Board's Report
Lakhs only) Compulsorily Convertible Preference Shares of C 1/- (Indian Rupee One only) each aggregating to C 3,81,00,000 (Indian Rupees Three Crores Eighty One Lakhs only). Paid up Share Capital As on March 31, 2024, the total issued and subscribed capital of the company stood at C 3,08,41,393 (Indian Rupees Three Crores Eight Lakhs Forty One Thousand Three Hundred Ninety Three only) and paid-up share capital of the Company stood at C 3,05,08,964/- (Indian Rupees Three Crores Five Lakhs Eight Thousand Nine Hundred Sixty Four only) consisting of 1 2,63,17,789 (Two Crores Sixty Three Lakhs Seventeen Thousand Seven Hundred Eighty Nine only) equity shares of C 1/- (Indian Rupee one) each and 45,23,604 (Forty-Five Lakhs Twenty Three Thousand Six Hundred and Four only) Compulsory Convertible Preference Shares of C 1/- (Rupee one) each. Allotments made during the financial year. During the financial year under review, the Company had allotted 1,19,661 Equity Shares and 8,274 Equity Shares of face value of C 1 (Indian Rupee One Only) each at par/ premium, as the case may be, to the eligible employees of the Company on exercising the vested stock options (ESOPs & Time-based MIPs, respectively) granted to them under the Fractal’s respective stock incentive plans.
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profits of the Company for the year ended on that date; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual financial statements on a ‘going concern’ basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Share Capital Authorised Share Capital As on March 31, 2024, the authorised share capital of the Company stood at C 38,73,00,000 (Indian Rupees Thirty Eight Crores Seventy Three Lakhs only) consisting of 34,92,00,000 (Thirty Four Crores Ninety Two Lakhs only) equity shares of C 1/- (Indian Rupee One only) each aggregating to C 34,92,00,000/- (Indian Rupees Thirty Four Crores Ninety Two Lakhs only) and 3,81,00,000 (Three Crores Eighty One
Further, pursuant to change in the status of the Company to a Public Limited company w.e.f. May 16, 2024 the above committee were reconstituted as follows:
Sr. No. Circular Resolution No.
Date of passing August 15, 2023
8. 34/2023-24/BM to 36/2023- 24/BM
A. Audit and Risk Committee: Sr. No. Name of the Director
9. 37/2023-24/BM 10. 38/2023-24/BM 11. 39/2023-24/BM
September 08, 2023 September 28, 2023 October 17, 2023 October 31, 2023
Category Chairman Member Member
1. Mr. Gavin Patterson 2. Ms. Neelam Dhawan 3. Ms. Karen Ann Terrell
12. 40/2023-24/BM to 45/2023- 24/BM 13. 46/2023-24/BM & 47/2023-24/ BM
December 02, 2023
14. 48/2023-24/BM 15. 49/2023-24/BM 16. 50/2023-24/BM 17. 51/2023-24/BM
December 06, 2023 December 18, 2023 December 26, 2023 January 17, 2024 January 22, 2024
B. Nomination and Remuneration Committee: Sr. No. Name of the Director Category 1. Ms. Karen Ann Terrell Chairperson 2. Ms. Neelam Dhawan Member 3. Mr. Rohan Haldea Member 4. Mr. Vivek Mohan Member C. Corporate Social Responsibility & Environmental, Social, and Governance (‘CSR & ESG’) Committee: Sr. No. Name of the Director Category 1. Ms. Neelam Dhawan Chairperson 2. Mr. Srikanth Velamakanni Member 3. Mr. Sasha Mirchandani Member 4. Mr. Vivek Mohan Member 5. Mr. Anurag Sud Member Resolution passed by Circulation: In case of a special and urgent business need, the Board’s/ Committees’ approval was taken by passing resolution by circulation pursuant to the applicable provisions of the Companies Act 2013 and the same were noted and confirmed at the respective subsequent Board / Committee Meeting. The following Circular Resolutions were passed during the financial year 2023-24:
18. 52/2023-24/BM to 54/2023- 24/BM
19. 55/2023-24/BM
January 29, 2024 February 26, 2024
20. 56/2023-24/BM to 57/2023- 24/BM 21. 58/2023-24/BM to 59/2023- 24/BM
March 27, 2024
2. Committee Meetings: Sr.
No. Circular Resolution No.
Date of passing
Audit and Risk Committee No Circular Resolutions passed Nomination and Remuneration Committee 01/2023-24/NRC & 02/2023- 24/NRC
The details of the Equity shares at face value allotted at par/premium are stated hereunder:
Sr. No. Date of Allotment
No. of Equity Shares
Face Value (in D )
Exercise Price (incl premium)
Total Consideration
Physical/ Demat
May 04, 2023
1
25
1
846
21,150.00
Physical
03/2023-24/NRC & 04/2023- 24/NRC
May 23, 2023
2
25
1
846
21,150.00
Demat
3
25
1
846
21,150.00
Demat
05/2023-24/NRC
June 19, 2023 July 17, 2023
4
25
1
846
21,150.00
Demat
06/2023-24/NRC to 08/2023- 24/NRC
5
25
1
846
21,150.00
Demat
09/2023-24/NRC
July 21, 2023
6
25
1
846
21,150.00
Demat
10/2023-24/NRC to 13/2023- 24/BM/NRC
August 02, 2023
7
25
1
846
21,150.00
Demat
8
113
1
846
95,598.00
Demat
14/2023-24/NRC
August 08, 2023
1. Board of Directors: Sr.
15/2023-24/NRC to 18/2023- 24/NRC
November 15, 2023
9
388
1
846
3,28,248.00
Demat
April 13, 2023
10
25
1
846
21,150.00
Demat
19/2023-24/NRC
January 11, 2024
No. Circular Resolution No.
Date of passing April 13, 2023 May 20, 2023
11
1863
1
846
15,76,098.00
Demat
Corporate Social Responsibility Committee 1. 01/2023-24/CSR & ESG May 16, 2023 2. 02/2023-24/CSR & ESG to 04/2023-24/CSR & ESG June 20, 2023 3. 05/2023-24/CSR & ESG December 12, 2023 Directors’ Responsibility Statement Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors confirm that: (a) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed with no material departures;
1. 01/2023-24/BM
12
25
1
846
21,150.00
Demat
2. 02/2023-24/BM to 04/2023- 24/BM
13
25
1
846
21,150.00
Physical
3. 05/2023-24/BM
June 05, 2023 June 28, 2023
14
10
1
846
8,460.00
Demat
4. 06/2023-24/BM to 15/2023- 24/BM 5. 16/2023-24/BM to 27/2023- 24/BM 6. 28/2023-24/BM to 32/2023- 24/BM
15
25
1
846
21,150.00
Demat
16
250
1
846
2,11,500.00
Demat
July 25, 2023
17
25
1
846
21,150.00
Demat
August 08, 2023
18
25
1
846
21,150.00
Demat
19
25
1
846
21,150.00
Demat
7. 33/2023-24/BM
August 09, 2023
1 Out of the above 2,63,17,789 Equity Shares, 664,858 Equity shares issued and allotted to Mr. Srikanth Velamakanni are partly paid-up equity shares of face value of C 0.5 per share and premium of C 0.5 per share.
76
77
Fractal Analytics Limited | Annual Report 2023-24
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