Postal Ballot Notice
Contents
1. 2 Self addressed and prepaid postage envelope JET AIRWAYS INDIA LIMITED Ed woo stunddes mmm2. referred to hereinabove the Company has entered into various related agreements including e Commercial Agreement between the Company and JPPL relating to the operation of the JPFFP business o Investment Agreement amongst the Company Etihad Airways PJSC Etihad and JPPL relating to the equity investment by the Company and Etihad in JPPL Following the investments the Company s stake in JPPL will stand reduced to approximately 49 9 with a majority 50 1 being held by Etihad e Shareholders Agreementamongstthe Company Etihad and JPPL relating to the rights and obligations of each in relation to the management and governance of JPPL e Ticket Asset Agreement between the Company and JPPL relating to the purchase by JPPL of an asset from the Company to be set off by JPPL against the cost of flight tickets purchased from the Company in respect of flights operated by the Company and or any of its code share partners pursuant to the terms of the Commercial Agreement e IP Assignment and Retained IP License relating to the ownership and licensing of intellectual property related to the JPFFP business The Company proposes to enter into the following agreements e The Transitional Services Agreement and e Marketing Services Agreement The Board of Directors recommends the passing of the Special Resolution contained in Item No 1 of the accompanying Notice Mr Naresh Goyal Chairman Mr Javed Akhtar Director Mr Gaurang Shetty
3. AINST or alternatively you may partially enter any number in FOR and partially in AGAINST but the total number in FOR AGAINST taken together should not exceed your total shareholding After selecting the resolution you have decided to vote on click on SUBMIT A confirmation box will be displayed If you wish to confirm your vote click on OK else to change your vote click on CANCEL and accordingly modify your vote Once you CONFIRM your vote on the resolution you will not be allowed to modify your vote Corporate Institutional Members Corporate Fls Flls Trust Mutual Funds Banks etc are required to send scan PDF format of the relevant Board resolution to the Scrutinizer through e mail to cstaizoonkhumriQ gmail com with copy to evoting karvy com The file scanned image of the Board Resolution should be in the naming format Corporate Name Event no JET AIRWAYS INDIA LIMITED 10 11 JET AIRWAYS 6 XIV In case of any queries you may refer the Frequently Asked Questions FAQs on e voting for Shareholders and e voting User Manual for Shareholders available at the Downloads section of https evoting karvy com or contact Karvy Computershare Private Limited at the Telephone No Toll Free No 1 800 34 54 001 XV If you are already registered with Karvy Computershare Private Limited for e voting then you can use your existing user ID and password for casting your vote XVI You can also update your mobile
4. Director and Manager Mrs Anita Goyal relative of Mr Naresh Goyal Mr James Reginald Hogan Nominee Directors of Etihad Airways PJSC and Mr James Rigney Nominee Directors of Etihad Airways PJSC may be considered as interested in this item None of the other Directors Key Managerial Personnel or their Relatives are concerned or interested in the Resolution ITEM NO 2 Consequent to the Special Resolution referred to in the Item 1 of the accompanying notice being approved by the Shareholders and in terms of the Investment Agreement executed between the Company Etihad Airways PJSC and JPPL the Company will be required to make further investments in its subsidiary JPPL with the ultimate objective of holding 49 9 of the total share capital of JPPL on a fully diluted basis The cost for the additional investment is INR 6 952 106 616 Rupees Six Billion Nine Hundred and Fifty Two Million One Hundred and Six Thousand Six Hundred and Sixteen only This investment is going to be funded from such mode as may be decided by the Board subject to such approvals as may be required from the statutory body ies authority ies Banks In terms of Section 372A of the Companies Act 1956 the Company shall not make any loan give any guarantee or provide security or acquire by way of subscription purchase or otherwise the securities of other body ies corporate whether a subsidiary or not exceeding sixty 60 per cent of its paid up share capital
5. JET AIRWAYS 6 JET AIRWAYS INDIA LIMITED Registered Office Siroya Centre Sahar Airport Road Andheri East Mumbai 400 099 POSTAL BALLOT NOTICE Notice pursuant to Section 192A 2 of the Companies Act 1956 Dear Shareholders Notice is hereby given pursuant to Section 192A 2 of the Companies Act 1956 read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 to the Members of Jet Airways India Limited for the proposed Special Resolutions set out below which are sought to be passed by means of Postal Ballot The Board of Directors have at its Meeting held on 7 February 2014 appointed Mr Taizoon M Khumri Practicing Company Secretary as a Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner You are requested to read the instructions carefully printed on the Postal Ballot Form and Notice sent herewith and return the form duly completed in the attached self addressed pre paid postage envelope so as to reach the Scrutinizer on or before the close of Working Hours i e 17 00 hours on 14 day of March 2014 The Scrutinizer will submit his report to the Chairman Director Company Secretary of the Company upon completion of scrutiny of Postal Ballots in a fair and transparent manner and the result of the Postal Ballot will be announced not later than 22 day of March 2014 at the Registered Office of the Company The result of the Postal Ballot shall also be hosted on the web
