Board's Report
Corporate Social Responsibility (“CSR”) Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social responsibility) Rules, 2014, your Company has framed a policy on CSR and constituted a Corporate Social Responsibility and Environmental, Social, and Governance (CSR & ESG) committee and has framed a policy on CSR. The Board of Directors of your Company vide Circulation resolution dated June 28, 2023 approved the amendments to the existing Corporate Social Responsibility & Environmental, Social, and Governance (‘CSR & ESG’) Policy to align it with the extant CSR regulations under Companies Act, 2013. CSR policy is available on website of the Company at https:// fractal.ai/csr/ Fractal’s Corporate Social Responsibility (CSR) philosophy centers around making a positive impact on people, the planet that we share and the communities that Fractal is honored to operate in. Fractal CSR thrust areas include - i) enhancing equitable educational outcomes for disadvantaged children, ii) empowering women to be financially independent and iii) improving quality & affordability of healthcare, safe housing solutions. The CSR activities of the Company were undertaken primarily through partnering with a registered trust, Section 8 Company or society which work closely on the same lines as the CSR objectives of the Company i.e., 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. As part of its CSR initiatives, the Company contributed funds to “Fractal BAIF Project, Providing Artificial Aids and appliances to disabled, Operation of I Mobile labs, Scholarship Support for Higher Education”. The details about the policy developed and implemented by the Company on CSR initiatives taken during the year are set out under ‘Annexure F’ to this report. Sexual Harassment Policy The Company has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. As per this policy, an internal complaints committee (‘ICC’) has been constituted and a formal process of raising and handling a complaint has been set up. The details in relation to this policy and complaints received, if any, during the year are set out under ‘Annexure G’ to this report Compliance with Secretarial Standards The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e., SS-1 relating to “Meetings of the Board of Directors” and SS-2 relating to “General Meetings” and the Company has complied with the Secretarial Standards during the financial year under review.
Significant and Material Orders The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company’s operations in future. Details of Application Made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 The disclosure under this head is not applicable to the Company as the Company has no proceedings pending nor any applications were made thereunder. The Details of Difference Between Amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loan from the banks or financial institutions along with the reasons: There has been no such instance, hence the disclosure under this head is not applicable to your Company. Acknowledgement Your directors would like to express sincere gratitude to all the valuable stakeholders of the Company viz., customers, shareholders, vendors, bankers, business associates, regulatory authorities, Central and State Government Departments, government authorities for their excellent support and co- operation extended by them during the financial year under review. The Board of Directors also places on record its appreciation for the valuable contribution made by the employees at all levels for their dedication, hard work, support, and co- operation during the financial year. For and on behalf of Board of Directors of Fractal Analytics Limited sd/- sd/- Srikanth Velamakanni Sasha Mirchandani Whole-time Director Additional Director DIN: 01722758 DIN: 01179921 Date: June 17, 2024 Date: June 17, 2024 Place: London Place: London Registered Office Address: Level 7, Commerz II, International Business Park, Oberoi Garden City, Off. Western Express Highway, Goregaon (East), Mumbai- 400 063
Earnings in Foreign Currency:
as a going concern, by way of slump sale. Further, Final Mile Consultants Private Limited had divested it’s stake in Final Mile Consulting LLC, to Fractal Analytics Inc., w.e.f. August 14, 2023 d. Pursuant to the amendments in ODI regulations, the Board of Directors of the Company vide its board resolution dated July 19, 2023, had transferred its shareholding in Asper.ai Technologies Private Limited (Asper India) to Asper.ai Inc (Asper US) and as a result of, which Asper.ai Technologies Private Limited ceased to be a wholly owned subsidiary of the Company. e. The Board of Directors of your Company, for the sake of simplification of the group structure (thereby reducing administrative cost and multiplicity of legal and regulatory compliances) had at its meeting held on March 04, 2024, proposed the restructuring of specific entities/business within the group. Pursuant to the same, the following actions have taken place: i. Neal Analytics, LLC (‘Neal US’) –Neal Analytics LLC (Neal US) has been merged with Fractal Analytics Inc. (Fractal US), pursuant to filing and approvals from relevant authority in New York and Washington. Effective date of merger: New York – April 9,2024 and Washington – April 29,2024. ii. Board of Cuddle.ai Inc (Delaware) has
March 31, 2024 ( E in Million)
March 31, 2023 ( E in Million)
Particulars
Income from consultancy
1,310
1,068
Inter Company Sales
8,488
7,099
Third Party Product Sales
-
-
Total
9,798
8,167
Expenditure incurred in Foreign Currency:
March 31, 2024 ( E in Million)
March 31, 2023 ( E in Million)
Particulars
Remuneration & Allowances to Employees for On-site Work.
Nil
9.77
Professional Fees
13.29
34.47
Others
18.13
21.31
Total
31.42
65.55
Value of Goods Imported on Cost, Insurance and Freight (CIF) basis in respect of:
March 31, 2024 ( E in Million)
March 31, 2023 ( E in Million)
Particulars
Remuneration & Allowances to Employees for On-site Work.
Nil
-
approved the dissolution on March 31, 2024 and Secretary of State of Delaware have approved it w.e.f. April 24, 2024.
Total
Nil
-
Significant Events during the Financial Year and After Balance Sheet Date, if any 1. During the financial year under review the following business integration had taken place: a. Cuddle Artificial Intelligence Private Limited, a wholly- owned subsidiary of your Company, vide board resolution dated April 26, 2023, has approved the transfer its product/ intellectual property along with associated assets, liabilities, licenses, intellectual property rights, regulatory approvals, permits, contracts and employees in relation to the product by means of a business transfer to your Company, as a going concern, by way of slump sale. b. N eal Analytics Services Private Limited, a wholly owned subsidiary of your Company, vide board resolution dated April 26, 2023, has approved the transfer its assets, liabilities, regulatory approvals, permits, contracts and employees to your Company, as a going concern, by way of slump sale. c. Final Mile Consultants Private Limited, a wholly owned subsidiary of your Company, vide board resolution dated May 26, 2023, has approved the transfer of its assets, liabilities, regulatory approvals, permits, contracts and employees to your Company,
f. The Company’s WOS, Senseforth AI Research Pvt. Ltd. (Senseforth India), as an integral part of its business strategy for the upcoming financial year had proposed to undertake the restructuring of the Company basis the performance evaluation, rationalisation and for the sake of operational convenience, on a going concern basis by way of slump sale. It has three segments: a) Product development unit b) Services unit – Right to exploit the business through payment of royalty to Senseforth, Inc. (‘Senseforth US’) (IP owner) c) Flyfish IP unit – Currently Fractal is the reseller Accordingly, it was proposed by Senseforth India Board on April 1, 2024 to integrate, business segments - Unit a and Unit b of Senseforth India with the Company by way of transfer of the assets, liabilities, employees, patents, patent applications, trade names, trademarks, trademark registrations, service marks, service mark registrations, copyrights, trade secrets and similar intellectual property rights, regulatory approvals, permits, contracts by means of a business transfer from Senseforth India to the Company, on a going concern basis by way of slump sale.
88
89
Fractal Analytics Limited | Annual Report 2023-24
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