Symbol: SHOPERSTOP. Sub: Disclosure under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Transcription

1 SHOPPERS STOP SEC/039/ July 27, 2018 BSE Limited. Mumbai Samachar Marg, Fort, Mumbai Stock Code: National Stock Exchange of India Ltd. Exchange Plaza, Bandra-Kurla Complex. Sandra (East), Mumbai Symbol: SHOPERSTOP Dear Sirs, Sub: Disclosure under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to provisions of Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regu lations, 2015, (LODR), we hereby inform you that the members of the Company at its Annual General Meeting (AGM) held on Friday, July 27, 2018 at Boundary Hall, First Floor, MCA Recreation Centre, RG-2, G-Biock, Bandra-Kurla Complex, Sandra (East), Mumbai , transacted the business as stated in the Notice dated June 8, In th is connection, we hereby enclose the consolidated results of Remote E Voting & Electronic voting system ("lnsta Poll") at the Meeting in the format prescribed under Regu lation 44(3) pf LODR, together with Scrutinizer's Report. Details of the voting results are as follows: Date of the Annual General Meetin Total number of Shareholders on Cut Off Date for E-votin No. of Shareholders present in the meeting either in person or through proxy. In Person Proxy Total Promoters and Promoter Group* Public Total *There are total 14 Promoters and Promoter Group Entities of wh ich 5 Entities are holding shares in 2 different Demat Accounts. I No. of Shareholders attended the meeting through Video Conferencing Agenda-wise disclosure: 1. Adoption of : a. the audited standalone financial statements of the Company for the financial year ended March 31, 2018 and the Reports of the Board of Directors and Auditors thereon ; and b. the audited consolidated financial statements of the Company for the financial year ended March 31, 2018 and the Report of the Auditors thereon. Resolution required: (Ordinary/ Special) Whether promoter/ promoter group are Ordinary Resolution No interested in the agenda/resolution? Category Mode of No. of No. of Votes %of Votes No. of Votes - No. of %of Votes %of Votes voting Shares Held Polled (2) Polled on in favour (4) Votes- in favour against on (1) outstanding against on votes votes polled shares (5) polled (6)= (7)= (3)=[(2)/(1 )]*100 [(4)/(2)]*100 [( 5)/(2)]*1 00 Promoter & E-Voting 56,029,674 56,029, ,029, Promoter lnsta Poll Group Total 56,029, ,029, Public- E-Voting 21,060, , ,802, Institutional lnsta Poll Holders Total 10,802, ,802, Public-Non E-Voting 10,899,527 3,493, ,493, Institutions lnsta Poll 1,249, ,249, Total 4,742, ,742, Total 87,989,928 71,575, ,575, a.g,aa r;shol)~ l"~il ~lfw\" - Shoppers Stop Limited Registered & Service Office- Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (West), Mum bai , Maharashtra. T , F C IN : L51900MH1997PLC us at customerca re@shoppersstop.com, To ll Free No.:T (9 am to 9 pm).