6. and free reserves or one hundred 100 per cent of its free reserves whichever is more except with the prior approval of the shareholders by way of a Special Resolution 6 JET AIRWAYS INDIA LIMITED JET AIRWAYS 6 Since the present investment together with investments loans guarantees securities already made given provided would exceed the aforesaid permissible limits it is necessary that the shareholders pass a Special Resolution approving the investment in terms of Section 372A The Company is therefore desirous of seeking your consent for such proposal as contained in the aforesaid Resolution The Board of Directors recommends the passing of the Special Resolution contained in Item No 2 of the accompanying Notice Mr Naresh Goyal Chairman Mr Javed Akhtar Director Mr Gaurang Shetty Director and Manager Mrs Anita Goyal relative of Mr Naresh Goyal Mr James Reginald Hogan Nominee Directors of Etihad Airways PJSC and Mr James Rigney Nominee Directors of Etihad Airways PJSC may be considered as interested in this item None of the other Directors Key Managerial Personnel or their Relatives are concerned or interested in the Resolution By Order of the Board For Jet Airways India Limited Sd Arun Kanakal Company Secretary amp Associate Legal Counsel Registered Office Siroya Centre Sahar Airport Road Andheri East Mumbai 400 099 Date 7 February 2014 Encl 1 Postal Ballot Form
7. bers holding shares in Demat Physical form will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field The new password has to be minimum eight characters consisting of at least one upper case A Z one lower case a z one numeric value 0 9 and a special character Kindly note that this password can be used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote provided that Company opts for e voting through Karvy Computershare Private Limited e Voting platform System will prompt you to change your password and update any contact details like mobile number email id etc on first login You may also enter the Secret Question and answer of your choice to retrieve your password in case you forget it It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential You need to login again with the new credentials On successful login system will prompt to select the Event i e Company Name If you are holding shares in Demat form and had logged on to https evoting karvy com and cast your vote earlier for any company then your existing login id and password are to be used On the voting page you will see Resolution Description and against the same the options FOR AGAINST for voting Enter the number of shares which represents number of votes under FOR AG
8. by the Company However envelopes containing Postal Ballot Form if sent by Courier or by Registered Post at the expense of the registered Member will also be accepted The Postal Ballot Form s may also be deposited personally at the Registered Office of the Company The instructions for e voting are as under l Open your web browser during the voting period and log on to the e voting website https evoting karvy com public Ballotform aspx Il Enter the login credentials i e user id amp password mentioned on the Postal Ballot Form Your folio VI VII VIII XI XII XIII JET AIRWAYS 6 DP Client ID will be your user ID Enter For members holding shares For members holding shares in in Demat Form Physical Form User ID For NSDL 8 Character DP ID Event No followed by Registered followed by 8 Digits Client ID Folio Number with the Company For CDSL 16 digits beneficiary owner ID Password Your Unique password is printed on the Postal Ballot Form Captcha Enter the Verification code i e please enter the alphabets and numbers in the exact way as they are displayed for security reasons Please contact our toll free No 1 800 34 54 001 for any further clarifications Members can cast their vote online from Thursday 13 February 2014 from 09 00 hours to Friday 14 March 2014 till 17 00 hours After entering these details appropriately click on LOGIN Mem
9. enthe Company and JPPL the JPPL has acquired the Miles Asset referred to in the said Agreement for a sum of INR 2 900 000 000 INR 1 950 000 000 of which amount has been paid by JPPL to the Company The Company will sell to JPPL its business of operating a frequent flyer loyalty and points based rewards scheme as carried on the closing date by the Company under the name Jet Privilege Frequent Flyer Programme together with all its Business Assets and Business Liabilities more particularly defined in the BTA in relation thereto on a going concern basis on a slump sale basis for a lump sum consideration of USD 194 202 129 Equivalent to Indian Rupees at the contracting rate as defined in the BTA The said sum of USD 194 202 129 shall be paid as follows a Rupees Equivalent of USD 150 000 000 which shall be paid within a period of 4 Four Business Days prior to the Closing Date referred to in the BTA b Rupee Equivalent of USD 44 202 129 on one Business Day referred to in the BTA and which shall be payable on One Business Day prior to the execution of the BTA It should be noted that in terms of the explanation to Section 180 1 a of the Companies Act 2013 Jet Privilege Frequent Flyer Programme of the Company is an undertaking in which the investment of the Company exceeds 20 of its net worth as per the audited Balance Sheet as at 31 March 2013 JET AIRWAYS INDIA LIMITED s JET AIRWAYS 6 Simultaneously with the Agreement
