GMR Goa International Airport Limited

7th Annual Report 2022-23

Registered Office
Administrative Block, Manohar International Airport,
Taluka Pernem Mopa, North Goa 403512

Tel: +91 832 249 9000

Fax: +91 832 249 9020
Website: https://www.gmrgroup.in/goa/

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 GMR Goa International Airport Limited
Regd. Administrative Blgd, Manohar International Airport,
Mopa, North Gao 403512 CIN: U63030GA2016PLC013017

ANNUAL REPORT 2022-23

CONTENTS

General Corporate Information ► 03

Notice of Annual General Meeting ► 04

Boards’ Report ► 12

Auditors Report and Financial Statements ► 42

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 GMR Goa International Airport Limited
Regd. Administrative Blgd, Manohar International Airport,
Mopa, North Gao 403512 CIN: U63030GA2016PLC013017

ANNUAL REPORT 2022-23

GENERAL CORPORATE INFORMATION

CORPORATE IDENTITY NUMBER U63030GA2016PLC013017

BOARD OF DIRECTORS as on 09.08.2023

Mr. G.M. Rao Mr. P.S. Nair Mr. Bimal Parekh

Non-Executive Chairman Non-Executive Director Independent Director

Mr. G.B.S. Raju Mr. K. Narayana Rao Mr. Amarsen Wamanrao Rane
Non-Executive Director Non-Executive Director Nominee Director

Mr. Srinivas Bommidala Mr. I. P. Rao Mrs. V.S. Kameswari

Non-Executive Director Non-Executive Director Independent Director

Mr. Grandhi Kirankumar Mr. Madhu Rao Mr. Goker Kose

Non-Executive Director Independent Director Non-Executive Director

Mr. Raghuraman Parthasarathy Dr. M. Ramachandran Mr. Antoine Crombez

Nominee Director Independent Director Non-Executive Director

KEY MANAGERIAL PERSONNEL

Mr. R.V. Sheshan Mr. Rajesh Madan

Chief Executive Officer Chief Financial Officer

Mr. Rohan Gavas

Company Secretary (Appointed w.e.f. 21.07.2021)

BANKERS

Axis Bank Ltd. Central Bank of India EXIM Bank IndusInd Bank (Escrow Account)
Indian Bank Bank of Maharashtra India Infrastructure Finance Co. Ltd (IIFCL)

AUDITORS

Statutory Auditors Secretarial Auditor Internal Auditor

M/s. Brahmayya & Company., Arun kumar Gupta & Associates, Head (Management
Chartered Accountants Practicing Company Secretaries, Assurance Group)
[FRN: 000515S], 1005, Roots Tower, Plot No-7, District
Khivraj Mansion, 10/2, Centre, Laxmi Nagar, Delhi – 110 092
Kasturba Road, Bengaluru 560 001

Registrar & Share Transfer Agent

Integrated Registry Management Services Pvt. Ltd.

30, Ramana Residency, 4th Cross, Sampige Road,
Malleswaram, Bengaluru, Karnataka – 560003,
India, Tel: +91-80-23460815; Fax: +91-80-23460819

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 GMR Goa International Airport Limited
Regd. Office: Administrative Block, Manohar International Airport, Mopa,
Pernem - 403512, North Goa. CIN: U63030GA2016PLC013017
Tel: + 91 832 2499000 Fax:+ 91 8322499020; www.gmrgroup.in

NOTICE TO THE MEMBERS OF GMR GOA INTERNATIONAL AIRPORT LIMITED FOR

THE 07TH ANNUAL GENERAL MEETING OF THE COMPANY.

Notice is hereby given that the 07th Annual General Meeting of the members of GMR Goa
International Airport Limited will be held on September 22, 2023 at 03.00 p.m. (IST)
through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) at the registered
office of the Company at Administrative Block, Manohar International Airport, Taluka
Pernem, Mopa, North- Goa 403512 to transact the following businesses:

Ordinary Business

1. To receive, consider and adopt the audited financial statements of the

Company for the Year ended March 31st, 2023 together with the notes and
annexures thereto and the reports of the Board of Directors and Auditors
thereon.