2 SHOPPERS STOP 2. Declaration of dividend of Rs.0.75 per equity Share for the financial year ended March 31, 2018 Resolution required: (Ordinary/ Special) Ordin a_ry_ Resolution Whether promoter/ promoter group are No interested in the agenda/resolution? Category Mode of No. of No. of Votes %of Votes No. of No. of %of Votes %of Votes voting Shares Held Polled (2) Polled on Votes in Votes in favour against on (1) outstanding favour (4) against on votes votes polled shares (5) polled (6)= (7)= (3)=[(2)/(1 )]*100 [(4)/( 2)]*100 [(5)/{2)]*100 Promoter & E-Voting 56,029,674 56,029, ,029, Promoter Poll Group Total 56,029, ,029, Public E-Voting 21,060,727 10,802, ,802, Institutional Poll Holders Total 10,802, ,802, Public-Non E-Voting 10,899,527 6,161, ,161, Institutions Poll 1,249, ,249, Total 7,410, ,410, Total 87,989,928 74,243, ,243, Re-appointment of Mr. Neel C. Raheja, a director retiring by rotation. Resolution required: (Ordinary/ Special) Ordinary Resolution Whether promoter/ promoter group are No interested in the agenda/resolution? Category Mode of No. of No. of Votes %of Votes No. of Votes No. of %of Votes %of Votes voting Shares Held Polled (2) Polled on in favour (4) Votes in favour against on (1) outstanding against on votes votes polled s hares (5) polled (6)= (7)= (3)=[(2)/(1 )]*100 [(4)/(2)]*100 [(5)/(2)]*100 Promoter & E-Voting 56,029,674 56,029, ,029, Promoter Poll Group Total 56,029, ,029, Public E-Voting 21,060,727 10,604, ,597,550 6, Institutional Poll Holders Total 10,604, ,597,550 6, Public-Non E-Voting 10,899,527 6,161, ,161, Institutions Poll 1,249, ,249, Total 7,410, ,410, Total 879,89,928 74,044, ,038,105 6, Appointment of Ms. Ameera Shah, as an Independent Director of the Company. Resolution required: (Ordinary/ Special) Ordinary Resolution Whether promoter/ promoter group are No interested in the agenda/resolution? Category Mode of No. of No. of Votes %of Votes No. of Votes No. of %of Votes %of Votes voting Shares Polled (2) Polled on in favour (4) Votes in favour against on Held (1) outstanding against on votes votes polled shares (5) polled (6)= (7)= (3)=[(2)/(1)]*100 [(4)/(2)]*100 [(5)/(2)]*100 Promoter & E-Voting 56,029,674 56,029, ,029, Promoter Poll Group Total 56,029, ,029, Public- E-Voting 10,604, ,604, Institutional Poll 21,060, Holders Total 10,604, ,604, Public-Non E-Voting 6,161, ,161, Institutions Poll 10,899,527 1,249, ,249, Total 7,410, ,410, Total 87,989,928 74,044, ,044, ( ~~ - "() 5 } ~!1d~ Shoppers Stop limited Registered & Service Office- Umang Tower, 5th Floor, Mindspace, Off. Link Ro ad, Malad (We st). Mumbai , Maharashtra. T , F CIN : L51900MH1997P LC E- mail us at custo m ercare@shoppersstop.com, Toll Free No.:T (9 am to 9 pm).

3 SHOPPERS STOP 5. Appointment of Mr. Rajiv Suri, as a Director of the Company. Resolution required: (Ordinary/ Special) Ordinary_ Resolution Whether promoter/ promoter group are No interested in the agenda/resolution? Category Mode of No. of No. of Votes %of Votes No. of Votes - No. of %of Votes %of Votes voting Shares Polled (2) Polled on in favour (4) Votes- in favour against on Held (1) outstanding against on votes votes polled shares (5) polled (6)= (7)= (3)=[(2)/(1 )]*100 [(4)/(2)]*100 [(5)/(2)]*100 Promoter & E-Voting 56,029,674 56,029, ,029, Promoter Poll Group Total 56,029, ,029, Public - E-Voting 10,802, ,802, Institutional Poll 21,060, Holders Total 10,802, ,802, Public-Non E-Voting 6,161, ,161, Institutions Poll 10,899,527 1,249, ,249, Total 7,410, ,410, Total 87,989,928 74,243, ,243, Appointment of Mr. Rajiv Suri, as the Managing Director of the Company. Resolution required: (Ordinary/ Special) Special Resolution Whether promoter/ promoter group are No interested in the agenda/resolution? Category Mode of No. of No. of Votes %of Votes No. of Votes - No. of %of Votes %of Votes voting Shares Polled (2) Polled on in favour (4) Votes- in favour against on Held (1) outstanding against on votes votes polled shares (5) polled (6)= (7)= (3)=[(2)/(1 )]*100 [(4)/(2)]*100 [(5)/(2)]*1 00 Promoter & E-Voting 56,029,674 56,029, ,029, Promoter Poll Group Total 56,029, ,029, Public- E-Voting 10,802, ,802, Institutional Poll 21,060, Holders Total 10,802, ,802, Public-Non E-Voting 6,161, ,161, Institutions Poll 10,899,527 1,249, ,249, Total 7,410, ,410, Total 87,989,928 74,243, ,243, We request you to kindly take the same on record. All resolutions as stated herein above are duly approved with requisite majority. Thanking you, hls faithfully, \ -~ Stop Um;ted Bhar t Sanghavi Company Secretary Encl: aa Shoppers Stop limited Registered & Service Office- Umang Tower, 5th Floor, Mindspace, Off. Li nk Road, Ma lad (West ), Mumbai , Ma haras htra. T , F CIN : L51900MH1997PLC E- mail us at customercare@shoppersst op.com, Toll Free No.:T (9 am to 9 pm).

