Notice
The copies of the existing and proposed altered new set of Articles of Association of the Company (after making consequential changes) are available for inspection by the members at the registered office of the Company on all working days, during business hours up to the ensuing Annual general meeting and will also be made available at the Annual general meeting. As per above stated provisions of the Act and the rules made thereunder, approval of members of the Company by way of special resolution are required for above mentioned approvals. None of the directors, key managerial personnel, of the Company or the relatives of the aforementioned persons are in any way, financially or otherwise concerned or interested in the said resolution, except to the extent of their shareholding in the Company. The Board recommends the resolution set out at Item No 7 of the accompanying Notice for approval of the members as a special resolution. Item No 8 To appoint Ms. Janaki Akella (DIN: 10680793) as Non-Executive Independent Director of the Company. The Board of Directors of the Company (the ‘Board’), basis the recommendations of the Nomination and Remuneration Committee, had vide Board resolution no. 17/2024-25/ BM dated July 26, 2024 had approved the appointment of Ms. Janaki Akella (DIN: 10680793) as an Additional Non – Executive Independent Director of the Company for a period of three (3) consecutive years with effect from August 1, 2024. Ms. Janaki Akella shall hold upto the date of the ensuing Annual General Meeting and is eligible for appointment as Director in capacity of Independent Director. The Company has received from her 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 she is not disqualified under sub-section (2) of Section 164 of the Act, and (iii) a declaration to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act. In the opinion of the Board, Ms. Janaki Akella, is having around 27 years of experience in the field of blending technology
business class travel expenses for Board meetings attended in person and make stay and local hospitality arrangements. A copy of the draft appointment letter appointing Ms. Janaki Akella as an independent director and setting out the terms and conditions of her appointment will be available for inspection as the registered office of the Company. 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 ensuing AGM and shall be appointed as a director by the members. Accordingly, Ms. Janaki Akella (DIN:10680793) holds office as an Additional Non-Executive Independent director up to the date of the ensuing Annual General Meeting and her appointment is hereby placed for the approval of members. The Board recommends the ordinary resolution as set out at Item No: 8 of the Notice for the approval of members.
She fulfils the conditions for independence as specified in the Act, the Rules made thereunder, for the time being in force, to the extent applicable to the Company. Ms. Janaki Akella is entitled to sitting fees in accordance with the policies of the Company and remuneration by way of profit-based commission or any other payment in case of inadequacy of profits as may be recommended by the Board, up to a maximum of USD 1,00,000 per annum, subject to the provisions of the Act and within the overall ceiling limits under the Act and approved by the Shareholders from time to time. Further, the Company may pay or reimburse such fair and reasonable expenditure in accordance with the Company’s policy, as may have been incurred, on reasonable out of pocket actuals while discharging duties as an Independent Director of the Company. This may include reimbursement of reasonable out-of-pocket expenditure incurred for attending Board / Committee meetings, annual general meetings, extraordinary general meetings, court convened meetings and such other functions as may be prescribed by the Board, in furtherance of duties as an Independent Director. The Company will reimburse
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. In terms of Section 14 of the Companies Act, 2013, the consent of the members by way of special resolution is required for adoption of new set of Articles of Association of the Company. Further, in terms of the amended and restated Shareholders’ Agreement dated December 12, 2021 read along with the amendment agreements (together, the ‘SHA’) and the restated Articles of Association of the Company, written consent or affirmative vote is required to be received from an 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 the SHA) for the said matter.
Except Ms. Janaki Akella, 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. Details pursuant to SS-2 issued by the Institute of Company Secretaries of India for appointment of above mentioned Directors as per item no. 8 is stated herewith: Name Janaki Akella DIN 10680793 Date of Birth (Age) October 12, 1960, 63 years Nationality United States of America Date of Appointment as Director August 1, 2024 Designation Additional Non-Executive Independent Director Qualification • Ph.D., Electrical and Computer Engineering, Carnegie Mellon University, Pittsburgh, PA
• M.S., Electrical and Computer Engineering, Boston University, Boston, Ma • B.E. (Honors and Distinction), Electronics & Computer Engineering College of Engineering, Guindy, India • Experience • Independent Director at Southern Company • Independent Director at Sallie MAE • acted as the Google Cloud CIO, Chief of Business Operations, Director, Ads Privacy and Safety, Chief of Staff for Search at Google • Partner as Mc Kinsey & Company, Non-Executive Independent Director appointed for a term of three (3) consecutive years w.e.f. August 1, 2024, and not liable to retire by rotation.
Experience/Expertise
Terms and Conditions of Appointment
Remuneration sought to be paid
As per the terms of Appointment letter
Remuneration last drawn
Not applicable
background with global strategy consulting. The brief summary of Ms. Janaki Akella –
Justification for choosing the appointees for appointment as Independent Directors Number of Meetings of the Board attended during the year
Given her expertise and knowledge as already detailed above, the board considers her appointment would be of immense benefit to the Company.
Not Applicable
Janaki is an intrepid, insightful strategy & operations executive with a solid foundation in technology. She is visionary strategy and operations executive with a strong tech background, driving digital transformations across industries like energy, high-tech, healthcare, and finance. Her expertise spans data, cloud, mobile tech, advertising, privacy, and AI/ML. Janaki’s global perspective and role as the first woman partner in McKinsey’s Business Technology Office highlight her leadership she leads as Google’s Women in Ads ERG and shapes McKinsey’s Business Technology Office
Shareholding in the company List of Other Directorships
Nil
• Southern Company • Sallie Mae • AverQ Inc.
List of Chairmanship or membership of various Committees in other companies Relationship with other Directors of the Company
As per Annexure A
Not Applicable
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Fractal Analytics Limited | Annual Report 2023-24
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