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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eminder letters dated 2 nd November 2001, 12 th December 2001, 1 st July 2002 <strong>and</strong> 1 st July<br />
2003 for the same. However, no action was taken by the Stock <strong>Exchange</strong> in the matter.<br />
The company has further received a letter dated 10 th July,2004 Ref No: DCS/DELISTED/<br />
508833/38 from the Stock <strong>Exchange</strong>, Mumbai stating that the company has failed to reply<br />
to the said Show Cause Notice bearing Ref No. DCS/DL/SM/50883/51 dated 11 th<br />
February, 2004 even though the company had already replied to the same on 16/3/2004<br />
as aforesaid.<br />
The company has received a letter dated 21 st July , 2004 no.CFD/DCR/RC/TO/13060/04<br />
from <strong>Securities</strong> <strong>Exchange</strong> <strong>Board</strong> <strong>of</strong> <strong>India</strong> stating allegation against the company about<br />
violation <strong>of</strong> Regulation 6 <strong>and</strong> 8 <strong>of</strong> SEBI (Substantial Acquisition <strong>of</strong> Shares <strong>and</strong> Takeovers)<br />
Regulations, 1997.The letter further states that SEBI had introduced a Regularisation<br />
Scheme, 2002 for non-compliance <strong>of</strong> Regulation 6 <strong>and</strong> 8 <strong>of</strong> the said Regulations <strong>and</strong> the<br />
company had not availed <strong>of</strong> the scheme <strong>and</strong> therefore the company is liable to pay<br />
penalty under Section 15A <strong>of</strong> the SEBI Act, 1992 <strong>and</strong> prosecution under section 24 <strong>of</strong> the<br />
said Act. The letter further states that pursuant to the provisions <strong>of</strong> Section 15T(2) (b) <strong>of</strong><br />
the SEBI Act, SEBI has now <strong>of</strong>fered to pass a consent order upon payment <strong>of</strong> Rs.<br />
1,75,000/- as penalty by the company for aforesaid alleged violations.<br />
The company has replied to the said letter <strong>of</strong> SEBI vide its letter dated 6 th August, 2004<br />
interalia stating that the application for delisting was made way back in 1998 <strong>and</strong> it is only<br />
in the year 2004 that the shares have been delisted on BSE vide its letter dated 10.7.2004<br />
after regular follow up. In the said letter the company has also contended that the penalty<br />
<strong>of</strong> Rs 175000/- appears to be on the higher side. Nevertheless, the company has paid the<br />
said sum <strong>of</strong> Rs 175000/- vide cheque no. 890817 dated 6.8.2004 drawn on IOB, B<strong>and</strong>ra<br />
<strong>and</strong> has agreed to the passing <strong>of</strong> consent order by the learned Adjudicating Officer <strong>of</strong><br />
SEBI vide its letter dated 6.8.2004 addressed to SEBI. The company has been delisted<br />
by BSE as per the Press Release dated 2 nd August, 2004 <strong>of</strong> BSE.<br />
Subsequently on August 17, 2004, the company has been intimated by SEBI over the<br />
telephone to await passing <strong>of</strong> the consent order <strong>and</strong> then make the payment.<br />
L) Arrears on cumulative preference shares by Promoters <strong>and</strong>/or companies /firms<br />
promoted by the Promoters<br />
There are none disclosed.<br />
M) Pending Litigations <strong>of</strong> companies/firms/ventures with which Promoters were<br />
associated in the past in case their names continue to be associated with the<br />
particular litigations<br />
There are none disclosed.<br />
N) Potential Litigation<br />
K. Raheja Development & Constructions Pvt. Ltd.<br />
Mr. Ravi C. Raheja has been appointed as a Director <strong>of</strong> K. Raheja Development &<br />
Constructions Pvt. Ltd., a promoter group company, at its Annual General Meeting held on<br />
30 th September, 2002 as proposed by the holding company <strong>of</strong> K. Raheja Development &<br />
Constructions Pvt. Ltd. ie. K Raheja Hotels & Estates Pvt Ltd. One <strong>of</strong> the Directors <strong>of</strong> the<br />
company, Mr. G.L. Raheja has vide his letter dated 7 th October,2002 <strong>and</strong> further letters<br />
therafter, alleged that no resolution (or valid resolution) for the appointment <strong>of</strong> Mr. Ravi C.<br />
Raheja as a Director has been passed by the company. The Promoters have disputed<br />
such contention as untenable <strong>and</strong> are however <strong>of</strong> the view that Mr. Ravi C. Raheja's<br />
appointment as a Director is in accordance with the resolution passed by the shareholders<br />
<strong>of</strong> K. Raheja Development & Constructions Pvt. Ltd <strong>and</strong> in compliance with the<br />
provisions <strong>of</strong> the Companies Act, 1956. Further the necessary form in respect <strong>of</strong> his<br />
appointment has been filed with the Registrar <strong>of</strong> Companies. K. Raheja Development &<br />
Constructions Pvt. Ltd. has replied to Mr G. L. Raheja to this effect from time to time.<br />
VI Litigation pending by <strong>and</strong> or Against Mumbai Undivided Entities<br />
As on the date <strong>of</strong> this draft Red Herring Prospectus, there are family disputes between<br />
some <strong>of</strong> our Promoters <strong>and</strong> the G. L. Raheja family as a result <strong>of</strong> which there could arise,<br />
from time to time, claims <strong>and</strong> counterclaims, between some <strong>of</strong> our Promoters <strong>and</strong> the G.<br />
L. Raheja family. Some <strong>of</strong> these claims <strong>and</strong> counterclaims may have an impact on our<br />
Promoters. Our Promoters believe that such claims <strong>and</strong> counterclaims may not have a<br />
material impact on our Company except for the dispute relating to the premises from<br />
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