4 Phone : , Balaji Darshan, Tilak Road, Santacruz 0N), Mumbai " * kaushaldalalcs@gmail.com CONSOLIDATED SCRUTINIZER'S REPORT (Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20(4) (xii) of Companies (Management and Administration) Rules, To, The Chairman, Shoppers Stop Limited Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (West), Mumbai Qear Sir, Sub: Consolidated Scrutinizer's Report on voting done through Remote E"Voting Process and Insta Poll at Annual General Meeting of Shoppers Stop Limited (the Company) held on Friday, July 27, I, Kaushal Dalal, Proprietor of Mfs. Kaushal Dalal & Associates, Practicing Company Secretaries, was appointed as a Scrutinizer by the Board of Directors of Shoppers Stop Limited ("the Company") pursuant to Sections 108 and 109 of the Companies Act, 2013 read with Rules made thereunder to scrutinize the Electronic Voting ("Remote e-voting") and the Poll Process ("Insta Poll") for the resolutions contained in the Notice convening the Annual General Meeting ("the Meeting") of the Members of the Company, submit my Consolidated report as under: 1. The Management of the Company is responsible for the compliance of Sections 108 & 109 of the Companies Act, 2013 read with Rules 20 & 21 of the Companies (Management and Administration) Rules, 2014 and my responsibility is only to the extent of making a Scrutinizer's Report for ascertaining the votes cast in favour or against for respective Resolution. 2. The Company had appointed Karvy Computershare Private Limited ("Karvy") for conducting the e-voting by the members of the Company at the Meeting. After the announcement of voting through the Insta poll, by the Chairman, Electronic Tablets were placed before the Members, in my presence to exercise their vote and members whose details were correct and reconciled with the records maintained by Karvy, and the authorizations and proxies lodged with the Company voted through Electronic tablets. Scrutinizer' s Report- Consolidated (Remote e-voting and lnsta Poll)- Shoppers Stop Limited- 21'' AGM Page 1 of 15

5 3. The Remote e-voting commenced on Monday, July 23, 2018 at 9.00 am and ende d on Thursday, July 26, 2018 at 5.00 pm. The Equity Shareholders holding shares as on July 20, 2018 "cut off date" were entitled to vote on the resolutions stated in the notice of the Meeting of the Company. 4. A per the information provided by the Company the names of the shareholders who had voted by remote e-voting through the facility provided by Karvy had been blocked and numerical One Time Password (OTP) was issued only to those members who were present at the Meeting and who had not voted through remote e-voting. The OTP was issued on registration of the attendance after verifying shareholder's folio, DPID, specimen signature and number of shares held by the member, comparing with Registrar of Members/ Register of beneficial owners as on the cut off date. 5. The Remote e-voting Result was unblocked at Mumbai from the website of Karvy i.e. after the votes cast by Insta poll at the Meeting in the presence of Mr. Niket Shah and Ms. Shilpa Mishra who are not in the employment of the Company. 6. The Votes cast by Corporate/ Institutional Members who have ed the scanned certified true copy of the Board Resolution / Authority Letter etc. at ID: team@cskda.com or have uploaded on the website of Karvy i.e. have been considered valid. 7. The Members who have abstained from voting in the Remote e-voting has been treated as Invalid in order to combine the Results of Remote e-voting and Insta Poll. 8. A Compact Disc (CD) containing a list of equity shareholders who voted "FOR" or "AGAINST" and those whose votes were declared "INVALID" for each resolution is enclosed. 9. The Consolidated Result (Remote e-voting+ Insta Poll) is as under:- Scrutinizer's Report- Consolida ted (Remote e-vo ting and lnsta Poll) -Shoppers Stop Limited - 21 '' AGM Page 2 of 15

6 (a) Item No 1: Adoption of: (i) the audited standalone financial statements of the Company for the financial year ended March 31, 2018 and the reports of the Board of Directors and Auditors thereon; and (ii) the audited consolidated financial statements of the Company for the financial year ended March 31, 2018 and the report of the Auditors thereon. Particulars Number of No of Equity Shares Members who of the Nominal Value voted of Rs. 5/- each (Votes cast) Total Votes received by elech onic mode Less: Total Number of Invalid Votes Total Number of Valid Votes Total Votes received by Insta Poll Less: Total Number of Invalid Votes 0 0 Total Number of Valid Votes Total Votes received by electronic mode and Insta Poll Less: Total Number of Invalid Votes Total Number of Valid Votes (i) Voted in favour of the resolution: Number of Members Number of Votes cast 'Y(, of total number of Voted in favour of the by them valid votes cast resolution Scrutini zer's Report- Consolidated (Remote e-vohng and lnsta Poll)- Shoppers Stop Limited- 21' 1 AGM Page 3 of 15

