InterGlobe Aviation Limited — Board/Management Information 2019

Aug 28, 2019

August 28, 2019

IGAUSECT/O8-19/15

To National Stock Exchange of India limited Exchange Plaza, C - 1 , Block G Bandra Kurla Complex, Bandra - (E) Mumbai - 400 051

To Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai - 400 001 Scrip Code: 539448

Dear Sir,

Symbol: INDIGO

Sub : Disclosure under Regulation 30 of the SEBI (listing Obllgatlons and Disclosure Ae�ulrements) Aegulatlons, 2015 ("listing Regulations'')

Pursuant to Regulation 30 read with Schedule Ill of the Listing Regulations, we hereby inform you that the members of the Company at the Sixteenth Annual General Meeting held on August 27, 2019 have passed the following resolutions with requisite majority -

I. Appointment of Mr. Meleveetil Damodaran (DIN 02106990) as an Independent Director of the Company to hold office for a term of five consecutive years, with effect from January 23, 2019, not liable to retire by rotation, as an Ordinary Resolution.

The Company had earlier informed both the stock exchanges about the appointment of Mr. Meleveetil Damodaran as an Independent Director as Additional Director of the Company with effect from January 23, 2019.

lnte,Globe Aviation limited

C

II. Appointment of Mr. Anil Parashar (DIN 00055377) as Non - Executive Director of the Company, liable to retire by rotation, with effect from August 27, 2019 as an Ordinarv Resolution.

The Company had earlier informed both the stock exchanges about the appointment of Mr. Anil Parashar as Non - Independent Non - Executive Director as Additional Director of the Company with effect from October 16, 2018, on October 17, 2018.

The details as required under Listing Regulations read with SEBI Circular CIR/CFD/CMD/4/2015 dated 9 September 2015 in relation to the appointment of directors, are attached as Annexure I to this letter.

Ill. Appointment of S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration no. 301003E/E300005) as the Statutory Auditors of the Company, in place of retiring Auditors B S R & Co. LLP, Chartered Accountants (Firm Registration no. 1 Ol 248W/W-100022), for a period of five consecutive years, to hold office from the conclusion of the sixteenth Annual General Meeting of the Company till the conclusion of twenty first Annual General Meeting of the Company to be held for Financial Year 2023-24, as an Ordinarv Resolution.

The Company had earlier informed both the stock exchanges about the recommendation of appointment of SR Batliboi & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company, in place of retiring Auditors BS R & Co. LLP, Chartered Accountants by the Board of Directors of the Company at its meeting held on May 27, 2019.

IV. Approval for alteration in Articles of Association of the Company as Special Resolution

The members have approved the alteration in Articles of Association of the Company by by deleting the existing Article 17.1 and substituting with the new Article as Article 17.1 to increase the maximum number of Directors of the Company from its present strength of six ( 6) to ten ( 10) in the manner as stated in the proposed Article 17 .1 of the Articles.,

as recommended by the Board of Directors at its meeting held at July 20, 2019 and informed to the stock exchanges. The text of new and old Article 17 .1 are attached as Annexure II

The Company further Inform that In compliance with SEBI Order dated June 14, 2018 to the Stock Exchanges and further SEBI Circular No. UST/COMP/ 14/2018-19 dated June 20, 2018, we confirm that Mr. Meleveetil Damodaran and Mr. Anil Parashar have not been debarred from holding the office of director by virtue of any SEBI order or any other such authority.

This is for your Information and record.

Thanking you For lnterGlobe Aviation limited

Company Secretary and Chief Compliance Officer Encl as above

���

Details under Aegulatlon 30 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular CIA/CFD/CMD/4/2015 dated September 09, 2015

