Notice
D. Other terms and conditions: There is no change being proposed from previous terms.
governmental, regulatory or statutory authorities (including relevant Registrar of Companies) or third parties, as the case may be and execute all such deeds and documents and take all such steps and do all such acts, matters, deeds and things as may be necessary, expedient or desirable to give effect to the aforementioned resolutions. RESOLVED FURTHER THAT each of the directors or Ms. Somya Agarwal, Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds and things as may be expedient and necessary to give effect to this resolution, including without limitation signing, issuing and delivering a certified true copy of the foregoing resolution to any concerned persons / authority.” Item No. 8 – Appointment of Ms. Janaki Akella (DIN: 10680793) as Non-Executive Independent Director of the Company To consider and if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution : “ RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (the ‘Act’) (including any statutory modification or re-enactment thereof for the time being in force), and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act and in accordance with the Memorandum and Articles of Association of the Company, amended and restated shareholders’ agreement dated December 12, 2021 read along with the amendment agreements (“SHA”) thereof, Ms. Janaki Akella (DIN: 10680793), who was appointed as an Additional Non- Executive Independent Director by the Board of Directors of the Company (the ‘Board’) on August 01, 2024 on the basis of the recommendations of the Nomination and Remuneration Committee, and who holds office upto the date of the ensuing Annual General Meeting of the Company (AGM) and being eligible for appointment has consented to act as a Director of the Company and has submitted a declaration that she meets the criteria of independence as provided in Section 149(6) of the Act, and in respect of whom a notice u/s 160 has been received from Ms. Somya Agarwal, member of the Company proposing her candidature as a Director be and is hereby appointed as Non-Executive Independent Director of the Company to hold office for a term of three (3) consecutive years on the Board of the Company, upto July 31, 2027.” RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, each of the directors of the Board and/ or Ms. Somya Agarwal, Company Secretary of the Company, Mr. Ashwath Bhat and Mr. Satish Raman, Authorized Signatories of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem necessary, proper or desirable for such purpose, and to make any filings, including with the Registrar of Companies, Maharashtra at Mumbai, furnish any returns or submit any other documents to any government, statutory or regulatory authorities as may be required, and to settle any question, difficulty or doubt and to negotiate, finalize
for appointment as a Joint Non- Executive Director, at their sole discretion, jointly engage an executive search firm to identify suitable candidates for appointment as Joint Non- Executive Director who will be appointed by the Company, on such terms and conditions as may be agreed between the Company and such executive search firm. On and from the Second Amendment Effective Date, Mr. Gavin Patterson shall be deemed to be the Joint Non-Executive Director appointed jointly by the Investors and Mr. Gavin Patterson shall remain as the Joint Non-Executive Director until such time as: (i) he resigns; or (ii) both Investors request jointly in writing, for any reason whatsoever, his removal as the Joint Non-Executive Director. Upon resignation of Mr. Gavin Patterson as a director of the Company or on receipt of written joint request from both Investors for the removal of Mr. Gavin Patterson, each Party hereto shall take all actions necessary to effect such removal and appoint a replacement in accordance with this ARTICLE 2.1.1 (e).; and f. 3 (three) Independent Directors will be appointed based on approval by a simple majority of the Board, who shall hold office until: (i) such Independent Directors resign; or (ii) the Board may, for any reason whatsoever, remove either or all of them, as Independent Directors pursuant to an approval by a simple majority of the Board; or (iii) expiry of their tenure pursuant to the terms of their appointment or applicable Law. In the event of a vacancy arising on account of resignation and/or removal of an Independent Director or the office of the Independent Director becoming vacant for any reason, the Board will have the right to fill any such vacancy in accordance with ARTICLE 2.1.2. The initial Independent Directors who have been appointed on the Board pursuant to the second amendment agreement dated 27 December 2022 to the Shareholders Agreement pursuant to this ARTICLE 2.1.1(f) are Ms. Karenann Terrell and Ms. Neelam Dhawan. 4. Paragraph (e) of Annexure - 2 and Paragraph (c) of Annexure – 3 shall stand substituted and be replaced in its entirety by the following paragraph: Board Size: Increase in the size of the Board beyond 11 (Eleven) directors, other than a re- constitution of the Board in accordance with ARTICLE 2.3.3 pursuant to an IPO approved by the IPO Committee. RESOLVED FURTHER THAT each of the directors or Ms. Somya Agarwal, Company Secretary of the Company, be and are hereby jointly, and/or severally authorized to make all necessary filings, notifications and intimations with relevant
