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

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31st March, 2002 Purchase of Merchandise 1,421 - - 1,421 Lease rent received 9 - - 9 Expenses paid 3 - - 3 Payment of conducting fees/lease rent - 29 - 29 Interest Income 2 - - 2 Interest paid 1 - - 1 Loan given 3 - - 3 Repayment of Loan - 1 - 1 Transfer of Loan 7 - - 7 Deposit given 5 - - 5 Deposits received 15 - - 15 Service Charges Paid 0 - - 0 Purchase of trade mark and fixed assest - 1 - 1 Sale of fixed assets and intangible assets 1 - - 1 Remuneration - - 4 4 137 31st March, 2001 Purchase of Merchandise 1,482 - - 1,482 Lease rent received 4 - - 4 Expenses paid 13 - - 13 Payment of conducting fees/lease rent - 21 - 21 Interest Income 7 - - 7 Loan given 24 - - 24 Sale of fixed assets and intangible assets 4 - - 4 Remuneration - - 4 4 31st March, 2000 Purchase of Merchandise 405 - - 405 Payment of conducting fees/lease rent - 16 - 16 Loan given 198 - - 198 Deposit given - 187 - 187 Remuneration - - 2 2 * Names of related parties and description of relationship: Subsidiaries Upasna Trading Limited, Shoppers Stop.com, Shoppers Stop Services Limited, Crossword Bookstores Limited. Associates Ivory Properties and Hotels Pvt.Ltd, K.Raheja Corp.Pvt.Ltd., Palm Shelter Estate Development Pvt.Ltd., K.Raheja Pvt.Ltd., Inorbit Mall Pvt. Ltd. Key Management Personnel B.S.Nagesh, C.L.Raheja, Ravi Raheja, Neel Raheja, Vittorio Radice, G L Mirchandani, Shahzaad Dalal, Bala Deshpande, Nitin Sangavi
SECTION IV: FINANCIAL INFORMATION MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (AS PER UNCONSOLIDATED INDIAN GAAP) You should read the following discussion of our financial condition and results of operations together with our audited financial statements (as restated) for the period ended March 31, 2002, 2003 and 2004, including the notes thereto and the reports thereon, which appear elsewhere in this draft Red Herring Prospectus. These financial statements are prepared in accordance with Indian GAAP, the Companies Act and the SEBI Guidelines and restated as described in the Auditor’s Report of Deloitte Haskins and Sells dated August 2, 2004 in the section with the title “Indian GAAP Financial Statements” at page no 157 of this draft Red Herring Prospectus. The following discussion is based on our audited financial statements (as restated) for FY 2002, 2003 and FY 2004, which have been prepared in accordance with Indian GAAP, the Companies Act, 1956 and the SEBI Guidelines and on information available from other sources. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year (FY) are to the twelve-month period ended March 31, of that year. Overview Business Overview We are one of India’s leading retailers and are a part of the K Raheja Corp Group (Chandru L Raheja Group) one of the leading groups in the country in the business of real estate development and hotels. We operate a chain of department stores in India and currently have 15 such stores across the country. We have been the pioneers in setting up a nation-wide chain of large format department stores in India with a professional management. We believe that the various initiatives taken by us have played a key role in enhancing the standards of retailing in the country. Our focus on bringing in the international best practices into our retail operations, and providing the customer with a unique shopping experience has helped us to become one of the industry leaders. We are a professionally managed, systems driven organization. We believe our strong focus on customers supported by systems and processes and a committed work force are the key factors that have contributed to our success and will help us scale up as we embark on strategic growth plan. We believe that delighting customers is the key to being a successful retailer, and hence have built our business model around our customer. Our focus is on Shoppers’ Stop as a retail brand and the emotional connect that it has been able to create with our customers. Every employee in the organization is called a Customer Care Associate (CCA), including the MD & CEO who is designated as ‘Customer Care Associate, Managing Director and CEO’ to reflect our belief in customer care and service. Our offering to our customers is a unique shopping experience, comprising of a vast range of lifestyle merchandise, various services and aspirational products made available to them in a world class shopping environment and complemented by superior customer service. Our Service Vision Statement is ‘It’s Magical, It’s Comfortable, It’s My Store’. We have been awarded the ‘Superbrand’ status for the years 2003-04 by Superbrands Council, an international organization that selects leading brands within a country based on certain selection criteria and classifies them as Superbrand. The selected brands are characterized by the high quality of their product or service, their distinctive stand and clarity of personality and values, and consistency of their brand principle.’ We are the only departmental store in India to receive Superbrands status. We benchmark ourselves with global retailers, and strive to enhance our service offering in line with the emerging trends globally. We retail a range of branded apparel, footwear, perfumes, cosmetics, jewellery, leather products, accessories, home products, electronics, books, music and toys in our stores. We also retail our own private label apparel, footwear, fashion jewellery, leather products, accessories and home products. This is complemented by cafe, food, entertainment, personal care and various beauty related services. Promotions and events are an integral part of our service offering to our customer, which helps us create a unique shopping experience. We retail products by some of the leading domestic and international brands such as Louis Philippe, Levi’s, Pepe, Arrow, Dockers, BIBA, Gini & Jony, Carbon, Corel, Magppie, Nike, Reebok, Lego, Mattel etc through our stores. We retail a range of merchandise under our own private labels called STOP, Kashish, LIFE and Vettorio Fratini. Our designer section show cases some of India’s leading fashion designers (Ashish Soni, Raghavendra Rathore, Ravi Bajaj, Rohit Bal), retailing affordable designer wear. 138
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draft Red Herring Prospectus Dated
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DEFINITIONS AND ABBREVIATIONS Term
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EPS Earnings per Share Equity Share
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Limited, K Raheja IT Park (Hyderaba
