DRAFT LETTER OF OFFER
Dated: [ ]
For Equity Shareholders of the Company only
SHOPPING. AND BEYOND. TM
SHOPPER'S STOP LIMITED
(Incorporated as a private limited company on June 16, 1997 under the Indian Companies Act, 1956 as Shopper’s Stop Private Limited bearing Registration no. 11-108798
of 1997, converted to a deemed public limited company on December 08, 1997 and name was changed to Shopper’s Stop Limited and further converted to a public limited
company as Shopper’s Stop Limited on October 06, 2003)
Registered, Corporate and Service Office: Eureka Towers, B-Wing, 9 th Floor, Mindspace, Link Road Malad (West),
Mumbai – 400 064, Maharashtra, India
(Our Company changed its Registered Office from Construction House ‘A’ 24th Road, Khar (West), Mumbai – 400 052 to
Eureka Towers, B-Wing, 9th Floor, Mindspace, Link Road Malad (West), Mumbai – 400 064, Maharshtra, India on August 11, 2004).
Tel. no. + 91-22-66887688 Fax no. + 91-22-2880 8877, Contact Person: Mr. Prashant Mehta, Vice President – Legal, Company Secretary and Compliance Officer,
E-mail: investor@shoppersstop.co.in; Website: www.shoppersstop.com
FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY
DRAFT LETTER OF OFFER
ISSUE OF [] FULLY PAID EQUITY SHARES WITH A FACE VALUE OF RS. 10/- EACH AT A PREMIUM OF RS. [] PER FULLY
PAID EQUITY SHARE FOR AN AMOUNT AGGREGATING TO RS. [] ON RIGHTS BASIS TO THE EXISTING SHAREHOLDERS
OF OUR COMPANY IN THE RATIO OF [ ] EQUITY SHARES FOR EVERY [ ] EQUITY SHARES HELD BY THE EXISTING
SHAREHOLDERS ON THE RECORD DATE THAT IS ON []. FOR EVERY [] EQUITY SHARES BEING ALLOTED ON RIGHTS
BASIS, THE ALLOTTEES WILL RECEIVE [] DETACHABLE WARRANTS. THE TOTAL ISSUE INCLUDING CONVERSION OF
WARRANTS INTO EQUITY SHARES AT A PRICE OF RS. [] EACH WOULD AGGREGATE UPTO RS. 5000 MILLION. FOR MORE
DETAILS, SEE “TERMS OF THE ISSUE” ON PAGE 694 OF THIS DRAFT LETTER OF OFFER. THE ISSUE PRICE IS [] TIMES THE
FACE VALUE OF THE SHARES OF THE COMPANY.
GENERAL RISKS
Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they
can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment
decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the
risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI
guarantee the accuracy or adequacy of this document. Investors are advised to refer to the section titled “Risk Factors” beginning on
page xiv of this Draft Letter of Offer before making an investment in this Issue.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information
with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Draft Letter of
Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein
are honestly held and that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or any such information
or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares of our Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Our
Company has received in-principle approvals from Bombay Stock Exchange Limited by its letter dated [ ] and from the National Stock
Exchange of India Limited by its letter dated [] granting in-principle approval for listing the Equity Shares with Detachable Warrants arising
from this Issue. For the purpose of this Issue, the Designated Sock Exchange is BSE.
WESTERN PRESS PVT. LTD.
MUMBAI 400 013. 40317777
LEAD MANAGER TO THE ISSUE
Enam Securities Private Limited
801-802, Dalamal Towers,
Nariman Point,
Mumbai – 400 021 (India)
Tel: + 91 – 22 – 6638 1800
Fax: + 91 – 22 – 2284 6824
E-mail: sslrights@enam.com
Investor Grievances
Email id: complaints@enam.com
Website: www.enam.com
Contact Person: Mr. Ashish Kumbhat
SEBI Registration No.: INM000006856
JM Financial Consultants Private Limited
141, Maker Chambers III,
Nariman Point,
Mumbai – 400 021 (India)
Tel: +91-22-6630 3030
Fax: +91 – 22-6630 1694
E-mail: sslrights@jmfinancial.in
Investor Grievances
Email id: grievance.ibd@jmfinancial.in
Website: www.jmfinancial.in
Contact Person: Mr. Arun Kumar Meena
SEBI Registration No.: INM00001036
REGISTRAR TO THE ISSUE
Karvy Computershare Private Limited
Plot No. 17-24,
Vitthal Rao Nagar,
Madhapur,
Hyderabad – 500 081.
Tel: + 91 – 40 - 2342 0818
Fax: + 91 - 40 - 2342 0814
E-mail: einward.ris@karvy.com
Website: www.karvy.com
Contact Person: Mr. M. Muralikrishna
SEBI Registration No.: INR000000221
ISSUE PROGRAMME
ISSUE OPENS ON
[ ]
LAST DATE FOR REQUEST FOR SPLIT APPLICATION FORMS
[ ]
ISSUE CLOSES ON
[ ]
TABLE OF CONTENTS
Section
SECTION I - DEFINITIONS AND ABBREVIATIONS
DEFINITIONS AND ABBREVIATIONS
Page
i
i
CERTAIN CONVENTIONS - PRESENTATION OF FINANCIALS AND USE OF MARKET DATA
viii
SECTION II - RISK FACTORS
ix
FORWARD LOOKING STATEMENTS
ix
RISK FACTORS
x
SECTION III - INTRODUCTION
1
SUMMARY
1
THE ISSUE
8
SUMMARY CONSOLIDATED STATEMENT OF FINANCIAL INFORMATION
9
GENERAL INFORMATION
13
CAPITAL STRUCTURE
19
OBJECTS OF THE ISSUE
32
BASIS FOR ISSUE PRICE
38
STATEMENT OF TAX BENEFITS
41
SECTION IV - ABOUT US
46
INDUSTRY OVERVIEW
46
BUSINESS OVERVIEW
56
FINANCIAL INDEBTEDNESS
86
HISTORY AND OTHER CORPORATE INFORMATION
93
SUBSIDIARIES
100
OUR MANAGEMENT
108
OUR PROMOTERS
130
K RAHEJA CORP GROUP COMPANIES AND ENTITIES
148
OTHER ENTITIES PROMOTED BY THE PROMOTERS
215
SOUTHERN UNDIVIDED ENTITIES
318
RESIDUAL ENTITIES
331
RELATED PARTY TRANSACTIONS
344
DIVIDEND POLICY
345
SECTION V - FINANCIAL STATEMENTS
346
FINANCIAL INFORMATION
346
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
425
SECTION VI - LEGAL AND OTHER INFORMATION
448
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
448
GOVERNMENT/ STATUTORY APPROVALS
657
SECTION VII - OTHER REGULATORY AND STATUTORY DISCLOSURES
681
OTHER REGULATORY AND STATUTORY DISCLOSURES
681
TERMS OF THE ISSUE
694
SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY
725
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF OUR COMPANY
725
SECTION IX - OTHER INFORMATION
736
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
736
DECLARATION
738
SHOPPING. AND BEYOND. TM
SECTION I – DEFINITIONS AND ABBREVIATIONS
DEFINITIONS AND ABBREVIATIONS
In this Letter of Offer, the terms “we”, “us”, “our”, “the Company”, “our Company” or “SSL”, unless the context
otherwise implies, refer to Shopper’s Stop Limited. All references to “Rs.”or “INR” refer to Rupees, the lawful
currency of India, “USD” or “US$” refer to the United States Dollar, the lawful currency of the United States of
America, references to the singular also refers to the plural and one gender also refers to any other gender, wherever
applicable, and the words “Lakh” or “Lac” means“100 thousand” and the word “million” or “mn” means “10 lakh”
and the word “crore” means “10 million” or “100 lakhs” and the word “billion” means “1,000 million” or “100
crores”. Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off.
Abbreviations
Abbreviation
AGM
‘B&M’
BSE
C&FA
CAF
CAGR
CCA
CFBP
CMAI
CEO
CDSL
CFBP
CRY
CSI
DIN
DP
DC
EEA
EGM
Enam
EPS
ESOP
ESI
FEMA
FII(s)
FIPB
GMROF
GMROL
GMROI
GoI
HR
HUF
ICAI
IGDS
IPHL
ISDN
IT
Full Form
Annual General Meeting
Buying and Merchandising
Bombay Stock Exchange Limited
Clearing and Forwarding Agents.
Composite Application Form
Compounded Annual Growth Rate
Customer Care Associate
Council for Fair Business Practices
Clothing Manufacturers Association Of India
Chief Executive Officer
Central Depository Services (India) Limited
Council for Fair Business Practices
Child Rights and You
Customer Satisfaction Index
Directors Identification Number
Depository Participant
Distribution Centres
European Economic Area
Extraordinary General Meeting
Enam Securities Private Limited
Earning Per Share
Employee Stock Option Plan of Shopper’s Stop Limited
Employee Satisfaction Index
Foreign Exchange Management Act, 1999
Foreign Institutional Investors registered with SEBI under applicable laws
Foreign Investment Promotion Board, Ministry of Finance, Government of India
Gross Margine Return on Footage.
Gross Margine Return on Labour.
Gross Margine Return on Inventory.
Government of India.
Human Resources.
Hindu Undivided Family.
Institute of Chartered Accountants of India.
International group of Departmental Stores.
Ivory Properties & Hotels Private Limited.
Integrated Services Digital Network.
Information Technology.
i
SHOPPING. AND BEYOND. TM
Abbreviation
JDA
JM Financial
KRA
MD
MIS
MMS
MoU
NAV
NGO
NOC
NR
NRI(s)
NSDL
NSE
PAN
PICS
PLRS
RBI
RoC
SEBI
SKU
SOP’s
VM
WMS
Full Form
J. D. Armstrong Software Group.
JM Financial Consultants Private Limited.
Key Result Area.
Managing Director.
Management Information Systems.
Merchandise Management System.
Memorandum of Understanding.
Net Asset Value.
Non-Governmental Organisation.
No Objection Certificate.
Non Resident.
Non Resident Indian(s).
National Securities Depository Limited.
National Stock Exchange of India Limited.
Permanent Account Number.
Perpetual Inventory Count System.
Profit Linked Reward Scheme.
The Reserve Bank of India.
Registrar of Companies.
Securities and Exchange Board of India.
Stock Keeping Unit.
Standard Operating Procedures.
Visual Merchandising.
Warehouse Management System.
General Terms / Issue Related Terms
Term
Act
Articles
Auditors
Bankers to the Issue
Board
or
Board
Directors
Cap Price
of
Designated
Stock
Exchange
Draft Letter of Offer
Equity Share(s) or Share(s)
Equity Shareholders
ESOPs
Fiscal/FY
Indian GAAP
Investor (s)
Issue
Definition
The Companies Act, 1956 and amendments thereto from time to time.
Articles of Association of our Company.
Refers to M/s. Deloitte, Haskins & Sells, unless otherwise specified.
[●]
Board of Directors of Our Company or a Committee(s) thereof.
Maximum price at which our Company proposes to convert the Warrants into
Equity Shares.
BSE.
Draft Letter of Offer circulated to the Shareholders of our Company.
Equity Shares of our Company which are listed on BSE and NSE.
Investors holding the Equity Shares of our Company.
ESOP III, ESOP IV, ESOP V-1, ESOP V-2, ESOP V -3, ESOP V- 4, ESOP V5 and ESOP V- 6.
Financial Year ending March 31.
Generally Accepted Accounting Principles in India.
Means the holder(s) of the equity shares of our Company as on the Record
Date i.e. [●] and Renouncees.
Issue of [●] fully paid Equity Shares with a face value of Rs. 10/- each at a
premium of Rs. [●] per fully paid Equity Share for an amount aggregating to
Rs. [●] on rights basis to the existing Shareholders of our Company in the ratio
of [●] Equity Shares for every [●] Equity Shares held by the existing
Shareholders on the Record Date, that is on [●]. For every [●] Equity Shares
ii
SHOPPING. AND BEYOND. TM
Term
Issue Closing Date
Issue Opening Date
Issue Price
IT Act
K Raheja Corp Group
(Chandru L. Raheja Group)
/ Group/ K Raheja Corp
Group
Definition
being alloted on rights basis, the allottees will receive [●] Detachable Warrants.
The total issue including conversion of Warrants into Equity Shares at a price
of Rs. [●] each would aggregate upto Rs. 5000 million. for more details, refer
to section titled “Terms of the Issue” beginning on page 694 of this Draft
Letter of Offer. The issue price is [●] times the face value of the shares of our
Company.
[●]
[●]
[●]
The Income-tax Act, 1961 and amendments thereto.
Promoters, Chandru Lachmandas HUF, companies and entities which are part
of K. Raheja Corp Group, which are Accord Real Estate Development Private
Limited ,Aesthetic Realtors Private Limited, Ambit Malls Private Limited,
Aqualine Properties Private Limited, Avacado Properties And Trading (India)
Private Limited, Beach Haven Properties Private Limited, Bkc Constructions
Private Limited, Carin Hotels Limited, Cavalcade Properties Private Limited,
Chalet Hotels & Properties (Kerala) Private Limited, Chalet Hotels Limited,
Convex Properties Private Limited, Ekaakshara Trading Company Private
Limited, Flabbergast Properties Private Limited , Genext Hardware & Parks
Private Limited, Gleamer Properties Private Limited, Grandwell Properties
And Leasing Private Limited, Grange Hotels And Properties Private Limited,
Horizonview Properties Private Limited, Hornbil Trading Company Private
Limited, Hypercity Retail (India) Limited, Immense Properties Private Limited,
Imperial Serviced Offices Private Limited, Influence Real Estate Private
Limited, Intime Properties Private Limited, J. T. Holdings Private Limited, K.
Raheja Services Private Limited, K. Raheja IT Park (Hyderabad) Private
Limited, K. Raheja Venture Captial Management Private Limited, Louisiana
Investment & Finance Private Limited, Magna Warehousing & Distribution
Private Limited, Neogen Properties Private Limited, Nask Realtors Private
Limited, Newfound Properties And Leasing Private Limited, Novel Properties
Private Limited, Opul Constructions Private Limited , Pact Real Estate Private
Limited, Paradigm Logistics & Distribution Private Limited, Protect Properties
Private Limited , Sentinel Properties Private Limited, Serene Properties Private
Limited, Stance Properties Private Limited, Stargaze Properties Private
Limited, Strength Real Estate Private Limited, Sundew Properties Private
Limited, Sycamore Properties Private Limited, Touchstone Properties & Hotels
Private Limited, Trion Properties Private Limited, Uptown Properties And
Leasing Private Limited, Marvel International Private Limited, Shivan
Properties And Trading Private Limited, K.Raheja Corp Advisory Services
(Cyprus) Private Limited, Neerav Investment Advisory Services (Cyprus)
Private Limited, Neerav Investments & Holdings Private Limited, Affluence
Realty And Leasing Private Limited, Brookfields Agro & Development Private
Limited, Challenge Properties Private Limited, Content Properties Private
Limited, Crimson Agro & Development Private Limited, Enormous Properties
Private Limited, Eternus Logistics Private Limited, KRInfra Power Company
Private Limited, K. Raheja Corp Investment Advisors Private Limited,
Nakshtra Logistics Private Limited, Opulence Warehousing And Logistics
Private Limited, Support Properties Private Limited, Sustain Properties Private
Limited, Robust Logistics And Warehousing Private Limited, Expanse
Properties Private Limited, Pramaan Properties Private Limited, Nirankar
Properties Private Limited, Athak
Properties Private Limited, Fresco
Properties Private Limited, Feat Properties Private Limited, Regional Airports
India Private Limited. K Raheja Properties, K Raheja Properties and Finance,
K Raheja Sales, K Raheja Corp Foundation, Ivory Property Trust, Shopper’s
iii
SHOPPING. AND BEYOND. TM
Term
Lead Managers
Letter of Offer
Memorandum
Mumbai
Undivided
Properties
and
Entities/Mumbai
Undivided
Entities/Mumbai Entities/
MUE
Promoters
Promoter Directors
Record Date
Registrar to the Issue or
Registrar / Transfer Agent
Relevant Date
Renouncees
Residual Entites
Rights Entitlement
Rights Issue
Shopper’s Stop Limited or
the Company or the Issuer
SEBI Act, 1992
SEBI (DIP) Guidelines,
2000
Subsidiaries
Southern
Undivided
Companies
and
Entities/Southern Entities/
Southern
Undivided
Entities / SUE.
Takeover Code
Warrant(s) / Detachable
Warrant(s)
Definition
Stop Limited, Crossword Bookstores Limited, Shopper’s Stop Services (India)
Limited, Shopper’s Stop.Com (India) Limited, Upasna Trading Limited,
Gateway Multichannel Retail (India) Limited, Timezone Entertainment Private
Limited.
Enam Securities Private Limited and JM Financial Consultants Private
Limited.
Letter of Offer circulated to the Shareholders of Our Company.
Memorandum of Association of our Company.
As defined on page xx of this Draft Letter of Offer .
Mr. Chandru L Raheja, Mrs. Jyoti C. Raheja, Mr. Ravi C. Raheja, Mr. Neel C.
Raheja, Anbee Constructions Private Limited, Casa Maria Properties Private
Limited, Capstan Trading Private Limited, Cape Trading Private Limited,
Inorbit Malls (India) Private Limited, Ivory Properties and Hotels Private
Limited, K Raheja Private Limited, K Raheja Corp Private Limited, Palm
Shelter Estate Development Private Limited and Raghukool Estate
Development Private Limited.
Mr. Chandru. L. Raheja, Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
[●]
Karvy Computershare Private Limited.
[●]
The persons who have acquired Rights Entitlements from Equity Shareholders.
Companies / Entites other than K. Raheja Corp Group, Mumbai Undivided
Entities and the Southern Undivided Entities in which our promoters have
equity share capital and other interest exceeding 10%, For further details refer
to section titled “Residual Entities” beginning on page 331 of the Draft Letter
of Offer.
The number of securities that a shareholder is entitled to in proportion to
his/her existing shareholding in our Company as on record date.
The issue of Equity Shares on rights basis based on terms of this Draft Letter of
Offer / Letter of Offer.
Shopper’s Stop Limited, a company incorporated on June 16, 1997, under the
Indian Companies Act, 1956.
Securities and Exchange Board of India Act, 1992 and amendments thereto.
The Guidelines for Disclosure and Investor Protection issued by SEBI on
January 19, 2000 read with amendments issued thereafter from time to time till
the date of filing of this Draft Letter of Offer with SEBI.
Crossword Bookstores Limited; Shopper’s Stop Services (India) Limited;
Shopper’s Stop . Com (India) Limited; Upasna Trading Limited; Gateway
Multichannel Retail (India) Limited.
As defined under the Section titled “Other Entities Promoted by the
Promoters” beginning on page 215 of this Draft Letter of Offer.
The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
as amended to date.
The detachable Warrant(s) being issued to every Shareholder to whom Equity
Share(s) shall be allotted on a rights basis pursuant to the Issue in the ratio of
iv
SHOPPING. AND BEYOND. TM
Term
Warrants Exercise Price
Warrant Exercise Period
Definition
[●] Detachable Warrant for every [●] Equity Shares, in accordance with the
terms and conditions laid out in section titled “Terms of the Issue” beginning
on page 694 of this Draft Letter of Offer.
Warrant Exercise Price shall be the lower of (a) and (b) below:
(a)
Cap Price; and
(b)
[●] % of “x”, value “x” being the average of the daily closing price
of the Equity Shares of our Company on the Relevant Stock
Exchange for a period of 90 days before the Relevant Date.
Warrant Exercise Period shall be
1. the period commencing after 12 months from the Date of Allotment
upto 36 months from the Date of Allotment;
or
2. in case of exercise of call option by our Company, the period as
specified by our Company in the public notice to be issued by our
Company.
Company / Industry Related Terms
Term
First
Citizen/ First Citizen
Members
High Street
Lifestyle Products/
Merchandise
Distribution Centres
Anchor Tenant
Catchment Studies
ITES/BPO
Aspirational Products
Department Store
Lifestyle
Definition
Refers to members of the Shoppers’ Stop loyalty programme “First
Citizen Club” who get reward points on every purchase, exclusive
offers, exclusive previews, extended shopping hours, subscription to
our in-house magazine “First Update” and a host of other in-store
benefits & privileges. The programme is further tiered into “Classic
Moments”, “Silver Edge” & “Golden Glow” based on the member’s
spends at various stores of our Company.
A place or locality in a major city or principal street of a small town;
which would be the main point of purchase from well known shops
stocking high quality, apparels and non-apparels.
Products that meet way of living, centered around certain activities.
1. A warehouse in which the emphasis is on processing and moving
goods rather than on simple storage;
2. A storage facility that takes orders and delivers products.
A well-known commercial retail business such as a national chain store
or regional department store, strategically placed in a shopping center,
which by its presence makes a shopping mall a preferred shopping
destination by providing the pull required to attract customers so as to
generate the most customers for all of the stores located in the shopping
center. Anchor Tenant usually enjoy privileged commercial terms
Systematic study of consumption and spending habits of an individual or
family in target area based on various parameters such as age group, sex,
preference, purchase category to derive the potential market size in
various categories in each group.
Information Technology Enabled Services and Business Process
Outsourcing
Products of good quality and high price, which fulfill lifestyle aspirations
of an individual
A retail organization that normally employs approximately 25 or more
people and sells merchandise in the following categories: home
furnishings, apparel for men, women, and children, and home linens and
dry goods. Usually a Department Store attracts customers by offering
and focusing on customer service. The Customer is usually wooed by the
v
SHOPPING. AND BEYOND. TM
Term
Supermarkets
Hypermarkets
Definition
Department Store by the treatment he is given instead of pricing being
the criteria.
A combination of a general merchandise discount operation and a
supermarket; usually ranges from approximately 50,000 square feet to
200,000 square feet. Established to fulfill all consumer needs for every
type of food and non food – household item purchased on a regular basis
A large retail operation which combines the features of a Supermarket
and a discount house. Traditionally a Hypermarket brings food and
general merchandise together in an atmosphere which is akin to a large
storage space which is like a warehouse.
Notwithstanding the foregoing,
(i)
In the section titled ‘Main Provisions of the Articles of Association of our Company’ beginning on
page 725 of this Draft Letter of Offer, defined terms shall have the meaning given to such terms in
that section;
(ii)
In the section titled ‘Financial Statements’ beginning on page 346 of this Draft Letter of Offer,
defined terms shall have the meaning given to such terms in that section;
(iii)
In the sub-sections titled ‘Disclaimer Clause of Bombay Stock Exchange Limited’ and ‘Disclaimer
Clause of National Stock Exchange of India Limited’ beginning on page nos. 685 and 685
respectively of this Draft Letter of Offer, defined terms shall have the meaning given to such terms
in those sub-sections.
vi
SHOPPING. AND BEYOND. TM
NO OFFER IN OTHER JURISDICTIONS
The rights entitlement and Equity Shares of our Company have not been and may not be offered or sold,
directly or indirectly, and this Draft Letter of Offer may not be distributed in any jurisdiction outside of India.
Receipt of this Draft Letter of Offer will not constitute an offer in those jurisdictions in which it would be
illegal to make such an offer and, those circumstances, this Draft Letter of Offer must be treated as sent for
information only and should not be copied or redistributed. No person receiving a copy of this Draft Letter of
Offer in any territory other than in India may treat the same as constituting an invitation or offer to him, nor
should he in any event use the CAF. The Company will not accept any CAF where the address as indicated
by the applicant is not an Indian address. Accordingly, persons receiving a copy of this Draft Letter of Offer
should not, in connection with the Issue of Equity Shares or the rights entitlements, distribute or send the
same in or into the United States or any other jurisdiction where to do so would or might contravene local
securities laws or regulations. If this Draft Letter of Offer is received by any person in any such territory, or
by their agent or nominee, they must not seek to subscribe to the Equity Shares or the rights entitlements
referred to in this Draft Letter of Offer.
vii
SHOPPING. AND BEYOND. TM
CERTAIN CONVENTIONS - PRESENTATION OF FINANCIALS AND USE OF MARKET DATA
Unless stated otherwise, the financial data in this Draft Letter of Offer is derived from our restated financial
statements for the six months period ended September 30, 2007 and for the years ended March 31, 2007; 2006;
2005; 2004 and 2003; prepared in accordance with Indian GAAP and the Companies Act and restated in accordance
with SEBI Guidelines, as stated in the report of our statutory Auditors, M/s. Deloitte, Haskins & Sells, Chartered
Accountants, in the section titled “Financial Information” beginning on page 346 of this Draft Letter of Offer.
Our fiscal year commences on April 1 and ends on March 31 of a particular year. Unless stated otherwise, references
herein to a fiscal year (e.g., fiscal 2007), are to the fiscal year ended March 31 of a particular year.
In this Draft Letter of Offer, any discrepancies in any table between the total and the sum of the amounts listed are
due to rounding-off.
All references to “India” contained in this Draft Letter of Offer are to the Republic of India.
All references to “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of India.
All references to GBP are to the Great Britain Pound, the official currency of Great Britain.
All references to AED are to the Arab Emirate Dirham, the official currency of United Arab Emirates.
Market and industry data used throughout this Draft Letter of Offer has been obtained from publications (including
websites) available in public domain and internal Company reports. These publications generally state that the
information contained in those publications has been obtained from sources believed to be reliable but that their
accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that the
market data used in this Draft Letter of Offer is reliable, it has not been independently verified. Similarly, internal
Company reports, while believed to be reliable, have not been verified by any independent source.
viii
SHOPPING. AND BEYOND. TM
SECTION II – RISK FACTORS
FORWARD LOOKING STATEMENTS
We have included statements in this Draft Letter of Offer which contain words or phrases such as “will”,
“may”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”,
“plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar
expressions or variations of such expressions, that are “forward-looking statements”.
All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement.
Important factors that could cause actual results to differ materially from our expectations include but are not
limited to:
•
General economic and business conditions in the markets in which we operate and in the local, regional,
national and international economies;
•
Changes in laws and regulations relating to the sectors/areas in which we operate;
•
Increased competition in the sectors/areas in which we operate;
•
Our ability to successfully implement our growth strategy and expansion plans, and to successfully
launch and implement various projects and business plans for which funds are being raised through this
Issue;
•
Our ability to meet our capital expenditure requirements;
•
Fluctuations in operating costs;
•
Our ability to attract and retain qualified personnel;
•
Changes in technology;
•
Changes in political and social conditions in India or in countries that we may enter, the monetary and
interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest
rates, equity prices or other rates or prices;
•
The performance of the financial markets in India and globally; and
•
Any adverse outcome in the legal proceedings in which we are involved.
Neither we, our Directors, the Lead Managers, nor any of their respective affiliates have any obligation to
update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect
the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In
accordance with SEBI requirements, our Company, the Lead Managers will ensure that investors in India are
informed of material developments until such time as the grant of listing and trading permission by the Stock
Exchanges for the Equity Shares being offered on a rights basis.
For a further discussion of factors that could cause our actual results to differ, see the sections titled “Risk
Factors” “Business Overview” and “Management Discussion and Analysis” beginning on pages x, 56 and on
page 425 of this Draft Letter of Offer respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual future
gains or losses could materially differ from those that have been estimated.
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RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Draft Letter of Offer, including the risks and uncertainties described below, before making
an investment in our Equity Shares. If any of the following risks actually occur, our business, results of
operations and financial condition could suffer, the price of our Equity Shares could decline, and you may
loose all or part of your investment. The financial and other implications of material impact of risks
concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However there
are a few risk factors where the impact is not quantifiable and hence the same has not been disclosed in such
risk factors.
This Draft Letter of Offer also includes statistical and other data regarding the Indian Retail Industry. This
data was obtained from industry publications, reports and other sources that we and the Lead Manager
believe to be reliable. Neither we nor the Lead Manager have independently verified such data.
1.
Certain criminal complaints have been filed against some of our Promoters, which may have an
adverse impact on their directorship.
a. A criminal complaint bearing no. 304/SS/07 had been filed by the office of the Inspector of Legal
Metrology, Goregaon-A Division (hereinafter referred to as the Department of Legal Metrology)
interalia against Inorbit Malls India Private Limited, Mr. Chandru L Raheja, Mr. Ravi C.Raheja and
Mr. Neel C Raheja for the alleged contravention of the Section 39 of the Weights and Measures Act
and Rule 23(6) which are punishable Under Section 63 of the said Act. By an order dated February
17, 2007, the Additional Chief Metropolitan Magistrate, 24th Court, Borivali, Mumbai (CMM Court)
had issued process. Inorbit Malls (I) Private Limited and its Directors and others have filed Criminal
Revision Application No.532 of 2007 in the Sessions Court for Brihan Mumbai inter alia for the stay
and quashing, revising and/or setting aside the order dated February 17, 2007. By an order dated
June 06, 2007, Sessions Court has admitted the Criminal Revision Application with the stay on the
Criminal Proceedings filed by the Department in the Chief Metropolitan Magistrate Court till the
next date. Any adverse outcome of the same may have an adverse impact on their directorship.
b.
F.I.R. Bearing No. 33/08 lodged by Nusli Nevelli Wadia, the sole Administrator of the Estate
and Effects of the Late F.E.. Dinshaw (NNW) against Mr. C. L. Raheja, Mr. Ravi Raheja and
Mr. Neel Raheja, in respect of dispute between Ivory Properties & Hotels Private Limited and
NNW:
NNW is the owner of the large lands bearing Survey No. 504 of Malad and has inter alia entered
into a Development Agreement dated January 02, 1995 with Ivory Properties and Hotels Pvt Ltd
(Ivory) for development of portions of said lands as specified therein. Ivory Properties and
Hotels Private Limited is a Promoter company. In terms of the said Development Agreement,
the property is substantially developed by Ivory. In terms of the Development Agreement, 12% of
the consideration amount towards land component has been paid to NNW in respect of the
developed portions. NNW was guaranteed to receive minimum Rs. 75 crores within 10 years. NNW
has received an aggregate amount of about 120 crores from such purchasers as of date. NNW raised
certain issues regarding interpretation of the said Development Agreement and correspondence was
exchanged between NNW and Ivory. Ivory having already invoked the Arbitration Agreement, filed
an Arbitration Petition in 2008 in the High Court Bombay, which is pending. On the same day a
suit, bearing no. 414 of 2008, has been filed by Nusli Neville Wadia, in his capacity as the sole
administrator of the Estate and Effects of the Late F.E. Dinshaw (NNW) against Ivory Properties
and Hotels Private Limited and others in respect of a development agreement entered into by him
with Ivory Properties & Hotels Private Limited.
As also stated in the above suit, Nusli Neville Wadia, in his capacity as the sole administrator of the
Estate and Effects of the Late F.E. Dinshaw (NNW) has also lodged an F.I.R. Bearing No. 33/08
against Mr. C. L. Raheja, Mr. Ravi Raheja and Mr. Neel Raheja alleging commission of offences
under section 406, 409, 420 read with section 120 (h) of the Indian Penal Code 1860. Pursuant to
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the above, office of the Senior Inspector of Police issued Order/summons/letters addressed to Mr.
Ravi Raheja and Mr. Neel Raheja under section 91/160 Cr. P.C. to produce documents and for
attendance to his office. Any adverse outcome of the same may have an adverse impact on their
directorship.
2.
The following outstanding litigations are pending against our Company, our Subsidiaries, our
Promoters and Directors of our Company. For further details, please refer to the section titled
“Outstanding Litigation and Material Documents” beginning on page 448 of this Draft Letter of
Offer.
Our Company is involved in the following legal proceedings
Our Company is involved in certain legal proceedings and claims in relation to certain civil, labour,
property disputes and taxation matters incidental to our business and operations. We are also subject to
claims arising from Income Tax and sales tax disputes. These legal proceedings are pending at different
levels of adjudication before various courts and tribunals. Any adverse decision may affect our business
and results of operations. A classification of these legal and other proceedings instituted against and by
our Company are given in the following table:
Cases Filed against our Company
Total
number
of
pending cases / show
cause notices / summons
1
4
Financial Implications (to the extent
quantifiable, being express amounts
claimed) (Rs. in million)
80.14
Not Quantifiable
2
Not Quantifiable
Consumer Complaints
2
0.11
Trademark Cases
20
Not Quantifiable
Potential Litigation
49
6.80
Type
of
proceedings
legal
Income Tax
Money Recovery and
other Civil Suits
Labour,
Employees
and Trade Unions
Cases Filed by our Company
Type
of
proceedings
legal
Sales Tax
Money Recovery and
Other Civil Suits
Trademark Cases
Potential Litigation
Total
number
of
pending cases / show
cause notices / summons
2
6
Financial Implications (to the extent
quantifiable, being express amounts
claimed) (Rs. in million)
Not Quantifiable
699.25
24
Not Quantifiable
2
16.08
Subsidiaries of our Company are involved in the following Legal Proceedings:
Our Subsidiaries are involved in certain legal proceedings and claims in relation to certain civil, property
disputes, arbitration and taxation matters incidental to our business and operations. Our Subsidiaries are
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also subject to claims arising from Income Tax and sales tax disputes. These legal proceedings are
pending at different levels of adjudication before various courts and tribunals. Any adverse decision may
affect our business and results of operations. A classification of these legal and other proceedings
instituted against and by our Company are given in the following table:
Against the Subsidiaries
Type of legal proceedings
Total
number
of
pending cases / show
cause notices / summons
Civil Cases
1
Financial Implications (to the
extent
quantifiable,
being
express amounts claimed) (Rs.
in million)
Not Quantifiable
By the Subsidiaries
Type of legal proceedings
Total
number
of
pending cases / show
cause notices / summons
Sales Tax
Income Tax
Civil Cases
Potential
1
1
1
2
Financial Implications (to the
extent
quantifiable,
being
express amounts claimed) (Rs.
in million)
0.92
Not Quantifiable
2.96
Not Quantifiable
Similarly, our Directors, our Promoters, K. Raheja Corp. Group, Residual Entities, Mumbai Undivided
Entities and Southern Undivided Entities are involved in certain legal proceedings and claims in relation
to certain civil, criminal, labour, property disputes, arbitration and taxation matters. They are also subject
to claims arising from Income Tax and sales tax disputes. These legal proceedings are pending at
different levels of adjudication before various courts and tribunals. Any adverse decision may affect our
business and results of operations. For further details on the outstanding litigations pertaining to these
entities please refer to section titled “Outstanding Litigations and Material Developments” beginning on
page 448 of this Draft Letter of Offer.
3.
We may be subject to tax liabilities arising from survey by the Indian income tax authorities.
On February 21, 2008, we were subject to survey for TDS compliance related matters under section
133A of the Income Tax Act, 1961. During the course of survey, the income tax authorities have
recorded statements of certain of our officials and have also asked to furnish the details related to TDS
matters as per statement recorded during the course of survey. We have not received any
communication or demand notice so far from the income tax authorities in connection with the said
survey. Pending completion of such proceedings, tax liability if any that may arise on this account, is
presently unascertainable and will be recognized upon conclusion of survey proceedings. The required
information was submitted to the IT authorities on March 10, 2008.
4.
We may in the future face potential liabilities from lawsuits or claims by consumers.
We may face the risk of legal proceedings and claims being brought against us by our
customers/consumers for any defective product sold or any deficiency in our services to them.
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Also, since we have a large number of customers/consumers visiting our stores daily, we could face
liabilities should our customers/consumers face any loss or damage due to any unforeseen incident such
as fire, accident etc in our stores, which could cause financial and other damage to our
customers/consumers.
This may result in liabilities and/or financial claims for our Company as well as loss of business and
reputation. The Company has taken public and product liability insurance policies to cover the risk,
which may not adequately cover the loss/damages/claims.
5.
Non-receipt of Government and other regulatory approvals may affect our proposed expansion
plan.
We have not yet applied for and/or received/renewed all the government and other regulatory approvals
required for/with regard to the new stores proposed by us.
In case of non receipt or delayed receipt of the same, we may not be able to implement our proposed
expansion plans as scheduled, which may lead to cost overrun and have impact on our growth and
financial condition.
We have applied/ are in the process of applying for the renewal of licenses for our existing stores.
Following are the licenses pending for renewal:
Sr.
Pending Licenses / Approvals
No.
General
Application dated August 30, 2007 filed by our Company before Assistant Provident Fund
a)
Commissioner, Mumbai for issuance of fresh/ duplicate P.F. Coverage letter for P.F. Code
No. MH/KND/13484.
Application dated August 30, 2007 filed by our Company before Assistant Provident Fund
b)
Commissioner, Mumbai for issuance of fresh/ duplicates C-11 for code no.31-19353-121
filed before regional director, Mumbai.
Application dated October 12, 2006 made to the Labour Commissioner, Mumbai to avail
c)
exemption under section 11 (1) (a) & 18 of Bombay Shop & Establishment Act, 1948 for
keeping our stores open for 365 days at Mulund, Chembur, Bandra, Kandivali, Malad(w),
Dynamix Mall, Nucleus Mall and Shivaji nagar, Pune.
Gaurav Towers, Malviya Nagar, Jaipur
Application dated December 17, 2007 was sent to The Labour Commissioner, Jaipur by our
d)
Company regarding the Contract Labour License matter.
Metropolitan Mall, Gurgaon
Application dated February 15, 2008 made by our Company to Registering officer under
e)
Contract Labour ( Regulation and Ablolition) Act, 1970 for renewal of contract labour
License.
The Great Indian Place, Opposite Center Stage Mall, Noida
Application dated August 09, 2007, made by our Company to Labour Department, Noida
f)
for Registration under Contract Labour (Regulation and Abolition Act) 1970.
Rajouri Garden, Delhi
Application dated July 05, 2007 sent by our Company to MCD, West Zone, Delhi for
g)
seeking permission for use of Directional Signs.
Application dated October 16, 2007 sent by our Company to A.D.C., Delhi for seeking
h)
permission for display of advertisement for the trade products to be sold by us.
Ansal Plaza, Delhi
Application dated January 18, 2008 made by our Company to Municapal Corporation of
i)
Delhi, for fresh Trade Licence for the store.
City Centre, Salt Lake City, Kolkata
Application for Food Licence / NOC for selling of food items in our store at City Centre,
j)
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Kolkata, dated July 15, 2006.
Application has been made for Certificate of Enlistment for the year ending March 31, 2008
dated April 09, 2007 to Licencing Officer, Bidhannagar Municipality, in respect of trade in
departmental stores (non food items) for ground and 1st floor at Salt lake, City Centre,
Kolkata.
Forum Mall, Elgin Road, Kolkata
Application dated December 28, 2007 made by our Company to Chief Electric Inspector,
l)
West Bengal for renewal of license to work a lift bearing registration nos.10529 and 10528.
Shivaji Nagar, Pune
Application dated December 26, 2007 was made to the Additional Commissioner of Labour,
m)
Pune by our Company for renewing/ amending the Contract Labour License No. PN-1333.
Nucleus Mall, Pune
Application dated December 26, 2007 was made to the Additional Commissioner of Labour,
n)
Pune by our Company for renewing/ amending the Contract Labour License No. PN-1686.
Inorbit Mall, Mumbai
Application dated December 06, 2007 was made to the Commissioner of Labour, Mumbai
o)
by our Company for renewing/ amending the Contract Labour License No.
DYCL/CLA/2005/Rc-36/Desk-27.
Application dated Fenruary 25, 2008 for renewal of License Contract No. GL: MUM: 02024
p)
issued by the Indian Performing Right Society Limited, for Public Performance of Musical
Works and any words or any action to be sung, spoken or performed with the music.
k)
Krushal Commercial, Chembur, Mumbai
Application dated December 17, 2007 was made to the Commissioner of Labour, Mumbai
q)
by our Company for renewing/ amending the Contract Labour License No.
CL/CLA/REGN/PVT/36
Linking Road, Bandra, West
Application dated December 06, 2007 was made to the Commissioner of Labour, Mumbai
r)
by our Company for renewing/ amending the Contract Labour License No.
CL/CLA/REGN/PVT/36/Desk-27/28.
Dynamix Mall, Juhu, Mumbai
Application dated December 06, 2007 was made to the Commissioner of Labour, Mumbai
s)
by our Company for renewing/ amending the Contract Labour License No.
CL/CLA/REGN/PVT/104/Desk-27.
Mulund
Application dated December 06, 2007 was made to the Commissioner of Labour, Mumbai
t)
by our Company for renewing/ amending the Contract Labour License No. DYCL/CLA/
REGN/PVT/50/A-II/Desk-24/T-Ward.
Nucleus Mall, Pune
Application dated January 02, 2008 has been made to Pune Municipal Corporation asking
u)
for permission for alteration in the said store.
Mothercare, Freeway Mall, Ahemdabad
Application dated January 25, 2008 filed by our Company to the Inspector for the renewal
v)
of license bearing registration no.PII/ JOD/ 01/000130 under Bombay Shops and
Establishment Act, 1948
Pending approvals for Brio, Dynamix Mall, Juhu
Application dated December 31, 2007 for renewal of License No.166/Juhu dated April 21,
w)
2006 issued by Assistant Commissioner of Police for permitting the café to be open till 1:30
AM.
Any failure to apply for and obtain the required permits or approvals, or any suspension or revocation of
any of the licenses and approvals that have been or may be issued to us, may result in the interruption of
the operation of our existing stores or impede the opening of our proposed stores. Further, we cannot
assure you that we will be able to obtain and comply with all necessary licenses, permits and approvals
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required for our stores, or that changes in the governing regulations will not occur. Additionally, if we
fail to comply with all applicable regulations or if the regulations governing our business or their
implementation change, we may incur increased costs or be subject to penalties, which could disrupt our
operations and adversely affect our business and results of operations.
For details on the various material licenses obtained in relation to our existing and proposed stores, and
licenses and approvals applied for but not received and licenses and approvals that have not yet been
applied for in respect of the aforesaid please refer to the section titled “Government / Statutory
Approvals” beginning on page 657 of the Draft Letter of Offer.
6.
Non renewal of letter of intents or non execution of any definitive agreements may result in
disruption of our business operations at two of our speciality stores.
The letter of intents for two of our speciality stores namely “Crossword” and “Stop & Go” at terminal
1B, Mumbai Airport have expired on October 19, 2006 and have not been renewed since then. Non
renewal of the said letter of intents, or non execution of any definitive agreements may result in
disruption of our business operations at these locations.
7.
We may face a risk on account of not meeting our export obligations.
We have obtained licenses under Export Promotion Capital Goods scheme (“EPCG”). As per the
licensing requirement under the said scheme, we are required to export goods of a defined amount,
failing which, we have to make payment to the Government of India equivalent to the duty benefit
enjoyed by us under the said scheme along with interest. As on February 29, 2008 the total outstanding
export obligations under EPCG scheme are Rs. 285.55 million and the duty saved thereon is Rs. 35.69
million. Incase we fail to fulfil these export obligations in full, we will have to pay duty proportionate to
unfulfilled obligation along with the interest.
For further details on our Export Obligations please refer section titled “Government / Statutory
Appovals” on page 657 of this Draft Letter of Offer.
8.
Any adverse impact on the title /ownership rights/development rights of our landlords (including
our Promoters/ K. Raheja Corp Group) from whose premises we operate may impede our
Company’s effective operations of our stores/offices/distribution centers in the future.
All real estate from which we operate our stores/offices/distribution centers/ specialty stores are taken by
us on lease or sub-lease or leave and licence or conducting basis and /or other contractual arrangements
basis either from third parties or from our Promoters or the K. Raheja Corp Group. We may also enter
into such transactions with third parties and/or our Promoters or the K. Raheja Corp Group in future.
Any adverse impact on the title /ownership rights/development rights of our landlords (including our
Promoters or the K. Raheja Corp Group) from whose premises we operate our stores/our specialty stores
may impede our Company’s effective operations. We operate our Malad store from the premises
belonging to one of our Promoter companies, which is subject to litigation. Further the premises from
which we operate our Juhu Store, and which is taken on leave and license, is also subject to litigation.
We operate our Homestop store at Bangalore, Karnataka under a Conducting Agreement with one of our
Promoter companies. There may be litigation against our Promoter company in respect of the said
property due to the disputes between the G.L. Raheja family and the C. L. Raheja family. Any adverse
decision / litigation in this regard may impact our operations at that store and may require us to locate
alternate premises. The aggregate retail sales from the Malad store/ specialty stores located therein is Rs.
1013.22 million and Rs. 641.20 million as on March 31, 2007 and for the 6 months ended
September 30, 2007 respectively. The aggregate retail sales from the Juhu store/ specialty stores located
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therein in is Rs. 283.34 million and Rs. 193.22 million as on March 31, 2007 and for the 6 months
ended September 30, 2007 respectively. The aggregate retail sales from the Bangalore HomeStop store
is Rs. 181.08 million and Rs. 97.54 million as on March 31, 2007 and for the 6 months ended
September 30, 2007 respectively.
9.
Our customer offering includes a range of lifestyle merchandise, various services and aspirational
products and hence our ability to correctly understand fashion cycles and customer preference is
critical for our continued operations.
We are a retailer of lifestyle and aspirational products and services. Our success is dependent on our
ability to meet our customers’ requirements on a continued basis. Customer preferences can change with
change in fashion and trends, and their service level expectations too can change from time to time.
Our success depends partly upon our ability to anticipate and respond to such changing consumer
preferences and fashion trends in a timely manner. Any repeated failure by us to identify and respond to
such emerging trends in lifestyle and consumer preferences or our competitors being more successful
than us in such identification or response, could have a material adverse effect on our business.
10. Our business is seasonal in nature with the October-December quarter being our best quarter. Any
substantial decrease in our sales in this quarter can have a material adverse impact on our
financial performance.
Our business exhibits seasonality due to the bunching up of festivals like Durga Puja, Diwali, Christmas,
etc. in the third quarter of our financial year (October-December quarter), in which historically we have
reported higher sales. In our kind of formats the fixed costs like lease rentals, employee costs, store
operating costs, distribution and logistics costs form a substantial portion of our costs. Since overheads in
the retail business are largely fixed, our quarterly profits traditionally have been higher during this
quarter. Any substantial decrease in sales for the October-December quarter could have a material
adverse effect on our financial condition and results of operations.
11. As some of our merchandise is fashion driven and seasonal, any difference between our forecasts
and actual customer off take can impact us adversely.
We plan our offerings based on the forecast fashion and trends for the forthcoming season. As a part of
our inventory management, we write off the seasonal stock which is more than 12 months old. Any
mismatch between our planning and the actual off take by customers can impact us adversely, leading to
potentially excess inventory and requiring us to resort to higher markdown and thus lower margins, in
order to clear such inventory. We cannot assure that even with lower markdowns, we would be able to
clear such inventory and which may lead to sales at zero margins/loss or even disposal of stock at zero
realisation.
12. We are highly dependant on our First Citizens for our revenues
We had 971,537 First Citizen members as on December 31, 2007 who are our loyal customers. First
Citizen Members accounted for 61% of our gross retail sales (for the period between April 1, 2007 and
December 31, 2007). We cannot assure that we will be able to increase or maintain this base of
customers or the level of sales to them. Any shift in the preferences or loyalty of this customer base or
any change in their spending pattern may impact our performance.
13. We face competition from existing retailers and potential entrants to the retail industry that may
adversely affect our competitive position and our profitability
Loss of market share and competitors and competition may adversely affect our profitability. We face
competition for customers from other departmental stores, speciality stores and other retailers in the
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organized and unorganized markets. We expect competition could increase with new entrants coming
into retail industry and existing players consolidating their positions.
Some of our competitors may have access to significantly greater resources and hence the ability to
compete more effectively. As a result of competition, we may have to price our merchandise at levels
that reduce our margins, increase our capital expenditures in order to differentiate ourselves from other
retailers and increase our advertising and distribution expenditures, which may adversely affect our
business. With increased number of retailers in the market there may be increased competition for good
store locations impacting our costs.
14. Risks arising on account of business contracts entered into by us
We have entered into contracts in the course of its business. Some of the contracts entered into by us are
with entities outside India and provide for venue for arbitration and/or jurisdiction in courts outside India.
The legal and other costs that we may incur in initiating and/or defending any actions arising out of such
contracts could be significantly higher outside India than in India. Further, we may not always be able to
enforce or execute judgements obtained in foreign courts and tribunals against the relevant
counterparties. The aforesaid could have a material adverse impact on our business, operations and
financial condition.
15. We are dependent upon other entities for our manufacturing and distribution process
Part of the manufacturing process for our private labels is outsourced to our vendors. The Distribution
Center management is outsourced to service providers such as Toll (India) Logistics Private Limited,
(formerly known as Sembcorp Logistics (India) Private Limited.
We are exposed to the risk of our service providers and vendors failing to adhere to the standards set for
them by us in respect of quality and quantum of production and distribution which in turn could
adversely affect our net sales and revenues. In addition, certain of our service providers and vendors are
retained on a non-exclusive basis and may engage in other businesses that may even compete with ours.
If our competitors provide better incentives to our service providers and vendors, it may result in our
service providers and vendors promoting the products of our competitors instead of ours.
16. Our applications for registration of some of our trademarks are still pending with the relevant
trademark authorities as a result of which we may have lesser recourse to initiate legal proceedings
to protect our in-house product brands. This may lead to a dilution in the brand value of our inhouse product brands.
Out of the various trademarks under which we presently market our in-house products, 379 are registered
in the name of our Company. 14 registered trademarks of one of our Subsidiaries, Upasna Trading
Limited and 28 registered trademarks of one of our Promoters, Ivory Properties and Hotels Private
Limited have been assigned to our Company. For the rest, applications for the registration of the
remaining trademarks in the name of our Company have been submitted to the relevant trademark
authorities as on the date of this Draft Letter of Offer and are still pending with them. Pending the
registration of these trademarks we may have a lesser recourse to initiate legal proceedings to protect our
in-house brands.
This may lead to a dilution in the brand value of our in house product brands. We have also received
notices of opposition with respect to some of the applications seeking registration of certain trademarks
in the name of our Company and we/our Subsidiaries have filed oppositions in respect of certain
trademarks. For details in relations to those oppositions, please refer to the section titled “Outstanding
Litigation and Other Material Developemnt” beginning at page 448 of this Draft Letter of Offer.
