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

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GENERAL INFORMATION<br />

Shopper’s <strong>Stop</strong> <strong>Limited</strong><br />

Shopper’s <strong>Stop</strong> <strong>Limited</strong> was incorporated on June 16, 1997 as a private limited company <strong>and</strong> became a<br />

deemed public limited company pursuant to the provisions <strong>of</strong> the erstwhile Section 43A <strong>of</strong> the Act on<br />

December 8, 1997. Subsequent to discontinuation <strong>of</strong> the Section 43A <strong>of</strong> the Act, our Company was<br />

converted into a full fledged public company from a deemed public company.<br />

Registered Office:<br />

”Eureka Towers”, 9 th Floor,<br />

Plot No. 504,<br />

Mindspace, Link Road,<br />

Malad (West),<br />

Mumbai - 400 064. (<strong>India</strong>)<br />

Phone: +91-22- 2880 9898 – 2844 7337<br />

Fax: +91-22-2880 8877<br />

Corporate <strong>and</strong> Service Office:<br />

”Eureka Towers”, 9 th Floor,<br />

Plot No. 504,<br />

Mindspace, Link Road,<br />

Malad (West),<br />

Mumbai - 400 064. (<strong>India</strong>)<br />

Phone: +91-22- 2880 9898 – 2844 7337<br />

Fax: +91-22-2880 8877<br />

Website: www.shoppersstop.com<br />

Email: ipo@shoppersstop.co.in<br />

Authority for the Issue<br />

The Issue <strong>of</strong> Equity Shares has been authorized by special resolutions adopted pursuant to Section<br />

81(1A) <strong>of</strong> the Companies Act, at an Extra Ordinary General Meeting <strong>of</strong> our members held on March 31,<br />

2004 <strong>and</strong> an Annual General Meeting <strong>of</strong> our members held on July 30, 2004. The <strong>Board</strong> <strong>of</strong> Directors has<br />

pursuant to resolutions passed at meetings held on October 20, 2003, January 24, 2004 <strong>and</strong> March 29,<br />

2004 authorized a Committee, referred to as IPO Committee, to take decisions on behalf <strong>of</strong> the <strong>Board</strong> in<br />

relation to the Issue.<br />

Prohibition by SEBI<br />

The Company, its Directors, its Promoters, other companies promoted by the Promoters <strong>and</strong> companies<br />

with which the Company’s Directors are associated as directors have not been prohibited from accessing<br />

the capital markets under any order or direction passed by SEBI. None <strong>of</strong> the directors or persons in<br />

control <strong>of</strong> our Promoters has been prohibited from accessing the capital market under any order or<br />

direction passed by SEBI.<br />

Eligibility for the Issue<br />

As per clause 2.2.1 <strong>of</strong> SEBI Guidelines, an unlisted company may make an initial public <strong>of</strong>fering <strong>of</strong> equity<br />

shares, only if it meets the following conditions; with eligibility criteria calculated in accordance with<br />

unconsolidated financial statements under <strong>India</strong>n GAAP:<br />

a) The Company has net tangible assets <strong>of</strong> at least Rs.30 million in each <strong>of</strong> the preceding three<br />

full years (<strong>of</strong> 12 months each) <strong>of</strong> which not more than 50% are held in monetary assets.<br />

b) The Company has a track record <strong>of</strong> distributable pr<strong>of</strong>its as per Section 205 <strong>of</strong> Companies Act,<br />

for at least three out <strong>of</strong> immediately preceding five years.<br />

For calculating distributable pr<strong>of</strong>its in terms <strong>of</strong> Section 205 <strong>of</strong> the Companies Act extra-ordinary<br />

items shall not be considered;<br />

c) The Company has a net worth <strong>of</strong> at least Rs.10 million in each <strong>of</strong> the preceding three full years<br />

<strong>of</strong> 12 months each;<br />

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