executed by and between the Company, TPG Fett Holdings Pte. Ltd, Quinag Bidco Ltd., Mr. Pranay Agrawal, Mr. Srikanth Velamakanni, Ms. Chetana Kumar, Ms. Rupa Krishnan Agrawal, Mr. Narendra Kumar Agrawal, Mr. Gulu Mirchandani and Ms. Gita Mirchandani(/OLMO’) and Section 5, 14 and other applicable provisions, if any, of the Companies Act, 2013 read with applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) or any other law thereof for the time being in force), and other applicable laws and regulations and such requisite approvals, permissions, sanctions and consents as may necessary in this regards, and on such terms and conditions as accepted by the Board of Directors of the company (the ‘Board’), the consent and approval of the Members be and is hereby accorded for replacing the existing set of Articles of Association with the new set of Articles of Association to incorporate below changes in line with the third amendment agreement to the SHA: 1. Insertion of below Article 1.1.130 in Part B: 1.1 “Second Amendment Effective Date” shall mean 27 December 2022. 2. Renumbering of Articles 1.1.131 to 1.1.163 pursuant to above insertion. 3. Replacing article 2.1 and 2.1.1 of Part B in entirety and substituting with the following: 2.1. Number of Directors 2.1.1T he Shareholders agree that, with effect from the Closing Date, the Board shall consist of a maximum of 11 (eleven) Directors, and shall be constituted in the following manner: a. the Founder Group shall be collectively entitled to nominate 2 (two) Directors on the Board; b. the OLMO Capital Group shall be entitled to nominate 1 (one) Director on the Board; c. subject to ARTICLE 3.3.4, Apax Group shall be entitled to nominate 2 (two) Directors on the Board; d. subject to ARTICLE 3.3.4, TPG Group shall be entitled to nominate 2 (two) Directors on the Board; and e. subject to ARTICLE 3.3.4, the Investors shall be entitled to jointly nominate 1 (one) non- executive non-independent director (“Joint Non-Executive Director”) on the Board. The Investors, acting jointly, shall have the right to require the removal or replacement of the Joint Non-Executive Director following a written notice to the Board. Upon the resignation by a Joint Non-Executive Director or removal / replacement of a Joint Non-Executive Director by the Investors, the Investors shall have the right to nominate a replacement as the Joint Non-Executive Director and the Investors may, in connection with identification of candidates
Summary of previous terms and conditions for reference. Severance: Severance of 12 months (Base pay) Non-compete Fee: Payment of 6 months (Base pay) on complying with the non-compete terms for 12 months post termination. Other Benefits: • Healthcare Benefits: Group Health Insurance for Self, Spouse, two dependent Children & Parents (Self / Spouse) • Group Life Insurance & Personal Accidental Insurance • Flexitime & Flexspace • Mobile phone bills for official business calls • All business-related travel, accommodation and business development expenses. RESOLVED FURTHER THAT in the event of any loss or inadequacy of profits in any financial year, during the currency of tenure commencing from the June 30, 2024 until June 29, 2029 of Mr. Srikanth Velamakanni, (DIN 01722758) as the Whole time director of the Company, he shall be paid remuneration as specified under of Schedule V of the Companies Act, 2013 as minimum remuneration. RESOLVED FURTHER THAT the differential remuneration between his current employment agreement and the new employment agreement will be paid to him for the period April 2024 to June 2024. RESOLVED FURTHER THAT each of the director of the Company and Ms. Somya Agarwal, Company Secretary of the Company and Ms. Rohini Singh, Chief People Officer, be and are hereby severally authorized to execute any other related documents or make all such necessary filings, intimations with or to the concerned regulatory, statutory or governmental authorities or third parties, as may be applicable, and do all such acts, deeds and things, as may be required for and on behalf of the Company pursuant to, or for giving effect to this resolution. RESOLVED FURTHER THAT each of the director of the Company and Ms. Somya Agarwal, Company Secretary of the Company, be and are hereby severally authorized as an authorized signatory to sign, issue and deliver a certified true copy of the foregoing resolution to the concerned person/ authority, as may be required, in this regard.” Item No. 7- Alteration to the Articles of Association of the Company. To consider and if thought fit, pass the following resolution with or without modification(s) as a special resolution : “ RESOLVED THAT pursuant to the amended and restated Shareholders’ Agreement dated December 12, 2021 read along with the amendment agreements (“SHA”) thereof,
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Fractal Analytics Limited | Annual Report 2023-24
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