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SCRR Securities Contracts (Regulati
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SECTION I: RISK FACTORS CERTAIN CON
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RISK FACTORS Any investment in Equi
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we may require. Should we not execu
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unable to state with certainty abou
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in management, reduction in Promote
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We face competition for customers f
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27. Some of our Subsidiaries / Prom
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same in future. Currently none of t
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13. After this issue, the price of
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are mere irritants, others signific
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Our Success Factors We believe the
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Corporate Information Shopper’s S
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(Rupees in Millions except per shar
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GENERAL INFORMATION Shopper’s Sto
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2. ON THE BASIS OF SUCH EXAMINATION
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Filing A copy of the Red Herring Pr
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Co-Book Running Manager IL&FS INVES
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9 Running the Book, Deciding pricin
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Bankers to the Company UTI Bank Lim
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Enam Securities Pvt Limited 84B, Kh
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(a) At an Extra Ordinary General Me
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11. Our Promoters, Promoters Group,
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Top ten shareholders two years prio
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Particulars ESOP - I (01-02) At fac
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OBJECTS OF THE ISSUE The Objects of
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As at the date of this draft Red He
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All India - Distribution of househo
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Exposure to international trends
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The Indian apparel market The brand
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Growth in Organised Retail Share of
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Global Retail Business …changing
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The Indian Mall Scene in 2005 30 25
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Modern Retailing Formats Format Def
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Shopper’s Stop business has grown
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Experienced professional management
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4. Introducing new brands and devel
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DISTRIBUTION & LOGISTICS Our operat
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Gurgaon Mumbai (6) Jaipur Bangalore
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Visual Merchandising We use our Vis
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Our arrangements with our vendors W
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4. Reduce operational risks by perm
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Human Resources RAMCO HRMS 2001 Our
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Communication to Employees We also
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Milestones of Our Business Year Eve
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24, November, 2003 March 31, 2004 J
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Carlton Trading Private Limited K.
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Mr. Basavanhalli S Nagesh CCA, Mana
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D/o Mr. Veeragnanta Venkata Ramana
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The provisions of the Listing Agree
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Change in Board of Directors in the
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Changes in our Key Managerial Perso
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Mr. Ravi C. Raheja, 33, B.Com and M
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CASA MARIA PROPERTIES PRIVATE LIMIT
Page 117 and 118: Cape Trading Pvt. Ltd. 17.49 Anbee
Page 119 and 120: Raghukool Estate Development Pvt. L
Page 121 and 122: Financial Performance The financial
Page 123 and 124: Shareholding Pattern The shareholdi
Page 125 and 126: channels of business either directl
Page 127 and 128: Shareholding Pattern As on July 31,
Page 129 and 130: BEACH HAVEN PROPERTIES PRIVATE LIMI
Page 131 and 132: Shareholding Pattern: The sharehold
Page 133 and 134: K. RAHEJA SERVICES PRIVATE LIMITED.
Page 135 and 136: This company is a part of the K. Ra
Page 137 and 138: apartment structures or residential
Page 145 and 146: However, since these entities were
Page 147 and 148: Casa Maria Properties Pvt. Ltd. 4.5
Page 149 and 150: K. RAHEJA DEVELOPMENT & CONSTRUCTIO
Page 151 and 152: Names of Shareholder Percentage Sha
Page 153 and 154: Mumbai Undivided Properties and Ent
Page 155 and 156: Matsyagandha Investments & Finance
Page 159 and 160: NANDJYOT PROPERTIES & HOTELS PVT. L
Page 161 and 162: Shri C.L. Raheja HUF 4.19 Shri C.L.
Page 163 and 164: Sheilla Mittal 6 Badal Mittal (HUF)
Page 165 and 166: Nitin D.Advani 15 Gavotte Traders P
Page 167: RELATED PARTY TRANSACTION Related p
Page 171 and 172: Customer Entry Period ending March
Page 173 and 174: Vendor Arrangements As a retailer,
Page 175 and 176: We also receive sponsorship income,
Page 177 and 178: Administration expenses include exp
Page 179 and 180: Current Liabilities Our current lia
Page 181 and 182: Earnings before Interest, Depreciat
Page 183 and 184: Earnings before Interest Depreciati
Page 185 and 186: Our capital expenditure plan as per
Page 187 and 188: 7. Seasonality of business Our busi
Page 189 and 190: Company Year ended Audited by SSL 3
Page 191 and 192: A . B SHOPPERS' STOP LIMITED ANNEXU
Page 193 and 194: Net Profit/(Loss) after Tax as per
Page 195 and 196: an item from the concession store.
