AGM NOTICE 2019.Pdf
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Go Airlines (India) Limited Go Airlines (India) Limited Regd. Office: C/o Britannia Industries Limited, A-33 Lawrence Road Industrial Area, New Delhi-110035 Corporate Office: C-1, Wadia International Centre (WIC), Pandurang Budhkar Marg, Worli, Mumbai-400025 CIN: U63013DL2004PLC217305 Phone: +91 22 6741000; Fax: +91 22 67410001, Website: www.GoAir.in NOTICE Notice is hereby given that the 15th Annual General Meeting of the Members of Go Airlines (India) Limited will be held at 56, Jor Bagh, New Delhi-110001 on Monday, 30th September 2019 at 12 Noon to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended 31st March 2019, together with the report of Board of Directors and Auditors thereon; 2. To appoint a Director in place of Mr. Nusli N. Wadia (DIN: 00015731), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment; 3. To approve appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company To consider and if thought fit, to pass the following resolution as an “Ordinary Resolution”: “RESOLVED THAT pursuant to the provisions of Section 139(1) and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (each including any statutory modification(s) or re-enactment(s) thereof), for the time being in force to the extent applicable, consent and approval of the members of the Company be and are hereby accorded for appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Mumbai, with registration number 0010769N/N500013 as the Statutory Auditors of the Company from the date hereof and to hold office from the conclusion of this Fifteenth Annual General Meeting till the conclusion of the Twentieth Annual General Meeting to be held in year 2024, on such terms, including as to remuneration (plus applicable taxes, out of pocket expenses, travelling and other expenses), as may be mutually agreed to between the Board of Directors of the Company and M/s. Walker Chandiok & Co LLP, in connection with the work of audit of the Company to be carried out by them. Go Airlines (India) Limited SPECIAL BUSINESS To consider and, if thought fit, to pass, with or without modification(s), the resolutions as special Resolution, for re-appointment of Independent Directors: 4. To re-appoint Mr. Keki Elavia as an Independent Director “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and other applicable regulations as amended from time to time, Mr. Keki Elavia (DIN 00003940), who was appointed as an Independent Director at the Annual General Meeting of the Company held in the year 2014 and who holds office up to Annual General Meeting of the Company to be held in the year 2019 and who is eligible for re- appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and who has submitted a declaration to that effect, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five consecutive years commencing from the date of this Annual general Meeting upto the date of the Annual General Meeting to be held in the year 2024.” 5. To re-appoint Dr. Vijay Kelkar as an Independent Director “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and other applicable regulations as amended from time to time, Dr. Vijay Kelkar (DIN 00011991), who was appointed as an Independent Director at the Annual General Meeting of the Company held in the year 2014 and who holds office up to Annual General Meeting of the Company to be held in the year 2019 and who is eligible for re- appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and who has submitted a declaration to that effect, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five consecutive years commencing from the date of this Annual general Meeting upto the date of the Annual General Meeting to be held in the year 2024.” 6. To re-appoint Mr. Apurva Diwanji as an Independent Director “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and other applicable regulations as amended from time to time, Mr. Apurva Diwanji (DIN 00032072), who was appointed as an Independent Director at the Annual General Meeting of the Company held in the year 2014 and who holds office up to Annual General Meeting of the Company to be held in the year 2019 and who is eligible for re- appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and who has submitted a declaration to that effect, be and is hereby re-appointed as an Independent Director Go Airlines (India) Limited of the Company, not liable to retire by rotation, to hold office for a second term of five consecutive years commencing from the date of this Annual general Meeting upto the date of the Annual General Meeting to be held in the year 2024.” NOTES FOR MEMBERS’ ATTENTION: 1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2) THE INSTRUMENT APPOINTING PROXY SHOULD, HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 3) MEMBERS / PROXIES SHOULD BRING THE ATTENDANCE SLIP TO THE MEETING DULY FILLED IN, FOR ATTENDING THE MEETING. 4) MEMBERS ARE REQUESTED TO BRING THEIR COPY OF THE ANNUAL REPORT TO THE ANNUAL GENERAL MEETING. 5) BRIEF PROFILE OF DIRECTOR PROPOSED TO BE APPOINTED / REAPPOINTED, NATURE OF EXPERTISE IN FUNCTIONAL AREAS, NAMES OF COMPANIES IN WHICH THEY HOLD DIRECTORSHIPS AND MEMBERSHIPS / CHAIRMANSHIPS OF BOARD COMMITTEE & SHAREHOLDING IS ANNEXED HERETO AS ANNEXURE - I AND FORMS PART OF THE NOTICE. 6) EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, IN RESPECT OF THE SPECIAL BUSINESS AS SET OUT IN NOTICE IS ANNEXED HERETO AS ANNEXURE - II AND FORMS PART OF THE NOTICE. By Order of the Board For Go Airlines (India) Limited Place: Mumbai Sandesh Pokhriyal Date: 05-09-2019 Company Secretary Go Airlines (India) Limited Additional Information with respect to Item No. 3 Item No. 3 M/s. Bansi S. Mehta & Co., Chartered Accountants, vide their letter dated 28th August, 2019, expressed their inability to continue as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting of the Company, due to likely constraint they will have on their resources if they continue with the work of audit of the Company. The Board of Directors, at its meeting held on 5th September, 2019, approved and recommended to the shareholders at the ensuing Annual General Meeting, the appointment of M/s. Walker Chandiok & Co. LLP, Mumbai, with registration number 0010769N/N500013 as Statutory Auditors of the Company and to hold office from the conclusion of this Fifteenth Annual General Meeting until the conclusion of the Twentieth Annual General Meeting of the Company to be held in year 2024. In accordance with Section 139(1) of the Companies Act, 2013, as amended, the appointment of M/s. Walker Chandiok & Co. LLP as Statutory Auditors from the conclusion of the ensuing Fifteenth Annual General Meeting till the conclusion of the Twentieth Annual General Meeting of the Company to be held in year 2024, is being recommended for approval at Fifteenth Annual General Meeting. M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Mumbai, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with the confirmation that, their appointment, if approved by the shareholders, would be within the limits prescribed under the Act. The Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval of the Members. None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested in the proposed item no. 3 except to the extent of their shareholding. By Order of the Board For Go Airlines (India) Limited Place: Mumbai Sandesh Pokhriyal Date: 05-09-2019 Company Secretary Go Airlines (India) Limited Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”), the following Statement sets out all material facts for Special Business Item No. 4 Mr. Keki Elavia was appointed as an Independent Director on the Board of your Company pursuant to the provisions of section 149 of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 by the Shareholders at the 10th Annual General Meeting (“AGM”) of the Company held on 12th September, 2014.