46,49,914
Expenditure 8,22,80,294 3,08,58,017
Depreciation 54,14,856 59,70,476
Profit/(Loss) Before Taxation (5,09,58,991) (3,21,78,578)
Taxes
(1) Current tax Nil Nil
(2) Deferred tax Nil Nil
(3) Prior Year expenses Nil Nil
Profit /(Loss) After Tax (5,09,58,991) (3,21,78,578)
Earning per equity share:
(1) Basic (16.93) (10.69)
3. STATE OF COMPANY’S AFFAIRS
The Company has incurred a loss of Rs. (5,09,58,991) during the financial year ended March
31, 2023 as compared to loss of Rs. (3,21,78,578) incurred in financial year ended March 31,
2022. The Company is in its growing stage and exploring the opportunities in the market for
its business and your Directors are taking all necessary steps for accelerating the growth of
the Company. The Company will endeavor to strive to reach new heights and will toil towards
attaining high profits.
4. DIVIDEND
The Board has not declared any dividend for the current year as it believes in conserving
cash resources for future growth.
5. RESERVE AND PROVISIONS
The Company has not created any specific reserve during the financial year 2022-23.
6. MATERIAL CHANGES
No material changes and commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company to which the financial
statements relate and the date of report.
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY
No change in the nature of business done during the year.
7. ORDERS PASSED BY REGULATORS/COURTS
No such significant orders have been passed by any regulators or courts or tribunals which
can impact the Company’s growth and operations.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has no subsidiary.
9. DEPOSITS
The Company has not accepted any public deposits during the year.
10. STATUTORY AUDITOR’S
The Company had appointed M/s. Walker Chandiok & Co; LLP Chartered Accountant as
Statutory Auditor of the Company for a period of five (05) years effective from FY 2022-23, on
such remuneration as decided between the Board of Directors of the Company in consultation
with them.
11. EXPLANATION/COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY STATUTORY AUDITOR
There is no qualification, reservation or adverse remarks or disclaimer made by the auditors
in their report
12. CHANGE IN MEMORANDUM OF ASSOCIATION & CAPITAL STRUCTURE
During the year under review, there are no changes in the Memorandum of Association.
The Capital Structure of the Company:
As on 31st March, 2023, the Authorized Share Capital of the Company is Rs. 3,20,00,000
(Rupees Three Crore and Twenty lakh only) divided into 32,00,000 (Thirty Two Lakh Only)
Equity Shares of Rs.10 (Rupees Ten) each,
Below are the changes occurred in the capital structure during the year
a. Change in the Authorized capital: NIL
b. Change in the paid-up capital: NIL
13. CHANGE IN ARTICLES OF ASSOCIATION
During the year under review, there has been no change in the articles of association of the
Company.
14. TRANSFER OF SHARES
During the year under review, there is no transfer of shares.
15. INVESTMENT DURING THE YEAR IN THE COMPANY (INCLUDING FOREIGN DIRECT
INVESTMENT)
During the year under review, the Company have not received any investment including
foreign direct investment.
16. ALLOTMENT OF SECURITIES
During the year under review, the Company has not allotted shares.
17. BUSINESS RISK MANAGEMENT
The Company also recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. The Company has established a
framework to actively manage all the material risks faced by the Company. The Company has
an integrated risk management policy identifying the possible risks & mitigates factors thereto
covering aspects such as operational risk, regulatory risk, IT risk and geographical risk. The
purpose of the policy is to establish a high-level principle for the Company’s management of
the key risk i.e risk identification, risk assessment and risk mitigation.
The Company follows four generic risk control principals which are as below:
a. Avoid- Decide not to proceed with the activity or chose other way to achieve the same
outcome
b. Transfer- shift or hedge all or part of the responsibility of the risk to another party who
is more suitable to control it
c. Reduce- actions to be taken to reduce the impact of the risk
d. Accept- accept the risk which cannot be avoided or transferred
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12) OF THE COMPANIES ACT 2013
There was no occurrence of fraud pursuant to Section 143(12) of the Companies Act 2013.
This is also being supported by the report of the auditors of the Company as no fraud has
been reported in their report for the Financial Year ended on 31st March 2023.
19. INTERNAL CONTROL
The Company believes that strong internal control systems that are commensurate with the
scale, scope and complexity of its operations are correlated to the principle of governance
and freedom of management and therefore the Company remains committed to ensuring a
mature and effective internal control environment that, inter-alia, provides assurance on
orderly and efficient conduct of operations, security of assets, prevention and detection of
frauds/errors, accuracy and completeness of accounting records and Management
Information Systems, timely preparation of reliable financial information, adherence with
relevant statutes and compliance with related party transactions. The Company’s Internal
Control System is adequate and commensurate with the nature and size of the Company.
