Board's Report
Time Based Key Employee Stock incentive plan 2019 & performance based key Employee Stock Incentive Plan 2019 (‘MIP PLANS’) During the financial year under review, there is no modification in Management Incentive Plans (‘MIP’) i.e. Time Based MIP 2019 and Performance Based MIP 2019. Pursuant to the provisions of Rule 12 of the Companies (Share capital and debentures) Rules, 2014 the information on options granted by the Company pursuant to the MIP plans during the financial year under review and other particulars with regard to stock options are set out under ‘Annexure E’ to this report. Enterprise Risk Management Policy Your Company recognizes that risk is an integral part of any business and is committed to managing the risks in a proactive and efficient manner. The risk culture of your Company involves risk identification and appropriate time bound initiatives to mitigate risk with the objective of balancing risks with returns. Hence, to achieve the business objectives of predictability and stability in earnings, Risk Management Policy for Fractal was formulated and was approved by the Board of Directors. Further, considering Company’s future growth prospects, strategic plans and its business objectives, the Board of Directors of your Company, basis the recommendation of Audit and Risk Management Committee at its meeting held on September 09, 2022, had approved the ERM Policy to align the same in line with leading ERM practices and global Enterprise Risk Management (ERM) standards. Further, on November 09, 2023, the Board of Directors of your Company, basis the recommendation of Audit and Risk Management Committee had revised the ERM policy to incorporate the changes in relation to the composition of Risk Management Operating Committee (RMOC). Anti-Bribery and Anti-Corruption Policy Your Company practices a zero-tolerance approach to bribery and corruption and is committed to act professionally and fairly in all its business dealings and relationships and in implementing and enforcing effective systems to counter bribery and corruption in any form. Your Company mandates compliance with all applicable anti-bribery and anti-corruption laws in all locations and jurisdictions in which it operates. Accordingly, your Company has formulated and designed the Anti-Bribery and Anti-Corruption Policy to provide a framework for ensuring compliance with various legislations governing bribery and corruption globally and provide guidance on the standards of behaviour to which everyone must adhere to. The said Policy has been framed as per the industry standard and also finalised and approved on the recommendations of the Audit and Risk Committee. The purpose of this policy is to provide guidance to the Company’s directors, officers, employees, agents, consultants, and other third-party representatives to ensure compliance with the Prevention of Corruption Act, 1988 of India, U.S. Foreign Corrupt Practices Act of 1977, U.K. Bribery Act 2010, as amended, and other anti-corruption and anti-
bribery laws and regulations applicable in the jurisdictions in which the Company does business. Whistle Blower Policy Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the Whistle Blower Policy & Vigil Mechanism for Directors and Employees of the Company. The said Policy has been framed as per the industry standard and also finalised and approved on the recommendations of the Audit and Risk Committee. Accordingly, this Whistle-blower Policy & Vigil Mechanism (the “Policy”) has been formulated with a view to provide a mechanism for directors and employees of Fractal to provide an avenue for, raising concerns in accordance with this policy and reporting any allegations of misconduct or noncompliance in an anonymous and confidential way and prohibits retaliation against anyone who, in good faith, makes a report or provides assistance. During the year under review, there were 3 complaints and the 2 were resolved.
