New Delhi: InterGlobe Aviation Ltd board has agreed to make policy changes only when all the proposed 10 directors are present, a key demand by co-founder Rakesh Gangwal, said a person aware of the board’s decision.

The issue of expanding the board’s strength to 10 was put to vote at the annual general meeting (AGM) in New Delhi on Tuesday.

Gangwal agreed to support the proposed changes at the AGM after some of his demands, including on board expansion and related-party transactions (RPTs), were accepted last week, ending months of public wrangling.

Although the outcome of the voting wasn’t announced on Tuesday, Gangwal’s decision to back the resolutions last week means they are likely to sail through.

Gangwal had earlier objected to the board expansion as he contended that in the absence or resignation of an independent director, co-founder Rahul Bhatia’s InterGlobe Enterprises Pvt. Ltd (IGE) would have an unfair advantage in approving key policy changes since it has five directors representing it.

“The issue was regarding passage of policy changes in the event of independent director/directors leaving the company,” said the person cited earlier. “In the event of death or resignation of an independent director, the proposed board size would have come down to nine members, with five members representing Bhatia’s IGE, four independent directors and one representation from Gangwal, thus giving IGE a majority in the board.”

Gangwal, however, skipped IndiGo’s AGM on Tuesday. Also absent from the AGM was independent director Anupam Khanna, who had questioned some of chairman M. Damodaran’s decisions related to the board’s working. This led to several shareholders raising questions on the absence of Gangwal. A few shareholders requested the promoters to settle their differences.

At the AGM, chief executive officer Ronojoy Dutta said RPTs between Bhatia’s IGE and InterGlobe Aviation, which runs IndiGo, now amount to less than 1% of the company’s annual revenue. “Of the total revenue of about ₹30,000 crore, the value of RPTs is around ₹156 crore, which is less than 1% (of the yearly revenue),” Dutta said, adding that all RPTs have been approved by the audit committee of the airline.

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