To consider and, if thought fit, to pass, with or without modifications, the following
resolution as an Ordinary Resolution:

“RESOLVED THAT the audited financial statements for the financial year ended March
31, 2023 along with the Directors’ Report and Auditors’ Report thereon be and are
hereby received, considered, approved and adopted.”

2. To appoint a director in place of Mr. K.N. Rao (DIN 00016262) who retires by
rotation and being eligible, offers himself for re-appointment.

To consider and, if thought fit, to pass, with or without modifications, the following
resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act,
2013 and Rules made thereunder (including any statutory modification and re-
enactment thereof) and other applicable provisions, if any of the Companies Act, 2013,
Mr. K.N. Rao (DIN 00016262), Director who is liable to retire by rotation and being
eligible has offered himself for appointment, be and is hereby re-appointed as a of the
Company, liable to retire by rotation.”

3. To appoint a director in place of Mr. P.S. Nair (DIN 00063118) who retires by
rotation and being eligible, offers himself for re-appointment.

To consider and, if thought fit, to pass, with or without modifications, the following
resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act,
2013 and Rules made thereunder (including any statutory modification and re-
enactment thereof) and other applicable provisions, if any of the Companies Act, 2013,
Mr. P.S. Nair (DIN 00063118), Director who is liable to retire by rotation and being

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 GMR Goa International Airport Limited
Regd. Office: Administrative Block, Manohar International Airport, Mopa,
Pernem - 403512, North Goa. CIN: U63030GA2016PLC013017
Tel: + 91 832 2499000 Fax:+ 91 8322499020; www.gmrgroup.in

eligible has offered himself for appointment, be and is hereby re-appointed as a of the
Company, liable to retire by rotation.”

Special Business

4. To appoint Mr. Amarsen Wamanrao Rane (DIN 02841094), Nominee of

Government of Goa as Director of the Company.

To consider and, if thought fit, to pass, with or without modifications, the following
resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 161 and all other applicable
provisions, if any, of the Companies Act, 2013 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), Article 5.4.3 of the Concession
Agreement executed with Government of Goa on November 08, 2016, Clause 5.2 of the
Shareholders Agreement executed with Government of Goa on November 30, 2016
(Shareholders Agreement) Mr. Amarsen Wamanrao Rane DIN (02841094), a Nominee
Director representing the Directorate of Civil Aviation, Government of Goa, be and is
hereby appointed as Nominee Director of the Company, who shall not be liable to retire
by rotation in terms of clause 5.2.1 (a) of the Shareholders’ Agreement subject to
approval of the Shareholders.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution
all Directors, Mr. R. V. Sheshan, Chief Executive Officer, Chief Financial Officer and the
Company Secretary of the Company, be and are hereby severally authorized to do all
such acts, deeds and things and deal with all such matters and take all such steps as
may be necessary for giving effect to the above resolution, for obtaining Shareholders
approval and for filing necessary documents, forms with the Registrar of Companies,
Central Government or to any other authority as may be required and communicate to
all such statutory authorities as may be necessary in this regard’’.

5. To appoint Mr. Madhu Ramachandra Rao (DIN: 02683483) as an Independent

Director of the Company for a term of Five years and in this connection, 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 149, 150 and 152 of the
Companies Act, 2013 read with Schedule IV of the Companies Act, 2013 and the
Companies (Amendment) Act, 2017 (‘Act’) read with the Companies (Appointment and
Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-
enactment thereof for the time being in force) and basis the recommendation of the
Nomination and Remuneration Committee and the Board of Directors, Mr. Madhu
Ramachandra Rao (DIN: 02683483), Independent Director of the Company who has
submitted a declaration that he meets the criteria for independence as provided in
Section 149(6) of the Companies Act, 2013 and who is eligible for re-appointment, be
and is hereby appointed as an Independent Director on the Board of the Company, not

