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MGT-7
[Pursuant to sub-Section(1) of section 92 of
Annual Return
the Companies Act, 2013 and sub-rule (1) of
rule 11of the Companies (Management and
Administration) Rules, 2014]
(e) Website
(iv) Type of the Company Category of the Company Sub-category of the Company
Page 1 of 17
(a) Details of stock exchanges where shares are listed
(vii) *Financial year From date 01/04/2019 (DD/MM/YYYY) To date 31/03/2020 (DD/MM/YYYY)
S.No Main Description of Main Activity group Business Description of Business Activity % of turnover
Activity Activity of the
group code Code company
G G2
S.No Name of the company CIN / FCRN Holding/ Subsidiary/Associate/ % of shares held
Joint Venture
Page 2 of 17
IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY
Number of classes 1
Number of classes 0
Page 3 of 17
(c) Unclassified share capital
Particulars Authorised Capital
Total amount of unclassified shares
i. Pubic Issues
0 0 0 0
v. ESOPs
0 0 0 0
ix. GDRs/ADRs
0 0 0 0
x. Others, specify
Preference shares
At the beginning of the year
0 0 0
Page 4 of 17
Increase during the year
0 0 0 0
i. Issues of shares
0 0 0 0
(ii) Details of stock split/consolidation during the year (for each class of shares) 0
Number of shares
Before split /
Consolidation Face value per share
Number of shares
After split /
Consolidation Face value per share
(iii) Details of shares/Debentures Transfers since closure date of last financial year (or in the case
of the first return at any time since the incorporation of the company) *
Nil
[Details being provided in a CD/Digital Media] Yes No Not Applicable
Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/Digital
Media may be shown.
Page 5 of 17
Date of registration of transfer (Date Month Year)
Transferor's Name
Transferee's Name
Transferor's Name
Transferee's Name
Page 6 of 17
(iv) *Indebtedness including debentures (Outstanding as at the end of financial year)
Particulars Number of units Nominal value per Total value
unit
Non-convertible debentures
Total
Details of debentures
Class of debentures Outstanding as at Increase during the Decrease during the Outstanding as at
the beginning of the year year the end of the year
year
Non-convertible debentures
Total
V. *Turnover and net worth of the company (as defined in the Companies Act, 2013)
Page 7 of 17
Number of shares Percentage Number of shares Percentage
(i) Indian 0
(ii) Non-resident Indian (NRI)
0 0
Insurance companies
Banks
Financial institutions
0
Venture capital
Body corporate
(not mentioned above)
Total
(i) Indian
0
(ii) Non-resident Indian (NRI)
447,947 0.51
Page 8 of 17
Government
Insurance companies
Banks
Financial institutions
0
Foreign institutional investors
6,125,803 6.96
Mutual funds
Venture capital
Body corporate
(not mentioned above)
Total
(c) *Details of Foreign institutional investors’ (FIIs) holding shares of the company 37
Name of the FII Address Date of Country of Number of shares % of shares held
Incorporation Incorporation held
Page 9 of 17
Name of the FII Address Date of Country of Number of shares % of shares held
Incorporation Incorporation held
Promoters
14 14
Members
13,015 17,009
(other than promoters)
Debenture holders
0 0
Page 10 of 17
(A) *Composition of Board of Directors
Category Number of directors at the Number of directors at the end Percentage of shares held by
beginning of the year of the year directors as at the end of year
A. Promoter
0 2 0 2 0 2.8
B. Non-Promoter
1 7 1 7 0 0.67
(i) Non-Independent
1 1 1 1 0 0.66
(ii) Independent
0 6 0 6 0 0.01
C. Nominee Directors
representing 0 0 0 0 0 0
(i) Banks & FIs
0 0 0 0 0 0
(ii) Investing institutions
0 0 0 0 0 0
(iii) Government
0 0 0 0 0 0
(iv) Small share holders
0 0 0 0 0 0
(v) Others
0 0 0 0 0 0
Total
1 9 1 9 0 3.47
