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

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13. The shareholding pattern of our Company before the issue and expected shareholding pattern after the Issue is given below: Category Pre-Issue Post-Issue Promoter Group Shareholding of other Directors Public & Others Number of Equity Shares 21,868,125 225,000 5,328,750 23 % age Number of Equity Shares 79.75% 0.82% 19.43% 23,058,602 225,000 11,084,306 % age 67.09% 0.65% 32.25% Total 27,421,875 100% 34,367,908 100% 14. Equity Shares held by the top ten Shareholders The list of top 10 shareholders of our Company and the number of Equity Shares held by them is as follows: Top ten shareholders on the date of filing the draft Red Herring Prospectus with SEBI Sr. No . Name of the Shareholders Number of Equity Shares 1. Palm Shelter Estate Development Pvt. Ltd 5906650 2. Raghukool Estate Development Pvt. Ltd. 2796650 3. Capstan Trading Pvt. Ltd. 2726650 4. Cape Trading Pvt. Ltd. 2716700 5. Anbee Construction Pvt. Ltd. 2716700 6. Casa Maria Properties Pvt. Ltd. 2626650 7. ICICI Trusteeship Services Ltd. A/c ICICI Emerging Sectors Fund 1875000 8. Zodiac Clothing Company Ltd 1006785 9. IL&FS Trust Company Ltd A/c AIG Indian Sectoral Equity Fund 781250 10. Mohamed Yusuf Noorani 694375 Top ten shareholders 10 days prior to the date of filing the draft Red Herring Prospectus with SEBI Sr. No . Name of the Shareholders Number of Equity Shares 1. Palm Shelter Estate Development Pvt. Ltd 5906650 2. Burgundy Investment Ltd 5000000 3 Cape Trading Pvt. Ltd. 2716700 4 Anbee Construction Pvt. Ltd. 2716700 5. Raghukool Estate Development Pvt. Ltd. 2016650 6. Capstan Trading Pvt. Ltd. 2016650 7. Casa Maria Properties Pvt. Ltd. 2016650 8. ICICI Trusteeship Services Ltd. A/c ICICI Emerging Sectors Fund 1875000 9. Zodiac Clothing Company Ltd 1006785 10. IL&FS Trust Company Ltd A/c AIG Indian Sectoral Equity Fund 781250
Top ten shareholders two years prior to the date of filing this draft Red Herring Prospectus with SEBI (August 1, 2002) Sr. No. 1 2 3 4 5 6 7 8 9 10 Name of Equity Shareholders No. Of Equity shares of face value of Rs.10/- each Palm Shelter Estate development Ltd Burgundy Investment Limited Anbee Construction Private limited Cape Trading Private Limited Raghukool Estate Development Private Limited Capstan Trading Private Limited Casa Maria Properties Private limited ICICI Limited A/c ICICI Structured Products Fund IL&FS Trust Company Limited A/c AIG Indian Sectoral Equity Fund Al-Gilani Holdings Pvt. Limited 24 5,906,650 5,000,000 2,016,700 2,016,700 2,016,650 2,016,650 2,016,650 1,500,000 625,000 739,000 15. Except as stated elsewhere in this draft Red Herring Prospectus, neither the Company, it’s Directors nor the BRLMs nor Co-BRM have entered into any buy-back and/or standby arrangements for purchase of Equity Shares of the Company from any person. 16. The Company has not raised any bridge loan against the proceeds of this Issue. 17. We shall not be offering Equity Shares in the Issue to persons resident outside India including foreign institutional investors (FIIs), foreign venture capital investors, non-resident Indians (NRIs) and companies in which there is majority ownership and control by persons resident outside India 18. In this Issue, in terms of Rule 19(2) (b) of the SCRR, 60% of the Net Offer to the Public shall be allocated on a discretionary basis to Qualified Institutional Buyers. Further, not less than 15% of the Net Offer to the Public shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 25% of the Net Offer to the Public shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. Under-subscription, if any, in categories for Non-Institutional Bidders and Retail Individual Bidders would be allowed to be met inter-se and with spill over from the category for Qualified Institutional Bidders (QIBs), at the sole discretion of the Company and the BRLMs/ Co- BRM. 19. A Bidder cannot make a Bid for more than the number of Equity Shares offered through the Issue, subject to the maximum investment limit prescribed under relevant laws applicable to each category of investor. 