had submitted their report to the Audit committee at periodic intervals. Significant audit observations and corrective actions thereon are presented to the Audit Committee. The main thrust of internal audit was to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practice in the industry. Statutory Auditors and Auditor’s Report M/s. B S R & Co. LLP, Chartered Accountants were appointed as statutory auditors of your company at 19 th AGM held on September 30, 2019, for a term of five consecutive years to hold office from the conclusion of the said AGM until the conclusion of 24 th AGM of the Company. Accordingly, the Board recommends the reappointment of M/s. B S R & Co. LLP (FRN: 101248W/W-100022), Chartered Accountants as the Statutory Auditors of your company for a term of five consecutive years from the conclusion of the 24 th AGM until the conclusion of 29 th AGM of the Company which will further be approved by the members of the Company at the ensuing AGM of the Company. The statements made by the statutory auditors in their report are self-explanatory and do not call for any further comments. The auditor’s reports, enclosed with the standalone financial statements in the Annual Report, do not contain any qualification, reservation, or adverse remark on the financial statements for the year ended March 31, 2024. Note – At the Standalone level, the auditor’s reports do not contain any qualifications, or observations or adverse remarks except as provided in point b. of para 2A that in respect of the back-up of a project ticketing software which forms part of the ‘books of account and other relevant books and papers in electronic mode’ of those subsidiaries, has not been maintained on the servers physically located in India. Note – At the consolidated level, the auditor’s reports do not contain any qualifications, or observations or adverse remarks except as provided in point b. of para 2A that in respect of Eight (8) subsidiaries, the back-up of a project ticketing software which forms part of the ‘books of account and other relevant books and papers in electronic mode’ of those subsidiaries, has not been maintained on the servers physically located in India. Details In Respect of frauds reported by Auditors Under Sub-Section (12) of Section 143 other than those which are reportable to the Central Government: Pursuant to Section 143(12) of the Companies Act, 2013, during the financial year under review there were no frauds reported by the Auditors of the Company. Secretarial Auditor Since the Company was a private company limited by shares during the period under review and the Company’s status changed to a public limited company w.e.f. May 16, 2024, Secretarial Audit of the Company for the period under review is not applicable.
During the financial year, the Board of directors (‘Board’) have reviewed the affairs of the subsidiaries and in accordance with Section 129(3) of the Companies Act, 2013, have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, the statement containing the salient features of the financial statements of the Company’s subsidiaries pursuant to the first proviso to sub-section (3) of Section 129, is annexed to this report in the prescribed Form AOC-1 as ‘Annexure B’ . The Company has no joint venture within the meaning of Section 2(6) of the Companies Act, 2013. No company ceased to be subsidiary or joint venture or associate of your Company as on March 31, 2024. The Company is in the process of obtaining a certificate from the Statutory Auditors certifying that the Company is in compliance with FEMA Regulations with respect to downstream investments made in its wholly owned subsidiary Company and other Company as operating during the financial year under review. Extract of Annual Return The details forming part of the extract of the annual return in the prescribed Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the applicable rules made thereunder, is set out herewith as ‘Annexure C’ to this report. Particulars of Contracts or Arrangements with Related Parties The details of the related party transactions, as per applicable accounting standards, form a part of the Notes to the financial statements and have been provided in the Annual Report. The contracts / arrangements / transactions entered into by the Company, during the financial year with related parties, if any, were in ordinary course of business and on arm’s length basis. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this report in the prescribed Form AOC-2 as ‘Annexure D’ . Loan from Directors or from their relatives: Your Company has not borrowed any funds from its directors or from any of their relatives during the year under review. Fractal Employee Stock Option Plan (Fractal ESOP) During the financial year under review, there is no modification in any of the prevalent ESOP Schemes i.e. 2019 Fractal Employees Stock Option Plan (Fractal ESOP 2019) and 2007 Fractal Employees Stock Option Plan (Fractal ESOP 2007). Pursuant to the provisions of Rule 12 of the Companies (Share capital and debentures) Rules, 2014 the information relating to options granted by the Company pursuant to Fractal ESOP 2019 Plan during the financial year under review and other particulars with regard to stock options are set out in ‘Annexure E’ to this report.
Cases received in 2022 and resolved in June and July 2023
Communication ongoing with complainant clubbed as one case.
New cases received
Total Issue raised Resolved
5
3
3 (1 which is clubbed of 3 case and rest 2 which are resolved)
2
2
Internal Financial Control System and its Adequacy Your Company has adequate system of internal financial control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. To further monitor and evaluate adequacy & effectiveness of the internal control systems, your Company conducts internal audit from time to time and take requisite corrective actions, as required, based on the reviews of the internal auditor’s report. Internal Audit M/s. PricewaterhouseCoopers Services LLP, Chartered Accountants, were re-appointed as internal auditors of your Company on July 19, 2023, for a period of 1 year i.e., from financial year 2023-24. Further, the Board at its meeting held on June 17, 2024 recommends the re-appointment of M/s. PricewaterhouseCoopers Services LLP, Chartered Accountants and also the appointment of M/s. Ernst and Young LLP (EY), as Internal Auditors of the Company for a period of 3 years (Financial year 2024-25 to Financial year 2026-27). For the period under review, the Internal auditor
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Fractal Analytics Limited | Annual Report 2023-24
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