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

guardian, and any such committee or guardian may, on a poll, vote by proxy. If any Member be a minor,
the vote in respect of his guardians, if more than one, to be elected in case of dispute by the Chairman of
the meeting.
No Member shall be entitled to vote at any general meeting unless all calls or other sums presently
payable by him in respect of shares in the Company have been paid.
Subject to the provisions of the Act and these Articles, no objection shall be raised to the qualification of
any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered,
and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in
due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.
Subject to the provisions of the Act and these Articles, the Chairman of any meeting shall be the sole
judge of the validity of every vote tendered at such meeting. Subject as aforesaid Chairman present at
the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.
Subject to the provisions of the Act and these Articles, votes may be given either personally or by an
attorney or by proxy or in the case of a body corporate also by a representative duly authorised under
Section 187 of the Act.
Subject to the provisions of the Act and other provisions of these Articles, any Person entitled to transmit
any shares may vote at any general meeting in respect thereof as if he was the registered holder of such
shares, provided that at least forty-eight hours before the time of holding of the meeting or adjourned
meeting, as the case may be at which he proposes to vote he shall satisfy the Directors of his right to
transmission of such shares unless the Directors shall have previously admitted his right to vote at such
meeting in respect thereof.
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.
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.
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.
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.
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.
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.
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
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