7 & ASSOCIATES (ii) Voted against the resolution: r-n~~ber of Members I Numbe; of V~tes ~ast by 1 1 Yo of total number of valid I I Voted. against the them I votes cast I resolution i Ol () I (iii) Invalid Votes: Sr. Category No. of forms/ Total number of No. electronic votes Invalid votes (No of Equity Shares of the Nominal Value of Rs. 5/- each) I I. REMOTE E- VOTING 1. Authority Letter I Board 0 0 Resolution / Power of Attorney not sent. 2. Abstained from Voting TOTAL (I + II) II. INSTAPOLL: There were no invalid votes casted Scrutinizer's Report- Const1lidated (Remote c'-voting and lnsta Poll) - Shuppers Stop Limitl'd- 21 '' AG:\1 Page-! of 13

8 (b) Item No 2: Declaration of dividend of Rs per equity share for the financial year ended March 31, Particulars Number of No of Equity Shares of Members who the Nominal Value of voted Rs. 5/- each (Votes cast) Total Votes received by elech onic mode Less: Total Number of Invalid Votes Total Number of Valid Votes Total Votes received by Insta Poll Less: Total Number of Invalid Votes 0 0 Total Number of Valid Votes Total Votes received by electronic mode and Insta Poll Less: Total Number of Invalid Votes Total Number of Valid Votes (i) Voted in favour of the resolution: Number of Members Number of Votes cast by n;;, of total number of Voted in favour of the them valid votes cast resolution Scrutinizer's Report- Consolidated (Remote e-vo ting and lnsta Poll) - Shoppers Stop Limited- 21' 1 AGM Page 5 of 15

9 KAUSHAL & ASSOCIATES (ii) Voted against the resolution: Number of Membe~ Number of Votes cast % of total nu~ber of! Voted against the I by them valid votes cast resolution 1 I O! 0 0 lj (iii) Invalid Votes: Sr. Category No. of forms/ Total number of No. electronic votes Invalid votes (No of Equity Shares of the Nominal Value of Rs. 5/- each) I 1 I. REMOTE E- VOTING 1. Authority Letter I Board Resolution I Power of Attorney not sent. 2. Abstained from Voting. 0 0 TOTAL (I + II) II. INSTA POLL: There were no invalid votes casted Scrutinizer's Report- Ctmsolidated (Rt~mok <'-Vt1ting and Insta p,,i!)- Shoppers Stop Limited- 21 '' AG\1 Page n of 13

10 (c) Item No 3: Re-appointment of Mr. Neel C. Raheja, a director retiring by rotation. Particulars Number of No of Equity Shares of Members who the Nominal Value of voted Rs. 5/- each (Votes cast) Total Votes received by electronic mode Less: Total Number of Invalid Votes Total Number of Valid Votes Total Votes received by Insta Poll Less: Total Number of Invalid Votes 0 0 Total Number of Valid Votes Total Votes received by electronic mode and Insta Poll Less: Total Number of Invalid Votes Total Number of Valid Votes (i) Voted in favour of the resolution: Number of Members Number of Votes cast by u;u of total number of Voted in favour of the them valid votes cast resolution Scruhnizer's Report- Consolida ted (Remote e-vohng and lnsta Poll)- Shoppers Stop Limited- 21' 1 AGM Page 7 of 15

11 DALAL (ii) Vnted against the resolution: ---- Number of Members I Number of Votes cast I 1 Vt1 of total number of I Voted against the by them valid votes cast 1 resolution (iii) Invalid Votes: Sr. Category No. of forms/ Total number of No. electronic votes Invalid votes (No of Equity Shares of the Nominal Value of Rs. 5/- each) I. REMOTE E- VOTING 1. Authority Letter I Board Resolution / Power of Attorney not sent. 2. Abstained from Voting TOTAL (I + II) II. INSTA POLL: There were no invalid votes casted Scrutinizer's Report- Cmsnlidated (Remote e-voting and Insta Poll)- Shoppers Stc1p Limited- 21'' AC:\1 Page~ nf 13

12 (d) Item No 4: Appointment of Ms. Ameera Shah, as an Independent Director of the Company. Particulars Number of No of Equity Shares Members who of the Nominal voted Value of Rs. 5/- each (Votes cast) Total Votes received by electronic mode Less: Total Number of Invalid Votes Total Number of Valid Votes Total Votes received by Insta Poll Less: Total Number of Invalid Votes 0 0 Total Number of Valid Votes Total Votes received by electronic mode and Insta Poll Less: Total Number of Invalid Votes Total Number of Valid Votes (i) Voted in favour of the resolution: Number of Members Number of Votes cast 1 Yt, of total number of who Voted in favour of by them valid votes cast the resolution Scrutinizer's Report- Consolidated (Remote e-voting and lnsta Poll)- Shoppers Stop Limited- 21 '' AGM Page 9 of 15

