SHOPPERS STOP SEC/029/2018-19 July 2, 2018 BSE Limited National Stock Exchange of India Ltd. Mumbai Samachar Marg, Exchange Plaza , Fort, Mumbai - 400 001. Sandra-Kurla Complex, Sandra (East), Mumbai - 400 051. Stock Code : 532638 SHOPERSTOP Dear Sirs, Sub: Annual General Meeting Notice & Annual Report : 2017-18 Please find enclosed herewith Notice dated June 8, 2018 convening Twenty First Annual General Meeting of the members of the Company scheduled to be held on Friday, July 27, 2018 at 3.30 p.m. at Boundary Hall, First Floor, MCA Recreation Centre, RG-2, G-Siock, Sandra Kurla Complex, Bandra (East), Mumbai - 400 051 to transact the business as set out in the aforesaid Notice. We also enclose herewith Annual Report for the financial year 2017-18. The same has been already sent to members of the Company by permitted mode. We request you to kindly take the same on record. Thanking you, Encl: aa Shoppers Stop Limited . Registered & service Office - Umung Tower, Sth Floor, Mindspace, Off. Link Road, Malad (West), Mumbai - 400 064, Ma harashtra . T + 022 42497000, F + 022 28808877.CIN : L51900MH1997PLC108798. E-mail us at [email protected] , Toll Free No.:T + 1- 800- 419-6648 (9 am to 9 pm). SHOPPERS STOP LIMITED Registered Office: Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (West), Mumbai - 400 064. Tel: 022-42497000 E-mail: [email protected] Website: www.shoppersstop.com CIN: L51900MH1997PLC108798 NOTICE Notice is hereby given that the Twenty First Annual eligible for appointment as an Independent Director General Meeting of the members of Shoppers Stop of the Company, not liable to retire by rotation, for a Limited will be held on Friday, July 27, 2018 at 3.30 p.m. term of five years commencing from June 8, 2018 to at Boundary Hall, First Floor, MCA Recreation Centre, June 7, 2023, be and is hereby approved.” RG-2, G-Block, Bandra Kurla Complex, Bandra (East), 5. To consider and, if thought fit, to pass the following Mumbai – 400 051, to transact the following business: resolution as an Ordinary Resolution: ORDINARY BUSINESS: “RESOLVED THAT Mr. Rajiv Suri (DIN: 08124971), who was appointed by the Board of Directors as an 1. To consider and adopt: Additional Director of the Company with effect from (a) the Audited Standalone Financial Statements of June 8, 2018 and who holds office up to the date the Company for the financial year ended March of this Annual General Meeting of the Company in 31, 2018 and the reports of the Board of Directors terms of Section 161(1) of the Companies Act, 2013 and the Auditors thereon; and and Article 135 of the Articles of Association of the Company and being eligible for appointment, and in (b) the Audited Consolidated Financial Statements of respect of whom the Company has received a notice the Company for the financial year ended March in writing from a member under Section 160(1) of the 31, 2018 and the report of the Auditors thereon. Act, proposing his candidature for the office of the 2. To declare dividend of ` 0.75 per equity share for the Director of the Company, be and is hereby appointed financial year ended March 31, 2018. as Director of the Company, not liable to retire by rotation.” 3. To appoint a Director in place of Mr. Neel Raheja (DIN: NOTICE 00029010), who retires by rotation and, being eligible, 6. To consider and, if thought fit, to pass the following offers himself for re-appointment. resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of SPECIAL BUSINESS: Sections 196, 197, 203 and other applicable provisions, 4. To consider and, if thought fit, to pass the following if any, of the Companies Act, 2013 (“the Act”) read with resolution as an Ordinary Resolution: Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, “RESOLVED THAT Ms. Ameera Shah (DIN: 00208095), 2014 (including any statutory modification(s) or re- who was appointed by the Board of Directors as an enactment(s) thereof, for the time being in force), and Additional Director of the Company with effect from the Articles of Association of the Company and subject June 8, 2018 and who holds office up to the date of to the requisite approval of the Central Government this Annual General Meeting of the Company in terms and such other approvals as may be necessary, the of Section 161(1) of the Companies Act, 2013 (“the consent of the members of the Company be and is Act”) and Article 135 of the Articles of Association hereby accorded to the appointment of Mr. Rajiv Suri of the Company and being eligible for appointment, (DIN: 08124971) as the Managing Director of the and in respect of whom the Company has received a Company, who shall not be liable to retire by rotation, notice in writing from a member under Section 160(1) and designated as ‘Managing Director & Chief Executive of the Act, proposing her candidature for the office Officer’ for a period of 3 (three) years commencing from of the Director of the Company, be and is hereby June 8, 2018 on the terms and conditions, including appointed as Director of the Company. remuneration, as set out in the Explanatory Statement RESOLVED FURTHER THAT pursuant to the annexed to this Notice, with liberty to the Board of provisions of Sections 149, 152 and other applicable Directors (hereinafter referred to as “the Board” which provisions, if any, of the Act and the Companies term shall include the Nomination, Remuneration & (Appointment and Qualifications of Directors) Rules, Corporate Governance Committee) of the Company 2014, read with Schedule IV to the Act, (including to alter and vary the terms and conditions of the said any statutory modification(s) or re-enactment(s) appointment and / or remuneration as it may deem fit, thereof, for the time being in force), the appointment subject to applicable provisions of the Act. of Ms. Ameera Shah, who meets the criteria for RESOLVED FURTHER THAT in the event of absence independence as provided in Section 149(6) of the or inadequacy of profit in any financial year, during the Act and Regulation 16 of SEBI (Listing Obligations and tenure of Mr. Rajiv Suri as the Managing Director, the Disclosure Requirements) Regulations, 2015 and who Company shall make payment of the remuneration has submitted a declaration to that effect, and who is 01 payable to him, as decided by the Board, subject to the transferred to Investor Education and Protection Fund approval of the Central Government, if required, and (IEPF), constituted by the Central Government. The subject to such conditions and modifications as may Company has transferred unpaid/unclaimed dividend be prescribed or imposed by the Central Government upto the financial years 2009-10 to IEPF. while granting such approval, as applicable. In case the 4. The Company has been sending reminders to those remuneration is paid in excess of the limits permitted members having unpaid/unclaimed dividend before under the Act without the sanction of the Central transfer of such dividend to IEPF. Details of the Government, Mr. Rajiv Suri shall refund such amount unpaid/unclaimed dividend are also uploaded as and pending such refund shall hold such amount in per the requirements, on the Company’s website trust for the Company. www.shoppersstop.com. Members who have not RESOLVED FURTHER THAT for the purpose of giving encashed their dividend pertaining to the financial effect to this resolution, the Board or a Committee years beginning from 2010-11 till 2016-17 are advised thereof or any of the empowered officials, be and are to write to the Company or Karvy Computershare hereby authorized to do all such acts, deeds, matters Pvt. Ltd. (“Karvy”), the Registrar and Share Transfer and things as it may in its absolute discretion deem Agent of the Company, at Selenium Tower B, Plot necessary or desirable.” 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032, Tel: 040-67161500, Fax: 040-23420814, e-mail: [email protected] By Order of the Board of Directors immediately, claiming dividends declared by the For Shoppers Stop Limited Company. 5. Section 124 of the Act read with Investor Education and Mumbai Bharat Sanghavi Protection Fund Authority (Accounting, Audit, Transfer June 8, 2018 Company Secretary and Refund) Rules, 2016, as amended (‘IEPF Rules 2016’) amongst other things, provides for the manner NOTES: of transfer of the unpaid and unclaimed dividend to the IEPF and the manner of transfer of shares, in case any 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE dividend has not been encashed by the shareholders TWENTY FIRST ANNUAL GENERAL MEETING (“THE on such shares during the last seven consecutive years, MEETING”) IS ENTITLED TO APPOINT A PROXY to the designated demat account as prescribed by the TO ATTEND AND VOTE ON A POLL INSTEAD OF IEPF Authority. As per the requirement, the Company HIMSELF AND THE PROXY NEED NOT BE A MEMBER had sent information to all the shareholders who had OF THE COMPANY. THE INSTRUMENT APPOINTING not claimed/encashed dividends in the last seven years THE PROXY IN ORDER TO BE EFFECTIVE SHOULD intimating, amongst other things, the requirements of BE DULY STAMPED, COMPLETED AND SIGNED AND the IEPF Rules, 2016 with regard to transfer of shares MUST BE DEPOSITED AT THE REGISTERED OFFICE and that in the event those shareholders do not claim OF THE COMPANY NOT LESS THAN 48 HOURS any unclaimed/unpaid dividend for the past seven years, BEFORE THE COMMENCEMENT OF THE MEETING. the Company will be required to transfer the respective A PERSON CAN ACT AS A PROXY ON BEHALF OF shares to the IEPF demat account by the due date MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN prescribed under the IEPF Rules 2016 and as amended THE AGGREGATE NOT MORE THAN TEN PERCENT from time to time.