SANSCO SERVICES - Annual Reports Library Services - www.sansco.net DECCAN AVIATION LIMITED DECCAN_AVIAriON Simplify Port Blair Cochin Destination everywhere. 304 daily flights. 58 destinations. 39 aircrafts. •• -''• '.;;.•.." "&;*-/&>. "••:,^:"-=^1;11' -;-'"^:-;"v '«;;-j-":.^ .':- ;; •••• '••'..--- .•... '':'-r-'.,.. :\Jw*lj:;, ". --• !," '.•''.;.• '• www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net S„ o powerful,- ,, AIRDECCAN it can carry a nation www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net DECCAN AVIATION LIMITED BOARD OF DIRECTORS Lt. Gen. (Retd.) N S Narahari, Chairman S. N. Ladhani, Vice-Chairman Capt. G RGopinath, Managing Director Capt. K J Samuel, Executive Director Vijay Amritraj Sudhir Choudhrie Sumant Kapur (Alternate to Mr, Sudhir Choudhrie) Col. (Retd.) Jayanth K Poovaiah, Executive Director M.G. Mohan Kumar, Director - Finance Vishnu Singh Rawal (Alternate to Mr. 5 N. Ladhani) Vivek Kalra Bala Deshpande P N Thirunarayana Anil Kumar Ganguly COMPANY SECRETARY N. Srivatsa BANKERS Bank of India State Bank of India United Bank of India Punjab National Bank Indus Ind Bank AUDITORS M/S.S.R. Batliboi&Co Chartered Accountants 'Divyasree Chambers', A Wing, 2nd Floor, Langford Road, Bangalore -560025 REGISTERED OFFICE & 35/2, Cunningham Road, AIR DECCAN CORPORATE OFFICE Bangalore 560052 CHARTER SERVICE Jakkur Aerodrome, Bellary Road, Bangalore -560064 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net ELEVENTH ANNUAL REPORT 20O5-2006 NOTICE Notice is hereby given that the Eleventh Annual General Meeting of the Company will be held on Monday, 11th December 2006 at 10:30 am at Dr. Ambedkar Bhavan, Millers Road, Vasanthnagar, Bangalore -560 052 to transact the following business: Ordinary Business: 1. lb receive, consider and adopt the Audited Balance Sheet as at 30th June 2006 and the Profit and Loss Account for the 15 months ended on that date and the Directors' Report and Auditors' Report thereon. 2. To appoint a director in place of Capt. G R Gopinath, who retires by rotation and, being eligible, offers himself for reappointment. 3. To appoint a director in place of Capt. K J Samuel, who retires by rotation and, being eligible, offers himself for reappointment. 4. To appoint a director in place of Mr. Vijay Amritraj, who retires by rotation and, being eligible, offers himself for reappointment. 5. To appoint M/s. S. R. Batliboi & Co, Chartered Accountants, Bangalore, the retiring Auditors, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. Special Business: 6. To appoint a Director in place of Mr P N Thirunarayana, who was appointed by the Board as an Additional Director of the Company. Mr P N Thirunarayana is eligible for appointment. The Company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. P N Thirunarayana as a Director of the Company. 7. To appoint a Director in place of Mr. Anil Kumar Ganguly who was appointed by the Board as an Additional Director of the Company. Mr. Anil Kumar Ganguly is eligible for appointment. The Company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. Anil Kumar Ganguly as a Director of the Company. 8. To consider and, if thought fit, to pass with or without modification, the following as a Special Resolution :- RESOLVED THAT, in confirmation of the Special Resolution passed by the Members at the Extraordinary General Meeting held on 21st December 2005, approving the issue of Shares in the form of Stock Options to eligible Employees, Executives and Directors of the Company, and upon the listing of shares of the Company at the Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE), and in line with the SEBI guidelines on ESOS for listed companies, approval be and is hereby granted for adoption of the Employee Stock Option Plan -2006(ESOP -2006). RESOLVED FURTHER THAT, for the purpose of giving effect to the above resolution, the Board / Remuneration / ESOP Committee be and is hereby authorised to do all such acts, deeds, matters and things and execute all such deeds, documents, instruments and writings as it may in its absolute discretion deem necessary or desirable in relation thereto. RESOLVED FURTHER THAT, the Board / Remuneration / ESOP Committee be and is hereby authorised in respect of the implementation of the Scheme, including to amend or modify from time to time, any of the terms, conditions or any provisions, including the terms relating to exercise price, grant date and vesting date etc., without being required to seek any further consent or approval of the Members or otherwise to the end and intent, that Members shall be