Our success with our in-house brands/labels depends, in part on our ability to protect and defend our
current and future intellectual property rights relating to such brands. If, we fail to adequately protect our
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intellectual property, competitors may manufacture, and market products under brands similar to our
brands, which may have an adverse effect on the goodwill of our brands. Any infringement claims which
are successful against us could expose us to significant liabilities.
17. Our business plans may need substantial capital and additional financing in the form of debt
and/or equity to meet our requirements.
Our proposed business plans are being substantially funded through this Issue and partly by our internal
cash accruals. However the actual amount and timing of future capital requirements may differ from
estimates including but not limited to unforeseen delays or cost over runs, delays in handing over
properties, unanticipated expenses, market developments or new opportunities in the industry. We may
also not be able to generate internal cash in our Company as estimated and may have to resort to alternate
sources of funds.
Sources of additional financing may include commercial borrowings, vendor financing, or issue of equity
or debt instruments. If we decide to raise additional funds through the debt route, the interest obligations
would increase and we may be subject to additional covenants, which could limit our ability to access
cash flows from the operations. If we decide to raise additional funds through equity route, your
shareholding in our Company could get diluted.
18. Our inability to deliver as per our business plan could have an adverse impact on our business
Our business plan includes opening of new Shoppers’ Stop stores and speciality stores, over the next few
years. Our success in achieving future growth through these methods is dependent upon our ability to
obtain suitable store sites and in setting up our new stores, and where applicable, hiring appropriate store
personnel. There can be no assurance that we would be able to renovate existing stores or acquire, open
or operate new stores on a timely or profitable basis or that comparable store sales will increase in the
future.
We have experienced reasonable growth in recent periods. However, our future growth plans can place
significant demands on our management and other resources. Hence, there can be no assurance that we
will be able to execute our strategy on time and within budget or that we will meet the expectations of the
customers and achieve our planned growth.
We also rely on various real estate developers for our store sites. Any delay by the developers in handing
over the possession of store sites to us may lead to delays in our opening of stores and impact our roll out
schedules and cause cost and time over runs. Any failure by our management to effectively implement an
expansion strategy could have a material adverse effect on our business and operations.
In the past, there have been instances of delays in obtaining possession of the store sites.
19. We have not yet executed the required definitive agreements or arrangements for fully utilizing
Issue proceeds. Also, we have not yet finalized consultants and contractors for several of our
proposed new stores.
We have executed preliminary contractual agreements for 17 of our new store sites. However, we are yet
to execute the definitive agreements for these stores, for which we are raising funds through this Issue.
We have not yet finalized consultants and contractors for several of our proposed new stores nor have we
placed orders for the equipment and furniture that we may require.
We cannot assure that we will be handed over these properties or that we would be able to open these
proposed stores as planned. We have experienced such delays in the past and there is also a possibility of
us not even being handed over such property in the absence of the definitive agreements. Such delays
may adversely affect our expansion plans. Further, we have not identified any properties for our proposed
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speciality stores and any delay in identification of properties and further execution of arrangements for
the same may delay and adversely affect our expansion plans.
We open speciality store s based on the available apportunity in the market. As on date we have not
decided the format of speicality stores we are planning to open from the proceeds of this Issue.
20. The proceeds from this Issue are to be Invested in our Subsidiary, Gateway Multichannel Retail
(India) Limited (“Gateway”).
We are proposing to invest Rs. 408 million out of the total Issue proceeds for equity investment in
Gateway, which is our 51% Subsidiary.
Gateway has been setup to carry on business of catalogue stores, call and collect stores, internet retail
website and telephone orders under the name “Hypercity-Argos”.
In our belief, this would be a retail format that is entirely new to us as well as the Indian market. Gateway
commenced its business operations from December 05, 2007 and has opened five stores at Thane. As this
is a new line of business, it will be difficult to predict the acceptance or success of such a formats in
India. Any adverse impact, or the failure or non-acceptance of this new format implemented by Gateway
will adversely affect the returns on our investment.
21. The objects of this Issue have not been appraised by any bank or financial institution.
The fund requirement and deployment, as mentioned in the section titled “Objects of the Issue”
beginning on page 32 of this Draft Letter of Offer, is based on internal management estimates and has not
been appraised by any bank or financial institution. We cannot assure that the current business plan will
be implemented in its entirety. In view of the highly competitive and dynamic nature of the industry in
which we operate, we may have to revise our business plan from time to time and consequently our fund
requirement. The deployment of the funds towards the objects of the Issue is entirely at the discretion of
our Board of Directors and is not subject to monitoring by external independent agency.
22. We cannot determine the amount that we shall raise pursuant to the exercise of the Warrants.
The price at which our Equity Shares are traded during the Warrant Exercise Period is material to the
determination of our Warrant Exercise Price. Further, conversion of Warrants is at the option of the
Warrantholders, and we cannot assure that all the Warrantholders will convert the Warrants into Equity
Shares, which may result in our Company not being able to meet its fund requirements from the
conversion of the Warrants, and the same may affect our Company’s proposed expansion plans
adversely.
23. The Cap Price will not be indicative of the market price of the shares
The Cap Price will not be indicative of the market price of the Shares or our expectation of the market
price of the shares nor will it have any relation to the market price of the Shares. The Cap Price will be
determined based on our assessment of our requirement of funds in the period marked for the conversion
of the warrants. The market price of the shares will not be considered in determining the Cap Price.
24. We have certain arrangements with our Promoters.
We have conducting arrangements and leave and licence agreements with our Promoters, namely Ivory
Properties and Hotels Private Limited, and leave and licence agreements with K. Raheja Private Limited
and Inorbit Malls (India) Private Limited under which we are to pay certain conducting/licence fee to
them. We have made payments amounting to Rs. 138.02 million and Rs. 102.94 million to our Promoter,
named above under these arrangements in the year ending March 31, 2007 and six months ended
September 30, 2007, respectively.
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25. As on the date of this Draft Letter of Offer, there are family disputes between some of our
Promoters and the G. L. Raheja family as a result of which there could arise, from time to time,
claims and counterclaims, between some of our Promoters and the G. L. Raheja family. Some of
these claims and counterclaims may have an impact on our Promoters. Nevertheless, the existence,
value, impact and resulting liability, if any with regard to such claims cannot be ascertained as on
the date of this Draft Letter of Offer. Further due to the nature of the family disputes and given
that follow-up action with respect to the distribution of the Mumbai Undivided Entities was not
completed and is outstanding, as on the date of this Draft Letter of Offer the Promoters have
disclosed all information available with them which will not be complete and accurate with respect
to the Mumbai Undivided Entities.
Our Promoters have informed us as follows:
As on the date of this Draft Letter of Offer, there are family disputes between some of our Promoters and
the G. L. Raheja family as a result of which there could arise, from time to time, claims and
counterclaims, between some of our Promoters and the G. L. Raheja family. Some of these claims and
counterclaims may have an impact on our Promoters. Nevertheless, the existence, value, impact and
resulting liability, if any with regard to such claims cannot be ascertained as on the date of this Draft
Letter of Offer. The details of the correspondence between the two groups in relation to the Draft Letter
of Offer are contained in the section titled “Outstanding Litigations” under the heading of potential
litigations. Further, the Promoters have disclosed in the section titled “Outstanding Litigations” the
details of litigations relating to the Mumbai Undivided Entities in respect of which our Promoters and/or
Mumbai Undivided Entities are involved and in respect of which details of proceedings or other papers
are available with them. However, due to the nature of the family disputes and given that follow-up
action with respect to the distribution of the Mumbai Undivided Entities and Southern Undivided Entities
was not completed and is outstanding as on the date of this Draft Letter of Offer, the Promoters are not in
a position to state with certainty that the list encompasses all litigations in relation to the Mumbai
Undivided Entities, as it may be possible that certain papers relating to legal proceedings may be in the
possession of the G.L. Raheja family.
Our Promoters had, at the time of the initial public offering of our Company, approached the GL Raheja
group seeking information and clarifications in respect of the Mumbai Undivided Entities for inclusion of
the same in the prospectus. However, no additional information was provided by members of the GL
Raheja family in respect of the above, although various letters were addressed by G. L. Raheja to the
regulator as well as merchant bankers appointed at the time of the initial public offering of our Company.
In these letters various allegations were made, and members of the GL Raheja group had inter alia
alleged that our Promoters had failed to disclose all relevant information to the public, and were trying to
mislead the public, which allegations had been denied by our Promoters in their reply sent to the GL
Raheja group at that time. Our Promoters have also approached Mr. GL Raheja prior to the filing of this
Draft Letter of Offer with SEBI, vide letter dated December 06, 2007, wherein they have sought
information relating to the Mumbai Undivided Entities as well as confirmation and updation of the
information contained in an annexure to the said letter. Mr. GL Raheja has, vide his reply dated
December 20, 2007, has stated that the disclosure made in the Prospectus at the time of the initial public
offering of our Company was a distortion of true and fair picture of the Mumbai Undivided Entities, and
therefore, the information contained in the Draft Letter of Offer, based on the information contained in
the Prospectus cannot but be a distortion of facts. Mr. G.L. Raheja has, in his aforementioned letter dated
December 20, 2007, further stated that factually, all papers, records and documents relating to the MUEs
have, except in certain identified cases, always been with and continue to be with the C.L. Raheja Group,
which has been denied and disputed by our Promoters vide letter dated December 26, 2007 written by
one of Promoters to Mr. GL Raheja. Mr. GL Raheja has, in the aforementioned letter also declined from
confirming or admitting the correctness or authenticity of the information which has been set out in the
annexure to the letter dated December 06, 2007 mentioned above. All contentions and allegations raised
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by Mr. GL Raheja in his letter dated December 20, 2007 have been disputed and denied by our
Promoters vide the aforementioned letter dated December 26, 2007.
Consequently, neither we nor our Promoters are in a position to, as on the date of this Draft Letter of
Offer ascertain the accuracy or the completeness of the disclosures relating to the Mumbai Undivided
Entities as made in this Draft Letter of Offer. It is also possible that the disclosures made in relation to
the Mumbai Undivided Entities as contained in this Draft Letter of Offer may be further disputed by the
G.L. Raheja group. To the extent possible, our Promoters have quantified the liability or contingent
liability in respect of the said entities. However the same is inter-alia based on non-finalised and disputed
accounts between the G.L. Raheja group and our Promoters. Consequently:
(a) neither we nor our Promoters , as on the date of this Draft Letter of Offer, are in a position to
ascertain the accuracy or the completeness of the disclosures relating to Mumbai Undivided Entities
made in this Draft Letter of Offer since our Promoters have disclosed all information available with
them which will not be complete and accurate.
(b) neither we nor our Promoters, as on the date of this Draft Letter of Offer, are in a position to
ascertain the accuracy or the completeness of the disclosures relating to the Southern Undivided
Entities as made in this Draft Letter of Offer.
Further our Promoters are unable to state with certainty about any liability or contingent liability in
respect of the said entities. The Promoters have certified that pursuant to a family arrangement dated
December 9, 1996 (the “Arrangement”) executed between G.L. Raheja, Sandeep G. Raheja, Durga S.
Raheja, Sabita R. Narang (Nee Sabita G. Raheja) and Sonali N. Arora (Nee Sonali G. Raheja)
representing the G.L. Raheja family (the ‘G.L. Raheja family’) and Chandru L. Raheja, Jyoti C. Raheja,
Ravi C. Raheja and Neel C. Raheja representing the Chandru L. Raheja family (the ‘C.L.Raheja family’),
all the immovable properties, businesses and assets, including shareholding and ownership of companies
mentioned in the said Arrangement, which were jointly owned and controlled by both the families prior
to the said 9th December, 1996 (hereinafter collectively the “Properties”), were distributed between
these two families by their mutual consent in accordance with what was agreed interalia between both the
families in documents / writings dated April 5, 1996 and November 16, 1996 (the “Writings”).
The Promoters have clarified that all the Properties have been fully and completely distributed and vested
in accordance with the Arrangement including the completion of the formality of documentation. In some
cases due to family disputes and differences, certain further assurances and follow-up action in relation to
the companies/ entities/ properties etc. as mentioned aforesaid was not completed and is outstanding till
the date of this Draft Letter of Offer. These matters are more specifically:
(a) In respect of a few of the immovable properties, documentation and/or possession in favour of the
respective families was not completed/handed over;
(b) In respect of few of the Properties, some documents, papers, certificates and deeds in respect of the
said Properties were not exchanged between the respective families. In respect of the same, certain
correspondence has been exchanged between the K Raheja Corp Group and the G. L. Raheja group.
Additionally, certain suits have been filed by the G. L. Raheja group against some of our Promoters,
where delivery of certain documents has been sought. We have been informed by our Promoters that
replies to the same are yet to be filed. For further details, please refer to the Section titled “
Outstanding Litigations and Material Developments ” beginning on page 448 of this Draft Letter of
Offer;
(c) While transferring shares of certain companies that formed part of the Properties, according to the
Promoters certain immovable properties and assets remained to be valued.
(d) Certain of the Properties distributed also carried with them the responsibility of making repayment
of certain third party loans and liabilities. While the Properties and the loans and liabilities may have
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been distributed to one family group, the loans and liabilities may still be secured by certain
guarantees and other securities which were provided by the other family group, which guarantees
and securities had to be released as per the Arrangement. While releases in respect of such
guarantees and securities have been done in most cases, there may be certain cases where the
formalities of such release were not completed by the concerned family.
Contentions in this regard may be raised by the two families.
Further, as on the date of this Draft Letter of Offer, apart from the Properties there are certain other
properties and entities:
(a) which are jointly owned and controlled by both the families (the “Mumbai Undivided Properties
and Entities”) and are not distributed, although the C. L. Raheja family and the G. L. Raheja family
had agreed to carry out the said distribution pursuant to the Writings and/or the Arrangement; and
(b) which are jointly owned and controlled by both the families together with the family of their brotherin law (sister’s family) (the “Southern Undivided Companies and Entities”) and are not
distributed, although the C.L. Raheja family and the G. L. Raheja family had agreed to carry out the
said distribution pursuant to the Writings and/or the Arrangement, which has also been confirmed by
the family of their brother-in-law (sister’s family) in various affidavits filed in relation to pending
litigations which are more particularly disclosed in the section titled –‘Outstanding Litigations and
Material Documents’ on page 448 of this Draft Letter of Offer;
the separation/distribution of which is pending due to family differences and disputes.
Consequent to the above, the complete and full implementation of the aforesaid Writings has not been
completed till date.
Therefore, there could arise, and may have arisen, from time to time claims and counterclaims, between
the C.L. Raheja family and the G.L. Raheja family with respect to such entities. We understand from the
Promoters that the existence, value and impact of the same cannot be presently ascertained.
There are some existing allegations, claims and counterclaims which are pending between the C. L.
Raheja family and the G.L. Raheja family as on the date of this Draft Letter of Offer. For more detailed
information please see section titled ‘Outstanding Litigations and Material Documents’ on page 448 of
this Draft Letter of Offer.
However, since these entities were co promoted by some of the Promoters, consequently they could be
treated as companies promoted by the Promoters within the ambit of SEBI Guidelines. The Promoters
alone are not in ownership and control of these entities and these are subject matter of the abovementioned family differences and disputes.
Mumbai Undivided Properties and Entities
The Mumbai Undivided Properties and Entities comprise of various companies, partnership firms and
trusts. The registered office / office of most of the said Mumbai Undivided Properties and Entities
continues to be at the office of the Promoters at Construction House A, Khar, Mumbai (which used to be
the registered office of those entities even prior to the aforesaid distribution as specified in the Writings).
In respect of the Mumbai Undivided Entities, the Promoters have provided information to the extent
available with them. Some or all of the information so disclosed by the Promoters is disputed by the G.
L. Raheja family and correspondence has been exchanged between the two families in this regard. In the
circumstances, the Promoters are not in a position to certify the completeness and accuracy and therefore
the correctness of the information provided in this Draft Letter of Offer in relation to the Mumbai
undivided Entities.
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Since the time of the said distribution, these entities are largely dormant except for certain transactions
like repayment of borrowings, sale of stock in trade, suit filed for recovery of amounts and administrative
overheads, etc. Further members of both the families have separately operated bank accounts of some of
those entities.
Both the families have separately in their possession various documents, papers, records, assets, etc. of
the said Mumbai Undivided Properties and Entities. Further, the companies comprising the Mumbai
Undivided Entities may not have been in a position to complete any of the statutory registers in the
absence of meetings and sharing of data between the families, which has made the finalisation of
accounts, audit, filing of various returns and forms with different authorities and various other statutory
compliances difficult and has resulted in the same not having been completed for several years. Several
filings and compliances have not been made due to the said family disputes and the fact that the C.L.
Raheja Family alone is not in ownership and control of the said Mumbai Undivided Entities. The G. L.
Raheja family has however contended that the C. L. Raheja family attempted to wrongly assume control
over such Mumbai Undivided Entities.
Various private trusts were constituted, under which the members of the K. Raheja Corp Group were,
along with certain other person]s, beneficiaries. These private trusts were so organized such that only one
trust was engaged in carrying on business, while the other remaining trusts were only direct or indirect
beneficiaries of the aforesaid private trust carrying on business. Some of these trusts were also partners in
partnership firms (for the purpose of sharing in the profits and losses, although not involved in the day to
day operation of the business of such partnership firms). We understand from the Promoters that while
the affairs of the private trust which was carrying on business have been wound up and the trusts, which
were partners in some partnership firms have ceased to be partners and complete distribution of assets
has also taken place, in some of the beneficiary trusts, though the date of distribution of assets have
passed, due to the pending disputes between the C. L. Raheja family and the G. L. Raheja family, certain
assets are yet to be distributed. Our Promoters believe that the amounts involved in these trusts are
insignificant and are not expected to have any material impact on our Company or our Promoters.
Due to the nature of the family dispute as mentioned above , and the fact that documents relating to the
business of the Mumbai Undivided Entities is in the possession of both the CL Raheja family and the GL
Raheja family, and given that follow-up action with respect to the distribution of the Mumbai Undivided
Entities has not been completed till date and is outstanding, as on the date of this Draft Letter of Offer,
the existence, value, impact and resulting liability, if any with regard to any such claims involving the
Mumbai Undivided Properties and Entities cannot be ascertained as on the date of this Draft Letter of
Offer. Further, our Promoters have disclosed all information available with them which will not be
complete and accurate with respect to the Mumbai Undivided Entities. Mr. G.L. Raheja has also
indicated in his correspondence at the time of the initial public offering of our Company that the
information provided by the Promoters in relation to the Mumbai Undivided Entities is incorrect and
incomplete.
Our Promoters have also approached Mr. GL Raheja prior to the filing of this Draft Letter of Offer with
SEBI, vide letter dated December 06, 2007, wherein they have sought information relating to the
Mumbai Undivided Entities as well as confirmation and updation of the information contained in an
annexure to the said letter. Mr. GL Raheja has, vide his reply dated December 20, 2007, has stated that
the disclosure made in the Prospectus at the time of the initial public offering of our Company was a
distortion of true and fair picture of the Mumbai Undivided Entities, and therefore, the information
contained in the Draft Letter of Offer, based on the information contained in the Prospectus cannot but be
a distortion of facts. Mr. G.L. Raheja has, in his aforementioned letter dated December 20, 2007, further
stated that factually, all papers, records and documents relating to the MUEs have, except in certain
identified cases, always been with and continue to be with the C.L. Raheja Group, which has been denied
and disputed by our Promoters vide letter dated December 26, 2007 written by one of Promoters to Mr.
GL Raheja. Mr. GL Raheja has, in the aforementioned letter also declined from confirming or admitting
the correctness or authenticity of the information which has been set out in the annexure to the letter
dated December 06, 2007 mentioned above. All contentions and allegations raised by Mr. G L Raheja in
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his letter dated December 20, 2007 have been disputed and denied by our Promoters vide the
aforementioned letter dated December 26, 2007.
In view of the above, the finalisation of accounts, audit, filing of various returns and forms with different
authorities (including annual returns and annual accounts), convening/holding of board meetings, general
meetings and various other statutory compliances for several years have not been made. Other statutory
compliances may also have not been fully carried out. Also several tax returns have been filed by the C.
L. Raheja Group pursuant to notices received from the tax authorities or otherwise and the full effect of
the demands/liabilities would not have been reflected in the books of account. Similarly, tax refunds due
and interest thereon, if any, would not have been fully accounted. Provisions have also not been made on
account of any of the non-filing and non-compliances. Our Promoters have been unable to state with
certainty about any liabilities or contingent liability other than those reflected in the annual audited
accounts of those entities. Further compliance has not been done with various orders of the Company
Law Board where certain fresh preference shares were to be issued in place of certain existing preference
shares of the Mumbai Undivided Entities. The very filing of certain of these petitions with the Company
Law Board, Western Region Bench, Mumbai, pursuant to which the said orders are received, is a point of
dispute between C.L. Raheja family and the G.L. Raheja family and correspondence has been exchanged
in this regard. Also certain of the Mumbai Undivided Entities may have become defunct companies,
although no action to strike the same off the record has been taken by the relevant registrars. It is possible
that consequences may follow in relation to the same which may affect all the directors, shareholders,
partners, trustees of the Mumbai Undivided Entities.
Section 274(1) (g) (A) of the Act inter-alia provides for disqualification of directors of public companies
which have not filed the annual accounts and annual returns for any continuous three financial years
commencing on and after April 01, 1999. Further the Act provides that such persons shall not be eligible
to be appointed as a director of any other public company for a period of 5 years from the date on which
such public company, in which such person is a director, failed to file annual accounts and annual
returns.
In respect of public limited companies forming part of the Mumbai Undivided Entities, no annual returns
and annual accounts have been filed with RoC for the last several years as a result of differences/disputes
between both the families / groups. All or any of our Promoter Directors were directors with such
companies and as stated in the notes to the chart of directors of the said public companies (forming part
of Mumbai Undivided Entities) in the Promoters section of Draft Letter of Offer, our Promoter Directors
would be deemed to have retired by rotation on the applicable dates on which the annual general meeting
ought to have been held as per the requirements of law. In the correspondence between Mr. G. L. Raheja
and our Promoter Directors at the time of the initial public offering of our Company, which has been
reiterated by Mr. G. L. Raheja in reply dated December 20, 2007 as mentioned above, Mr. G. L. Raheja
has in this regard made certain allegations which our Promoters have denied and disputed and continue to
deny and dispute.
Mr. G. L. Raheja has in addition also made certain other allegations relating to the Promoter Directors
having held out as being directors of some of the private companies forming part of the Mumbai
Undivided Entities after the date they may have ceased to be directors, and our Promoters have denied
and continue to deny the consequences therefrom.
Southern Undivided Companies and Entities
The Southern Undivided Companies and Entities comprise of various companies, partnership firms and
trusts. In respect of the South Entities, our Promoters have relied upon and fully disclosed all the details
provided by the other family members and administrators appointed in respect of some of the entities and
also the information available with them in this regard.
In respect of one of such companies, i.e. Mass Traders Private Limited the finalisation of accounts, audit,
filing of various returns and forms with different authorities and various other statutory compliances for
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last several years have not been made due to family differences and disputes as mentioned above.
Further, in respect of the remaining entities some of the statutory compliances, etc. may not have been
fully carried out due to the said family differences and disputes.
Subsequent to the initial public offering by our Company, members of the Menda Group (family of the
brother-in-law of Chandru L Raheja and GL Raheja), who were looking after the running of the day to
day activities of the Southern Undivided Entities, have indicated their inability to continue to carry out
the same, and have, in their correspondences addressed to members of the GL Raheja family and the CL
Raheja family in this regard, informed members of the CL Raheja Group and the GL Raheja Group
through various letters that it would not be possible for them to attend to the day to day affairs of the
companies and other entities comprising the Southern Undivided Entities, and requesting the other
groups to take adequate measures/ make alternate arrangements in respect of running of the day to day
activities of the Southern Undivided Entities. They have also tendered their resignations in respect of
directorship of certain companies comprising the Southern Undivided Entities with effect from certain
identified dates in 2005 and 2006. However, our Promoters continue to insist that members of the Menda
group should continue to look after the day to day affairs of the Southern Undivided Entities from the
office of the Southern Undivided Entities at Bangalore. Our Promoters have, through various letters
addressed to members of the Menda Group in this regard, requested them to continue to look after in the
running of the day to day activities of the Southern Undivided Entities, until the completion of division
of properties and entities comprising the Southern Undivided Entities in accordance with the Writings
and amicable settlement of disputes between our Promoters and the GL Raheja Group, which request has
allegedly not been accepted by members of the Menda group. Consequently, following their alleged
resignation and withdrawal from looking after the day to day activities of the Southern Undivided
Entities, statutory compliances, including finalization and filing of accounts, conduct of statutory
meetings and tax related obligations may have not been complied with.
Members of the Menda group have, from time to time, sent certain letters to the CL Raheja group, with
copies being marked to the GL Raheja group apprising them of the present situation in respect of the
Southern Undivided Entities, and also forwarding to them certain letters/ notices received by them in
respect of the Southern Undivided Entities. Our Promoters have disclosed the liabilities, contingent
liabilities and potential litigation; to the extent such information is available with them, based on the
finalized account statements of the Southern Undivided Entities prepared prior to the alleged resignation
of members of the Menda group from looking after the day to day affairs of the Southern Undivided
Entities and the correspondence received from them from time to time.
Vide a letter dated August 31, 2007 (“the Promoters’ Letter”), our Promoters had approached members
of the Menda group prior to filing this Draft Letter of Offer with the SEBI for confirmation of the
information pertaining to the Southern Undivided Entities contained herein and also for any updation in
respect of the same. However, Mr. Arjun Menda, a member of the Menda group has, in a letter dated
September 06, 2007 addressed to Mr. Neel Raheja, one of our Promoters, in response to the Promoters’
Letter, stated that he has allegedly resigned from directorship of various companies listed in the
Promoters’ Letter and has stopped looking after the affairs of the companies and partnership firm listed
in the Promoters’ Letter, in view of which, he would not be able to send any information to the Promoters
on the latest position on the various points enumerated in the Promoters’ Letter.
We have been informed by our Promoters that an administrator has been appointed by the relevant
judicial authorities vide an order dated November 16, 2006 to conduct and oversee the day to day affairs
of Raj Trust, one of the entities comprising the Southern Undivided Entities. Our Promoters have
approached the administrator, Hon’ble Mr. Justice RG Vaidyanatha and have requested him, vide a letter
dated September 01, 2007 to provide confirmations and updates in respect of the information in this Draft
Letter of Offer in relation to Raj Trust. Mr. Vaidyanatha has provided relevant confirmations and
updates in respect of the entity concerned vide a letter dated September 17, 2007, which confirmations
and updation have been duly incorporated into this Draft Letter of Offer. Mr. Vaidyanatha, vide
Certificate dated February 19, 2008 has further confirmed that there are no changes to the contents of the
letter dated September 11, 2007.
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In view of the foregoing, and also the fact that C.L. Raheja Family alone is not in ownership and control
of the said Southern Undivided Companies and Entities and due to said non-compliances (herein
mentioned in this clause), our Promoters are unable to state with certainty about any liabilities or
contingent liability other than those reflected in the annual audited accounts of those entities and as
inferred by them from the correspondence exchanged with members of the Menda group. It is also
pertinent to note at this juncture that the annual reports in respect of the Southern Undivided Entities
have not been finalised after the alleged resignation of members of the Menda group from directorship of
the various entities comprising the Southern Undivided Entities, as a consequence of which, the liabilities
and contingent liabilities as mentioned above may not provide a true, complete and updated account of
the same accruing to the Southern Undivided Entities.
Our Promoters have disclosed in the section titled “Outstanding Litigation and Material Developments”
beginning on page 448 of this Draft Letter of Offer, pending litigation/ disputes as well as potential
litigation in respect of these entities, on the basis of information/ papers available with them and
correspondence received by them in this regard from members of the Menda group or other third parties.
However, due to the peculiar circumstances, our Promoters are not in a position to certify with certainty
the comprehensiveness or completeness of the information relating to these entities. However, except
with regard to the premises at Bangalore from which we operate our store, our Promoters do not expect
any material impact on account of the disputes relating to these entities in the operations of our
Company.
The existence, value, impact and resulting liability, if any, with regard to any such claims involving the
Mumbai Undivided Properties and Entities and/or the Southern Undivided Entities cannot be ascertained
as on the date of this Draft Letter of Offer. Further, due to the nature of the family disputes and given that
follow-up action with respect to the distribution of the Mumbai Undivided Entities and South Undivided
Entities was not completed and is outstanding,
(a) neither we nor our Promoters, as on the date of this Draft Letter of Offer, are in a position to
ascertain the accuracy or the completeness of the disclosures relating to Mumbai Undivided Entities
made in this Draft Letter of Offer since our Promoters have disclosed all information available with
them which will not be complete, updated and accurate.
(b) neither we nor our Promoters, as on the date of this Draft Letter of Offer, are in a position to
ascertain the accuracy or the completeness of the disclosures relating to the Southern Undivided
Entities as made in this Draft Letter of Offer, since our Promoters have disclosed all information
available with them, which may not be complete, updated and accurate.
Further our Promoters are not in a position to state with certainty about any liability or contingent
liability in respect of the said entities.
26. Apart from the companies and/or entities belonging to the K Raheja Corp Group /Mumbai
Undivided Entities/ the Southern Entities, as on the date of this Draft Letter of Offer, our
Promoters also have equity share capital and other interests (exceeding 10%) in certain other
companies, partnership firms and other entities (the ‘Residual Entities’). However as our
Promoters are not involved in the day to day management of these Residual Entities, neither we
nor our Promoters are in a position to, ascertain the accuracy or the completeness of the
disclosures relating to these Residual Entities made in this Draft Letter of Offer which disclosures
are based on information made available to our Promoters by the respective managements of these
entities.
Apart from the companies belonging to the K Raheja Corp Group /Mumbai Undivided Entities/ the
Southern Entities, as on the date of this Draft Letter of Offer, our Promoters also have equity share
capital and other interests (exceeding 10 % ) in certain other companies, partnership firms and other
entities (the ‘Residual Entities’). For more details relating to these Entities please refer to the section
titled “Our Promoters”, “K Raheja Corp Group”, “Other Entites Promoter by our Promoters”, “Southern
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Undivided Entities” and “Residual Entities” on page 331of this Draft Letter of Offer. Pursuant to the
provisions of the SEBI Guidelines, the Residual Entities come within the purview of the promoter group
(as defined in the SEBI Guidelines) due to the shareholding and/or other interests our Promoters
historically hold in each of the Residual Entities. However as our Promoters are not involved in the day
to day management of these Residual Entities, neither we nor our Promoters in a position to, ascertain the
accuracy or the completeness of the disclosures relating to these Residual Entities made in this Draft
Letter of Offer which disclosures are based on information made available to our Promoters by the
respective managements of these entities.
27. Our company may be impacted by potential litigation against our Promoter Directors, our
Company and/or our subsidiary regarding K.R. Trends.
Our Company used to purchase products from K.R. Trends, which was a division of Nectar Properties
Private Limited, one of the Mumbai Undivided Entities, and is continuing to purchase its products, even
after it became a division of Upasna Trading Limited, one of our Subsidiaries. Certain allegations have
been raised by the G.L. Raheja group in correspondence addressed to the regulator and the merchant
bankers at the time of the initial public offering of our Company, including transfer of business of K.R
Trends division of Nectar Properties and on the fiduciary duty of our Promoter Directors towards Nectar
Properties Private Limited, which have been and continue to be disputed by our Promoter Directors. It is
possible that the said allegations may result in litigations/claims against our Promoter Directors, our
Company and/or our subsidiary.
28. Depending on the outcome of pending proceedings before the Company Law Board, consequences
would follow which may adversely affect the directorship of our Promoter Directors in our
Company.
Our Promoter Directors are parties to a Company Petition pending before the Company Law Board. In
the said Company Petition one of the prayers of the petitioners i.e. G.L. Raheja group is that action be
taken against our Promoter Directors under the provisions of section 406 of the Companies Act, 1956.
Further, by way of an interim application, the G. L. Raheja Group has inter alia prayed that our Promoter
Directors be (i) punished for alleged breach and violation of an order of the Company Law Board; and
(ii) appropriate orders be passed for taking action for alleged acts of perjury by making false statements
on oath.
Depending on the outcome of the said proceedings, consequences would follow which may adversely
affect the directorship of our Promoter Directors in our Company.
For details please refer to the section titled “Outstanding Litigation and Material Documents” beginning
on page 448 of this Draft Letter of Offer.
29. Some of our corporate Promoters, K Raheja Corp Group, Mumbai Undivided Entities, Southern
Undivided Entites, Residual Entities and Subsidiaries are loss making and have negative net worth.
Some of our corporate Promoters, K Raheja Corp Group, Mumbai Undivided Entities, Southern
Undivided Entites, Residual Entities and Subsidiaries have reported losses in the last three years and they
are:
PROMOTERS
(Rs In millions)
LOSS AFTER TAX
2005
2006
NAME OF ENTITY
COMPANIES
xxvii
2007
SHOPPING. AND BEYOND. TM
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan Trading Private Limited
Casa Maria Properties Private Limited
(5.86)
(4.69)
(6.67)
(5.93)
(5.69)
(5.46)
(1.15)
(7.37)
-
(36.06)
(34.33)
(4.05)
-
-
(1.45)
-
-
-
(24.25)
-
(8.43)
(7.53)
-
Ivory Properties And Hotels Private Limited
Inorbit Malls (India) Private Limited
K Raheja corp private Limited
K Raheja Private Limited
Raghukool Estate Development Private Limited
-
K RAHEJA CORP GROUP ENTITIES
(Rs In millions)
LOSS AFTER TAX
NAME OF ENTITY
2005
Accord Real Estate Development Private Limited
Aesthetic Realtors Private Limited
Ambit Malls Private Limited
Aqualine Properties Private Limited
Beach Haven Properties Private Limited
BKC Constructions Private Limited
Cavalcade Properties Private Limited
Chalet Hotels & Properties (Kerala) Private Limited
Ekaakshara Trading Company Private Limited
Genext Hardware & Parks Private Limited
Gleamer Properties Private Limited
Grandwell Properties And Leasing Private Limited
Grange Hotels and Properties Private Limited
Horizonview Properties Private Limited
Hornbil Trading Company Private Limited
Hypercity Retail (India) Limited
Immense Properties Private Limited
Imperial Serviced Offices Private Limited
Intime Properties Private Limited
J.T.Holdings Private Limited
K Raheja Services Private Limited
xxviii
2006
2007
NA
NA
(0.03)
NA
NA
(0.03)
NA
NA
(0.03)
NA
NA
(2.86)
(0.58)
(0.61)
(0.69)
(0.63)
(0.48)
(0.005)
NA
(0.09)
(0.39)
NA
NA
(0.07)
NA
NA
(0.63)
NA
(0.03)
(7.07)
NA
NA
(0.03)
(0.43)
(0.59)
(3.92)
NA
(0.06)
(32.38)
NA
NA
(0.03)
(0.71)
(0.77)
(0.97)
(14.38)
(36.59)
(231.23)
NA
NA
(0.03)
NA
NA
(0.08)
NA
NA
(12.21)
-
(3.05)
(4.26)
(0.14)
Nil
-
SHOPPING. AND BEYOND. TM
LOSS AFTER TAX
NAME OF ENTITY
2005
K. Raheja IT Park (Hyderabad) Private Limited
-
-
NA
(0.026)
(0.007)
NA
(0.41)
-
(0.13)
(0.024)
(0.07)
(0.01)
(0.03)
(0.73)
(0.026)
(0.017)
(0.35)
NA
NA
(0.03)
NA
(0.035)
(0.02)
NA
NA
(0.03)
NA
(0.17)
(0.91)
NA
NA
(0.03)
NA
NA
(0.03)
(1.64)
(0.24)
(25.75)
NA
(0.04)
(0.008)
NA
(0.027)
(2.23)
NA
NA
(14.97)
NA
(0.19)
(1.44)
(0.026)
(0.025)
(0.008)
NA
(0.16)
(22.21)
(21.65)
(20.48)
(37.91)
(10.33)
(37.56)
(6.50)
(0.040)
(0.070)
(0.27)
Magna Warehousing & Distribution Private Limited
Neogen Properties Private Limited
Newfound Properties And Leasing Private Limited
Novel Properties Private Limited
Opul Constructions Private Limited
Pact Real Estate Private Limited
Paradigm Logistics & Distribution Private Limited
Protect Properties Private Limited
Regional Airports India Private Limited
Serene Properties Private Limited
Shivan Properties & Trading Private Limited
Stargaze Properties Private Limited
Sundew Properties Private Limited
Sycamore Properties Private Limited
Touchstone Properties & Hotels Private Limited
Trion Properties Private Limited
Uptown Properties and Leasing Private Limited
Timezone Entertainment Private Limited
2007
(50.88)
K. Raheja Venture Capital Management Private Limited
Nask Realtors Private Limited
2006
PARTNERSHIP
K Raheja Properties & Finance
K Raheja Sales
(0.01)
(0.000362)
PRIVATE TRUST
Ivory Property Trust
NAME OF ENTITY
(0.013)
(0.06)
(0.07)
LOSS AFTER TAX – (for year ending December 31)
2005
2006
2007
K Raheja Corp Advisory
Services(Cyprus)Private Limited - in GBP
millions
Marvel International Private Limited - in AED
millions
xxix
NA
(0.0120)
NA
(0.01)
(0.31)
NA
SHOPPING. AND BEYOND. TM
MUMBAI UNDIVIDED ENTITIES
NAME OF THE ENTITIES
LOSS AFTER TAX
2005
COMPANIES
Canvera Properties Private Limited
Carlton Trading Private Limited
Debonair Estate Development Private Limited
Dindoshila Estate Developers Private Limited
Eastlawn Resorts Limited
Fems Estate (India) Private Limited
Hill Queen Estate Development Private Limited
Juhuchandra Agro & Development Private Limited
K. R. Consultants Private Limited
K. R. Developers Private Limited
K. Raheja Trusteeship Private Limited
Lakeside Hotels Limited
Nectar Properties Private Limited
Neel Estates Private Limited
Oyster Shell Estate Development Private Limited
Peninsular Housing Finance Private Limited
Raheja Hotels Limited
S. K. Estates Private Limited
Sea Breeze Estate Development Private Limited
Sevaram Estates Private Limited
Springleaf Properties Private Limited
Suruchi Trading Private Limited
Wiseman Finance Private Limited
PARTNERSHIP FIRMS
Crown Enterprises
Crystal Corporation & Everest Enterprises
Honey Dew Corporation
Kenwood Enterprises
K.R.Finance
K.R.Properties & Investments
K.R.Sales Coporation
K.Raheja Financiers & Investors
Marina Corporation
Oriental Corporation
Powai Properties
R.M.Development Corporation
Ruby Enterprises
Satguru Enterprises
xxx
2006
2007
(0.0021)
(0.0108)
-
(0.0055)
(0.0093)
-
(0.0056)
(0.0072)
-
(0.0009)
(0.002)
(0.0001)
(0.0020)
(0.6900)
(0.0020)
(0.0020)
(0.0040)
(0.0020)
(0.0020)
(0.41)
(0.67)
(0.09)
(0.0020)
(0.18)
(0.94)
(0.00005)
(0.002)
(0.0002)
(0.0033)
(0.2000)
(0.0020)
(0.0300)
(1.6100)
(0.0020)
(3.3700)
(0.02)
(0.58)
(0.33)
(0.20)
(2.84)
(0.0009)
(0.003)
(0.00006)
(0.0026)
(0.0050)
(0.0030)
(0.0030)
(0.0200)
(0.0030)
(0.0030)
(0.02)
(0.0080)
(0.09)
(0.0030)
(0.01)
(1.54)
(0.0009)
(0.00013)
(0.59)
(0.0020)
Nil
(0.00008)
Nil
(0.00006)
(0.00008)
(0.0008)
(0.0600)
(0.0092)
(0.00019)
(0.75)
Nil
(0.00002)
(0.0140)
(0.0003)
(0.0002)
(0.00016)
(0.0003)
(0.0010)
(0.0010)
(0.00006)
(0.00007)
(0.00011)
(0.59)
(0.0001)
(0.0002)
(0.0003)
Nil
(0.000084)
(0.0003)
(0.0003)
(0.0010)
SHOPPING. AND BEYOND. TM
ASSOCIATION OF PERSON
K.Raheja Investment & Finance
(0.00007)
(0.0075)
(0.0003)
PRIVATE TRUST
L.R.Combine
R.K.Associates
R.N.Associates
S.R.Combine
Lachamandas Sewaram Raheja Family Trust
(0.0020)
(0.0002)
(0.00008)
(0.0020)
(0.00008)
(0.0020)
(0.0007)
(0.00008)
(0.0020)
Nil
(0.0030)
(0.0001)
(0.0003)
(0.0030)
Nil
PARTNERSHIP FIRMS
NAME OF THE ENTITES
LOSS AFTER TAX
1984
Evergreen Constructions
1985
(0.0200)
Nil
1986
(0.000005)
SOUTHERN UNDIVIDED ENTITIES
NAME OF ENTITY
2003
COMPANIES
K. Raheja Development & Constructions Private Limited
K Raheja Hotels & Estates Private Limited
Asiatic Properties Limited
Ashoka Apartments Private Limited
(0.016)
(4.94)
(98.90)
(0.003)
(0.02)
(88.75)
(0.003)
(0.03)
(1.02)
(81.64)
(0.04)
-
-
(28.18)
PARTNERSHIP FIRMS
K Raheja Development Corporation
NAME OF ENTITY
(Rs In millions)
LOSS AFTER TAX
2004
2005
LOSS AFTER TAX
2002
2003
(0.006)
-
Mass Traders Private Limited
2004
(0.248)
RESIDUAL ENTITIES
NAME OF ENTITY
2005
Nandjyot Properties & Hotels Private Limited
Amber Apartment Makers
Terraco India Private Limited
G Corp Projects Private limited
G Corp Neerav developers Private Limited
xxxi
(Rs In millions)
LOSS AFTER TAX
2006
2007
Nil
Nil
Nil
Nil
Nil
Nil
(2.91)
(5.63)
-
(6.11)
(7.27)
-
NA
-
(1.94)
SHOPPING. AND BEYOND. TM
PARTNERSHIP FIRMS
Vijay And Neel enterprises
A R Enterprises
(0.00002)
(0.00008)
(0.00020)
(0.00002)
(0.00008)
(0.00018)
OUR SUBSDIARIES:
SUBSIDIARIES (AS PER RESTATED
ACCOUNTS)
Shopper’s Stop . Com (India) Limited
Rs. In million
LOSS FOR THE YEAR ENDED MARCH 31
2007
2006
2005
(0.01)
(0.03)
-
Crossword Bookstores Limited
(8.46)
(34.69)
(5.36)
Some of our corporate Promoters, K Raheja Corp Group, Mumbai Undivided Entities, Southern Undivided
Entites, Residual Entities and Subsidiaries have a negative net worth. They are:
OUR PROMOTERS
Name of the Entities
Net Worth (Rs. In million)
2005
2006
(14.89)
(19.58)
(23.77)
(29.70)
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan TradingPrivate. Limited
Casa Maria Properties Private Limited
Inorbit Malls (India)Private Limited
K Raheja Private Limited
Ivory Properties And Hotels Private Limited
Raghukool Estate Development Private Limited
(17.47)
(3.20)
(40.51)
(141.57)
(33.78)
(22.93)
(10.57)
(14.36)
(177.63)
(41.30)
2007
(4.51)
(211.96)
(1.50)
K RAHEJA CORP GROUP ENTITIES
NET WORTH (Rs. in million)
2005
2006
NA
NA
(10.54)
(11.15)
(0.11)
NA
NA
NA
NA
-
NAME OF THE ENTITIES
Aqualine Properties Private Limited
Beach Haven Properties Private Limited
BKC Constructions Private Limited
Cavalcade Properties Private Limited
Ekaakshara Trading Company Private Limited
Genext Hardware & Parks Private Limited
Grandwell Properties And Leasing Private
Limited
Grange Hotels and Properties Private Limited
Hornbill Trading Company Private Limited
Hypercity Retail (India) Limited
Intime Properties Private Limited
K. Raheja IT Park (Hyderabad) Private Limited
(0.33)
NA
(2.37)
(13.88)
NA
(59.94)
xxxii
(0.92)
(3.14)
(41.47)
NA
-
2007
(2.76)
(11.84)
(0.11)
(0.38)
(0.53)
(6.99)
(4.84)
(32.34)
(4.10)
(272.69)
(2.26)
-
SHOPPING. AND BEYOND. TM
NET WORTH (Rs. in million)
2005
2006
NAME OF THE ENTITIES
Magna Warehousing & Distribution Private
Limited
Neogen Properties Private Limited
Newfound Properties And Leasing Private
Limited
Paradigm Logistics & Distribution Private
Limited
Serene Properties PrivateLimited
Stargaze Properties Private Limited
Sundew PropertiesPrivate. Limited
Sycamore PropertiesPrivate. Limited
Touchstone Properties & HotelsPrivate. Limited
Trion Properties Private Limited
Uptown Properties and Leasing Private Limited
Timezone Entertainment Private Limited
2007
NA
-
(0.31)
-
(0.69)
-
-
(0.29)
NA
(1.55)
NA
NA
NA
NA
(21.55)
-
(0.07)
(1.79)
NA
(0.09)
(0.06)
(59.46)
(7.01)
(0.98)
(1.76)
(5.02)
(1.53)
(0.94)
(97.02)
(1.94)
MUMBAI UNDIVIDED ENTITIES
NAME OF THE ENTITIES
NET WORTH (Rs. in million)
2005
2006
(2.0094)
(2.0194)
(0.002)
(0.003)
(57.54)
(57.55)
(0.55)
(0.55)
(1.7986)
(1.7986)
(5.17)
(5.17)
Canvera Properties Private Limited
Carlton Trading Private Limited
Debonair Estate Development Private Limited
Dindoshila Estate Developers Private Limited
Eastlawn Resorts Limited
Fems Estate (India) Private Limited
Juhuchandra Agro & Development Private
Limited
Neel Estates Private Limited
Raheja Hotels Limited
S. K. Estates Private Limited
Sea Breeze Estate Development Private Limited
Suruchi Trading Private Limited
( 0.9196)
(0.34)
(2.77)
(45.13)
(14.1926)
(2.86)
(0.9196)
(0.34)
(2.79)
(45.71)
(13.9496)
(3.06)
2007
(2.0294)
(0.003)
(57.56)
(0.55)
(1.7986)
(5.17)
(0.9196)
(0.34)
(2.81)
(45.70)
(13.7697)
(3.08)
SOUTHERN UNDIVIDED ENTITIES
NET WORTH (Rs. in million)
2003
2004
2005
(361.32)
(450.07)
(322.79)
NAME OF THE ENTITIES
Asiatic Properties Limited
RESIDUAL ENTITIES
NET WORTH (Rs. in million)
2005
2006
(4.26)
NAME OF THE ENTITIES
Terraco IndiaPrivate Limited
xxxiii
2007
( 3.83)
SHOPPING. AND BEYOND. TM
G Corp Projects Private Limited
G Corp Neerav developers Private Limited
(5.61)
NA
(12.88)
-
(0.34)
OUR SUBSIDIARIES
NET WORTH (Rs. in thousand )
2005
2006
2007
(11,021)
(7,777)
(4,292)
NAME OF THE ENTITIES
Upasna Trading Limited
For more details on the financial performance of our group entities, please refer to the sections titled
“Our Promoters”, “K. Raheja Corp Group”, “Other Entities Promoted by our promoters”, “Southern
Undivided Entities” and “Residual Entities” beginning on page 331 of this Draft Letter of Offer.
30. Our Promoters may continue to collectively hold majority of our shareholdings.
As at February 29, 2008, 66.16 % of the Shares were owned by the Promoters of our Company and may
continue to hold the majority of our shareholdings. As a result, our Promoters will have the ability to
determine the outcome of all actions requiring the approval of our Shareholders, other than those actions
requiring super majority votes and the appointment of the Company’s Board of Directors. The interests
of our Promoters may conflict with interests of some of our investors, and the other investors may not
agree with the manner in which they excerise their voting rights and powers they take.
31. A part of the proceeds from this Issue may be utilized in arrangements with our Promoter /K.
Raheja Corp Group entities.
We have entered into memorandums of agreed terms with Inorbit Malls (India) Private Limited and
Trion Properties Private Limited for conducting rights / leave and licence relating to 3 of our proposed
stores at Vashi, Hyderabad and Pune. Part of the proceeds from this Issue may be paid to the Promoter/
K. Raheja Corp Group entity as security deposits for these stores.
32. The shareholding of our Promoters in our Company could reduce as a result of enforcement of
pledge for part of their shareholding pledged against a loan taking.
Some of our Promoters have pledged part of their shareholding (amounting to 25.46% of our existing
Equity Share capital) in the Company as a collateral security against a loan taken from HDFC Limited,
IL&FS Limited and IDFC Limited. The shareholding of our Promoters in our Company may reduce as a
result of enforcement of pledge for part of their shareholding pledged against a loan taken. The material
terms and conditions of the pledge include the right given to HDFC Limited, IL&FS Limited and IDFC
Limited to sell, transfer or dispose off the Equity Shares with reference or reasonable notice to the
concerned Promoters; the concerned Promoters are required to provide additional Equity Shares to
maintain the securities; all bonus and rights issued in respect of the securities are also to be mortgaged;
the concerned Promoters to pay HDFC Limited, IL&FS Limited and IDFC Limited the difference in the
amount realized on sale of Equity Shares and the inadequacy in meeting the claim; HDFC Limited,
IL&FS Limited and IDFC Limited shall be entitled to register as the beneficial owner of Equity Shares in
the event of default; if so permitted by the bye laws and regulations of the depository, HDFC
Limited, IL&FS Limited and IDFC Limited may sell, realize and/or dispose off the Equity Shares
without having the same first transferred and registered in the name of HDFC Limited, IL&FS Limited
and IDFC Limited. Further in this regard irrevocable powers of attorney have been been executed
by the concerned Promoters in favour of HDFC Limited, IL&FS Limited and IDFC Limited interalia for selling exchanging, transferring or otherwise disposing off the Equity Shares; to receive
consideration and appropriate the proceeds towards any sums due to HDFC Limited, IL&FS
Limited and IDFC Limited in respect of the loan.
xxxiv
SHOPPING. AND BEYOND. TM
Pursuant to enforcement of such pledge, shareholding of our Promoters may reduce and may result in
change in control on the operations of the Company.
