SEC/25/2020-21 BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street
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SEC/25/2020-21 July 21, 2020 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort, Bandra-Kurla Complex, Sandra (East), Mumbai 400 001. Mumbai 400 051. Stock Code : 532638 Stock Symbol : SHOPERSTOP Dear Sirs, Sub: Notice of 23rd Annual General Meeting (23rd AGM) & Annual Report 2019-20. Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, please find enclosed herewith Annual Report for the Financial Year 2019-20 and the Notice convening 23rd AGM of the Company·. Please be informed that 23rd AGM is scheduled to be held on Thursday, August 13, 2020 at 4.00 p.m. 1ST through Video Conferencing I Other Audio Visual Means, to transact the businesses as set out in the Notice, pursuant to the relevant circulars issued by Ministry of Corporate Affairs and SEBI in this regard. The aforesaid documents are available on the corporate website of the Company at https://corporate.shoppersstop.comllnvestors/annual-report.aspx and are being dispatched electronically to shareholders whose email addresses are registered with the Company and Depositories. Kindly take the same on record. Thank you. Yours truly, For Shoppers Stop Limited G\~ Bharat Sanghavi Company Secretary Encl: Ala Shoppers Stop limited Registered & Service omce - Umang Tower, 5th Floor, Mindspace , Off. link Road, Malad (West), Mumbai - 400 064, Maharashtra. T + 022 42497000, F + 022 288088n.CIN : l51900MH1997PlC108798. E- mail us at [email protected] Toll Free No.:T +-800- 49-6648 (9 am to 9 pm). SHOPPERS STOP LIMITED Reg. Office: Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (W), Mumbai-400064. Tel no.: 022-42497000, Email: [email protected] Website: www.shoppersstop.com CIN: L51900MH1997PLC108798 NOTICE NOTICE is hereby given that Twenty Third Annual General the Companies (Appointment and Qualification of Meeting of the Members of Shoppers Stop Limited will be held Directors) Rules, 2014 and applicable provisions of on Thursday, August 13, 2020 at 4.00 p.m. Indian Standard the Securities and Exchange Board of India (Listing Time (“IST”), through Video Conferencing (VC) / Other Audio Obligations and Disclosure Requirements) Regulations, Visual Means (OAVM), to transact the following business: 2015 (“the Listing Regulations”), (including any statutory modification(s) or re-enactment(s) thereof for the time ORDINARY BUSINESS: being in force), Mr. William Kim (DIN: 08750326), who 1. To receive, consider and adopt: has submitted a declaration that he meets the criteria a) the audited Standalone financial statements of the for independence as provided in the Act and the Company for the financial year ended March 31, Listing Regulations, be and is hereby appointed as an 2020 and the reports of the Board of Directors and Independent Director of the Company to hold office for Auditors thereon; and a term of 5 (five) consecutive years, with effect from June 15, 2020, and whose office shall not be liable to b) the audited Consolidated financial statements of retire by rotation. the Company for the financial year ended March 31, 2020 and the report of the Auditors thereon. RESOLVED FURTHER THAT the Board of Directors of the Company or its Committee thereof or any 2. To appoint a Director in place of Mr. Ravi Raheja (DIN: empowered officials, be and hereby authorised to do 00028044), who retires by rotation and being eligible, and perform all such acts, deeds, matters or things as offers himself for re-appointment. may be considered necessary, appropriate, expedient or desirable to give effect to this resolution.” SPECIAL BUSINESS: 3. Appointment of Mr. William Kim (DIN: 08750326) as By Order of the Board of Directors an Independent Director of the Company. For Shoppers Stop Limited To consider and, if thought fit, to pass the following Place: Mumbai Bharat Sanghavi resolution as an Ordinary Resolution: Date : June 15, 2020 Company Secretary “RESOLVED THAT Mr. William Kim (DIN: 08750326), NOTES: who was appointed by the Board of Directors as an 1. An explanatory statement pursuant to Section 102 Additional Director with effect from June 15, 2020 and of the Companies Act, 2013 (“the Act”) setting out who holds office up to the date of 23rd Annual General material facts concerning the business under Item No. Meeting of the Company in terms of Section 161(1) of 3 of the accompanying Notice, is annexed hereto. The the Companies Act, 2013 (“the Act”) read with Article Board of Directors of the Company has opined that the 135 of the Articles of Association of the Company and special business under Item No. 3, being considered being eligible for appointment, and in respect of whom unavoidable, be transacted at 23rd Annual General the Company has received a notice in writing from Meeting (AGM) of the Company. a member under Section 160 of the Act, signifying intention to propose