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, Website: www.goair.in, NOTICE Notice is hereby given that the 16th Annual General Meeting of the Members of Go Airlines (India) Limited will be held on Saturday, November 28, 2020 at 12 Noon through two-way Video Conferencing (‘VC’) facility or other audio visual means (‘OAVM’) to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Standalone Financial Statement of the Company for the Financial Year ended 31st March 2020, together with the reports of the Board of Directors and Auditors thereon; 2. To receive, consider and adopt the Audited Consolidated Financial Statement of the Company for the Financial Year ended 31st March 2020, together with the report of the Auditors thereon; 3. To appoint a Director in place of Mr. Ness N. Wadia (DIN: 00036049), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re- appointment; SPECIAL BUSINESS 4. Appointment of Mr. Ben Baldanza (DIN: 08350153) as a Non-Executive Non-Independent Director of the Company To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Ben Baldanza (DIN: 08350153), who was appointed as an Additional Director (Non-Executive Non-Independent), pursuant to the security clearance dated September 18, 2019 received from the Ministry of Civil Aviation (MOCA), by the Board of Directors of the Company with effect from October 18, 2019 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (‘the Act’) and Article 154 of the Articles of Association of the Company, but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a member, proposing his candidature for the office of Director, be and is hereby appointed as the Non-Executive Non-Independent Director of the Company, liable to retire by rotation.” Go Airlines (India) Limited 5. Appointment of Mrs. Tanya Dubash (DIN: 00026028) as a Non-Executive Independent Director of the Company To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mrs. Tanya Arvind Dubash (DIN:00026028), who was appointed as an Additional Director (Non-Executive Independent) of the Company, pursuant to the security clearance dated January 29, 2020 received from the Ministry of Civil Aviation (MOCA), by the Board of Directors with effect from January 29, 2020 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 and Article 154 of the Articles of Association of the Company, but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a member, proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mrs. Tanya Arvind Dubash, who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as a Non-Executive Independent Director of the Company for a term of five years with effect from January 29, 2020 up to January 28, 2025 (both days inclusive), not liable to retire by rotation.” 6. Appointment of Dr. Y. S. P. Thorat (DIN: 00135258) as a Non-Executive Independent Director of the Company To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Dr. Y. S. P. Thorat (DIN:00135258), who was appointed as an Additional Director (Non-Executive Independent) of the Company, pursuant to the security clearance dated September 18, 2019 received from the Ministry of Civil Aviation (MOCA), by the Board of Directors with effect from October 18, 2019, and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 and Article 154 of the Articles of Association of the Company, but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Dr. Y. S. P. Thorat, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as a Non-Executive Independent Director of the Company for a term of five years with effect from October 18, 2019 up to October 17, 2024 (both days inclusive), not liable to retire by rotation.” Go Airlines (India) Limited 7. Re-appointment of Mr. Jehangir N. Wadia (DIN: 00088831) as the Managing Director of the Company To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions of The Companies Act, 2013 (“Act”) (including any statutory modification(s) or re-enactment thereof), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time and such other necessary approval(s), consent(s) or permission(s), as may be required, consent of the members of the Company be and is hereby accorded to the re-appointment of Mr. Jehangir N. Wadia (DIN: 00088831) as the Managing Director of the Company for a period of 5 years commencing from 1st January 2021 to 31st December 2025, upon the terms and conditions as set out in the explanatory statement annexed to this notice and in the Agreement to be entered into between the Company and Mr. Jehangir N. Wadia, a draft whereof duly initialed by the Company Secretary for the purposes of identification is submitted to this Meeting and which Agreement is hereby specifically sanctioned with liberty and power to the Board, in its discretion to alter/vary/modify/amend from time to time the terms and conditions of the said appointment and remuneration and/or Agreement in such manner as may be agreed to between the Board and Mr. Jehangir N. Wadia, provided that such alteration/variation/modification/amendment is in conformity with the applicable provisions of the Act, as amended from time to time. RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, expedient or proper and to do any acts, deeds, matters and things to give effect to this resolution.” 8. Increase in the limits applicable for making investments/ extending loans and giving guarantees or providing securities in connection with loan to persons/ bodies corporate. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution RESOLVED THAT in supersession of the resolution passed earlier in this regard and pursuant to the provisions of Section 186 of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Act (including any modification or re-enactment thereof for the time being in force) and subject to such approvals, consents, sanctions and permissions as may be necessary, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include, unless the context otherwise requires, any committee of the Board or any officer(s) authorized by the Board to exercise the powers conferred on the Board under this resolution), to (i) give any loan to any person or other body corporate; (ii) give any guarantee or provide any security in connection with a loan to any other body corporate or person and (iii) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, as they may in their absolute discretion deem beneficial and in the interest of the Company, subject however that the aggregate of the loans and investments so far made in and the amount for which guarantees or securities have so far been provided to all persons or bodies corporate along with the additional investments, loans, guarantees or securities proposed to be made or given or provided by the Company, from time to time, in future, shall not exceed a sum of Rs.