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Shoppers Stop Ltd.

BSE: 532638 Sector: Industrials
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OPEN 407.00
52-Week high 629.60
52-Week low 338.60
P/E 50.12
Mkt Cap.(Rs cr) 3,581
Buy Price 405.35
Buy Qty 9.00
Sell Price 408.25
Sell Qty 26.00
OPEN 407.00
CLOSE 409.65
52-Week high 629.60
52-Week low 338.60
P/E 50.12
Mkt Cap.(Rs cr) 3,581
Buy Price 405.35
Buy Qty 9.00
Sell Price 408.25
Sell Qty 26.00

Shoppers Stop Ltd. (SHOPERSTOP) - Director Report

Company director report

Fr the year ended 31 March 2019

Dear Members

Your Directors are pleased to present herewith 22nd Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe year ended 31 March 2019.

1. Financial Performance-An overview

(र in lacs)
Particulars Year ended 31 March 2019 Year ended 31 March 2018
Retail Turnover
Own merchandise-Gross of tax 364686.52 387316.73
Concessionaire/consignment merchandise-Gross of tax - 26259.14
Other Retail operating income 24106.39 5055.59
388792.91 418631.46
Less: Value Added Tax 40662.10 41985.29
Less: Cost of concessionaire/consignment merchandise - 17497.26
348130.81 359148.91
Other Income 1788.65 1602.03
Total Income 349919.46 360750.94
Profit before Depreciation & Tax 25875.51 19149.51
Less: Depreciation 13506.90 11192.54
Profit before Tax 12368.61 7956.97
Exceptional Items - 5040.96
Profit before tax 12368.61 2916.01
Less: Provision for Tax 4493.35 1755.63
Profit for the year (A) 7875.26 1160.38
Other comprehensive loss/(income) (B) 4778.02 (706.08)
Total comprehensive income/(loss) for the year (A)+(B) 3097.24 1866.46

2. Review of Operations

During the year under review your Company has opened 2 departmental stores i.e. oneeach at Noida and Nasik taking its chain of stores to 83 stores (including 5 airportstores) 12 HomeStop stores and 115 stores under various beauty formats under itsoperations.

Your Company reported growth in revenue from operations of 6% over the Previous Year(excluding impact of Ind AS 115 and GST). The EBITDA stood at र27120 lacs with agrowth of 19.1% over FY18.

The Net Profit after tax for the year is र7875 lacs. (Previous year र1160 lacs)

For your Company last year has been a pivotal as your Company embarked on positivegrowth and delivered results. Your Company reviewed every aspect of our business andworked aggressively towards strengthening our strategic pillars of First Citizen MembersPersonal Shoppers Exclusive Brands and Beauty.

Your Company has made key investments in a new leadership team and are aiming forsustainable and industry leading growth in the years ahead. The keystones of fashionbeauty personalisation and delightful shopping experience remains as our core. Ourcommitment to doing what is in the best interest of our customers associates andshareholders remains our focus.

Further analysis of operating performance is carried under Management Discussion andAnalysis which forms part of this Annual report.

3. Dividend

For the year under review the Directors have recommended a dividend of र 0.75 perequity share (15%) on the paid-up capital of the Company (previous year र0.75 each perequity share) aggregating र 795.60 lacs including dividend distribution tax. The paymentof the said dividend is subject to approval of the Members at the ensuing Annual GeneralMeeting (AGM') of the Company.

The Register of Members and the Share Transfer Books of the Company will remain closedfrom July 24 2019 to July 30 2019 (both days inclusive) for determining eligible membersfor dividend on equity shares and AGM. The AGM is scheduled to be held on July 30 2019.

In accordance with Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred as the रListing Regulations') theCompany has formulated रDividend Distribution Policy' which sets out the parameters andcircumstances that will be taken into account by the Board in determining the distributionof dividend to its members and/or retaining profits earned by the Company. The Policy isannexed as Annexure I and is also available on the Company's website at files/191b878-8de7.pdf.

4. Reserves

There is no amount proposed to be transferred to the General Reserves during the yearunder review.