33. There are restrictive covenants in the agreements we have entered into with certain banks for
working capital credit facilities and other borrowings.
We have entered into agreements with certain banks for working capital credit facilities and other short
term borrowings for which our current assets and future income receivables and assets have been
charged. Some of these agreements contain restrictive covenants that require our Company to obtain
prior permission from the concerned banks prior to undertaking activities such as new projects,
diversification, modernization, issue of Equity Shares, change in capital structure, change in
management.
For more details of such restrictive covenants please see the table titled “Financial Indebtedness” on page
86 of this Draft Letter of Offer.
34. Our cash flow has been negative in some years. In the event that our future cash flows continue to
be negative it may hamper our ability to meet our financial obligations.
We had a negative cash flow from our investing activities in all the preceding financial years. For the six
ended September 30, 2007, negative cash flow from investing activities was Rs 741 millions, while for
the year ended March, 31 2007 it was Rs 600 millions and for the year ended March 31, 2006 it was Rs
454 million. On account of the aforesaid or other factors our cash flows in the future may be negative,
which may hamper our ability to meet our financial obligations.
35. We rely extensively on our IT systems and failures could adversely impact our business.
We rely extensively on our IT systems to provide us connectivity across our business functions through
our software, hardware and connectivity systems. Our business processes are IT enabled, and any failure
in our IT systems or loss of connectivity or any loss of data arising from such failure can impact us
adversely.
36. We rely extensively on our standard operating procedures and failures could adversely impact our
business.
We rely extensively on our standard operating procedures for total functioning of our stores, distribution
centres, merchandising, etc, and any deviation from these procedures may disrupt the functioning of our
stores affecting the performance of our Company.
37. We may engage in acquisitions, strategic investments, strategic partnerships or alliances or other
ventures that may not be successful
We may acquire or make strategic investments in complementary businesses, services or products, or
enter into strategic partnerships or alliances with third parties in order to enhance our business. It is
possible that we may not identify suitable acquisition, strategic investment or strategic partnership
candidates, in which case we may not complete such transactions even if the terms are commercially
acceptable to us. The inability to identify suitable acquisition targets, investments or partnership
candidates or the inability to complete such transactions may affect our competitiveness and our growth
prospects.
38. Renunciation by any shareholder in favour of a non-resident or FII may require prior approval of
the RBI
Renunciation of rights entitlement in the Company by any shareholder in favour of a non-resident or a
FII may require prior approval of the RBI. There can be no certainty as to the conditions subject to which
xxxv
SHOPPING. AND BEYOND. TM
the approval will be granted or if the approval will be granted at all. For more details on the restrictions
applicable to non residents or FIIs please refer to the section titled “Terms of the Issue” beginning on
page 694 of this Draft Letter of Offer.
39. If we are unable to attract and retain employees, our operations could be adversely affected.
We are dependent on our Directors and senior management for setting our strategic direction and
managing our business, both of which are crucial to our success. Our continued success also depends
upon our ability to attract, recruit and retain a large group of experienced professionals and staff. The loss
of the services of our senior management, including our directors, or our inability to recruit, train or
retain a sufficient number of experienced personnel could have a material adverse effect on our
operations and profitability. Our ability to retain experienced staff members as well as senior
management, including our Directors, will in part depend on us maintaining appropriate staff
remuneration and incentive schemes. We cannot assure you that the remuneration and incentive schemes
we have in place will be sufficient to retain the services of our senior management and other employees.
Although we believe we have good relations with our employees, no assurance can be given that
relations will not be disrupted either as a result of disputes or negative external factors which may
involve external parties inimical to our interests. Our attrition rate was 54 % in the year ending March 31,
2007.
40. We may face conflicts of interest in transactions with related parties.
The objects clauses as contained in the memorandum of association of some of the companies forming
part of the K Raheja Corp Group, enable them to carry on the business of establishing/operating/
managing retail departmental stores, which may result in our Promoters having a conflict of interest with
our line of business, if they decide to pursue the same in future.
41. As on March 31, 2007 and September 30, 2007 we had contingent liabilities and outstanding
guarantees and capital commitments.
Year Ended on
March 31, 2007
Guarantee Given for loan taken by a joint venture
from a Bank
Contingent contractual claims which are dependent on
the outcome of certain group company commercial tax
assessments.
Disputed sales tax matters in appeal
Capital commitment (net of advances)
172.50
Rs. In million
Six months ended
September
30,
2007
222.50
4.35
4.35
4.67
602.51
3.54
405.79
EXTERNAL RISK FACTORS
1.
We are subject to risks arising from exchange rate fluctuations.
The exchange rate between the Rupee and other currencies is variable and may continue to fluctuate in
the future. Fluctuations in the exchange rates may affect us to the extent of such orders being placed
overseas. We source some of our products from overseas vendors. Further we engage overseas consultants.
We may place orders with overseas contractors, manufacturers or consultants for products to be sold in
our stores. Such fluctuation may affect us to the extent of increasing the cost of import of goods and services.
2.
Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our Company's
operations and cause its business to suffer.
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SHOPPING. AND BEYOND. TM
South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighbouring
countries. In recent years there have been military confrontations along the India-Pakistan border. Military
activity or terrorist attacks could adversely affect the Indian economy. This could have a material adverse effect
on the market for securities of Indian companies including the Equity Shares of our Company.
3.
Public places such as malls in which our stores are located could be likely targets for unforeseen acts of
violence (including terrorist acts and rioting), which may impact the retail business.
Any violence in public places such as retail stores and malls could cause damage to life and property, and also
impact consumer sentiment and their willingness to visit public places. Financial impact of the aforesaid risk
can not be reasonably quantified.
4.
The retail Industry is restricted in its ability to raise financial resources for its growth
The retail sector has not been granted industry status by the Government of India. The capital
requirements for a retailer are in the real estate (which banks have historically restricted lending to) and for
meeting working capital requirements. Banks and financial institutions are further reluctant to lend to the sector
because of lack of collaterals since most of the assets are on lease.
While some of the leading retailers are still able to get bank funding, the smaller ones are constrained for growth
funding. Similarly, equity options are also restricted with Foreign Direct Investment not being permitted in the
retail trading sector.
5.
Retail sector generally relies on various external partners on whom absolute control is not possible.
Generally, the retail sector depends upon large number of suppliers to provide them with products. Operations
could be adversely affected if supplies of products are not obtained in a timely manner from the suppliers or
if the supply of such products is discontinued or if suppliers are not able to meet up with growth requirements.
6.
Multiplicity of local taxes and levies including octroi and sales tax has impacted the growth of organized
retail.
Existence of different local taxes such as sales tax, octroi, etc in different states of India increase complexity
and cost of operation for retailer having national operations.
Each state in India has different local taxes and levies including sales tax, octroi, etc, which has enhanced the
complexity for organized retailers as well as added to their costs. Incidence of various levies as well as
the requirement to mention the Maximum Retail Price (MRP) on various products has led to organized
retailers functioning in a sub-optimal level, impacting their competitiveness vs. unorganized players who also
gain by way of tax evasion. Changes in these local taxes and levies can impact the performance of retailers
adversely.
New taxes imposed by State/Central Government and implementation of Value Added Tax (VAT) may affect
cost of operation.
7.
The growth of the retail sector, especially of companies retailing lifestyle products, are linked to the
overall growth of the economy.
The performance of the fashion retailers depends upon the spending patterns of the consumer, which in turn
depends upon overall economic conditions especially in the areas such as lifestyle products. Any adverse
impact on the Indian economy may have a considerable impact on the consumer spend. Since retailers have
fixed costs in the short term, any downtrend in the economy, this could affect the Indian retailing business
and more particularly fashion retailing.
8.
Availability of large quantities of retail space can be affected by change in interest rates or
banking policies
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SHOPPING. AND BEYOND. TM
Retail companies lease properties from investors who in turn borrow and invest in real estate. The yield
available on lease of property is therefore dependent on the interest rates in the economy. Any change in
the banking policy regarding financing of real estate or rates of interest could impact the availability of
properties for retailing.
9.
Attrition rates at the entry level are very high for the retail sector.
The retail sector competes with other emerging service sectors such as Telecommunication and Information
Technology in its ability to hire and retain quality people in addition to competition amongst the players in the
sector. Hence, availability of trained manpower poses a key risk for the retail sector. As organized retail grows
rapidly, there will be further pressure on existing players, as new entrants would look for trained manpower at
various levels.
10. Stability of policies and political situation in India can impact the retail industry as a whole.
A significant change in India’s economic liberalisation and deregulation policies could affect business and
economic conditions in India generally and our business in particular. A significant change in the Indian
government’s or the state governments’ economic liberalisation and deregulation policies could adversely
affect business and economic conditions in India generally and our business and financial condition and
prospects in particular. Unstable internal & international political environment could impact the economic
performance in both short term & long term.
11. Multiplicity of legislations have impacted the growth of organized retail
The retail sector functions under multiple laws and regulations. Multiple licenses and clearances are
required before a store can be opened. Thereafter, stringent laws pertaining to labour, hours of work, etc
limit flexibility in operations and add to overall costs and can impact retail operations.
Notes to Risk Factors:
„
„
Issue of [●] fully paid equity shares with a face value of Rs. 10/- each at a premium of Rs. [●] per fully paid
equity share for an amount aggregating to Rs. [●] on rights basis to the existing shareholders of our company in
the ratio of [●] equity shares for every [●] equity shares held by the existing shareholders on the record date, that
is on [●]. For every [●] equity shares being alloted on rights basis, the allottees will receive [●] detachable
warrants. The total issue including conversion of Warrants into Equity Shares at a price of Rs. [●] each
would aggregate upto Rs. 5000 million. For more details, refer to section titled “Terms of the Issue”
beginning on page 694 of this draft letter of offer. The issue price is [●] times the face value of the shares of the
company.
Average cost of acquisition per share for the Promoters is as follows.
Sr.
No
.
Name of the Shareholder
1
Chandru L. Raheja Jointly with Jyoti
C. Raheja
Total
2
Ravi C. Raheja Jointly with Chandru
L. Raheja Jointly with Jyoti C.
Raheja
No. of Share
held
20
49,980
50,000
23,750
225,000
348,750
20
29,980
xxxviii
Date of
acquisition
September 10,
1997
October 25, 1997
March 24, 1999
April 12, 1999
October 21, 2004
September 10,
1997
October 25, 1997
Amount
(Rs.)
200
Average
Cost Per
share
(Rs.)
10.00
499,800
500,000
238,688
10,150,313
11,389,001
10.00
10.00
10.05
45.11
32.66
200
10.00
299,800
10.00
SHOPPING. AND BEYOND. TM
20,000
500,000
550,000
March 24, 1999
October 21, 2004
200,000
22,556,250
23,056,250
10.00
45.11
41.92
October 25, 1997
March 24, 1999
April 12, 1999
October 21, 2004
Total
50,000
50,000
23,750
250,000
373,750
500,000
500,000
238,688
11,278,125
12,516,813
10.00
10.00
10.05
45.11
33.49
4
Neel C. Raheja Jointly with Chandru
L. Raheja Jointly with Jyoti C.
Raheja
Total
30,000
20,000
525,000
575,000
October 25, 1997
March 24, 1999
October 21, 2004
300,000
200,000
23,684,063
24,184,063
10.00
10.00
45.11
42.06
5
Casa Maria Properties Private
Limited
Total
2,016,650
610,000
2,626,650
December 04, 1999
August 14, 2004
30,400,999
27,518,625
57,919,624
15.08
45.11
22.05
6
Capstan Trading Private Limited
December 04, 1999
August, 14, 2004
Total
2,016,650
710,000
2,726,650
30,400,999
32,029,875
62,430,874
15.08
45.11
22.90
7
Raghukool Estate Development
Private Limited
Total
2,016,650
780,000
2,796,650
December 04, 1999
August 14, 2004
30,400,999
35,187,750
65,588,749
15.08
45.11
23.45
8
Cape Trading Private Limited
2,016,700
700,000
2,716,700
December 04, 1999
August 14, 2004
30,401,753
31,578,750
61,980,503
15.08
45.11
22.81
December 04, 1999
August 14, 2004
Total
2,016,700
700,000
2,716,700
30,401,753
31,578,750
61,980,503
15.08
45.11
22.81
10
Palm Shelter Estate Development
Private Limited
Total
3,890,000
2,016,650
5,906,650
March 24, 1999
December 04, 1999
38,900,000
30,400,999
69,300,999
10.00
15.08
11.73
11
K. Raheja Corp. Private Limited.
500,625
1,190,477
1,691,102
March 27, 2004
May 14, 2005
42,553,125
283,333,526
325,886,651
85.00
238.00
192.71
10,000
10,000
March 27, 2004
March 27, 2004
850,000
850,000
85.00
85.00
10,000
March 27, 2004
850,000
85.00
Total
3
Jyoti C. Raheja Jointly with Chandru
L. Raheja
Total
9
Anbee Constructions Private Limited
Total
12
13
14
„
„
„
K. Raheja Private Limited
Ivory Properties & Hotels Private
Limited
Inorbit Mall (India) Private Limited
Net worth as on March 31, 2006, March 31, 2007 and September 30, 2007was Rs. 2,692, Rs. 2,942, and
Rs. 2,985 million respectively.
Net Asset Value as on March 31, 2006, March 31, 2007 and September 30, 2007, was Rs. 81.57, Rs.
84.46,and Rs. 85.28 per share respectively.
For Related Party Transactions please refer to section titled “Related Party Transactions” beginning on
xxxix
SHOPPING. AND BEYOND. TM
„
„
page 344 of this Draft Letter of Offer.
For interest of our Promoter/Directors/Key Managerial Personnel and other ventures promoted by
Promoters, please refer to sections titled “Risk Factors”, “Our Promoters”, “K. Raheja Corp Group
Entities”, “Other Entities Promoted by our Promoters”, “Southern Undivided Entities” and “Residual
Entities”, “Our Management” and “Financial Statements” beginning on pages on page x, on page 130, on
page 148, on page 215, on page 318,on page 331,on page 108 and on page 346 of this Draft Letter of
Offer.
Investors are advised to refer to the section titled “Basis of Issue Price” beginning on page 38 of this
Draft Letter of Offer
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SHOPPING. AND BEYOND. TM
SECTION III - INTRODUCTION
SUMMARY
This is only a summary and does not contain all the information that you should consider before investing
in our Equity Shares. You should read the entire Draft Letter of Offer, including the information contained
in the sections titled ‘Risk Factors’ and ‘Financial Information’ beginning on page nos. x and 346of this
Draft Letter of Offer before deciding to invest in our Equity Shares.
INDUSTRY OVERVIEW
The Indian Retail Sector has undergone rapid transformation by setting scalable and profitable retail models
across various categories and formats. Traditional markets are making way for departmental stores,
hypermarkets, supermarkets and speciality stores. The modern malls cater to shopping, entertainment and
food, all under one roof. It was estimated that India will have over close to 50 million square feet of quality
retail space by the end of 2007. The growth in mall space has been over ten fold in four years: from about 2
million square feet in 2002 to 28 million square feet in 2006. The Indian Retail market is estimated to be
worth around Rs. 14,100 billion. The organized retail market has increased its share from 3 % in 2004 to
around 4 % in 2006 and is valued at Rs. 511 billion (source: India Retail Report 2007, Technopak Advisors
Private Limited).
Key Drivers of the organised retail industry
Changing Demographic profile
The composition of the Indian population is shifting towards a larger composition of people in the age group
20-60 i.e. the working population with purchasing power. This shift is expected to be a major driver of
consumption.
Source: India Retail Report 2007, Technopak Advisors Private Limited
The low median age of the population means a higher current consumption spend vs. savings as a younger
population has both, the ability and willingness to spend. The younger population is also quicker at
experimenting. The Indian consumer in among the youngest in the world as compared to the ageing
population of USA, China, Japan, UK etc. Higher consumption is a direct booster for the retailing industry.
Rising income levels
NCAER reports that the number of high-income households has grown substantially. The reports indicate
that:
• The Very Rich, with annual income of Rs. 215,000 stood at 6.2 million in 2006
• The Consuming Class, with annual income of Rs. 45,000 to 215,000 stood at 90.9 million
• The number of households in the Aspirants (Rs. 16,000 to Rs. 22,000 annual income) and the
Destitute (less than Rs. 16,000 annual income) groups will decrease significantly (source: India
Retail Report 2007, Technopak Advisors Private Limited).
Increasing Middle class consumption growth
India has seen a significant change in the consumption of durables in recent years. The changing income
demographics, age profile and macro environment are visible in the growth in consumption of durables. For
example, the installed base of cars, cable television subscribers and cellular subscribers has increased
significantly over this period.
Real Estate Boom
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SHOPPING. AND BEYOND. TM
The positive growth in industry is driving the real estate boom in India. The development of real estate
focuses on two primary areas: retail and residential. The growth in mall space has been over ten fold in four
years: from about 2 million square feet in 2002 to 28 million square feet in 2006 (source: India Retail Report
2007, Technopak Advisors Private Limited). According to an ICICI study, malls are estimated to become a
Rs. 384,470 million sector by 2010.
Source: India Retail Report 2007, Technopak Advisors Private Limited
Technology
Technological changes are being adapted for use in retail. Retailers are using call centres and cell phones to
keep their customers informed of new developments, schemes and offers. Technology is being used to
improve the customer experience, customer information, security, logistics and supply chain management.
As a consequence, technology helps in finding favour with the consumers and increasing operational
efficiency and thus enhancing profitability.
Fluidity
The retail segment is expected to become more fluid now, with an increasing number of super-sized stores
ranging in stocks from grocery to healthcare products. It is expected that the traditional formats will
collapse into each other (source: India Retail Report 2007, Technopak Advisors Private Limited).
Exposure to international trends
The large Indian population traveling and employed abroad is facilitating creation of awareness of modern
shopping formats and also leading to change in consumer expectations from the providers of shopping
options in India. There is a large Indian NRI population. Given that international lifestyle brands are readily
available in their country of migration, this population shops for similar quality merchandise at lower prices
in India on their visits here. In addition, inbound tourists visiting India and looking for shopping here seek
similar products at lower costs in a similar environment.
Globalisation has removed trade barriers and promoted consumerism. Over the last decade, there has been
an increase in branded goods, both domestic and international, in the Indian market across product
categories. Both width and depth of product offering to the Indian consumers is increasing.
Overview of Retailing in India
The Indian Retail market is estimated to be worth around Rs. 14,100 billion. The organized retail market
has increased its share from 3 % in 2004 to around 4 % in 2006 and is valued at Rs. 511 billion (source:
India Retail Report 2007, Technopak Advisors Private Limited). Food and grocery is estimated to be the
largest single block, but the contribution of the organized sector is at 0.8 %. The clothing, textile and
fashion accessories constitute the second largest block where nearly 17.5 % is contributed by the organized
sector. Footwear has the highest contribution from organized retail (36 %).
BUSINESS OVERVIEW
We are one of India’s prominent retailers and are a part of the K Raheja Corp Group (Chandru L Raheja
Group), which is among the prominent real estate developers and hoteliers in the country.
We are pioneers in setting up a nation-wide chain of large format department stores in India with
professional management. We believe that the initiatives taken by us have played a key role in developing
organised retailing in India. Our focus on bringing in the international best practices into our retail
operations, and providing the customer with a unique shopping experience has helped us become an
industry leader.
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SHOPPING. AND BEYOND. TM
We are a professionally managed and systems driven organization. We believe our strong focus on
customers, supported by systems and processes and a committed work force are the key factors that have
contributed to our success and will help us scale up as we embark on our strategic growth plan.
We benchmark ourselves with global retailers, and strive to enhance our service offering in line with the
emerging global trends.
We began by operating a chain of department stores under the name “Shoppers’ Stop” in India.Currently
we have twenty four (24) such stores across the country and three (3) stores under the name “HomeStop”.
Over the years, we have also begun operating a number of speciality stores, namely Crossword,
Mothercare, Brio, Desi Café Arcelia, Stop & Go and MAC. We are also experimenting with other formats
of retailing through our various ventures.
Our Competitive Strengths
We believe the following key strengths have helped us emerge as a prominent domestic retailer:
Experienced professional management team
We have an experienced professional management team led by Mr. B. S. Nagesh, our CCA & MD, who is
a prominent professional in the retail sector in the country and has been the first Chairman of the CII
Committee on Retail in 2001 and has received various awards over the years including ‘Retail Professional
of the Year’ for the years 2003, 2004 and 2006 by CMAI, ‘Retail Professional of the Year’ in 2005 at the
ICICI Retail Excellence Awards, ‘Entrepreneurship Award’ at the Enterprise Scions Awards by DNA
Money in November 2006 and the ‘Visionary Award’ from ICFAI in 2006. He is supported by Mr. Govind
Shrikhande, our CCA, Executive Director and CEO.
Our GROUPCOM consists of 6 professionals and is supported by a team of professionals with relevant
domain expertise and retail oriented functional specializations from FMCG and service industry
background with professional qualification in their respective fields.
We were awarded the ‘Best Top Management Team of the Year’ in 2002 by CMAI.
The management team is complemented by a committed work force. Our HR policies aim to create an
engaged and motivated work force, which is essential for success in any service oriented industry such as
ours.
Strong focus on systems and processes
We have a strong focus on systems and processes. We have been able to capture our learnings over the
years and use them to create Standard Operating Procedures (‘SOPs’) for each of our activities, right from
planning and setting up of new stores to their day to day operations. Our SOPs are available on our Intranet,
which helps our employees to access them whenever required helping us achieve consistency in our
decision making process across the chain. We also have a Manual of Authority, outlining the framework of
financial and legal decision making authority at all levels in our Company, right up to the CCA & MD and
the CCA, Executive Director & CEO.
We believe this will help us as we embark on our growth strategy and enhance our reach with our
customers and help us provide them a consistent brand experience across our stores. As we grow in size,
systems and processes will be the key driver and differentiator to organised operations and enhanced
profitability.
Extensive use of Information Technology (IT) systems
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SHOPPING. AND BEYOND. TM
We have deployed state of the art international IT systems for retail operations across our business
processes and operations. Most of our processes are linked online, and utilize some of the leading
technologies available to deliver overall control and efficiency.
With changing customer aspirations and requirements, immediate monitoring of information on sales trends
is critical. Our IT systems help us not only to monitor customer purchase patterns, but also allows our
organization to quickly respond to it by facilitating decision making and providing us the tools to adjust our
operational strategy accordingly. Our systems also facilitate us to conduct our business efficiently by
helping us optimize our resources including our store space, inventory, manpower and overall capital
deployed in our business. We have received the IT user award from NASSCOM for Best IT Practice in
Retail Category in 2003.
Strong distribution and logistics network and supply chain
We have created a strong distribution and logistics network, with our four Distribution Centers covering
303,382.20 square feet handling over 400,000 SKUs per year, and working 24x7.
The distribution and logistics setup is networked and on line allowing us to deliver merchandise to the store
within 48 hours of receipt / generation of auto replenishment order, which has helped us optimize in store
availability of merchandise. The Distribution Center management is outsourced to service providers such as
Toll (India) Logistics Private Limited. We believe our existing Distribution Centres, which have been
designed to scale up, will be able to meet our growth requirements as we expand the number of our stores.
We have undertaken various initiatives in further improving the efficiencies of our supply chain, which we
believe is critical for any retailer. These aim at meeting the conflicting requirements of reducing our
inventory whilst ensuring availability of products at all stores as per customer needs, as well as reducing
our operational costs.
Vast range of lifestyle products and services
Our merchandise ranges across apparel, accessories, perfumes, cosmetics, home and kitchen products with
over 400,000 SKUs, which are complemented by our services offerings.
We offer our customers a variety of national and international brands as well as our in-store brands (private
labels) under one roof.
Internationally benchmarked shopping environment
We believe our focus on providing our customer a globally benchmarked shopping environment with the
best in class service has been instrumental in our success. We engage international designers such as
Portland Design Associates (UK) to design our stores, sourcing the fixtures in domestic as well as
international markets. We periodically provide our managers exposure to international department stores
through IGDS to be able to capture and implement best practices in our operations.
This has helped us create a niche in the customers’ mind, and enhance our brand equity. It is because of this
service and ambience that we offer, that we have been able to create a differentiation in the mind of the
customer versus our competitors where similar products and brands are available.
Strong understanding of the real estate business
We benefit from our Promoters’ association with the real estate business and their relationships with
developers, which have helped us acquire preferred properties at competitive rates.
We enjoy Anchor Tenant status in most of the malls that we are presently located in due to our high brand
awareness and trust, ability to draw a large number of customers and occupy a significant space in the mall.
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SHOPPING. AND BEYOND. TM
As Anchor Tenants, we occupy a prime location in the malls on terms we believe favourable to us as
compared to the other occupants.
Large base of loyal customers
We had 19.9 million customers enter our stores in the year ending March 31, 2007. We believe that the
emotional connect that we have been able to create with our customers through our service offering and
special promotions has helped us convert many of them into loyal customers. This is clearly proven by our
large and constantly growing base of First Citizen members.
Our Growth Strategy
We believe that the department store format offers significant opportunities in the country with the
changing consumer aspirations and drive for a better lifestyle. We believe that a younger population with
higher disposable incomes and willingness to experiment would drive customer aspirations for lifestyle
products.
We are thus primarily focused on the Indian markets in the department store format although we are
experimenting with other formats to enhance growth opportunities. At the same time, we consistently
evaluate other opportunities and may look at alternative delivery formats or product categories or even
within our existing offerings should we find the opportunity compelling or to strengthen our existing
format.
Our growth strategy is based on:
1. Increasing our penetration in existing cities and expanding our reach across the country
2. Furthering Shoppers’ Stop as an experiential retail brand through differential service and unique
national and international promotions
3. Getting enhanced share of the organized retail market through multiple formats and retailing
channels
4. Enhancing our merchandise width by adding product categories
5. Introducing new brands and developing private labels to offer a better depth in each category
6. Increasing our First Citizen base
7. Utilising economies of scale as we grow in size and expand our reach
8. Enhancing our operational efficiencies
9. Enhancing our human capital
Increasing our penetration in existing cities and expanding our reach across the country
Increasing our penetration in existing cities with a larger number of stores, increasingly of larger size, will
enable us to penetrate into new catchment areas within these cities and optimize our infrastructure.
Enhancing our reach to cover additional cities amongst the top 50 cities of the country, will enable us to
reach out to a larger population and become a preferred shopping destination for them. This will help us
provide a platform to domestic and international brands wanting to reach out to domestic consumers with
the same profile as our customers.
Furthering Shoppers’ Stop as an experiential retail brand through differential service and unique
national and international promotions
We are continuously inducting and training our CCAs to deliver a differential service, which we measure
and improve through our customer satisfaction studies done through CSMM. We continue to focus on
unique events and promotions to reinforce the Shoppers’ Stop experience and our brand image amongst our
customers to become a destination of choice for them.
Enhancing our merchandise width by adding product categories
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SHOPPING. AND BEYOND. TM
Consumers tastes are shifting and the propensity to spend on new categories of merchandise like cellular
phones, Personal Data Assistants, digital cameras, writing instruments, designer clothing, etc, is increasing
along with needs for new services.
Our focus will be to add on such new categories in our stores along with developing existing categories to
increase our share of the spend of not only existing customers, but also acquire new customers.
Introducing new brands and developing private labels to offer a better depth in each category
We continuously focus on enhancing the depth and width of our merchandise. Our private label and private
brands initiative is part of such focus and offers us a differentiating factor as compared to competition at the
same time helping us enhance margins.
We have a tie up with Austin Reed (UK) wherein we are their licensee for India for men’s outerwear such
as tailored clothing to include suit, jackets, trousers, shirts, ties and mens smart casual wear to include
trousers , jackets, shirts, knitwear and all items of women clothing. We continue to evaluate such
opportunities for tie ups with national and international brands, which can be introduced in India through
our stores. We may, in the future, also offer these brands to the customer through independent chain of
stores that we may promote, should the market opportunity justify the setting up of the same.
We have tied up with Mother Care UK Limited under an exclusive franchise to retail their products in
India. Mother Care is a retailer of Kids wear and maternity wear and accessories.
Increasing our First Citizen base to enhance our base of loyal customers
The number of First Citizens increased from approximately 632,086 on March 31, 2006 to 781,951 on
March 31, 2007. First Citizens accounted for 62% of our sales in the year ending March 31, 2007. As on
December 31, 2007, the number of First Citizens stood at 971,537 and their contribution to our sales in the
period between April 1, 2007 and December 31, 2007 was 61%. A higher base of First Citizens exposed to
the Shoppers’ Stop experience, would help us to build customer loyalty. We believe, our new business
intelligence software (called Business Objects) will help us understand the customer at an individual level,
which may help in making more profitable sales to them, as well as meeting their needs in a focused
manner.
We believe with the addition of new stores and initiatives at our existing stores, we will increase the base of
First Citizens. A higher base of loyal customers would attract various brands to join hands with us and use
our stores to reach out to these customers.
Utilising economies of scale as we grow in size and expand our reach
We believe that our existing corporate infrastructure and software systems have been designed for a higher
scale of operations than our current size, and can help us with our growth plans with out the need to
significantly increase costs.
We have in place our core distribution and logistics infrastructure, which can handle larger business
volumes at marginal addition to costs. Higher business volumes will also improve our negotiating powers
and help us get further economies of scale in our buying with opportunities of incremental margins.
Enhancing our operational efficiencies through better systems and processes
We have a consistent focus on enhancing our operational efficiencies and monitor key operational
parameters on an ongoing basis using concepts such as GMROF, GMROL and GMROI to improve our
productivity on space, labour and inventory (For further details, please refer to Section titled “Management
Discussion and Analysis on our Financial Statements” beginning on page 346 of this Draft Letter of Offer).
We benchmark our stores within the chain on performance parameters on historical as well as comparable
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SHOPPING. AND BEYOND. TM
basis to seek areas for improvement to reduce our operating costs and enhance our productivity levels. Our
Baby Kangaroo Programme was recognised as top innovative HR practices by Delhi Management
Association with Erehwon Innovation Consulting in 2006.
Enhancing our human capital
We periodically assess our CCAs across all levels through assessment centers to identify competency gaps
and use development inputs (i.e. training, job rotation etc.) to bridge them. We benchmark our
compensation and benefits through consultants, with the best in the industry to pay our associates
accordingly
Validation of improvements is done through Customer Satisfaction and Employee Satisfaction studies. This
ensures that there is a constant endeavour to align human capital to organizational objectives.
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SHOPPING. AND BEYOND. TM
THE ISSUE
Equity Shares with Detachable Warrants
proposed to be issued by our Company
Record Date
[●] Equity Shares in the Issue along with [●]
Detachable Warrants, that is, [●] Warrants for every [●]
Equity Shares
[●] Equity Shares for every [●] Equity Shares held on
the Record Date
[●]
Issue Price per Equity Share
[●]
Equity Shares outstanding prior to the Issue
[●]
Equity Shares outstanding after the Issue of
Equity Shares.
Warrant Entitlement
[●]
Rights Entitlement
Equity Shares outstanding after the Warrant
conversion (assuming full conversion)
Terms of the Issue
[●]Warrants for every [●] Equity Shares allotted under
the issue i.e. [●] Warrants.
[●] Equity Shares
For more information, refer to Section titled “Terms of
The Issue” beginning on page 694 of this Draft Letter
of Offer.
Terms of Payment
Due Date
On Rights Issue application
On exercise of Warrants
Amount
Rs. [●] which constitutes 100% of the full amount of
the Issue Price of Rs. [●]
Rs. [●] which constitutes 100% of the full amount of
the Warrant Exercise Price of Rs. [●]*
*Note: This amount cannot be determined as on date, and will not be determined as on date of allotment of
Equity Shares in the Issue. It will be determined in accordance with the formula contained in the subsection titled “Warrant Exercise Price” beginning on page 714 of this Draft Letter of Offer.
8
SHOPPING. AND BEYOND. TM
SUMMARY CONSOLIDATED STATEMENT OF FINANCIAL INFORMATION
You should read the following information together with the information contained in the Auditors’ report
included in the section titled “Financial Statements” beginning on page no. 346 of this Draft Letter of
Offer.
Consolidated Summary Statement of Assets and Liabilities, as Restated
Particulars
A
2007
2006
2005
2004
2003
Gross Block
2,852
2,339
1,866
1,442
1,224
1,024
Less : Depreciation
1,045
843
564
459
391
304
Net Block
1,807
1,496
1,302
983
833
720
435
242
87
236
58
65
2,242
1,738
1,389
1,219
891
785
95
-
-
-
-
-
109
109
96
13
-
-
1,416
1,154
737
629
563
441
Sundry Debtors
180
128
93
65
62
24
Cash and Bank Balances
113
1,017
1,133
15
15
21
1,900
1,473
770
667
484
399
FIXED ASSETS :
Capital Work in Progress
B
C
D
(Rupees in Millions)
As at 31 March
As at 30
September
2007
INVESTMENTS
GOODWILL ON
CONSOLIDATION OF
SUBSIDIARIES AND
JOINT VENTURE
COMPANIES
CURRENT ASSETS,
LOANS
AND ADVANCES :
Inventories
Loans and Advances
9
SHOPPING. AND BEYOND. TM
E
3,609
3,772
2,733
1,376
1,124
885
Secured Loans
384
1,304
608
581
552
499
Unsecured Loans
741
0
26
320
50
-
Current Liabilties
and Provisions
2,031
1,423
957
746
647
522
21
41
4
1
-
-
3,177
2,768
1,595
1,648
1,249
1,021
4
-
-
62
50
56
2,882
2,851
2,623
898
716
593
349
348
344
274
274
265
2,533
2,503
2,279
623
442
328
2,882
2,851
2,623
898
716
593
LIABILITIES AND
PROVISIONS :
Deferred Tax Liability
F
G
Minority Interest
NETWORTH :(A+B+C-DE-F)
Represented by :
Shares Holders' Funds :
Share Capital
Reserves and Surplus
Consolidated Summary Statement of Profits and Losses, as Restated
Particulars
For the period
1 April 2007
to 30
September
2007
(Rupees in Millions)
For the year ended 31 March
2007
2006
2005
2004
2003
INCOME
Retail Turnover
- Own Merchandise (including
Concession Sales)
- Consignment Merchandise
Gross Retail Sales
4,986
396
5,382
10
8,256
6,295
4,238
3,204
2,680
870
832
1,084
952
441
SHOPPING. AND BEYOND. TM
9,126
7,127
5,322
4,156
3,121
Less : Value Added Tax/Sales
Tax
242
391
316
114
100
25
Less : Cost of Consignment
Merchandise
279
612
582
797
708
291
8,123
6,229
4,411
3,348
2,805
156
116
76
80
60
8,279
6,345
4,487
3,428
2,865
65
127
78
12
22
28
261
416
134
67
120
112
5,289
8,822
6,557
4,566
3,570
3,005
3,322
5,645
4,169
2,888
2,257
2,010
600
436
311
241
189
1,477
1,183
879
662
441
175
292
204
132
152
174
71
50
28
40
41
33
206
289
166
112
102
89
8,353
6,186
4,362
3,455
2,936
4,860
Other Retail Operating Income
103
4,962
Other Income
Increase in Inventories
EXPENDITURE
Purchases ( including concession
Purchases )
Staff Costs
Administration Expenses
Selling and Distribution Expenses
Interest and Finance Charges
Depreciation and Amortisation
405
1,060
5,239
Net Profit before tax
50
469
371
204
115
69
Tax Charge
38
226
133
17
10
-
11
SHOPPING. AND BEYOND. TM
Net Profit after tax
12
243
238
187
105
69
Minority Interest ( In Crossword )
(4)
-
(5)
(3)
(6)
(11)
Net Profit for the period/year
16
243
243
190
111
80
-
-
14
-
-
-
(2)
-
-
-
-
10
(4)
(2)
(1)
(1)
(19)
26
237
241
203
110
61
360
198
29
(143)
(253)
(314)
Transfer to General Reserve
-
13
14
-
-
-
Proposed Dividend
-
52
52
27
-
-
Corporate Dividend Tax
-
9
7
4
-
-
360
198
29
(143)
(253)
Impact on consolidation
resulting from
additional Investment in
Subsidiary
Share of Loss in Associate
Company (restricted to the value
of investment)
Impact on account of adjustments
required
by paragraph 6.10.2.7(b) of
Chapter VI of the
SEBI Guidelines [ See note 2 (g)
of Annexure XIV (d) ]
Adjusted Profits for the
period/year
Accumulated Profits/(Losses)
brought forward
from previous year
Appropriations
Balance carried to summary of
Assets and Liabilities
386
12
SHOPPING. AND BEYOND. TM
GENERAL INFORMATION
Our Company was incorporated as “Shopper’s Stop Private Limited” on June 16, 1997 under the
Companies Act 1956.Our Company was converted into a deemed public company under section 43A of the
Companies Act, 1956 on December 08, 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. Our Company is registered with the Registrar of Companies, 100 Everest
Building, Marine Drive, Mumbai - 400 002, Maharashtra, India. – The Registration number of our
Company is 11-108798 and CIN (Corporate Identity Number) is L51900MH1997PLC108798.
Name and Registered, Corporate and Service Office of our Company
Shopper’s’ Stop Limited
“Eureka Towers”,
B Wing, 9th Floor,
Mindspace, Link Road,
Malad (West),
Mumbai - 400 064. (India)
Phone: +91-22- 6688 7688
Fax: +91-22-2880 8877
Website: www.shoppersstop.com
Email: investor@shoppersstop.co.in
The address of the RoC is as follows:
Registrar of Companies, Mumbai
100, Everest Building,
Marine Drive,
Mumbai – 400 002,
Maharashtra,
India.
Board of Directors of Our Company
Our Board of Directors as on the date of filing this Draft Letter of Offer with SEBI is as follows:
Sr.
Name
No.
1. Mr. Chandru L.
Raheja
2. Mr. Ravi C. Raheja
3. Mr. Neel C. Raheja
4. Mr. B. S. Nagesh
5.
6.
7.
8.
Designation
Nature of Directorship
Chairman
Director
Director
Customer Care
Associate and
Managing Director
Mr. Govind S.
Customer Care
Shrikhande
Associate and
Executive Director and
CEO
Mr. Shahzaad S.Dalal Director
Mr. Gulu L.
Director
Mirchandani
Mr. Nitin J. Sanghavi Director
13
DIN
Non-Executive Director
00027979
Non-Executive Director
Non-Executive Director
Executive Director
00028044
00029010
00027595
Executive Director
00029419
Non-Executive
Independent Director
Non-Executive
Independent Director
Non-Executive
00011375
00026664
00863107
SHOPPING. AND BEYOND. TM
9.
Mr. Deepak K.
Ghaisas
Independent Director
Non-Executive
Independent Director
Director
00001811
For a detailed profile of our Directors, please refer to the section titled ‘Our Management’ beginning on
page 108 of this Draft Letter of Offer.
Company Secretary & Compliance Officer
Mr. Prashant Mehta,
Customer Care Associate, Vice President Legal and Company Secretary
Eureka Towers, “B” Wing , 9th Floor,
Mindspace, Link Road,
Malad (West), Mumbai – 400 064 (India)
Tel: +91- 22 – 6688 7688
Fax: +91 22 – 28808877
E-mail: investor@shoppersstop.co.in
The Equity Shares of our Company are listed on BSE and NSE.
Issue Opening Date [●]
Issue Closing Date [●]
Issue Management Team
Lead Managers to the Issue
Enam Securities Private Limited
801-802, Dalamal Towers,
Nariman Point,
Mumbai – 400 021 (India)
Tel: +91 – 22- 6638 1800
Fax: +91 – 22 – 2284 6824
E-mail: sslrights@enam.com
Investor Grievances
Email id: complaints@enam.com
Website: www.enam.com
Contact person: Mr. Ashish Kumbhat
SEBI Registration No.: IMN000006856
JM Financial Consultants Private Limited
141, Maker Chambers III,
Nariman Point,
Mumbai – 400 021 (India)
Tel: +91 – 22- 6630 3030
Fax: +91- 22 – 6630 1694
E-mail: sslrights@jmfinancial.com
Investor Grievances
Email id: grievance.ibd@jmfinancial.in
Contact Person: Mr. Arun Kumar Meena
Website: www.jmfinancial.in
SEBI Registration No.: INM00001036
Registrars to the Issue / Share Transfer Agents for our Company
14
SHOPPING. AND BEYOND. TM
Karvy Computershare Private Limited
Plot No. 17-24,
Vitthal Rao Nagar,
Madhapur,
Hyderabad – 500 081.
Tel: + 91 40 2342 0818
Fax: + 91 40 2342 0814
Contact Person: Mr. M. Muralikrishna
E-mail: einward.ris@karvy.com
Legal Advisors to the Issue
M/s. Crawford Bayley & Co
Advocates and Solicitors
State Bank Buildings, 4th floor
N.G.N Vaidya Marg,
Fort, Mumbai 400 023
India
Tel.: +91-22-2266 8000
Fax.: +91-22-2266 3978
Email: sanjay.asher@crawfordbayley.com
Legal Advisors to our Company
Wadia Ghandy & Co.
Advocates, Solicitors & Notaries
N. M. Wadia Building,
123 Mahatma Gandhi Road,
Fort, Mumbai 400 001
Tel: +91 - 22 -2267 0669
Fax: +91 – 22 – 2267 0226
Email: ashish.ahuja@wadiaghandy.com
Statutory Auditors
M/s. Deloitte Haskins & Sells
Chartered Accountants
12, Dr. Annie Besant Road,
Opp. Shiv Sagar Estate,
Worli, Mumbai – 400 018
Tel: +91 – 22- 6667 9000
Fax: +91 – 22 – 6667 9025
E-mail: ppardiwalla@deloitte.com
Bankers to our Company
Axis Bank Limited
3rd Floor,
Maker Towers ‘E’,
Cuffe Parade, Colaba,
Mumbai-400 005.
Tel: +91-22-6707 1221
Fax: +91-22-6655 0555
Contact Person: Mr. Rajesh Shah
E-mail: rajeshshah@axisbank.co.in
15
SHOPPING. AND BEYOND. TM
IDBI Bank Limited
Marigold House,
Plot no.A-34,
Cross Road No.2,
Marol, MIDC,
Andheri-(east),
Mumbai-400 093.
Tel: +91-22-66790659
Fax: +91-22-28365091
Contact Person: Mr. Prasoon Sinha
E-mail: pr.sinha@idbi.co.in
ICICI Bank Limited
215 Free Press House,
Nariman Point, Mumbai 400 021.
Tel: +91-22-2653 6866
Fax: +91-22-2653 1179
Contact Person: Mr. Devesh Maheshwari
E-mail: devesh.maheshwari@icicibank.com
Citibank N. A.
Corporate Bank
Citigroup Center, 7th floor,
Bandra, East, Mumbai 4000 51
Tel: +91 - 22 - 4001 5019
Fax: +91 - 22 - 4006 5846 / 47
Contact Person: Mr. Vijay Mandloi
E-mail: vijay.mandloi@citigroup.com
Kotak Mahindra Bank Limited
13th Floor,
Nariman Bhavan,
227, Nariman Point,
Mumbai-400 021.
Tel: +91-22-6659 6384
Fax: +91-22-2281 7527
Contact Person: Mr. Shantanu Bairagi
E-mail: shantanu.bairagi@kotak.com
Calyon Bank
11 th,12 th,13 th,14 th Floor,
Hoechst House,
Nariman Point,
Mumbai-400 021.
Tel No: +91-22-6631 9068
Fax No: +91-22-6635 1816
Contact Person: Mr. Vijay Tangirala
E-mail: vijay.tangirala@in.calyon.com
Note: Investors are advised to contact the Registrars to the Issue, Karvy Computershare Private
Limited/Compliance Officer, Mr. Prashant Mehta in case of any pre-issue / post-issue related problems
such as non-receipt of Letter of Offer / Letter of Allotment / Share Certificate(s) / Warrant Certificate(s) /
Refund Orders / Demat Credit.
16
SHOPPING. AND BEYOND. TM
Inter-se Allocation of Responsibilities
No
1.
2.
3.
4.
5.
Activities
Capital structuring with relative components and
formalities such as type of instruments, etc.
Drafting and Design of the Letter of Offer and of
advertisement / publicity material including
newspaper advertisements and brochure /
memorandum containing salient features of the
Letter of Offer. The designated Lead Merchant
Banker shall ensure compliance with the
Guidelines for Disclosure and Investor
Protection and other stipulated requirements and
completion of prescribed formalities with Stock
Exchange and SEBI.
Marketing of the Issue which will cover, inter
alia,
formulating
marketing
strategies,
preparation of publicity budget, arrangements for
selection of (i) ad-media and (ii) bankers to the
issue.
Selection of various agencies connected with the
issue, namely Registrars to the Issue, printers,
bankers and advertisement agencies.
The post-issue activities will involve essential
follow-up steps, which must include finalisation
of basis of allotment / weeding out of multiple
applications, listing of instruments and dispatch
of certificates and refunds, with the various
agencies connected with the work such as
registrars to the issue, bankers to the issue, and
bank handling refund business. Even if many of
these post-issue activities would be handled by
other intermediaries, the designated Lead
Merchant Banker shall be responsible for
ensuring that these agencies fulfill their functions
and enable him to discharge this responsibility
through suitable agreements with the issuer
company.
Responsibility
Enam / JM Financial
Coordinator
Enam
Enam / JM Financial
Enam
Enam / JM Financial
Enam
Enam / JM Financial
Enam
Enam / JM Financial
JM Financial
Credit Rating Details
As this is an issue of Equity Shares, there is no credit rating for this Issue.
IPO Grading
As this Issue is not an IPO, grading is not mandatory
Debenture Trustees
Since this is not a debenture issue, appointment of debenture trustee is not required.
Monitoring Agency
17
SHOPPING. AND BEYOND. TM
As the size of the Issue, including on exercise of Warrant will not exceed Rs. 5000 million, appointment of
monitoring agency under clause 8.17 of the SEBI Guidelines is not required.
Bankers to the Issue
[●]
Minimum Subscription
If our Company does not receive the minimum subscription of 90% of the Issue, on the date of the closure
of the Issue (excluding the amount on conversion of the Detachable Warrants) the entire subscription shall
be refunded to the applicants within 42 days from the date of closure of the issue. If there is delay in the
refund of subscription by more than 8 days after our Company becomes liable to pay the subscription
amount (i.e. forty two days after closure of the issue), our Company will pay interest for the delayed period,
at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Act.
The requirement of minimum subscription shall not be applicable to the amount receivable on conversion
of the Detachable Warrant into Equity Shares on payment of the Warrant Exercise Price.
Note:
(i) Investors are advised to contact the Registrar to the Issue/ Compliance Officer in case of any
pre-Issue/post-Issue related problems such as non-receipt of Letter of Offer/ Abridged Letter of
Offer/ CAF/ Letter of Allotment/ Share Certificate(s)/ Refund Orders.
(ii) The funds received against this Issue will be transferred to a separate bank account other than
the bank account referred to in sub-section (3) of Section 73 of the Act.
18
SHOPPING. AND BEYOND. TM
CAPITAL STRUCTURE
PARTICULARS AS ON THE DATE OF THIS DRAFT LETTER OF
OFFER
Authorised Share Capital
100,000,000 Equity Shares of Rs. 10/- each
Amount
(Rs. million)
1000.00
Issued, Subscribed & Paid-up Share Capital
34,853,686 Equity Shares of Rs 10/-each fully paid- up
348.54
Present issue being offered to the existing Shareholders through the Letter
of Offer
[●] Equity Shares of Rs. 10/- each, at an issue price of [●]/- each for cash with
[●] Detachable Warrants being allotted for every [●] Equity Shares
[●]
Paid-up Capital after the Rights issue (before exercise of Warrants)
[●] Equity Shares of Rs. 10/- each fully paid-up
[●]
Paid-up Capital on exercise of Warrants (assuming full exercise)
[●] Equity Shares of Rs. 10/- each
[●]
Securities Premium Account
Existing Securities Premium Account as on March 24, 2008
On Allotment of Proposed Rights Issue (before exercise of Warrants)
2223.53
[●]
The Warrant Exercise Price and consequently the securities premium received pursuant to allotment of
Equity Shares on exercise of Warrants cannot be determined till the date of determination of the same as
per formula contained in the sub-section titled “Warrant Exercise Price” beginning on page 714 of this
Draft Letter of Offer.
Notes to the Capital Structure:
(i) Details of increase in Authorised Share Capital since incorporation
Sr.
No.
1.
2.
3.
4.
5.
Particulars of Increase (Rs. In millions)
5,000 equity shares of Rs. 100/- each aggregating to
Rs. 0.50.
Changed from 5,000 equity shares of Rs. 100/aggregating to Rs. 0.50 to 75,000 equity shares of Rs.
100 each aggregating to Rs. 7.50.
Changed from 75,000 equity shares of Rs. 100/- each
aggregating to Rs. 7.50 to 17,500,000equity shares of
Rs. 10/- each aggregating to Rs. 175.*
Changed from 17,500,000 equity shares of Rs. 10/each aggregating to Rs. 175 to 22,500,000 equity
shares of Rs. 10/- each aggregating to Rs. 225.00.
Changed from 22,500,000 equity shares of Rs. 10/each aggregating to Rs. 225.00 to 28,000,000 equity
shares of Rs. 10/- each aggregating to Rs. 280.00.
19
Date of Shareholders
Meeting
Incorporation
AGM/EGM
September 19, 1997
EGM
February 26, 1999
EGM
March 20, 1999
EGM
January 25, 2000
EGM
-
SHOPPING. AND BEYOND. TM
Sr.
No.
6.
7.
8.
9.
