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

OUR HISTORY, CORPORATE MATTERS AND EVOLUTION
Incorporated as a private limited company on June 16, 1997, we beacme a deemed public limited
company on December 8, 1997. Pursuant to an amendment to the Companies Act in the year 2000, our
Company was converted from a deemed public company to a full fledged public company with effect
from October 6, 2003.
Prior to incorporation two of our existing stores at Mumbai and Bangalore were run by a division of Ivory
Properties & Hotels Limited (IPHL)under the brand named Shoppers’ Stop. Soon after our incorporation,
IPHL executed a conducting agreement with us dated November 3, 1997 giving us a right to participate in
running the departmental stores which included the right to use (i) the Mumbai Shopper’s Stop property
(ii) the Bangalore Shoppers’ Stop property (iii) the agreements and arrangements with various parties
relating to purchases, sales, franchises and co-sponsorship (iv) the brands developed (v) the diverse
modes of rendering services to the customers (vi) the data bank of Shopper’s Stop, the membership of
the First citizen’s Club etc; (vii) the software, various systems and training programmes (viii)books and
cassettes providing knowledge for retail trade,(ix) the business sport systems and (x) the names of the
stores and logos of the stores.
This agreement was terminated and a fresh Conducting Agreement was executed with IPHL dated March
31, 2000.
IPHL signed a Deed of Assignment dated March 31, 2000 with us for transferring the ownership of
certain trademarks, trade names, goodwill and brand names in our favour known as SHOPPER’ STOP
(label), STUDIO KRT (label), STOP (label with color schemes)STOP(device), STOP(label),
FIRSTCITIZENS’CLUB, BLUESBIZAAR, BLUES BIZARRE, BLUESBIZAR (word & label) BLUES
BIZAAR (word & complete label) I(in-house brand), i (in-house brand), B (in-house brand).
Out of the various trademarks under which we presently market our in-house products only five are
registered in our name. Two of the trademarks we presently market some of our in-house products are
registered in the name of our Promoter, Ivory Properties and Hotels Pvt. Ltd. and applications are yet to
be made to register them in the name of our Company. For the rest, applications for the registration of
these trademarks in the name of our Company have been submitted to the relevant trademark authorities
and are still pending with them
We initially acquired 790 equity shares of Rs 100 each in UTL from some of the existing shareholders
and increased our stake in the company to 1265 Equity Shares (25.3% of the equity capital) on March 23,
1999 at a purchase price of Rs 100 per share. UTL was a trading company, and was one of our suppliers
for garments and accessories. We enhanced our stake in UTL to 100% in February 2000.
UTL has discontinued its trading operations from January 2003. UTL handles our distribution and logistic
function since February 2000 and now operates through four distribution centers located in Mumbai,
Bangalore, New Delhi and Kolkata.
Shoppers’ Stop Services (India) Ltd was incorporated as our wholly owned subsidiary in March 2000 to
provide shared services and consultation, in accounting and logistics operations. Currently, this
subsidiary has limited operations.
Shoppers’ Stop .Com (India) Ltd was incorporated in February 2000 as our wholly owned subsidiary to
provide on-line shopping facilities to our customers. As this venture did not yield desired results, it was
discontinued in February 2001.
Profound Readers’ Choice Trading (India) Ltd was incorporated in November 1999 as our subsidiary and
acquired ‘Crossword’, a chain of books and music stores, from India Book House Ltd (IBHL) under
trademark and style of Crossword ,as a going concern by way of slump sale on March 31, 2000. The
Crossword Division from IBHL was acquired at a purchase consideration of Rs.137.5 mn for the whole of
the acquired business undertaking. The Deeds of Assignment between IBHL and Profound Readers’
Choice Trading (India) Ltd were signed on March 31, 2000 & July 5, 2000 for assignment of trademarks
of Crossword.
Profound Readers’ Choice Trading (India) Ltd changed its name to Crossword Bookstores Ltd
(Crossword) and has ICICI Trusteeship Services Ltd a/c ICICI Emerging Sectors Fund as it’s equity
investor holding 49% of its equity, and is governed by a separate shareholders’ agreement.
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