Notice
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. PROXIES, IN ORDER TO BE VALID, MUST BE COMPLETELY FILLED, STAMPED, SIGNED AND RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN TWENTY-FOUR (24) HOURS BEFORE THE COMMENCEMENT OF THE ENSUING ANNUAL GENERAL MEETING. THE MEMBERS ARE ALSO REQUESTED TO SHARE THE SCANNED COPY OF THE FORM AT SOMYA.AGARWAL@FRACTAL.AI 3. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY. IN CASE A PROXY IS PROPOSED TO BE APPOINTED BY A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS, THEN SUCH PROXY SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. 4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board Resolution to the Company, authorizing their representative to attend and vote on their behalf at the meeting. 5. The attendance slip for the members is annexed hereto this notice. Members should bring the attendance slips duly filled in at the meeting to avoid any inconvenience. 6. Pursuant to the Secretarial Standard-2 on “General Meetings” issued by the Institute of Company Secretaries
of India (ICSI), brief resume and relevant details of the Directors proposed to be appointed at the ensuing Annual General Meeting is stated in the Annexure to the Notice. 7. Explanatory Statement as required to be furnished under Section 102 of the Companies Act, 2013 is annexed to this notice. 8. All documents referred to in the notice along with the Register of Directors and Key Managerial Personnel and their Shareholdings, as maintained under Section 170 and Register of Contracts or Arrangements in which Directors are interested as maintained under Section 189 of the Act, will be open for inspection by the members at the registered office of the Company prior to the date of the meeting during normal business hours on working days and will also be made available for inspection at the ensuing annual general meeting. 9. Members are requested to notify any change of address or email id to the Company immediately. 10. Electronic copy of the annual report is being sent to all the members whose email ids are registered with the Company for communication purposes unless any member has requested for a hard/physical copy of the same. In case you wish to get a hard/physical copy of the annual report, you may write to the Company in advance. 11. M embers who hold shares in hard/physical form are advised to dematerialize their shareholding to avail the benefits of dematerialization and to eliminate any possibility of loss of documents and bad deliveries. 12. Route-map to the venue of the ensuing annual general meeting is enclosed at the end of the Notice.
the Board, on the basis of the recommendation of Nomination & Remuneration Committee, the consent of the members of the Company be and is hereby accorded for payment of remuneration upto a maximum of USD 100,000 per annum to Ms. Janaki Akella, Non-executive Independent Director of the Company, in case of no profits/ inadequacy of profits for a period of 3 (three) years commencing from the financial year 2024-25 till 2026-27. RESOLVED FURTHER THAT the members hereby approve that disbursement of all amounts which Ms. Janaki Akella, is entitled to receive pursuant to the terms of her Letter of Appointment (LoA). RESOLVED FURTHER THAT each of the directors of the Board, Ms. Somya Agarwal, Company Secretary of the Company, Mr. Ashwath Bhat and/or Mr. Satish Raman, authorised signatories of the Company be and are severally authorized to execute necessary 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 in this regard, 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 duly certified copies of the above resolutions be furnished to any governmental or regulatory authority as may be required from time to time.” For and on behalf of Board of Directors of Fractal Analytics Limited sd/- Somya Agarwal Company Secretary M No: A17336
and execute all documents, papers, instruments and writings as they may deem necessary, proper, desirable or expedient and to give such directions and/or instructions as they may from time to time decide and to accept and give effect to such modifications, changes, variations, alterations, deletions and/ or additions as regards the terms and conditions as may be required; and any documents so executed and delivered or acts and things done or caused to be one shall be conclusive evidence of the authority of the Board in so doing and any document so executed and delivered or acts and things done or caused to be done prior to the date hereof are hereby ratified, confirmed and approved as the act and deed of the Board, as the case may be. RESOLVED FURTHER THAT each of the directors of the Company and/or Ms. Somya Agarwal, Company Secretary of the Company, Mr. Ashwath Bhat and Mr. Satish Raman, authorised signatories of the Company be and are hereby severally authorized to certify a copy of the above resolutions and issue the same to all concerned parties. RESOLVED FURTHER THAT duly certified copies of the above resolutions be furnished to any governmental or regulatory authority as may be required from time to time.” Item No. 9 - Consideration and approval of the payment of remuneration to Ms. Janaki Akella, Non- Executive Independent Director 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 provisions of Section 149 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) (including any statutory amendment, modification or re-enactment thereof for the time being in force), the rules, regulations, directions, and notifications issued/ framed thereunder, and pursuant to the approval of
Place: Mumbai Date: August 5, 2024
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Fractal Analytics Limited | Annual Report 2023-24
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