Number of Directors and Key managerial personnel (who is not director) as on the financial year end date 13
(B) (i) *Details of directors and Key managerial personnel as on the closure of financial year
Page 11 of 17
Name DIN/PAN Designation Number of equity Date of cessation (after closure of
share(s) held financial year : If any)
(ii) Particulars of change in director(s) and Key managerial personnel during the year 5
Name DIN/PAN Designation at the Date of appointment/
Nature of change (Appointment/
beginning / during change in designation/
Change in designation/ Cessation)
the financial year cessation
B. BOARD MEETINGS
1 30/04/2019 10 9 90
Page 12 of 17
Total Number of directors Attendance
S. No. Date of meeting associated as on the date
of meeting
Number of directors
attended % of attendance
2 30/07/2019 10 10 100
3 23/10/2019 10 9 90
4 31/01/2020 10 8 80
C. COMMITTEE MEETINGS
7 Nomination, Re23/10/2019 4 3 75
8 Nomination, Re31/01/2020 4 3 75
Page 13 of 17
4 DEEPAK KES 4 4 100 5 5 100 Yes
9 ROBERT BRE 4 3 75 4 3 75 No
Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered
1
S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount
Number of CEO, CFO and Company secretary whose remuneration details to be entered 3
S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount
S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount
Page 14 of 17
S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount
* A. Whether the company has made compliances and disclosures in respect of applicable Yes No
provisions of the Companies Act, 2013 during the year
XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment
Yes No
(In case of 'No', submit the details separately through the method specified in instruction kit)
In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or
more, details of company secretary in whole time practice certifying the annual return in Form MGT-8.
Page 15 of 17
Certificate of practice number 7512
Declaration
I am Authorised by the Board of Directors of the company vide resolution no. .. 17 dated 27/07/2018
(DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder
in respect of the subject matter of this form and matters incidental thereto have been compiled with. I further declare that:
1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to
the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.
2. All the required attachments have been completely and legibly attached to this form.
Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for
punishment for fraud, punishment for false statement and punishment for false evidence respectively.
To be digitally signed by
Digitally signed by
Nagesh
Director Satyanarayan
Nagesh Satyanarayan
Basavanhalli
Date: 2020.10.10
Basavanhalli 14:50:16 +05'30'
Company Secretary
Company secretary in practice
Page 16 of 17
Attachments List of attachments
Remove attachment
This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and on
the basis of statement of correctness given by the company
Page 17 of 17
Form No. MGT-8
[Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management
and Administration) Rules, 2014]
I have examined the registers, records and books and papers of SHOPPERS STOP LIMITED (“the
Company”) incorporated on June 16, 1997 having CIN: L51900MH1997PLC108798 and Registered Office
at Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (West), Mumbai – 400064 as required to be
maintained under the Companies Act, 2013 (“the Act”) and the rules made thereunder; for the financial
year ended on March 31, 2020. In my opinion and to the best of my information and according to the
examinations carried out by me and explanations furnished to me by the Company, its officers and agents,
I certify that:
A. The Annual Return states the facts as at the close of the aforesaid financial year correctly and
adequately.