5. Subsidiaries Associates and Joint Venture

As on 31 March 2019 your Company has five subsidiary companies details whereof are asunder:

Crossword Bookstores Ltd. (Crossword): Crossword; the wholly owned subsidiary with itswide portfolio of books movies music toys and stationery is the definitive place andspace for those who seek information knowledge or just the pleasure of reading. Crosswordhas chain strength of 83 stores across the country with a revenue of र9698 lacs(previous year र 10527 lacs). Crossword posted net loss of र 1445 lacs for the yearunder review against a net loss of र 503 lacs in the previous year mainly due to onetime provision in inventory and other one off items.

The other four wholly owned subsidiaries of the Company viz. Upasna Trading Ltd;Shopper's Stop Services (India) Ltd.; Shoppers' Stop.Com (India) Ltd; and GatewayMultichannel Retail (India) Ltd.; have no operations during the year under review.

The Company has no joint venture or associate company. Further no company has becomeor ceased to be subsidiary joint venture entity or associate company during the yearunder review.

In accordance with the provisions contained in Section 136(1) of the Companies Act2013 (hereinafter referred as the Act) the Annual Report of the Company containingtherein its Standalone and the Consolidated Financial Statements are available on theCompany's website

Further the Financial Statements of each of the aforesaid subsidiary companies areavailable on the Company's website and for inspection at the registered office of theCompany during business hours on working days of the Company upto the date of ensuingAGM. Any member who is interested in obtaining a copy of the Financial Statements maywrite to the Company Secretary at the Registered Office of the Company.

6. Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act and Regulation 34 of theListing Regulations the Consolidated Financial Statements forms part of this AnnualReport and shall also be laid before the ensuing AGM of the Company. The ConsolidatedFinancial Statements have been prepared in accordance with the Indian Accounting Standards(IND AS) under Section 133 of the Act.

Your Company reported growth in consolidated revenue from operations of 5.9% over thePrevious Year excluding impact of Ind AS 115 and GST. Consolidated profit after tax atर6497.06 lacs (previous year र21446.90 lacs) for the year under review.

A Report on the performance and financial position of all the 5 (five) wholly ownedsubsidiaries included in the Consolidated Financial Statement and their contribution tothe overall performance of the Company is provided in Form AOC-1 and forms part of thisAnnual Report.

7. Employee Stock Option Plan

The Nomination Remuneration & Corporate Governance Committee of the Companyinter-alia administers and monitors the Employee Stock Option Schemes. During the yearunder review the Company has allotted 29239 equity shares of र 5/- each on exercise ofvested Employee Stock Options by the employees of the Company.

Further during the year the Company has granted 60374 Employee Stock Options underESOP-2008 Scheme to certain leadership team members of the Company.

In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations2014 the details of the Stock Options granted under the ESOP Scheme are annexed herewithas Annexure II. Further certificate from S R B C & Co LLP Statutory Auditors of theCompany with respect to implementation of Employee Stock Option Scheme would be placedat the ensuing AGM for inspection by the Members and a copy will also be available forinspection at the Registered Office of the Company.

8. Human Resources

The Company has been aligning its Human Resources initiatives in line with theCompany's Vision and promise to customer to transform their lives through Fashion &delightful experience. For this the Personal Shoppers have been trained through bespokeand blended training programs by Fashion & Styling Experts & institutionsresulting into a delightful experience and elevation of service benchmarks.

Along with regular interventions at junior & mid management level highlycustomized programs for Unit Heads and Offsite for Senior Management levels and crossfunction are being conducted to strengthen Leadership and bring about better cohesion andcollective outcome. The Company strongly pursues employees to be safeguarded during timesof emergency being preventive and defensive to any such adverse situations. To supportthis a dedicated helpline was launched where employees can anonymously post any PoSHcomplaint & seek just action.

Annual training program for all the PoSH committee members permanent and contractualemployees brand associates has been conducted to update them with the all the rights andresponsibilities under PoSH. Annual Employee Engagement Survey is conducted forunderstanding the overall engagement levels in the organization finding out whatmotivates associates and how these factors vary across different populations in theorganization. The company has featured among the 100 Best companies to work in a studyconducted by Great Place to Work Institute and Economic Times for 2018. It is also namedamong the Top 10 Great Places to work in Retail in the same survey. As on date of theBalance Sheet the Company has 7416 CCAs. The Company has been recognized for itsinnovative Human Resource initiatives as below:

Technology in HR Awards 2018-For the initiative "SSL Radio 91"-By RetailersAssociation of India (RAI) at Manning Modern Retail 2018 and Best Induction TrainingProgram-Shoppers Stop (Retail)-By TISS LeapVault CLO Awards 2018.