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 GMR Goa International Airport Limited
Regd. Office: Administrative Block, Manohar International Airport, Mopa,
Pernem - 403512, North Goa. CIN: U63030GA2016PLC013017
Tel: + 91 832 2499000 Fax:+ 91 8322499020; www.gmrgroup.in

liable to retire by rotation for a term of Five years commencing from the conclusion of
this 7th Annual General Meeting till the 12th Annual General Meeting to be held in the
calendar year 2028 and he will not be liable to retire by rotation.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution
any Director(s) or the Key Managerial Personnel(s) or Mr. G.R.K. Babu (Sector CFO -
Airports, Finance & Accounts) of the Company, be and are hereby severally authorized
to file Form DIR-12 with the Registrar of Companies, to make necessary entries in the
Statutory Registers of the Company and to do all such acts/deeds/things as may deem
fit to give effect to this resolution.”

By order of the Board of Directors of

GMR Goa International Airport Limited

Place: Goa Rohan Ramachandra Gavas

Date: September 01, 2023 (Company Secretary)

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 GMR Goa International Airport Limited
Regd. Office: Administrative Block, Manohar International Airport, Mopa,
Pernem - 403512, North Goa. CIN: U63030GA2016PLC013017
Tel: + 91 832 2499000 Fax:+ 91 8322499020; www.gmrgroup.in

NOTES

1. In view of COVID-19 pandemic, Ministry of Corporate Affairs (“MCA”) vide its General
Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13,
2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021
dated December 08, 2021 and General Circular No. 03/2022 dated May 05, 2022
(collectively referred to as “MCA Circulars”) has allowed the Companies to conduct
Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or Other Audio
Visual Means without the physical presence of the Members at a common venue. In
terms of the said Circulars, the 7th AGM of the Company is being held through VC.
Hence, Members can attend and participate in the AGM through VC only.

2. The company shall provide proper teleconferencing/video-conferencing/webex facility

are as under. The instructions/details of the meeting i.e. access link to the video
conferencing or other audio visual means, login id, passwords, helpline numbers, e-mail
id of a designated person who shall provide assistance for easy access to the meeting
are as under:

Weblink : https://gmrgroup-
in.zoom.us/j/99245985618?pwd=MzNuSnl2NkpyNk1vM0RyY2NVdEFXQT09

Meeting ID : 992 4598 5618

Passcode : 544712
Email ID of designated person : rohan.gavas@gmrgroup.in

3. Pursuant to the aforesaid MCA Circulars, Members attending the 7th AGM through VC
shall be counted for the purpose of reckoning the quorum under Section 103 of the
Companies Act, 2013.

4. As per the Companies Act, 2013, (‘the Act’), a member entitled to attend and vote at
the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. However,
in terms of the MCA Circulars, the 7th AGM is being held through VC, physical attendance
of Members has been dispensed with. Accordingly, the facility of appointment of proxies
by Members under Section 105 of the Act will not be available for the 7th AGM and hence
the Proxy Form and Attendance Slip are not annexed to this Notice.

5. Since the AGM will be held through VC Facility, the Route Map being not relevant,
therefore is not annexed to this Notice.

6. Members may join the 7th AGM through VC Facility by following the procedure as
mentioned separately in the notice, which shall be kept open for the Members from
02.45 p.m. IST i.e. 15 minutes before the time scheduled to start the 7th AGM and
shall not be closed for at least 15 minutes after such scheduled time.

7. Corporate members shall appoint their authorised representative(s) to attend the

Meeting through video conferencing and are requested to send to the Company a
certified copy of the Board Resolution authorizing their representative to attend and vote
on their behalf at the Annual General Meeting.

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 GMR Goa International Airport Limited
Regd. Office: Administrative Block, Manohar International Airport, Mopa,
Pernem - 403512, North Goa. CIN: U63030GA2016PLC013017
Tel: + 91 832 2499000 Fax:+ 91 8322499020; www.gmrgroup.in

8. The Meeting may be convened at a shorter notice, after obtaining the consent, in writing
or by electronic mode, is accorded thereto by members of the Company majority in
number entitled to vote and who represent not less than ninety-five percent of such part
of the paid-up share capital of the company as gives a right to vote at the meeting,
pursuant to the provisions of Section 101 of the Act.

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013.

