Notice
Annexures to the Item no. 2 & 3 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 are stated below:
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 sets out all material facts relating to the business mentioned under Item 5,6,7, 8 & 9 of the AGM Notice. Item No. 5 Appointment of Mr. Sasha Gulu Mirchandani (DIN: 01179921) as Non-Executive Director of the Company. Mr. Sasha Gulu Mirchandani (DIN: 01179921), was appointed as Additional Non-Executive Director of the Company by the Board of Directors w.e.f. April 26, 2024, basis the recommendation of the Nomination and Remuneration Committee. As per the amended and restated Shareholders’ Agreement dated December 12, 2021, read along with the amendment agreements thereof, OLMO Capital group is entitled to nominate 1 director on the Board of Directors of the Company. Accordingly, pursuant to the resignation tendered by Mr. Gulu Mirchandani w.e.f. the close of business hours of April 26, 2024, his son Mr. Sasha Gulu Mirchandani was nominated by OLMO Capital group, on the Board of the Company in accordance with the aforesaid agreement.
The Company has received from him all statutory disclosures / declarations including, (i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”), (ii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act. Pursuant to the provisions of Section 161 of the Act, an Additional director, appointed by the Board shall hold office up to the date of the next Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier. Mr. Sasha Gulu Mirchandani (DIN: 01179921) holds office as an Additional Non-Executive director up to the date of the ensuing Annual General Meeting and accordingly his appointment is proposed for the approval of the members. The Board recommends the ordinary resolution as set out at Item no: 5 of the Notice for the approval of members. Except Mr. Sasha Mirchandani, being appointee, none of the Directors, Key Managerial Personnel or any of their relatives are in anyway concerned or interested, financially or otherwise, in the said resolution.
Srikanth Velamakanni
Pranay Agrawal
Name
DIN
01722758
00485739
Date of Birth (Age)
February 16, 1974, 50 years
February 12, 1975, 49 years
Nationality
Indian
Indian
Date of first appointment on the Board
March 28, 2000
March 28, 2000
Designation Qualification
Whole Time Director
Director
• BS Electrical Engineering • MBA from the Indian Institute of Management (IIM), Ahmedabad
• Bachelor’s in accounting from Bangalore University • MBA from the Indian Institute of Management (IIM), Ahmedabad • Certified Financial Risk Manager from the Global Association of Risk Professionals (GARP) • Pranay is the co-founder of Fractal Group of companies and CEO of Fractal.ai. • He is a certified Financial Risk Manager from the Global Association of Risk Professionals. • Prior to Fractal, Pranay has also worked with financial institutions – ICICI Bank & ANZ Grindlays Bank. • He has been recognized as one of Analytics India Magazine’s Top 20 CEOs of Data Science Service Providers 2023. • He has been recognized with Young Alumni Achiever’s Award 2018-19 by IIM Ahmedabad.
Experience/ Expertise
• Srikanth leads Fractal group of companies which includes Fractal.ai & Fractal alpha (Qure.ai, analytics Vidhya, asper.ai) • Prior to Fractal, Srikanth has also worked with financial institutions – ICICI Bank & ANZ Investment Bank • He is member of the executive council of NASSCOM and has chaired Nasscom’s collaboration with MeitY on Open Government Data and was invited to the Prime Minister›s AI advisory council. • He serves as non-executive Chairman on the board of IdeaForge, a deep-tech drone startup. Additionally, holds positions as an Independent Director in Metro Brands, BARC India, and NIIT Ltd. • He is the Founder and trustee at Plaksha University - a collective philanthropic effort to reimagine technology education and research. • He has been recognized with Young Alumni Achiever’s Award 2018-19 by IIM Ahmedabad. Re-appointment as Director of the Company, liable to retire by rotation to comply with the provisions of Section 152 of the Companies Act, 2013.