Particulars of Increase (Rs. In millions)
Changed from 28,000,000 equity shares of Rs. 10/each aggregating to Rs. 280.00 to 40,000,000 equity
shares of Rs. 10/- each aggregating to Rs. 400.00
Changed from 40,000,000 equity shares of Rs. 10/each aggregating to Rs. 400.00 to 80,000,000 equity
shares of Rs. 5/- each aggregating to Rs. 400.00.**
Changed from 80,000,000 equity shares of Rs. 5/each aggregating to Rs. 400.00 to 40,000,000 equity
shares of Rs. 10/- each aggregating to Rs. 400.00.***
Changed from 40,000,000 equity shares of Rs. 10/each aggregating to Rs. 400.00 to 100,000,000 equity
shares of Rs. 10/- each aggregating to Rs. 1000.00.
Date of Shareholders
Meeting
November 24, 2003
AGM/EGM
March 31, 2004
EGM
July 30, 2004
AGM
July 28, 2007
AGM
EGM
*
At an EGM held on February 26, 1999, a sub division of our equity share capital was approved by
our members resulting in each equity share of Rs. 100/- being sub divided into ten equity shares of Rs. 10/each and consequently the authorised share capital of our Company was altered from Rs. 175 million
consisting of 01.75 million equity shares of Rs. 100/- each to Rs. 175 million consisiting of 17.5 million
equity shares of Rs. 10/- each.
**
At an EGM held on March 31, 2004, a sub division of equity shares was approved by our
members resulting in each equity share of Rs. 10/- each being sub divided into two equity shares of Rs. 5/each and consequently the authorised share capital of our Company was altered from 400 million consisting
of 40 million equity shares of Rs. 10/- each to Rs. 400 million consisting of 80 million equity shares of Rs.
5/- each.
*** At an AGM held on July 30, 2004, consolidation of equity shares was approved by our members
resulting in two equity shares of Rs. 5/- each being consolidated into one equity share of Rs. 10/- each and
consequently the authorised share capital of our Company was altered from Rs. 400 million consisting of
Rs. 80 million equity shares of Rs. 5/- each to Rs. 400 million consisting of 40 million equity shares of Rs.
10/- each.
Share Capital History
A. From Incorporation to till date of filing of this Draft Letter of Offer
Date of
Allotment
June 16,
1997
October
25, 1997
March 24,
No. Of
Equity
Shares
10
Face
Value
(Rs.)
Issue
Price
(Rs.)
100
100
Nature of
Payment of
Consideration
Cash
Reasons for
Allotment
Cumulative
Paid-up
share
capital (Rs.
In
Millions)
0.001
Subscribers
to
Memorandum
of
Association
74,990
100
100
Cash
Further
7.50
Allotment
Conversion of share value converted from Rs. 100/- to Rs. 10/16,750,000
10
10
Cash
Further
175.00
20
Cumulative
Securities
Premium
Account
(Rs. In
Millions)
-
-
SHOPPING. AND BEYOND. TM
Date of
Allotment
No. Of
Equity
Shares
Face
Value
(Rs.)
Issue
Price
(Rs.)
5,000,000
10
15
March 16,
2000
3,750,000
10
160
January
25, 2003
July 26,
2003
September
6, 2003
September
29, 2003
May 14,
2005
222,250
10
10
Cash at a
premium of Rs.
5/- per share
Cash at a
premium of Rs.
150 per share
Cash
375,000
10
10
Cash
234,375
10
10
Cash
340,250
10
10
Cash
6,946,033
10
238
September
20, 2005
12,026
10
150
December
28, 2005
1,849
10
150
January
21, 2006
1,147
10
150
May 22,
2006
16,689
10
150
May 22,
2006
13035
10
240
May 22,
2006
128500
10
10
Cash at a
premium of Rs.
228/Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
230/Cash
July 29,
2006
2861
10
150
July 29,
2006
2226
10
240
October
28, 2006
1107
10
240
October
28, 2006
3161
10
150
1999
August
24, 1999
Nature of
Payment of
Consideration
Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
230/Cash at a
premium of Rs.
230/Cash at a
premium of Rs.
140/-
21
Reasons for
Allotment
Allotment
Allotment to
OCB
Cumulative
Paid-up
share
capital (Rs.
In
Millions)
Cumulative
Securities
Premium
Account
(Rs. In
Millions)
225.00
25.00
Preferential
Allotment*
262.50
587.50
Preferential
Allotment**
Preferential
Allotment**
Preferential
Allotment**
Preferential
Allotment**
Allotment by
Initial Public
Offering
Allotment
under ESOP
III.
Allotment
under ESOP
III
Allotment
under ESOP
III
Allotment
under ESOP
III
Allotment
under ESOP
IV
Allotment
under ESOP
II
Allotment
under ESOP
III
Allotment
under ESOP
IV
Allotment
under ESOP
IV
Allotment
under ESOP
III
264.72
587.50
268.47
587.50
270.82
587.50
274.22
587.50
343.68
2,171.20
343.80
2,172.88
343.82
2,173.14
343.83
2,173.30
344.00
2,175.64
344.13
2,178.63
345.41
2,178.63
345.44
2,179.03
345.46
2,179.55
345.47
2,179.80
345.51
2,180.24
SHOPPING. AND BEYOND. TM
Date of
Allotment
No. Of
Equity
Shares
Face
Value
(Rs.)
Issue
Price
(Rs.)
January
27, 2007
4766
10
150
January
27, 2007
1695
10
240
January
27, 2007
4489
10
384
March 17,
2007
225000
10
130
March 17,
2007
18161
10
150
March 17,
2007
8502
10
240
March 17,
2007
10,379
10
384
March 29,
2007
444
10
384
March 29,
2007
483
10
240
March 29,
2007
2806
10
150
May 21,
2007
4705
10
150
May 21,
2007
3507
10
240
June 19,
2007
11,280
10
150
June 19,
2007
4194
10
240
October
04, 2007
1765
10
150
911
10
240
Nature of
Payment of
Consideration
Reasons for
Allotment
Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
230/Cash at a
premium of Rs.
374/Cash at a
premium of Rs.
120/Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
230/Cash at a
premium of Rs.
374/Cash at a
premium of Rs.
374/Cash at a
premium of Rs.
230/Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
230/Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
230/Cash at a
premium of Rs.
140/Cash at a
premium of Rs.
230/-
Allotment
under ESOP
III
Allotment
under ESOP
IV
Allotment
under ESOP
V
Allotment
under ESOP I
22
Allotment
under ESOP
III
Allotment
under ESOP
IV
Allotment
under ESOP
V
Allotment
under ESOP
V
Allotment
under ESOP
IV
Allotment
under ESOP
III
Allotment
under ESOP
III
Allotment
under ESOP
IV
Allotment
under ESOP
III
Allotment
under ESOP
IV
Allotment
under ESOP
III
Allotment
under ESOP
IV
Cumulative
Paid-up
share
capital (Rs.
In
Millions)
345.55
Cumulative
Securities
Premium
Account
(Rs. In
Millions)
2,180.91
345.57
2,181.30
345.61
2,182.98
347.86
2,209.98
348.05
2,212.52
348.13
2,214.48
348.24
2,218.36
348.24
2,218.52
348.24
2,218.64
348.27
2,219.03
348.32
2,219.69
348.35
2,220.49
348.47
2,222.07
348.51
2,223.04
348.53
2,223.28
348.54
2,223.49
SHOPPING. AND BEYOND. TM
Date of
Allotment
No. Of
Equity
Shares
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Payment of
Consideration
Reasons for
Allotment
Cumulative
Paid-up
share
capital (Rs.
In
Millions)
348.54
Cumulative
Securities
Premium
Account
(Rs. In
Millions)
2,223.53
Allotment
Cash at a
under ESOP
premium of Rs.
V
374/* Preferential Allotment to financial investors.
** Preferential allotment to some of the shareholders excluding the Promoters and the Customer Care
Associates, and Managing Director of our Company.
90
(ii)
10
384
Shareholding Pattern before and the expected shareholding pattern after the Issue is as
under:
Category of
shareholder
Total no. of
shares*
%
Number of
Shares
PostIssue**
%
Number of
Warrants
PostConversion**
%
(A)
Shareholding
of Promoter
and Promoter
Group
(1) Indian
Individuals
1847500
5.30
[●]
[●]
[●]
[●]
Bodies
Corporate
Sub Total
21211102
60.86
[●]
[●]
[●]
[●]
23058602
66.16
[●]
[●]
[●]
[●]
-
-
-
-
-
-
23058602
66.16
[●]
[●]
[●]
[●]
2795421
8.02
[●]
[●]
[●]
[●]
138050
0.40
[●]
[●]
[●]
[●]
5104171
14.64
[●]
[●]
[●]
[●]
8037642
23.06
[●]
[●]
[●]
[●]
(2) Foreign
Total
shareholding of
Promoter and
Promoter
Group (A)
(B) Public
Shareholding
(1) Institutions
Mutual Funds /
UTI
Financial
Institutions /
Banks
Foreign
Institutional
Investors
Sub Total
23
SHOPPING. AND BEYOND. TM
Category of
shareholder
Total no. of
shares*
(2) NonInstitutions
Bodies
Corporate
Individuals
1676678
4.81
[●]
[●]
[●]
[●]
474501
1.37
[●]
[●]
[●]
[●]
1597936
4.58
[●]
[●]
[●]
[●]
-
[●]
[●]
[●]
[●]
0.00
[●]
[●]
[●]
[●]
Individual
shareholders
holding
nominal share
capital up to
Rs. 1 lakh
Individual
shareholders
holding
nominal share
capital in
excess of Rs. 1
lakh
Any Others
(Specify)
Trusts
NRIs/OCBs
Sub Total
Total Public
shareholding
(B)
Total (A)+(B)
2
%
Number of
Shares
PostIssue**
%
Number of
Warrants
PostConversion**
%
8325-
0.02-
[●]
[●]
[●]
[●]
3757442
10.78
[●]
[●]
[●]
[●]
11795084
33.84
[●]
[●]
[●]
[●]
34853686
100.00
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
(C) Shares held
by Custodians
and against
which
Depository
Receipts have
been issued
34853686
100.00
[●]
[●]
Pre – Issue
Capital (Total
(A)+(B)+(C))
Post – Issue
[●]
[●]
Capital
As of date of filing of this Draft Letter of Offer, there are 1128 equity shares held
physical form.
by shareholders in
** Assuming all shareholders apply for and are allotted Equity Shares.
The Promoters have confirmed that each of them along with K. Raheja Corp Group intend to subscribe to
the full extent of their entitlement in the Issue. The Promoters reserve their right to subscribe to their
entitlement in the Issue either by themselves, or by any of the entities of K. Raheja Corp Group, and either
24
SHOPPING. AND BEYOND. TM
singly or jointly amongst any of them, including by subscribing for renunciation, if any, made by any of the
Promoters to any other Promoter and/ or any other person forming part of the K Raheja Corp Group. In the
event of under subscription our Promoters / K Raheja Corp Group intend to apply for additional Equity
Shares, subject to obtaining necessary approvals, if any, under the applicable laws, such that atleast 90% of
the Issue is subscribed. As a result of this subscription and consequent allotment of Equity Shares in the
Issue, the Promoters may acquire shares over and above their entitlement in the Issue, which may result in
an increase of the shareholding being above the current shareholding with the entitlement of Equity Shares
under the Issue. This subscription and acquisition of additional Equity Shares in the Issue by the Promoters,
/ K. Raheja Corp Group, if any, will not result in change of control of the management of the Company and
shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the SEBI (Substantial Acquisition of Shares
and Takeover) Regulations, 1997. In the event of the minimum public shareholding falling below the
prescribed minimum, the Company will take the necessary steps in ensuring that the minimum public
shareholding is restored in compliance with SEBI regulations and other applicable laws prevailing at that
time relating to continuous listing requirements. As such, other than meeting the requirements indicated in
the section on “Objects of the Issue” of this Letter of Offer, there is no other intention/ purpose for this
Issue, including any intention to delist our Company, even if, as a result of allotments to the Promoters in
this Issue, the Promoters’ shareholding in our Company exceeds their current shareholding. Allotment to
the Promoters of any unsubscribed portion in the Issue, over and above their entitlement shall be done in
compliance with the Listing Agreement and other applicable laws prevailing at that time relating to
continuous listing requirements.
Our Promoters have provided the following undertaking, in terms of the SEBI (Delisting of Securities)
Guidelines, 2003:
“I / We undertake that, in case the Rights Issue of Shopper’s Stop Limited is undersubscribed as on the
Closing Date, I / we shall individually or jointly with the other Promoters, or any other entity, which is a
part of the K Raheja Corp Group, and which may acquire shares in the Company pursuant to any
renunciation of the whole or part of its/ their entitlement by any Promoter(s), subscribe to the said
undersubscribed portion of this Rights Issue, over and above my/ our entitlement in this Rights Issue, in
compliance with the Listing Agreement and other applicable laws prevailing at that time relating to
continuous listing requirements, such that at least 90% of the issue is subscribed”.
“I / We hereby undertake that, in case the Rights Issue of Shopper’s Stop Limited is completed with the
Promoters / K. Raheja Corp Group subscribing to equity shares over and above their entitlement and as a
result, Promoter / K. Raheja Corp Group’s shareholding increases and pursuant to which if the public
shareholding falls below the permissible minimum level as specified in the listing conditions or listing
agreement, I / we shall, individually or jointly with the other entities comprising the K Raheja Corp Group,
which may have acquired shares in the Company pursuant to any renunciation of the whole or part of its/
their entitlement by any Promoter(s), take necessary steps as directed by the stock exchange, so that the
public shareholding is raised to the “permissible minimum level” within a period of three months from the
date of allotment in the proposed issue, as per the requirements of Clause 17.1 and 17.2 of SEBI (Delisting
of Securities) Guidelines, 2003 or as per any amendment thereto or any other period as may be directed by
SEBI or any appropriate authority.”
“I / We undertake that, I / we shall not trade in any of the Warrants allotted to me / us for equity shares held
by me/us pursuant to this Rights Issue of Shopper’s Stop Limited, save and except for the following:
i) inter se transfers between the Promoters, either singly or jointly with other Promoter(s), or
ii) any transfer to any entity, which is a part of the K Raheja Corp Group, either singly or jointly with one
or more promoters or K Raheja Corp Group entities.
I / We shall subscribe to, or in the event the Warrants are not held by me / us, cause the subscription by all
such transferees / renouncee mentioned above to, the entire entitlement of equity shares arising from the
conversion of Warrants into equity shares, allotted pursuant to the Rights Issue and /or transfer /
renunciation as mentioned above, at the Warrant Exercise Price as determined according to the terms and
conditions of the Draft Letter of Offer / Letter of Offer and in compliance with the Listing Agreement and
other applicable laws.
25
SHOPPING. AND BEYOND. TM
I/ We further under take that, upon the Rights Issue of Shopper’s Stop Limited getting completed with the
Promoter / K. Raheja Corp Group subscribing to equity shares arising from the conversion of Warrants, and
in case of non conversion of warrants in to equity shares by the non promoters and as a result, Promoter /
K. Raheja Corp Group’s shareholding increases and pursuant to which if the public shareholding falls
below the permissible minimum level as specified in the listing condition or listing agreement, I/ we shall,
individually or jointly with the Promoters and / or other entities comprising the K. Raheja Corp Group, will
take necessary steps as directed by the stock exchange,, so that the public shareholding is raised to the
“permissible minimum level” within a period of three months from the date of allotment in the proposed
issue, as per the requirements of Clause 17.1 and 17.2 of SEBI (Delisting of Securities) Guidelines, 2003 or
as per any amendment thereto or any other period as may be directed by SEBI or any appropriate
authority.”
The subscription and acquisition of Equity Shares by the Promoters / K. Raheja Corp Group, pursuant to
conversion of warrants, will not result in change of control of the management of the Company and shall be
exempt in terms of proviso to Regulation 3(1)(b)(ii) of the SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997.
(iii)
Details of purchase and sale of securities of our Company by the Promoters and Directors or K
Raheja Corp Group (Chandru L. Raheja Group), in the last 6 months
No Promoter / Directors / K Raheja Corp Group (Chandru L. Raheja Group) have purchased or sold
any securities of our Company in last six months except Mr. B. S. Nagesh (Managing Director of our
Company), has sold 15,345 equity shares of Rs. 10/- each at Rs. 560/- each and 8,782 equity shares
of Rs. 10/- each at Rs. 440/- each on December 31, 2007 and March 05, 2008, respectively.
(iv)
Details regarding Top 10 Shareholders:
The details of top 10 shareholders and the number of shares held by them are as below:
A.
Sr.
No
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
As on date of filing the Draft Letter of Offer with Stock Exchange
Name of Shareholder
Palm Shelter Estate Development Private Limited
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Cape Trading Private Limited
Anbee Construction Private Limited
Casa Maria Properties Private Limited
K. Raheja Corp Private Limited
FID Funds (Mauritius) Limited
UTI Equity Fund
Zodiac Clothing Company Limited
TOTAL
*As of the beneficial position as on March 21, 2008
B.
Sr.
No
1.
2.
Number
of
Shares
5,906,650
2,796,650
2,726,650
2,716,700
2,716,700
2,626,650
1,691,102
1,583,528
1,221,971
1,006,875
24,993,476
% age holding
16.95
8.02
7.82
7.79
7.79
7.54
4.85
4.54
3.51
2.89
71.70
10 days prior to filing the Draft Letter of Offer with the Stock Exchange*.
Name of Shareholder
Palm Shelter Estate Development Private Limited
Raghukool Estate Development Private Limited
26
Number of
Shares
5906650
2796650
% age holding
16.95
8.02
SHOPPING. AND BEYOND. TM
3.
4.
5.
6.
7.
8.
9.
10.
Capstan Trading Private Limited
Cape Trading Private Limited
Anbee Constructions Private Limited
Casa Maria Properties Private Limited
K. Raheja Corp Private Limited
FID Funds (Mauritius) Limited
UTI-Equity Fund
Zodiac Clothing Company Limited
Total
*As of the beneficial position as on March 14, 2008
C.
2726650
2716700
2716700
2626650
1691102
1583528
1221971
1006875
24993476
7.82
7.79
7.79
7.54
4.85
4.54
3.51
2.89
71.70
Two years prior to filing the Draft Letter of Offer with the Stock Exchange*
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Name of Shareholder
Palm Shelter Estate Development Private Limited
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Cape Trading Private Limited
Anbee Construction Private Limited
Casa Maria Properties Private Limited
K. Raheja Corp Private Limited
UTI Equity Fund
Zodiac Clothing Company Limited
Emerging Markets Growth Fund INC
Total
*As of the beneficial position as on March 24, 2006
Number of
Shares
5,906,650
2,796,650
2,726,650
2,716,700
2,716,700
2,626,650
1,691,102
1,560,189
1,006,875
1,005,300
24753466
% age holding
17.18
8.13
7.93
7.90
7.90
7.64
4.92
4.54
2.93
2.93
72.00
(v)
The present Issue being a rights Issue, as per extant SEBI guidelines, the requirement of
promoters’ contribution and lock-in are not applicable.
(vi)
Other than the issue/allotment of Equity Shares on exercise of existing ESOPs, no further issue of
capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other
manner will be made by our Company during the period commencing from submission of the
Draft Letter of Offer with SEBI till the securities referred to in this Draft Letter of Offer have been
listed, or application money is refunded on account of failure of the Issue.
(vii)
Currently, foreign direct investment (“FDI”) in the retail trading sector is prohibited. However, a
registered foreign institutional investor (“FII”) is permitted to purchase the shares of an Indian
company under the portfolio investment scheme under FEMA so long as the total holding by each
FII or sub account of an FII does not exceed 10% of the total paid up equity capital of an Indian
company and the aggregate holding of all FIIs and sub accounts of FIIs does not exceed 24% of
the paid up equity capital of the Company.
•
•
(viii)
Currently non residents and FIIs hold 14.66 % of the paid up equity capital of the Company.
Renunciation in favour of non-residents or FIIs may require RBI permission by the
renouncee. In case of application for additional Equity Shares by non-resident equity
shareholders including FIIs, the allotment of additional securities will be subject to the
permission/approval of the RBI. Non-resident equity shareholders including FIIs need to
enclose the copy of the approval/permission from RBI alongwith the application for the
additional shares.
Our Company presently does not have any intention or proposal to alter its capital structure within
a period of six months from the date of opening the Issue, except by way of issue/allotment of
27
SHOPPING. AND BEYOND. TM
Equity Shares on exercise of existing ESOPs, by way of split/consolidation of the denominations
of Shares.
(ix)
Our Company has 8,165 Equity Shareholders as on the date of filing of this Draft Letter of Offer.
(x)
At any given point of time there shall be only one denomination for the Shares of our Company
and we shall comply with such disclosure and accounting norms as may be prescribed by SEBI.
(xi)
Our Company has not raised any bridge loan against the proceeds of this Issue.
(xii)
Our Company has not entered into any buyback or standby arrangements.
(xiii)
The rights entitlement of the Promoters will be fully subscribed.
(xiv)
The Issue will remain open for 30 days. However, the Board will have the right to extend the Issue
period as it may determine from time to time but not exceeding 60 days from the Issue Opening
Date
(xv)
If our Company does not receive the minimum subscription of 90% of the Issue on the date of
closure of the Issue (excluding the amount receivable on conversion of the Detachable Warrants),
the entire subscription shall be refunded to the applicants within forty two days from the date of
closure of the issue. If there is delay in the refund of subscription by more than 8 days after our
company becomes liable to pay the subscription amount (i.e. forty two days after closure of the
issue), our company will pay interest for the delayed period, at rates prescribed under sub-sections
(2) and (2A) of Section 73 of the Companies Act, 1956. For details, please refer to the section
titled “Basis of Allotment” beginning on page 707 of this Draft Letter of Offer.
(xvi)
The requirement of minimum subscription shall not be applicable to the amounts receivable on
conversion of Detachable Warrants into Equity Shares on payment of the Warrant exercise price.
(xvii)
The ESOPs are administered by our Compensation/Remuneration Committee, which determine
the terms and conditions of the options vested/granted. Presently we have the following ESOP
schemes in place namely ESOP III, ESOP IV and ESOP 2005 i.e. ESOP V-1, ESOP V-2, ESOP V
-3, ESOP V- 4, ESOP V- 5 and ESOP V-6.
ESOP- III was approved by our members on March 31, 2004 and was revised on July 30, 2004.
Options under ESOP-III have been granted to eligible employees and Directors on April 19, 2004
and are already vested and are due for exercise for period of 3 years from its respective vesting.
ESOP - IV was approved by our members on July 30, 2004 and revised on January 22, 2005 by
our Board. Options under ESOP-IV have been granted to eligible employees and Directors on
January 22, 2005 and its two tranches has already been vested and are due for exercise for a period
of 3 years from its respective vesting. The last and third tranche is due for vesting on May 1, 2008.
ESOP 2005 was approved by our members on December 07, 2005 at its Extra Ordinary General
Meeting. Options under ESOP 2005 have been granted to eligible employees and Directors on
December 28, 2005, July 29, 2006, October 28, 2006, August 23, 2007 and January 28, 2008.
Options granted pursuant to those ESOP schemes were effective from the following dates:
ESOP scheme
ESOP III (as amended)
ESOP IV (as amended)
ESOP V-1
ESOP V-2
Date of grant
May 01, 2004
February 1, 2005
December 28, 2005
July 29, 2006
28
SHOPPING. AND BEYOND. TM
ESOP V-3
ESOP V-4
ESOP V – 5
ESOP V – 6
July 29, 2006
October 28, 2006
August 23, 2007
January 28, 2008
Each option on exercise entitles the option grantee concerned, on payment of the exercise price, to receive
one Equity Share of Rs.10/- Each. No Employee has received options entitling him/her to subscribe to more
than 1% of the Equity Share capital of our Company during the last/current fiscal.
As of the date of filing this Draft Letter of Offer, following are the details of the options under ESOP III,
ESOP IV, ESOP V-1, ESOP V-2, ESOP V-3, ESOP V-4, ESOP V-5 and ESOP V-6 pursuant to the
provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999:
Description
ESOP III
ESOP IV
ESOP V-1
ESOP V-2
ESOP V -3
ESOP V-4
ESOP V -5
ESOP V-6
Options
Granted
Date of
Grant
The Pricing
Formula
1,55,640
1,22,340
1,00,151
2,32,056
1,45,000
13,381
4,00,000
20,000
May 01,
2004
Rs. 150/-
February
01, 2005
Rs. 240/-
July 29,
2006
The options
granted to
eligible
employees
are granted
at
the
average of
the
daily
closing
price
of
Equity
Shares of
the
Company at
BSE during
the period
of 6 months
immediately
preceding
the date on
which the
options
were
granted.
The options
were
granted at
an exercise
price of Rs.
540/-
July 29,
2006
The options
granted to
eligible
employees
are granted
at
the
average of
the
daily
closing
price
of
Equity
Shares of
the
Company at
BSE during
the period
of 6 months
immediately
preceding
the date on
which the
options
were
granted.
The options
were
granted at
an exercise
price of Rs.
540/-
October 28,
2006
The options
granted to
eligible
employees
are granted
at
the
closing
price
of
Equity
shares
of
the
Company at
BSE
on
working
day
immediately
preceding
the date of
grant. The
options
were
granted at
an exercise
price of Rs.
595/-
August 23,
2007
The options
granted to
eligible
employees
are granted
at
the
closing
price
of
Equity
shares
of
the
Company at
BSE
on
working
day
immediately
preceding
the date of
grant. The
options
were
granted at
an exercise
price of Rs.
485/-
January 28,
2008
The
options
granted to
eligible
employee
are granted
at
the
closing
price
of
Equity
shares of
the
Company
at BSE on
working
day
immediatel
y
preceding
the date of
grant. The
options
were
granted at
an exercise
price
of
Rs.423/-
Options
Vested
1,13,517
52,812
December
28, 2005
The options
granted to
eligible
employees
are granted
at
the
average of
the
daily
closing
price
of
Equity
Shares of
the
Company
at
BSE
during the
period of 6
months
immediatel
y preceding
the date on
which the
options
were
granted.
The options
were
granted at
an exercise
price of Rs.
384/41,568
60,896
Nil
4,014
Nil
Nil
29
SHOPPING. AND BEYOND. TM
Options
exercised
and
total
number of
Equity
Shares
arising as a
result
of
exercise of
Options
Options
lapsed /
Cancelled
Variation of
terms of
options
Money
realized by
exercise of
options
Total
number of
Options in
force
Vesting
Schedule
81,216
35,660
15,402
42,123
40,872
32,894
Nil
Nil
Nil
1,21,82,40
0
85,58,400
32,301
Options
granted to
any
employee
equal to or
exceeding
1% of the
issued
capital of
our
Company at
the time of
grant.
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
59,14,368
Nil
Nil
Nil
Nil
Nil
45,808
51,855
192,111
1,45,000
13,381
4,00,000
20,000
25% on
May 01,
2005;
25% on
May 01,
2006;
50% on
May 01,
2007
30% on
May 01,
2006
30% on
May 01,
2007
40% on
May 01,
2008
30% on
December
28, 2006
30% on
December
28, 2007
40% on
December
28, 2008
30% on July
29, 2007
30% on July
29, 2008
40% on July
29, 2009
100%
vesting on
July 29,
2009
30% on
October 28,
2007
30% on
October 28,
2008
40% on
October 28,
2009
35% on
August 23,
2010
35% on
August 23,
2011
30% on
August 23,
2012
35% on
January 28,
2011
35% on
January 28,
2012
30% on
January 28,
2013
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
39,945
Options Granted to Senior Managerial Personnel
Mr. B.S.
Nagesh
Mr. Govind
Shrikhande
Mr. C.B.
22,560
13,980
11,353
24,168
50,000
Nil
Nil
Nil
9,230
7,270
5,306
12,279
45,000
Nil
1,00,000
Nil
7,140
4,470
3,469
6,702
25,000
Nil
40,000
Nil
30
SHOPPING. AND BEYOND. TM
Navalkar
Ms.
Harsimran
Singh
Mr. Arun
Gupta
Mr. Vivek
Mathur
Mr. Kumar
Sitaraman
Nil
Nil
Nil
Nil
Nil
6,724
20,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
20,000
Nil
Nil
2310
1302
3130
Nil
Nil
20,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
20,000
Option holders under ESOP – III who have been granted 5 per cent or more of the options granted during
the year is: 22,560 options to Mr. B. S. Nagesh and 9,230 options to Mr. Govind Shrikhande.
Option holders under ESOP – IV who have been granted 5 per cent or more of the options granted during
the year are: 13,980 options to Mr. B. S. Nagesh and 7,270 options, to Mr. Govind S. Shrikhande
Option holders under ESOP - 2005 who have been granted 5 per cent or more of the options granted during
the year are:
Name of the
Option Holder
Mr. B. S. Nagesh
Mr. Govind S.
Shrikhande
Mr. C. B. Navalkar
Mr. Arun Gupta
Ms. Harsimran
Singh
Mr. Vivek Mathur
Mr. S. Ranganathan
Mr. Salil Nair
Mr. Kumar
Sitaraman
ESOP
V- 1
11,353
5,306
ESOP V2
24,168
12,279
ESOP V-3
ESOP V- 4
ESOP V- 5
ESOP V- 6
50,000
45,000
Nil
Nil
Nil
1,00,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
25,000
Nil
Nil
Nil
Nil
Nil
40,000
20,000
20,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
25,000
Nil
Nil
Nil
Nil
Nil
20,000
20,000
40,000
Nil
Nil
Nil
Nil
20,000
31
SHOPPING. AND BEYOND. TM
OBJECTS OF THE ISSUE
The net proceeds from this Issue will be used to expand our reach by setting up new Shoppers’ Stop stores
(SSL stores) and speciality stores to enable us make our foothold stronger in existing markets and to make
in-roads into the new markets.
We intend to use the net proceeds of this Issue for the following purposes:
●
●
●
Setting up of new stores (both SSL stores and speciality stores);
Equity investment in our Subsidiary, Gateway Multichannel Retail (India) Limited;
General corporate Purpose
The Main Objects clause of our Memorandum of Association enable us to undertake our existing activities
and the activities for which the funds are being raised through this Issue.
The fund requirement and deployment is based on internal management estimates and has not been
appraised by any bank or financial institution. In view of the highly competitive and dynamic nature of the
industry in which we operate, our fund requirements among the above mentioned heads may change from
time to time. Further, the stores to be set up by us are also dependent upon the property being handed over
to us by the developer/property owner concerned. In case of any variations in the actual utilization of funds
earmarked for the above activities, increased fund deployment for a particular activity will be met from
internal accruals / debt of the Company.
Our requirement of funds for setting up of 17 new stores, speciality stores, Equity investment in our
Subsidiary - Gateway Multichannel Retail (India) Limited, and general corporate purposes over the next
four financial years and meeting Issue expenses is Rs [*] million.
The net proceeds of the Issue, after deducting all Issue related expenses, are estimated to be Rs. [*] million.
The Details of the proceeds of the Issue are summarized in the table below: Particulars
Gross Proceeds of the Issue
Issue Related Expenses
Net Proceeds of the Issue
Rs. Million
Upto 5000*
[*]
[*]
Utilization of the Issue Proceeds
The fund requirements for each of the objects mentioned above are given in the following table:
S.
Activities
Total
Amount
Amount to Estimated schedule of deployment of
No
Estimated Deployed
be finance
Net Proceeds for Fiscal
Cost
as
of from
2008
2009
2010
2011
January
Proceeds
31, 2008
of Issue
1
Expenditure on
establishment
of new retail
stores
- SSL stores
3,465.06
148.53
3,316.53
- 1,260.13 1,599.45 456.95
speciality
350.00
350.00
200.00
100.00
50.00
stores
2
Equity
408.00
408.00 158.00
200.00
50.00
investment in
Subsidiary
3
General
[•]
[•]
[•]
[•]
[•]
[•]
32
SHOPPING. AND BEYOND. TM
S.
No
4
Activities
Corporate
Purpose*
Issue Expenses
Total
Total
Estimated
Cost
Amount
Deployed
as
of
January
31, 2008
Amount to
be finance
from
Proceeds
of Issue
[•]
[•]
148.53
[•]
[•]
Estimated schedule of deployment of
Net Proceeds for Fiscal
2008
2009
2010
2011
[•]
[•]
[•]
[•]
[•]
[•]
[•]
[•]
* Amount towards the General Corporate Purpose would be the balance amount, which would be known post determination of the
Issue Price.
As on January 31, 2008, the total expenditure incurred by us towards the objects of this Issue is Rs. 148.53
million which were funded from our internal accruals and will be recovered from the net proceeds of the
Issue.
As per our current business plans, we intend to utilize proceeds for the purposes as specified above.
However, we cannot provide a definitive long-term estimate of the use of proceeds from rights / warrants
issue and the priorities or contingencies affecting them due to the dynamic nature of the industry.
The net proceeds of the Issue would be used to meet all or any of the uses of funds described above. In case
the funds raised in the Issue fall short of our total budgeted requirements, we intend to use internal accruals
/ debt to finance the shortfall. For the six months period ended September 30, 2007 and for year ended
March 31, 2007, our internal (defined as sum of profit after tax and depreciation) accruals based on audited
accounts were Rs. 213.64 million and Rs. 518.22 million respectively.
Setting up of new stores / Retails outlets
We plan to use the funds raised for the setting up following Shopper’s Stop stores:
No
of
Period ending
Locations
Area Sq Ft*
Stores
Jaipur, Amritsar, Banglore (2), Navi Mumbai,
675,589
March 31, 2009
8
Ludhiana, Delhi, Ahmedabad
Pune, Coimbatore, Aurangabad, Mumbai,
910,132
March 31, 2010
7
Hyderabad, Durgapur, Thane
March 31, 2011
2
Ahmedabad, Chandigarh
256,851
Total
17
1,842,572
* The exact chargeable area of the individual properties may undergo marginal change after completion of
construction of the stores.
Above seventeen (17) properties have been identified for setting up of Shoppers’ Stop store and we have
entered into preliminary contractual arrangements for these stores. Setting up additional stores will help us
expand our reach and serve additional customers in existing and new locations, and help us with our growth
plans.
Since 2006, we have commenced seven (7) stores having an approximate area of 512,840 sq ft.. The cost
estimates for the above mentioned seventeen (17) stores are based on our past experience of developing
stores and taking into account the location in which the new stores are proposed.
We have estimated the year wise store openings based on the dates of delivery of the store property as
indicated by respective developers/ Property owners. There have been occasions in the past where there has
been a significant delay/default in handing over of properties to us by the developers/property owners
concerned and if for any reason the deliveries of any of the properties is delayed (which is common in real
estate developments), the chronology and the number of the store opening may change. We may also
identify and add other properties from time to time for setting up our departmental stores at other identified
33
SHOPPING. AND BEYOND. TM
locations, which may substitute or add to the existing identified departmental stores.
Store capital expenditure and deposits for store sites
We intend to enter into definitive agreements with the developers/ property owners for all the planned new
stores.
Since we do not own any of the premises in which our stores are located, but take them on various
arrangements, deposits are payable by us on entering into the commercial arrangement with the developers
/ property owners. The estimated cost for establishment primarily comprises of deposit for lease/license
arrangements, expenditure on installation of air-conditioning equipment, escalators/elevators, generator
sets, electrical lighting, interiors, furniture, fixtures, security system, in-store IT systems, display
equipments, civil work and establishment related expenses. We enter into contracts with vendors for the
supply of the same a few months before we expect the property to be handed over to us to operate our
stores. Since these are standard equipment available from various vendors in India and overseas, we foresee
no difficulty in sourcing the same even at a short notice.
The estimated total fund requirement for capital expenditure and lease deposits for establishment of
proposed 17 stores is Rs. 3,465.06 million. Until January 31, 2008, the total expenditure incurred by us
towards the establishment of new retail stores is Rs. 148.53 million which were funded from our internal
accruals and will be recovered from the net proceeds of the Issue. The balance fund requirement for store
capital expenditure and lease deposits amounting to Rs. 3,316.53 million is proposed to be met through
proceeds from the Issue. Funding of these stores would be done partly from issue of shares on rights basis
and partly from proceeds of warrants issue.
We also propose to come out with speciality stores as a plan of our expansion strategy. The speciality stores
are typically set up within three-six months of the identification of the site, as opposed to a time of two to
three years which may be taken for setting up a Shopper’s Stop store after identifying the site. As on date,
we have not signed any definitive or other agreements in relation to the speciality stores and plan to deploy
Rs. 350 million in a span of next three years. Funding of these speciality stores would be done partly from
issue of shares on rights basis and partly from proceeds of warrants issue.
Equity Investment in Subsidiary - Gateway Multichannel Retail (India) Limited
In July 2007, our Company and its associate company, Hypercity Retail India Limited (“HRIL”) entered
into a franchise arrangement and other related agreements with the UK’s leading home and general
merchandise retailer, Home Retail Group plc (“Home Retail Group”), to develop the “Argos” multichannel retail format in India.
To facilitate the franchise arrangement, Home Retail Group set up a wholly-owned company in India,
Home Retail Group (India) Private Limited (“Home Retail India”). Our Company and HRIL jointly
incorporated Gateway Multichannel Retail (India) Limited (“Gateway”) as their joint venture company
with our Company and HRIL owning 51% and 49% of Gateway’s share capital respectively. Gateway is a
51% subsidiary of our Company.
Gateway has opened catalogue stores, call and collect stores,developed, internet retail website and facilitate
telephone orders under the name of “Hypercity - Argos”. This has helped us in venturing in to a new format
of retailing. Gateway commenced its business operations from December 05, 2007 and has opened 5 stores
at Thane.
Our estimated equity investment in the Gateway would be in tune of Rs. 408.00 million for 51% stake. This
amount has been estimated based on estimates of future business opportunities and will be utilized for
acquisition of fixed assets, lease deposits, inventories and other current assets.
General Corporate Purposes
34
SHOPPING. AND BEYOND. TM
In addition to continued investments in expansion of our retail chain, we intend to enhance our capabilities
and address gaps in Indian retail industry, technical expertise, further develop and expand our IT
infrastructure to support our retail chain and category expansion through new product offerings, strategic
acquisitions, investments or joint ventures. We also plan to continue investing in and developing the
“Shoppers’ Stop” brand.
The balance of the issue proceeds will be deployed for general corporate purposes including but not
restricted to capitalizing on new opportunities that may arise anytime in future including, but are not
limited to, working capital, repayment of loans, setting up new offices, branding/advertisement expenses,
strategic investments/acquisition opportunities, increasing or maintaining our stake in any of our present or
future Subsidiaries or joint ventures..
Meet Issue Expenses
The total expenses for this Issue are estimated to be approximately Rs. [*] million and are estimated not to
exceed [*] % of the size of the rights issue. The Issue related expenses include among others, Issue
management fees, registrar fee, printing and distribution expenses, legal fees, advertisement expenses,
stamp duty, depository charges and listing fees to the Stock Exchanges.
The following table gives break-up of estimated issue expenses and contingencies and is approximately [*]
% of the Rights Issue Size.
Category
Estimated expenses (Rs.
in million)
% of the Issue
Expenses
% of total
Issue Size
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
Lead Manager Fees
Fees for the Registrar to the Issue
Fees for the Legal Counsel for the Issue
Advertisement Expenses
Printing, Postage, Stationery
Contingency, Stamp duty, Listing Fees
Total
Proceeds from Conversion of Warrants
We, as approved by the Board from time to time, will utilize funds raised through conversion of warrants
for setting up of our new stores/retail outlets, speciality stores, including expansion of our own facilities,
acquisitions, strategic partnerships, etc.
The warrants can be exercised at any time between 12 months to 36 months from the date of allotment. For
further details please refer sub-section titled “Principal Terms of the Warrants” beginning on page 712 of
this Draft Letter of Offer. .
If the entire [●] warrants proposed to be issued, is not exercised by the warrant holders within the warrant
Exercise Period (as specified in the section titled “Terms of the Issue” on page no. 694 of this Draft Letter
of Offer), then the warrant proceeds will reduce. In such eventuality, the balance of amount required for
financing the setting up of the new stores/retail outlets as specified above shall be part financed from
internal accruals/ external borrowing or from issue of securities as approved by the Board of our Company.
As per our current business plans, we intend to utilize proceeds for the purposes as specified above.
Further, if we deploy some / entire amount towards the stores planned to fund from the warrants issue from
our internal accruals/ debt before exercise of warrants, we would recoup the said funds from the proceeds
of the warrants issue.
The net proceeds of the warrants Issue would be used to partly meet the uses of funds described above
under the sub-section title “Utilisation of Issue Proceeds” on page 723 of this Draft Letter of Offer. In case
35
SHOPPING. AND BEYOND. TM
the actual funds requirement is higher than the total funds raised through the Issue proceeds, we intend to
use internal accruals / debt to finance the shortfall.
Working Capital
The proceeds of the Issue, except those earmarked for general corporate purposes, will not be used to meet
our working capital requirements as we expect our existing working capital facilities and internal cash
accruals would be sufficient to meet our incremental working capital requirements.
Means of Finance
The above mentioned funds requirement will be met from the proceeds of the rights / warrants issue as
detailed below:
Amount
Particulars
Issue of shares on Rights basis
Proceeds from exercise of warrants
Total
Upto 3, 000 million
Upto 2, 000 million
Upto 5, 000 million
DEPLOYMENT OF FUNDS
M/s. Deloitte Haskins & Sells, Chartered Accountants, through their certificate dated March 24, 2008, have
certified that the following expenditure have been incurred by us until January 31, 2008 with respect to the
objects, which have been earmarked for utilisation of the proceeds of the Issue:
(Rs. in million)
Objects
Funds deployed as of
January 31, 2008
Expenditure on establishment of New Retail Stores (SSL stores)
148.53
INTERIM USE OF PROCEEDS
Pending utilization of issue proceeds, the management, in accordance with the policies set up by the Board,
will have the flexibility in deploying the proceeds received from the present Issue and during this period we
intend to temporarily deploy the proceeds of the Issue in reducing our exposure to short term borrowings/
working capital from banks & financial institutions and to temporarily invest the funds in interest/dividend
bearing liquid instruments including money market mutual funds, deposits with banks for the necessary
duration. The funds will not be deployed in any Equity Markets or Equity Market related instruments. Such
investments would be in accordance with investment policies approved by the Board from time to time.
No part of the Issue proceeds will be paid by the Company as consideration to Promoters, Directors, key
management personnel, subsidiaries, associate or group companies except in the course of normal business,
such as deposit / lease rentals/ conducting fees for premises owned by any of the companies promoted by
our promoters as per terms of the commercial contractual arrangements.
MONITORING OF UTILISATION OF FUNDS
We will disclose the utilization of the Issue proceeds separately for both funds raised from issuance of
Equity shares on Rights basis and from the proceeds of the warrants under a separate head in our
Company’s balance sheet for the financial year 2008, 2009, 2010 and 2011 clearly specifying the purpose
for which such proceeds have been utilized. We, in our balance sheet for the financial years 2008, 2009,
2010 and 2011 provide details, if any, in relation to all such proceeds of the Issue that have not been
utilized thereby also indicating investments, if any of such unutilized proceeds of the Issue.
36
SHOPPING. AND BEYOND. TM
No part of the Issue proceeds, will be paid by our Company, as consideration to Promoters, Directors,
Promoter Group Companies, key managerial personnel except in the usual course of business. The audit
committee appointed by the board will monitor the utilization of the proceeds of the Issue.
37
SHOPPING. AND BEYOND. TM
BASIS FOR ISSUE PRICE
The Issue Price of Rs. [●] has been determined by our Company in consultation with the Lead Managers,
on the basis of market conditions. Investors should also refer to the sections titled “Risk Factors” and
“Financial Information” beginning at pages x and 346 respectively of this Draft Letter of Offer, to get a
more informed view before making the investment decisions.
QUALITATIVE FACTORS
Experienced professional management team
We have an experienced professional management team led by Mr. B. S. Nagesh, our CCA & MD, who is
a prominent professional in the retail sector in the country and has been the first Chairman of the CII
Committee on Retail in 2001 and has received various awards over the. Our GROUPCOM consists of 6
professionals and is supported by a team of professionals with relevant domain expertise and retail oriented
functional specializations from FMCG and service industry background with professional qualification in
their respective fields.
Strong focus on systems and processes
We have a strong focus on systems and processes. We have been able to capture our learnings over the
years and use them to create Standard Operating Procedures (‘SOPs’) for each of our activities, right from
planning and setting up of new stores to their day to day operations. Our SOPs are available on our Intranet,
which helps our employees to access them whenever required helping us achieve consistency in our
decision making process across the chain. We also have a Manual of Authority, outlining the framework of
financial and legal decision making authority at all levels in our Company, right up to the CCA & MD and
the CCA, Executive Director & CEO.
Extensive use of Information Technology (IT) systems
We have deployed state of the art international IT systems for retail operations across our business
processes and operations. Most of our processes are linked online, and utilize some of the leading
technologies available to deliver overall control and efficiency.
With changing customer aspirations and requirements, immediate monitoring of information on sales trends
is critical. Our IT systems help us not only to monitor customer purchase patterns, but also allows our
organization to quickly respond to it by facilitating decision making and providing us the tools to adjust our
operational strategy accordingly.
Strong distribution and logistics network and supply chain
We have created a strong distribution and logistics network, with our four Distribution Centers covering
303,382.20 square feet handling over 400,000 SKUs per year, and working 24x7.
The distribution and logistics setup is networked and on line allowing us to deliver merchandise to the store
within 48 hours of receipt / generation of auto replenishment order, which has helped us optimize in store
availability of merchandise. We believe our existing Distribution Centres, which have been designed to
scale up, will be able to meet our growth requirements as we expand the number of our stores.
Vast range of lifestyle products and services
Our merchandise ranges across apparel, accessories, perfumes, cosmetics, home and kitchen products with
over 400,000 SKUs, which are complemented by our services offerings.
38
SHOPPING. AND BEYOND. TM
We offer our customers a variety of national and international brands as well as our in-store brands (private
labels) under one roof.
Internationally benchmarked shopping environment
We believe our focus on providing our customer a globally benchmarked shopping environment with the
best in class service has been instrumental in our success. We engage international designers such as
Portland Design Associates (UK) to design our stores, sourcing the fixtures in domestic as well as
international markets. We periodically provide our managers exposure to international department stores
through IGDS to be able to capture and implement best practices in our operations.
Strong understanding of the real estate business
We benefit from our Promoters’ association with the real estate business and their relationships with
developers, which have helped us acquire preferred properties at competitive rates.
Large base of loyal customers
We had 19.9 million customers enter our stores in the year ending March 31, 2007. We believe that the
emotional connect that we have been able to create with our customers through our service offering and
special promotions has helped us convert many of them into loyal customers. This is clearly proven by our
large and constantly growing base of First Citizen members.
QUANTITATIVE FACTORS
Information presented in this section is derived from our restated consolidated financial statements
prepared in accordance with Indian GAAP.
Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:
1.
UNCONSOLIDATED EARNING PER SHARE (EPS - BASIC):
Year ended
Face Value per Share (Rs. 10 per share)
Weight
Rupees
March 31, 2005
March 31, 2006
March 31, 2007
Weighted Average
6.91
8.06
7.47
7.57
1
2
3
Basic EPS for the six months period ended September 30, 2007 is Rs. 1.11
Note:
a)
The Earning per Share has been computed on the basis of the restated summary statements of
Shoppers’ Stop Limited.
b) In calculating diluted EPS, the effects of potential dilution to rights issue of Equity shares has not
been considered since the quantum of Equity Shares which will be issued cannot be worked out, at
present.
c) EPS is calculated on the basis of Profit After Tax as Restated, divided by the weighted average
number of shares outstanding during the period / year.
2.
PRICE EARNING RATIO (P/E RATIO)
Price/Earning (P/E) ratio in relation to issue Price of Rs [●]
39
SHOPPING. AND BEYOND. TM
a) For the year ended March 31, 2007 EPS (basic) is Rs. 7.47
b) P/E based on year ended March 31, 2007 is [●]
c) Peer Group P/E –
a. Highest
84.5
b. Lowest
c. Peer Group Average
11.7
Source: Capital Markets Vol. XXIII/01 dated March 10-23, 2008 (Industry – Textiles - Products). Data
based on full year results as reported in the edition.
A.
Return on Net Worth As Per Restated Indian GAAP Financials:
Year Ended
RONW (%)
Weight
March 31, 2005
20.20
March 31, 2006
10.00
March 31, 2007
8.77
Weighted Average
11.09
RONW for the six months period ended September 30, 2007 is 1.30%
B.
3.
1
2
3
Minimum Return on Increased Net Worth required to maintain pre-issue EPS is [●]
NET ASSET VALUE PER EQUITY SHARE:
a. As of March 31, 2007 is Rs. 84.46
b. As of September 30, 2007 is Rs. 85.28
c. After the Issue [●]
d. Issue Price [●]*
Net Asset Value is calculated as Net Worth at the end of each period / year divided by the number of
Equity Shares at the end of each period / year.
4.
COMPARISON WITH INDUSTRY PEERS:
Fiscal 2007
Pantaloon Retail
Trent Limited
Shopper’s stop
NAV (per
share)
(Rs.)
EPS
(Rs.)
3.9
13.8
7.47
85.7
301.5
84.46
P/E
84.5
35
-
RONW
(%)
7.4
8.8
8.77
Source: Capital Markets Vol. XXIII/01 dated March 10-23, 2008 (Industry – Textile - Products).
In view of the reasons mentioned above, our Company and the Lead Managers to the Issue in consultation
with whom the premium has been decided are of the opinion that the premium is justified and reasonable.
40
SHOPPING. AND BEYOND. TM
STATEMENT OF TAX BENEFITS
ANNEXURE - XIII_; STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO
SHOPPERS STOP LIMITED (‘the Company’) AND ITS SHAREHOLDERS
INCOME TAX ACT, 1961:
A. To the Company:
1.
By virtue of section 10(34) of the Income Tax Act, dividend income(received by the Company)
referred to in section 115-O of the IT Act, will be exempt from tax in the hands of the Company.
2.