9. Corporate Social Responsibility (CSR)

The Company remains committed as a good Corporate Citizen to integrate socialenvironmental and economic concerns in its values and operations to improve the welfareof society and stakeholders.

The Company works primarily through various implementing agencies towards supportingprojects in livelihood creation for people with disabilities (employment linked training)livelihood creation for young underprivileged women promote sustainable fashion throughreuse recycle and reduce. These projects and initiatives have been undertaken inaccordance with Company's CSR Policy formulated in terms of under Section 135 of the Act& Rules thereunder. The CSR Policy may be accessed on the Company's website at The annual report onCSR activities and details about the composition of CSR Committee is annexed as AnnexureIII.

10. Board of Directors & Key Managerial Personnel Non-Independent Directors

Mr. Chandru L. Raheja (DIN: 00027979) Non-Executive Promoter Chairman of the Companystepped down as a Director and Chairman of the Company effective June 8 2018 on accountof his age seniority and increasing personal engagements after having served as Chairmanfor more than two decades. Your directors would like to place on record their sinceregratitude for the enormous contribution made by Mr. Raheja as the Chairman of the Companysince its inception. The Company and the Board benefitted immensely from Mr. Raheja's vastexperience knowledge and insights.

The Board of Directors in appreciation of Mr. B. S. Nagesh's (DIN: 00027595) farsightedvision wisdom and guidance which have been invaluable to the Company's growth hadelevated him from the position of Vice Chairman to the Chairman of the Board of Directorsand of the Company effective June 8 2018.

Prior to his role as Non-Executive Vice Chairman of the Company effective August 182009 Mr. Nagesh was the Managing Director of the Company. During his then administrative& managerial position with a successful association of more than 12 years he hadplayed a key role in the phenomenal growth and success of the Company. Your directorswould like to place on record their sincere appreciation towards the contribution made byMr. B. S. Nagesh and welcome him as the Chairman of the Company.

Further in accordance with the Section 152 of the Act Mr. B.S. Nagesh Non-ExecutiveNon-Independent Director of the Company retires by rotation at the ensuing AGM and beingeligible offers himself for re-appointment. The Board of Directors recommends hisre-appointment and attention of the Members is invited to the relevant item in the Noticeconvening the 22nd AGM and the Annexure to the explanatory statement thereto.

Mr. Govind Shrikhande (DIN: 00029419) Managing Director of the Company resigned witheffect from June 30 2018 to pursue his other interest personal commitments andengagements. The Board of Directors place on record their deep appreciation for thecontributions made by Mr. Shrikhande during his association of more than 17 years with theCompany.

On the recommendation of the Nomination Remuneration & Corporate GovernanceCommittee Mr. Rajiv Suri (DIN: 08124971) Chief Executive Officer was appointed as theManaging Director and Chief Executive Officer of the Company for a period of 3 yearsw.e.f. June 8 2018 by the Board of Directors and Members of the Company at theirmeetings held on June 8 2018 and July 27 2018 respectively. He has been designated asthe Managing Director and Chief Executive Officer of the Company. Further the Ministry ofCorporate Affairs Government of India had accorded its approval for appointment of Mr.Suri as the Managing Director of the Company under Clause (e) Part I of Schedule V of theAct.

Independent Directors

Ms. Abanti Sankaranarayanan (DIN: 01788443) has tendered her resignation asIndependent Director of the Company with effect from June 8 2018 due to commitments ather work place. The Board places on record its appreciation for contribution made by herduring her tenure as Independent Director of the Company.

On the recommendation of the Nomination Remuneration & Corporate GovernanceCommittee Ms. Ameera Shah (DIN: 00208095) was appointed as Independent Director of theCompany for a term of 5 (five) years w.e.f. June 8 2018 by the Board of Directors andMembers of the Company at their meetings held on June 8 2018 and July 27 2018respectively.

