InterGlobe Aviation, the parent of the country's largest airline IndiGo, will convene a shareholders' meeting on December 30 to amend the company's Articles of Association (AoA) following a joint request from its promoters. The promoters -- Rahul Bhatia and Rakesh Gangwal -- together with their related entities and individuals own 77.4 per cent stake in InterGlobe Aviation. In a regulatory filing on Monday, the company said it will convene an Extraordinary General Meeting (EGM) on December 30 to amend the AoA to remove restrictions on transfer of shares by the promoters.
Gangwal said he will not vote in favour of resolutions that intend to expand the size of the board to 10 members. Gangwal wants a seven-member board.
Currently, there are related party transactions in four areas -- real estate leased to IGAL, simulator training facilities, General Sales Agreements (GSAs) for limited foreign markets and crew accommodation at Accor Hotels, the IGE statement said. Citing unaudited numbers for 2018-19, the statement said the related party transactions in the four areas accounted for Rs 150.12 crore or 0.53 per cent of IGAL's consolidated turnover.
IndiGo promoter Rakesh Gangwal has written a letter to markets regulator Sebi flagging governance issues at the company and has accused fellow co-founder Rahul Bhatia and his firms of indulging in questionable related-party transactions.
The genesis of the arbitration lies in a bitter public battle that began in July when Rakesh Gangwal wrote to capital market regulator Sebi alleging lack of corporate governance in the company. He alleged that Rahul Bhatia, who holds controlling power of the company, had used it to execute questionable related-party transactions.
IndiGo has been facing a probe by Sebi ever since a public spat came to light between two founders of the airline, including over certain related party transactions involving one of the warring promoters.
Rahul Bhatia and Rakesh Gangwal - the founders of IndiGo - will possibly face each other with deep mistrust, which the board chairman, M Damodaran, will attempt to defuse.
Under the new policy, external advice would be sought for related party transactions that are worth over Rs 2 crore and bidding process would be mandatory for any such contract.
The EGM would discuss deleting various Articles pertaining to transfer and acquisition of the company's shares, including 'Right of First Refusal' and ' Tag Along Right', in the company's Articles of Association.
Whatever the final outcome of this unhappy episode, one thing is clear: a glass once cracked cannot be fixed. The trust is gone forever and the relationship between two old friends lies in tatters. For now, IndiGo, the airline, will have to learn to soar with two angry and distracted commanders, says Anjuli Bhargava.
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