10. es Act 2013 in respect of the business specified above is annexed hereto The documents referred to in this Notice are open for inspection at the Registered Office of the Company on all working days of the Company between 11 00 a m to 1 00 p m upto 14 March 2014 As part of the Green initiative the Notice is being sent to the shareholders who have registered their email ids with the Company RTA through email and to all other shareholders through post along with the Postal Ballot Form Members have option to vote either through e voting or through Postal Ballot Form Members who have received Postal Ballot Notice by e mail and who wish to vote through Postal Ballot Form can download Postal Ballot Form from the link http evoting karvy com or seek duplicate Postal Ballot Form from Karvy Computershare Private Limited Registrar amp Transfer Agent Unit Jet Airways India Limited Plot No 17 24 Vittalrao Nagar Madhapur Hyderabad 500 081 fill in the details and send the same to the Scrutinizer The Notice is being sent to all the Members whose names appear on the Register of Members Record of Depositories as on Friday 31 January 2014 Voting Period commences on 13 day of February 2014 and ends on 14 day of March 2014 The Members are requested to carefully read the instructions printed in the Postal Ballot Form fill up the Form and return the Form duly completed with the assent for or dissent against in the enclosed p
11. ittee of Directors of the Company to transfer sell otherwise dispose of as a going concern by way of slump sale the undertaking viz Jet Privilege Frequent Flyer Programme JPFFP of the Company more particularly described in the agreement relating to the sale of the aforesaid undertaking to its subsidiary Jet Privilege Private Limited at such price and on such terms and conditions including the receipt of the consideration thereof as set out in the Explanatory Statement and in such manner as may be decided by the Board with effect from such date and in such manner as the Board deems appropriate with power to the Board Committee of Directors to finalise the terms and JET AIRWAYS INDIA LIMITED a JET AIRWAYS 6 conditions as well as the means methods or modes in respect thereof and to finalise and execute all the required documents viz Business Transfer Agreement Commercial Agreement Investment Agreement Shareholders Agreement Ticket Asset Agreement IP Assignment and Retained IP License including agreements Transitional Services Agreement Marketing Services Agreement memoranda deeds of assignment conveyance and other incidental transactional documents with such modifications as may be required from time to time and to do all such acts deeds matters and things as may be deemed necessary and or expedient in its discretion for completion of the transaction as aforesaid in the best interest of the Company Authority f
12. number and e mail id in the user profile details of the folio which may be used for sending future communication s The Scrutinizer s decision on the validity of the Postal Ballot shall be final and binding Members may please note that with respect to preferential allotment to Etihad Airways PJSC approved in Extra ordinary General Meeting held on 24 May 2013 in compliance with ICDR Regulations the relevant date to be read as 23 April 2013 instead of 24 April 2013 being a holiday However there was no impact on the price at which Equity Shares were issued to Etihad Airways PJSC EXPLANATORY STATEMENT AS REQUIRED BY SECTION 192A 2 OF THE COMPANIES ACT 1956 AND SECTION 102 1 OF THE COMPANIES ACT 2013 THE ACT ITEM NO 1 With a strategic view to unlock the value of the business of operating a frequent flyer loyalty and points based reward scheme under the name Jet Privilege Frequent Flyer Programme JPFFP your Board of Directors propose subject to shareholders approval to transfer sell otherwise dispose of as a going concern by way of slump sale the JPFFP business of the Company more particularly described in the Business Transfer Agreement BTA relating to the sale and purchase of the JPFFP business to its subsidiary Jet Privilege Private Limited JPPL The material terms and conditions of BTA inter alia provide the following 1 Pursuant to the Mile Purchase Agreement executed betwe
