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

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OUR SUBSIDIARIES<br />

We have the following subsidiaries:<br />

Crossword Bookstores<br />

Ltd 51%<br />

Upasna Trading <strong>Limited</strong> (UTL)<br />

Upasna Trading Ltd<br />

100%<br />

<strong>Shopper's</strong> <strong>Stop</strong><br />

<strong>Shopper's</strong> <strong>Stop</strong> . Com<br />

(<strong>India</strong>)Ltd 100%<br />

UTL was incorporated on December 8, 1995, as a private limited company under the Companies Act with<br />

the name Upasna Trading Private <strong>Limited</strong>. The registered <strong>of</strong>fice <strong>of</strong> the company is situated at<br />

Construction House ‘A’, 24 th Road, Khar (West) Mumbai - 400 052.<br />

UTL became a deemed public limited company with effect from March 23, 1999 pursuant to the<br />

provisions <strong>of</strong> erstwhile Section 43A <strong>of</strong> the Companies Act. Pursuant to an amendment in the year 2000,<br />

to the Companies Act, UTL was converted from a deemed public company to a full-fledged public<br />

company with effect from March 12, 2003 <strong>and</strong> a fresh Certificate <strong>of</strong> Incorporation was issued by the<br />

Registrar <strong>of</strong> Companies Maharashtra, at Mumbai.<br />

The main objects <strong>of</strong> UTL are to carry on business as traders, dealers, agents, <strong>of</strong> merch<strong>and</strong>ise, goods,<br />

articles, commodities, produce, substances <strong>and</strong> materials for the purpose <strong>of</strong> local trade <strong>and</strong> exports <strong>and</strong><br />

to specially deal in as exporters, importers, buyers, sellers <strong>and</strong> merchants <strong>of</strong> hardware, building material,<br />

metal ware, tools, fixtures, implements <strong>and</strong> any other industrial, non industrial, <strong>and</strong> consumer products<br />

<strong>and</strong> all other products in <strong>India</strong> <strong>and</strong> abroad.<br />

We initially acquired 790 equity shares <strong>of</strong> Rs 100 each in UTL from some <strong>of</strong> the existing shareholders<br />

<strong>and</strong> increased our stake in the company to 1265 Equity Shares (25.3% <strong>of</strong> the equity capital) on March 23,<br />

1999 at a purchase price <strong>of</strong> Rs 100 per share. We subsequently enhanced our holding in UTL to 100%<br />

by acquiring the balance 3725 equity shares from the K Raheja Corp Group (Ch<strong>and</strong>ru L Raheja Group) at<br />

par on February 29, 2000.<br />

A Deed <strong>of</strong> Assignment dated April 6, 2000 was executed between Shopper’s <strong>Stop</strong> <strong>Limited</strong> <strong>and</strong> UTL<br />

wherein certain trademarks like STOP (Label <strong>and</strong> Color Scheme), STOP (Device), STOP (Label) <strong>and</strong> I<br />

(In-house br<strong>and</strong>) were assigned in favor <strong>of</strong> Upasna Trading <strong>Limited</strong> for a consideration <strong>of</strong> Rs.500,000<br />

(Rupees five hundred thous<strong>and</strong> only).. UTL was one <strong>of</strong> our suppliers for garments <strong>and</strong> accessories <strong>and</strong><br />

discontinued its trading operations from January 2003.<br />

A Deed <strong>of</strong> Assignment dated March 29, 2004 was executed between UTL <strong>and</strong> Shopper’s <strong>Stop</strong> Ltd for<br />

assigning the trademarks STOP ( label with colour schemes), STOP (device), STOP (label), ! ( Label), !<br />

(in-house br<strong>and</strong>), STOP, LIFE, KARROT, KASHISH for a total consideration <strong>of</strong> Rs. 900,000 (Rupees nine<br />

hundred thous<strong>and</strong> only).<br />

UTL now h<strong>and</strong>les our distribution <strong>and</strong> logistic function since February 2000 <strong>and</strong> operates through four<br />

Distribution Centers located in Mumbai, Bangalore, New Delhi <strong>and</strong> Kolkatta.<br />

91<br />

<strong>Shopper's</strong> <strong>Stop</strong> Services<br />

(<strong>India</strong>)Ltd 100%

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