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

SECTION V: OFFERING INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued are subject to the provisions of the Companies Act, the
Memorandum and Articles of the Company, the terms of this draft Red Herring Prospectus, Bidcum-Application
Form, the Revision Form, the Confirmation of Allocation Note (“CAN”) and other
terms and conditions as may be incorporated in the allotment advices, and other
documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also
be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of
capital and listing and trading of securities issued from time to time by SEBI, Government of India,
Stock Exchanges, ROC and/or other authorities, as in force on the date of the Issue and to the
extent applicable.
Authority for the Issue
The Issue of Equity Shares has been authorized by a special resolution adopted pursuant to
Section 81(1A) of the Companies Act, at the Extra Ordinary General Meeting of our members held
on March 31, 2004 and at an Annual General Meeting held on July 30, 2004. The Board of
Directors has pursuant to resolutions dated October 20, 2003, January 24, 2004 and March 29,
2004 constituted a committee referred to as the IPO Committee to deal with matters relating to the
Issue.
Ranking of Equity Shares
The Equity Shares being offered shall be subject to the provisions of our Memorandum and Articles
and shall rank pari passu in all respects with the existing shares of the Company including rights in
respect of dividend. The Allottees will be entitled to dividend or any other corporate benefits, if any,
declared by the Company after the date of Allotment.
Face Value and Issue Price
The Equity Shares with a face value of Rs.10/- each are being offered in terms of this draft Red
Herring Prospectus at a total price of Rs. [·] per share. At any given point of time, there shall be only
one denomination for the Equity Shares of the Company, subject to applicable laws.
Compliance with SEBI Guidelines
We shall comply with all disclosure and accounting norms as specified by SEBI in the SEBI
Guidelines and through circulars/notifications/letters from time to time.
Rights of the Equity Shareholder
Subject to applicable laws, our equity shareholders shall have the following rights:
Right to receive dividend, if declared;
Right to attend general meetings and exercise voting powers, unless prohibited by law;
Right to vote on a poll either in person or by proxy;
Right to receive offers for rights shares and be allotted bonus shares, if announced;
Right to receive surplus on liquidation;
Right of free transferability; and
Such other rights, as may be available to a shareholder of a listed public company under
the Companies Act and Articles of Association of the Company.
For further details on the main provisions of our Company’s Articles of Association dealing with
voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting,
please refer to section titled “Main Provisions of Articles of Association of the Company” on page
no. 323 of this draft Red Herring Prospectus.
Market Lot
In terms of Section 68B of the Companies Act, the Equity Shares of our Company shall be allotted
only in dematerialised form. In terms of existing SEBI Guidelines, the trading in the Equity Shares of
the Company shall only be in dematerialised form for all investors.
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