By virtue of section 10(35) of the Income Tax Act, the following income shall be exempt in the
hands of the Company –
(a)
(b)
(c)
Income received in respect of the units of a Mutual Fund specified under clause (23D) of
section 10; or
Income received in respect of units from the Administrator of the specified undertaking;
or
Income received in respect of units from the specified company;
Provided that this exemption does not apply to any income arising from transfer of units of the Administrator of the
specified undertaking or of the specified company or of a mutual fund, as the case may be. For this purpose:
(i)
(ii)
3.
“Administrator” means the Administrator as referred to in clause (a) of section 2 of the
Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002;
“specified company” means a company as referred to in clause (h) of section 2 of the
Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002;
In terms of section 10(38) of the Income tax Act, any long term capital gain arising to the
company from the transfer of a long term capital asset being an equity shares in a company or unit
of an equity oriented fund, where such transaction is chargeable to securities transaction tax,
would not be liable to tax in the hands of the company.
For this purpose, “Equity Oriented Fund” means a fund(i)
(ii)
Where the investible funds are invested by way of equity shares in domestic companies to
the extent of more than sixty five per cent of the total proceeds of such fund; and
Which has been set up under a scheme of a Mutual Fund specified under clause (23D) of
the Act.
The long-capital gains exempt under section 10(38) shall be taken into account in computation of
the book profit and income-tax payable under section 115JB.
4.
In accordance with and subject to the provisions of section 32, the Company will be entitled to
claim depreciation in respect of tangible assets and intangible assets being in the nature of
copyrights and trademarks or any other business or commercial rights of similar nature acquired
on or after 1 April 1998 at the rates prescribed under the Income tax Rules.
5.
In accordance with and subject to the provisions of section 35 of the Income tax Act, the Company
will be entitled to deduction in respect of any sum paid to any association/ university specified
therein.
41
SHOPPING. AND BEYOND. TM
6.
The company will be entitled to amortize preliminary expenses being the expenditure incurred on
public issue of shares, under section 35D(2)(c)(iv) of the Act, subject to the provisions of section
35D and the limit specified in section 35D(3).
7.
Under section 54EC of the Income tax Act and subject to the conditions and to the extent specified
therein, long term capital gains arising on transfer of a long term capital asset shall be exempt
from tax if the gains are invested within six months from the date of transfer in the purchase of a
long term specified asset.The investment made on or after the 1st day of April, 2007 in the longterm specified asset by an assessee during any financial year should not exceed fifty lakhs.
If the specified asset is transferred or converted into money at any time within a period of three
years from the date of acquisition, the amount of capital gains on which tax was not charged
earlier shall be deemed to be income chargeable under the head “Capital Gains” of the year in
which the specified asset is transferred.
“Long term specified asset” for the purpose of making investment under section 54EC of the Act,
means any bond, redeemable after three years and issued on or after the 1st day of April 2007:
(i) by the National Highways Authority of India constituted under section 3 of the National
Highways Authority of India Act, 1988 or;
(ii) by the Rural Electrification Corporation Limited, a company formed and
registered under the Companies Act, 1956.
8.
In terms of section 111A of the Income tax Act, any short term capital gain arising to the company
from the transfer of a short term capital asset being an equity shares in a company or unit of an
equity oriented fund on or after 1st day of October 2004, where such transaction is chargeable to
securities transaction tax, would be subject to tax at a rate of 10 per cent (plus applicable
surcharge and education cess and secondary and higher education cess ).Short Term Capital
Gains arising from transfer of Shares in a Company, other than those covered by Section 111A of
the IT Act, would be subject to tax as calculated under the normal provisions of the IT Act.
Short-term capital loss suffered during the year is allowed to be set-off against short-term as well
as long-term capital gains of the said year.
Long-term capital loss suffered during the year is allowed to be set-off against long-term capital
gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against
subsequent years’ long-term capital gains.
9.
Under Second Proviso to Section 48 of the Income Tax Act, 1961, the long term capital gains of
the Company arising on transfer of capital assets other than bonds and debentures (not being
capital indexed bonds) will be computed after indexing the cost of acquisition, cost of
improvement and Long Term Capital Gains would be charged at a rate of 20% as per Section 112
of the Income Tax Act plus applicable surcharge and education cess. Alternatively, at the option of
the company, in respect of Long term capital gains from the sale of listed securities or units or
zero coupon bonds where the tax payable in respect of any such long term capital gains exceeds
10% of the amount of capital gains arrived at without indexing the cost, the capital gains is
charged at a concessional rate of 10% plus applicable surcharge and education cess.
10.
In case the income tax payable under the normal provisions of the IT Act is less than 10% of the
book profits of the Company, then such book profit would be deemed to be the total income of the
Company for that year and minimum alternate tax (MAT) payable on such total income under
section 115JB would be at the rate of 10% plus applicable surcharge and education cess and
secondary and higher education cess.
42
SHOPPING. AND BEYOND. TM
11.
Under section 115JAA(1A) of the Act, credit is allowed in respect of any MAT paid under section
115JB of the Act for any assessment year commencing on or after April 1, 2006. Tax credit eligible
to be carried forward will be the difference between MAT paid and the tax computed as per the
normal provisions of the Act for that assessment year. Such MAT credit is allowed to be carried
forward for set off purposes for up to 7 years succeeding the year in which the MAT credit is
allowed.
12.
Section 88E provides that where the total income of a person includes income chargeable under the
head “Profits and gains of business or profession” arising from purchase or sale of an equity share
of a company entered into in a recognized stock exchange, i.e., from taxable securities transaction,
he shall get rebate equal to the securities transaction tax paid by him in the course of his business.
Such rebate is to be allowed from the amount of income tax in respect of such transactions
calculated by applying average rate of income tax on such income. As such, no deduction will be
allowed in computing the income chargeable to tax as capital gains, such amount on account of
securities transaction tax.
B. To the Members of the Company:
Resident Members
1.
In terms of section 10(34) of the Income tax Act, any income by way of dividends referred to in
section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003 by the
Company) is exempt from tax.
2.
In accordance with section 10(23D) of the Income tax Act, all Mutual Funds registered under the
Securities and Exchange Board of India Act or set up by public sector banks or a public financial
institutions or authorised by the Reserve Bank of India, subject to the conditions specified therein
are eligible for exemption from income tax all their income, including income from investment in
the shares of the Company.
3.
In terms of section 10(38) of the Income tax Act, any long term capital gain arising to the
members from the transfer of a long term capital asset being an equity shares in a company on or
after 1st day of October 2004, where such transaction is chargeable to securities transaction tax,
would not be liable to tax in the hands of the company.
However, income by way of long-capital gain of a company shall be taken into account in
computation of the book profit and income-tax payable under section 115JB.
4.
As per the provisions of Section 54EC of the IT Act and subject to the conditions and to the extent
specified therein, long-term capital gains (which are not exempt under section 10(38) of the IT
Act) would be exempt from tax to the extent such capital gains are invested in long term specified
assets within 6 months from the date of such transfer in the bonds issued by:
(i)
National Highway Authority of India constituted under section 3 of The National
Highway Authority of India Act, 1988:
(ii)
Rural Electrification Corporation Limited, the company formed and registered under the
Companies Act, 1956;
If only part of the capital gain is so reinvested, exemption available shall be in the same proportion
as the cost of long term specified assets bears to the whole of the capital gain. However, in case
the long term specified asset is transferred or converted into money within three years from the
date of its acquisition, the amount so exempted shall be chargeable to tax during the year such
transfer or conversion into money takes place. The investment in the Long Term Specified Asset
43
SHOPPING. AND BEYOND. TM
made by the Shareholder on or after April 1, 2007 during the financial year should not exceed 50
lakhs rupees.
The cost of the long term specified assets, which has been considered under this section for
calculating capital gain, shall not be allowed as a deduction from the Income Tax under Section
80C for any assessment year beginning on or after 1 April, 2006.
5.
As per the provisions of Section 54F of the IT Act and subject to the conditions specified therein,
long-term capital gains(which are not exempt under Section 10(38) of the IT Act) arising to an
individual or a Hindu Undivided Family (“HUF”) on transfer of shares of the Company will be
exempt from capital gains tax if the sale proceeds from transfer of such shares are used for
purchase of residential house property within a period of 1 year before or 2 years after the date on
which the transfer took place or for construction of residential house property within a period of 3
years after the date of such transfer.
6.
In terms of section 111A of the Income tax Act, any short term capital gain arising from the
transfer of a short term capital asset being an equity shares in a company or unit of an equity
oriented fund on or after 1st day of October 2004, where such transaction is chargeable to
securities transaction tax, would be subject to tax at a rate of 10 per cent (plus applicable surcharge
and education Cess and secondary and higher education cess). Short term capital gain arising from
transfer of shares in a company, other than those covered by section 111A of the IT Act, would be
subject to tax as calculated under the normal provisions of the IT Act.
Short-term capital loss suffered during the year is allowed to be set-off against short-term as well
as long-term capital gains of the said year.
Long-term capital loss suffered during the year is allowed to be set-off against long-term capital
gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against
subsequent years’ long-term capital gains.
7.
Under Second Proviso to Section 48 of the Income Tax Act, 1961, the long term capital gains
arising on transfer of capital assets other than bonds and debentures (not being capital indexed
bonds) will be computed after indexing the cost of acquisition, cost of improvement and Long
Term Capital Gains would be charged at a rate of 20% as per Section 112 of the Income Tax Act
plus applicable surcharge and education cess and secondary and higher education cess.
Alternatively, at the option of the company, in respect of Long term capital gains from the sale of
listed securities where the tax payable in respect of any such long term capital gains exceeds 10%
of the amount of capital gains arrived at without indexing the cost, the capital gains is charged at a
concessional rate of 10% plus applicable surcharge and education cess and secondary and higher
education cess.
8.
Section 88E provides that where the total income of a person includes income chargeable under
the head “Profits and gains of business or profession” arising from purchase or sale of an equity
share of a company entered into in a recognized stock exchange, i.e., from taxable securities
transaction, he shall get rebate equal to the securities transaction tax paid by him in the course of
his business. Such rebate is to be allowed from the amount of income tax in respect of such
transactions calculated by applying average rate of income tax on such income. As such, no
deduction will be allowed in computing the income chargeable to tax as capital gains, such amount
on account of securities transaction tax.
Under the Wealth Tax Act, 1957:
Shares of the company held by a member will not be treated as an asset within the meaning of section 2(ea)
of the Wealth Tax Act, 1957, hence the shares will not be liable to wealth-tax.
44
SHOPPING. AND BEYOND. TM
Notes:
• The above statement of Possible Direct Tax Benefits sets out the provisions of law in a summary
manner only and is not a complete analysis or listing of all potential tax consequences of the
purchase, ownership and disposal of equity shares.
•
The above statement of Possible Direct Tax Benefits sets out the possible tax benefits available to
the Company and its shareholders under the current tax laws presently in force in India. Several
of these benefits are dependent on the company or its shareholders fulfilling the conditions
prescribed under the relevant tax laws.
•
Legislation, its judicial interpretations and the policies of the regulatory authorities are subject to
change from time to time, and these may have a bearing on the above. Accordingly, any change or
amendment in the law or relevant regulations would necessitate a review of the above. Unless
specifically requested, we have no responsibility to carry out any review of our comments for
changes in laws or regulations occurring after the date of issue of this note.
•
This statement is only intended to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual
nature of the tax consequences, the changing tax laws, each investor is advised to consult his or
her own tax consultant with respect to the specific tax implications arising out of their
participation in the issue.
Our views expressed herein are based on the facts and assumptions indicated by you. No assurance is given
that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the
existing provisions of law and its interpretation, which are subject to change from time to time. We do not
assume responsibility to update the views consequent to such changes. The views are exclusively for the
use of Shoppers’ Stop Limited. Deloitte Haskins & Sells, India shall not be liable to Shoppers’ Stop
Limited for any claims, liabilities or expenses relating to this assignment except to the extent of fees
relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or
intentional misconduct. Deloitte Haskins & Sells will not be liable to any other person in respect of this
statement.
45
SHOPPING. AND BEYOND. TM
SECTION IV – ABOUT US
INDUSTRY OVERVIEW
Indian Retail Sector
The Indian Retail Sector has undergone rapid transformation by setting scalable and profitable retail
models across various categories and formats. Traditional markets are making way for departmental
stores, hypermarkets, supermarkets and speciality stores. The modern malls cater to shopping,
entertainment and food, all under one roof. It was estimated that India will have over close to 50 million
square feet of quality retail space by the end of 2007. The growth in mall space has been over ten fold in
four years: from about 2 million square feet in 2002 to 28 million square feet in 2006. The Indian Retail
market is estimated to be worth around Rs. 14,100 billion. The organized retail market has increased its
share from 3 % in 2004 to around 4 % in 2006 and is valued at Rs. 511 billion (source: India Retail Report
2007, Technopak Advisors Private Limited)
Rs. Billion
Current Size & Future Projections for Indian Retail Market
45000
40000
35000
30000
25000
20000
15000
10000
5000
0
42462
15792
14108
22134
19782
17682
24780
11844
511
2007
2008
2009
2010
Total Retail
4074
3108
2142
1218
714
2011
2012
2017
Organized Retail
Key Drivers of the organised retail industry
Changing Demographic profile
The composition of the Indian population is shifting towards a larger composition of people in the age
group 20-60 i.e. the working population with purchasing power. This shift is expected to be a major
driver of consumption.
Share of 20-60 Year Population of the Total Population
65%
60%
55%
50%
53%
51%
49%
45%
46
India
2005
2010
2015
SHOPPING. AND BEYOND. TM
Source: India Retail Report 2007, Technopak Advisors Private Limited
The low median age of the population means a higher current consumption spend vs. savings as a younger
population has both, the ability and willingness to spend. The younger population is also quicker at
experimenting. The Indian consumer in among the youngest in the world as compared to the ageing
population of USA, China, Japan, UK etc. Higher consumption is a direct booster for the retailing industry.
Rising income levels
NCAER reports that the number of high-income households has grown substantially. The reports indicate
that:
• The Very Rich, with annual income of Rs. 215,000 stood at 6.2 million in 2006
• The Consuming Class, with annual income of Rs. 45,000 to 215,000 stood at 90.9 million
• The number of households in the Aspirants (Rs. 16,000 to Rs. 22,000 annual income) and the
Destitute (less than Rs. 16,000 annual income) groups will decrease significantly (source: India
Retail Report 2007, Technopak Advisors Private Limited).
Personal Disposable Income, Household Sector Saving and GDP Across Deciles, All India, 2003-04
Deciles
1 (lowest)
2
3
4
5
6
7
8
9
10 (highest)
Total
Top 20 per cent
Top 5 per cent
Top 1 per cent
Personal
Disposable
Income
(Rs.
Billion)
471.25
752.21
968.19
1,281.29
1,465.41
2,083.93
1,992.33
2,809.31
3,725.28
8,035.84
23,585.03
11,761.12
5,365.25
2,038.44
Saving (Rs
billion)
Per Capita
Income
(Rs.)
Per Capita
Saving
(Rs.)
Per
Household
Income
(Rs.)
32.62
80.80
130.33
209.09
263.56
423.65
413.51
645.99
971.78
2,627.84
5,799.17
3,599.61
1,818.12
732.12
3,813
6,437
8,806
11,066
13,750
17,034
21,061
26,910
37,602
88,940
21,767
62,090
124,642
257,041
264
691
1,185
1,806
2,473
3,463
4,371
6,188
9,809
29,085
5,352
19,003
42,237
92,318
22,806
36,167
49,537
59,909
75,990
89,123
115,168
137,889
183,476
395,551
115,981
289,544
527,731
1,017,456
Per
Household
Saving
(Rs.)
1,579
3,885
6,668
9,776
13,667
18,118
23,903
31,707
47,862
129,351
28,518
88,618
178,832
365,425
Increasing Middle class consumption growth
India has seen a significant change in the consumption of durables in recent years. The changing income
demographics, age profile and macro environment are visible in the growth in consumption of durables. For
example, the installed base of cars, cable television subscribers and cellular subscribers has increased
significantly over this period.
Real Estate Boom
The positive growth in industry is driving the real estate boom in India. The development of real estate
focuses on two primary areas: retail and residential. The growth in mall space has been over ten fold in four
years: from about 2 million square feet in 2002 to 28 million square feet in 2006 (source: India Retail
47
SHOPPING. AND BEYOND. TM
Report 2007, Technopak Advisors Private Limited). According to an ICICI study, malls are estimated to
become a Rs. 384,470 million sector by 2010.
Proliferation of Shopping Malls
600
525
500
407
400
300
200
137
100
14
0
2001
2006
2007
2010
Source: India Retail Report 2007, Technopak Advisors Private Limited
Technology
Technological changes are being adapted for use in retail. Retailers are using call centres and cell phones to
keep their customers informed of new developments, schemes and offers. Technology is being used to
improve the customer experience, customer information, security, logistics and supply chain management.
As a consequence, technology helps in finding favour with the consumers and increasing operational
efficiency and thus enhancing profitability.
Fluidity
The retail segment is expected to become more fluid now, with an increasing number of super-sized stores
ranging in stocks from grocery to healthcare products. It is expected that the traditional formats will
collapse into each other (source: India Retail Report 2007, Technopak Advisors Private Limited).
Exposure to international trends
The large Indian population traveling and employed abroad is facilitating creation of awareness of modern
shopping formats and also leading to change in consumer expectations from the providers of shopping
options in India. There is a large Indian NRI population. Given that international lifestyle brands are readily
available in their country of migration, this population shops for similar quality merchandise at lower prices
in India on their visits here. In addition, inbound tourists visiting India and looking for shopping here seek
similar products at lower costs in a similar environment.
Globalisation has removed trade barriers and promoted consumerism. Over the last decade, there has been
an increase in branded goods, both domestic and international, in the Indian market across product
categories. Both width and depth of product offering to the Indian consumers is increasing.
Dynamics of organised retail
Organised Retail derives its advantages from generating operational efficiencies while simultaneously
catering to rising consumer aspirations. Size drives economies on procurement, and lowers logistics and
marketing costs while delivering better value to customers in terms of lower price, better quality, greater
selection, improved service and in-store ambience.
48
SHOPPING. AND BEYOND. TM
The virtuous cycle
Rationalisation of
Intermediaries
Better
Bargaining
Reduces
Cost
Time to
market
High
Volume
Increases
Increased
Conversion
Product
Change
Retail economies
of space
Value for
Money
Increased share of
customer basket
Challenges in Indian Retail
Human Resource
The industry needs skilled manpower to fit the diverse roles at the front-end and back-end of the new and
complex retail formats. It is estimated that over 2.5 million jobs will be created in the sector by 2010. The
complexity of the operations requires trained personnel. The modern formats require staff to handle
administration, public relations, advertising, store management, sourcing, merchandising and information
management. A number of reputed institutes have started offering specialised courses in retail management.
Technology
Technology is important to cut costs, improve efficiency, providing value to customers and increasing the
customer experience. IT solutions help in synchronising activities across various verticals such as
procurement of inventory. Security from both external and internal threats are also important when the
scale of the operations increases.
Logistics
The efficiency of logistics and supply chain management systems are curtailed due to infrastructure
constraints. The wider range of products make supply chain management even more complex. Efficient
logistics services help organised retailers streamline their operational dynamics and thus more profitability.
Market Information and Presence
49
SHOPPING. AND BEYOND. TM
It is important to track demographic and socio-economic changes, evolving customer needs and desires,
behavioral transformation as it takes place. A multi-channel, pan-India presence is essential for holding the
leading position in the retail industry.
Investments
Retailers have to continuously upgrade systems and keep expanding their presence, both to provide better
services to customers and maintain their position in the market. The retail industry has benefited from the
partial relaxation of restrictions on FDI in the real estate sector. However, in the retail sector, FDI is
allowed only in the cash and carry formats and to the extent of 51 per cent in single brand retail operations.
Overview of Retailing in India
The Indian Retail market is estimated to be worth around Rs. 14,100 billion. The organized retail market
has increased its share from 3 % in 2004 to around 4 % in 2006 and is valued at Rs. 511 billion
(source: India Retail Report 2007, Technopak Advisors Private Limited). Food and grocery is estimated to
be the largest single block, but the contribution of the organized sector is at 0.8 %. The clothing, textile and
fashion accessories constitute the second largest block where nearly 17.5 % is contributed by the organized
sector. Footwear has the highest contribution from organized retail (36 %).
Indian Retail Market
Retail Segments
India Retail
Value
(Rs. billion)
Food, Beverages & Tobacco
8,912
Personal Care
689
Apparel
1,088
Footwear
122
Furniture & Furnishings
17
CDIT
676
Jewelry & Watches
601
Medical Care & Health Services
1,571
Recreation
25
Others
407
Total
14,108
Source: India Retail Report 2007, Technopak Advisors Private Limited
Organised
Retail
(Rs. billion)
70
67
189
44
2
63
32
41
1
3
511
% of
Organised
Retail
0.8%
9.7%
17.4%
36%
9.3%
9.3%
5.3%
2.6%
5.8%
0.8%
~4%
Key Categories Driving Retail Growth
Apparel
The apparel market today stands at Rs. 1,088 billion with a poised to grow at 10% YoY for the next 5
years. The organized share has grown from around 16 % in 2005 to 17.5 % in 2006.
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SHOPPING. AND BEYOND. TM
1400
1251
Rs. Billion
1200
1000
1088
900
800
Total Market
Organized
600
400
244
189
145
200
0
2005
2006
2007(E)
Source: India Retail Report 2007, Technopak Advisors Private Limited
Footwear
The footwear market stood at Rs. 122 billion in 2006, up from Rs. 111 billion in 2004. The category is
poised to grow at 11% YoY. The contribution of organised retail stood at 36 % in 2006 and is estimated to
reach 38 % by this year end.
160
135
140
Rs. Billion
120
122
111
100
80
60
41
44
51
Total Market
Organized
40
20
0
2005
2006
2007(E)
Source: India Retail Report 2007, Technopak Advisors Private Limited
Personal Care
The personal care category accounts for 5% of the total retail market with a size of around Rs. 700 billion.
This category is seeing a growth rate of around 14% YoY. The organized retail accounts for around 10%
currently.
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SHOPPING. AND BEYOND. TM
1000
785
Rs. Billion
750
689
620
Total Market
Organized
500
250
88
67
62
0
2005
2006
2007(E)
Source: India Retail Report 2007, Technopak Advisors Private Limited
Furniture & Furnishing
The furniture and furnishing market is relatively small in India with a large portion coming from the
unorganized trade. The size of this category in 2006 was Rs. 17 billion of which Rs. 2 billion is from
organized trade. The category is poised to grow at 15 % YoY.
25
Rs. Billion
20
19
17
16
15
Total Market
Organized
10
5
1.2
2
2.3
2006
2007(E)
0
2005
Source: India Retail Report 2007, Technopak Advisors Private Limited
Food, Beverages & Tobacco
This is the single largest category in terms of the value, but is also the category with least contribution from
organized form. In 2006, the size of food, beverages & tobacco category stood at around Rs. 8, 900 billion
with a mere 0.8 percent coming from organized trade.
52
Rs. Billion
SHOPPING. AND BEYOND. TM
10000
9000
8000
7000
6000
5000
4000
3000
2000
1000
0
9800
8912
8000
Total Market
Organized
2005
98
70
58
2006
2007(E)
Source: India Retail Report 2007, Technopak Advisors Private Limited
Consumer Durables & IT
CDIT accounts for another 5% of the total retail market and contributes around Rs. 675 billion. The
category is seeing faster growth rates and is estimated to reach Rs. 785 billion by end 2007. Organized
retail accounted for around 9.5% and will reach 11% by this year end.
1000
785
Rs. Billion
750
676
620
Total Market
Organized
500
250
62
63
88
0
2005
2006
2007(E)
Source: India Retail Report 2007, Technopak Advisors Private Limited
Retail Formats
Traditional retail formats
Format
Counter Stores
Kiosks
Street Markets
Definition
Food: Family run stores, selling essentially
food items
Pavement stalls selling limited variety of
food and beverages
Regular markets held at fixed centers
retailing food and general merchandising
items
53
Value Position
High Service, Low
Price
High Service
India Examples
Kirana Stores
Large Selection,
Low Price
Village Haats
Paan Shops
SHOPPING. AND BEYOND. TM
Format
Street Vendors
Definition
Mobile retailers essentially selling
perishable food items like fruits, vegetables,
milk, eggs etc.
Value Position
High Service
India Examples
Vegetable vendors
Value Position
Convenience and
price
Convenience
India Examples
Nilgiris,
Subhiksha
My Mart, In &
Out, 24x7
Shoppers’ Stop,
Lifestyle
The Loot, Max
Retail
Spencers Hyper,
HyperCity,
Reliance Mart
Tanishq, Vijay
Sales, Viveks,
Nalli’s Bata.
Organised Retail Formats
Format
Supermarkets
Definition
Food and household products
Convenience
Stores
Department
Stores
Discount Stores
Open 24x7, stock fast moving consumer
goods
Multiple product categories, usually
lifestyle driven with apparel
Department stores selling branded products
at a lower price
Big discount store having a wide product
range from food to electronics
Hypermarkets
Speciality stores
Extensive range of products within a single
category
Service and choice
Price and choice
Price, convenience,
range and quality
Service
Department Stores
Department stores are a major part of organised retailing. They serve the upper-middle and higher income
segments. Clothing, textiles and fashion accessories are the most important product category sold by these
retailers. The number of department stores has increased manifold since 2004. The number of outlets of
Pantaloons has increased from 12 in 2004 to 28 in 2006; Shoppers’ Stop from 13 outlets in 2003 to 26 in
2006.
No. Of Outlets
30
25
Shoppers’ Stop
20
Lifestyle
Westside
15
Pantaloon*
10
Pyramid
5
Globus
0
2003
2004
2005
2006
Source: India Retail Report 2007, Technopak Advisors Private Limited
Hypermarkets
Hypermarkets achieved 26 % growth in retail presence, 90 % growth in number of outlets, 111 % growth in
sales turnover. It is estimated that 85 hypermarkets and superstores that combine a supermarket with a
department store are operational and this number may increase to more than 1,200 by the year 2011
54
No. Of Outlets
SHOPPING. AND BEYOND. TM
45
40
35
30
25
20
15
10
5
0
41
2006-07
9
Big Bazaar*
1
1
Star India
Bazaar
Hyper city
1
Spencer’s
Reliance
Mart
Future Investments
Of the Rs. 1470 billion investments being planned over next six to seven years, almost all investments (i.e.
93%) are slated for the urban markets. Though the investments being planned are expected to be across the
spectrum of all types of cities, majority investments (more than 62%) are slated for the top 25 cities which
fall in the category of A-type or above.
Similarly, a large amount of investments are focused on F&G centric formats such as supermarkets and
hypermarkets, which together will cater to 66% of projected investments.
Form at-w ise Break-up of Expected Investm ents in Indian Retail in
Next 6-7 Years
Other Formats
23%
Department
Stores
2%
Warehouse /
Cash & Carry
9%
Supermarkets
34%
Hypermarkets
32%
*Other formats include speciality stores in Apparel, Footwear, Watches, Furniture & Furnishing, Toys,
Convenience formats etc.
55
SHOPPING. AND BEYOND. TM
BUSINESS OVERVIEW
We are one of India’s prominent retailers and are a part of the K Raheja Corp Group (Chandru L Raheja
Group), which is among the prominent real estate developers and hoteliers in the country.
We are pioneers in setting up a nation-wide chain of large format department stores in India with
professional management. We believe that the initiatives taken by us have played a key role in developing
organised retailing in India. Our focus on bringing in the international best practices into our retail
operations, and providing the customer with a unique shopping experience has helped us become an
industry leader.
We are a professionally managed and systems driven organization. We believe our strong focus on
customers, supported by systems and processes and a committed work force are the key factors that have
contributed to our success and will help us scale up as we embark on our strategic growth plan.
We believe that delighting customers is the key to being a successful retailer, and hence have built our
business model around our customer. Our focus is centered on developing Shoppers’ Stop and its various
associate brands as leading retail brands and capitalising on the emotional connect that we have been able
to create with our customers. Every employee in the organization is called a Customer Care Associate
(CCA), including the MD, Executive Director and CEO who are designated as ‘Customer Care Associate
and Managing Director’ and ‘Customer Care Associate, Executive Director and CEO’ respectively to
reflect our belief in customer care and service.
We offer our customers a shopping experience, comprising a vast range of lifestyle merchandise, various
services and aspirational products made available to them in a globally benchmarked shopping environment
and complemented by superior customer service. Our Service Mission Statement is ‘It’s Magical, It’s
Comfortable, It’s My Store’.
We benchmark ourselves with global retailers, and strive to enhance our service offering in line with the
emerging global trends.
We began by operating a chain of department stores under the name “Shoppers’ Stop” in India.Currently
we have twenty four (24) such stores across the country and three (3) stores under the name “HomeStop”.
Over the years, we have also begun operating a number of speciality stores, namely Crossword,
Mothercare, Brio, Desi Café, Arcelia, Stop & Go and MAC. We are also experimenting with other formats
of retailing through our various ventures.
Shoppers’ Stop
Shoppers’s Stop is our flagship business of departmental stores. We retail a range of branded apparel,
footwear, perfumes, cosmetics, jewellery, leather products, accessories, home products, electronics, books,
music and toys in our stores. We also retail our own private label apparel, footwear, fashion jewellery,
leather products, accessories and home products. These are complemented by cafe, food, entertainment,
personal care and various beauty related services. Promotions and events are an integral part of our service
offering to our customer, which helps us create a unique shopping experience.
We retail products of domestic and international brands such as Louis Philippe, Pepe, Arrow, BIBA, Gini
& Jony, Carbon, Corelle, Magppie, Nike, Reebok, LEGO, Mattel among others, through our stores. We
retail merchandise under our own labels, such as STOP, Kashish, LIFE and Vettorio Fratini, Elliza
Donatein, Haute Curry, I Jeanswear, Insense, Mario Zegnoti, Acropolis and Indi-Visual. Our designer
section show cases some of India’s prominent fashion designers (Ritu Kumar, Satya Paul and LABEL),
retailing affordable designer wear. We are also licensees for Austin Reed (London), an international brand,
who’s mens’ and womens’ outerwear are retailed in India exclusively through our chain.
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Our loyalty program, called First Citizen, had 781,951 and 971,537members as on March 31, 2007 and
December 31, 2007 respectively. It is one of the largest loyalty program in the country.
First Citizens accounted for over 62% and 61% of our Retail Sales for the year ended March 31, 2007 and
nine months ended December 31, 2007. We offer our First Citizens rewards points on their purchases,
special offers and discounts, and invitations to exclusive events and promotions.
We are the only member of the Intercontinental Group of Departmental Stores, (IGDS) from India. IGDS,
headquartered in Switzerland, is an international association of department stores enterprises who, in order
to increase their economic efficiency and productivity, have agreed to closely cooperate on mutual know
how accumulation, networking and joint services in respect of all issues relating to the department store
industry.
Membership of the IGDS is exclusive and includes renowned department stores such as Marks & Spencer
(UK), Selfridges (UK), Karstadt (Germany), Woolworth’s (South Africa), Central (Thailand), Far Eastern
(China), Matahari (Indonesia), Parkson (Malaysia), C.K. Tang (Singapore), Marshall Field’s (USA) and
Manor (Switzerland).
Crossword
Crossword is a speciality store in the leisure bookstore category. The store focuses on methodical
classification, clear signages, dedicated enquiry/order desks. There are cafes, reading tables and stores
within the store to enhance the customer experience. The product mix consists of books, magazines, CDROMs, music, stationery and toys. Forty eight (48) Crossword stores are currently being operated, out of
which twenty six (26) stores (including 10 shop in shops ) are run by our Company and twenty two (22) are
run by external franchisees.
HomeStop
HomeStop is a format which retails hard and soft furnishing and home accessories. Our offerings through
HomeStop ranges from hard furnishing such as home furniture, modular kitchens, health equipment and
recliners, and soft furnishing such as mattresses, draperies, carpets and home accessories such as
decorative accessories, kitchen accessories and appliances,. We currently operate three (3) HomeStop
stores, one each in Mumbai, Bangalore and New Delhi.
Brio and Desi Café (F & B)
Our foray into Food and Beverages (“F & B”) began with Brio. Brio has been designed with the intention
of providing a warm and friendly place to relax, revive and reflect. We currently operate twenty (20) Brio
stores.
We have started an Indian cuisine concept under the name of Desi Café as another concept to add to our
food and beverages offerings. We currently operate three (3) Desi Café stores in Mumbai, Lucknow and
Rajouri.
Hypercity
We have a 19% stake in Hypercity Retail (India) Limited, which operates the store named “HyperCity”.
The store, having an area of approximately 124,500 square feet offers food and grocery, general
merchandise and apparel. Currently, there is one HyperCity store in operation.
Hypercity Retail (India) Limited has also opened three (3) stores called ‘ExpressCity’ in Jaipur and one (1)
store in Thane, to experiment with smaller versions of the format. ExpressCity is a retail format which is
similar to a convenience store format primarily retailing food, grocery and household needs.
Shopper’s Stop business has grown from one store in Mumbai in 1991 occupying an area of approximately
0.05 million square feet to approximately 1.50 million square feet across twenty seven (27) (including
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SHOPPING. AND BEYOND. TM
HomeStop) stores located in the cities of Mumbai, Delhi, Kolkata, Chennai, Bangalore, Hyderabad, Pune,
Jaipur, Lucknow, Gurgaon, Ghaziabad and Noida.
Our growth strategy is based on increasing our reach and penetration across the country by opening new
stores and through multiple retailing channels and formats, and furthering Shoppers’ Stop as an experiential
retail brand through unique national and international products. We also look at enhancing our merchandise
width by adding new product categories and services, and strengthen our offerings by adding new brands
and private labels to offer a better depth in each category.
We also endeavour to enhance our base of loyal customers through our First Citizen Programme. We
believe that as we grow in size and scale and expand our reach further, our current economies of scale
would be further enhanced. We also continue to focus on at enhancing our operational efficiencies and
human capital, which is critical in any service driven industry such as retail.
We are also investing in other formats by way of joint ventures, licenses and franchisee arrangements. The
following are our initiatives under such arrangements:
M.A.C.
We have opened M.A.C. stores under a Supply and License Agreement with the cosmetics major Estee
Lauder. Currently we are operating four (4) MAC store in Mumbai, Bangalore and Delhi.
Arcelia
Arcelia is a new retail concept aiming at the bridge to luxury segment, with a strong emphasis on
experience and indulgence and is primarily caters to discerning women shoppers. It primarily retails
cosmetics, fragrances, fine jewellery, footwear, handbags etc. We currently have two (2) stores operational
in Delhi and Pune .
Mothercare
Under an exclusive franchisee arrangement by virtue of a Development Agreement with Mothercare UK
Limited, we have opened Mothercare stores, which markets a variety of products for expecting mothers,
babies, toddlers and children, , the focus being on style, function and safety. We currently operate eighteen
(18) Mothercare stores, out of which ten (10) are shop in shop and eight (8) are standalone stores..
Nuance Group
We have forayed into airport retailing through our joint venture with The Nuance Group AG, Switzerland.
We will handle the retail operations in the domestic terminals while the joint venture company will handle
the operations at the duty free zones in international terminals. The joint venture company, called Nuance
Group (India) Private Limited, has already bagged contracts to operate outlets at the international airports at
Bangalore and Hyderabad.
Timezone
Timezone marks our foray into entertainment retail. We have acquired a 45% stake in Timezone
Entertainment Private Limited which is in the business of providing family entertainment centres. It
currently operates six (6) outlets in Mumbai, Ahmedabad, Kolkata and Hyderabad.
HyperCity-Argos
We have ventured into new formats of retailing, namely catalogue stores, call and collect stores, internet
retail website and telephone orders through our subsidiary, Gateway Multichannel Retail (India) Limited
under the name of ‘HyperCity-Argos’. Currently we are operating five (5) stores at Thane.
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Further details in relation to legal setups of our initiatives under joint ventures, licensing and franchisee
arrangements are contained later in this section.
Our Vision
“To be a global retailer in India and maintain its No. 1 position in the Indian Market in the Department
Store Category.”
We are clearly focusing on the Indian market, which we believe offers tremendous opportunities to
department stores. At the same time, we benchmark ourselves with leading retailers in our segment
worldwide. It is our constant endeavor to bring in global best practices into our business and consistently
upgrade ourselves to offer to our customers an international shopping experience.
Our Background
One of our Promoters, Ivory Properties & Hotels Private Limited (“IPHL”), commenced its retail
operations in the year 1991 under the brand name ‘Shoppers’ Stop’ with its first store at Andheri, Mumbai.
It started off with ready to wear men’s wear and thereafter added women’s wear in 1992, children’s section
and cosmetics, perfumes and accessories in 1993.
Our Company was incorporated on June 16, 1997.
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. This agreement was terminated and a
fresh Conducting Agreement was executed with IPHL dated March 31, 2000. The brands, trademarks and
goodwill of Shopper’s Stop division of IPHL were also assigned through a separate agreement.
In 2005 we made an initial public offering of 6,946,033 equity shares of Rs. 10/- each at a premium of Rs.
228/- per share to fund the opening of 11 new stores and the renovation and expansion of certain existing
stores.
We were awarded ‘Most Admired Shopping Destination of the Year’ by the Images Fashion Forum, ‘Retail
Destination of the Year’ at the India Retail Forum and ‘the Advertising Campaign of the Year’ at the CMAI
Apex Awards, in the year 2005.
In our journey of reaching 27 stores, we have received various awards and honours, some of which are,
“Most favoured retail destination of the year” (2004), Retail Destination of the Year, at the India Retail
Forum (2005) and the Advertising Campaign of the Year, at the CMAI Apex Awards, (2006), Gold Shield
Award for excellence in financial reporting in our annual report for FY 2005-2006 as “The Best in
Manufacturing and Trading Enterprises” category in January 2007 by ICAI.
In FY 2006, we reported a net profit of Rs 402 million (before re-statement). Our gross retail sales were Rs
6660 million in FY 2006. Our operating profits stood at Rs 568 million in FY 2006 and our shrinkage was
0.40 per cent in FY 2006. Our gross retail sales increased to Rs 8850 million in FY 2007, our operating
profits (earnings before interest, depreciation, tax, exceptional and non-recurring items) to Rs 787 million
in FY 2007 and our net profit stood at Rs 262 million (before re-statement).
Our Competitive Strengths
We believe the following key strengths have helped us emerge as a prominent domestic retailer:
Experienced professional management team
We have an experienced professional management team led by Mr. B. S. Nagesh, our CCA & MD, who is
a prominent professional in the retail sector in the country and has been the first Chairman of the CII
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SHOPPING. AND BEYOND. TM
Committee on Retail in 2001 and has received various awards over the years including ‘Retail Professional
of the Year’ for the years 2003, 2004 and 2006 by CMAI, ‘Retail Professional of the Year’ in 2005 at the
ICICI Retail Excellence Awards, ‘Entrepreneurship Award’ at the Enterprise Scions Awards by DNA
Money in November 2006 and the ‘Visionary Award’ from ICFAI in 2006. He is supported by Mr. Govind
Shrikhande, our CCA, Executive Director and CEO.
Our GROUPCOM consists of 6 professionals and is supported by a team of professionals with relevant
domain expertise and retail oriented functional specializations from FMCG and service industry
background with professional qualification in their respective fields.
We were awarded the ‘Best Top Management Team of the Year’ in 2002 by CMAI.
The management team is complemented by a committed work force. Our HR policies aim to create an
engaged and motivated work force, which is essential for success in any service oriented industry such as
ours.
Strong focus on systems and processes
We have a strong focus on systems and processes. We have been able to capture our learnings over the
years and use them to create Standard Operating Procedures (‘SOPs’) for each of our activities, right from
planning and setting up of new stores to their day to day operations. Our SOPs are available on our Intranet,
which helps our employees to access them whenever required helping us achieve consistency in our
decision making process across the chain. We also have a Manual of Authority, outlining the framework of
financial and legal decision making authority at all levels in our Company, right up to the CCA & MD and
the CCA, Executive Director & CEO.
We believe this will help us as we embark on our growth strategy and enhance our reach with our
customers and help us provide them a consistent brand experience across our stores. As we grow in size,
systems and processes will be the key driver and differentiator to organised operations and enhanced
profitability.
Extensive use of Information Technology (IT) systems
We have deployed state of the art international IT systems for retail operations across our business
processes and operations. Most of our processes are linked online, and utilize some of the leading
technologies available to deliver overall control and efficiency.
With changing customer aspirations and requirements, immediate monitoring of information on sales trends
is critical. Our IT systems help us not only to monitor customer purchase patterns, but also allows our
organization to quickly respond to it by facilitating decision making and providing us the tools to adjust our
operational strategy accordingly. Our systems also facilitate us to conduct our business efficiently by
helping us optimize our resources including our store space, inventory, manpower and overall capital
deployed in our business. We have received the IT user award from NASSCOM for Best IT Practice in
Retail Category in 2003.
Strong distribution and logistics network and supply chain
We have created a strong distribution and logistics network, with our four Distribution Centers covering
303,382.20 square feet handling over 400,000 SKUs per year, and working 24x7.
The distribution and logistics setup is networked and on line allowing us to deliver merchandise to the store
within 48 hours of receipt / generation of auto replenishment order, which has helped us optimize in store
availability of merchandise. The Distribution Center management is outsourced to service providers such as
Toll (India) Logistics Private Limited. We believe our existing Distribution Centres, which have been
designed to scale up, will be able to meet our growth requirements as we expand the number of our stores.
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We have undertaken various initiatives in further improving the efficiencies of our supply chain, which we
believe is critical for any retailer. These aim at meeting the conflicting requirements of reducing our
inventory whilst ensuring availability of products at all stores as per customer needs, as well as reducing
our operational costs.
Vast range of lifestyle products and services
Our merchandise ranges across apparel, accessories, perfumes, cosmetics, home and kitchen products with
over 400,000 SKUs, which are complemented by our services offerings.
We offer our customers a variety of national and international brands as well as our in-store brands (private
labels) under one roof.
Internationally benchmarked shopping environment
We believe our focus on providing our customer a globally benchmarked shopping environment with the
best in class service has been instrumental in our success. We engage international designers such as
Portland Design Associates (UK) to design our stores, sourcing the fixtures in domestic as well as
international markets. We periodically provide our managers exposure to international department stores
through IGDS to be able to capture and implement best practices in our operations.
This has helped us create a niche in the customers’ mind, and enhance our brand equity. It is because of this
service and ambience that we offer, that we have been able to create a differentiation in the mind of the
customer versus our competitors where similar products and brands are available.
Strong understanding of the real estate business
We benefit from our Promoters’ association with the real estate business and their relationships with
developers, which have helped us acquire preferred properties at competitive rates.
We enjoy Anchor Tenant status in most of the malls that we are presently located in due to our high brand
awareness and trust, ability to draw a large number of customers and occupy a significant space in the mall.
As Anchor Tenants, we occupy a prime location in the malls on terms we believe favourable to us as
compared to the other occupants.
Large base of loyal customers
We had 19.9 million customers enter our stores in the year ending March 31, 2007. We believe that the
emotional connect that we have been able to create with our customers through our service offering and
special promotions has helped us convert many of them into loyal customers. This is clearly proven by our
large and constantly growing base of First Citizen members.
Our Growth Strategy
We believe that the department store format offers significant opportunities in the country with the
changing consumer aspirations and drive for a better lifestyle. We believe that a younger population with
higher disposable incomes and willingness to experiment would drive customer aspirations for lifestyle
products.
We are thus primarily focused on the Indian markets in the department store format although we are
experimenting with other formats to enhance growth opportunities. At the same time, we consistently
evaluate other opportunities and may look at alternative delivery formats or product categories or even
within our existing offerings should we find the opportunity compelling or to strengthen our existing
format.
Our growth strategy is based on:
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1.
2.
3.
4.
5.
6.
7.
8.
9.
Increasing our penetration in existing cities and expanding our reach across the country
Furthering Shoppers’ Stop as an experiential retail brand through differential service and unique
national and international promotions
Getting enhanced share of the organized retail market through multiple formats and retailing
channels
Enhancing our merchandise width by adding product categories
Introducing new brands and developing private labels to offer a better depth in each category
Increasing our First Citizen base
Utilising economies of scale as we grow in size and expand our reach
Enhancing our operational efficiencies
Enhancing our human capital
Increasing our penetration in existing cities and expanding our reach across the country
Increasing our penetration in existing cities with a larger number of stores, increasingly of larger size, will
enable us to penetrate into new catchment areas within these cities and optimize our infrastructure.
Enhancing our reach to cover additional cities amongst the top 50 cities of the country, will enable us to
reach out to a larger population and become a preferred shopping destination for them. This will help us
provide a platform to domestic and international brands wanting to reach out to domestic consumers with
the same profile as our customers.
Furthering Shoppers’ Stop as an experiential retail brand through differential service and unique
national and international promotions
We are continuously inducting and training our CCAs to deliver a differential service, which we measure
and improve through our customer satisfaction studies done through CSMM. We continue to focus on
unique events and promotions to reinforce the Shoppers’ Stop experience and our brand image amongst our
customers to become a destination of choice for them.
Enhancing our merchandise width by adding product categories
Consumers tastes are shifting and the propensity to spend on new categories of merchandise like cellular
phones, Personal Data Assistants, digital cameras, writing instruments, designer clothing, etc, is increasing
along with needs for new services.
Our focus will be to add on such new categories in our stores along with developing existing categories to
increase our share of the spend of not only existing customers, but also acquire new customers.
Introducing new brands and developing private labels to offer a better depth in each category
We continuously focus on enhancing the depth and width of our merchandise. Our private label and private
brands initiative is part of such focus and offers us a differentiating factor as compared to competition at the
same time helping us enhance margins.
We have a tie up with Austin Reed (UK) wherein we are their licensee for India for men’s outerwear such
as tailored clothing to include suit, jackets, trousers, shirts, ties and mens smart casual wear to include
trousers , jackets, shirts, knitwear and all items of women clothing. We continue to evaluate such
opportunities for tie ups with national and international brands, which can be introduced in India through
our stores. We may, in the future, also offer these brands to the customer through independent chain of
stores that we may promote, should the market opportunity justify the setting up of the same.
We have tied up with Mother Care UK Limited under an exclusive franchise to retail their products in
India. Mother Care is a retailer of Kids wear and maternity wear and accessories.
Increasing our First Citizen base to enhance our base of loyal customers
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The number of First Citizens increased from approximately 632,086 on March 31, 2006 to 781,951 on
March 31, 2007. First Citizens accounted for 62% of our sales in the year ending March 31, 2007. As on
December 31, 2007, the number of First Citizens stood at 971,537and their contribution to our sales in the
period between April 1, 2007 and December 31, 2007 was 61%. A higher base of First Citizens exposed to
the Shoppers’ Stop experience, would help us to build customer loyalty. We believe, our new business
intelligence software (called Business Objects) will help us understand the customer at an individual level,
which may help in making more profitable sales to them, as well as meeting their needs in a focused
manner.
We believe with the addition of new stores and initiatives at our existing stores, we will increase the base of
First Citizens. A higher base of loyal customers would attract various brands to join hands with us and use
our stores to reach out to these customers.
Utilising economies of scale as we grow in size and expand our reach
We believe that our existing corporate infrastructure and software systems have been designed for a higher
scale of operations than our current size, and can help us with our growth plans with out the need to
significantly increase costs.
We have in place our core distribution and logistics infrastructure, which can handle larger business
volumes at marginal addition to costs. Higher business volumes will also improve our negotiating powers
and help us get further economies of scale in our buying with opportunities of incremental margins.
Enhancing our operational efficiencies through better systems and processes
We have a consistent focus on enhancing our operational efficiencies and monitor key operational
parameters on an ongoing basis using concepts such as GMROF, GMROL and GMROI to improve our
productivity on space, labour and inventory (For further details, please refer to Section titled “Management
Discussion and Analysis on our Financial Statements” beginning on page 425 of this Draft Letter of Offer).
We benchmark our stores within the chain on performance parameters on historical as well as comparable
basis to seek areas for improvement to reduce our operating costs and enhance our productivity levels. Our
Baby Kangaroo Programme was recognised as top innovative HR practices by Delhi Management
Association with Erehwon Innovation Consulting in 2006.
Enhancing our human capital
We periodically assess our CCAs across all levels through assessment centers to identify competency gaps
and use development inputs (i.e. training, job rotation etc.) to bridge them. We benchmark our
compensation and benefits through consultants, with the best in the industry to pay our associates
accordingly
Validation of improvements is done through Customer Satisfaction and Employee Satisfaction studies. This
ensures that there is a constant endeavour to align human capital to organizational objectives.
Our acquisition of 100% shareholding of Crossword Bookstores Limited
Pursuant to a share purchase agreement dated February 28, 2005, we have acquired 49 per cent of
shareholding in Crossword Bookstores Limited held by ICICI Trusteeship Services Limited. Crossword
Bookstores Limited is our 100 per cent subsidiary after this acquisition. We believe that this gives us a
strong brand name, that is, Crossword and the infrastructure and expertise in operating a speciality store.
Our Option to acquire a controlling shareholding in Hypercity Retail (India) Limited (“Hypercity”),
setup to venture into mixed retailing
One of our promoter companies, Inorbit Malls (India) Private Limited has incorporated Hypercity Retail
(India) Limited. The objects of the said company inter alia include the running and managing of
hypermarkets, supermarkets, etc. The company runs a store under the name ‘HyperCity’, in Malad,
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Mumbai, which is the business of food and mixed retailing, i.e. to provide all kinds of products to
consumers at competitive prices through a hypermarket format. The company has also started three (3)
stores called ExpressCity in Jaipur and one (1) store at Thane.
We have entered into an Option Agreement dated August 6, 2004 with Inorbit Malls (India) Private
Limited and Hypercity Retail (India) Limited under the terms of which we have an option to acquire upto
51% of the equity share capital of Hypercity Retail (India) Limited. Pursuant to the above, on January 23,
2006, we executed with Hypercity and its shareholders, a deed of adherence agreeing to be bound by the
option agreement dated August 6, 2004, as there had been a change in the shareholding after August 6,
2004.