20. COMPLIANCE
The Company has complied with all applicable provisions of the Companies Act, 2013 and all
other applicable Laws/rules/regulations/guidelines issued from time to time.
21. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED/
RESIGNED DURING THE YEAR
During the year under review, no director was appointed or resigned during the year.
22. DECLARATION GIVEN BY INDEPENDENT DIRECTOR
The provision of Section 149 of the companies Act, 2013 is not applicable on the Company.
23. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR
The Board of Directors duly met 4 (four) times during the financial year and in respect of
which proper notices were given and the proceedings were properly recorded.
S.No. Date of Meeting Board Strength No. of Directors Present
1 14.06.2022 2 2
2 12.07.2022 2 2
3 29.10.2022 2 2
4 11.01.2023 2 2
The intervening gap between the above-mentioned meetings was within the time period
prescribed under the Companies Act, 2013.
Date & attendance of the Meeting
Name of the 14.06.2022 12.07.2022 29.10.2022 11.01.23 % of
Director attendance
VIVEK MISRA Present Present Present Present 100%
SUNDEEP Present Present Present Present 100%
MOHINDRU
24. NUMBER OF GENERAL MEETINGS HELD DURING THE YEAR
During the year under review, following general meeting were held:
S. No. General Meeting(s) Date
1. Annual General Meeting 12th July, 2022
25. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S
188(1)
The Company has entered into transactions with the related parties under section 188 of the
Companies Act, 2013. The detail of such transaction has been attached in notes to accounts
to the Balance Sheet of the company and in AOC-2 forming part of this report as Annexure-1.
26. EXTRACT OF ANNUAL RETURN
In accordance with companies act 2013, the annual returns of the company in prescribed
format are available on the website of the company at www.myndfin.com under the disclosure
section. The Annual Return of the company for FY ended 31st March, 2023 as required under
section 92(3) shall also be placed at the website of the company.
27. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any loan or guarantee and has not made investment as
specified under Section 186.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules,
2014 is not applicable as Company is not covered under the criteria mentioned in Section
135(1) of Companies Act, 2013.
29. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company have complied with the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India.
30. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 is as
under:
A. Conservation of Energy
Company is taking all possible measures to conserve the energy.
B. Technology Absorption and Research & Development
Since the Company is not involved in manufacturing activity, hence the research &
development and technology absorption is not applicable.
C. Foreign Exchange Earnings and Outgo
i) Total foreign exchange earned in terms of actual inflows during the financial year- Rs
2,83,97,000
ii) Total foreign exchange expended in terms of actual outgo during the financial year-NIL
31. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a safe and conducive work environment to its
employees. The Company has constituted an internal committee to consider and resolve all
sexual harassment complaints reported by women and has also adopted a policy as per the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Your Directors further apprise that during the year under review, there
were no cases filed pursuant to Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013
32. VIGIL MECHANISM & WHISTLE-BLOWER
The provisions of Section 177 (9) of the Companies Act, 2013 are not applicable to the
Company. However, as good corporate governance, the Company has a Vigil Mechanism
(Whistle-blower Policy) for its Directors and Employees.
33. DIRECTORS RESPONSIBILITY STATEMENT
The Director’s Responsibility statement referred to in clause(c) of sub-section (3) of Section
134 of the Companies Act, 2013 shall state:
a.) that in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b.) that accounting policies as mentioned in the Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs
Annexure-1
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arm’s length transaction under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis.
SL Name (s) of the Nature of Duration of the Salient terms of the Amount paid
. related party & contracts/arra contracts/arrange contracts or as advances,
N nature of ngements/tran ments/transaction arrangements or if any
o relationship saction transaction including the
value, if any
NIL
2. Details of contracts or arrangements or transactions at Arm’s length basis.
S Name (s) of the related Nature of contracts/ Duration of the Salient terms of Amount
L. party & arrangements/transaction contracts/arran the contracts paid as
N nature of relationship gements/transa or arrangements advances,
o ction or if any
transaction
including the
value, if any
1. Mynd Solutions Private 1. Professional & Outsourcing 2,95,33,434 NIL
Limited fees paid
2. Expenses paid by related 48,80,249
party on behalf of company Ongoing
3. Funds received/Payments 1,03,05,392
made during the year for
services (Net)
4. Interest expense 47,22,022
2. Mynd Integrated Professional fees One-time 28,50,211 NIL
Solutions Private Limited
