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

(l) Any one of two or more joint holders may vote at any meeting either personally or by
attorney or by proxy in respect of such share as if he were solely entitled thereto and if
more than one of such joint holders be present at any meeting personally or by
attorney or by proxy then that one of such Persons so present whose name stands first
or higher (as the case may be) on the Register in respect of such share shall alone be
entitled to vote in respect thereof but the other or others of the joint holders shall be
entitled to be present at the meeting; provided always that a joint holder present at any
meeting personally shall be entitled to vote in preference to a joint holder present by an
attorney or by proxy although the name of such joint holder present by an attorney or
proxy stands first or higher (as the case may be) in their register in respect of such
shares Several executors or Administrators of a deceased Member in whose
(deceased Member’s) sole name any share stands shall for the purpose of this subclause
be deemed joint holders.
Surrender of Shares
73. The Board may, subject to the provisions of the Act, accept a surrender of any share from or by
any Member desirous of surrendering on such terms as the Board may think fit.
The Board may, subject to the provisions of the Act, accept a surrender of any share from or by any
Member desirous of surrendering on such terms as the Board may think fit.
BORROWING POWERS
75. Subject to the provisions of Section 292 and 293 of the Act and of these Articles, the Board may
from time to time by a resolution passed at a Meeting of the Board, accept deposits from
Members, either in advance of calls or otherwise and may generally raise or borrow or secure
the payment of any sum or sums of money for the Company. The payment or repayment of
moneys so borrowed may be secured in such manner and upon such terms and conditions in all
respects as the Board may think fit and in particular by a resolution passed at the meeting of the
Board (and not by circular resolution) including by the issue of debentures or debenture stock
and other securities may be made assignable free from any equities between the Company and
the Person to whom the same may be issued charged upon all or any part of the undertakings
or property of the Company (both present and future) and its uncalled share capital for the time
being pursuant to a resolution.
Subject to the provisions of Section 292 and 293 of the Act and of these Articles, the Board may
from time to time by a resolution passed at a Meeting of the Board, accept deposits from
Members, either in advance of calls or otherwise and may generally raise or borrow or secure
the payment of any sum or sums of money for the Company. The payment or repayment of
moneys so borrowed may be secured in such manner and upon such terms and conditions in all
respects as the Board may think fit and in particular by a resolution passed at the meeting of the
Board (and not by circular resolution) including by the issue of debentures or debenture stock
and other securities may be made assignable free from any equities between the Company and
the Person to whom the same may be issued charged upon all or any part of the undertakings
or property of the Company (both present and future) and its uncalled share capital for the time
being pursuant to a resolution.
ALTERATION OF CAPITAL
81. The Company may from time to time, by ordinary resolution:-
(a) increase its share capital by such amount as it thinks expedient by issuing new
shares;
(b) consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;
(c) convert all or any of its fully paid up shares into stock, and reconvert that stock into
fully paid up equity shares into any denomination;
(d) sub-divide its existing shares or any of them into shares of smaller amount than is
fixed by the memorandum, subject, nevertheless, to the provisions of clause (d) of
sub-section (1) of Section 94 of the Act;
(e) cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any Person and diminish the amount of its
shares capital by the amount of the shares so cancelled.
332