Notice
The members may note that the board of directors of the Company (‘Board’) vide resolution no. 16/2024-25/BM dated July 26, 2024, had approved the alteration to the Articles of Association of the Company (“Articles”), subject to approval of the members, by substituting existing Articles of Association of the Company with a new set of Articles of Association of the Company to incorporate the terms and conditions of the Third Amendment Agreement to the restated shareholders’ Agreement dated December 12, 2021 as produced below: 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 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
^On goal achievement set and agreed to by the Nomination and Remuneration Committee #Increment percentage mentioned here is only a reference point. The actual increment percentage year on year will be lower of inflation (US CPI) or 5%. D. Other terms and conditions: There is no change being proposed from previous terms. 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. Further, the Board hereby recommends to the members for approval by way of a special resolution, the payment of remuneration as listed above to Mr. Srikanth Velamakanni as Whole-time Director of the Company for a period of 5 consecutive years effective from June 30, 2024, till June 29, 2029, in case of no profits/ inadequacy of profits, in accordance with the provisions of 197, 198 read with Schedule V and all other applicable provision of the Companies Act, 2013 read with applicable rules, regulations (including any statutory modification(s) thereto or re-enactments thereof, for the time being in force. Accordingly, the Board recommends the special resolution as set out at Item No: 6 of the Notice for the approval of Members. Except Mr. Srikanth Velamakanni, to whom the resolution relates, none of the Directors, Key Managerial Personnel or any of their relatives are in anyway concerned or interested in the said resolution. Item No. 7 Alteration to the Articles of Association of the Company. It is proposed to make consequent amendments to the existing Articles of Association (“AoA”) of the Company in order to align the same with the terms of the Third Amendment Agreement to the Shareholders’ Agreement dated December 12, 2021 between the Company, TPG Fett Holdings Pte. Ltd. (‘TPG’), Quinag Bidco Ltd. (‘Apax’), Mr. Pranay Agrawal, Mr. Srikanth Velamakanni (collectively referred to as the ‘Founders’), Mr. Gulu Mirchandani, Ms. Gita Mirchandani (collectively referred to as the ‘OLMO Capital’), Ms. Chetana Kumar, Ms. Rupa Krishnan Agrawal and Mr. Narendra Kumar Agrawal.
List of Other Directorships
• Hathway Cable and Datacom Limited • Nazara Technologies Limited • Bright Lifecare Private Limited • Proparent Solutions Private Limited • Theremin AI Solutions Private Limited • Kae Capital Management Private Limited • Mumbai Angel Venture Mentors • HST Solar Farms Inc. • CloudByte Inc.
List of Chairmanship or membership of various Committees in other companies Relationship with other Directors of the Company
As per Annexure A
Not Related
Item No. 6 To approve the re-appointment of Mr. Srikanth Velamakanni (DIN: 01722758) as a Whole-time Director and renewal of terms of appointment and remuneration Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board at its meeting held on April 01, 2021, had re-appointed Mr. Srikanth Velamakanni, as a Whole-Time Director (‘WTD’) of the Company for a period of 3 years from April 01, 2021, to March 31, 2024. Further, based on the recommendation of the NRC, the Board at its meeting held on March 27, 2024, had extended the term of appointment of Mr. Srikanth Velamakanni for a further period of 90 days till the terms of his appointment are finalized. Pursuant to the conversion of Company from private company limited by shares to public company limited by shares the exception of non-applicability of sub-section 4 and 5 of Section 196 of Companies Act, 2013 as per the MCA Notification dated June 05, 2015, was no longer available to the Company. Accordingly, pursuant to the provisions of Section 196(4), 197 of the Companies Act, 2013 and Schedule V of the Companies Act, 2013, the appointment of Mr. Srikanth Velamakanni and terms and conditions of his appointment and remuneration payable by the Company should be approved by the members by a special resolution passed at the ensuing general meeting of the company Accordingly, it was proposed to consider and approve the re-appointment and renewal of his term as a Whole-time Director of the Company for a further period of 5 years effective from June 30, 2024, till June 29, 2029, on such terms and conditions and at such revised remuneration, Further, 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. Further, in accordance with the terms of the amended and restated shareholders’ agreement dated December 12, 2021, including amendment thereto (the “SHA”) and the Articles of Association of the Company, prior written consent or an affirmative vote at the meeting was required to be obtained from Apax Director or the Apax Group and TPG Director or TPG group (as defined under the SHA) in relation to this Investor reserved matter (as defined under SHA) for the said matter. Since, his tenure as Whole-time director shall be completed on June 30, 2024, it is now proposed to re-appoint Mr. Srikanth Velamakanni as Whole-time Director of the Company for a period of 5 consecutive years effective from June 30, 2024, till June 29, 2029, in accordance with following terms and conditions:
A. Terms of the re-appointment: period of 5 years with effect from June 30, 2024. B. Business Designation/Title: Group Chief Executive and Executive Vice-Chairman C. Terms of the revised remuneration: the remuneration structure is as follows:
FY23-24 (Current) $574,327
FY 24-25 $800,000
FY 25-26 $840,000
FY 26-27 $882,000
FY 27-28 $926,100
FY 28-29 $972,405
Base Salary*
Assumed increment
5%#
5%#
5%#
5%#
Variable Pay*^ Total Salary*
$220,500
$400,000
$420,000
$441,000
$463,050
$486,203
$794,827 $1,200,000 $1,260,000 $1,323,000 $1,389,150 $1,458,608
INR/USD INR Salary
82.6
83.48
83.48
83.48
83.48
83.48
C 65,302,986 C 100,176,000 C 105,184,800 C 110,444,040 C 115,966,242 C 121,764,554
*Any pay mentioned in USD is a reference point and will be converted to INR every year at the beginning of the year, based on the average of the past 3 months exchange rate
62
63
Fractal Analytics Limited | Annual Report 2023-24
Made with FlippingBook - PDF hosting