B. During the aforesaid financial year the Company has complied with provisions of the Act & Rules
made there under in respect of:
1. Its status under the Act i.e. Indian Non-Government Public Company Limited by shares;
2. Maintenance of registers/records & making entries therein within the time prescribed therefore;
3. Filing of forms and returns as stated in the Annual Return with the Registrar of Companies,
Maharashtra, Mumbai. However, the Company was not required to file any Forms and Returns
with Regional Director, Central Government, the Tribunal, Court or any other authorities;
4. Calling, convening, holding meetings of Board of Directors and its Committees and the meetings
of the members of the Company on due dates as stated in the Annual Return in respect of which
meetings, proper notices were given and the proceedings conducted therein including Circular
Resolution passed have been properly recorded in the Minute Book and the registers maintained
for the purpose and the same have been signed. Further the Company had not passed any
resolution by way of Postal Ballot;
5. The Company had closed its Register of Members and the Share Transfer Books on July 24, 2019
to July 30, 2019, both days inclusive;
6. The Company had not given any advances or loans to its directors and/or the persons falling
under the provisions of the Section 185 of the Act and the rules made thereunder;
7. The Company had entered into contracts or arrangements with the related parties which were in
the ordinary course of business and on Arm’s length basis as specified in the provisions of the
Section 188 of the Act and the rules made thereunder;
8. During the year under review, there were no issue or allotment of securities. Further, there were
no transfer of Equity Shares in physical form, transmission or buyback of securities in the
Company. There were no preference shares or debentures in the Company and there was no
alteration or reduction of share capital or conversion of shares/securities;
9. There were no transactions necessitating the Company to keep in abeyance the right to Dividend
pending registration of transfer of shares in compliance with the provisions of the Act. The
Company had not issued any Bonus or Rights shares;
10. The Company had declared dividend of Rs. 0.75 (Paisa Seventy Five only) per Equity Share of Rs.
5/- (Rupees Five only) in the Annual General Meeting held on July 30, 2019. Further, the
Company had transferred unpaid/unclaimed dividend and Equity Shares to the Investor
Education and Protection Fund for the financial year 2011-2012 in accordance with the provisions
of Section 125 of the Act and rules made thereunder;
11. The Audited Financial Statements of the Company for the year ended March 31, 2020 had been
signed as per the provisions of Section 134 of the Act and Report of the Board of Directors’ was
prepared as per sub - sections (3), (4) and (5) of the Section 134 of the Act thereof;
12. The Board of Directors is duly constituted. All the appointments and re-appointment of Director
during the year were in compliance with the provisions of the Act. Further, there were no
resignations of the Directors or Key managerial Personnel during the period under review and
remuneration paid to the Directors was as per the provisions of the Act;
13. The Company had appointed S R B C & Co LLP, Chartered Accountants, (Registration No:
324982E/E300003) as the Statutory Auditors of the Company in its Annual General Meeting held
on July 28, 2017 for a period of five years i.e. from the conclusion of the Twentieth Annual General
Meeting till the conclusion of the Twenty Fifth Annual General Meeting as per the provisions of
Section 139 of the Act and the rules made thereunder;
14. There were no instances that required the Company to take approvals from the Central
Government, Tribunal, Registrar of Companies, Court or such other authorities under the various
provisions of the Act;
15. The Company had not accepted deposits from the public hence the provisions of Section 73 of the
Act and the rules made thereunder do not apply;
16. During the year under review, the Company had borrowed money from banks and have filed
necessary E-form for modification of existing Charge(s) with the Registrar of Companies. Further,
Company had not borrowed any money from its directors, members, public financial institutions
and there was no requirement for creation or satisfaction of any charge;
17. During the year under review, the Company had made loans, investments and provided
guarantees and have complied with the provisions of Section 186 of the Act;
18. During the year under review, the Company had not altered its Memorandum of Association and
Articles of Association;
Madhusu
ff8585787283d3c20763e9aef789e67
70c31a14de, postalCode=400052,
st=MAHARASHTRA,
serialNumber=180f5a60d7b7785820
dan Dalal
7b0797cf73a575f22003fc587f6a5c47
af37123f7eb0e4, cn=Kaushal
Madhusudan Dalal
Date: 2020.10.02 20:09:05 +05'30'
Kaushal Dalal
Date: 02nd
October, 2020 Proprietor
Place: Mumbai Membership No.:- 7141
CoP No.:- 7512
UDIN: F007141B00084602
IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF
DIRECTORS
Bharat Sanghavi
Company Secretary
Membership No. A13157
Add:
Umang Tower, 5th Floor, Mindspace,
Off. Link Road, Malad (West), Mumbai – 400 064.
