Shopper's Stop Limited - Securities and Exchange Board of India

The provisions of the Listing Agreement to be entered into with Stock Exchanges, including with respect
to Corporate Governance will be applicable to us immediately upon listing of our Equity Shares on the
Stock Exchanges. We undertake to comply with such provisions, including with respect to the
appointment of Independent Directors on our Board and the constitution of an investor grievances
committee. We undertake to adopt the Corporate Governance Code in accordance with Clause 49 of
Listing Agreement to be entered with the Stock Exchanges prior to listing of our Equity Shares on the
Stock Exchanges.
Audit Committee-
An Audit Committee was approved and constituted by a meeting of the Board of Directors held on
December 1, 2001 and reconstituted on July 24, 2004. The terms of the Audit Committee comply with
requirements of Clause 49 of the Listing Agreement to be entered into with Stock Exchanges. The
Committee consists of only non-executive directors, with the majority being independent directors. The
Committee currently comprises of Mr. Ravi Raheja, Mr. Shahzaad Dalal and Mr. Deepak Ghaisas. Mr.
Shahzaad Dalal is the Chairman of the Committee.
The principal functions of the Committee are:
a) Overseeing of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible.
b) Recommending the appointment and removal of external auditors, fixation of audit fee and also
approval for payment for any other services.
c) Reviewing with management the annual financial statements before submission to the board,
focusing primarily on;
a. Reviewing with the management, external and internal auditors and the adequacy of
internal control systems.
b. Reviewing the adequacy of internal audit function, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
c. Discussion with internal auditors on any significant findings and follow up there on
d. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board.
d) Discussions with external auditors before the audit commences on the nature and scope of audit
as well as have post audit discussion to ascertain any area of concern.
e) Reviewing the Company’s financial and risk management policies.
f) To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors.
g) To monitor the utilization of the funds to be raised through this proposed issue of Equity Shares.
Remuneration Committee
The Remuneration Committee (also known as the Compensation Committee) was constituted on April
28, 2001 and includes independent non-executive directors.
The Committee currently comprises of Mr. Ravi Raheja, Mr. G.L. Mirchandani, Mr. Vittorio Radice and
Ms. Bala Deshpande. Mr. G. L. Mirchandani is the Chairman of the Committee.
The Committee performs the functions of the Remuneration Committee as recommended in the Listing
Agreements to be entered into with the Stock Exchanges. This Committee will determine our Company’s
policy on specific packages for directors/ managerial remuneration. This Committee will also determines
the grant of stock options to employee and other related policies aimed at attracting , motivating and
retaining personnel.
Investors Grievances & Share Transfer Committee
The Investors Grievances & Share Transfer Committee was constituted on March 29, 2004. The
Committee currently comprises of Mr. Ravi Raheja, Mr. Neel Raheja and Mr. B. S. Nagesh. Mr. Ravi
Raheja is the Chairman of the Committee.
This Committee looks into redressal of shareholder and investor complaints, issue of
duplicate/split/consolidated share certificates, allotment and listing of shares and review of cases for
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