Board's Report
Annexure F (This annexure forms part of the Board's Report)
** The committee was further reconstituted in June 2024 as follows: 1. Ms. Neelam Dhawan – Chairperson 2. Mr. Srikanth Velamakanni – Member 3. Mr. Sasha Mirchandani – Member
Annual Report of Corporate Social Responsibility (CSR) Activities (Pursuant to Section 135 of the Companies Act, 2013)
4. Mr. Vivek Mohan – Member 5. Mr. Anurag Sud – Member
A. Brief outline on CSR Policy of the Company. The Corporate Social Responsibility (CSR) philosophy of the Company seeks to integrate usage of our core expertise to achieve greater social impact with Fractal’s CSR initiatives. Creating shared value in an identified social problem arena, that we are equipped to help resolve and from where the greatest community benefit can be gleaned. Your Company understands that CSR is necessary to integrate its business values and operations to meet the expectations of all its stakeholders at large. Stakeholders comprising our clients, employees, investors, suppliers, the local community, and the environment. Undertaking CSR initiatives and being socially responsible has a host of benefits to your Company such as strengthening its relationship with its stakeholders and using its expertise in analytics and artificial intelligence capabilities to help its CSR partners have better outcomes for their beneficiaries. The Company’s CSR policy is based on the key areas outlined below. Our broad objectives, as stated in our CSR policy include • Enhancing equitable educational outcomes for disadvantaged children • Empowering women to be financially independent and • Improving quality & affordability of healthcare, radiological expertise, and provision of safe housing solutions. Your Company seeks to accomplish these goals by partnering with the government, non-profit sector, public-private partnerships, and the local community. The focus areas are primarily to engage with NGOs in improving the educational outcomes of underprivileged children and the empowerment of women. The Company is also evaluating opportunities to use its analytics and artificial intelligence capabilities to reach a larger diaspora that could be benefited by its solutions. On the goals of empowering women and children, it seeks to achieve its CSR goals by funding and participating in certain initiatives listed under Schedule VII to the Companies Act, 2013 (‘the Act’) such as – • Scholarship Programs for education • Providing health aids and appliances to the disabled • Providing infrastructure and other learning aids • Developing climate resilience and improving livelihoods for marginalized rural farmers. • Participating for a cause through events
During the year under review, one (1) Corporate Social Responsibility & Environmental, Social and Governance Committee meeting was held during the financial year 2023-24. Rest of the business matters were approved by passing the resolutions through circulation, pursuant to the provisions of Companies Act, 2013 read with Secretarial Standards on Meetings of Board of Directors issued by Institute of Company Secretaries of India. The details of Resolutions passed by way of circulation and meeting are provided below: Corporate Social Responsibility & Environment, Social and Governance (CSR & ESG) Committee
Date of Approval
Sr. No.
Particulars
Matters for approval.
1.
CR: 01/2023-24/ CSR&ESG
May 16, 2023 Recommendation to the Board of Directors of the Company, the approval, and deployment of C 60,00,000/- to be incurred for the Corporate Social Responsibility initiatives to be undertaken through CSR/NGO partners. June 20, 2023 Approval and recommendation to the Board of Directors the Annual CSR Report forming part of Board’s Report for the Financial Year 2022-23. June 20, 2023 Noting of the CSR Expenditure made for the Financial Year 2022-23 and take note of the CSR Utilization Certificate. June 20, 2023 Consider and review the amendments to the existing Corporate Social Responsibility & Environmental, Social, and Governance (‘CSR & ESG’) Policy and recommend the same to the Board of Directors for their consideration and approval.
2.
CR: 02/2023-24/ CSR&ESG CR: 03/2023-24/ CSR&ESG CR: 04/2023-24/ CSR&ESG
3.
4.
5.
01/2023-24/ CSR&ESG
November 09, 2023
1. Noting of Circular Resolutions passed by the committee in the F.Y. 2019-20. 2. Noting of Circular Resolutions passed by the committee in the F.Y. 2020-21. 3. Noting of Circular Resolutions passed by the committee in the F.Y. 2021-22. 4. Noting of Circular Resolutions passed by the committee in the F.Y. 2022-23. 5. Noting of Circular Resolutions passed by the committee in the F.Y. 2023-24. 6. CSR update. 7. C onsideration and approval of the annual action plan for financial year 2023-24 and recommendation of the same to the board of directors for their consideration and approval. 8. A pproval and recommendation to the board of directors, the expenditure to be incurred towards the corporate social responsibility initiatives for the financial year 2023-24. Consideration, review and thereafter recommendation to the Board of Directors the draft Environmental, Social and Governance (ESG) policy for consideration and approval.
• Teaching, mentorship and reading Programs through school libraries • Training and enhancing skills of underprivileged women and children
6.
CR: 05/2023-24/ CSR&ESG
December 12, 2023
The Company aims to have a high impact approach of delivering CSR to the communities it serves and compared to earlier years hopes to continue to generate greater value and better outcomes for these communities. B. Composition of the CSR Committee and details of the Committee meetings. Our committee includes the following Board level members, who are responsible for overseeing the execution of the Company’s CSR policy and for reporting to the Board, as may be required, pursuant to the applicable provisions of the Act. Details of the composition of CSR committee [renamed as Corporate Social Responsibility & Environmental, Social and Governance (CSR & ESG) Committee] as on March 31, 2024, is as provided below
C. P rovide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company. Please visit https://fractal.ai/csr/ for all details such as composition of CSR committee (renamed as CSR & ESG Committee), CSR policy and CSR Projects approved by the Board. D. P rovide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable. – Not applicable. E. Financial Details: a) Average net profit of the company as per sub-section (5) of section 135 26,03,64,608 b) Two percent of average net profit of the company as per sub-section (5) of section 135 52,07,292 c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years NIL d) Amount required to be set-off for the financial year, if any. NIL Total CSR obligation for the financial year [(b)+(c)-(d)]. 52,07,292
Number of meetings of CSR & ESG Committee held during the year
Number of meetings of CSR & ESG Committee attended during the year
Sr. No. Name of Director 1 *Mr. Anurag Sud
Designation / Nature of Directorship
Director & Chairman
1 1 1 1
1 1 1 1
2 Mr. Puneet Bhatia
Director and member Director and member Director and member
3 Mr. Srikanth Velamakanni
4 Mr. Gulu Mirchandani
*The Board of the Company vide circular resolution dated October 31, 2023, reconstituted the composition of CSR & ESG Committee.
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Fractal Analytics Limited | Annual Report 2023-24
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