13. or making investments notwithstanding the limits prescribed under Section 372A of the Companies Act 1956 To consider and if thought fit to pass the following Resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 372A and other applicable provisions of the Companies Act 1956 the Act if any and subject to all such other consents sanctions and approvals as may be necessary consent of the Members of the Company be and is hereby accorded to the Board of Directors hereinafter referred to as the Board which term shall be deemed to include any Committee thereof of the Company to make investments in acquire by way of subscription purchase or otherwise the share capital of Jet Privilege Private Limited JPPL fora consideration of INR 6 952 106 616 Rupees Six Billion Nine Hundred and Fifty Two Million One Hundred and Six Thousand Six Hundred and Sixteen only by acquiring equity shares of JPPL representing up to 49 9 of the share capital of JPPL on a fully diluted basis by way of a new issuance in one or more tranches the monetary limits of which may be in excess of the limits prescribed under Section 372A of the Act notwithstanding that the aggregate so far of all the loans made guarantees given or securities provided and or securities so far acquired or to be acquired in any body corporate may exceed the limits prescribed under section 372A of the Act RESOLVED FURTHER THAT the aforesaid in
14. ostage pre paid self addressed envelope so as to reach the Scrutinizer before the closing of working hours on 14 day of March 2014 to be eligible for being considered failing which it will be strictly treated as if no reply has been received from the Member An unsigned postal Ballot form will be rejected Members are requested to notify changes in address e mail ids if any in case of shares held in electronic form to the concerned Depository Participant quoting their Client ID and in case of Physical shares to the Registrar and Transfer Agent of the Company quoting their Folio number Assent or dissent to the proposed resolution may be accorded by placing a v or X in the appropriate column Voting in Physical Form A Postal Ballot Form and a self addressed pre paid postage envelope are enclosed herewith The shareholders are requested to exercise their voting rights by using the attached Postal Ballot Form only No other form or photocopy of the form is permitted Shareholders who do not receive the Postal Ballot Form may apply to the Company and obtain a duplicate thereof Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions mentioned herein and those mentioned in the Postal Ballot Form and return the same duly completed in the enclosed self addressed postage pre paid Business Reply Envelope to the Scrutinizer Postage on self addressed pre paid Business Reply Envelope will be borne
15. site of the Company besides communicating the same to the National Stock Exchange of India Limited and BSE Limited The Board of Directors has appointed Mr Gaurang Shetty Director and Manager and Mr Arun Kanakal Company Secretary A Associate Legal Counsel as the Designated Persons responsible for the entire Postal Ballot Process The date of declaration of the results of the Postal Ballot shall be the date on which the resolutions would be deemed to have been passed by the Members if approved by requisite majority The Resolution s along with Explanatory Statement setting out material facts are as follows 1 Transfer sell otherwise dispose of the Jet Privilege Frequent Flyer Programme JPFFP of the Company to its subsidiary Jet Privilege Private Limited JPPL as a going concern on a slump sale basis To consider and if thought fit to pass the following Resolution as a Special Resolution RESOLVED THAT pursuant to Section 180 1 a and other applicable provisions if any ofthe Companies Act 2013 as well as any applicable provisions of the Companies Act 1956 and the Memorandum and Articles of Association of the Company and subject to the consents approvals and permissions being obtained from appropriate authorities to the extent applicable and necessary consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company the Board which expression shall also include the Comm
16. vestment be made by the Company out of the share capital internal accruals loans or debts raised and or to be raised issued by the Company and such other means as may be decided by the Board subject to such other consents sanctions and approvals as may be necessary RESOLVED FURTHER THAT the Board be and is hereby authorised to determine the time and manner of such investments the actual sums to be invested utilized within the above sanctioned limits and to do all such acts deeds matters and things arising out of or incidental to the proposed investment acquisition and to finalise settle and execute such documents deeds writings papers agreements as may be required for the said purpose and complete the transaction with such modification s as may be required by any of the concerned authority ies and to do all such acts deeds matters and things as may in its absolute discretion deem necessary fit proper or desirable to give effect to the foregoing resolutions By Order of the Board For Jet Airways India Limited Sd Arun Kanakal Company Secretary amp Associate Legal Counsel Registered Office Siroya Centre Sahar Airport Road Andheri East Mumbai 400 099 Date 7 February 2014 2 JET AIRWAYS INDIA LIMITED JET AIRWAYS 6 NOTES 1 JET AIRWAYS INDIA LIMITED s An Explanatory Statement pursuant to Section 192A 2 of the Companies Act 1956 and Section 102 1 of the Compani
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