20. An over subscription to the extent of 10% of the Issue can be retained for the purpose of rounding off to the nearer multiple of [�], while finalizing the basis of allotment. 21. There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner except that we may issue options to our employees pursuant to ESOP Scheme during the period commencing from submission of this draft Red Herring Prospectus with SEBI until the Equity Shares offered through this draft Red Herring Prospectus have been listed. 22. The Company presently does not have any intention or proposal to alter its capital structure for a period of six months from the date of opening of the Issue, by way of split/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into exchangeable, directly or indirectly for Equity Shares) whether preferential or otherwise except if our Company enters into any joint venture or acquisition, our Company may consider raising additional capital to fund such activity or use shares as currency for acquisition or participation in such joint ventures or pursuant to issue of Equity Shares on exercise of existing ESOPs.
Page 1 and 2:
draft Red Herring Prospectus Dated
Page 3 and 4: DEFINITIONS AND ABBREVIATIONS Term
Page 5 and 6: EPS Earnings per Share Equity Share
Page 7 and 8: Limited, K Raheja IT Park (Hyderaba
Page 9 and 10: SCRR Securities Contracts (Regulati
Page 11 and 12: SECTION I: RISK FACTORS CERTAIN CON
Page 13 and 14: RISK FACTORS Any investment in Equi
Page 15 and 16: we may require. Should we not execu
Page 17 and 18: unable to state with certainty abou
Page 19 and 20: in management, reduction in Promote
Page 21 and 22: We face competition for customers f
Page 23 and 24: 27. Some of our Subsidiaries / Prom
Page 25 and 26: same in future. Currently none of t
Page 27 and 28: 13. After this issue, the price of
Page 29 and 30: are mere irritants, others signific
Page 31 and 32: Our Success Factors We believe the
Page 33 and 34: Corporate Information Shopper’s S
Page 35 and 36: (Rupees in Millions except per shar
Page 37 and 38: GENERAL INFORMATION Shopper’s Sto
Page 39 and 40: 2. ON THE BASIS OF SUCH EXAMINATION
Page 41 and 42: Filing A copy of the Red Herring Pr
Page 43 and 44: Co-Book Running Manager IL&FS INVES
Page 45 and 46: 9 Running the Book, Deciding pricin
Page 47 and 48: Bankers to the Company UTI Bank Lim
Page 49 and 50: Enam Securities Pvt Limited 84B, Kh
Page 51 and 52: (a) At an Extra Ordinary General Me
Page 53: 11. Our Promoters, Promoters Group,
Page 57 and 58: Particulars ESOP - I (01-02) At fac
Page 59 and 60: OBJECTS OF THE ISSUE The Objects of
Page 61 and 62: As at the date of this draft Red He
Page 63 and 64: All India - Distribution of househo
Page 65 and 66: Exposure to international trends
Page 67 and 68: The Indian apparel market The brand
Page 69 and 70: Growth in Organised Retail Share of
Page 71 and 72: Global Retail Business …changing
Page 73 and 74: The Indian Mall Scene in 2005 30 25
Page 75 and 76: Modern Retailing Formats Format Def
Page 77 and 78: Shopper’s Stop business has grown
Page 79 and 80: Experienced professional management
Page 81 and 82: 4. Introducing new brands and devel
Page 83 and 84: DISTRIBUTION & LOGISTICS Our operat
Page 85 and 86: Gurgaon Mumbai (6) Jaipur Bangalore
Page 87 and 88: Visual Merchandising We use our Vis
Page 89 and 90: Our arrangements with our vendors W
Page 91 and 92: 4. Reduce operational risks by perm
Page 93 and 94: Human Resources RAMCO HRMS 2001 Our
Page 95 and 96: Communication to Employees We also
Page 97 and 98: Milestones of Our Business Year Eve
Page 99 and 100: 24, November, 2003 March 31, 2004 J
Page 101 and 102: Carlton Trading Private Limited K.
