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

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONS
The following contracts (not being contracts entered into in the ordinary course of business carried on by
us or entered into more than two years before the date of this draft Red Herring Prospectus) which are or
may be deemed material have been entered or to be entered into by us. These contracts, copies of
which have been attached to the copy of this draft Red Herring Prospectus have been delivered to the
Registrar of Companies, Maharashtra at Mumbai for registration and also the documents for inspection
referred to hereunder, may be inspected at our registered office located at “Eureka Towers”, 9 th Floor,
Plot No. 504, Mindspace, Link Road, ,Malad (West), Mumbai - 400 064. (India), from 10.00 a.m. to 4.00
p.m. on any working days from the date of this draft Red Herring Prospectus until the Bid/Issue Closing
Date.
Material Contracts
1. Memorandum of Understanding between Shopper’s Stop Limited and BRLMs, dated
August 14, 2004.
2. Letter dated August 14, 2004 from us appointing Enam Financial Consultants Pvt. Ltd, JM
Morgan Stanley Private Limited, Kotak Mahindra Capital Company Limited and their
acceptance thereto.
3. Inter-se allocation of responsibilities between the BRLMs and Co-BRM.
4. Letter from Shopper’s stop Limited dated April 13, 2004 appointing Karvy Computershare
Private Limited as Registrar to the Issue and letter dated August 5, 2004 from the
Registrar offering their services to act as Registrar to the issue.
5. Memorandum of Understanding between Shopper’s Stop Limited and-Karvy
6.
Computershare Private Limited, registrar dated August 6, 2004
Letter dated August 9, 2004 from us appointing Crawford Bayley as the Legal Advisors to
the Issue and their acceptance thereto.
7. Escrow Agreement executed between Shopper’s Stop Limited, BRLMs, Co-BRM,
Syndicate Members, Escrow Collection Banks_____dated____, 2004.
8. Underwriting Agreement executed between Shopper’s Stop Limited and the Members of
the Syndicate ____________dated ________, 2004.
9. Syndicate Agreement executed between Shopper's Stop Limited and the BRLMs, Co-
BRM and the Syndicate Members _________dated _______, 2004.
Documents for Inspection
1. Memorandum and Articles of Association of the Company.
2. Certificate of Incorporation dated June 16, 1997.
3. Certificate by Legal Counsel dated August 19, 2004 regarding disclosure of information
pertaining to our Promoters.
4. Copy of the special resolution adopted pursuant to section 81(1A) of the Companies Act
at an Extra Ordinary General Meeting of our members held on March 31, 2004 and an
Annual General Meeting of our members held on July 30, 2004.
5. Copy of the resolution dated December 8, 2003 passed by the IPO Committee approving
the appointment of BRLMs (Enam Financial Consultants Private Limited, Kotak Mahindra
Cpital Company Limited and JM Morgan Stanley Private Limited) and noted by the Board
of Directors of the Company on January 24, 2004.
6. Copy of the resolution dated July 24, 2004 passed by the Board of Directors of the
Company approving the appointment of ICICI Securities Limited as BRLM and IL&FS
Investsmart Limited as Co-BRM.
7. Copy of the resolution dated March 25, 2004 passed by the IPO Committee and noted by
the Board of Directors of the Company on March 29, 2004 for appointment of Registrars.
8. Copy of the resolution dated March 25, 2004 passed by the IPO Committee and noted by
the Board of Directors of the Company on March 29, 2004 for appointment of Crawford
Bayley as the Legal Advisors to the Issue.
9. Copy of the resolution dated August 17, 2004 approving the draft Red Herring Prospectus.
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