The Board of Directors on July 27 2018 on the recommendation of the NominationRemuneration & Corporate Governance Committee appointed Mr. Robert Bready (DIN:06842835) as an Additional and Independent Director of the Company for a term of 5 (five)years w.e.f. July 27 2018 subject to approval of members at the AGM of the Company. Heshall hold office as Additional Director upto the date of the ensuing AGM and is eligiblefor appointment as a Director. The Company has received declaration from Mr. Robert Breadyconfirming that he meets with the criteria of Independence as prescribed under Section149(6) of the Act and the Listing Regulations. Further the Company has received a noticefrom a Member under Section 160 (1) of the Act signifying his intention to propose thecandidature of Mr. Robert Bready for the office of Director. The Board of Directorsrecommends his appointment and attention of the members is invited to the relevant item inthe Notice convening the 22nd AGM and the explanatory statement thereto.

Based on the performance evaluation carried out by the Nomination Remuneration &Corporate Governance Committee and the Board of Directors Mr. Nirvik Singh Mr. DeepakGhaisas Prof. Nitin Sanghavi and Mr. Manish Chokhani the Independent Directors areproposed to be re-appointed for second term as Independent Directors pursuant to theprovisions of the Act and Listing Regulations. The Board of Directors recommends theirre-appointment by way of special resolution and attention of the members is invited to therelevant items in the Notice convening the 22nd AGM and the explanatorystatement thereto.

The Company has received declarations from all Independent Directors confirming thatthey meet the criteria of independence as prescribed under the Act and the ListingRegulations.

Key Managerial Personnel

Mr. Karunakaran Mohanasundaram was appointed as Chief Financial Officer (CFO) of theCompany effective June 8 2018 one of the Key Managerial Personnel under Section 203 ofthe Act & Rules thereunder.

Mr. Vijay Jain stepped down from the position of Interim Chief Financial Officereffective from that date. There were no other changes in Key Managerial Personnel of theCompany.

11. Performance Evaluation

In compliance with the Act and the Listing Regulations the performance evaluation ofthe Board its specified Committees and individual directors were carried out during theyear under review. The details thereof are provided in Corporate Governance Report. TheDirectors expressed their satisfaction with the evaluation process and that was reflectedon the overall engagement of the Board and Committees with the Company.

12. Familiarisation Programme for Independent Directors

The Familiarisation Programme for Independent Directors which also extends to otherNon-Executive Directors aims to familiarise them with the Company nature of the retailindustry business model processes & policies etc. and also seeks to update them onthe roles responsibilities rights and duties under the Act and other statutes. Thedetails thereof are provided in Corporate Governance Report. The details of the programmehas been posted on the Company's website at web link https://corporate.

13. Remuneration Policy

The Board of Directors and Nomination Remuneration & Corporate GovernanceCommittee has framed a policy on Directors KMPs and other Senior Management Personnelappointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and other related matters in accordance withSection 178 of the Act and the Rules framed thereunder and Regulation 19 of the ListingRegulations. The Remuneration Policy of the Company is annexed as Annexure IV.

14. Disclosures under the Companies Act 2013 Annual Return:

The extract of Annual Return in MGT -9 as provided by Section 92 of the Act is annexedas Annexure V and is also available on the Company's website www.

Meetings of the Board of Directors: The Board of Directors met 5 (five) timesduring the year under review. The maximum interval between any two meetings did not exceed120 days as prescribed under the Act. The details about the board meetings and theattendance of the directors thereof are provided in Corporate Governance Report.

Change in Share Capital: During the year under review the Company allotted 29239equity shares of र5/- each on exercise of vested Employee Stock Options under the ESOPScheme. These equity shares ranks pari passu in all respect. Consequent to theabove allotment of equity shares the Issued Subscribed and Paid-up share capital standsincreased to र439949640 divided into 87989928 equity shares of र5/- each. As at31 March 2019 the Authorised Share Capital of the Company continue to beर1000000000 divided into 200000000 equity shares of र5/- each.