In the event that we view that the investment in Hypercity would be beneficial to us, we may acquire such
shares. We believe that this option would be beneficial to us as it would allow us to participate in new retail
formats as and when we consider such a venture profitable. As and when we do acquire shares in Hypercity
Retail (India) Limited, the same would be subject to regular market risk as any other equity investment.
We have acquired 19 per cent equity stake in Hypercity Retail (India) Limited on March 17, 2007
Our joint ventures
Our venture to launch stores based on product lines available on catalogues and internet retailing
In July, 2007, we executed a series of agreements for launching a new format of retailing through shelfedge point of sale material, indicating that the product lines are available in the Catalogue and internet
retailing. Under the agreements, our subsidiary, Gateway Multichannel Retail (India) Limited, is to operate
the stores with services from Home Retail Group (India) Limited a wholly owned company of Home Retail
Group plc and Hypercity. The agreements also provide for the use of the trademarks of Argos and
Hypercity by Gateway Multichannel Retail (India) Limited.
Our joint venture with The Nuance Group AG for retail outlets in airports
In January 2007, we entered into a joint venture on 50:50 basis with The Nuance Group AG, Switzerland
for managing and operating retail outlets in duty free zones at airports in India. The joint venture company
has won bids to operate outlets in the Bangalore and Hyderabad international airports.
Our foray into entertainment retail
We have acquired 45% strategic stake in Timezone Entertainment Private Limited, which is engaged in
family entertainment center that offers interactive gaming facilities. 50% in Timezone Entertainment
Private Limited is held by Avel PTY LTD, Australia, Aberdee PTY LTD, Australia, and Leisure and Allied
Industries Private Limited who have expertise in operating family entertainment centers.
Our other arrangements
Our arrangement for MAC stores
We have entered into an agreement with ELCA Cosmetics Private Limited, dated June 13, 2005, granting
us a non-exclusive license to employ MAC Concept till June 29, 2008, which is automatically extended for
upto two consecutive one-year term periods unless written notice not to renew is provided by either party.
We have opened 4 MAC stores at Mumbai, Bangalore and Delhi.
Our exclusive right to open ‘Mothercare’ outlets
On October 3, 2005 we entered into an agreement with Mothercare UK Limited granting us an exclusive
right within India to open ‘Mothercare Outlets’, as a franchisee, for a period of ten years which we have a
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SHOPPING. AND BEYOND. TM
right to extend for another five years, not less than six months before the end of the fifth year of this
agreement. We have 17 ‘Mothercare’ outlets including 8 being part of Shoppers’ Stop stores.
Our franchisee for Crossword
We have entered into a Master Franchise Agreement with our Subsidiary, Crossword Bookstores Limited
with effect from July 1, 2006, giving us exclusive franchisee rights for a period of five years, subject to
existing franchisee arrangements at the time of the said agreement.
Our Operations
We currently operate 27 stores (including HomeStop) with an aggregate area ofapproximately 1.50 million
square feet. The real estate in which we operate our stores is taken on long term lease and conducting
arrangements. We do not own any of our stores. The chart below illustrates the scheme of our operations.
Our stores are located at:
Sr.
No
1.
2.
3.
4.
City
Mumbai
Hyderabad
Jaipur
Delhi
Location
Area (sq ft)
Andheri (W)
Begumpet
Malviya Nagar
Andrews Ganj
55,226
72,287
19,892
51,706
65
Year of starting
1991
1998
1999
1999
SHOPPING. AND BEYOND. TM
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
Chennai
Mumbai
Pune
Mumbai
Mumbai
Mumbai
Kolkata
Gurgaon
Mumbai
Kolkata
Bangalore
Bangalore
Juhu
Bangalore
Pune
Ghaziabad
Lucknow
Mumbai
Noida
Delhi
Delhi
Delhi
Kolkata
Chetpet
52,181
2000
Chembur ( W )
38,109
2000
Shivaji Nagar
49,556
2001
Bandra (W)**
56,812
2001
Kandivali (W)
35,000
2002
Mulund (W )****
43,749
2003
Elgin Road
52,578
2003
Mehrauli-Gurgaon Road
31,860
2003
Malad (W)***
1,01,168
2004
Salt Lake City
52,603
2004
Banergatta
51,680
2004
Ashok Nagar (HomeStop)*
36,873
2005
Dynamix mall
55,569
2005
Magrath Road
48,781
2005
Nucleus
44,615
2005
Shipra mall
38,818
2005
E-city mall
56,291
2006
Malad (W) (HomeStop)
48,289
2006
Unitech
65,120
2007
Rajouri
165,445
2007
Select Saket (HomeStop)
19,461
2007
MGF Saket
76,437
2007
Southcity
81,797
2008
Total
15,01,903
* The store was opened in 1995 as Shoppers’ Stop store.
** Additional area of 7,850 sq. ft. on the 6th floor has been taken on lease in the month of November 2007.
*** The area includes the addition area of 23732.50 sq. ft. that has been taken on in 2007.
**** The area includes the additional area of 6780 sq ft. that has been taken on in 2007. However only
Letter of Intent (“LOI”) dated August 11, 2007 has been executed and the leave and licence agreement is
under discussions. The area mentioned in the LOI is 7415 sq. ft., however, the actual area after joint
measurement is 6780 sq. ft.
Note: All the above areas of the stores refer to chargeable/built-up area as mentioned in the contractual
agreements.
We review our store opening plans from time to time, and may open additional stores as per our
competitive strategy for different markets in India. We have entered into contractual arrangement for 17
additional stores sites, aggregating an area of 1,842,572 square feet with the stores likely to be opened by
FY 2010-11. We intend funding these and any additional stores that we may sign up from proceeds of this
Issue as mentioned in the section titled “Objects of the Issue” beginning on page 32 of this Draft Letter of
Offer, our internal accruals and any incremental borrowings.
We also periodically review our space requirements in existing stores and if required, may negotiate for
additional space to meet our growth requirements.
We have four Distribution Centers (DCs) servicing our departmental stores and speciality stores across the
country.
City
Mumbai
Delhi
Bangalore
Kolkata
Region
Western
Northern
Southern
Eastern
Stores Serviced
Mumbai, Pune, Ahmedabad
Delhi, Gurgaon, Jaipur, Lucknow, Noida, Ghaziabad
Bangalore, Hyderabad, Chennai
Kolkata
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SHOPPING. AND BEYOND. TM
Our services office housing our corporate functions is located in Mumbai.
Store Planning and Set up
Planning and starting a store takes approximately between 6-24 months, depending on the stage at which
the construction is when we sign on the property.
Selecting the location
Our choice of cities and location where we open our stores is based on the demographic data available and
through our own commissioned market surveys. We are currently focusing on metropolitan and Tier I and
Tier II cities in the country, based on market potential. We select sites within the city after commissioning
wardrobe and catchment studies in identified locations, with agencies such as AC Nielsen ORG Marg.
Site selection & documentation
We have stores in malls as well as stand alone stores. In most of the malls where we have signed on space
for our stores, we have come in as “Anchor Tenants”, which we believe provides us advantages in terms of
favourable terms. We also sign on properties for stand alone stores in some of our locations.
The real estate in which we presently operate our stores and other commercial premises are taken on long
term lease, leave and license, conducting and other contractual arrangements, some of which are with
companies promoted by our Promoters. We do not own any of the real estate in which we presently operate
our stores. Normally, such arrangements range between 5 to 9 years and some are structured with options to
renew them at our discretion for upto 24 years. We also optimize our investment in the store by getting the
property developer to provide us with utilities such as air conditioning, escalators, lifts and electricals etc.
Store planning
We have a centralized Store Planning and Projects Team comprising of Engineers and Architects. This
team focuses on setting up of new stores as well as upgradation of existing stores to:
• Create a store ambience that helps present the desired image to the market
• Facilitate customer convenience, circulation and store space productivity by Internal arrangement
of selling/non-selling areas
We have currently engaged international architects and retail designers to design our stores. Portland
Design Associates (UK) form the panel of architects that work with us for concept design and are supported
by a panel of domestic architectural firms. This allows us to capture international trends and developments,
and continuously bring in latest designs on retail store fixtures, lighting, building materials, signage’s and
related elements.
Hence, each of our stores may have a different look and feel, with improvements targeted at providing the
customer with an enhanced international shopping experience.
The store planning process begins approximately 2-3 months before planned handing over of the store shell
to us by the property developer / our landlord. Since every store may have a different geometry and floor
configuration, and also have a different space allocation for different departments and services, we draw up
an independent plan for each store.
Store Set Up / Projects
The Projects Team thereafter focuses on the project once the planning is completed. The project function
encompasses project costing, tendering, material procurement, vendor selection, construction management
and vendor management.
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SHOPPING. AND BEYOND. TM
Completing a store after receipt of the store shell typically takes between 3-4 months for fit out, wherein
usually no occupancy charge is paid.
The project supervision is done by professional project management companies appointed for each project.
We have extensively defined operating procedures for all our activities governing the entire process as part
of our SOPs.
Recruitment and Training
Our recruitment for any new store being opened begins 3 months before the store opening with only the
store head being recruited six months in advance.
Our employees go through a classroom training and orientation, and are subsequently trained at our other
existing stores. We conduct mock runs at the store before it is opened to the public.
Store Operations
Our stores are where we deliver to our customers the Shoppers’ Stop experience. Hence our store
operations are one of our most critical functions. Our processes are designed to ensure that each aspect of
the stores’ functioning adds up to delight the customer and reinforce the Shoppers’ Stop brand.
Each of our stores is headed by a Store Manager, reporting to the Area Controller who looks after a group
of stores. The Store Manager is responsible for the day to day operations of the store and is assisted by a
team comprising of retail as well as back office personnel.
The retail team is responsible for sales and consists of the CCAs responsible for serving the customer. The
back office team comprises of support functions such as administration, security and house keeping and
store level representatives of corporate functions such as human resource, marketing, visual merchandising
and accounts. The corporate functions executives report to both, the Unit Head as well as the functional
head at the Services / Corporate office to ensure perfect synchronisation.
Store Processes
We have defined processes for all our functions for day-to-day operations, and to ensure consistency in
customer experience across our chain of stores. Functions such as security and house keeping which are
outsourced are also covered under the process manuals, with strict control to ensure that they are rigorously
followed.
This enables us to meet our Service Vision Statement ‘It’s Magical, It’s Comfortable, It’s My Store’. Our
CCAs follow our operational guidelines and help customers to shop in a non-intrusive manner.
Customer assistance
Our CCAs are regularly trained on product knowledge as well as selling and inter personal skills to ensure
that our customers are well serviced and have an unforgettable experience within the store. We use in-store
directories, size charts, signages and ticketing to make it easier for the customers to shop and find their way
about, in line with our philosophy of non-intrusive service in line with international standards.
Cashiering, alterations and exchanges are critical service areas that we focus on to ensure that the time
taken with respect to each of these aspects helps us meet customer expectations.
Cashiers are trained and tested regularly on their speed to ensure quick checkout for the customer at the
same time ensuring that customers in the queue are well attended
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SHOPPING. AND BEYOND. TM
Similarly, we provide alteration services on purchase free of cost. We also permit our customers to
exchange the merchandise purchased at our stores, which they are not satisfied with.
We value customer feedback and view customers’ complaints as an opportunity to learn and build better
ties with our customers. We have a well-defined complaint management process and strive to respond to all
complaints within 72 hours of the complaint being received.
Visual Merchandising
We use our Visual Merchandising (VM) skills to present our merchandise at it’s best, in order to appeal to
the customer. This is a critical in store activity with our Visual Merchandising Team deciding on the theme
as well as the manner in which the merchandise is proposed to be displayed across our stores nation wide.
Scope of VM includes setting up of window displays as well as in-store areas to display merchandise.
We draw up our annual VM calendar at the beginning of the financial year based on the planned
merchandise seasons and launches. This calendar is then used to draw up a complete VM plan along with
designs, vendors and other details. Doing this centrally allows us to ensure a common visual merchandising
theme across the chain of stores.
Distribution and Logistics
The distribution and logistic team handles all our merchandise movement and warehousing requirements,
including inbound and outbound logistics, functioning on a 24x7 basis.
For this, we have extensively used technology to ensure on-line movement of information and have
integrated most of our partners in the supply chain including our various departments, vendors, and some of
the other service providers into our information system. We have implemented JDA’s Warehouse
Management System (WMS) along with the Merchandise Management System to manage our inventory.
The operations of the Distribution Centers are outsourced to third party service providers such as Toll
(India) Logistics Private Limited (formally known as Sembcorp Logistics (India) Private Limited) pursuant
to contractual arrangements through our wholly owned subsidiary, Upasna Trading Limited (“UTL”), for
which it pays the service providers a fixed sum per article handled.
Key features of UTL’s agreements with service providers as applicable to us:
ƒ Service providers to receive goods from our vendors through the nominated carriers on door delivery
ƒ Service providers to be fully responsible for any loss or any damages to the goods, if it fails to follow
the prescribed procedure
ƒ The title of all the goods shall be at all times with us till they are sold to a third party
ƒ The service providers shall be responsible for maintaining all waybills, updating records in the register
and also submitting them back to the Sales Tax Department.
Insurance
ƒ
The insurance for the warehouse premises, will be taken by the owner of the premises. UTL or our
Company will insure the stock during storage and transits as well as our equipment, if any placed at
the warehouses.
Penalties
ƒ
If attention of UTL is brought to the fact that there is a shortage in stock /goods lying in the premises
of the service provider, UTL has the right to recover an amount equal to the cost price value of the
goods from the service provider within 15 days after giving a notice in writing in respect thereto to the
service provider.
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SHOPPING. AND BEYOND. TM
ƒ
If any loss or damages is suffered by UTL or us on the happening of any of the events specified written
notice shall be sent to the service provider shall make good all the loss suffered by UTL and us
Statutory Compliance
ƒ
All statutory compliance with regard to labour laws, rent (as applicable) and other charges including
tax for running and operation of the premises shall be borne by the C&FA
Termination
ƒ
ƒ
In the event of any breach of any of the terms and conditions of this Agreement and the service
provider fails to remedy such breach within thiry (30) days of receipt of written notice from UTL, UTL
has the option of terminating the Agreement;
UTL shall be entitled to terminate this agreement by giving to the C&FA, three (3) months notice in
writing. This C&FA can wish to terminate this agreement by providing six (6) months notice to UTL.
While the infrastructure facilities for our DCs are set up by the service provider, these DCs work
exclusively for us and employ our software systems.
Stocks are delivered to stores on a daily basis or once in two days (as per their needs) in the morning, to the
Receiving Bay Incharge who verifies the stock and keeps it on the floor, which is then displayed on the
shelves, before customers enter. We do not have any stocking point at our stores.
This ensures that the desired service levels are effectively delivered, costs are variable, allows capturing
economies of scale that the service provider is able to bring in. The service providers are accountable for all
shrinkages in the distribution system.
Buying & Merchandising
Buying and Merchandising (‘B&M’) is an important function, under which our team plans the product
offering for our customers, and procures them. They are responsible for ensuring product availability for
the customers in the style and design desired by them.
The B&M team works closely with the store planning; marketing and visual merchandising teams and
influences the marketing plan and capacity allocation.
The B&M function works on the basis of two seasons (Spring-Summer and Autumn-Winter). Each season
is broken down into 26 weeks, with planning and monitoring done at the weekly level.
Based on market research, past performance analysis and forecasts for fashions and trends in the ensuing
season as available from various industry bodies and research agencies, the B&M team plans and sources
the product range for all our stores.
Sales and Margin Planning
The B&M team converts the corporate financial plan into divisional and department plans covering sales,
margin, markdown and inventory.
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SHOPPING. AND BEYOND. TM
Range Planning
Range planning is where our teams decide what to buy, how many options (types of merchandise) to buy
and how much to buy of each option, and when to put it on sale. This is derived from the financial plans
formulated for each season, for each division and department.
Our B&M team with the help of the software can fine tune the range for each store.
Product Development and Ordering
Generally, each brand makes a brand offering for the season. The merchandiser, based on trends and past
data, selects the range and places the order.
For private label, we prepare the design brief for each season based on the trends and fashion forecasts. The
design brief is converted into samples by our vendors, based on which we place the orders.
In Season Management
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SHOPPING. AND BEYOND. TM
We monitor actual performance of our merchandise against the plan on a weekly basis during the season,
and accordingly decide on the short term strategy to be adopted. These include special promotions, in
excess of what had been initially budgeted.
This may also require us to revise our plans, and also our purchase orders with our vendors, wherever
possible.
Our private labels
We have a strong focus on our in-store brands, which are also called private labels. These help us
complement the product range that we receive from national and international brands and allow us to offer
to our customer an enhanced range across price points. Our private labels are STOP, Kashish, LIFE,
Vettorio Fratini, Elliza Donatein, Haute Curry, I Jeanswear, Insense, Mario Zegnoti, Acropolis and IndiVisual.
Since we do not advertise our private labels, our costs are lower enabling us higher margins as well as
permitting us to offer our customers quality products at lower price points.
Private labels accounted for 21% of our sales in FY 06-07. It is our endeavour to enhance the share of our
private label portfolio in our total sales, but as a policy we will not take this share to more than 25%, as this
would dilute our brand offering to our customers.
Our Gift Vouchers
We also sell gift vouchers, which are purchased by our customers for gifting purposes. These gift vouchers
can be used in any of our stores for purchase of merchandise. Invidividuals and corporates have purchased
our gift vouchers for their gifting purposes.
Our arrangements with our vendors
We have various types of arrangements with our vendors for the merchandise they supply to us. These
include:
Bought Out Merchandise
We purchase the merchandise from the vendor under this arrangement, and hence own the inventory. All
our private label products and some of the brands that we retail form part of this arrangement.
Merchandise on Consignment Basis
Under this arrangement, the consignor remains the owner of the inventory and bears all inventory related
risks. All unsold stock can be returned to the consignor, with our responsibility being limited to stock that
may get damaged or lost while in our warehouses or stores. The consignor receives the payment for the
merchandise only after it is sold.
Concessionaires
These are arrangements under which we provide our concessionaires with a demarcated space within our
store to sell its products. The concessionaire is responsible for its inventory and also employs its own staff
at its counters. We monitor the product range as well as the sales staff to ensure consistency with the
Shoppers’ Stop offering. We get our margin in the form of trade discounts under such arrangements, with a
fixed minimum amount. We have such arrangements with Gili India Limited, Rockym Optimor Private
Limited and Sterling Meta-plast Private Limited among others.
Conducting arrangements
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Under this arrangement, we permit others to conduct their business in our stores in demarcated areas, and in
return pay us a conducting fee. The conductor has its own billing and cash collection system, and
independently manages its operations. The conducting fee that we receive from such arrangements is
generally fixed as a percentage of the revenues generated by the conductor subject to a fixed minimum
amount.
Advertising & Promotions
Our advertising strategy is based on creating a bond with the customer and enhancing their trust in
Shoppers’ Stop. Our advertisements thus promote the Shoppers’ Stop brand and not the merchandise, store
or the property location. We extensively use promotions and events to further our relationship with our
customers. We have a central marketing team at our service office in Mumbai, supported by representatives
at our stores.
Promotions
We use promotions as an important part of our marketing tool to reinforce the brand positioning ‘Feel the
experience, while you shop’. The promotions are targeted at enhancing the fun in shopping and providing
the customer with a unique shopping experience and not just on offering discounts and bargains. Our belief
is to give more for same and not same for less.
We plan our annual promotions calendar and carry out these promotions simultaneously across all our
stores.
Some of our promotions and events include:
• Parikrama: Festival celebrating Indian tradition and culture, which not only serves to bring the
consumers closer to culture, but also provides a platform to promote upcoming artisans from remote
and rural areas giving them an opportunity to showcase their art and craft at Shoppers’ Stop.
• Fly to Santaland: Customers shopping upto or more than a predetermined value were eligible to enter a
contest and win a holiday to The Santa Village in Finland showcasing apparel and accessories for men
with offers ranging from gifts to trips to international destinations and discounts etc. with every buy
that they make. The event serves to bring men into the stores.
• Wardrobe Exchange: A charity promotion under which customers donate their old garments and
accessories and earn discounts on new purchases at Shoppers' Stop. The old garments are donated to
Concern India Foundation.
• Rims And Dials : A festival which solely focuses on watches and sunglasses
• Do Your Denim : This event is geared towards bringing out the creativity of customers to design their
own denim jeans
Besides these, we have organized several other festivals such as:
• Disney Carnival, in 1993, with official Disney characters from Disney Inc (Mickey, Minnie,
Donald and Goofy) participating.
• The Tycoon Tie Festival in 1994, in which the largest tie in the world was displayed and featured
in the Guinness Book of World Records.
• Festival of Britain, in 1996 in collaboration with the Government of Great Britain.
• The Buy and Fly to Seven Wonders of the World, in 2001 which provided customers an
opportunity to win a trip to the Seven Wonders.
We also hold sales at the end of each season (twice a year to mark the end of each season) wherein we offer
a range of discounts on our merchandise. These not only help us clear our inventory, but also bring in larger
number of customers into our stores.
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First Citizen Programme
Started in April 1994, the First Citizen programme is the center of our loyal customer management process.
We had 971,537 First Citizens as on December 31, 2007. First citizens accounted for about 62% of our
sales for the year ended March 31, 2007 and 61% of our sales for the nine months ended December 31,
2007. We have three levels in our First Citizen membership namely Classic Moments, Silver Edge and
Golden Glow, depending on the spend in our stores:
First Citizens receive:
• Reward points on their spend in our stores, which can be exchanged for merchandise within the
store
• Special schemes and promotions available only to First Citizens.
• Extended or exclusive shopping hours, specially during festivals
• Invitations to select events and celebrations
• Home delivery of alterations.
• Comfort Lounges at select stores.
It is a tradition to invite our First Citizens to inaugurate our new stores.
‘First Update’ from Shoppers’ Stop
‘First Update’ is a complimentary bi-monthly magazine sent to Golden Glow First Citizens. The articles are
written keeping in view the lifestyle preference of the customer covering various topics such as health,
shopping, product specific information, , fashion trends, new arrivals in store, store updates, contests/offers,
entertainment and travel.
First Citizen Co-branded credit card
We have introduced Co-Branded cards as an extension of the First Citizen programme. We currently offer
(subject to fulfillment of conditions) a First Citizen Citibank –co branded card to our First Citizens. This
card provides additional points over the regular reward points besides other benefits such as free insurance,
offer alerts, EMI schemes, etc. The reward point system allow the member the flexibility to earn reward
points by shopping at any place of their own choice and still have them redeemed at Shoppers’ Stop.
Systems and Processes
We have a strong focus on systems and processes. We believe that this is a strong differentiator for us and
is a critical success factor in our growth strategy.
We have created a Manual of Authorities (MOA), which governs decision making authority. We also have
extensive Standard Operating Procedures (SOPs) created into manuals to govern most of our activities
including site selection, store planning, store operations, buying and merchandising, distribution and
logistics etc.
Our SOPs are available on our Intranet, which helps our employees to access them whenever required
helping us achieve consistency in our decision making process across the chain.
The SOPs provide guidelines for most of our business activities and define the steps to be undertaken as
well as responses for a variety of situations that may arise. We believe this offers us significant advantages
and enables us to:
1. Provide our customers with a consistent service delivery across our organization, which helps us
strengthen our brand and bondage with the customer
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SHOPPING. AND BEYOND. TM
2.
3.
4.
5.
6.
Respond to situations and developments in a predictable manner
Capture learnings and best practices from across the organization and enhance efficiencies in our
operations
Reduce operational risks by permitting us to identify issues and areas of concerns and deviations
from set processes
Reduce our dependence on individuals, including those in critical functions
Induct new employees faster
We rank our stores based on their compliance with the SOPs. We believe our thrust on systems and
processes will help us manage our growth better, and will be the key driver and differentiator to organised
operations and enhanced profitability.
Management Information Systems (MIS)
We have strong MIS capabilities that make use of our technological investments to generate valuable
insight for us and help us in improving our operations, as well as in enhancing our speed of response to
what the customers want.
We are thus able to monitor our performance on a day-to-day basis, across stores, departments and product
categories and compare the same with other stores as well as across periods. This helps us take corrective
action on a timely basis, and optimise our stock.
We are in the process supplementing our Business Intelligence capabilities through the deployment of
Netezza, a next generation data warehousing appliance. We believe that this is the first time that any
company is using this technology in India. We have also invested in Oracle Data Integrator (formerly
Sunopsis) to map our source systems to the Business Intelligence platform. We are currently using Business
Objects to analyse data related to the buying trends of our loyalty customers. We use this insight to
customize our offerings to our loyalty base, which in turn, enhances their shopping experience leading to
increased repeat visits.
Measurement of Customer Satisfaction
We have been measuring and tracking drivers of customer satisfaction since 1999, and have devised a
Customer Satisfaction Index (CSI). The CSI score as well as feedback received as part of the survey done
of our customers provides us with valuable information. We use this for our strategic planning as well as
operational improvements.
We carry out two studies in a year, with our First Citizens and walk in customers at the store, with CSMM,
a division of IMRB International, a leading market research agency, conducting the studies for us. Our CSI
scores for the previous two years are given below:
Consumer Satisfaction Index
Aug-04
Jan-05
Aug-05
56
54
60
CSI
49
46
57
Process Index
Overall Index
63
61
63
(Souce: CSMM, a division of IMRB International)
Jan-06
52
44
60
Aug-06
55
46
63
Nov- 07
55
48
62
The Process Index covers factors within the control of our Company whilst the Overall Index also covers
additional factors that may be outside the control of our Company but may have an impact on customer
satisfaction.
CSI scores are made available at the unit level for each of the above parameters as well as for the chain.
This allows us to track performance on customer expectation at overall, segment and unit levels, determine
critical improvement areas at all levels and also identify opportunities that we can leverage upon. We use
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SHOPPING. AND BEYOND. TM
the CSI score as an indicator of employee performance with several of our managers having the CSI score
as a Key Result Area (KRA) in their performance appraisal.
Measurement of Employee Satisfaction
We actively measure employee satisfaction as we believe that employee satisfaction has a direct
relationship with customer satisfaction. Satisfied and motivated employees are critical for the success of
any service intensive business like ours.
We carry out an annual online survey in which all our employees participate, based on which we determine
the Employee Satisfaction Index (ESI), on store as well as chain level. We have linked ESI to management
performance and have made it a KRA for several of our managers. Our ESI scores for the previous two
years are given below:
Employee Satisfaction Index
Dec-05
Overall Index
4.03
(Source: CSMM, a division of IMRB International)
Dec-06
4.11
Variance
0.08
The Work Factor Index covers parameters that directly impact the employee whilst the Overall Index
covers additional factors such as company loyalty and image, which also influence employee satisfaction,
but are outside the purview of the immediate manager.
We are one of the first Indian retailers to use external research agencies to track Employee Satisfaction
scores. We also participated with Walker International in one of its world wide researches that links
customer satisfaction with employee satisfaction.
Measurement of Vendor Satisfaction
We have also completed our vendor satisfaction study covering all our trade vendors, conducted by
CSMM, a division of IMRB International. This is an annual study and will help us monitor our vendors’
satisfaction level and their commitment and loyalty to us through the Partner Satisfaction Index.
We have also instituted awards for our vendors called ‘Pinnacle Awards’ for the top performing partners in
various categories.
Technology
We are a technology oriented organization and use information systems extensively across our operations,
to enable us to optimally benefit from our systems and processes.
Our focus on technology dates back to the time we started business, even whilst we were a single store
company. Since then, we have remained abreast of the developments in IT usage in the retail sector
globally and have progressively introduced new software solutions across various functions.
Beginning with a computerized cash memo in our first store in 1991, to use of FoxPro for operations &
accounting and eventually, implementation of a complete ERP from JDA, we have gradually extended the
use of technology in our various areas of operations.
Most of our critical functions such as Supply Chain, Operations, Finance & Accounts, Customer Loyalty
Program & Human Resources are linked through a computer network. This has enabled us to reduce our
time to market and respond to the changing customer requirements. This has also helped us reduce our
costs of operations through both, reduction in wastages and missed opportunities as well as a consequent
reduction of the overall costs of operations.
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SHOPPING. AND BEYOND. TM
Our IT Backbone
Our entire organization is networked and connected with the 27 stores and 4 Distribution Centers
(warehouses) linked up to the Services Office through high speed leased line. We have almost 600 point of
sales machines and over 1000 desktops or laptops connected to over 75 servers spread across our different
locations, through leased lines and Integrated Services Digital Network (ISDN).
We have data and network security systems managed by HCL COMNET. We have deployed some external
third party packaged software solutions (from some of the leading global vendors) while some of the
software systems have been developed in house.
We continue to invest in IT systems to upgrade the same to be able to better serve our requirements and
enhance our operational efficiencies.
Functional Area
Software Used
Year
installed
1999
Merchandising
Buying,
product ordering, Receipt
confirmation,
Stock
transfer,
Inventory
Management,
Sales
Management, Markdown,
Auto
replenishment,
Merchandise
event
management
Financial Accounting
JDA ERP
Oracle
Financials
2000
Human Resources
RAMCO HRMS
2001
Distribution and Logistics
WMS
2001
Merchandising Planning
Arthur Planning
2003
CRM
In
house
application
2004
Internal/External
communication
Intranet
Microsoft
Exchange
Microsoft
Sharepoint
2006
Extranet
Siemens
Data Warehousing
Netezza
2006
2007
2007
Human Resources
77
Comments
JDA is one of the leading ERP systems
used by many retailers for multiple
business models in regards to retailing. The
system is fully integrated and takes care of
the Supply chain from a manufacturer to
the end customer by using back-end and
front-end systems like MMS (Merchandise
Management
System)
&
WinDSS
(Windows Distributed Stores Systems).
Completely integrated with our retail ERPMMS, allows us to get online integrated
financials.
Our
system
supports
Personnel
Management,
Payroll
Management,
Employee Benefits Management, Training
Management and Executive Information .
WMS enable the space planning and also
integrated SKU location which enable
faster picking and putting of merchandising
An integrated planning and decision
making tool.
Enables customer profiling and provide us
the platform for designing the customer
segment specific offering.
Enterprise wide mailing solution
Internal communication (SOPs, employee
feedback, internal promotions etc.)
Information portal, which helps our
partners (vendors) know information about
their purchase orders, stock levels, sales
data, payments and ledger data.
Data mining and data analytics
SHOPPING. AND BEYOND. TM
Our human resource policies are targeted at creating an engaged and motivated work force.
We have a fairly young team with the average age of the organization being 26 years as on January 31,
2008. Managing a young team engaged in a service intensive business with largely repetitive work is one of
the challenges that we face.
With competition from other service companies including retailers and ITES/BPO companies, retaining our
CCAs is another challenge that we face, and therefore we view retention of key personnel as a priority task.
Our efforts in building a conducive work atmosphere has helped us in having lower attrition rates than the
rest of the industry. Our attrition level for the front end Customer Care Associates was 81 per cent in FY
2006 and has decreased to 60 per cent in FY 2007.
We provide a conducive work atmosphere and opportunities for our employees to learn and grow.
Our corporate values include:
“We will not take what is not ours.”
“The obligation to dissent.”
“We will have an environment conducive to openness.”
“We will have an environment for innovation.”
“We will have an environment for development.”
“We will have a willingness to apologize & forgive.”
“We will respect our customers’ rights.”
“Value of trust.”
“We will be fair.”
“We will contribute to society.”
As part of our annual performance review system we also try to capture the values each associate has
practiced for the past review period while on job.
We have 3,917 employees working with us as on December 31, 2007. These numbers include our
employees engaged in operating our speciality stores.
Age wise break up of our employees.
Age Group
18-25
25-35
35 and above
Total
No of employees
2463
1,232
222
3917
Of these, 3538 associates were engaged in Store Operations.
Educational background of our employees
Education
Post-Graduate
Graduate and specialized courses
Under-Graduate
Total
Employee Development Policy
78
No of employees
381
1586
1950
3917
SHOPPING. AND BEYOND. TM
Our Human Resource vision is to create an committed workforce through people enabling processes and
knowledge sharing practices based upon our value system.
We believe that learning and development is an integral part of business operations. Each of our employees
has training of subordinates and mentoring as a critical part of his KRAs. This enables us also to share our
learnings across the organization as well as bring in the SSL values to the employees.
We also focus on our top 100 associates under which the development needs of these employees are
tracked and a six monthly review conducted by the CCA, MD and CEO. We have annual assessment
centers for every level within the organization, including the top management. Under this, employees are
subject to certain tests and areas of development identified and focused on in the coming year, based on the
employee’s career plan. We also use these assessment centres to carry out promotions at all levels, through
a completely transparent process.
138 and 103 of our job positions are filled from personnel within the organization through a process of
scientific selection based on assessment centers as on March 31, 2007 and December 31, 2007,
respectively. This is mainly due to the reason that we strongly believe in providing the associates with
career paths within our Company through cross functional exposure and role enhancement as part of the
developmental process.
Training
Our corporate objective is to provide every associate with an average of 5 man days of training per annum
through internal and external resources.
All senior management members are required to contribute 30 hours per annum towards training.
In order to support a learning culture, we provide at our discretion, reimbursement for fees for relevant
professional courses that eligible associates enroll in. We have tied up with City and Guilds, UK, to provide
a distance learning and certification program for Customer Care Associates who have been identified as
having potential to grow into supervisory roles.
International exposure is provided to associates with potential. On an average, annually about 50 associates
get an opportunity to visit retail establishments in different parts of the world through the International
Group of Department Stores (IGDS). Internationally acclaimed professors are brought into India to train
our associates on strategic issues of retail management.
We are also investing in an E-learning platform to enable our associates take courses from their individual
work stations at their own convenience.
Compensation Policy
Our compensation policy reflects our continuing efforts to build a world class performance driven culture.
We benchmark ourselves on compensation externally through consultants biannually, and aspire to be on
the upper quartile of our target segment, comprising of FMCG companies and other retail companies and
are currently at the 75 percentile.
Variable pay is an important component of total compensation, with all our associates covered under our
Profit Linked Reward Scheme (PLRS), linking individual performance and Company profitability. Our
part-time and full-time employees are eligible for PLRS. Almost 60% of Customer Care Associates earned
PLRS in the year ended March 31, 2007. We also have Employee Stock Option Plans (ESOPs). Eighty five
(85) employees held stock options under our ESOPs as on date of this Draft Letter of Offer.
We also have a non monetary reward scheme called ‘Jo Jeeta Wohi Sikander’ which recognizes excellence
in work under various categories i.e. Best CCA, Supervisor, Store, etc. Winners in each category are
79
SHOPPING. AND BEYOND. TM
recognised through awards and ceremonies and are given individual prizes such as Trophies and Gift
Vouchers.
Communication to Employees
We also have a bi monthly in-house magazine called Re-Tale, which helps us in our endeavour to enhance
transparency and communication across levels. Associates are encouraged to write in to the editor with
their concerns and the CCA and MD are required to respond with a solution through this magazine.
We also conduct focus groups wherein we have participation from cross functional and cross level
associates where they can voice their thoughts, issues or opinions to the facilitator.
Competition
We retail a range of branded apparel, footwear, perfumes, cosmetics, jewellery, leather products,
accessories, home products, electronics, books, music and toys in our stores. We also retail our own private
label apparel, footwear, fashion jewellery, leather products, accessories and home products. This is
complemented by café, food, entertainment, personal care and various beauty related services. Promotions
and events are an integral part of our service offering to our customer, which helps us create a unique
shopping experience.
We face competition from other retailers of similar products and services. These include stand alone stores
in the organized and unorganized sector, as well as other chains of stores including department stores.
The competitive landscape in the retail industry has altered drastically in the last couple of years. Several
large players have announced mega plans to enter this sector and existing players are also ramping up their
capacities to meet the fresh, untapped demand and competition. We balance that by our focus on offering
our customers a unique shopping experience with a combination of promotions and events. It is because of
this and the service and ambience that we offer, that we believe we have been able to create a
differentiation in the mind of the customer vis-à-vis our competitors where similar products and brands are
available.
Our Social Responsibilities
We are a responsible corporate citizen and make a conscious effort to contribute to society at large. We
support NGOs such as Child Rights and You (CRY) and Concern India Foundation.
We have, in association with CRY, launched eco-friendly bags and donate part of the proceeds from their
sale to CRY. We also periodically conduct ‘exchanges’ as part of our promotions and donate the old
garments collected to Concern India Foundation.
Capacity Utilisation
We are into the business of retailing of goods and services where capacity and capacity utilization can not
be quantified.
Intellectual Property
Our Company has registered 426 trademarks under various classes and also has right to use the trademarks
registered in the name of our Promoter, Ivory Property and Hotels Private Limited, our Subsidiaries Upasna
Trading Limited and Crossword Bookstores Limited. There are 995 applications pending for registration
under various classes in the name of our Company. Following are the trademarks registered in various
classes:
80
SHOPPING. AND BEYOND. TM
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
ix)
x)
xi)
xii)
xiii)
xiv)
xv)
xvi)
xvii)
xviii)
xix)
xx)
xxi)
xxii)
xxiii)
xxiv)
xxv)
xxvi)
xxvii)
xxviii)
xxix)
xxx)
xxxi)
xxxii)
xxxiii)
xxxiv)
xxxv)
xxxvi)
xxxvii)
xxxviii)
xxxix)
xl)
xli)
xlii)
xliii)
xliv)
xlv)
xlvi)
xlvii)
xlviii)
xlix)
HOMESTOP,
IVY KITCHEN,
mist BATH,
ELVES CORNER,
Fern,
GLASS COURT,
ACCESSORIES STOP,
MENS STOP,
STOP AND RELAX,
FRAGRANCE STOP,
HEALTH STOP,
BLUE STOP,
DESIGN STOP,
FASHION STOP,
KIDS STOP,
DENIM STOP,
WOMEN STOP,
BARGAIN STOP,
SHOPPERS’ STOP,
FEEL THE EXPERIENCE,
WHILE YOU SHOP.,
SHOPPER’S STOP (Feel the experience While you shop),
BARGAINS BROUGHT TO YOU BY SHOPPERS’ STOP.,
bluemint, Push & shove ONE STOP FUNK SHOP,
insense,
Kasba,
Kasba CONCEPTUALISED BY RAGHVENDRA RATHORE,
DIY do it yourself,
buzz it starts here,
SHOPPER’S STOP (Feel the experience While you shop),
vettorio fratini VETTORIO FRATINI,
Vettorio Fratini,
SHOPPERS’S STOP re-Tale,
INDIA SHOPPING FESTIVAL AT SHOPPERS,
STOP,
SHOPPERS’STOP FIRST CITIZEN Experience The Rewards,
Life START LIVING…,
LIFE,
STOP every wear,
KARROT,
Skids,
FCC CLASSIC,
FCC SILVER,
FCC silver,
FCC GOLD,
FCC Gold,
Studio KRT,
BLUES BIZAAR,
STOP!
In all, there are over 1443 applications for trademarks in various classes made by our Company, our
Subsidiaries and Ivory Hotels & Properties Private Limited (in relation to trademarks being used by our
Company).
Our Company has entered into an Agreement dated 6th February 2006 executed between our Company and
Blue Foods Private . Limited. (BFPL) (hereinafter referred to as the “said agreement”) Wherein BFPL
81
SHOPPING. AND BEYOND. TM
alongwith our Company have agreed to create brands jointly named 1. CAFÉ BRIO, 2. DESI CAFÉ, 3.
BRIO ON THE GO, 4. EAT STREET, 5. MY CHINA, 6. TEXX MEXX, 7. TOWER OF PIZZA, 8.
MADRAS EXPRESS, 9. ASLI PUNJABI (hereinafter referred to as the said brands) which shall be owned
by each party equally. These brands shall be developed exclusively for and operated exclusively within our
Company’s stores or as mutually agreed between the parties. All applications pertaining to the registration
of the said brands is being done by our Company and BFPL jointly. After the expiry of the said agreement
or earlier determination of the said agreement the parties will mutually decide to take individual ownership
of the said Brands developed by the parties. In the event of earlier termination/determination of the said
agreement our Company has the first option to buy out BFPL ownership of the said brands. Valuation of
the said brands will be done by two of three top merchant bankers/valuation agencies. Cost of valuation
shall be shared equally between the parties. It is also agreed that neither party shall sell or assign the brands
to any third party without the written consent of the other party.
INSURANCE POLICIES
Our Company has insured all the Shoppers’ Stop stores, Brio store, MAC Store, Mother Care Stores, Desi
Café Stores, Crossword Stores godowns, warehouses, offices, stocks, stocks in process, computers, laptops,
scanners, printers and furniture against fire accidents, robbery, burglary, house breaking and such other loss
and damage to property. Our Company has also insured its permanent employees and its contract workers
working at these stores and warehouses against any loss and damages caused to them when on duty.
Our Export Obligations
We have obtained licenses under EPCG scheme as listed below. As per the licensing requirement under the
said scheme, we are required to export goods of a defined amount, failing which, we have to make payment
to the Government of India equivalent to the duty benefit enjoyed by us under the said scheme along with
interest. Payments received against ‘Counter Sales’ in free foreign exchange through banking channels are
utilized for fulfillment of export obligation. As on February 29, 2008 the total outstanding export
obligations under EPCG scheme are Rs. 285.55 million and the duty saved thereon is Rs. 35.69 million.
Properties
We have entered into lease, leave and licence and conducting arrangements for our stores, offices and other
properties. We have twenty seven (27) operating stores, of which twenty four (24) are Shoppers’ Stop and
three (3) are HomeStop, which also house our speciality stores such as Crossword, MAC, Desi Café, Brio
and Mothercare. Certain independent properties have also been taken up for Homestop, Mothercare,
Crossword, Brio, MAC and Arcelia. We have also acquired properties for our offices, guest houses and
distribution centre. Given below is a summary of our arrangements for the aforesaid:
Sr.
Location
Particulars of the Property
No.
Shoppers’ Stop Stores
1.
Mumbai
CTS no. 543 and 543/1 to 17 Swami Vivekanand Road,
Andheri (West), Mumbai – 400 058
2.
Hyderabad
Municipal No. 1-11-251/1, Survey No. 183, Begumpet,
Hyderabad 500 016
3.
Jaipur
Gaurav Towers-II, Commercial Plot No. 2, Indira –Palace,
Malviya Nagar, Jaipur – 302 017
4.
New Delhi
Ansal Plaza, Hudco Place, Andrews Ganj, Near South
Extension, Khelgaon Marg, New Delhi – 110 048.
5.
Chennai
Survey No. 355/1, Harrington Road, Chetpet, Chennai 600
031.
6.
Mumbai
CTS. No. 4, Chembur Village, M.G. Road, Ghatkopar
(East), Mumbai.
7.
Pune
Mumbai Pune Highway, Shivajinagar, Pune.
82
Usage
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
SHOPPING. AND BEYOND. TM
Sr.
No.
8.
9.
Location
Mumbai
Mumbai
10.
Mumbai
11.
Kolkata
12.
13.
14.
15.
Gurgaon
Mumbai
Kolkata
Bangalore
16.
17.
18.
Mumbai
Pune
Ghaziabad
19.
20.
Lucknow
New Delhi
21.
22.
23.
Noida
Bangalore
New Delhi
24.
Kolkata
Particulars of the Property
Usage
Linking Road and S. V. Road, Bandra (West), Mumbai .
Naman Plaza, 41, S.V. Road, Kandivali (West), Mumbai –
400 067.
Nirmal Lifestyle, M.G. Road, LBS Marg, Mulund (West),
Mumbai – 400 080
The Forum, 10/3, Elign Road, Lala Lajpat Rai Sarani,
Kolkata – 700 020
Metropolitan – The Mall, Mehurali Road, Gurgaon, Haryana
Inorbit Mall, Link Road, Malad (West), Mumbai – 400064
City Centre, Block 1, Salt Lake, Kolkata – 700064.
Commerce@mantri, Bennargata Road, Begur Hobli,
Bangalore, 560 011 Bangalore
Dynamix Juhu Mall, JVPD Scheme, JuhuMumbai
Nucleus. 1st Church Road, Pune – 411 001.
Shipra Mall, Plot No. 9, Vaibhav Khand, Indirapuram
Scheme, Ghaziabad.
Fun Republic, Bhikamnagar, Gomti Nagar, Lucknow
Plot No. 10, Shivaji Place, District Centre, Raja Garden,
New Delhi
The Great India Place, Plot No. A-2, Sector 38-A, Noida.
Garuda Mall, Magrath Road, Bangalore
Metopolitan Saket, Plot No. A-2, District Centre, Saket,
New Delhi – 110 017
375, Prince Anwar Shah Road, Opp. Jawahar Park, Kolkata
700068
Department Store
Department Store
Raheja Point, 15, Magrath Road, Bangalore
Inorbit Mall, Link Road, Malad (West), Mumbai – 400064
Ground Floor, ‘Select CITYWALK’ Plot Nos. A-3 & P-1B,
District Centre, Saket, New Delhi – 110 017.
Stand Alone Speciality Stores
Mothercare
28. Chennai
‘Kuppu Arcade’, Venkata Narayana Road, T. Nagar,
Chennai
29. Bangalore
Icon – 1, 12th Main, HAL, 2nd Stage, Indiranagar, Bangalore
30. Mumbai
Transocean House, Hiranandani Business Park, Powai,
Mumbai
31. Ahmedabad
“Free Way Mall”, Vejalpur (Sim), Ahmedabad (Paldi)
32. Pune
Godrej Castle Maine, Near Ruby Hall, Sassoon Road, Pune
33. Hyderabad
Banjara Hills, Hyderabad
34. Mumbai
Nirmal Lifestyle, Village Nahur, Lal Bahadur Shastri Marg,
Mulund (West), Mumbai
35. New Delhi
‘Select CITYWALK’ Plot Nos. A-3 & P-1B, District
Centre, Saket, New Delhi
36. Mumbai
Inorbit Mall, Link Road, Malad (West), Mumbai
MAC
37. New Delhi
‘Select CITYWALK’ Plot Nos. A-3 & P-1B, District Centre,
Saket, New Delhi
38. Mumbai
Silverence Building, 32, Altamount Road, Mumbai
BRIO
39. Vadodara
2/1, Arunodaya Society, Alkapuri, Vadodara
40. Pune
Sohrab Hall, 1st floor, Junction of RBM Road, Behind Pune
Department Store
Department Store
Department Store
HomeStop Stores
25. Bangalore
26. Mumbai
27. New Delhi
83
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Department Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
SHOPPING. AND BEYOND. TM
Sr.
No.
Location
41.
Arcelia
42. Pune
43. Delhi
Stop & Go
44. Mumbai
45. Hyderabad
Crossword
46. Gaziabad
47. Mumbai
48. Hyderabad
49. Mumbai
50.
51. Vizag
52. Mumbai
53.
54.
55.
56. Chennai
57.
58.
Bangalore
New Delhi
59. Mumbai
60.
Other Property
61. Mumbai
62.
Mumbai
63.
Jaipur
64.
Bangalore
65.
Mumbai
66.
Mumbai
67.
Mumbai
68.
Mumbai
69.
Mumbai
Particulars of the Property
Railway Station
Trade Centre, Senapati Bapat Road, Pune
Usage
Speciality Store
‘Marisoft Annexe’, Vadagaon Sheri, Pune
‘Select CITYWALK’ Plot Nos. A-3 & P-1B, District Centre,
Saket, New Delhi
Speciality Store
Speciality Store
Terminal I B, C S I Airport, Mumbai
International Ariport, Hyderabad
Speciality Store
Speciality Store
Sahidabad Industrial Area, District Ghaziabad, Uttar Pradesh
Turner Road, Bandra (W), Mumbai
Bajara Hill, Hyderabad
HPCL Petrol Pump, Shivaji Park, Dadar, Mumbai
HPCL Petrol Pump, Sion, Mumbai
HPCL Petrol Pump, Vizag
Imax Adlabs, Wadala, Mumbai
Mohmedbhoy Mension, Kemps Corner, Mumbai
Kanaiya Shopping Centre, Linking Road, Bandra, Mumbai
Nirmal Lifestyle, Mulund, Mumbai
‘Kuppu Arcade’, Venkata Narayana Road, T. Nagar,
Chennai
Icon – 1, 12th Main, HAL, 2nd Stage, Indiranagar, Bangalore
‘Select CITYWALK’ Plot Nos. A-3 & P-1B, District Centre,
Saket, New Delhi – 110 017.
Inorbit Mall, Malad, Mumbai
Terminal I B, C S I Airport, Mumbai
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Speciality Store
9th Floor, ‘Eureka’ at Malad West, Mumbai – 400 064
Registered, Service
and Corporate
Office
Service office
103, 104 and 105, 1st Floor, ‘Eureka’ at Malad West,
Mumbai – 400 064
Office No. 304 on the 3rd Floor admeasuring super built up
area 1478.4 square feet at shopping arcade known as “Bardia
Shopping Centre/Gaurav Towers-I” on Commercial Plot No.
1, Indira Palace, Malviya Nagar, Jaipur – 302 017.
Flat No. 103, Marielle Apartments, 3 Magrath Road,
Bangalore 560 025 admeasuring 1500 square feet
Flat No. 1203, 12th Floor, Serenity Heights, Mindspace,
Malad West, Mumbai admeasuring 1073 square feet.
A/104, Serenity Heights, Off Link Road, Mindspace Malad
(West) Mumbai – 400 064.
B-104, Birchwood, Hiranandani Gardens, Powai, Mumbai
400 076 admeasuring 1010 square feet
Flat No. 202, 2nd Floor, admeasuring 1340 square feet at
Uphaar – II, Jaiprakash Road, Versova, Andheri West,
Mumbai
Flat No. 301 and parking space at Unique Classic
Apartments, Khandelwal Layout, Plot No. 51, Evershine
Nagar, Malad West, Mumbai 400 064 admeasuring 492
square feet
84
Speciality Store
Speciality Store
Speciality Store
Speciality Store
Branch office
Residential
Residential
Residential
Residential
Residential
Guest House
SHOPPING. AND BEYOND. TM
Sr.
No.
70.
Location
Mumbai
71.
Mumbai
72.
Bangalore
73.
74.
75.
76.
77.
Particulars of the Property
Usage
Guest House
78.
79.
80.
81.
