Shopper's Stop Limited - Securities and Exchange Board of India
Shopper's Stop Limited - Securities and Exchange Board of India
Shopper's Stop Limited - Securities and Exchange Board of India
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efusal <strong>of</strong> transfer/transmission <strong>of</strong> shares <strong>and</strong> reference to statutory <strong>and</strong> regulatory authorities <strong>and</strong> such<br />
other authorities as may be granted by the <strong>Board</strong> <strong>of</strong> Directors from time to time.<br />
Shareholding <strong>of</strong> Directors<br />
The Company’s Articles do not require our Directors to hold any Equity Shares as qualification shares in<br />
our Company. The following table details the shareholding <strong>of</strong> our Directors in their personal capacity <strong>and</strong><br />
either as sole or first holder, as at the date <strong>of</strong> this draft Red Herring Prospectus.<br />
Sr.<br />
No<br />
Name <strong>of</strong> the Directors Face<br />
Value<br />
No. <strong>of</strong> Equity<br />
Shares Pre-<br />
Issue<br />
77<br />
% <strong>of</strong> Pre-Issue Share Capital<br />
1 Mr. Ch<strong>and</strong>ru L. Raheja Rs.10/- 225,000 0.82%<br />
2 Mr. Ravi C. Raheja Rs.10/- 500,000 1.82%<br />
3 Mr. Neel. C. Raheja Rs.10/- 525,000 1.91%<br />
4 Mr. Ch<strong>and</strong>ru L. Raheja<br />
jointly with Mrs. Jyoti C.<br />
Raheja<br />
5 Mr. Ravi C. Raheja jointly<br />
with Mr. Ch<strong>and</strong>ru L. Raheja<br />
<strong>and</strong> Mrs. Jyoti C. Raheja<br />
6 Mr. Neel C. Raheja jointly<br />
with Mr. Ch<strong>and</strong>ru L. Raheja<br />
<strong>and</strong> Mrs. Jyoti C. Raheja<br />
7 Mr. B.S. Nagesh jointly with<br />
Mrs. Shailaja Nagesh<br />
Rs.10/- 123,750 0.45%<br />
Rs.10/- 50,000 0.18%<br />
Rs.10/- 50,000 0.18%<br />
Rs.10/- 225,000 0.82%<br />
Interest <strong>of</strong> the Directors<br />
All Directors <strong>of</strong> Shopper’s <strong>Stop</strong> may be deemed to be interested to the extent <strong>of</strong> fees, if any, payable to<br />
them for attending meetings <strong>of</strong> the <strong>Board</strong> or a Committee there<strong>of</strong> as well as to the extent <strong>of</strong> other<br />
remuneration, reimbursement <strong>of</strong> expenses payable to them under our Articles. The CCA, Managing<br />
Director <strong>and</strong> CEO is interested to the extent <strong>of</strong> remuneration paid to him for services rendered by him. All<br />
our Directors may also be deemed to be interested to extent <strong>of</strong> Equity Shares held, if any, already held by<br />
them or their relatives in Shopper’s <strong>Stop</strong>, or that may be subscribed for <strong>and</strong> allotted to them, out <strong>of</strong> the<br />
present Issue in terms <strong>of</strong> this draft Red Herring Prospectus <strong>and</strong> also to the extent <strong>of</strong> any dividend payable<br />
to them <strong>and</strong> other distributions in respect <strong>of</strong> the said Equity Shares.<br />
Our Directors may also be regarded as interested in the Equity Shares, if any, held by or that may be<br />
subscribed by <strong>and</strong> allotted to the companies, firms <strong>and</strong> trusts forming part <strong>of</strong> the Promoters, in which they<br />
are interested as directors, members, partners or trustees.<br />
All Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or<br />
to be entered into by us with any other company in which they hold Directorships or any partnership firm<br />
in which they are partners.<br />
Except as disclosed in this draft Red Herring Prospectus we have not entered into any contracts in the<br />
last two years from the date <strong>of</strong> this draft Red Herring Prospectus, in which our Directors are interested,<br />
directly or indirectly, <strong>and</strong> no payments have been made to them in respect <strong>of</strong> these contracts, or is<br />
proposed to be made to them other than as mentioned in “Financial Statements - Related Party<br />
Transactions.”, “Objects <strong>of</strong> the Issue” <strong>and</strong> “Management’s Discussion <strong>and</strong> Analysis <strong>of</strong> Financial<br />
Condtions <strong>and</strong> Results <strong>of</strong> Operations”<strong>and</strong> except for IL&FS Investsmart <strong>Limited</strong> who have been<br />
appointed as Co-Book Running Managers, Syndicate Members <strong>and</strong> Underwriters to this Issue. Mr. Neel<br />
C Raheja, who is our Director is also a director on the board <strong>of</strong> IL&FS Investsmart <strong>Limited</strong>.<br />
Term <strong>of</strong> Office<br />
In accordance with the provisions <strong>of</strong> the Companies Act <strong>and</strong> our Articles <strong>of</strong> Association all our Directors<br />
are required to retire by rotation except Mr. C. L. Raheja, Mr. Ravi Raheja <strong>and</strong> Mr. Neel Raheja. For<br />
details <strong>of</strong> the terms <strong>of</strong> appointment <strong>of</strong> the Directors, please refer to the section titled ‘Statutory <strong>and</strong> Other<br />
information” on page no 315 <strong>of</strong> this draft Red Herring Prospectus.