Audit and Risk Management Committee:

As on date the Committee comprises of five Non-Executive Directors i.e. Mr. DeepakGhaisas as the Chairman Mr. Ravi C. Raheja Prof. Nitin Sanghavi Ms. Ameera Shah andMr. Manish Chokhani as the members. During the year under review there were no instancesof non-acceptance of any recommend ation of the Au dit and Risk Management Committee ofthe Company by the Board of Directors. Ms. Ameera Shah the Independent Director wasinducted as a member of the Committee effective April 30 2019.

Related Party Transactions: Your Company has formulated a policy on Related PartyTransactions. It also includes a policy for determining material subsidiaries and onmateriality of related party transactions which is available on the Company's website andis accessible at the link: https://corporate. uploaded_files614043c-71cd.pdf. As on 31 March 2019 and as on date there is no material subsidiary ofthe Company.

During the year under review the Company had not entered into anycontract/arrangement/transaction with Related Parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.Accordingly particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Act along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report. However the Directors drawattention of the members to note no. 37 of the Standalone Financial Statement which setsout related party disclosures.

All contracts arrangements/transactions entered into during the year under review bythe Company with Related Parties were in ordinary course of business and on an arm'slength basis. These Related Party Transactions have been approved by the Audit Committeeand noted by the Board of Directors. There were no materially significant related partytransactions that may have potential conflict with the interests of the Company at largeor which warrants the approval of the shareholders.

The Audit Committee and the Board of Directors have granted its omnibus approval fortransactions which are repetitive in nature and the transactions which are not foreseenand has laid down the criteria of such approval before the commencement of the financialyear. A statement of related party transactions entered into with Related Parties throughomnibus approval was presented to the Audit Committee and Board of Directors on aquarterly basis.

Particulars of loans guarantees or investments:

The loans guarantees and investments covered under Section 186 of the Act forms partof the Notes to the Standalone Financial Statement provided in this Annual Report.

Other Disclosures:

The Board of Directors state that no disclosure and/or reporting and/or details isrequired in respect of the following items as there were no transactions on these itemsand/or instances/requirements/applicability during the year under review:

• Deposits covered under Sections 73 and 74 of the Act read with Companies(Acceptance of Deposits) Rules 2014.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except ESOPs referred to in this report.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Managing Director of the Company has not received any remuneration or commissionfrom any of the subsidiaries of the Company.

• No significant or material orders were passed by the Regulators or Courts orTribunals which would impact the going concern status and Company's operations in future.

• There was no revision in the financial statements.

• There was no change in the nature of the business.

• Maintenance of cost records in terms of Section 148 of the Act is not applicableto the Company.

15. Prevention of Sexual Harassment (PoSH)

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. The Company stands strong against any kind of sexual harassment.

In line with the statutory requirements every unit and the Registered Office has aPoSH Committee. In case of any instances employees are advised to approach to the PoSHCommittee and appropriate action in this regard is initiated post detailed review of thematter. The Company encourages employees to be safeguarded during times of emergencybeing preventive and defensive to any such adverse situations.

To support this a dedicated helpline is provided where employees could post any suchcomplaint & seek redressal of such grievances. Annual training programme for all thecommittee members of the PoSH has been conducted to update them with the best practices inthis area. The employees including housekeeping security contractual staff etc. haveundergone the PoSH training through e-learning & classroom sessions. The PoSH InternalComplaints Committee underwent a 2 days certificate programme on procedures anddocumentation of the PoSH cases. The Committee was certified by Invictus SurvivalSciences. There were 31 cases received during the year and all the cases have beenresolved in accordance with the PoSH regulations.

16. Risk Management

Your Company has established a robust risk management system to identify & assessthe keys risks and ensure smooth and efficient operations of the business. The Company hasreviewed the major risks which affects it from both the external and the internalenvironment perspective and appropriate actions have been initiated to mitigate partiallymitigate transfer or accept the risk (if need be) and monitor the risks on a regularbasis.

17. Internal Financial Control

The Company has laid down internal financial control's through a combination of entitylevel controls process level controls and IT general controls inter-alia to ensureorderly and efficient conduct of business including adherence to the Company's policiesand procedures accuracy and completeness of accounting records and timely preparation andreporting of reliable financial statements/information safeguarding of assets preventionand detection of frauds and errors.