deemed to have given their approval thereto expressly by authority of this resolution. RESOLVED FURTHER THAT, the Board / Remuneration / ESOP Committee be and is hereby authorised to grant options under the ESOP 2006 to eligible employees of subsidiaries of the Company from time to time. RESOLVED FURTHER THAT, the Employee Stock Option Plan be operated by the Board / Remuneration / ESOP Committee such that the total number of shares issued / to be issued under Employee Stock Options in the aggregate shall not exceed 8181779 equity shares of Rs. 10/- each subject to a maximum of 10% of the aggregate number of issued and outstanding equity shares. RESOLVED FURTHER THAT, the said shares may be allotted in accordance with the Employee Stock Option Plan, directly to such employees by the Company. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net DECCAN A VIA TION LIMITED RESOLVED FURTHER THAT, the provision of this resolution shall operate in line with the Special Resolution dated 21st December 2005 and in line with SEBI Guidelines for Employee Stock Option Scheme / Employee Stock Purchase Scheme. 9. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT, pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company, the listing Agreements entered into by the Company with the Stock Exchanges and guidelines for preferential issues issued by the Securities and Exchange Board of India ("SEBI") under the Securities and Exchange Board of India (Disclosure and Investor Protection), Guidelines 2000 and other applicable regulations and / or guidelines, if any, of SEBI and such other authorities, including Reserve Bank of India, as may be applicable, as amended till date, and subject to the requisite approvals or consents, if any, of the Central Government, Reserve Bank of India, Stock Exchanges, SEBI, banks and financial institutions and any other appropriate authorities under any other applicable laws, rules and regulations for the time being and from time to time in force and further subject to such terms and conditions, stipulations and modifications, as may be prescribed, imposed or suggested by any of them while granting such approvals which the Board of Directors (hereinafter referred to as "the Board", which term shall be deemed to include any Committee thereof for the time being, and from time to time, to which all or any of the powers hereby conferred on the Board by this Resolution may have been delegated), be and is hereby authorised to accept, and subject to such conditions and modifications as may be considered appropriate by the Board of the Company, consent of the members be and is hereby accorded to the Board (with powers to delegate all or any of the powers to delegate all or any of the powers hereby conferred to any Committee thereof) to create, issue / offer and allot for cash, at its sole discretion on Preferential basis, to Investec Bank (UK) Ltd upto 19,63,640 Equity Shares of Rs. 10/- each, constituting 1.96% of the total post-issue paid up share capital of the Company, ata price not less than the price, as arrived at in accordance with the guidelines for Preferential Issues issued by SEBI under Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000. RESOLVED FURTHER THAT, the equity shares so issued shall rank pari passu, with the existing equity Shares of the Company. RESOLVED FURTHER THAT, the equity shares to be issued and allotted shall be subjected to lock-in for a period of one year from the date of allotment of the equity shares or such reduced period as may be permitted under the applicable SEBI Guidelines as amended from time to time. RESOLVED FURTHER THAT, for the purpose of creating, issuing, offering and allotting equity shares of the Company as aforesaid, the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate to give effect to this resolution in all respects and in particular, to settle any questions, difficulties or doubts that may arise with regard to the offering, issuing, allotting and utilizing the issue proceeds of the equity shares of the Company, as it may, in its absolute discretion deem fit and proper. Registered Office: By Order of the Board 35/2, Cunningham Road, Bangalore 560052 N Srivatsa 10th November 2006 Company Secretary www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net ELEVENTH ANNUAL REPORT 2OOS-20O6 NOTES : 1. An Explanatory Statement pursuant to Section 173(2) of the Companies Act 1956, is annexed hereto. 2. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend the meeting and the proxy need not be a member of the Company under the Companies Act 1956.