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013,
sets out all material facts relating to the business mentioned at Item Nos. 4 & 5. of the
accompanying Notice.

Item No. 4

To appoint Mr. Amarsen Wamanrao Rane (DIN 02841094), Nominee of

Government of Goa as Director of the Company.

The Board of Directors based on the recommendation of Nomination and Remuneration

(NRC) of Board of Directors, at its meeting held on May 22, 2023, appointed Mr. Amarsen
Wamanrao Rane as a Nominee Director (additional) of Government of Goa on the Board of
the Company who shall not be liable to retire by rotation. Further the Board and NRC
have recommended regularisation of Mr. Rane as Non-Retiring Nominee Director of
Government of Goa. Further Government of Goa vide their letter dated May 16, 2023,
having reference number 84/DOCA/GGIAL/2023/VOLII/50 nominated Mr. Amarsen
Wamanrao Rane, Director of Civil Aviation as Nominee Director of Government of Goa
(Nomination Letter). Accordingly, it is proposed to appoint Mr. Rane as a Non-Retiring
Nominee Director of Government of Goa on the Board of Directors of the Company.

In the opinion of the Board, Mr. Amarsen Wamanrao Rane fulfils the conditions specified in
the Companies Act, 2013 and rules made thereunder for his appointment as Non-Retiring
Nominee Director of Government of Goa.

Additional information in respect of Mr. Amarsen Wamanrao Rane, pursuant to Secretarial

Standards on General Meetings (SS-2), is provided at Annexure A to this Notice. A brief
profile of Mr. Amarsen Wamanrao Rane is also provided at Annexure B to this Notice.

Except Mr. Amarsen Wamanrao Rane, none of the Directors and Key Managerial Personnel
of the Company.

The Board of Directors recommends the resolution proposing the appointment of

Mr. Amarsen Wamanrao Rane a Nominee Director of the Company, as set out in Item No.
4 for approval of the Members by way of an Ordinary Resolution.

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 GMR Goa International Airport Limited
Regd. Office: Administrative Block, Manohar International Airport, Mopa,
Pernem - 403512, North Goa. CIN: U63030GA2016PLC013017
Tel: + 91 832 2499000 Fax:+ 91 8322499020; www.gmrgroup.in

Item No. 5

The Board at its meeting held on August 09, 2023 appointed Mr. Madhu Ramachandra
Rao as an Independent Director (Additional) of the Company for a second term of 5
years.

In terms of Section 160 of the Companies Act, 2013, the Nomination and Committee and
the Board have recommended appointment of Mr. Madhu Rao as an Independent Director
pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013. The
Company has also received a notice in writing from a member proposing the candidature
of Mr. Madhu Rao to be appointed as an Independent Director of the Company. The
Company has received a declaration from Mr. Madhu Rao confirming that he meets the
criteria of independence under the Companies Act, 2013. Further, the Company has also
received Mr. Madhu Rao’s consent to act as a Director in terms of Section 152 of the
Companies Act, 2013 and a declaration that he is not disqualified from being appointed as
a Director in terms of Section 164 of the Companies Act, 2013.

Additional information in respect of Mr. Madhu Rao, pursuant to Secretarial Standards on

General Meetings (SS-2), is provided at Annexure A to this Notice.

Except Mr. Madhu Rao, none of the Directors and Key Managerial Personnel of the
Company.

The Board of Directors recommends the resolution proposing the appointment of Mr. Madhu
Rao as an Independent Director of the Company, as set out in Item No. 5 for approval of
the Members by way of an Ordinary Resolution.