1 AMAZON.COM NV INVESTMENT HOLDINGS 2215 B RENAISSANCE DRIVE LAS Not available 4,395,925 5.00
LLC VEGAS NEVADA
2 GOVERNMENT PENSION FUND GLOBAL Bankplassen 2 P O Box 1179 Sentrum Not available 814,482 0.93
Oslo 0107
3 DSP INDIA FUND UNIT 2 4C 4TH FLOOR 19 BANK Not available 269,000 0.31
STREET CYBERCITY EBENE
4 EMERGING MARKETS CORE EQUITY 6300 Bee Cave Road Building One Not available 89,085 0.10
PORTFOLIO (THE PORTFO LIO) OF DFA Austin Texas 78746 USA
INVESTMENT DIMENSIONS GROUP INC.
(DFAI DG)
5 INDIA CONSUMPTION FUND C/O GLOBAL FUNDS TRUST Not available 87,074 0.10
COMPANY PO BOX 309 UGLAND
HOUSE GRAND CAYMAN
6 THE EMERGING MARKETS SMALL CAP 6300 Bee Cave Road Building One Not available 76,321 0.09
SERIES OF THE DFA I NVESTMENT TRUST Austin Texas 78746 USA
COMPANY
7 ISHARES INDIA SC MAURITIUS COMPANY IFS COURT TWENTYEIGHT CYBERCITY Not available 58,855 0.07
EBENE MAURITIUS
8 EMERGING MARKETS SMALL 400 HOWARD STREET SAN Not available 51,524 0.06
CAPITALIZATION EQUITY INDEX NON- FRANCISCO CA 94105
LENDABLE FUND
9 EMERGING MARKETS SMALL 400 HOWARD STREET SAN Not available 41,761 0.05
CAPITALIZATION EQUITY INDEX FUND FRANCISCO CA 94105
10 INDIA OPPORTUNITIES GROWTH FUND LTD 4TH FLOOR 19 BANK STREET Not available 31,340 0.04
- PINEWOOD STR ATEGY CYBERCITY EBENE
11 NORTHERN TRUST COLLECTIVE EMERGING 50 S LaSalle Street Chicago Illinois Not available 29,235 0.03
MARKETS SMALL C AP INDEX FUND- NON
LENDING
12 STATE STREET GLOBAL SMALL CAP EQUITY ONE LINCOLN STREET BOSTON MA Not available 20,635 0.02
EX-U.S. INDEX NON-LENDING SERIES FUND
13 SPDR S AND P EMERGING ASIA PACIFIC ETF STATE STREET FINANCIAL CENTER Not available 19,725 0.02
ONE LINCOLN STREET BOSTON MA
14 ELARA INDIA OPPORTUNITIES FUND 4th Floor 19 Bank Street Cybercity Not available 18,278 0.02
LIMITED Ebene
15 WORLD INVESTMENT OPPORTUNITIES 42 RUE DE LA VALLEE Not available 18,000 0.02
FUNDS LUXEMBOURGH
16 EMERGING MARKETS CORE EQUITY FUND 20 Triton Street Regents Place Not available 15,563 0.02
OF DIMENSIONAL F UNDS ICVC London NW1 3BF U K
17 STATE STREET MSCI EMERGING MARKETS ONE LINCOLN STREET BOSTON MA Not available 13,994 0.02
SMALL CAP INDEX SECURITIES LENDING
FUND
18 STATE STREET MSCI EMERGING MARKETS ONE LINCOLN STREET BOSTON MA Not available 8,010 0.01
SMALL CAP INDEX NON-LENDING
COMMON TRUST FUND
19 ISHARES MSCI EM SMALL CAP UCITS ETF JP MORGAN HOUSE IFSC DUBLIN 1 Not available 7,765 0.01
20 PUB EQUITIES EMERGING MARKETS 2 UETLIBERGSTRASSE 231 ZURICH Not available 7,320 0.01
21 PUBLIC EMPLOYEES RETIREMENT SYSTEM 277 EAST TOWN STREET COLUMBUS Not available 7,150 0.01
OF OHIO OH 43215 USA
22 EMERGING MARKETS SMALL 400 HOWARD STREET SAN Not available 6,755 0.01
CAPITALIZATION EQUITY INDEX NON- FRANCISCO CA 94105
LENDABLE FUND B
23 EMERGING MARKETS SOCIAL CORE EQUITY 6300 Bee Cave Road Building One Not available 5,605 0.01
PORTFOLIO OF D FA INVESTMENT Austin Texas 78746 USA
DIMENSIONS GROUP INC.
