Board's Report
2. Independent Directors’ Meeting: Total no of meetings held – 1 Meeting. Sr.
Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules made thereunder. D) Annual Evaluation The Board of Directors have taken note of the annual evaluation of the performance of Board committees, individual directors and the Board, at their meeting held on March 04, 2024, based on the recommendation of the Nomination & Remuneration Committee meeting held prior to it, pursuant to the provisions of the Companies Act, 2013 and evaluation policy as approved by the board on July 25, 2023. The Board and the Nomination and Remuneration Committee evaluated the performances of directors of the company, its committees, the Chairperson and the Board as a whole on the basis of various criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc and after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The Company had further conducted a familiarization program for its Independent Directors. Number of Board and Committee Meetings, Independent Director’s Meetings and General Meetings. During the financial year under review, the Board meetings, Committee meetings, Independent Directors meetings were held physically/ through videoconferencing (VC), in accordance with provisions of the Companies Act, 2013 read with applicable rules made thereunder. The details of Board meetings, Committee meetings, Independent Directors meeting and General meetings held during the financial year under review are provided herein below:
and Remuneration Committee, the Board of Directors on April 30 2024, by way of a circular resolution, had approved the appointment of Mr. Sasha Gulu Mirchandani (DIN: 01179921) as an Additional Non-Executive Director of the Company w.e.f. April 26, 2024 and who holds office up to the date of the ensuing Annual General Meeting. Directors retiring by rotation Pursuant to conversion of the Company’s status from ‘Private company limited by shares’ to ‘Public company limited by shares’ with effect from May 16, 2024, the provisions of section 152(6) of the Companies Act, 2013 pertaining to retirement of directors will become applicable. The Company presently has 10 Directors on the Board of Directors out of which 2 Directors are Independent Directors. As per the provisions of section 152(6), based on the current strength of the Directors, not less than two Directors shall retire by rotation at the annual general meeting every year and being eligible can offer themselves for re-appointment. Since this is the first time that this provision has become applicable since becoming a public company, two Directors who have been longest in office shall be considered for the said purpose. Accordingly, two Directors will retire by rotation at the ensuing annual general meeting as enumerated in the AGM notice. The Directors recommend their re- appointment at the annual general meeting. B) Key Managerial Personnel During the financial year under review, there was no change in Key Managerial Personnel. C) Declaration of Independence The Company has received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 along with the applicable rules framed thereunder. The Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Independent Directors have along with the declaration of independence under section 149(7) also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Company’s Code of Conduct for Board Members and Senior Management. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent
The quorum of the meetings was in accordance with the Articles of Association of the Company read with the Companies Act 2013. The details of attendance of each Director attending the various Board/Committee meetings/ Independent Director’s meetings (including attendance in person and/or through video conference facilities) are set out as ‘Annexure A’ to this report. Constitution of Committees During the financial year under review, the Board of the Company on October 31, 2023 pursuant to the amended and restated Shareholders’ Agreement dated December 12, 2021, read along with the amendment agreements (“SHA”), approved the reconstitution of Nomination and Remuneration Committee (NRC) and Corporate Social Responsibility & Environmental, Social, and Governance (‘CSR & ESG’) committee in line with
No. Date of meeting Number of meeting 1. March 18, 2024 Independent Directors meeting (Serial number: 01/2023-24)
3. *Audit and Risk Committee:
Total no of meetings held – 4 Meetings. Sr. No. Date of meeting Number of meeting 1. April 26, 2023
Audit and Risk Committee (Serial number: ARC-1/2023-24)
2. July 19, 2023 Audit and Risk Committee (Serial number: ARC-2/2023-24) 3. November 09, 2023 Audit and Risk Committee (Serial number: ARC-3/2023-24) 4. March 04, 2024 Audit and Risk Committee (Serial number: ARC-4/2023-24) 4. *Nomination and Remuneration Committee: Total no of meetings held – 2 Meetings. Sr. No. Date of meeting Number of meeting 1. March 04, 2024 Nomination and Remuneration Committee (Serial number: NRC- 1/2023-24) 2. March 27, 2024 Nomination and Remuneration Committee (Serial number: NRC- 2/2023-24) 5. *Corporate Social Responsibility & Environmental, Social, and Governance (‘CSR & ESG’) Committee: Total no of meetings held – 1 Meeting. Sr. No. Date of meeting Number of meeting 1. November 09, 2023 Corporate Social Responsibility & Environment, Social and Governance Committee (Serial number: 1/2023-24)
the provisions of the Companies Act, 2013. The details of reconstitution are as follows:
A. Audit and Risk Committee: Sr. No. Name of the Director
Category Chairman Member Member Member Member
1. Mr. Gavin Patterson 2. Mr. Puneet Bhatia 3. Mr. Rohan Haldea
4. Mr. Srikanth Velamakanni 5. Mr. Gulu Mirchandani
B. Nomination and Remuneration Committee: Sr. No. Name of the Director Category 1. Mr. Rohan Haldea Chairman 2. Mr. Srikanth Velamakanni Member 3. Mr. Gulu Mirchandani Member 4. Mr. Puneet Bhatia Member C. Corporate Social Responsibility & Environmental, Social, and Governance (‘CSR & ESG’) Committee: Sr. No. Name of the Director Category 1. Mr. Anurag Sud Chairman 2. Mr. Puneet Bhatia Member 3. Mr. Gulu Mirchandani Member 4. Mr. Srikanth Velamakanni Member
1. Board Meetings:
Total no of meetings held – 5 Meetings. Sr. No. Date of meeting Number of meetings 1. April 26, 2023 Board meeting (Serial number: 02/2023-24) 3. November 09, 2023 Board meeting (Serial number: 03/2023-24) 4. March 04, 2024 Board meeting (Serial number: 04/2023-24) 5. March 27, 2024 Board meeting (Serial number: 05/2023-24) Board meeting (Serial number: 01/2023-24) 2. July 19, 2023 The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013.
6. Annual General Meeting: Sr.
No. Date of meeting Number of meeting 1. August 31, 2023 23 rd Annual General Meeting
7. Extra-ordinary General Meeting: Sr.
No. Date of meeting Number of meeting 1. March 28, 2023 01/2023-24 Extra-Ordinary General Meeting
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Fractal Analytics Limited | Annual Report 2023-24
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