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 GMR Goa International Airport Limited
Regd. Office: Administrative Block, Manohar International Airport, Mopa,
Pernem - 403512, Goa. CIN: U63030GA2016PLC013017
Tel: + 91 832 2499000 Fax:+ 91 8322499020; www.gmrgroup.in

Profile of Directors seeking appointment/re-appointment at the Annual

General Meeting (In pursuance of Secretarial Standard – II on General
Meetings)

Name of Mr. K.N. Rao Mr. Amarsen Mr. Madhu Ramachandra Rao
Mr. P.S. Nair
Director Wamanrao Rane
DIN 00016262 00063118 02841094 02683483
Age 65 Years 72 years 55 Years 69 years
Qualification Chartered Master of Arts in BSC, LLM, M.A. Chartered Accountant
Accountant, Cost Political Science / (Political Science),
Accountant, Public Senior Administrative
Company Administration with Grade Officer of Civil
Secretary and a Post Graduate Services Govt. of Goa.
Management Diploma in Public
Accountant Sector Management
from Leeds
University, UK.
Experience 48 53 Mr. Rane held various Mr. Madhu Rao is Chartered
positions in Govt of Accountant by profession having
Goa including as professional experience of more than
Director of Vigilance, 45 years in framing corporate and
Director of Public accounting policies & procedures,
Grievances, Addl., talent acquisition, investment
Collector and District analysis, marketing strategies, liaison
Magistrate. with the auditors, maintain cordial
investor relations, negotiating
investment incentives with
Government, Corporate bond and
rights issues, etc.
Terms and Non-Executive Non-Executive Nominee Director Govt. Independent Director
Conditions of Director Director of Goa.
appointment
Details of Nil Nil Nil To be paid by way of sitting fees only
Remuneration
Date of first December 06, December 06, 2016 May 22, 2023 November 9, 2021
appointment on 2016
the Board
Shareholding in Nil Nil Nil Nil
the Company
Relationship NA NA NA NA
with other
Directors,
Manager and
KMPs
No. of Board 7 6 NA NA
meetings
attended during
the year
Other (a) Delhi (a) GMR Aero NA 1. Shree Renuka Sugars Ltd.
Directorship, Aerotropolis Technic Limited 2. Gokak Sugars Ltd.
Chairmanship & Private Limited (b) GMR Air 3. GMR Hyderabad International
Committee (b) GMR Goa Cargo and Airport Ltd.
Membership International Aerospace 4. Adani Wilmar Ltd
Airport Limited Engineering Limited 5. Sumeru Global Holdings And
(c) Delhi (c) GMR Services Private Ltd.
International Hyderabad Aviation 6. Sumeru Software Solutions
Airport Limited SEZ Limited Private Ltd.
(d) GMR (d) GMR 7. Pyramid Lanka (Pvt.) Ltd.
Airports Limited Hyderabad 8. Pyramid Wilmar (Pvt.) Ltd.
(e) JSW Aerotropolis Limited 9. Pyramid Wilmar Oils & Fats
GMR Cricket (Pvt.) Ltd.
Private Limited 10. Wilmar Tea Lanka (Pvt) Ltd

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 GMR Goa International Airport Limited
Regd. Office: Administrative Block, Manohar International Airport, Mopa,
Pernem - 403512, Goa. CIN: U63030GA2016PLC013017
Tel: + 91 832 2499000 Fax:+ 91 8322499020; www.gmrgroup.in

Name of Mr. K.N. Rao Mr. Amarsen Mr. Madhu Ramachandra Rao
Mr. P.S. Nair
Director Wamanrao Rane
(f) Geokno (e) GMR 11. Perennial Real Estate Lanka
India Private Aviation Private (Pvt.) Ltd.
Limited Limited 12. PREH Properties (Pvt.) Ltd.
(f) GMR Goa 13. Sunshine Wilmar (Pvt.) Ltd.
International 14. Watawala Plantations PLC
Airport Limited 15. Orion Fund Pte. Ltd.
(g) Delhi 16. Orion Fund II Pte. Ltd
Aviation Fuel 17. Art of Living Foundation Ltd.,
Facility Private Australia
Limited 18. The Art of Living, India
(h) Aerospace 19. Art of Living, International
and Aviation Sector Company, Taiwan
Skill Council CHAIRMANSHIP AND COMMITTEE
POSITION
Shree Renuka Sugars Ltd
• Audit Committee (C)
• Stake Holders Relationship
Committee (C)
• Nomination & Remuneration
Committee (M)
• Risk Management
Committee (M)
Gokak Sugars Limited
• Audit Committee (C)
• Nomination & Remuneration
Committee (M)
GMR Hyderabad International
Airport Limited
• Audit Committee (M)
• Nomination & Remuneration
Committee (M)
• Share Transfer and
Allotment Committee (M)
Adani Wilmar Limited
• Audit Committee (M)
• Nomination & Remuneration
Committee (M)
• Corporate Social
Responsibility (M)

