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

106. The instrument appointing a proxy and the power of attorney or other authority, if any, under
which it is signed or a notorially certified copy of that power or authority, shall be deposited at
the Registered Office of the Company not less than 48 hours before the time for holding the
meeting or adjourned meeting at which the Person named in the instrument proposes to vote, or
in the case of a poll, not less than 48 hours before the time appointed for the taking of the poll;
and in default the instrument of proxy shall not be treated as valid.
107. An attorney shall not be entitled to vote unless the power of attorney or other instrument has
been registered in the records of the Company at any time not less than forty-eight hours before
the time for holding the meeting at which the attorney proposes to vote or is deposited at the
office of the Company not less than forty-eight hours before the time fixed for such meeting as
aforesaid. Notwithstanding that a power of attorney or other authority has been registered in the
records of the Company, the Company may by notice in writing addressed to the Member or the
attorney require him to produce the original power of attorney or authority and unless the same
is thereon deposited with the Company not less than forty eight hours before the time fixed for
the meeting or within 24 hours of the receipt of the notice by the Member or attorney (whichever
is later) the attorney shall not be entitled to vote at such meeting unless the Directors in their
absolute discretion excuse such non-production and deposit.
108. Every instrument of a proxy whether for a specified meeting or otherwise shall as nearly as
circumstances will admit be in any of forms set out in Schedule IX of the Act.
109. An instrument of proxy may appoint a proxy either for the purposes of a particular meeting
specified in the instrument and any adjournment thereof or it may appoint for the purposes of
every meeting of the Company, or of every adjournment of any such meeting.
110. If any such instrument of appointment be confined to the object of appointing an attorney or
proxy, it shall remain permanently, or for such time as the Directors may determine, in the
custody of the Company; and if embracing other objects, a copy thereof which has been
examined by the Company with the original shall be delivered to the Company to remain in its
custody.
111. A vote given in accordance with the terms of an instrument of proxy or by an attorney shall be
valid, notwithstanding the previous death of the principal or revocation of the proxy or power of
attorney as the case may be or of any power of attorney under which such proxy was signed, or
the transfer of the share in respect of which the vote is given, provided that no intimation in
writing of the death, revocation or transfer shall have been received at the Company’s office
before the meeting at which the proxy is used.
112. In the event of a corporation, whether a company within the meaning of the Act, or not which is
a Member of this Company authorising any of its officials or any other Person to act as its
representative at any meeting of this Company, the production of a copy of such resolution
certified by one Director or the Secretary of such corporation or company shall be accepted by
this Company as sufficient evidence of the validity of the said representative’s appointment and
his right to vote provided always that the corporation or company which he represents has a
right to vote.
Subject to the provisions of the Act, and subject to the terms of the issue, and subject to any rights or
restrictions for the time being attached to any class or classes of shares:-
(iii) on a show of hands, every Member (including a body corporate present by a representative duly
authorised in accordance with the provisions of Section 187 of the Act) present in person and entitled to
vote shall have one vote; and
(iv) on a poll, every Member (including a body corporate present by a representative duly authorised in
accordance with the provisions of Section 187 of the Act) entitled to vote and present in person or by
attorney or by proxy shall be entitled to vote in accordance with Section 87 of the Act.
In the case of joint holders, the vote of the First Holder who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, the First
Holder shall be determined by the order in which the names stand in the Register of Members.
A Member of unsound mind, or in respect of whom an order has been made by any Court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal
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