S.No.	Particulars	DetailsMr.ofDamodaron	Mr.PQrasharDetailsof
1.	Reasonforchange	as an IndependentAppointmentDirector	as Nof<br>Appointment-ExecutiveDirector
2.	Dateofappointment &termofappointment	23,2019,Januaryfora term offiveconsecutive years	27,2019August(liableto retire byrotation)
3.	Briefprofile	Mr.MeleveetilDamodaranheldanumberofimportant positions inCentralGovernmentstheandStateIndia'sfinancialandinsector,includingChairman,SecuritiesandBoard(SEBI),ExchangeofIndiaof(UTI),Chairman,UnitTrustIndiaChairman,IndustrialDevelopmentBankofIndia(IDBI),andChiefGovernmentSecretary,ofTripura.Aftersuccessfultenures at UTIandIDBI,whereheledtheturn aroundefforts,andSEBIwhereheatintroducedimprovedcorporategovernance practices, heset upPrivateExcellenceEnablersLimited	Mr.Parasharhasextensiveoperationalandfinancialin handlingexperiencevariousofbusinessincludingaspectsfundscapitalraising&restructuring,mergersacquisitions,statutorycompliances,relationsinvestorandlongterm planning.HeisWholecurrentlythetime DirectoroflnterGlobeTechnologyQuotientPrivatelimited(ITQ).Heis creditedwithover 30yearsofrichincludingexperienceleadershippositions at SwissAirandAsbestosCementCompany.
		(EEPL),Governancea CorporateandBoardAdvisoryconsultancy

S.No.	Portlculors	Detolls of Mr. Domodoron	Details of Mr. Poroshor
		firm.Hispioneeringroleinpromoting Corporate GovernanceinIndiainvestsEEPLwithanexperience -based leadership rolein corporate governance advisorywork. In addition, he is presently aconsultant,advisor,coachandmentor and serves on the Boards ofsome leading companies as well ason the Advisory Boards of someforeign entitles.
4.	ofDisclosuresrelationshipbetween Directors	NII	Nil

Alteration In Articles of Association of the Company by deleting the existing Article 17.1 and substituting with the following Article as Article 17 .1:

New flrtlde 17. 1-

Subject to the provisions of the Act and until determined bf/ a special resolution at a General Meeting of the Companv, the number of Directors shall be 10 (ten) to be constitvted in the following manner:

(i) /G€ Group shall collectivetv have the right exercisable bf/ it direct!(,' or through it:s nominee to (a) nominate 5 (five) non-independent Directors (one of whom shall alwavs be: an officer nominated bf/ the IG€ Group under Article 17.4) and 1 (one) of these 5 (five) non-independent Directors, at the option of the IG€ Group, mav be appointed as a non-retiring Director, and (b) remove from office anv of such Directors and to nominate or appoint, as the case mav be, anv other Director to fill the vacancv caused due to removal, resignation, death or for am,1 other reason. It is clarified that, the Director nominated or appointed on the Board from the officers identified under Article 17.4 shall be replaced onlv bf/ another officer identified in Rrtide 17.4. The Chairman of the Board shall be appointed on the nomination of the IG€ Group which nomination bf/ /G€ Group shall not affect RG Group's right in Article 17.1 (ii).

(ii) RG Group shall collective!(,' have the right exercisable bf/ it direct!(,' or through its nominee to (a) nominate 1 (one) non-independent Director, who shall be appointed as a non-retiring Director, and (b) remove from office such Director and to nominate or appoint, as the case mav be, anv other non-retiring Director to fill the vacancv caused due to removal, resignation, death or for anv other reason.

(iii) 4 (four) independent Directors.

&/sting Rrtlde 17. 1-

Subject to the provisions of the Act and until determined by a special resolution at a General Meeting of the Company, the number of Directors shall be 6 (six) which shall be constituted in the following manner:

(i) IGE Group shall collectively have the right exercisable by it directly or through its nominee to (i) nominate 3 (three) of the non-independent Directors, l (one) of whom shall be a nonretiring Director, and (ii) to remove from office such Directors and to appoint any other Director to fill the vacancy caused due to removal. resignation, death or for any other reason. The Chairman of the Board shall be appointed on the nomination of the IGE Group which nomination by IGE Group shall not affect RG Group's right in Article 17. l (a)(ii).

(ii) RG Group shall collectively have the right exercisable by it directly or through its nominee, to nominate l (one) non-independent Director, who shall be non-retiring, and to remove from office such Director and appoint any other Director to fill the vacancy caused due to removal, resignation, death or for any other reason.