Page 197 and 198: NOTES TO THE SUMMARY STATEMENTS (Ru
Page 199 and 200: 9. On 31 March 2004 the Company eff
Page 201 and 202: 170 31st March, 2001 Purchase of Me
Page 203 and 204: INCOME SALES : UPASNA TRADING LIMIT
Page 205 and 206: Liability for leave encashment, a d
Page 207 and 208: 176 Depreciation (%) Asset Previous
Page 209 and 210: INCOME SALES : Of Products Traded i
Page 211 and 212: effective ownership control is reta
Page 213 and 214: 6. The Company acquired its present
Page 215 and 216: INCOME SALES : Service Charges Othe
Page 217 and 218: SHOPPERS' STOP. COM (INDIA) LIMITED
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SHOPPERS’ STOP. COM INDIA LIMITED
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SHOPPERS' STOP LIMITED ANNEXURE V A
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SHOPPERS' STOP LIMITED ANNEXURE VII
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SHOPPERS' STOP LIMITED ANNEXURE - I
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Investment in Upasna Trading Pvt. L
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7. Under section 54ED of the Income
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SHOPPERS' STOP LIMITED ANNEXURE XII
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SHOPPERS' STOP LIMITED ANNEXURE XII
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4. The future minimum rental paymen
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Since trading of our Equity Shares
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Who can Apply ** Terms of Payment M
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Note: The BRLMs, Co-BRM ,Syndicate
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evision in the Price Band, the Issu
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Investor Category such as Individua
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Advertisement regarding Issue Price
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3. Only Employees on the rolls of t
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(vii) On or after the Designated Da
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) an agreement dated ---------- wit
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Interest on Refund of excess Bid Am
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occupy a prime location in the mall
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SECTION VI: LEGAL AND REGULATORY IN
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OUTSTANDING LITIGATIONS Except as d
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M. Pending Litigations of companies
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E) Litigation pending -Customs and
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Rahej a (Resp- 4) 236 Group in thes
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sources'. The company filed an appe
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ASSESSMENT YEAR -1997-98 K. Raheja
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ASSESSMENT YEAR -1999-00 K. Raheja
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espect of the adjacent plot No 96.
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Suit No. 542 of 2000 Court of Civil
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The Resort ,a division of K. Raheja
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1993. Aggrieved by the order of the
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D) Litigation Pending - Sales Tax /
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High Court of Mumbai HC-WP(PIL)NO 9
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Small Causes Court, Bandra Rent Arr
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into arrangement and settlement at
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Undivided Entities or the Residual
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Small Cause Court, Bandra Rent Arre
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L) Arrears on cumulative preference
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The order of Commissioner of Income
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Writ Petition No. 39258 & 59/1999 M
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City Civil Court, Bangalore MA 170
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S.M. Ramachandra, S.M. Krishnappa s
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Case No. DUS/45-A/DVL/827/98-99 Sub
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Case No. DUS/45-A/DVL/2/94-95 Sub-R
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Case No. 45-A/DVL/SM/71/94-95 Sub-R
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Case No. 45-A/DVL/SM/81/94-95 Sub-R
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Case No. 45-A/DVL/63/96-97 (PO) Sub
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Case No. 45-A/DVL/7/98-99 (PO) Sub-
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Case No. 45-A/DVL/52/96-97(PO) Sub-
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Case No. 45-A/DVL/66/96-97(PO) Sub-
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Writ Petition No.3480/2001 Raj Trus
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H) Litigation Pending - Labour, Emp
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Complaint. No.875/2002 City Civil C
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eminder letters dated 2 nd November
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D) Litigation pending - Sales Tax /
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Metropolitan Magistrate,Mumbai CC N
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G) Economic / criminal / civil offe
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Assessment Year 2000-01(local) K.R
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M) Pending Litigations of companies
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Brief details of the above material
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( i) Maharashtra-Mumbai - Andheri -
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4. Rajasthan - Jaipur 1420 / 05116
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OUR SUBSIDIARIES We have not receiv
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case a Bid is rejected in part, the
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Method of Proportionate Basis of Al
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Purchase/ of Property NEW STORES Sr
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Remuneration of Managing Director M
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FORFEITURE OF SHARES 41. If a Membe
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shall be conclusive evidence of the
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63. If the Person aforesaid shall e
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Notice of Proposed Transfer 70. Bef
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(l) Any one of two or more joint ho
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90. The chairman, if any, of the Bo
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106. The instrument appointing a pr
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the validity of the said representa
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166. Any General Meeting may, subje
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MATERIAL CONTRACTS AND DOCUMENTS FO
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DECLARATION All the relevant provis
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Shopper's Stop Limited - Securities and Exchange Board of India

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