24 SPDR S AND P EMERGING MARKETS SMALL ONE LINCOLN STREET BOSTON MA Not available 5,077 0.01
CAP ETF
25 COLLEGE RETIREMENT EQUITIES FUND - 730 THIRD AVENUE NEW YORK NEW Not available 4,889 0.01
STOCK ACCOUNT YORK
26 T.A. WORLD EX U.S. CORE EQUITY 6300 Bee Cave Road Building One Not available 3,960 0.00
PORTFOLIO OF DFA IN VESTMENT Austin Texas 78746 USA
DIMENSIONS GROUP INC.
27 EMERGING MARKETS SUSTAINABILITY CITIBANK N.A. CUSTODY SERVICES Not available 3,499 0.00
CORE 1 PORTFOLIO FIFC- 11TH FLR, G BLOCK PLOT C-54
AND C-55, BKC BANDRA - EAST,
MUMBAI
28 BNP PARIBAS ARBITRAGE - ODI BNP PARIBAS HOUSE 1 NORTH Not available 2,957 0.00
AVENUE, MAKER MAXITY BANDRA
KURLA COMPLEX, BANDRA EAST
MUMBAI
29 SUNSUPER SUPERANNUATION FUND 30 LITTLE CRIBB STREET MILTON Not available 2,773 0.00
QLD
30 VIRGINIA RETIREMENT SYSTEM 1200 EAST MAIN STREET RICHMOND Not available 2,371 0.00
VIRGINIA
31 WORLD EX U.S. CORE EQUITY PORTFOLIO 6300 Bee Cave Road Building One Not available 2,038 0.00
OF DFA INVESTM ENT DIMENSIONS GROUP Austin Texas 78746 USA
INC.
32 ISHARES EMERGING MARKETS IMI EQUITY LEVEL 26 101 COLLINS STREET Not available 1,642 0.00
INDEX FUND MELBOURNE VIC
33 CITY OF LOS ANGELES FIRE AND POLICE 360 E Second Street Suite 600 Los Not available 1,263 0.00
PENSION PLAN Angeles CA
34 MERCER QIF FUND PLC- MERCER 70 SIR JOHN ROGERSON'S QUAY Not available 929 0.00
INVESTMENT FUND 1 DUBLIN 2
35 THE REGENTS OF THE UNIVERSITY OF 1111 BROADWAY SUITE 2100 Not available 475 0.00
CALIFORNIA - STAT E STREET GLOBAL OAKLAND CA
ADVISORS
36 NORTHERN TRUST COMMON ALL 50 South LaSalle Street Chicago Not available 368 0.00
COUNTRY WORLD EX-US INVE STABLE Illinois
MARKET INDEX FUND-NON LENDING
37 MORGAN STANLEY ASIA (SINGAPORE) PTE. CITIBANK N.A. CUSTODY SERVICES Not available 160 0.00
- ODI FIFC- 11TH FLR, G BLOCK PLOT C-54
AND C-55, BKC BANDRA - EAST,
MUMBAI
TOTAL: 6,125,803 6.96
Add: Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (West), Mumbai – 400 064.
List of Promoters / Promoter Group of Shoppers Stop Limited as on March 31, 2020
Bharat Sanghavi
Company Secretary