13 (ii) Voted against the resolution: Number of Members who Number of Votes cast y;, of total number of Voted against the by them valid votes cast resolution C. Combined (A+ B) (iii) Invalid Votes: Sr. Category No. of forms/ Total number of No. electronic votes Invalid votes (No of Equity Shares of the Nominal Value of Rs. 5/- each) I. REMOTE E- VOTING 1. Authority Letter I Board Resolution / Power of Attorney not sent. 2. Abstained from Voting TOTAL (I + II) II. INSTA POLL: There were no invalid votes casted Scrutinizer's Report- Consolidated (Remote e-vo ting and lnsta Poll) - Shoppers Stop Limited- 21'' AGM Page 10 of 15

14 (e) Item No 5: Appointment of Mr. Rajiv Suri, as a Director of the Company Particulars Number of No of Equity Members who Shares of the voted Nominal Value of Rs. 5/- each (Votes cast) Total Votes received by electronic mode Less: Total Number of Invalid Votes Total Number of Valid Votes Total Votes received by Insta Poll Less: Total Number of Invalid Votes 0 0 Total Number of Valid Votes Total Votes received by electronic mode and Insta Poll Less: Total Number of Invalid Votes Total Number of Valid Votes (i) Voted in favour of the resolution: Number of Members Number of Votes cast n;;) of total number of who Voted in favour of by them valid votes cast the resolution Scrutinizer's Report- Consolidated (Remote e- Voting and [nsta Poll) -Shoppers Stop Limited - 21 '' AGM Page 11 of 15

15 (ii) Vo ted against the resolution: Number of Members who Number of Votes cast 'y;, of total number of Voted against the by them valid votes cast resolution (iii) Invalid Votes: Sr. Category No. of forms/ Total number of No. electronic votes Invalid votes (No of Equity Shares of the Nominal Value of Rs. 5/- each) I. REMOTE E- VOTING 1. Authority Letter I Board Resolution / Power of Attorney not sent. 2. Abstained from Voting. 0 0 TOTAL (I + II) II. INSTAPOLL: There were no invalid votes casted Scrutinizer's Report- Consolida ted (Remote e-vo ting and lnsta Po ll)- Shoppers Stop Limited- 21'' AGM Page 12 of 15

16 (f) Item No 6: Appointment of Mr. Rajiv Suri, as the Managing Director of the Company Particulars Number of No of Equity Members who Shares of the voted Nominal Value of Rs. 5/- each (Votes cast) Total Votes received by elech onic mode Less: Total Number of Invalid Votes Total Number of Valid Votes Total Votes received by Insta Poll Less: Total Number of Invalid Votes 0 0 Total Number of Valid Votes Total Votes received by electronic mode and Insta Poll Less: Total Number of Invalid Votes Total Number of Valid Votes (i) Voted in favour of the resolution: Number of Members Number of Votes cast 'Yt, of total number of who Voted in favour of by them valid votes cast the resolution Scrutinizer's Report- Consolidated (Remote e-voti.ng and lnsta Poll)- Shoppers Stop Limited- 21 '' AGM Page 13 of15

17 (ii) Vo ted against the resolution: Number of Members who Number of Votes cast ~, of total number of Voted against the by them valid votes cast resolution (iii) Invalid Votes: Sr. Category No. of forms/ Total number of No. electronic votes Invalid votes (No of Equity Shares of the Nominal Value of Rs. 5/- each) I. REMOTE E- VOTING 1. Authority Letter I Board Resolution / Power of Attorney not sent. 2. Abstained from Voting. 0 0 TOTAL (I + II) II. INSTAPOLL: There were no invalid votes casted 10. The aforesaid Consolidated Report is tabulated on the basis of Acceptance, Rejection and Invalid votes through Remote e-voting and Insta Poll. " ~.. ) ( 7'i12 ~ " ( Ul MB I ) ") l J ( ~ \..L'-... r.j r\..v ;..:r.,..., \ -!Y SEC' "' Scrutinizer's Report- Consolida ted (Remote e-vo ting and lnsta Poll) -Shoppers Stop Limited - 21 '' AG M Page 1-1 of 15

18 11. The Register and all other papers relating to Remote e-voting and Insta Poll will be send to the Chairman and the Company Secretary of the Company after the Chairman considers, approves and signs the minutes of the Am1ual General Meeting in compliance with Rule 20(4)(xv) of Companies (Management and Administration) Rules, For Kaushal Dalal & Associates Date: 27th July, 2018 Place: Mumbai CP No: 7512 Scrutinizer's Report- Consolidated (Remote e-voting and lnsta Poll)- Shoppers Stop Limited- 21 ' 1 AGM Page 15 of15