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Directors' Report
Shoppers Stop Ltd.
15. Disclosures Under the Companies Act, 2013
Extract of Annual Return: The details forming part of extract of the annual return in Form MGT-9 is annexed herewith as
Annexure IV.
Meetings of the Board of Directors: The Board of Directors met 4 (four) times in the year under review. The details about the
board meetings and the attendance of the directors are provided in Corporate Governance Report.
Change in Share Capital: During the year under review, the Company has allotted 94,141 equity shares of ` 5/- each on exercise
of vested options by certain employees under the ESOP Scheme.
Audit Committee: The Audit Committee comprises four Non-Executive Directors i.e. Mr. Deepak Ghaisas, as the Chairman, Mr. Ravi
C. Raheja, Prof. Nitin Sanghavi and Mr. Manish Chokhani as the members. The Board of Directors has accepted the recommendations
made by Audit Committee from time to time.
Related Party Transactions: All related party transactions that were entered into during the financial year were on arm’s length
basis and were in ordinary course of business of the Company. During the year, the Company had not entered into any contract/
arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions.
The Related Party Transactions Policy, including policy for determining material subsidiaries and on materiality of related party
transactions, as approved by the Board of Directors is uploaded on the Company’s website and is accessible at the web link: http://
corporate.shoppersstop.com/uploaded_files/70ad1c1-7375.pdf.
Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length
basis, the disclosure under form AOC-2 is not applicable. However, the Directors draw attention of the members to Notes to the
stand alone financial statement which sets out related party disclosures.
All the related party transactions are presented to the Audit Committee and the Board of Directors. Omnibus approval is obtained for
the transactions which are foreseen and repetitive in nature. A statement of all such related party transactions is presented before
the Audit Committee and Board on a quarterly basis, specifying the nature and value of these transactions.
Particulars of Loans, Guarantees or investments: The details of Loans, Guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements.
Other Disclosures: The Board of Directors state that no disclosure and / or reporting is required in respect of the following items
as there were no transactions on these items during the year under review:
• Details relating to deposits covered under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.
• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred
to in this report.
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Managing Director of the Company has not received any remuneration or commission from any of the Company’s subsidiaries.
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status
and Company’s operations in future.
The Company has adopted a policy for prevention of sexual harassment at work place and is fully committed to comply with
its various provisions. The policy inter-alia provides for protection against sexual harassment of women at workplace and for
prevention and redressal of such complaints. During the year under review, there were fourteen complaints received pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The same has been disposed of
completely.
16. Material Related Party Transactions
Pursuant to the provisions of the Securities and Exchange Board of India (“SEBI”) Circular No. CIR/CFD/POLICYCELL/2/2014 dated
April 17, 2014 read with Circular No. CIR/CFD/POLICY CELL/7/2014, dated September 15, 2014, under clause 49 of the Listing
Annual Report 2015-16 | 36