Details pursuant to SS-2 issued by the Institute of Company Secretaries of India for appointment of Directors is stated herewith: Name Sasha Gulu Mirchandani DIN 01179921 Date of Birth (Age) February 26, 1972 (52 years) Nationality Indian Date of first Appointment as Director April 26, 2024 Designation Additional Non-Executive Director Qualification He completed his Business Administration from Strayer University and did his MMDP at IIM Ahmedabad. Experience/Expertise • Sasha Mirchandani is the Founder & Managing Partner at Kae Capital and Co- founder of Mumbai Angels.
Terms and Conditions of Appointment or Reappointment. Remuneration sought to be paid
Re-appointment as Director of the Company, liable to retire by rotation to comply with the provisions of Section 152 of the Companies Act, 2013.
*INR 10,01,76,000
#1
Remuneration last drawn *INR 5,67,64,491
# 2
Number of Board Meetings attended during their tenure in the F.Y. 2023-24 5
4
Shareholding in the Company (Equity Shares of Rs. 1/- each). List of Directorship held in other Companies (including Private Limited Companies)
15,27,378 Equity shares
16,96,174 Equity shares
• Previously, he was at BlueRun Ventures as Managing Director for India. Before joining BlueRun Ventures he was CEO and Founder of Imercius Technologies. • Prior to that he was at Mirc Electronics (Onida) where he was Head of Corporate Affairs and new business. • Sasha sits on the Boards of Hathway Cable and Datacom Limited, Nazara Technologies Limited, HealthKart, YPO Gold Mumbai Chapter among others. • He is a Charter Member at TiE Mumbai and was inducted into their 2019 Hall of Fame as an Outstanding Angel Investor. • He is also a past President of Entrepreneurs Organisation (EO) Mumbai. • His investments include Zetwerk, Porter, Fractal Analytics, InMobi, Myntra, Tata 1Mg, Healthkart etc. Previously he served on the Boards of Zee Entertainment, Myntra, Tata 1Mg, Ador Welding Limited among others. Appointed as Additional Non-Executive director w.e.f. April 26, 2024. The terms and conditions of the appointment shall be as mutually agreed between Mr. Sasha Gulu Mirchandani and the Board of the Company.
• NIIT Limited • IdeaForge Technology Limited • Broadcast Audience Research Council • Fractal Analytics Limited • Fractal Analytics Inc. (USA)Limited • Fractal Private Limited (Singapore) • Fractal Analytics Sweden AB • Fractal Analytics Germany GmbH • Theremin AI Solutions Private Limited • Metro Brands Limited
• Fractal Analytics Limited • Fractal Analytics Inc. (USA)
• Asper.Ai Technologies Private Limited (Formerly knowns as Samya.Ai Technologies Private Limited) • Asper.Ai Inc. (Formerly known as Samya.Ai Inc.) • Asper.ai Limited (Formerly known as Samya.Ai Limited)
Terms and Conditions of Appointment
Membership/ Chairmanship of Committees of other Boards Relationship with other Directors, KMP of the Company.
As per Annexure A
NIL
Remuneration sought to be paid
Not Applicable Not Applicable Not Applicable
-
-
Remuneration last drawn
Number of Meetings of the Board attended during the year
*Note: The above pay mentioned is converted to INR every year at the beginning of the year, based on the average of the past 3 months exchange rate. The exchange rate for the year is INR 83.48 for every USD. 1. Mr. Pranay Agrawal, Director of the Company, is also a director of Fractal Analytics Inc., a wholly owned subsidiary of the Company and draws remuneration from the above subsidiary. 2. Mr. Pranay Agrawal, Director of the Company, is also a director of Fractal Analytics Inc., a wholly owned subsidiary of the Company and draws remuneration from the above subsidiary.
Shareholding in the Company
Nil 3
3. Mr. Sasha Gulu Mirchandani does not have any direct shareholding in the Company through.
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Fractal Analytics Limited | Annual Report 2023-24
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