IndiGo promoters call EGM on December 30 to amend articles of association

The promoters of India’s largest airline, IndiGo, have called an extraordinary general meeting (EGM) on December 30 to scrap a clause in the company’s articles of association (AoA), which gives them the right of first refusal (RoFR) over the acquisition of each other’s shares.

The EGM will be held to seek the approval of the members to amend the AoA by deleting articles related to the transfer of equity shares, acquisition of shares and other provisions on equity shares, the company said.

In a notice issued on Monday, IndiGo said under the joint requisition on November 25, 2021, made by co-founders Rahul Bhatia of InterGlobe Enterprises and the RG Group comprising Rakesh Gangwal, The Chinkerpoo Family Trust and Shobha Gangwal, the company has called for an EGM on December 31.

The company said as the EGM is being conducted through video conferencing or other audiovisual means, where physical attendance of the members is dispensed with, proxies can't be appointed. However, the corporate members can send a certified copy of the resolution together with the signatures of representatives authorised to vote on their behalf at the EGM.

The participation of the members will be restricted up to 1,000 and will be allowed on a first come first serve basis. However, the participation of the members holding 2 per cent or more shareholding is not restricted on a first come first serve basis.

This restrictions do not apply to institutional investors, promoters, directors, including chairpersons of the audit committee, nomination and remuneration committee and stakeholders relationship committee, key managerial personnel and statutory auditors and the scrutiniser.

These amendments to these articles mean if any member of RG Group or IGE Group proposes to transfer any equity dividends to a third party, they can do so without giving any notice to each other.

The IndiGO promoters' call for an EGM follows a London Court of International Arbitration order in September, which had asked the promoters to call an EGM to delete the RoFR clause in the Article of Association in three months.

The proceedings were initiated by InterGlobe Enterprises Ltd (IGE) and Bhatia against Gangwal, the Chinkerpoo Family Trust and Shobha Gangwal (RG Group).

On October 1, 2019, the IGE Group said it had requested arbitration with the London Court of International Arbitration. The award issued directions to each of the AG Group and IGE Group about the relief sought by them against each other.

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