his candidature for office of 2. In view of the outbreak of the COVID-19 pandemic, director, be and is hereby appointed as Director the Ministry of Corporate Affairs (“MCA”) has vide its of the Company. circular dated May 5, 2020, read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to RESOLVED FURTHER THAT pursuant to the provisions as “MCA Circulars”) and the SEBI vide its circular dated of Sections 149, 150, 152 and other applicable provisions, May 12, 2020 (“SEBI Circular”) permitted the Companies if any, of the Act read with Schedule IV to the Act and to hold AGM through VC / OAVM, without the physical presence of the Member at a common venue, subject cast their vote by remote e-voting prior to the AGM may to compliance of various conditions mentioned therein. also join the AGM through VC / OAVM but shall not be entitled to cast their vote again. 3. In compliance with the applicable provisions of the Act, the SEBI (Listing Obligations and Disclosure 10. The Company has fixed Thursday, August 6, 2020 as Requirements) Regulations, 2015 (“the Listing the cut-off date for identifying the Members who shall Regulations”) read with MCA Circulars and SEBI Circular, be eligible to vote through remote e-voting facility 23rd AGM of the Company is being convened as e-AGM and for participation and voting in the AGM. A person and the Members can attend and participate in 23rd AGM whose name is recorded in the Register of Members or / the Meeting / e-AGM, through VC / OAVM facility. in the Register of Beneficial Owners maintained by the depositories as on the cut-off date shall be entitled to 4. Your Company has appointed KFin Technologies Private vote on the resolutions through the facility of Remote Limited (“KFintech”), Registrar & Share Transfer Agent, e-Voting or participate and vote in the AGM. to provide VC / OAVM Facility & voting facility for the AGM. The instructions for participation by Members are 11. The Board of Directors of the Company has appointed given in the subsequent paragraphs. Mr. Makarand M Joshi of Makarand M Joshi & Co., Practicing Company Secretaries, Mumbai, as the 5. Pursuant to Section 105 of the Act, a Member entitled to Scrutiniser to scrutinise the voting including remote attend and vote at the AGM is entitled to appoint a proxy e-voting process in a fair and transparent manner. to attend and vote on his/her behalf who may or may not be a Member of the Company. In terms of the MCA 12. In pursuance of Section 112 and Section 113 of the Circulars, since the physical attendance of Members Act, the Corporate /Institutional Members (i.e. other has been dispensed with, there is no requirement of than Individuals, HUF, NRI, etc.) are required to send appointment of proxies. Accordingly, the facility of scanned certified true copy (PDF/JPEG Format) of the appointment of proxies by Members under Section 105 Board or governing Resolution/Authority Letter, etc. of the Act will not be available for 23rd AGM, and hence together with attested specimen signature(s) of the the Proxy Form and Attendance Slip are not annexed duly authorised representative(s), for attending AGM on to this Notice. its behalf and to vote either through remote e-voting or during the AGM. The said Resolution/Authorization 6. Pursuant to provisions of MCA Circulars, Members should be sent electronically through registered attending the 23rd AGM through VC / OAVM shall be email address to the Scrutiniser at scrutinizer@mmjc. counted for the purpose of reckoning the quorum under in with a copy marked to [email protected] Section 103 of the Act. and [email protected]. The scanned image of the above-mentioned documents should be in the 7. As per the MCA Circulars atleast 1,000 Members will naming format “Shoppers Stop Limited - 23rd AGM.” be able to join AGM on a first-come-first-served basis. However, the large shareholders (i.e. shareholders 13. The Annual Report 2019-20 including Notice of AGM holding 2% or more shareholding), Promoters, is being sent only through electronic mode to those Institutional Investors, Directors, Key Managerial Members whose email addresses are registered with Personnel, the Chairpersons of the Audit Committee, the Company/ Depositories. Members may please Nomination Remuneration & Corporate Governance note that the Annual Report 2019-20 including Notice of Committee and Stakeholders’ Relationship Committee, 23rd AGM will be available on the Company’s corporate Auditors, etc. can attend AGM without any restriction website at https://corporate.shoppersstop.com. The on account of first-come-first- served principle. same can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia. 8. The Company has provided the facility to Members to com and National Stock Exchange of India Limited at exercise their right to vote by electronic means both www.nseindia.com respectively and on the website of through remote e-voting and e-voting during the AGM.