By order of the Board of Directors of

GMR Goa International Airport Limited

Place: Goa Rohan Ramachandra Gavas

Date: September 01, 2023 (Company Secretary)

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Page 34 of 92
 FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members
GMR Goa International Airport Limited
Administrative Block, Mopa International Airport,
Dadachiwadi Road, Nagzar, Taluka Pernem Mopa North Goa GA 403512

I have conducted the Secretarial Audit of the compliance of all applicable statutory provisions
and the adherence to good corporate practices by GMR GOA INTERNATIONAL AIRPORT
LIMITED (hereinafter called ‘the Company’) for the Financial Year ended March 31, 2023.
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other
records maintained and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, hereby report that in my
opinion, the Company has, during the audit period covering the financial year ended on
31st March, 2023, complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter. Other material compliances are listed in
‘Annexure-A’ attached to this report.

I have examined the books, papers, minute books, registers, forms and returns filed and other
records maintained by GMR GOA INTERNATIONAL AIRPORT LIMITED for the financial
year ended on 31st March, 2023, according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder:
Not Applicable as the shares of the Company are not listed in any stock exchange in
India;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):- Not applicable as the shares of the Company are
not listed in any stock exchange in India.
Page 35 of 92
 a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011: Not Applicable

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015: Not Applicable

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018: Not Applicable

d. The Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Guidelines, 2021: Not Applicable

e. The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client: Not Applicable

f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2016: Not Applicable;

g. The Securities and Exchange Board of India (Buyback of Securities) Regulations,

2018: Not Applicable; and

h. Securities and Exchange Board of India (Issue and Listing of Non-Convertible

Securities) Regulations, 2021: Not Applicable;

(vi) The other laws, as informed and certified by the management of the Company which
are specifically applicable to the Company based on their sector/industry are:

(1) The Central Goods and Service Tax Act, 2017

(2) The Income Tax Act, 1961 & The Income Tax Rules, 1962
(3) The Motor Vehicles Act, 1988 & The Goa Motor Vehicle Rules, 1991
(4) The Flag Code of India, 2002 & The Prevention of insults to National Honour Act, 1971
(5) The Information Technology Act, 2000
(6) The Goa, Daman and Diu Shops and Establishment Act, 1973 & The Goa, Daman and Diu
Shops and Establishment Rules, 1975
(7) The Environment (Protection) Act, 1986
(8) The Air (Prevention and Control of Pollution) Act, 1981 & The Air (Prevention and
Control of Pollution) (Union Territories) Rules, 1983
(9) The Water (Prevention and Control of Pollution) Act, 1974 & The Water (Prevention and
Control of Pollution) Rules, 1975
(10) The Building and other Construction Worker's Welfare Cess Act, 1996 & The Building and
other Construction Workers Welfare Cess Rules, 1998
(11) The Airport Authority of India Act, 1994
(12) The Goa Ground Water Regulation Act, 2002 & The Goa Ground Water Regulation Rules,
2003
(13) The Goa, Daman and Diu Electricity Duty Act, 1986

Page 36 of 92
I have also examined compliances with respect to the applicable clauses of the following:

(i) Secretarial Standards issued by “The Institute of Company Secretaries of India”.

During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

Based on the information received and records maintained by the Company, I further report
that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Companies Act, 2013. Changes are as
follows:

a. Mr. Madhu Ramachandra Rao resigned from the post of directorship w.e.f.
December 21, 2022;

2. Adequate notice was given to all the Directors to schedule Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance (in the case of meeting
held on shorter notice, one independent Director was present in the meeting in terms of the
compliance of the Act), and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation
at the meeting. I further report that the Company has been sending agenda notes to
Directors as per the provisions contained in its Articles of Association, which is in
compliances with the provisions of the Act. Majority decision is carried through while the
dissenting member’s views are captured and recorded as part of the minutes.