The evaluation of these internal financial controls were done through the internalaudit process established within the Company and also through appointing professionalfirm to carry out such tests by way of systematic internal audit programme. Based on thereview of the reported evaluations the directors confirm that for the preparation offinancial statement for the year ended 31 March 2019 the applicable Accounting Standardshave been followed and the internal financial controls related to financial Statement aregenerally found to be adequate and were operating effectively and that no materialweaknesses were noticed.

18. Whistle-Blower/Vigil Mechanism

The Company has established a Vigil Mechanism and adopted a whistle-blower policy inline with the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act.The Company has engaged a third party for managing the "Ethics Hotline" whichcan be used by employees including brand staff vendors and third party vendor personnel.Under the Policy the Whistle-Blower can raise concerns relating to reportable matterssuch as unethical behaviour actual or suspected fraud or violation of the Company's codeof conduct or ethics policy or any other malpractice impropriety or wrongdoingsillegality of regulatory requirements. The mechanism adopted by the Company encourages toreport genuine concerns or grievances and provides for adequate safeguards against victimisationof Whistle-Blower who avail of such mechanism. It is affirmed that no such personnel hasbeen denied access to the Audit Committee. The Policy is posted on the intra-net of theCompany and brief details thereof is posted on the Company's website.

19. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to norms as stipulated under the Listing Regulations. The report on CorporateGovernance prepared pursuant to the provisions of Listing Regulations forms part of theReport. The requisite certificate from S R B C & Co LLP the Statutory Auditors of theCompany regarding the compliance with the conditions of Corporate Governance asstipulated in Regulation 34 of Listing Regulations is annexed to the Report.

20. Management's Discussion and Analysis

Management's Discussion and Analysis on the business performance review as stipulatedin terms of Regulation 34 read with Schedule V of the Listing Regulations is available inseparate section forming part of the Report.

21. Business Responsibility Report

Regulation 34 of the Listing Regulations mandate the inclusion of the BusinessResponsibility Report as a part of the Annual Report for the top 500 listed companiesbased on market capitalisation. In compliance with the provisions of said ListingRegulations Business Responsibility Report disclosures have been integrated into theReport.

22. Auditors

Statutory Auditors: S R B C & Co LLP (Registration No. 324982E/E300003)Chartered Accountants were appointed as Statutory Auditors of the Company by the Membersat the 20th Annual General Meeting (AGM) held on July 28 2017 to hold officefrom the conclusion of the 20th AGM until the conclusion of the 25thAGM of the Company in accordance with provisions of the Act and will continue to beStatutory Auditors of the Company till their term expires. The Company has receivedconfirmation from Statutory Auditors that their continued appointment shall be inaccordance with the criteria as provided under Section 141 of the Act. The Auditors'Report to the members for the year under review was issued with unmodified opinion anddoes not contain any qualification reservation adverse remark or disclaimer.

Secretarial Auditors: Pursuant to the provisions of Section 204 of the Act readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Kaushal Dalal & Associates Practicing Company Secretaries(Membership No.: F7141 and C. P. No. 7512) to undertake the Secretarial Audit of theCompany for the year under review. The Secretarial Audit Report issued by them is annexedas Annexure VI. The said report does not contain any qualification reservation adverseremark or disclaimer.

The Auditors has not reported any matter to the Company required to be disclosed underSection 143(12) of the Act.

23. Energy Conservation Technology Absorption and Foreign Exchange

The information on conservation of energy technology absorption as stipulated isannexed herewith as Annexure VII. The foreign exchange earnings was र 9625.43lacs (Previous Year र 7978.85 lacs) and outgo was र 1969.38 lacs (Previous Yearर1528.42 lacs).

24. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') all unpaid orunclaimed dividends are required to be transferred by the Company to the IEPF establishedby the Government of India after the completion of seven years.

Further according to the said Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority.

Accordingly during the year under review the Company has transferred unpaid &unclaimed dividend declared for the Financial Year 2010-11 to IEPF. Further 860 Equityshares of 17 Shareholders were transferred/ credited to the demat account of IEPFAuthority whose dividend has not been encashed since last seven consecutive years.

