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

Ref: A/2591/4002
To
The Board of Directors
Shoppers’ Stop Limited
Construction House “A”
24 th Road, Khar (W)
Mumbai- 400 052
Dear Sirs,
AUDITORS’ REPORT
Re: The proposed public issue of equity shares of Shoppers’ Stop Limited
(“SSL” or “the Company”)
SSL is proposing to make a public offering of its equity shares for cash, at an issue price to be arrived at
by the book building process. We have been requested by the Company to furnish a report in respect of
the financial information relating to SSL and its subsidiaries, [namely, Upasna Trading Limited,
(“Upasna”), Crossword Bookstores Limited, (“Crossword”), Shoppers’ Stop Services (India) Limited,
(“SSSIL”) and Shoppers’ Stop Dot Com (India) Limited, (“SSDotcom”)], as required by Part II of Schedule
II to the Companies Act, 1956 ("the Act") and the Securities and Exchange Board of India (Disclosure and
Investor Protection) Guidelines 2000 ("the Guidelines") and related clarifications thereto issued by the
Securities and Exchange Board of India (SEBI) under section 11 of the Securities and Exchange Board of
India Act, 1992.
The financial information referred to above, relating to assets and liabilities and profits and losses of SSL
and its subsidiaries is contained in the following Annexures to this report:
- Annexures I (a) to I (e) contain standalone Summary Statements of Assets and Liabilities, as
restated, of SSL and its subsidiaries as at the close of the financial year ended on 31 March 2004
and the immediately preceding four financial years (or less as applicable).
- Annexures II (a) to II (e) contain stand alone Summary Statements of Profits and Losses, as
restated, of SSL and its subsidiaries for the financial year ended 31 March 2004 and the immediately
preceding four financial years (or less as applicable).
- Annexures III (a) to III (e) contain the Significant Accounting Policies adopted in the preparation of
the financial statements of SSL and its subsidiaries as relevant to the Summary Statements in
Annexures I (a) to I (e) and II (a) to II (e) and Notes to the Summary Statements, which include as
required by the Guidelines, additional information prepared by the Company related to Other Income
and Related Party Transactions, [see note no. 11 of Annexure III (a)].
We have reviewed and examined, as appropriate, the financial information contained in these Annexures
and are to state as follows:
(a) The five-year financial data is based on the audited balance sheets and profit and loss accounts
of the respective companies. In respect of those companies where we are the present auditors,
we have examined the books of account and other relevant records for the years where the
audit was carried out by us and have relied on the audited balance sheets and profit and loss
accounts and the disclosures made therein for the years where the audit was not carried out by
us. In respect of those companies where we are not the auditors we have accepted the
statements furnished to us by the auditors of those companies. We have not carried out any
additional audit tests or review procedures in respect of those companies and for those years
where we did not perform the audit, (reference is invited to the summary below).
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