82.
83.
84.
85.
Secunderabad
Punjab
Bhopal
Bangalore
Andhra
Pradesh
Ghaziabad
Bangalore
Mumbai
Pune
Bangalore
Hyderabad
Gurgaon
Pune
Flat No. 302 and parking space at Unique Classic
Apartments, Khandelwal Layout, Plot No. 51, Evershine
Nagar, Malad West, Mumbai 400 064 admeasuring 629
square feet
Flat No. 1706, 17th Floor, Challenger Tower – 1, Thakur
Village, Kandivili East, Mumbai 400 101
Area of 100,000 square feet at Survey No. 60/1,
Bommanahally village, Begur Hobli, Bangalore
Secunderabad, Andhra Pradesh
Jalhandar, Punjab
Bhopal
Bangalore, Karnataka
Vijayawada, Andhra Pradesh
Ghaziabad, Uttar Pradesh
Bangalore, Karnataka
Mumbai, Maharashtra
Pune, Maharashtra
Bangalore, Karnataka
Hyderabad, Andhra Pradesh.
Gurgaon, Haryana
Pune, Maharashtra
Commercial
Commercial
Commercial
Commercial
Commercial
Commercial
Commercial
Commercial
86.
Mysore
Mysore, Karnataka
Commercial
87.
Mangalore
Mangalore, Karmataka
Commercial
88.
Mumbai
Mumbai, Maharashtra
Commercial
85
Residential
Distribution center
Commercial
Commercial
Commercial
Commercial
Commercial
SHOPPING. AND BEYOND. TM
FINANCIAL INDEBTEDNESS
Following are the details of the existing secured credit facilities availed by our Company.
Name of the Bank
ICICI Banking
Corporation Limited
Citibank N.A.
Documents Executed
1. Joint Deed of Hypothecation for
the whole movable property of
our Company dated October
21,1999
2. Agreement for Credit facility for
overall working capital limit for
Rs.150 million dated October 21,
1999
3. Deed of Hypothecation dated
April 11, 2000
4. Agreement for Credit facility for
overall working capital limit for
Rs.335 million dated April 11,
2000
5. Supplement Agreement for
Rs.335 million dated April 11,
2000.
6. Facility Agreement Dated
September 6, 2007.
1.
2.
3.
4.
5.
6.
Balance as on March 18, 2008.
Cash Credit Utilization - Rs.
3,760,892.07
Deed of Hypothecation April
26,2002
Facility Agreement dated April
26,2002
Facility Agreement dated
January 30, 2003
Deed of Hypothecation dated
January 30, 2003
Composite Hypothecation deed
dated October 03,2003
Goods Security Agreement for
loan and cash credit facilities
dated July 24, 2007
Cash Credit utilization - Rs.
149,738,984.21
Citibank (CBG)
1.
Goods Security Agreement for
Loan and Cash Credit Facilities
dated July 24, 2007
Cash Credit balance
1,274,705.22 (Credit)
Axis Bank Limited
1.
Composite Hypothecation deed
dated October 03,2003
Letter of Arrangement dated
October 03, 2003
Demand/Short term Loan
Agreement dated October 03,
2003
Compositr Hypothecation Deed
Dated October 18,2007.
Undertaking Dated October
18,2007.
Demand loan Agreement Dated
Cash Credit utilization – Rs.
41,812,664.98;
Working Capital Demand Loan –
Rs. 150,000,000/-;
Current Account Balance – Rs.
1,000,000/- (Credit);
2.
3.
4.
5.
6.
86
–
Rs.
SHOPPING. AND BEYOND. TM
7.
8.
9.
10.
11.
12.
13.
IDBI Bank Limited
1.
2.
3.
4.
5.
6.
7.
Kotak Mahindra Bank
Limited
1.
2.
3.
4.
5.
6.
7.
October 18,2007.
General Undertaking/Indemnity
for letter of credit Dated October
18,2007.
Letter of Arrangement: Cash
Credit advances Dated October
18,2007.
Letter of Acknowledgement of
Debts Dated October 18,2007.
Demand promissory note Dated
October 18,2007.
D.P. Note Delivery cum waiver
letter Dated October 18,2007.
Supplementary deed of
Hypothecation Dated October 18,
2007.
.Line of Credit Arrangement
Dated October 18,2007.
Agreement of Hypothecation of
Goods and Assets dated
November 05, 2003 (not in our
record)
Facilities Agreement dated
November 05, 2003
Omnibus Counter Gurantee dated
November 05, 2003
Supplemental Agreement of
Hypothecation dated July 27,
2007
Supplemental Agreement of
Hypothecation of goods and
assets for increase in the overall
limit dated July 27, 2007
Supplemental deed of Omnibus
Counter Gurantee for increase
dated July 27, 2007
Supplemental Loan /Facility
agreement for increase dated July
27, 2007
Cash Credit utilization – Rs.
69,982,212.03
Term Loan – Rs. 250,000,000/Current Account Balance – Rs.
179,344/- (Credit)
Deed of Hypothecation dated
October 18,2004
Loan Agreement dated August
03, 2004
Banking facility Dated January
22, 2007.
Supplemental Agreemental Dated
October 16, 2007.
Demand promissory Note Dated
October 16, 2007.
Supplemental Agreemental to
Master Facility Agreement Dated
October 16, 2007.
Cash Credit facility Agreement
Cash Credit utilization - Rs.
29,185.72
87
SHOPPING. AND BEYOND. TM
8.
Dated October 16, 2007.
Master facility Agreement Dated
October 16, 2007.
Following are the details of the existing unsecured credit facilities availed by our Company.
Name of the Bank
Calyon Bank
1.
2.
3.
IDBI Bank Limited
Documents Executed
Short term loan master agreement
Agreement for counter guarantee
and indemnity dated April 28,
2006
Letter of continuity for Demand
promissory note for
Rs.225,000,000
1.
Short term Loan Facility
Agreement.
2.
Demand Promissory Note.
3.
Demand Promissory Note
Delivery Letter.
Balance as on March 18, 2008
Rs. 50,640.66 (Credit)
LC issuance Sight – Rs.
1,001,211.91
LC issuance Usance –
1,248,133.23
Short Term Loans – Rs.
150,000,000/Term Loan – Rs. 100,000,000/Term Loan – Rs. 400,000,000/-
Commercial Papers
1.
UTI Liquid Plus Fund Rs.25 Crores maturing on March 26, 2008.
RESTRICTIVE COVENANTS IN LOAN AGREEMENTS
1.
Our Company shall not create any charge, mortgage, lien or other encumbrance upon or over the same
or any part thereof except in favour of our Lender(s).
2.
Our Company shall not sell all or any of the goods except to the extent permitted by our Lender(s).
3.
Our Company cannot do the following without the prior consent of our Lender(s):
(a) To undertake any new project, diversification, modernization.
(b) To issue any debentures, raise any loans, issue equity, preference capital or Warrants, change its
capital structure or create any charge on its assets or give any guarantees or borrow or obtain credit
facilities of any description of any other bank or credit agencies or moneylenders or enter into any
higher purchase agreement during the subsistence of the liability of Our Company to our
Lender(s).
(c) To pay any commission to its promoters, directors, managers or other persons for furnishing
guarantees, counter guarantees or indemnities or for undertaking any other liability in connection
with any financial assistance obtained for or by the Company or in connection with any other
obligation undertaken for or by our Company for the purpose of their business.
(d) To declare or pay any dividend to our shareholders during any financial year unless we have paid
all the dues to our Lender(s) up to the date on which the dividend is proposed to be declared or
paid or has made satisfactory provisions thereof.
(e) To undertake or permit any merger, consolidation, reorganization, scheme or arrangement or
compromise with its creditors or shareholders or effect any scheme of amalgamation or
reconstruction.
(f) To recognize or register any transfer of shares in our Company’s capital made or to be made by
the promoters, their friends or associates except as may be specified by our Lender(s).
(g) To create any encumbrances or sell the moveable and immovable assets of our Company and or
guarantors.
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SHOPPING. AND BEYOND. TM
4.
Without prior permission of our Lender(s):(a) Assume, guarantee, endorse or in any manner become directly or contingently liable for or in
connection with the obligation of any person
(b) Change or in any way alter the capital structure of our Company
(c) Implement a new scheme of expansion or take up an allied line of business or manufacture
(d) Declare dividend or distribute profits except where the installments of principal and interest
payable to our Lender(s) in respect of the facilities are being paid regularly and there are no
irregularities whatsoever in respect of the facilities.
(e) Enlarge the scope of the other manufacturing/ trading activities if any undertaken at the time of the
application and notified to our Lender(s) as such.
(f) Not release or compound any of the said debts without the consent in writing of our Lender(s) and
will to do anything impeding recovery of the debts by our Lender(s).
(g) All realizations, recoveries and insurance proceeds and all rights and interests thereof and all
documents in respect thereof shall always be kept distinguishable and held as our Lender(s)
exclusive property and to be dealt only with the directions of our Lender(s).
(h) Without the prior written consent of our Lender(s) our Company shall not enter into, or be a party
to, any transaction with any affiliate of our Company, except in the ordinary course of and
pursuant to the reasonable requirements of our Company‘s business and upon fair and reasonable
terms which are fully disclosed to our Lender(s) in advance.
(i) Our Company should not change its name or trade name without our Lender(s) prior written
consent.
Our Company’s covenants that it shall not except with the prior written consent of our Lender(s), recognize
or register any transfer of shares in our company’s capital made or to be made by our promoters, their
friends or associates except as may be specified by our Lender(s) will not require the approval of our
Lender(s) incase of transfer of shares within the C.L.Raheja Group so long as not less than 51 % of the Paid
up capital of our Company is held within the C. L. Raheja Group at all times.
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SHOPPING. AND BEYOND. TM
KEY INDUSTRY REGULATIONS AND POLICIES
Our Company, in its business of retail and establishing retail stores in India, is governed by various
legislations as applicable to it, its stores and the goods/products it sells or stores for sale. Some of the key
regulations applicable to us are summarised hereunder:
Shops and Establishments Acts
Our Company is governed by various Shops and Establishment Acts as applicable in the states where we
have stores. These Acts regulate the conditions of work and employment in shops and commercial
establishments and generally prescribe obligations in respect of inter alia registration, opening and closing
hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime
work. The following among other are the acts and rules and regulations thereunder are applicable to our
stores.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
The Andhra Pradesh Shops and Establishments Act, 1988;
The Andhra Pradesh Factories and Establishments (National, Festival and other Holidays) Act
1974;
The Bombay Shops and Establishments Act, 1948;
The Karnataka Shops and Commercial Establishments Act, 1961;
The Madhya Pradesh Shops and Establishments Act, 1958;
The Punjab Shops and Commercial Establishment Act, 1958;
The Uttar Pradesh Shops and Commercial Establishments Act, 1962;
The West Bengal Shops and Commercial Establishment Act, 1963;
The Rajasthan Shops and Commercial Establishment Act, 1958;
The Tamil Nadu Shops and Establishment Act 1947;
The Mumbai Municipal Corporation Act 1888;
The Karnataka Municipal Corporation Act 1976;
The Haryana Municipal Corporation Act 1955;
The New Delhi Municipal Council Act 1994;
The Chennai City Corporation Licensing of Hoardings and Levy and Collection of Advertisement
Tax Rules 2003;
The Tamil Nadu Fire Services Act 1985;
The Tamil Nadu Industrial Establishments (National and Festival Holidays) Act 1958; and
Our stores also require a license for live musical performances and for playing music in the stores under the
provisions of the Copyright Act 1957.
For details of our Company’s material registration under the applicable Shops and Establishment
legislations, please refer to the section titled “Government / Statutory Approvals” on page 657 of this
Draft Letter of Offer.
In respect of goods/products
Our Company is required to comply with the provisions of the Standards of Weights and Measures Act,
1976 and the rules made thereunder, particularly the Standards of Weights and Measures (Packaged
Commodities) Rules, 1977. Similarly, our Company is required to comply with the provisions of the
Prevention of Food Adulteration Act, 1954 and the rules made thereunder.
All the aforesaid are “Other Regulations”
Intellectual Property
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SHOPPING. AND BEYOND. TM
Our Company’s trademarks are required to be registered under the provisions of the Trademarks Act,
1999.Our Company is also required to comply with local/municipal regulations in respect of each of its
stores as given below. For details of Our Company’s registration, if applicable, under these statutes please
refer to the section titled “Government / Statutory Approvals” beginning on page 657 of this Draft Letter
of Offer.
Further, in respect of our intellectual property i.e. trademarks, we can obtain better statutory protection by
registering them under applicable classes of the Trademarks Act, 1999.
Our Company is also required to obtain public performance licences under the Copyrights Act, 1957.
Fiscal Regulations
In accordance with the Income Tax Act, 1961 any income earned by way of profits by a company
incorporated in India is subject to tax levied on it in accordance with the tax rate as declared as part of the
annual Finance Act. Our Company, like other companies, avails of certain benefits available under the
Income Tax Act, 1961. For details of the tax benefits, please refer to the section titled “Statement of Tax
Benefits” beginning on page 41 of this Draft Letter of Offer.
Value Added Tax
Value Added Tax (VAT) is a modern and progressive form of sales tax. It is charged and collected by
dealers on the price paid by the customer. VAT paid by dealers on their purchases is usually available for
set-off against the VAT collected on sales. VAT is a State subject and therefore the States will have the
freedom for appropriate variations in their VAT regimes, many of the States have agreed to change over to
a VAT system providing uniformity. The essence of VAT is in providing set-off for the tax paid earlier, and
this is given effect through the concept of input tax credit. VAT is based on the value addition to goods, and
the related VAT liability of the dealer is calculated by deducting input tax credit for tax collected on the
sales during a particular period
Employment Related Regulations
Our Company is governed by the provisions of the Employees’ Provident Funds Act, 1952 and the rules
made thereunder and is accordingly required to make periodic contributions to the Employees’ Provident
Fund Scheme .Our Company is also required to make contributions under the Employees’ State Insurance
Act, 1948. For details of Our Company’s registration under the Employees’ Provident Scheme and the
Employees’ State Insurance Act, please refer to the section titled “Government / Statutory Approvals”
beginning on page 657 of this Draft Letter of Offer. Our Company is also governed by other central
legislations in inter alia, relation to wages, retirement benefits and various state legislations applicable in
the states where we have stores.
Contract Labour (Regulation and Abolition) Act
Our Company engages for each of its stores the services of various contractors for various activities
including gift wrapping, house keeping security, maintenance, tailoring and valet services. These
contractors in turn employ contract labour whose number exceeds twenty in respect of some of the stores.
Accordingly, our Company is regulated by the provisions of the Contract Labour (Regulation and
Abolition) Act, 1970 which requires our Company to be registered as a principal employer and prescribes
certain obligations with respect to welfare and health of contract labour. For details of our Company’s
registration under the Contract Labour (Regulation and Abolition) Act, please refer to the section
“Government / Statutory Approvals” on page 657 of this Draft Letter of Offer.
Foreign Investment Regulations
An industrial policy was formulated in 1991 (the “Industrial Policy 1991”) in order to implement the
economic reforms initiated by the government of India. The Government of India has since amended the
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SHOPPING. AND BEYOND. TM
Industrial Policy from time to time in order to enable foreign direct investment in various sectors of the
Indian industry in a phased manner gradually allowing higher levels of foreign participation in Indian
companies. However as per the current Central Government policy on foreign direct investment, foreign
direct investment in Indian companies carrying on retail trading activity is prohibited.
Export Promotion Capital Goods Scheme (EPCG Scheme)
The EPCG Scheme allows import of capital goods for pre-production, production and post production at
5% customs duty subject to an export obligation equivalent to 8 times of the duty saved on capital goods
imported under the EPCG Scheme to be fulfilled over a period of 8 years reckoned from the date of
issuance of the license. The EPCG Scheme covers manufacturer exporters with or without supporting
manufacturer(s)/ vendor(s), merchant exporters tied to supporting manufacturer(s) and service providers.
In addition to the above, Our Company is required to comply with various other applicable legislations
including the provisions of the Companies Act, 1956, the Foreign Exchange Management Act, 1999,
various tax related legislations and other applicable statutes.
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HISTORY AND OTHER CORPORATE INFORMATION
History
One of our Promoters, Ivory Properties and Hotel Private Limited (“IPHL”), commenced it retail operations
in the year 1991 under the brand name ‘Shoppers’ Stop’ with its first store at Andheri, Mumbai. IPHL
started its business with ready to wear men’s wear. In 1992 it started business in women’s wear and later in
1993 with children’s section, cosmetics, perfumes and accessories in 1993.
In 1994 IPHL launched a loyalty program for its customers under the name of ‘First Citizen’s Club’.
It opened its second Shoppers’ Stop store in Bangalore in 1995.
On June 16, 1997, our Company, Shopper’s Stop Private Limited was incorporated as a private limited
company under the Companies Act, 1956 bearing Registration no. 11-108798 of 1997. IPHL executed a
conducting agreement dated November 03, 1997 with our Company giving us a right to participate in
running the departmental stores including the right to use (i) the Mumbai Shopper’s Stop property (ii)
the Bangalore Shopper’s 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.
.
On December 8, 1997, our Company was converted into a deemed public limited company and the name
was changed to Shopper’s Stop Limited. 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.
The conducting agreement dated November 03, 1997 was terminated and a fresh conducting agreement was
executed with IPHL on 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’S 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 (inhouse brand), B (in-house brand).
Out of the various trademarks under which we presently market our in-house products 379 are registered in
our name. 28 of the trademarks we presently market some of our in-house products are registered in the
name of one of our Promoters, Ivory Properties and Hotels Private. Limited 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.
Our Company initially acquired 790 equity shares of Rs 100 each in Upasna Trading Limited (“UTL”)
from some of the existing shareholders. UTL was a trading company, and was one of our suppliers for
garments and accessories. On march 23, 1999 our Company increased its stake in UTL to 1265 Equity
Shares (25.3% of the equity capital) at a purchase price of Rs 100 per share. On February 29, 2000
we bought 74.7 % stake in UTL and UTL became a 100% Subsidiary of our Company.
UTL discontinued its trading operations from January 2003 and started handling our distribution and
logistic function since February 2000 and currently operates through four distribution centers located
in Mumbai, Bangalore, New Delhi and Kolkata.
Shopper’s Stop Services (India) Limited was incorporated as our wholly owned subsidiary in
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March 2000 to provide shared services and consultation, in accounting and logistics operations.
Currently, this subsidiary has limited operations.
Shopper’s Stop .Com (India) Limited 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, its operations were discontinued in February 2001.
Profound Readers’ Choice Trading (India) Private Limited (Profound) (now “Crossword Bookstores
Limited”, “Crossword”) was incorporated in November 1999 and acquired ‘Crossword’, a chain of
books and music stores, from India Book House Limited (IBHL) under trademark and style of Crossword,
as a going concern by way of slump sale on March 31, 2000.
Shopper’s Stop Limited and ICICI Limited (A/c. ICICI Structured Products Fund) and ICICI Trusteeship
Services Limited (ICICI Equity Fund) had jointly decided to acquire the business of retailing books,
magazines, periodicals, music, toys, games, greeting cards, CD ROMs, stationery and gift items through
stores operated either by India Book House directly or by franchisees appointed by them under the
trademark / trading name and style “Crossword” (called the ‘Crossword Division’) from India Book House
through Profound.
Profound entered into a Deed of Assignment of the business as a going concern by way of a slump sale
dated March 31, 2000 with India Book House Limited and acquired their Crossword Division for a total
consideration of Rs.137,500,000 (Rupees one hundred thirty seven million and five hundred thousand
only). India Book House Limited also assigned the trademarks and copyrights pertaining to its Crossword
Division to Profound vide Deed of Assignments dated March 31, 2000 and July 5, 2000.
Profound issued 5,000,000 Equity Shares of Rs. 10/- each to be subscribed by (a) Shopper’s Stop Limited
and (b) ICICI Limited (A/c. ICICI Structured Products Fund) and ICICI Trusteeship Services Limited
(ICICI Equity Fund) in the ratio of 51:49. We subscribed to 2,550,000 equity shares on March 29, 2000.
ICICI Limited (A/c. ICICI Structured Products Fund) and ICICI Trusteeship Services Limited (ICICI
Equity Fund) signed an investment agreement dated July 11, 2000 with Profound to which we were also a
party for subscribing to their portion of 2,450,000 equity shares of Rs. 10/- each of Profound. After this
transaction, Profound became our 51% subsidiary.
Crossword Bookstores Limited made a further issue of 1,562,500 equity shares of Rs.10/- each on June 20,
2001 by way of a rights issue to its existing shareholders to fund its business plans. We and ICICI
Trusteeship Services Limited (ICICI Equity Fund) subscribed to the rights in the ratio of our shareholding.
The portion of the rights issue of ICICI Limited (Structured Products Fund) was subscribed to by ICICI
Trusteeship Services Limited (ICICI Equity Fund). At this stage ICICI Limited (Structured Products Fund)
and ICICI Trusteeship Services Limited (ICICI Equity Fund) transferred their entire shareholding in
Profound to ICICI Trusteeship Services Limited (ICICI Emerging Sectors Fund). Accordingly the
investment agreement dated July 11, 2000 read with Supplemental Agreement dated June 20, 2001 stood
novated in favour of ICICI Trusteeship Services Limited (ICICI Emerging Sectors Fund) vide Deed of
Novation dated April 26, 2003.
An agreement dated February 28, 2005 was entered into between Shopper’s Stop Limited, ICICI
Trusteeship Services Limited. (in its capacity as trustee of ICICI Emerging Sectors Fund a scheme of ICICI
Emerging Sectors Trust /Mutual Fund) ( hereinafter “ICICI”) and Crossword Bookstores Limited. Pursuant
to the provisions of the said agreement our Company has purchased 4,685,625 equity shares of Crossword
from ICICI on July 1, 2005, by virtue of which Crossword became our wholly owned subsidiary.
We have entered into an agreement dated June 13, 2005 with ECLA Cosmetics Private Limited granting us
a non-exclusive license to employ MAC Concept. On October 3, 2005 we entered into an agreement with
Mothercare UK Limited granting us an exclusive right within India to open ‘Mothercare Outlets’ for ten
years.
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On January 23, 2006, we executed a deed of adherence with the Hypercity Retail (India) Limited and its
shareholders, agreeing to be bound by the option agreement dated August 6, 2004 by which we had the
option to acquire upto 51% of the equity share capital of the Company at any time prior to December 31,
2008 at the price set out therein.
We entered into an agreement with Blue Foods Private Limited dated February 6, 2006 by which Blue
Foods Private Limited is to conduct and operate food and beverage outlets in our stores. On September 29,
2006 we entered into a franchisee agreement with our subsidiary, Crossword Bookstores Limited
appointing us as its exclusive franchisee for five years with effect from July 1, 2006.
In January 2007, we entered into a joint venture on 50:50 basis with The Nuance Group AG, Switzerland
for managing and operating retail outlets at airports in India by an agreement. We have also entered into a
memorandum of agreement with The Nuance Group AG to formalise the intent to implement various other
retail ventures.
In July 2007, our Company and its associate company, Hypercity Retail India Limited (“HRIL”) entered
into a franchise arrangement and other related agreements with the UK’s leading home and general
merchandise retailer, Home Retail Group plc (“Home Retail Group”), to develop the “Argos” multichannel retail format in India.
To facilitate the franchise arrangement, Home Retail Group set up a wholly-owned company in India,
Home Retail Group (India) Private Limited (“Home Retail India”). Our Company and HRIL jointly
incorporated Gateway Multichannel Retail (India) Limited (“Gateway”) as their joint venture company
with our Company and HRIL owning 51% and 49% of Gateway’s share capital respectively.
Under these agreements new format of retailing are opened through shelf-edge point of sale material,
indicating that the product lines are available in the Catalogue. The agreements also provide for the use of
the trademarks of Argos and Hypercity by Gateway Multichannel Retail (India) Private Limited.
Main Objects of our Company
The main objects of our Company to be pursued on its incorporation are:
1.
To own, construct, take on lease or in any other manner and to run, render technical advice in
constructing, furnishing, running and management of retail business including departmental stores,
direct to home & mail order catalogue for all category of products and services dealing in all kinds
of goods, materials and items in India or any other part of the world.
2.
To deal in all kind of garments, fabrics, accessories and allied goods in India and abroad.
The main objects clause and the objects incidental or ancillary to the main objects of the Memorandum of
Association of our Company enable us to undertake our existing activities and the activities for which
the funds are being raised through this Issue.
Changes in the Memorandum of Association since Incorporation:
Date of change
September 19, 1997
December 08, 1997
Remarks
The authorised share capital of our Company was increased from Rs. 0.5 million
comprising of 5,000 Equity Shares of Rs. 100/- to Rs. 7.5 million comprising of
75,000 Equity Shares of Rs. 100/- each.
Our Company was converted into a deemed public limited company and the name
was changed to Shopper’s Stop Limited.
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February 26, 1999*
March 20, 1999
January 25, 2000
November 24, 2003
March 31, 2004**
July 30, 2004***
July 28, 2007
Sub division of Equity Share capital comprising of 75,000 Equity Shares of Rs.
100/- each aggregating to Rs. 7.5 million to 7,50,000 Equity Shares of Rs. 10/- each
aggregating to Rs. 7.5 million.
The authorised share capital of our Company was increased from Rs. 7.5 million
comprising of 750,000 Equity shares of Rs. 10/- each to Rs. 175 million comprising
of 17,500,000 Equity Shares of Rs. 10 each.
The authorised share capital of our Company was increased from Rs. 175 million
comprising of 17,500,000 Equity Shares of Rs. 10/- each to Rs. 225 million
comprising of 22,500,000 Equity Shares of Rs. 10/- each.
The authorised share capital of our Company was increased from Rs. 225 million
comprising of 22,500,000 Equity Shares of Rs. 10/- each to Rs. 280 million
comprising of 28,000,000 Equity Shares of Rs. 10/- each.
The authorised share capital of our Company was increased from Rs. 280 million
comprising of 28,000,000 Equity Shares of Rs. 10/- each to Rs. 400 million
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 million to 80,000,000 Equity Shares of Rs. 5/each aggregating to Rs. 400 million.
Consolidation of the Equity Share capital comprising of 80,000,000 Equity Shares
of Rs. 5/- each aggregating to Rs. 400 million to 40,000,000 Equity Shares of Rs.
10/- each aggregating to Rs. 400 million.
The authorised share capital of our Company was increased from Rs. 400 million
comprising of 40,000,000 Equity Shares of Rs. 10/- each to Rs. 1000 million
comprising of 100,000,000 Equity Shares of Rs. 10/- each.
* At an EGM 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 authorised share capital of our Company was altered from Rs. 7,500,000 divided into
75,000 equity shares of Rs. 100/- each to Rs. 17,500,000 divided into 17,500,000 Equity Shares of Rs. 10/each.
** At an EGM held on March 31, 2004, a further sub division of Equity Shares was approved by our
shareholders resulting in each Equity Shares of Rs. 10/- each being sub divided into two shares of Rs. 5/each and consequently the authorised share capital of our Company was Rs. 400 million divided into
80,000,000 Equity Shares of Rs. 5/- each.
*** At an AGM 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 authorised share capital of our Company was Rs. 400 million divided into 40,000,000
Equity Shares of Rs. 10/- each.
Major Events:
Year
1991
1992
1993
1994
1995
1996
Events
IPHL opened its first Shoppers’ Stop store selling men’s wear at Andheri
(Mumbai)
Ladies section added
Children and non apparel accessories sections added
Disney carnival organized, with official Disney characters (Mickey, Minnie,
Donald and Goofy) participating, In house Retail Management Trainee
Programme started
First Citizen Club loyalty card launched
Second store opened (Bangalore)
Festival of Britain celebrated in association with the Commercial Department of
the British Consulate
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Year
1997
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
Events
Shopper’s Stop Limited was incorporated on June 16
Festival of Indian tradition and culture, ‘Parikrama’, launched
Co-branded credit card launched for FCC members in partnership with HSBC
Third store opened (Hyderabad), the then largest with 72,287 sq. ft of retail area
our Company co-opted as India’s only member to the Intercontinental Group of
Department Stores (IGDS)
Implemented JDA Retail ERP (a global leader in retail ERP packages)
Fourth and Fifth stores launched (Jaipur & Delhi)
Sixth & Seventh stores opened (Chennai & Chembur, Mumbai)
Placed equity with external investors to raise Rs 600 million
Acquired Crossword, one of India’s leading book retailing chain, from India
Book House in partnership with ICICI Trusteeship Services Limited (A/c ICICI
Emerging Sectors Fund)
Implemented Warehousing Module of JDA, Auto Replenishment and Auto
Purchase Order system and business to business connectivity
Eight and Ninth store launched (Pune & Bandra, Mumbai)
Profit Linked Reward System (PLRS) introduced for all employees
Tenth store opened (Kandivali, Mumbai)
Received various industry awards from CMAI (including Best Retailer of the
Year) and from Nasscom (Best IT Practice in Retail Category)
Signed Austin Reed licence for men’s outerwear for India exclusively
Three stores launched taking the total number of stores to 13 (Mulund, Mumbai,
Gurgaon and Kolkata)
Fourteenth, fifteenth and sixteenth stores launched in February 2004 (Malad,
Mumbai), June 2004 (Salt Lake City, Kolkatta) and October 2004 (Bangeratta
Bangalore) respectively taking total retail area to 752,848 sq ft
Received Superbrand status for 2003 and 2004
Received Images Retail award for the “Most favoured retail destination of the
year” – September, 2004
Received the “Organization With Innovative HR Practices” award at the HR
Excellence Awards organized by Mid-Day, Big Break & Daks – November
2004
Received Top retailer 2004 India Bronze award given by Retail Asia-Pacific
Top 500 awards
Opened our seventeen, eighteen, nineteen & twentieth store in Pune, Juhu –
Mumbai, Bangalore (“Homestop”) & Ghaziabad.
Launched M.A.C store under arrangement with the Cosmetics Major Estee
Lauder.
Made an Initial Public Offering and got listed on BSE and NSE on May 23,
2005.
Acquired balance 49% of Crossword sharehoding making it a 100% subsidiary
of our Company.
Opened our twenty first (Lucknow) and twenty second store – “Homestop”
(Mumbai).
Launched Mothercare in India and our F & B outlets Brio & Desi Café.
Acquired 45% share of Timezone Entertainment Private Limtied.
Signed a 50:50 Joint Venture with The Nuance Group AG for Airport Retailing.
Signed a MOU with the Home Retail Group of UK to enter into a franchise
arrangement for the Argos formats of catalogue & internet retailing.
Opened our twenty third store at Noida and twenty forth store at New Delhi.
Opened our twenty fifth store at (Select Saket) - “Homestop” and our twenty
sixth store at Metropilitan Saket, Delhi.
Opened our twenty sixth store at Southcity Kolkata.
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Awards, Achievements and Certifications:
YEAR
2003
2003 & 2004
2004
2005
2005
2005
2005
2005
2005
2006
2006
2006
2007
PARTICULARS
Retailer of the Year
Advertising Campaign of the Year – Buy and Fly to 7 Wonders
Top Management of the Year – Shoppers’ Stop
“Best IT User” award conferred by NASSCOM
CEO of the Year Retail – Mr. B. S. Nagesh (2003-2004)
Retail Outlet of the Year – Delhi (2003) and Hyderabad (2004)
Lycra Image Fashion Award for “Best Retail Chain of the Year”
“Retail Professional of the Year” to Mr. B. S. Nagesh
Runner up for “Most Successful Supply Chain Management” adjudged by S.
P. Jain Institute of Management and Research.
Image Retail award for the “ Most Favoured Retail Destination of the Year”
Retail India Publishing and Euromonitor International Award for being
ranked one of the top three retail organisations in India.
“Teachers’ Achievement Award ” to Mr. B. S. Nagesh for excellence in the
field of business
Organization with Innovative HR Practice awarded at the HR Excellence
Award organized by Mid-day, Big Break and Daks.
“CEO of the Year ” awarded to Mr. B. S. Nagesh in the 4th Indira Award for
Marketing Excellence presented by Indira Group of Institutes.
“Most Admired Shopping Destination of the Year” award by Image Fashion
Forum.
“India’s Greatest Brand Builders” award to Mr. B.S. Nagesh by Bhartiya
Vidhyapeeth Institute for Management Studies and Research in February
2005.
“Retail Professional of the Year” awarded to Mr. B.S. Nagesh in the ICICI
Retail Excellence Award, 2005
“Loyalty Program of the Year” at the ICICI Retail Excellence Award, 2005
“Amity Global Corporate Excellence Award” at the 7th International Business
Horizon Inbush, 2005 by the Centre of International Business, Amity
Business School, Noida.
“Retail Destination of the Year” at the India Retail Forum, 2005.
“Retailer of the Year” at the Indian Retail Summit, 2005
“Retail Professional of the Year” at the Indian Retail Summit, 2005
“Advertising Campaign of the Year” in the CMAI Apex Award , 2005
“Retail Professional of the Year” in the CMAI Apex Award, 2005
“Most Admired Fashion Shopping Destination of the Year” at the Images
Fashion Forum, 2006.
“Certificate of Merit” from the Council for Fair Business Practices (CFBP)
for our contribution to the promotion of the Code of Conduct laid down by
CFBP
“Retailer of the Year” at the Images India Retail Forum .
“Entrepreneurship Award” to Mr. B.S. Nagesh in the Enterprise Scions award
organized by DNA Money
“Visionary Award” to Mr. B.S. Nagesh by ICFAI
“Chain Store of the Year” at the CMAI APEX Award
“Retail Professional of the Year” to Mr. B. S. Nagesh at CMAI APEX
Awards.
“Best Annual Report” from ICAI
“Retail Destination of the Year” at the Image Fashion Forum
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YEAR
2007
2007
2007
2007
PARTICULARS
“Corporate Excellence” from Amity Business School
Images Retails Award 2007 as Most Admired Retailer of the Year for
effective technology usage.
Advertising Campaign of the year – retail by CMAI APEX Awards.
Departmental Store of the year by Star Retailers Awards.
Changes in Registered Office of our Company
Date
August 11, 2004
Registered Address Changed From
Construction House, “A”, 24th Road,
Khar, Mumbai – 400 052
Changed To
Eureka Towers, B-wing, 9th floor,
Mindspace, Link Road, Malad
(West), Mumbai – 400 064
Our Subsidiaries
Following are the Subisidaries of our Company:
1. Upasna Trading Limited;
2. Shopper’s Stop . Com (India) Limited;
3. Shopper’s Stop Services (India) Limited;
4. Crossword Bookstores Limited; and
5. Gateway Multichannel Retail (India) Limited
For details regarding our Subsidiaries refer to section titled “Subsidiaries” beginning on page 100 of this
Draft Letter of Offer.
Shareholders Agreements
There are no subsisting shareholders agreements among our shareholders in relation to our Company.
Other Agreements
We have entered into several material agreements in the nature of, inter alia, joint ventures, licensing
agreements and franchisee agreements. These are all in the ordinary course of business carried on or to be
carried on by our Company.
Strategic Partners
Our Company does not have any strategic partners.
Financial Partners
Our Company does not have any financial partners.
99
SHOPPING. AND BEYOND. TM
SUBSIDIARIES
We have the following subsidiaries:
A
B
C
D
E
Upasna Trading Limited;
Shopper’s Stop . Com (India) Limited;
Shopper’s Stop Services (India) Limited;
Crossword Bookstores Limited; and
Gateway Multichannel Retail (India) Limited
A.
UPASNA TRADING LIMITED (“UTL”)
UTL was incorporated on December 8, 1995, as a private limited company under the Companies Act with
the name Upasna Trading Private Limited. The registered office of UTL is situated at Construction House
‘A’, 24th Road, Khar (West) Mumbai - 400 052.
UTL became a deemed public limited company with effect from March 23, 1999 pursuant to the then
prevailing provisions of Section 43A of the Companies Act. Pursuant to an amendment in the year 2000, to
the Companies Act, UTL was converted from a deemed public company to a full-fledged public company
with effect from March 12, 2003 and a fresh Certificate of Incorporation was issued by the Registrar of
Companies Maharashtra, at Mumbai.
The main objects of UTL are to carry on business as traders, dealers, agents, of merchandise, goods,
articles, commodities, produce, substances and materials for the purpose of local trade and exports and to
specially deal in as exporters, importers, buyers, sellers and merchants of hardware, building material,
metal ware, tools, fixtures, implements and any other industrial, non industrial, and consumer products and
all other products in India and abroad.
Our Company initially acquired 790 equity shares of Rs 100 each in UTL from some of the then existing
shareholders and increased our stake in UTL to 1265 Equity Shares (25.3% of the equity capital) on March
23, 1999 at a purchase price of Rs 100 per share. Our Company subsequently enhanced our holding in UTL
to 100% by acquiring the balance 3725 equity shares from the K Raheja Corp Group (Chandru L Raheja
Group) at par on February 29, 2000.
A Deed of Assignment dated April 06, 2000 was executed between Shopper’s Stop Limited and UTL
wherein certain trademarks like STOP (Label and Color Scheme), STOP (Device), STOP (Label) and I (Inhouse brand) were assigned in favor of Upasna Trading Limited for a consideration of Rs.500,000 (Rupees
five hundred thousand only). UTL was one of our suppliers for garments and accessories and discontinued
its trading operations from January 2003.
A Deed of Assignment dated March 29, 2004 was executed between UTL and Shopper’s Stop Limited for
assigning the trademarks STOP (label with colour schemes), STOP (device), STOP (label), ! ( Label), ! (inhouse brand), STOP, LIFE, KARROT, KASHISH for a total consideration of Rs. 974,000 (Rupees nine
hundred and seventy four thousand only).
UTL now handles our distribution and logistic function since February 2000 and operates through four
Distribution Centers located in Mumbai, Bangalore, New Delhi and Kolkatta.
UTL is a 100% subsidiary of our Company.
Board of Directors
Name
Status
Chairman
Director
Mr. B. S. Nagesh
Mr. Yasin Virani
100
SHOPPING. AND BEYOND. TM
Name
Mr. C. B. Navalkar
Mr. Govind Shrikhande
Status
Director
Director
Shareholding pattern
The shareholding pattern of UTL as on the date of filing this Draft Letter of Offer is:
Shareholder
Shopper’s Stop Limited
Shopper’s Stop Limited and Mr. Ravi Raheja*
Shopper’s Stop Limited and Mr. Chandru Raheja*
Shopper’s Stop Limited and Mr. Neel Raheja*
Shopper’s Stop Limited and Mr. B. S. Nagesh*
Shopper’s Stop limited and Shopper’s Stop Services (India)
Limtied*
Shopper’s Stop Limited and Shopper’s Stop .Com (India) Limited*
Total
*Held in their capacity as nominee of our Company.
No of Shares Of Rs.
100/- each
4,970
5
5
5
5
5
5
5,000
The financial performance of UTL Restated for last three years is given below
(Rs. In Thousand (except earning per share)
Financial Year ending March 31
Particulars
2007
2006
2005
Nil
Nil
Nil
Sales of products traded in by the company
78,786
63,570
48,450
Other Operating Income
Other Income
Reserve and Surplus
Profit/(Loss) after tax
53
210
46
-
-
-
3,485
3,244
1,627
500
500
500
Profit & Loss Debit Balance
(4,792)
(8,277)
(11,521)
Net Worth
(4,292)
(7,777)
(11,021)
Equity Capital
697.01
648.78
325.50
(858.40)
(1555.40)
(2204.20)
Earning (Loss)per share of Rs. 100/- each
Book value per share
UTL has not made any public or rights issue in the last three years.
B.
SHOPPER’S STOP . COM (INDIA) LIMITED, (“SSDCIL”)
SSDCIL was incorporated on February 11, 2000 as a private limited company under the Companies Act,
1956 as Shopper’s Stop .Com (India) Private Limited with its registered office at Construction House ‘A’,
24th Road, Khar (West), Mumbai – 400 052.
SSDCIL became a deemed public limited company under the then prevailing provisions of section 43A of
the Companies Act. Pursuant to an amendment to the Companies Act in the year 2000 it became a fullfledged private company and thereafter pursuant to a resolution passed by its shareholders at an EGM held
on November 26, 2002 it was converted into a full fledged public company and its name was changed to
SSDCIL with effect from March 12, 2003.
101
SHOPPING. AND BEYOND. TM
The main objects of SSDCIL to be pursued on its incorporation are to carry on the business of selling
through direct marketing e-commerce, internet, interactive media catalogues, television, paper based mailorder catalogues, physical departmental stores, direct to consumer business and through all other channels
of business either directly or indirectly for the purpose of selling and servicing for/of all categories of
products and services including travel and hospitality services, financial services and dealing in all kinds of
goods, materials and items in India and any part of the world.
SSDCIL was formed for selling apparel and accessories over the Internet based on the recognition that this
would be an important medium for sales, as an online extension of our Company. The website,
“www.shoppersstop.com” went live in the month of September 2000 and started transactions.
As the online sales were not commensurate with the total capital expenditure incurred, SSDCIL incurred
losses. As this venture did not yield desired results, its operations were discontinued in February 2001.
SSDCIL is a 100% subsidiary of our Company.
Board of Directors
Name
Mr. B. S. Nagesh
Mr. Yasin Virani
Mr. C. B. Navalkar
Mr. Govind Shrikhande
Status
Chairman
Director
Director
Director
Shareholding Pattern
The shareholding pattern of SSDCIL as on the date of filing this Draft Letter of Offer is:
Shareholder
No of Shares Of
Rs. 10/- each
49,988
2
2
2
2
2
2
50,000
Shopper’s Stop Limited
Shopper’s Stop Limited and Mr. Ravi Raheja*
Shopper’s Stop Limited and Mr. Chandru Raheja*
Shopper’s Stop Limited and Mr. Neel Raheja*
Shopper’s Stop Limited and Mr. B. S. Nagesh*
Shopper’s Stop limited and Shopper’s Stop Services (India) Limtied*
Shopper’s Stop Limited and Upasna Trading Limited*
TOTAL
*Held in their capacity as nominee of our Company.
The financial performance of SSDCIL Restated for last three years is given below
Particulars
(Rs. In Thousand (except earning per share))
Financial Year ending March 31
Sales of products traded in by the company
Other Income
Reserve and Surplus
Profit/(Loss) after tax
Equity Capital
Profit & Loss Debit Balance
Net Worth
Earning (Loss)per share of Rs. 10/- each
Book value per share
102
2007
Nil
Nil
2006
Nil
46
2005
Nil
Nil
(10)
500
(50)
450
(0.20)
9.00
33
500
(40)
460
0.66
9.20
(30)
500
( 73)
427
(0.60)
8.54
SHOPPING. AND BEYOND. TM
SSDCIL has not made any public or rights issue in the last three years.
C.
SHOPPER’S STOP SERVICES (INDIA) LIMITED,(“SSSIL”)
SSSIL was incorporated on March 15, 2000 as a private limited company under the Companies Act, as
Shopper’s Stop Services (India) Private Limited with its registered office at Construction House ‘A’, 24th
Road, Khar (West), Mumbai – 400 052.
SSSIL became a deemed public limited company under the then prevailing provisions of section 43A of the
Companies Act. Pursuant to an amendment in the year 2000 to the Companies Act, this company became a
full-fledged private company and thereafter pursuant to a resolution passed at an EGM held on November
26, 2002 it was converted into a full-fledged public limited company and its name was changed to SSSIL
with effect from March 12, 2003.
The main objects of SSSIL to be pursued on its incorporation are to engage in the business of providing
services, render advice, undertake consultation in the areas of accounting, operations, business and other
fields as well as in the areas of all types of project implementation, project financing, fund structuring,
working capital management, to group companies, firms and any other company or person within or
outside India.
SSSIL is currently engaged in providing accounting services and consultation to our Company. Currently
this subsidiary has limited operations.
SSSIL is a 100% subsidiary of our Company.
Board of Directors
Name
Mr. B. S. Nagesh
Mr. Yasin Virani
Mr. C. B. Navalkar
Mr. Govind Shrikhande
Status
Chairman
Director
Director
Director
Shareholding Pattern
The shareholding pattern of SSSIL as on the date of filing this Draft Letter of Offer is:
Shareholder
Shopper’s Stop Limited
Shopper’s Stop Limited and Mr. Ravi Raheja*
Shopper’s Stop Limited and Mr. Chandru Raheja*
Shopper’s Stop Limited and Mr. Neel Raheja*
Shopper’s Stop Limited and Mr. B. S. Nagesh*
Shopper’s Stop Limited and Upasna Trading Limited*
Shopper’s Stop limited and Shopper’s Stop . Com (India) Limited*
TOTAL
*Held in their capacity as nominees of our Company
No of Shares Of Rs. 10/- each
49,988
2
2
2
2
2
2
50,000
The financial performance of SSSIL Restated for last three years is given below
(Rs. In Thousand (except earning per share))
103
SHOPPING. AND BEYOND. TM
Financial Year ending March 31
Particulars
2007
660
55
500
186
686
1.1
13.72
Service and Other Income
Profit/(Loss) after tax
Equity Capital
Profit & Loss Debit Balance
Net Worth
Earning (Loss)per share of Rs. 10/- each
Book value per share
2006
396
1
500
131
631
0.02
12.62
2005
300
144
500
130
630
2.88
12.60
SSSIL has not made any public or rights issue in the last three years.
D.
CROSSWORD BOOKSTORES LIMITED (“Crossword”)
Crossword was incorporated on November 3, 1999 as Profound Reader’s Choice Trading (India) Private
Limited (Profound) under the Companies Act with its registered office at Construction House ‘A’, 24th
Road, Khar (West), Mumbai - 400 052. The name was changed to Crossword Bookstores Limited on
February 22, 2001. Crossword is engaged in the business of retailing of books, music and stationery.
The main objects of Crossword to be pursued on incorporation are:
1) to carry on the business of retailing, wholesaling, importing, exporting, franchising, indenting and
distributing of all types of Books, reading aids, music, CDs, music cassettes, audio, books, video cassettes,
video CDs, DVDs, magazines, newspapers and other periodicals, CD ROMs, toys, board games,
educational aids, stuffed toys, electronic toys and games, video games, stationery, writing instruments,
greeting cards, and other similar products and to provide consultancy services on management of such
business and franchising;
2) to operate cafes and retail and wholesale various kinds of teas, coffees, soft drinks and other beverages,
sandwiches, cookies, cakes and other eatables and to provide consultancy services on management of such
business and franchising.
Our Company and ICICI Limited (A/c. ICICI Structured Products Fund) and ICICI Trusteeship Services
Limited (ICICI Equity Fund) had jointly decided to acquire the business of retailing books, magazines,
periodicals, music, toys, games, greeting cards, CD ROMs, stationery and gift items through stores
operated either by India Book House Limited directly or by franchisees appointed by them under the
trademark / trading name and style “Crossword” (called the ‘Crossword Division’) from India Book House
Limited through Profound.
Profound entered into a Deed of Assignment of the business as a going concern by way of a slump sale
dated March 31, 2000 with India Book House Limited and acquired their Crossword Division for a total
consideration of Rs.137,500,000 (Rupees one hundred thirty seven million and five hundred thousand
only). India Book House Limited also assigned the trademarks and copyrights pertaining to its Crossword
Division to Profound vide Deed of Assignments dated March 31, 2000 and July 5, 2000.
Profound issued 5,000,000 Equity Shares of Rs. 10/- each to be subscribed by (a) Shopper’s Stop and (b)
ICICI Limited (A/c. ICICI Structured Products Fund) and ICICI Trusteeship Services Limited (ICICI
Equity Fund) in the ratio of 51:49. We subscribed to 2,550,000 equity shares on March 29, 2000.
ICICI Limited (A/c. ICICI Structured Products Fund) and ICICI Trusteeship Services Limited (ICICI
Equity Fund) signed an investment agreement dated July 11, 2000 with Profound to which we are also a
party for subscribing to their portion of 2,450,000 equity shares of Rs. 10/- each of Profound. After this
transaction, Profound became our 51% subsidiary. Crossword Bookstores Limited made a further issue of
1,562,500 equity shares of Rs.10/- each on June 20, 2001 by way of a rights issue to its existing
shareholders to fund its business plans. We and ICICI Trusteeship Services Limited (ICICI Equity Fund)
subscribed to the rights in the ratio of our shareholding. The portion of the rights issue of ICICI Limited
104
SHOPPING. AND BEYOND. TM
(Structured Products Fund) was subscribed to by ICICI Trusteeship Services Limited (ICICI Equity Fund).
At this stage ICICI Limited (Structured Products Fund) and ICICI Trusteeship Services Limited (ICICI
Equity Fund) transferred their entire shareholding in Profound to ICICI Trusteeship Services Limited
(ICICI Emerging Sectors Fund). Accordingly the investment agreement dated July 11, 2000 read with
Supplemental Agreement dated June 20, 2001 stood novated in favour of ICICI Trusteeship Services
Limited (ICICI Emerging Sectors Fund) vide Deed of Novation dated April 26, 2003. The terms of the
Investment Agreement Profound changed its name to Crossword Bookstores Limited and made a further
issue of 1,562,500 equity shares of Rs.10/- each on June 20, 2001 by way of a rights issue to its existing
shareholders to fund its business plans. We and ICICI Limited subscribed to the rights in the ratio of our
shareholding. With further plans to expand its business by opening new stores, Crossword has made
another rights issue amounting to Rs. 30 million, which was subscribed by us and ICICI Trusteeship
Services Limited A/c ICICI Emerging Sector Fund in the ratio of our existing shareholding.
An agreement dated February 28, 2005 has been entered into between Shopper’s Stop Limited, ICICI
Trusteeship Services Limited (in its capacity as trustee of ICICI Emerging Sectors Fund a scheme of ICICI
Emerging Sectors Trust /Mutual Fund) ( hereinafter “ICICI”) and Crossword Bookstores Limited. Pursuant
to the provisions of the said agreement our Company has agreed to purchase 4,685,625 equity shares of
Crossword from ICICI not later than June 30, 2005. Pursuant to clause 4 of the said agreement in the event
that the sale and purchase of the above mentioned shares is not completed by June 30, 2005 (unless
otherwise extended by mutual consent) the said agreement shall terminate and cease to have effect. The
purchase of shares was completed on July 1, 2005.