The details thereof is uploaded under "Investor Section" on the Website ofthe Company viz. www.shoppersstop. com. Any person whose shares and/or unclaimed dividendhas been transferred to the IEPF may claim such shares and/or apply for refund in respectof such unclaimed dividend as the case may be under the provisions of the Act and therules made thereunder.

25. Demat Suspense Account for Unclaimed Shares

There are 2 shareholders holding 100 equity shares of र 5/- each (post sub-division)allotted in Initial Public Offering of 2005 lying in the escrow account due tonon-availability of their correct particulars. Despite various reminders to them by KarvyFintech Private Limited Registrar and Share Transfer Agent of the Company no responsehas been received. As a result the said unclaimed shares continue to be credited toरShoppers Stop Limited-Unclaimed Shares Demat Suspense Account. Such shareholders mayapproach the Company with their correct particulars and proof of their identity forcrediting requisite shares from Demat Suspense Account to their individual Demat Account.During the year under review no such shareholders have approached the Company andconsequently no equity shares were transferred from the Suspense account to any of theshareholders account. However 600 equity

shares of 11 shareholders have been transferred from this Suspense Account to IEPFAccount of Central Government. The voting rights on these shares continue to remain frozentill the rightful shareholder claims such shares.

26. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules forms part of this report.

Further the disclosures pertaining to remuneration and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to the members of theCompany and others entitled thereto. The said information is available for inspection atthe registered office of the Company during business hours on working days of the Companyupto the date of ensuing AGM. Any member interested in obtaining such information maywrite to the Company Secretary and the same will be furnished on request. The AnnualReport including the aforesaid information is also available on the Company's website.

27. Directors' Responsibility Statement

Pursuant to the requirements of Section 134 of the Act it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31 March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b) appropriate accounting policies have been selected and applied them consistently andjudgements and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on 31 March 2019 and of theprofit of the Company for the year under review;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the proper internal financial controls has been laid down and that the internalfinancial controls were adequate and were operating effectively; and

f) the systems to ensure compliance with the provisions of all applicable laws are inplace and were adequate and operating effectively.

28. Secretarial Standards

During the year under review the Company has complied with Secretarial Standards onmeetings of the Board of Directors and on General Meetings issued by the Institute ofCompany Secretaries of India in terms of Section 118 (10) of the Act.

29. Awards and Accolades

During the year under review your Company received many awards and felicitationsconferred by reputable orginisations some of them are:

• Best Department Store at the Retail Leadership Award 2019

• IMAGES Most Admired Retailer of the year Award 2018-Store Design & VisualMerchandise

• Great Place to Work 2018-Recognised among Top 10 Retail Companies in India

• Industry Excellence in Supply Chain-Retail Award for the 3rdConsecutive year at 12th ELSC Leadership Awards 2018

• Best Technology in HR at Manning Modern Retail Award 2018

• "Technology In HR" award by TISS LeapVault CLO Awards 2018

• DMA Asia ECHO Awards-2018 for Best Recommender System

• Omnichannel won awards at Digital Customer Experience Summit & Awards:

- Best Omni-Channel Customer Experience

- Best Digital Customer Experience Strategy

• First Citizen Loyalty programme won several accolades at the Loyalty Summit& Customer Fest Awards 2019:

- Best Loyalty Program of the year

- Best Promotion Campaign of the Year-Wardrobe Refresh

- Best Customer Experience in retail Sector Award

- Best use of Data & Analytics in predictive modelling

• Association of Business Communicators of India (ABCI) recognised Annual Report2016-17 with the Silver award at the 58th ABCI Awards 2019

30. Material Changes and commitments

There were no material changes and commitments have taken place that could have animpact on the financial position of the Company from the date of closure of financial yearand the date of this Report.

31. Acknowledgement

Your Directors would like to place on record its sincere appreciation for the supportand contribution made by its customers business partners suppliers and shareholders. TheBoard members takes this opportunity to thank all the Customer Care Associates for theirdedicated service firm commitment and consistent innovative initiatives which has enabledthe Company to achieve this level of financial & operating performance andrecognitions to further the goal and vision of the Company. The Directors would also liketo thank various government departments banks and financial institutions for theircontinuous support to the Company.

For and on behalf of the Board of Directors
B.S. Nagesh
Customer Care Associate & Chairman
Mumbai April 30 2019