Page 103 and 104: Mr. Basavanhalli S Nagesh CCA, Mana
Page 105 and 106:
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
Page 111 and 112:
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
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Cape Trading Pvt. Ltd. 17.49 Anbee
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Raghukool Estate Development Pvt. L
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Financial Performance The financial
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Shareholding Pattern The shareholdi
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channels of business either directl
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Shareholding Pattern As on July 31,
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BEACH HAVEN PROPERTIES PRIVATE LIMI
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Shareholding Pattern: The sharehold
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K. RAHEJA SERVICES PRIVATE LIMITED.
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This company is a part of the K. Ra
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apartment structures or residential
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However, since these entities were
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Casa Maria Properties Pvt. Ltd. 4.5
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K. RAHEJA DEVELOPMENT & CONSTRUCTIO
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Names of Shareholder Percentage Sha
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Mumbai Undivided Properties and Ent
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Matsyagandha Investments & Finance
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NANDJYOT PROPERTIES & HOTELS PVT. L
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Shri C.L. Raheja HUF 4.19 Shri C.L.
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Sheilla Mittal 6 Badal Mittal (HUF)
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Nitin D.Advani 15 Gavotte Traders P
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RELATED PARTY TRANSACTION Related p
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SECTION IV: FINANCIAL INFORMATION M
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Customer Entry Period ending March
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Vendor Arrangements As a retailer,
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We also receive sponsorship income,
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Administration expenses include exp
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Current Liabilities Our current lia
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Earnings before Interest, Depreciat
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Earnings before Interest Depreciati
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Our capital expenditure plan as per
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7. Seasonality of business Our busi
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Company Year ended Audited by SSL 3
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A . B SHOPPERS' STOP LIMITED ANNEXU
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Net Profit/(Loss) after Tax as per
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an item from the concession store.
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NOTES TO THE SUMMARY STATEMENTS (Ru
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9. On 31 March 2004 the Company eff
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170 31st March, 2001 Purchase of Me
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INCOME SALES : UPASNA TRADING LIMIT
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Liability for leave encashment, a d
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176 Depreciation (%) Asset Previous
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INCOME SALES : Of Products Traded i
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effective ownership control is reta
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6. The Company acquired its present
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INCOME SALES : Service Charges Othe
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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
Page 241 and 242:
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
Page 307 and 308:
Case No. DUS/45-A/DVL/2/94-95 Sub-R
Page 309 and 310:
Case No. 45-A/DVL/SM/71/94-95 Sub-R
Page 311 and 312:
Case No. 45-A/DVL/SM/81/94-95 Sub-R
Page 313 and 314:
Case No. 45-A/DVL/63/96-97 (PO) Sub
Page 315 and 316:
Case No. 45-A/DVL/7/98-99 (PO) Sub-
Page 317 and 318:
Case No. 45-A/DVL/52/96-97(PO) Sub-
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Case No. 45-A/DVL/66/96-97(PO) Sub-
Page 321 and 322:
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
Page 353 and 354:
Remuneration of Managing Director M
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FORFEITURE OF SHARES 41. If a Membe
Page 357 and 358:
shall be conclusive evidence of the
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63. If the Person aforesaid shall e
Page 361 and 362:
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
Page 373 and 374:
MATERIAL CONTRACTS AND DOCUMENTS FO
Page 375:
DECLARATION All the relevant provis
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Shopper's Stop Limited - Securities and Exchange Board of India

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