I further report that during the audit period:

(a) The Company by way of Circular Resolution passed by the Share Allotment & Transfer
Committee on April 29, 2022 allotted 2,70,00,000 equity shares of face value of Rs. 10/-
each fully paid up on right issue basis.
(b) The Company by way of Circular Resolution passed by the Share Allotment & Transfer
Committee on April 29, 2022 allotted 2,95,00,000 equity shares of face value of Rs. 10/-
each fully paid up on right issue basis.
(c) The Company by way of Circular Resolution passed by the Board of Directors on June
02, 2022 allotted 3,000 Unsecured Compulsorily Convertible Debentures of face value of
Rs. 1,00,000/- each fully paid up on Private Placement basis.
(d) The Company by way of Circular Resolution passed by the Board of Directors on June
23, 2022 allotted 2,500 Unsecured Compulsorily Convertible Debentures of face value of
Rs. 1,00,000/- each fully paid up on Private Placement basis.
(e) The Company by way of Circular Resolution passed by the Board of Directors on July
22, 2022 allotted 7,500 Unsecured Compulsorily Convertible Debentures of face value of
Rs. 1,00,000/- each fully paid up on Private Placement basis.
(f) The Company by way of Circular Resolution passed by the Board of Directors on
August 05, 2022 allotted 2,500 Unsecured Compulsorily Convertible Debentures of face
value of Rs. 1,00,000/- each fully paid up on Private Placement basis.

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(g) The Company by way of Circular Resolution passed by the Board of Directors on
November 25, 2022 allotted 500 Rated, Secured, Unlisted, Redeemable, Transferable,
Non-Convertible Debentures of face value of Rs. 10,00,000/- each fully paid up on
Private Placement basis.
(h) The Company by way of Circular Resolution passed by the Board of Directors on
November 26, 2022 allotted 24 Rated, Unlisted, Secured, taxable, Redeemable, Market
linked Non-Convertible Debentures of face value of Rs. 2,50,00,000/- each fully paid up
at a discount of 2.5% on Private Placement basis in one or more tranches.
(i) The Company by way of Circular Resolution passed by the Board of Directors on March
29, 2023 allotted 1,00,000 Optionally Convertible Non-Cumulative Redeemable
Preference Shares of face value of Rs. 10/- each fully paid up at on Private Placement
basis.
(j) The Company has obtained the consent of the members by way of passing of Special
Resolutions in its Extra Ordinary General Meeting on the following dates:

(i) July 20, 2022: Following are the resolutions:

• Issuance and allotment of Unsecured Compulsorily Convertible Debentures

(CCD) on private placement to GMR Airports Limited.
• Alteration of Articles of Association pursuant to CCD Subscription agreement
executed with GMR Airports Limited..

(ii) August 05, 2022: Following are the resolutions:

• Approval for enhancement of borrowing limit of the Company.

• Approval for the creation of lien, encumbrance over the assets of the Company.

(iii) November 16, 2022: Following are the resolutions:

• Approval for enhancement of borrowing limit of the Company.

• Approval for the creation of lien, encumbrance over the assets of the Company.

(iv) March 16, 2023: Following are the resolutions:

• Approval for enhancement of borrowing limit of the Company.

• Approval for the creation of lien, encumbrance over the assets of the Company.
• Approval for alter the terms of 5,500 Compulsorily Convertible Debentures
issued to GMR Airport Developers Limited.
• Approval for alter the terms of 10,000 Compulsorily Convertible Debentures
issued to GMR Airports Limited.
• Approval for Issuance of Optionally Convertible Noncumulative Redeemable
Preference Shares on Private Placement Basis.
• Approval for Issuance of Compulsorily Convertible Debentures.
• Adoption of Amended and Restated Articles of Association of the Company.
• Approval for Providing Option to Convert the Loan into Equity Shares or Other
Capital of the Company in case of event of default.

Page 38 of 92
I further report that there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.

