InterGlobe Aviation Limited — Board/Management Information 2019

Aug 28, 2019

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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

Symbol: INDIGO

Scrip Code: 539448

Dear Sir,

Sub : ~~Disclosure under Regulation 30~~ of the SEBI (listing Obllgatlons and ~~Disclosure Ae�ulrement) 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.

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lnte,Globe Aviation limited Regi[stered Office: C entral Wing, Ground floor, Thopor House, 124 Janpoth, Ne,u Delhr-110 001, Indio. F 0ll-43513200. Email: carporate@golndigo.in ] Corporate Office: L evel 1, Tower(, Global Business Park, MG Road, Gurgaon-122 002, Haryana. India. T +91 124 435 2500. F +91 124 406 85 36 gaindlgo.ln CINno.: L62100DL2004PLC129768

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• 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/W100022), 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 S R 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.,

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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 ���

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Company Secretary and Chief Compliance Officer Encl as above

Arinexure - I

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

**S. **	No.	Particulars		Details of Mr. Damodaron	Details of Mr. PQrashar
1.		Reason for change		Appointment as an Independent	Appointment as*Nof*-Executive
				Director	Director
2.		Date	of	January 23, 2019, for a term of five	August 27, 2019
		appointment &	term	consecutive years	(liable to retire by rotation)
		of appointment
3.		Brief profile		Mr. Meleveetil Damodaran held a	Mr. Parashar has extensive
				number of important positions in	operational and financial
				the Central and State Governments	experience in handling various
				and in India's financial sector,	aspectsof businessincluding
				including Chairman, Securities and	raising funds capital
				Exchange Board of India (SEBI),	restructuring, mergers &
				Chairman, Unit Trust of India (UTI),	acquisitions, statutory
				Chairman, Industrial Development	compliances, investorrelations
				Bank of India (IDBI), and Chief	and long term planning. He is
				Secretary, Government of Tripura.	currently the Whole time Director
				After successful tenures at UTI and	of lnterGlobe Technology
				IDBI, where he led the turn around	Quotient Private limited (ITQ).
				efforts, and at SEBI where he	He is credited withover30 years
				introduced improved corporate	of rich experience including
				governance practices, he set up	leadership positions at Swiss Air
				Excellence Enablers Private Limited	and Asbestos Cement Company.
				(EEPL), a Corporate Governance
				and Board Advisory consultancy

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**S. **	No.	Portlculors		Detlls of M. Domoorn		Details of M. Porshor
				firm. His pioneering role in
				promoting Corporate Governance
				in India invests EEPL with an
				experience - based leadership role
				in corporate governance advisory
				work. In addition, he is presently a
				consultant, advisor, coach and
				mentor and seres on the Boards of
				some leading companies as well as
				on the Advisory Boards of some
				foreign entitles.
4.		Disclosures	of	NII	Nil
		relationship
		between Directors

Annexure - II

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 o Directors, at the option of the IG€ Group, mav be appointed as a non-retiring Direct r, 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 l nomination bf/ /G€ Group shal 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.

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&/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 non­ retiring 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.

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