The promoters of India's largest airline, IndiGo, called an extraordinary general meeting 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 need to get 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 that the company was calling for an EGM on December 31 under the joint requisition on November 25, 2021 by co-founders Rahul Bhatia of InterGlobe Enterprises and the RG Group consisting Rakesh Gangwal, The Chinkerpoo Family Trust and Shobha Gangwal.
The EGM is conducted through video conferencing or other audiovisual means, where physical attendance of the members is dispensed with, so proxies can't be appointed. 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 limited to 1,000 and will be allowed on a first come first serve basis. The participation of the members holding 2 per cent or more shareholding is not restricted on a first come first serve basis.
The 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.
If a member of the 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 is a result of the London Court of International Arbitration Order in September, which had asked the promoters to call an EGM to remove the RoFR clause in the Article of Association in three months.
The proceedings were initiated by InterGlobe Enterprises Ltd IGE and Bhatia against Gangwal, Chinkerpoo Family Trust and Shobha Gangwal RG Group on October 1, 2019 and the IGE Group said it had requested arbitration with the London Court of International Arbitration. The AG Group and the IGE Group were told by the award about the relief sought by them against each other.