For ARUN KUMAR GUPTA & ASSOCIATES

COMPANY SECRETARIES

(ARUN KUMAR GUPTA)

Proprietor
FCS No. 5551, CP No. 5086
Peer Review Cer. No. 1658 /2022
UDIN:

Place: New Delhi

Date:

Page 39 of 92
 Annexure A’
Annexure to the Secretarial Audit Report

In my opinion and to the best of my information and according to the examinations carried out
by me and explanations furnished and representations made to me by the Company, its officers
and agents, I report that the Company has, during the financial year under review, complied
with the provisions of the Act, the Rules made there under and the Memorandum and Articles
of Association of the Company with regard to:

(1) Maintenance of various statutory registers and documents and making necessary entries
therein;
(2) Contracts, Common Seal, Registered Office and publication of name of the Company;
(3) Forms, Returns, Documents and resolutions required to be filed with the Registrar of
Companies, Regional Director, Central Government, and such other authorities;
(4) Service of documents by the Company on its Members, Directors, Auditors and Registrar
of Companies;
(5) Constitution of the Board, Audit Committee, Nomination and Remuneration Committee
and Share Allotment and Transfer Committee;
(6) Disclosure of Interest and Concerns in Contracts and Arrangements, Shareholdings and
Directorships in other Companies and interest in other entities by Directors and Key
Managerial Personnel;
(7) Disclosures requirements in respect of their eligibility for appointment, declaration of
their independence and other compliances related to their appointment as Directors of
GMR Goa International Airport Limited;
(8) Related party transactions which were in the ordinary course of business and at arm’s
length basis and were placed before the Audit Committee for their review/approval as
and when required;
(9) Appointment and remuneration of Statutory Auditors;
(10) Notice of the meetings of the Board and Committees thereof;
(11) Minutes of the meeting of the Board and Committees thereof;
(12) Minutes of General Meeting(s);
(13) Approval of the Members, Board of Directors, Committees of the Board of Directors and
Government Authorities, wherever required;
(14) Form of the Balance Sheet as at March 31, 2022 as prescribed under part I of Division II of
schedule III of the Companies Act, 2013 and requirements as to Profit & Loss Account for
the year ended on that date are as per Part II of Division II of the said schedule and the
financial statements of the Company for the financial year ended 31st March, 2022 is in
conformity with the format prescribed under schedule V of the Act;
(15) Report of the Board of Directors for the financial year ended March 31, 2022;
(16) Annual Return as per the provisions of Section 92 of the Companies Act, 2013;
(17) Borrowings and registration of charges;
(18) Investment of Company’s funds and inter-corporate loans and investments.
**********

Page 40 of 92
 Annexure-B

To
The Members
GMR Goa International Airport Limited
Administrative Block, Mopa International Airport,
Dadachiwadi Road, Nagzar, Taluka Pernem Mopa North Goa GA 403512

Our report of event date is to be read along with this Annexure.

Maintenance of Secretarial records is the responsibility of the management of the Company.

Our responsibility is to express an opinion on these secretarial records based on our audit.

We have followed the audit practices and processes as were appropriate to obtain reasonable
assurances about the correctness of the contents of the secretarial records. The verifications were
done on test basis to ensure that correct facts are reflected in secretarial records. We believe that
the processes and practices followed by the Company provide a reasonable basis for our
opinion.

We have not verified the correctness and appropriateness of financial records and books of
accounts of the Company.

Wherever required, we have obtained the management representation about the compliance of
laws, rules and regulations and happening of events etc.

The compliance of the provisions of corporate and other applicable laws, rules, regulations,
standards is the responsibility of the management. Our examination was limited to the
verification of procedures on test basis.

The secretarial audit report is neither an assurance as to the future viability of the Company nor
of the efficacy or effectiveness with which the management has conducted the affairs of the
Company.

For ARUN KUMAR GUPTA & ASSOCIATES

COMPANY SECRETARIES

(ARUN KUMAR GUPTA)

Proprietor
FCS No. 5551, CP No. 5086
Peer Review Cer. No. 1658 /2022

Place: New Delhi

Date:

Page 41 of 92
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