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

24, November, 2003
March 31, 2004
July 30, 2004
The authorised share capital of our Company was increased from Rs.280
mn comprising of 28,000,000 Equity Shares of Rs.10/-each to Rs. 400 mn
comprising of 40,000,000 Equity Shares of Rs.10/-each
Sub division of Equity Share capital comprising 40,000,000 Equity Shares
of Rs.10/- each aggregating to Rs.400 mn to 80,000,000 Equity Shares of
Rs.5/- each aggregating to Rs.400 mn
Consolidation of the Equity Share capital comprising of 80,000,000 Equity
Shares of Rs.5/- each aggregating to Rs.400 mn to 40,000,000 Equity
Shares of Rs.10/- each aggregating to Rs.400 mn
*At an Extra Ordinary General Meeting held on February 26, 1999, a sub division of equity shares
was approved by our shareholders resulting in each equity shares of Rs.100/- being sub divided into
10 Equity Shares of Rs.10/- each and consequently , the authorized share capital of the Company
was altered from Rs. 17,500,000 divided into 175,000 equity shares of Rs.100/- each to Rs.
17,500,000 divided into 1,750,000 Equity Shares of Rs.10/-each.
# At an Extra Ordinary General Meeting held on March 31, 2004, a further sub division of Equity
Shares was approved by our shareholders resulting in each Equity Share of Rs.10/-each being sub
divided into two shares of Rs.5/- each and consequently the authorized share capital of the Company
was Rs.400Million divided into 80,000,000 equity shares of Rs. 5/- each.
# At an Annual General Meeting held on July 30, 2004, a consolidation of Equity Shares was
approved by our shareholders resulting in two Equity Shares of Rs. 5/- each being consolidated into
one share of Rs. 10/- and consequently the authorized share capital of the company was Rs.400 mn
divided into 40,000,000 Equity Shares of Rs. 10/- each.
The details of the capital raised by our Company are given in the section entitled ‘Capital Structure” on
page no 19 of this draft Red Herring.
Credit Rating:
In March 2003, our Company received a credit rating of F1 (Ind) from Fitch for its short-term debt
requirement of Rs. 100 Million. The rating is valid for a period of one Year. Fitch has reviewed the rating
in 2004 and reaffirmed its rating of F1 (Ind) through its letter dated February 25, 2004 which is valid for a
period of one year and has subsequently enhanced the same to cover Commercial Paper issuance of
upto Rs 200 mn in April 30, 2004. Our rating of F1 (Ind) denotes the highest safety.
Investment and Share Purchase Agreements
The Company had entered into the Investment Agreement in respect of the shareholding of 1,875,000
equity shares of Rs. 10/- each of the Company by ICICI Trusteeship Services Limited (A/c ICICI
Emerging Sectors Fund). The Company was also a party to 3 Share Purchase Agreements, one
agreement dated March 28, 2000 and two agreements dated April 3, 2000 and Supplement Agreements
all dated April 27, 2002 between the Promoters and ILFS Trust Company Limited and Sara Fund Trustee
Company Limited for purchasing 170,000, 455,000 and 312,500 Equity Shares respectively from the
Promoters of the Company. The Investment Agreement, Share Purchase Agreement and their respective
Supplementary Agreements contain certain provisions for management of the Company and restrictions
on the Promoters including restrictions on transfer of their shareholding etc. However, these agreements
will terminate upon listing of Equity Shares of the Company pursuant to an initial public offering
Therefore these agreements have no force or effect post the completion of the Issue and the listing of our
Equity Shares on the Stock Exchanges.
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