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

Crossword Bookstores Limited (Crossword)
Crossword was incorporated on November 3, 1999 as Profound Reader’s Choice Trading (India) Private
Limited under the Companies Act with its registered office at Construction House ‘A’, 24 th Road, Khar
(West), Mumbai - 400 052.
The name was changed to Crossword Bookstores Limited on February 22, 2001.
Crossword is engaged in the business of retailing of books, music and stationery.
The main objects of the company to be pursued on incorporation are:
1) to carry on the business of retailing, wholesaling, importing, exporting, franchising, indenting and
distributing of all types of Books, reading aids, music, CDs, music cassettes, books, video cassettes,
video CDs, DVDs, magazines, newspapers and other periodicals, CD ROMs, toys, board games,
educational aids, stuffed toys, electronic toys and games, video games, stationery, writing
instruments, greeting cards, and other similar products and to provide consultancy services on
management of such business and franchising
2) to operate cafes and retail and wholesale various kinds of teas, coffees, soft drinks and other
beverages, sandwiches, cookies, cakes and other eatables and to provide consultancy services on
management of such business and franchising.
Shopper’s Stop Limited and ICICI Limited (A/c. ICICI Structured Products Fund) and ICICI Trusteeship
Services Limited (ICICI Equity Fund) had jointly decided to acquire the business of retailing books,
magazines, periodicals, music, toys, games, greeting cards, CD ROMs, stationery and gift items through
stores operated either by India Book House directly or by franchisees appointed by them under the
trademark / trading name and style “Crossword” (called the ‘Crossword Division’) from India Book House
through Profound.
Profound entered into a Deed of Assignment of the business as a going concern by way of a slump sale
dated March 31, 2000 with India Book House Limited and acquired their Crossword Division for a total
consideration of Rs.137,500,000 (Rupees one hundred thirty seven million and five hundred thousand
only).
India Book House Limited also assigned the trademarks and copyrights pertaining to its Crossword
Division to Profound vide Deed of Assignments dated March 31, 2000 and July 5, 2000.
Profound issued 5,000,000 Equity Shares of Rs. 10/- each to be subscribed by (a) Shopper’s Stop and
(b) ICICI Limited (A/c. ICICI Structured Products Fund) and ICICI Trusteeship Services Limited (ICICI
Equity Fund) in the ratio of 51:49. We subscribed to 2,550,000 equity shares on March 29, 2000.
ICICI Limited (A/c. ICICI Structured Products Fund) and ICICI Trusteeship Services Limited (ICICI Equity
Fund) signed an investment agreement dated July 11, 2000 with Profound to which we are also a party
for subscribing to their portion of 2,450,000 equity shares of Rs. 10/- each of Profound. After this
transaction, Profound became our 51% subsidiary.
Crossword Bookstores Ltd made a further issue of 1,562,500 equity shares of Rs.10/- each on June 20,
2001 by way of a rights issue to its existing shareholders to fund its business plans. We and ICICI
Trusteeship Services Limited (ICICI Equity Fund) subscribed to the rights in the ratio of our shareholding.
The portion of the rights issue of ICICI Limited (Structured Products Fund) was subscribed to by ICICI
Trusteeship Services Limited (ICICI Equity Fund).
At this stage ICICI Limited (Structured Products Fund) and ICICI Trusteeship Services Limited (ICICI
Equity Fund) transferred their entire shareholding in Profound to ICICI Trusteeship Services Limited
(ICICI Emerging Sectors Fund). Accordingly the investment agreement dated July 11, 2000 read with
Supplemental Agreement dated June 20, 2001 stood novated in favour of ICICI Trusteeship Services
Limited (ICICI Emerging Sectors Fund) vide Deed of Novation dated April 26, 2003. The terms of the
Investment Agreement include:Profound changed its name to Crossword Bookstores Ltd and made a
further issue of 1,562,500 equity shares of Rs.10/- each on June 20, 2001 by way of a rights issue to its
existing shareholders to fund its business plans. We and ICICI Ltd subscribed to the rights in the ratio of
our shareholding.
Crossword is one of the first book stores in India to design large, spacious, well laid out stores with bright
interiors that encourage people to stay and browse. We believe this has made looking for books a more
pleasurable experience.
Crossword has 20 stores all over India in Mumbai, Chennai, Hyderabad, Ahmedabad, Pune, Vadodara,
Kolkata, and Bangalore with some of the stores located inside the premises of Shopper’s Stop or in other
malls or on stand-alone basis.
With further plans to expand its business by opening new stores, Crossword has made another rights
issue amounting to Rs. 30 million, which was subscribed by us and ICICI Trusteeship Services Ltd. A/c
ICICI Emerging Sector Fund in the ratio of our existing shareholding.
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