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

OTHER ENTITIES PROMOTED BY THE PROMOTERS
Our Promoters have certified that pursuant to a family arrangement dated December 9, 1996 (the
"Arrangement") executed between G.L. Raheja, Sandeep G. Raheja, Durga S. Raheja, Sabita R.
Narang (Nee Sabita G. Raheja) and Sonali N. Arora (Nee Sonali G. Raheja) representing the G.L.
Raheja family ( the ‘G.L. Raheja family’) and C.L. Raheja, Jyoti C. Raheja, Ravi C. Raheja and Neel C.
Raheja representing the C.L. Raheja family (the ‘C.L.Raheja family’), all the immovable properties,
businesses and assets, including shareholding and ownership of companies mentioned in the said
Arrangement, which were jointly owned and controlled by both the families prior to the said 9 th December,
1996 (hereinafter collectively the "Properties"), were distributed between these two families by their
mutual consent in accordance with what was agreed interalia between both the families in documents /
writings dated April 5, 1996 and November 16, 1996. (the "Writings")
While the Properties have been fully and completely distributed and vested in accordance with the
Arrangement including the completion of the formality of documentation, in some cases due to family
disputes and differences, certain further assurances and follow-up action was not completed and is
outstanding till the date of this draft Red Herring Prospectus. These matters are more specifically:
(a) In respect of a few of the immovable properties documentation and/or possession in favour of
the respective families was not completed/handed over;
(b) In respect of few of the Properties, some documents, papers, certificates and deeds in respect
of the said Properties were not exchanged between the respective families;
(c) While transferring shares of certain companies that formed part of the Properties, according to
the Promoters certain immovable properties and assets remained to be valued.
(d) Certain of the Properties distributed also carried with them the responsibility of making
repayment of certain third party loans and liabilities. While the Properties and the loans and
liabilities may have been distributed to one family group, the loans and liabilities may still be
secured by certain guarantees and other securities which were provided by the other family
group, which guarantees and securities had to be released as per the Arrangement. While
releases in respect of such guarantees and securities have been done in most cases, there may
be certain cases where the formalities of such release were not completed by the concerned
family.
Contentions in this regard may have been raised by the two families .
Further, as on the date of this draft Red Herring Prospectus, the remaining Properties and entities :
(a) entities which are jointly owned and controlled by both the families (the "Mumbai Undivided
Properties and Entities") are not distributed, although the C.L. Raheja family and G. L. Raheja
family had agreed to carry out the said distribution pursuant to the aforesaid documents / writings
dated April 5, 1996 and November 16, 1996 and the Arrangement; and
(b) companies and entities which are jointly owned and controlled by both the families together with the
family of their brother-in-law (sister's family) (the "Southern Undivided Companies and Entities")
are not distributed, although the C.L. Raheja family and G. L. Raheja family had agreed to carry out
the said distribution pursuant to the aforesaid documents / writings dated April 5, 1996 and
November 16, 1996 and the Arrangement, which has also been confirmed by the family of their
brother-in-law (sister’s family) in various affidavits filed in relation to pending litigations with respect
to the matter titled [ ], details of which are more particularly disclosed in the section titled ‘ title of
section -Outstanding Litigations’ on page 230 of this draft Red Herring Prospectus.
The same is pending due to family differences and disputes.
Consequent to the above the complete and full implementation of the aforesaid Writings was not
completed, hence there could arise from time to time claims and counterclaims, between the C.L. Raheja
family and the G.L. Raheja family with respect to such entities. We understand from our Promoters that
the existence, value and impact of the same cannot be presently ascertained.
There are however some existing allegations, claims and counterclaims which are pending between the
C.L. Raheja family and the G.L. Raheja family. For more detailed information please see section titled
‘Outstanding Litigations’ on page 230 of this draft Red Herring Prospectus .
As matters relating to the above are inter se between the Promoters and the G.L. Raheja group, our
Promoters believe that except for the dispute relating to the premises from which we operate our store in
Bangalore, this would not in any way materially impact the properties, business, assets and finances of
our Company.
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