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

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unable to state with certainty about any liability or contingent liability in respect <strong>of</strong> the said<br />

entities.<br />

In respect <strong>of</strong> some <strong>of</strong> the Mumbai Undivided Properties <strong>and</strong> Entities where returns <strong>of</strong><br />

income (under the I.T. Act ) were filed for some <strong>of</strong> the years, the tax <strong>and</strong> penalty dem<strong>and</strong>s<br />

raised have largely been paid except in a few cases amounting to Rs. 53,32,033/-(plus<br />

interest) which tax dem<strong>and</strong>s <strong>and</strong> claims are outst<strong>and</strong>ing. Against the said tax dem<strong>and</strong>s in<br />

some <strong>of</strong> these entities there are refunds due <strong>of</strong> approximately 14,47,380/- (plus interest)<br />

<strong>and</strong> in one case the Income Tax Authorities have attached one <strong>of</strong> the properties <strong>of</strong> one <strong>of</strong><br />

these companies for recovery <strong>of</strong> the said dem<strong>and</strong>s. Further where assessments have not<br />

been completed the tax dem<strong>and</strong>s, if any, are not known.<br />

Various private trusts were constituted, under which the members <strong>of</strong> the K. Raheja Corp<br />

Group were, along with certain other persons, beneficiaries. These private trusts were so<br />

organized such that only one trust was engaged in the carrying on <strong>of</strong> business. Some <strong>of</strong><br />

these trusts were also partners in partnership firms (for the purpose <strong>of</strong> sharing in the pr<strong>of</strong>its<br />

<strong>and</strong> losses, although not involved in the day to day operation <strong>of</strong> the business <strong>of</strong> such<br />

partnership firms). The other remaining trusts were only direct or indirect beneficiaries <strong>of</strong><br />

the aforesaid private trust carrying on business. We underst<strong>and</strong> from our Promoters that<br />

while the affairs <strong>of</strong> the private trust which was carrying on business have been wound up<br />

<strong>and</strong> also the trusts which were partners in some partnership firms have ceased to be<br />

partners <strong>and</strong> complete distribution <strong>of</strong> assets has also taken place, in some <strong>of</strong> the<br />

beneficiary trusts, though the date <strong>of</strong> distribution <strong>of</strong> assets have passed, certain assets are<br />

yet to be distributed. Our Promoters believe that the amounts involved in these trusts are<br />

insignificant <strong>and</strong> are not expected to have any material impact on our Company or our<br />

Promoters.<br />

Southern Undivided Companies <strong>and</strong> Entities<br />

The Southern Undivided Companies <strong>and</strong> Entities comprise <strong>of</strong> various companies,<br />

partnership firms <strong>and</strong> trusts.<br />

In respect <strong>of</strong> the South Entities, our Promoters have relied upon <strong>and</strong> fully disclosed all<br />

the details provided by the other family members <strong>and</strong> also the information available<br />

with them in this regard.<br />

In respect <strong>of</strong> one <strong>of</strong> such companies, the finalisation <strong>of</strong> accounts, audit, filing <strong>of</strong> various<br />

returns <strong>and</strong> forms with different authorities <strong>and</strong> various other statutory compliances for<br />

last several years have not been made due to family differences <strong>and</strong> disputes as<br />

mentioned above. Further, in respect <strong>of</strong> the remaining entities some <strong>of</strong> the statutory<br />

compliances, etc. may not have been fully carried out due to the said family<br />

differences <strong>and</strong> disputes. In view <strong>of</strong> the said differences <strong>and</strong> disputes, also the fact<br />

that C.L. Raheja Family alone is not in ownership <strong>and</strong> control <strong>of</strong> the said Southern<br />

Undivided Companies <strong>and</strong> Entities <strong>and</strong> due to said non-compliances (herein<br />

mentioned in this clause), our Promoters are unable to state with certainty about any<br />

liabilities or contingent liability other than those reflected in the annual audited<br />

accounts <strong>of</strong> those entities.<br />

Except as disclosed elsewhere in the draft Red Herring Prospectus, there are no<br />

pending litigation/ disputes in respect <strong>of</strong> these entities which our Promoters are aware<br />

<strong>of</strong>. However, due to the peculiar circumstances, our Promoters cannot certify with<br />

certainty the comprehensiveness or completeness <strong>of</strong> the information relating to these<br />

entities. However, except with regard to the premises at Bangalore from which we<br />

operate our store, our Promoters do not expect any material impact on account <strong>of</strong> the<br />

disputes relating to these entities in the operations <strong>of</strong> our Company.<br />

The existence, value, impact <strong>and</strong> resulting liability, if any with regard to any such<br />

claims involving the Mumbai Undivided Properties <strong>and</strong> Entities <strong>and</strong>/or the Southern<br />

Undivided Entities cannot be ascertained as on the date <strong>of</strong> this draft Red Herring<br />

xv

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