Crossword is one of the first book stores in India to design large, spacious, well laid out stores with bright
interiors that encourage people to stay and browse. We believe this has made looking for books a more
pleasurable experience. Crossword has 48 stores all over India in Mumbai, Chennai, Hyderabad,
Ahmedabad, Pune, Vadodara, Kolkata, Jaipur, Vishakhapattanam, New Delhi, Ghaziabad, Nagpur and
Bangalore with some of the stores located inside the premises of Shopper’s Stop or in other malls or on
stand-alone basis.
Crossword is a 100% subsidiary of our Company.
Board of Directors
Name
Status
Chairman
Director
Director
Director
Director
Mr. B. S. Nagesh
Mr. Ravi Raheja
Mr. Neel Raheja
Mr. Yasin Virani
Mr. C. B. Navalkar
Shareholding Pattern
The shareholding pattern of Crossword as on the date of filing this Draft Letter of Offer is:
Shareholder
Shareholding Pattern of Equity Shares
Shopper’s Stop Limited
Shopper’s Stop Limited and Mr. Ravi Raheja and Mr. B. S. Nagesh*
Shopper’s Stop Limited and Mr. Chandru Raheja and Mr. Neel Raheja*
Shopper’s Stop Limited, Mr. Yasin Virani and Mr. C. B. Navalkar *
Shopper’s Stop Limited and Mr. Ravi Raheja*
Shopper’s Stop Limited and Mr. Chandru Raheja*
105
No of Shares Of Rs.
10/- each
9,562,447
15
15
10
4
4
SHOPPING. AND BEYOND. TM
Shopper’s Stop Limited, Mr. Govind Shrikhande and Mr. C. B. Navalkar *
TOTAL
Shareholding Pattern of Preference Shares
Shopper’s Stop Limited
Total number of equity and preference shares
*Held in their capacity as nominees of our Company
5
9,562,500
10,000,000
19,562,500
The financial performance of Crossword Restated for last three years is given below
(Rs. In Thousand (except earning per share))
Financial Year ending March 31
Particulars
2007
403,611
(8,465)
1,95,625
(1,43,072)
1,83,935
(0.89)
19.23
Sales and other income
Profit/(Loss) after tax
Equity Capital
Profit & Loss Debit Balance
Net Worth
Earning (Loss)per share of Rs. 10/- each
Book value per share
2006
507,348
(34,690)
1,95,625
(1,34,607)
1,92,400
(3.63)
20.12
2005
3,59,901
(5,356)
95,625
(99,917)
1,27,090
(0.56)
13.29
Crossword has not made any public or rights issue in the last three years.
E.
GATEWAY MULTICHANNEL RETAIL (INDIA) LIMITED (“Gateway”)
Gateway was incorporated on Apil 24, 2007 as Gateway Multichannel Retail (India) Limited with its
registered office at Eureka Towers, B-Wing, 9th Floor, Mindspace, Link Road, Malad (West), Mumbai –
400 064.
Pursued to its main objects Gateway is authorised to do the following business :
To carry on the business of retailing of product and services including home and general merchandise by
various channels inter alia through catalogue, retail outlets, catalogue stores, display catalogue stores, call
and collect stores, internet retail website and telephone orders;
In July 2007, our Company and its associate company, Hypercity Retail (India) Limited (“HRIL”) entered
into a franchise arrangement and other related agreements with the UK’s leading home and general
merchandise retailer, Home Retail Group plc (“Home Retail Group”), to develop the “Argos” multichannel retail format in India.
To facilitate the franchise arrangement, Home Retail Group set up a wholly-owned company in India,
Home Retail Group (India) Private Limited (“Home Retail India”). Our Company and HRIL jointly
incorporated Gateway Multichannel Retail (India) Limited (“Gateway”) as their joint venture company
with our Company and HRIL owning 51% and 49% of Gateway’s share capital respectively.
Gateway is a 51% subsidiary of our Company.
Board of Directors
Name
Mr. B. S. Nagesh
Mr. C. B. Navalkar
Mr. Andrew Levermore
Status
Chairman
Director
Director
106
SHOPPING. AND BEYOND. TM
Shareholding Pattern
The shareholding pattern of Gateway as on the date of filing this Draft Letter of Offer is:
Shareholder
Shopper’s Stop Limited
Hypercity Retail (India) Limited
Shopper’s Stop Limited and Mr. Dharmender Jain*
Shopper’s Stop Limited and B. S. Nagesh*
Shopper’s Stop Limited and C. B. Navalkar*
Shopper’s Stop Limited and Mr. Govind Shrikhande*
Shopper’s Stop Limited and Mr. Prashant Mehta*
TOTAL
*Held in their capacity as nominees of our Company
No of Shares Of Rs. 10/- each
25,450
24,500
10
10
10
10
10
50,000
Financial Performance:
Gateway being formed in FY 2008, no financial statements have been prepared for FY ended March 2007.
Gateway has not made any public or rights issue.
OTHER DISCLOSURES:
None of our Subsidiaries are listed on any stock exchange in India. None of our subsidiaries are sick
industrial companies within the meaning of that term under the Sick Industrial Companies (Special
Provisions) Act, 1985.
107
SHOPPING. AND BEYOND. TM
OUR MANAGEMENT
Board of Directors
Our Managing Director, Mr. B. S. Nagesh and Executive Director and CEO Mr. Govind Shrikhande
manage our day to day operations under the supervision, direction and control of our Board of Directors.
As per our Articles of Association we cannot have less than three or more than twelve Directors. Currently,
we have nine directors on our Board.
As on date of filing this Draft Letter of Offer with SEBI, we have nine Directors. Details of our Directors
are given below:
Sr.
No.
Name,
Father's
name,
Designation,
Address,
Occupation,
Nationality,
Tenure & DIN
1.
Mr. Chandru L. Raheja
S/o. Late Mr. Lachmandas
Raheja
Chairman and Non-Executive
Director
Age
Date
of
Appointment as
Director
67
June 16, 1997
Address:
Raheja House,
53 A, Pali Hill,
Bandra, Mumbai – 400 050
(India)
Other Directorships
Public Limited Companies:1. Carin Hotels Limited.
2. Chalet Hotels Limited.
3. Hypercity Retail (India) Limited.
4. Juhu Beach Resorts Limited.
Private Limited Companies:1. Amber Apartment Makers Private.
Limited.
2. Anbee Constructions Private.
Limited.
3. Aqualine Properties. Private
Limited.
4. Beach Haven Properties Private
Limited.
5. BKC Constructions Private Limited.
6. Cape Trading Private Limited.
7. Capstan Trading Private Limited.
8. Carlton Trading Private Limited.
9. Casa Maria Properties Private
Limited.
10. Cavalcade Properties Private
Limited.
11. Chalet Hotels & Properties (Kerala)
Private Limited.
12. Convex Properties Private Limited.
13. Debonair Estate Development
Private Limited.
14. Dindoshila Estate Developers
Private Limited.*
15. Fems Estate (India) Private
Limited.*
16. Grandwell Properties And Leasing
Private Limited.
17. Hill Queen Estate Development
Occupation: Business
Nationality: Indian
Tenure: Not liable to retire by
rotation
DIN: 00027979
108
SHOPPING. AND BEYOND. TM
Private Limited.
18. Horzonview Properties Private
Limited.
19. Inorbit Malls (India) Private
Limited.
20. Ivory Properties And Hotels Private
Limited.
21. Juhuchandra Agro & Development
Private Limited.
22. K. R. Consultants Private Limited.
23. K. R. Developers Private Limited.
24. K. Raheja Corp Private Limited.
25. K. Raheja Development &
Constructions Private Limited.
26. K. Raheja Hotels & Estates Private
Limited. *
27. K. Raheja IT Park (Hyderabad)
Private Limited.
28. K. Raheja Private Limited.
29. K. Raheja Trusteeship Private
Limited.
30. K. Raheja Services Private Limited.
31. K. Raheja Venture Capital
Management Private Limited.
32. Nandjyot Properties & Hotels
Private Limited.
33. Neel Estates Private Limited.*
34. Neogen Properties Private Limited.
35. Opul Constructions Private Limited.
36. Oyster Shell Estate Development
Private Limited.*
37. Palm Shelter Estate Development
Private Limited.
38. Paradigm Logistics & Distribution
Private Limited.
39. Peninsular Housing Finance Private
Limited.
40. Raghukool Estate Development
Private Limited.
41. Rendezvous Estates Private Limited.
42. S.K.Estates Private Limited.*
43. Sea Breeze Estate Development
Private Limited.
44. Sevaram Estates Private Limited.*
45. Springleaf Properties Private
Limited.*
46. Stargaze Properties Private Limited.
47. Suruchi Trading Private Limited.
48. Sycamore Properties Private
Limited.
49. Touchstone Properties & Hotels
Private Limited.
50. Wiseman Finance Private Limited.
2.
Mr. Ravi L. Raheja
36
June 16, 1997
109
Public Limited Companies :-
SHOPPING. AND BEYOND. TM
S/o. Mr. Chandru Raheja
Non-Executive Director
1.
2.
3.
4.
5.
Address:
Raheja House,
53 A, Pali Hill,
Bandra, Mumbai – 400 050
(India)
BP Ergo Limited.
Carin Hotels Limited.
Chalet Hotels Limited.
Crossword Bookstores Limited.
Hypercity Retail (India) Limited.
Private Limited Companies :1. Anbee Constructions Private
Limited;
2. Accord Real Estate
Development Private Limited;
3. Affluence Realty And Leasing
Private Limited;
4. Ambit Malls Private Limited;
5. Aqualine Properties Private
Limited;
6. Beach Haven Properties Private
Limited;
7. BKC Constructions Private
Limited;
8. BKC Properties Private Limited;
9. Brookfields Agro &
Development Private Limited;
10. Cape Trading Private Limited;
11. Capstan Trading Private
Limited;
12. Casa Maria Properties Private
Limited;
13. Cavalcade Properties Private
Limited;
14. Chalet Hotels & Properties
(Kerala) Private Limited;
15. Convex Properties Private
Limited;
16. Crimson Agro & Development
Private Limited;
17. Eternus Logistics Private
Limited;
18. Euroweave Exports Private
Limited;
19. Flabergast Properties Private
Limited;
20. G:Corp Projects Private
Limited;
21. G:Corp Neerav Developers
Private Limited;
22. Genext Hardware & Parks
Private Limited;
23. Gleamer Properties Private
Limited;
24. Grandwell Properties And
Leasing Private Limited;
25. Grange Hotels And Properties
Occupation : Business
Nationality : Indian
Tenure: Not liable to retire by
rotation
DIN : 00028044
110
SHOPPING. AND BEYOND. TM
Private Limited;
26. Horizonview Properties Private
Limited;
27. Hornbil Trading Company
Private Limited;
28. Immense Properties Private
Limited;
29. Imperial Serviced Offices
Private Limited;
30. Influence Real Estate Private
Limited;
31. Inorbit Malls (India) Private
Limited;
32. Intime Properties Private
Limited;
33. Ivory Properties And Hotels
Private Limited;
34. J. T. Holdings Private Limited;
35. Juhuchandra Agro &
Development Private Limited;*
Private Limited;
36. K. R. Consultants Private
Limited;*
37. K. Raheja Corp Private Limited;
38. K. Raheja Corp Advisory
Services (Cyprus) Private
Limited;
39. K. Raheja Corp Investment
Advisors Private Limited;
40. K. Raheja Development &
Constructions Private Limited;
41. K. Raheja Venture Capital
Management Private Limited;
42. K. Raheja Hotels & Estates
Private Limited;*
43. K. Raheja IT Park (Hyderabad)
Private Limited;
44. K. Raheja Private Limited;
45. K. Raheja Services Private
Limited;
46. KRInfra Power Company
Private Limited;
47. Louisiana Investment & Finance
Private Limited;
48. Nakshtra Logistics Private
Limited
49. Neerav Investment Advisory
Services (Cyprus) Private
Limited;
50. Neerav Investments & Holdings
Pte Ltd.
51. Neogen Properties Private
Limited;
52. Newfound Properties And
Leasing Private Limited;
111
SHOPPING. AND BEYOND. TM
53. Novel Properties Private
Limited;
54. Opul Constructions Private
Limited;
55. Opulence Warehousing And
Logistics Private Limited;
56. Pact Real Estate Private Limited;
57. Palm Shelter Estate
Development Private Limited;
58. Paradigm Logistics and
Distribution Private Limited;
59. Protect Properties Private
Limited;
60. Raghukool Estate Development
Private Limited;
61. Rendezvous Estates Private
Limited;*
62. Robust Logistics And
Warehousing Private Limited
63. S. K. Estates Private Limited;*
64. Sea Breeze Estate Development
Private Limited;
65. Sentinel Properties Private
Limited;
66. Serene Properties Private
Limited;
67. Shivan Properties and Trading
Private Limited;
68. Stance Properties Private
Limited;
69. Stargaze Properties Private
Limited;
70. Strength Real Estate Private
Limited;
71. Sundew Properties Private
Limited;
72. Suruchi Trading Private Limited;
73. Sycamore Properties Private
Limited;
74. Touchstone Properties & Hotels
Private Limited;
75. Trion Properties Private Limited;
76. Uptown Properties and Leasing
Private Limited;
3.
Mr. Neel L. Raheja
S/o. Mr. Chandru Raheja
Non-Executive Director
33
June 16, 1997
Public Limited Companies:1.
2.
3.
4.
5.
6.
Address:
Raheja House,
53 A, Pali Hill,
Bandra, Mumbai – 400 050
(India)
Carin Hotels Limited;
Chalet Hotels Limited;
Crossword Bookstores Limited;
Hypercity Retail (India) Limited;
IL&FS Investsmart Limited.
Ishaan Real Estate plc.
Private Limited Companies:-
112
SHOPPING. AND BEYOND. TM
Occupation : Business
Nationality : Indian
Tenure: Not liable to retire by
rotation
DIN :00029010
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
113
Anbee Constructions Private
Limited;
Accord Real Estate Development
Private Limited;
Ambit Malls Private Limited;
Affluence Realty And Leasing
Private Limited;
Beach Haven Properties Private
Limited;
BKC Constructions Private Limited;
Brookfields Agro & Development
Private Limited;
Cape Trading Private Limited;
Capstan Trading Private Limited;
Carlton Trading Private Limited;
Casa Maria Properties Private
Limited;
Cavalcade Properties Private
Limited;
Chalet Hotels & Properties (Kerala)
Private Limited;
Crimson Agro & Development
Private Limited;
Dindoshila Estate Developers Private
Limited;*
Eternus Logistics Private Limited;
Fems Estate (India) Private Limited;*
Flabbergast Properties Private
Limited;
G:Corp Neerav Developers Private
Limited;
G:Corp Projects Private Limited;
Genext Hardware & Parks Private
Limited;
Gleamer Properties Private Limited;
Grandwell Properties And Leasing
Private Limited;
Grange Hotels And Properties
Private Limited;
Horizonview Properties Private
Limited;
Hornbil Trading Company Private
Limited;
Immense Properties Private Limited;
Imperial Serviced Offices Private
Limited;
Influence Real Estate Private
Limited;
Inorbit Malls (India) Private Limited;
Intime Properties Private Limited;
Ivory Properties And Hotels Private
Limited;
J. T. Holdings Private Limited;
K. R. Developers Private Limited;
SHOPPING. AND BEYOND. TM
4.
Mr. B. S. Nagesh
S/o. Mr. B. K. Satyanarayan
Customer Care Associate and
Managing Director
Address:
Park Plaza, 81 & 82,
8th floor, B wing,
48
March 06, 2000
Re appointed as
Managing
Director for a
period of 5 years
with effect from
April 1, 2005 to
114
35. K. Raheja Corp Private Limited;
36. K. Raheja Corp Investment Advisors
Private Limited;
37. K. Raheja Hotels & Estates Private
Limited;*
38. K. Raheja IT Park (Hyderabad)
Private Limited;
39. K. Raheja Private Limited;
40. K. Raheja Venture Capital
Management Private Limited;
41. K. Raheja Services Private Limited;
42. KRInfra Power Company Private
Limited;
43. Louisiana Investment & Finance
Private Limited;
44. Neogen Properties Private Limited;
45. Newfound Properties And Leasing
Private Limited;
46. Novel Properties Private Limited;
47. Opul Constructions Private Limited;
48. Opulence Warehousing And
Logistics Private Limited;
49. Oyster Shell Estate Development
Private Limited;*
50. Pact Real Estate Private Limited;
51. Palm Shelter Estate Development
Private Limited;
52. Paradigm Logistics & Distribution
Private Limited;
53. Peninsular Housing Finance Private
Limited;*
54. Protect Properties Private Limited;
55. Raghukool Estate Development
Private Limited;
56. Sentinel Properties Private Limited;
57. Serene Properties Private Limited;
58. Sevaram Estates Private Limited;*
59. Stance Properties Private Limited
60. Stargaze Properties Private Limited;
61. Strength Real Estate Private Limited
62. Sundew Properties Private Limited;
63. Sycamore Properties Private Limited;
64. Touchstone Properties & Hotels
Private Limited;
65. Trion Properties Private Limited;
66. Uptown Properties And Leasing
Private Limited;
1. Crossword Bookstores Limited;
2. Shopper’s Stop . Com (India)
Limited;
3. Shopper’s Stop Services (India)
Limited;
4. Upasna Trading Limited;
5. Avacado Properties and Trading
(India) Private Limited;
SHOPPING. AND BEYOND. TM
Opp. Central Institute of
Fishery Education,
New Yari Road,
7 Bunglows, Versova,
Andheri (West),
Mumbai – 400 061 (India)
March 31, 2010
vide resolution
passed in AGM
held on July 30,
2004.
6.
7.
July 29, 2006
1.
2.
8.
BSN Consults Private Limtied;
Hypercity Retail (India) Limited;
and
Gateway Multichannel Retail
(India) Limited.
Occupation : Service
Nationality : Indian
Tenure: Liable to retire by
rotation
DIN : 00027595
5.
Mr. Govind Shrikhande
S/o. Mr Shridhar Shrikhande
Cusomer Care Associate ,
Executive Director and CEO
47
Appointed
as
Executive
Director
and
CEO for a period
of 3 years with
effect from July
29, 2006 to July
28, 2009 vide
resolution passed
in AGM held on
September
22,
2006.
Address:
502, Bobby Apartments,
5th Floor, L. J. Road,
Mahim (West)
Mumbai – 400 016
Occupation : Service
Nationality : Indian
Tenure: Liable to retire by
rotation
DIN : 00029419
6.
Mr. Shahzaad Dalal
S/o. Late Mr. Siraj Ali Dalal
Non-Executive and
Independent Director
49
August 09, 2001
3.
1.
2.
3.
4.
Address:
Rashmi Apartments, 4th Floor,
‘D’ Wing, 11, Carmichael
Road,
Mumbai – 400 026 (India)
5.
6.
7.
8.
Occupation : Service
Nationality : Indian
Tenure: Liable to retire by
rotation
DIN : 00011375
9.
10.
11.
12.
13.
14.
15.
16.
115
Upasna Trading Limited;
Shopper’s Stop . Com (India)
Limited; and
Shopper’s Stop Services (India)
Limited
IL&FS Investment Managers
Limited;
SARA Fund Trustee Company
Private Limited;
IL&FS Financial Services Limited;
Bharat Serums and Vaccines
Limited;
IPF Online Limted;
Datamatics Technologies Limited;
Development Investment Trustee
Company Private Limited;
IL&FS Transportation Networks
Limited;
Global Broadcast News Limited;
ABG Shipyard Limited;
ETL Infrastructure Services Limited;
IL&FS Asian Infrastructure
Managers Limited;
EBS Worldwide Services Private
Limited;
Pratyankara Electronics Private
Limited;
Zydus BSV Pharma Private Limited;
Zydus BSV Research and
Development Private Limited;
SHOPPING. AND BEYOND. TM
17. Neelkamal Marine Drive Developer
Private Limited;
18. QVC Realty Private Limited;
19. DB Realty Private Limited;
20. Offbeat Developers Private Limited;
21. AIG Indian Equity Sectoral Fund
LLC, Mauritius;
22. AIG Indian Equity Advisor LLC,
Mauritius;
23. IL&FS Investment Advisors LLC,
Mauritius;
24. India Project Development Fund – II
LLC, Mauritius;
25. IL&FS India Reality Fund LLC,
Mauritus.
26. IL&FS Singapore Asset Management
Company Pte Limited;
27. Bhartiya Urban Infrastructure and
Land Development Company Private
Limited;
28. Indraprastha Gas Limited; and
29. ATS Estates Private Limtied.
7.
Mr. Gulu Mirchandani
S/o. Late Mr. Lalchand
Mirchandani
Non-Executive and
Independent Director
64
April 28, 2001
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
59
January 25, 2003
1.
2.
Address:
131, Tahnee Heights,
‘D’ Block, 13th Floor,
Petit Hall, Nepean Sea Road,
Mumbai – 400 006 (India)
Adino Research Foundation;
Adino Telecom Limited;
Ador Welding Limited;
Akasaka Electronics Limited;
Fractal Analytics Limited;
KEC International Limited;
VIP Industries Limited;
Mirc Electronic Limited;
BP Ergo Limited;
Algorhythm Technologies Private
Limited;
11. Guviso Holdings Private Limited.
Occupation : Service
Nationality : Indian
Tenure: Liable to retire by
rotation
DIN : 00026664
8.
Mr. Nitin Sanghavi
S/o. Mr. Jagubhai Sanghavi
Non-Executive and
Independent Director
Address :
15, Sunningdale Avenue,
Alwoodley, Leeds LS17 7SD,
(UK)
Occupation : Professor /
Consultant
Nationality : British
Tenure: Liable to retire by
116
Sanghavi Associates Limited; and
Loads of Offers . Com
SHOPPING. AND BEYOND. TM
rotation
DIN : 00863107
9.
Mr. Deepak Ghaisas
S/o. Mr. Keshav Ghaisas
Non-Executive and
Independent Director
50
July 24, 2004
Address:
B61/62 Swapnashilp,
Mahant Road,
Vile Parle (East)
Mumbai – 400 057 (India)
Occupation : Service
Nationality : Indian
Tenure: Liable to retire by
rotation
DIN : 00001811
1.
2.
3.
i-flex Solutions Limited
USV Limited;
i-flex Processessing Services
Limited;
4. i-flex Solutions Pte Limited;
5. i-flex Solutions Inc;
6. Equinox Global Services
Limited.
7. i-flex America Inc.;
8. ISP Internet Mauritius
Company;
9. i-flex Consulting (Asia Pacific)
Pte Ltd; and
10. Flexcel International Private
Limited.
*In this regard see notes to the chart of directors given in respect of each of the companies in Mumbai
Undivded Entities section of this Draft Letter of Offer.
Note: None of the above mentioned Directors are on the RBI List of willful defaulters as on date.
BRIEF BIOGRAPHY OF OUR DIRECTORS
Mr. Chandru L. Raheja, 67, LLB, is the Non-executive Chairman of our Company. He is heading the K.
Raheja Corp. Group, and has been engaged in the business of real estate development for more than four
decades. Under his leadership the ‘K Raheja Corp Group’ has built several structures all over the country
comprising residential, commercial buildings, and hotels. He lead the group into integrated township
development called Mindspace in Hyderabad and Mumbai. Apart from being involved with the real estate,
hospitality and retail business Mr. Chandru Raheja also takes keen interest in charitable organizations.
Mr. Ravi L. Raheja, 36, son of our Chairman Mr. Chandru L. Raheja is a Non-executive Director of our
Company. He holds Bachelor of Commerce and Master of Business Administration from London Business
School. He has more than 15 years of experience in the real estate hospitality industry and the retail
industry. Apart from being fully involved with the real estate, and hotel business of the Group, he is the key
promoter overlooking the Shoppers’ Stop business. He takes a keen interest in the retail business and was
directly involved with Shoppers’ Stop in the initial stages of establishing the Shoppers’ Stop business and
our Company. He has worked towards building the organization structure providing impetus to growth. He
guides the Shopper’s Stop team on corporate strategy and planning, and he is actively involved in charting
the future growth strategies of the retail business. His experience in real estate and financial planning and
structuring has guided the Shoppers’ Stop team in all its expansion strategies.
Mr. Neel L. Raheja, 33, son of our Chairman Mr. Chandru L. Raheja is a Non-executive Director of our
Company. He holds a Masters degree in Commerce from the Mumbai University, major in finance and
economics and LLB degree. He has over 11 years of experience in the real estate development and
hospitality industry and in the retail industry. He on behalf of the promoters overlooks the day to day
functioning of the hospitality business of the Group. He has visualized and developed the “Inorbit”
shopping Mall at Malad. He is also involved in the “Crossword” retail business and takes active interest in
the customer satisfaction and human development part of the Shoppers’ Stop business. As Group Director,
he has spearheaded the hotel business development and growth, and has been instrumental in establishing
premium Hotels like Renaissance Mumbai Hotel & Convention Centre, Marriott Executive Apartments &
JW Marriott. He is currently handling all new Hotel and Mall projects of the group. He is also currently
117
SHOPPING. AND BEYOND. TM
involved in setting up IT Parks across the country catering to major corporates, mostly MNC’s. He is also
responsible for all the operations of the real estate business, which include Residential townships, Business
& IT Parks and mixed-use developments across the country, and the strategic expansion in the Mall
Business. He also a director in K. Raheja Corp. Private Limited, IL&FS Investsmart India Limited,
Crossword Bookstores Limited, Inorbit Malls (India) Private Limited, Chalet Hotels Limited, K. Raheja IT
Park (Hyderabad) Private Limited,
Mr. B. S. Nagesh, 48, is Customer Care Associate (CCA) and Managing Director of our Company and has
been with Shoppers’ Stop since the inception of the business as a division of IPHL in July 1991, and has
been with us since our inception in 1997. Mr. Nagesh holds an MMS degree from Benares Hindu
University. He has over 27 years of experience and had earlier worked with Blow Plast, Orson and Carona
before joining us. During the last 16 years he has been instrumental in buying of the Crossword chain of
bookstores, setting up and opening the country’s largest hypermarket HyperCity, franchise of various
brands like MAC, Mothercare, setting up of JVs with Nuance of Switzerland for airport retailing, JV with
LAI of Australia for Timezone entertainment centers, thus ushering international brands and modern
retailing into the country. Mr. Nagesh is credited for infusing the latest retail techniques into our Company
and for blending the best of national and international talent within our Company. Mr. Nagesh has been
awarded a number of awards over the years including “Most Admired Apparel Retail Professional of the
Year” at the inaugural Images Fashion Awards 2000, the “Top CEO Award 2001” instituted by Institute of
Marketing Management. He was also awarded the “CEO of the Year (2003, 2004 and 2005) – Retail” by
Clothing Manufacturers Association of India. He was felicitated ‘The Best Professional of the Year’ award
held at ICICI Bank, Retail Awards 2005 & “Retail Professional of the Year” at the India Retail Summit in
September, 2005. He was also awarded the Teachers Achievement Award in the field of Business in
November 2004 and the Entrepreneurship Award for 2006. Apart from this, Business India voted Mr.
Nagesh as one of the top 50 managers in India who will influence the Indian business scenario in the 21st
century. Mr. Nagesh was amongst the 30 nominees for the Ernst & Young Entrepreneur of the Year Award
in 2000. He has also been declared as the retail professional of the year by CMAI for 2001, 2003, 2005 &
2006.
Mr. Govind S. Shrikhande, 47, is the CCA, Executive Director and Chief Executive Officer of our
Company and has been with us since 2001. He is a Textile Graduate from VJTI, Mumbai and a Master of
Business Administration from Symbiosis, Pune, Mr. Shrikhande has more than 23 years of experience in
leading Textile and Apparel companies like Mafatlal, Arvind, Arrow and Bombay Dyeing. He joined our
Company, as Head of Buying & Merchandising, in April 2001. In 2004 he took over as the Chief Operating
Officer (COO) of our Company and was promoted to the position of the Chief Executive Officer (CEO) of
our Company in April 2006. Currently he looks after the day to day Operations & Strategic direction of the
largest department store chain in India.
Mr. Shahzaad Dalal, 49, Non-executive Independent Director of our Company. He is the Vice Chairman
& Managing Director, IL&FS Investment Managers Limited (IIML), one of India’s leading Private Equity
Fund Managers with over US$ 1.6 billion under management. The private equity funds managed by IIML
have a wide canvas across sectors in infrastructure such as telecom, transport, power and oil and gas as well
as emerging areas in real estate, technology, retail, life sciences and consumer services. Mr. Dalal
currently leads a team of 40 professionals involved in managing over 70 investments. Mr. Dalal is also on
the Boards of various companies to guide their growth plans and other strategic developments.
Overall, Mr. Dalal assumes greater responsibility towards the crafting of exits through a range of diverse
methods, including IPO's and strategic sales. Prior to this, Mr. Dalal was Chief Executive Officer of the
Asset Management Business of IL&FS. Within the IL&FS Group he has undertaken various
responsibilities
including
overall
planning
and
raising
of
resources
for
IL&FS, its group companies and other IL&FS sponsored infrastructure projects. Mr.
Dalal have also headed the initiative for large value
structured
finance/transactions in leasing,
project finance and privatizations. Mr. Dalal is a Management Graduate from USA.
Mr. Gulu L Mirchandani, 64, Non-executive Independent Director of our Company. He is chairman and
managing director of MIRC Electronics Limited. He is a Bachelor in Mechanical Engineering from BITS,
118
SHOPPING. AND BEYOND. TM
Pilani. As Chairman and Managing Director of MIRC Electronics, Mr. Mirchandani is responsible for
formulating, incubating and delivering emerging technologies and services in the area of colour televisions
and home appliances. Under his leadership and guidance, MIRC Electronics won an “Award for Excellence
in Electronics” in 1999. He was also the President of 'Consumer Electronics and TV Manufacturers
Association' (CETMA) for two consecutive years in 1992-94. He was also the Chairman of the Bombay
Chapter of the World Presidents' Organisation (WPO), an international organisation of more than 3000
CEO's with operations in more than 60 countries.
Mr. Nitin J Sanghavi, 59, Non-executive Independent Director of our Company, is a professor of Retail
Marketing and Strategy, Manchester Business School, University of Manchester with over 25 years of
experience. He runs several electives for full time and executive MBA Programmes. He has directed and
taught on many executive programmes for major retail and retail-related organisations as well FMCG
organisations and financial institutions in the UK, USA, Europe and Far East focusing on strategic issues
on retailing/consumer marketing. He is a Fellow of the Royal Society of Arts, Commerce and
Manufacturing and a member of the International Society of Franchising and of the American Collegiate
Retail Association. He has also been a special advisor/consultant to the British Council and Commonwealth
Secretariat. He has also been a special advisor to the Boards of Tesco Stores plc., House of Fraser plc. and
Home Retail Group. He is special advisor on retailing for the World Bank and is Visiting Scholar at
Harvard Graduate School of Business and Visiting Professor at both University of Texas and Universite de
Rennes.
Mr. Deepak K. Ghaisas, 50, Non-executive Independent Director of our Company. Mr. Ghaisas is
Chartered Accountant, Cost Accountant and Company Secretary with over 26 years of experience. In
1993, he joined i-flex solutions Limited (“i-flex”), and was Chief Executive Officer (India Operations)
and Company Secretary of i-flex . Recently he has been appointed as Vice Chairman of i-flex.
BORROWING POWERS OF BOARD OF DIRECTORS
Pursuant to an ordinary resolution passed at the EGM of our shareholders held on March 31, 2004, our
Directors were authorised to borrow money(s) on behalf of our Company in excess of the paid up share
capital and the free reserves of our Company from time to time, pursuant to the provisions of Section
293(1)(d) of the Companies Act, subject to an amount not exceeding Rs. 5000 million.
For further details of the provisions of our Articles of Association regarding borrowing powers, please refer
to the section titled ‘Main Provisions of the Articles of Association of our Company’ beginning on page 725
of this Draft Letter of Offer.
Compensation of Directors
Our Company pays sitting fees of Rs. 20,000 to its non-executive Directors for attending each Board of
Director meeting. The members at Annual General Meeting of our Company held on September 22, 2006 had
approved payment of the commission to the non-executive Directors within the ceiling of 1% of the net profit
of our Company as computed under the applicable provisions of the Companies Act, 1956. The Commission
is being paid on the basis of the meeting held during the year and their contribution from time to time.
Details of the compensation paid to non-executive Directors for the year ended March 31, 2007 are as under:
Names of the Directors
Mr. Chandru Raheja
Mr. Ravi Raheja
Mr. Neel Raheja
Mr. Vittorio Radice*
Mr. Gulu Mirchandani
Mr. Shahzaad Dalal
Ms. Bala Deshpande*
Commission
1,50,000
2,10,000
2,10,000
1,50,000
Sitting Fees
140,000
80,000
1,20,000
1,20,000
1,20,000
60,000
119
Total (Rs.)
140,000
80,000
1,20,000
1,50,000
3,30,000
3,30,000
2,10,000
SHOPPING. AND BEYOND. TM
Names of the Directors
Mr. Nitin Sanghavi
Mr. Deepak Ghaisas
TOTAL
* Resigned on October 28, 2006
Commission
2,10,000
2,10,000
1,140,000
Sitting Fees
60,000
1,20,000
820,000
Total (Rs.)
2,70,000
3,30,000
1,960,000
Details of the remuneration paid to Mr. B. S. Nagesh, Customer Care Associate and Managing Director
and Mr. Govind Shrikhande, Customer Care Associate, Executive Director and Chief Executive
Officer for the financial year ended March 31, 2007.
Names of the Directors
Mr. B. S. Nagesh
Mr. Govind Shrikhande
Salary and
Bonus
Perquisites
16, 209,910
8,160,163
539,033
288,782
Contribution to
Provident and
other Funds
792,000
432,000
Total (Rs.)
17,540,943
8,880,945
SHAREHOLDING OF OUR DIRECTORS
As per our Articles, our Directors are not required to hold any qualification Equity Shares in our Company.
Save and except as below, our Directors do not hold any Equity Shares in our Company as on the date of
filing of this Draft Letter of Offer. This does not include options held by our Executive Directors to acquire
Equity Shares in our Company pursuant to our ESOP Schemes.
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
Name of the Directors
No. of Equity Shares
Mr. Chandru Raheja
Mr. Ravi Raheja
Mr. Neel Raheja
Mr. B. S. Nagesh
Mr. Govind Shrikhande
Mr. Shahzaad Dalal
Mr. Gulu Mirchandani
Mr. Nitin Sanghavi
Mr. Deepak Ghaisas
348,750
550,000
575,000
300,744
21,591
1,000
0
0
0
For details of options held by our Executive Directors, please refer to the section titled “Capital
Structure” beginning on page 19 of this Draft Letter of Offer.
None of our Directors or Key Managerial Personnel are “relatives” within the meaning of Section 6 of the
Companies Act except as stated below:
Name of our Director
Mr. Chandru Raheja
Mr. Ravi Raheja
Mr. Neel Raheja
Relation
Father of Mr. Ravi Raheja and Mr. Neel Raheja
Son of Mr. Chandru Raheja and brother of Mr. Neel
Raheja
Son of Mr. Chandru Raheja and brother of Mr. Ravi
Raheja
Interest of Directors
None of our Directors or key managerial personnel have been appointed pursuant to any understanding or
arrangement with major shareholders, customers, suppliers or others. All of our Directors may be deemed
to be interested to the extent of fees payable to them for attending meetings of the Board comission payable
120
SHOPPING. AND BEYOND. TM
to our Non-executive Directors as well as to the extent of remuneration payable to our Executive Director
for their services as executive directors of our Company and reimbursement of expenses payable to them
under our Articles of Association. All our Directors may also be deemed to be interested to the extent of
Equity Shares, if any, already held by them or their relatives or bodies corporate in which they have interest
in our Company, or Equity Shares/Warrants that may be subscribed for and allotted to them, out of the
present Issue in terms of this Draft Letter of Offer and also to the extent of any dividend payable to them
and other distributions in respect of the said Equity Shares.
Further, save and except as stated otherwise in the sections titled ”Business Overview” and “Our
Promoters” and the section titled “Financial Statements” beginning on page nos. 56, 130 and 346,
respectively, of this Draft Letter of Offer, our Directors do not have any other interests in our Company as
on the date of filing of this Draft Letter of Offer with SEBI.
Our Directors are not interested in the appointment of or acting as Registrar and Bankers to the Issue or any
such intermediaries registered with SEBI.
Changes in our Board of Directors during the last three years
The following are the changes in our Board of Directors during the last three years:
Name of our Director
Mr. Govind Shrikhande
Mr. Vittorio Radice
Ms. Bala Deshpande
Date of Appointment
July 29, 2006
December 23, 2000
December 01, 2001
Date of Resignation
October 28, 2006
October 28, 2006
Reasons
Appointment
Resignation
Resignation
Corporate Governance
Our Company has complied with SEBI Guidelines in respect of Corporate Governance especially with
respect to broad basing of Board, constituting the Committees such as Shareholders / Investors Grievance
Committee, adoption of Code of Conduct for members of our Board & the employees in the grade of
Manager & above and also the Whistle Blower Policy.
The Board of Directors has approved the introduction of Whistle Blower Policy at its meeting held on
October 28, 2006. The policy aims to encourage all employees to inform our Company regarding any kind
of misuse of Company property, mismanagement or wrongful conduct prevailing in our Company and no
personnel has been denied access thereto. The disclosure would be sent to the chairman of the Audit
Committee / the Ethics Counselors who would investigate and recommend to the management of our
Company to take such disciplinary or corrective action as may be deemed fit. The said policy has been
implemented.
Our Company has complied with all mandatory and also some of non-mandatory requirements of corporate
governance norms as enumerated in Clause 49 of the Listing Agreements with stock exchanges. The Board
has constituted an Audit Committee, Shareholder’s Investor Grievance and ShareTransfer Committee and
Compensation / Remuneration Committee in accordance with the Listing Agreements.
AUDIT COMMITTEE
Our Company constituted the Audit Committee in the year 2001. The Committee comprises four nonexecutive Directors. The members of the Committee possess the sound knowledge of finance and accounts.
The Audit Committee invites such of the executives, as it considers appropriate to be present at the
meetings of the Committee. The Managing Director, Executive Director and CEO, Group Chief Financial
Officer, Company Secretary, representatives of internal Auditors and statutory Auditors are also present at
the Audit Committee meetings as invitees. The names of the Committee members are as below:
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SHOPPING. AND BEYOND. TM
Names of the Directors
Mr. Deepak Ghaisas
Mr. Ravi Raheja
Mr. Nitin Sanghavi
Mr. Shahzaad Dalal
Status
Chairman
Member
Member
Member
The Committee deals with various aspects of financial statements, adequacy of internal controls, various
audit reports, compliance with accounting standards and our Company’s financial and risk management
policies. Mr. Prashant Mehta, Customer Care Associate, Vice President Legal and Company Secretary of
our Company acts as the Secretary of the Committee. It reports to the Board of Directors about its findings
and recommendations pertaining to above matters. 4 meetings have been conducted during the year 20072008.
Role of the Audit Committee
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)
11)
Overseeing our Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees.
Reviewing, with the management, the annual financial statements before submission to the Board
for approval, with particular reference to:
• Matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act 1956;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgment by
management;
• Significant adjustments made in the financial statements arising out of audit findings;
• Compliance with listing and other legal requirements relating to the financial statements;
• Disclosure of any related party transactions;
• Qualifications in the draft audit report.
Reviewing, with the Management, the quarterly financial statements before submission to the
Board for approval.
Reviewing, with the management, performance of statutory and internal auditors, and adequacy of
the internal control systems.
Monitoring the status of utilization of IPO proceeds of our Company.
Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure,
coverage and frequency of internal audit.
Discussions with internal auditors on any significant findings and follow up thereon.
Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the Board.
Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern.
To review the functioning of the whistle blower mechanism.
COMPENSATION / REMUNERATION COMMITTEE
Our Company constituted Compensation / Remuneration Committee in the year 2001. The names of the
Committee members are as below:
Names of the Directors
Mr. Gulu Mirchandani
Status
Chairman
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SHOPPING. AND BEYOND. TM
Names of the Directors
Mr. Ravi Raheja
Mr. Nitin Sanghavi
Mr. Shahzaad Dalal
Status
Member
Member
Member
8 meetings were conducted during the year 2007-2008.
The terms of reference of the Compensation / Remuneration Committee of our Company are:
The scope of the activities of the Compensation / Remuneration Committee is to recommend the
remuneration payable to Managing Director and Executive Director of our Company, payment of
commission and sitting fees to Non-Executive Directors and formulation and implementation of various
Employees Stock Option (ESOP) Schemes in our Company.
SHAREHOLDER’S INVESTOR GRIEVANCE AND SHARE TRANSFER COMMITTEE
Our Company constituted the Committee in the year 2004. The Committee comprises of three Directors.
The composition of the committee is as under:
Names of the Directors
Mr. Ravi Raheja
Mr. Neel Raheja
Mr. B. S. Nagesh
Status
Chairman
Member
Member
2 meetings were conducted during the year 2007-2008.
The Shareholders’ Investors Grievanceand Share Transfer Committee was constituted specifically to look into
the redressal of shareholders grievances. The Committee also oversees the performance of the Registrar and
Share Transfer Agents and recommends measures for overall improvement in the quality of investor services.
Details of Complaints received for the period April 01, 2005 to March 31, 2006 are as follows:
Sr.
No
1.
2.
3.
4.
Details of Investor Complaints
Complaints pending as on April 01, 2005
Complaints received from April 01, 2005 to March 31, 2006
Complaints redressed during the period April 01, 2005 to March 31,
2006
Complaints pending as on March 31, 2006
No. of Complaints
Nil
124
124
Nil
Details of Complaints received for the period April 01, 2006 to March 31, 2007 are as follows:
Sr.
No
1.
2.
3.
4.
Details of Investor Complaints
Complaints pending as on April 01, 2006
Complaints received from April 01, 2006 to March 31, 2007
Complaints redressed during the period April 01, 2006 to March 31,
2007
Complaints pending as on March 31, 2007
123
No. of Complaints
Nil
31
31
Nil
SHOPPING. AND BEYOND. TM
Details of Complaints received for the period April 1, 2007 to February 29, 2008 are as follows:
Sr.
No
1.
2.
3.
4.
Details of Investor Complaints
Complaints pending as on April 01, 2007
Complaints received from April 01, 2007 to February 29, 2008
Complaints redressed during the period
Complaints pending at the end of period
No. of Complaints
Nil
7
7
Nil
RIGHTS ISSUE COMMITTEE
Our Company constituted Rights Issue Committee on April 28, 2007. The names of the Committee
members are as below:
Names of the Directors
Mr. Ravi Raheja
Mr. Deepak Ghaisas
Mr. Shahzaad Dalal
Status
Chairman
Member
Member
Following are the names of the non-Director members of the Rights Issue Committee:
Names of the non-Director Member
Mr. C. B. Navalkar
Mr. Prashant Mehta
Status
Member
Member
2 meetings were conducted during the year 2007-2008.
The terms of reference of the Rights Issue Committee of our Company inter alia are:
1.
To make appointment as may be required of Merchant bankers (Including the lead managers ),
underwriters, Bankers, Financial and/or Legal advisors, Depositories, Custodians, Registrars,
Monitoring Agency, if necessary and all other agencies and to finalize the term and conditions
(Including the payment of fees, commission, out of pocket expenses and other expenses subject to
requisite approvals of Reserve Bank of India and/or any other regulatory authority), of the aforesaid
appointments and also to the renew or terminate the appointments so made.
2.
To take necessary actions and steps for obtaining relevant approvals, consent from SEBI, Stock
Exchanges, Reserve Bank of India and such other authorities as may be necessary in relation to the
Right Issue.
3.
To finalise the offer and issue of Rights Securities.
4.
To finalise and approve the Offer document, including any necessary amendment / correction etc; in
the Offer Document, Composite Application Form, or such other document as may be required to be
circulated as a part of the rights issue process, if it is necessary and suggested by the regulatory
authorities, and to cause the final approved Offer document to be issued by the Company to its
shareholders.
5.
To finalize the ratio which would determine the number of Rights Shares to be offered and number
of warrants to be offered to the shareholders of the Company in proportion to their existing fully paid
up shareholding in the Company.
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SHOPPING. AND BEYOND. TM
6.
To approve terms and conditions for the issue of Rights Securities, including inter-alia the quantum
of premium, conversion term into equity shares, the conversion price of the attached warrants.
7.
To approve the Book Closure period / or and fix the Records Date in consultation with Stock
Exchanges, to ascertain the entitlement of the shareholders pursuant to the proposed rights issue.
8.
Opening of Bank Accounts
9.
To approve the allotment of Rights securities in respect of the subscriptions received, basis of
allotment in case of oversubscription, acceptance and appropriation of the proceeds of the issue,
issue of relevant share certificates for equity shares in physical and or / demat form, affixing of
Common Seal in terms of Articles of Association of the Company.
10.
To authorize printing of blank Equity Share / Debenture/ Warrant Certificates or such other
documents as may be required for the Rights Issue.
11.
To do all such acts, deeds and things, execution of documents, undertakings, agreement etc for
listing of equity shares/ debentures/ Warrants with Bombay Stock Exchange Limited and National
Stock Exchange of India Limited.
12.
To do all such acts, deeds and things, execution of documents, undertakings, agreement etc with
National Securities Depositories Limited and Central Depository Service (India) Limited in respect
of Right Issue.
13.
To authorize Directors /Executives of the Company, including granting power of attorney to do such
acts, deeds and things as may be necessary, in connection with issue and allotment under the Right
Issue.
14.
To take all other decisions to be comply with the requirements and formalities in connection with the
Right Issue.
Key Managerial Personnel
The key managerial personnel of our Company other than our executive Directors as on the date of filing of
the Draft Letter of Offer are as follows.
Mr. C. B. Navalkar, 41, is the Customer Care Associate and Group Chief Financial Officer of our
Company, since November 2001. He is a Bachelor in Commerce and ACA. His major role is arranging
funds for expansion and monitoring the Corporate Governance Compliances within the group and
evaluating new initiatives. During his tenure, our Company bagged the Gold Shield for the “Excellence in
Financial Reporting of the year 2005-2006” under Manufacturing and Trading category from the Institute
of Chartered Accountants of India. Mr. Navalkar is also CEO of Crossword Bookstores Limited, a 100%
subsidiary of our Company. Before joining our Company, he worked with Blue Dart Express Limited and
Morarjee Gokuldas Spinning and Wvg Mills Limited
Mr. Vivek Mathur, 37, is the Customer Care Associate & Vice-President -Corporate Planning of our
Company, and has a Bachelors degree in Technology (Electronics) from IT-BHU, Varanasi, and a Masters
degree in Business Administration from the Faculty of Management Studies, Delhi University and has
experience of over 15 years. Mr. Mathur is responsible for supporting the group’s strategy development,
and new business development through partnerships with international retailers and brands. He is also
driving the group’s entry into online retailing. He has worked with several major retail clients in India,
South East Asia and the United Kingdoms, on various strategy and performance improvement assignments,
in his earlier consulting roles. During his seven year stint with KSA-Technopak, he contributed
significantly to the establishment of KSA-Technopak’s retail practice, and was the Associate Director
125
SHOPPING. AND BEYOND. TM
leading the retail practice till 2002. He was then a Director with Integrated Retail Management Consulting
(IRMC) for two years. Prior to joining our Company, he has also worked with Pantaloon Retail India
Limited, and has also previously worked for the Arvind Mills Limited and HCL Limited.
Ms. Harsimran Balbir Singh, 44 years, is the Customer Care Associate and Chief People Officer of our
company and has been working with our Company since October 2006. She oversees the HR functions for
all the business in our retail group. She has over 23 years experience in the HR function. She holds a
Diploma in Personnel Management and Industry Relations and has worked across sectors in companies
such as Eureka Forbes, Coca Cola, General Mills, Cummins etc. Her primarily focus will be to ensure that
our Retail group attracts and retains the best talent by driving the right values and culture across our
businesses.
Mr. Arun Gupta, 44 years, is the Customer Care Associate & Chief Technology Officer and has been
working with our Company since March 2007. He is a Bachelor of Science and Post Graduate in Software
Technology from NCST, Mumbai. Prior to joining our Company, Mr. Gupta has worked for Philips, Pfizer,
Hughes Telecom, DHL Worldwide Express, DSP Merrill Lynch and Great Eastern Shipping Co as Head of
IT where he helped these companies in setting IT strategy aligned to business, and implementation of key
systems. Out of a total of 23 years in the IT industry, he has over 13 years of IT leadership experience
specializing in aligning business and IT. He is the recipient of the Giant CIO 100 award in 2006 by CIO
Magazine of IDG Publications.
Mr. Kumar Sitaraman, 52 years, is the Chief of Business Development and has been working with our
Company since November 2007. He is a Chartered Accountant from Institute of Chartered Accountants of
India and Bachelor of Science from the University of Madras. Prior to joining our Company, Mr. Kumar
has worked for S. B. Billimoria and Co (Mumbai), Ernst & Whinney (now Ernst & Young), (Qatar), Metro
Bottling Company Limited (Nairobi, Kenya), The Bahrain National Oil Company (Bahrain) and with The
Landmark Group of Dubai (in Qatar.Oman and India.)With The Landmark Group, he was appointed as
Managing Director in Lifestyle International Private Limited, India, after successfully completing his
tenure in Qatar as Finance and Administration Manager and in Sultanate of Oman as General Manager. He
has over 25 years of varied business management, process and retail experience. He is responsible for
strategizing our growth across the country through lease and acquisition of properties for our entire retail
group.
Name
Designation
/ Nature of
Duties
Remunera
tion
Received
Rs.
Qualificati
ons
Mr. C.B.
Navalkar
Group Chief
Financial
Officer
5,533,194
Mr.
Vivek
Mathur
Vice
President
Corporate
Planning
2,543,628
Bachelor of
Commerce
and
Chartered
Accountant
Bachelor of
Technolog
y and
Master of
Business
Administra
tion
126
Experience
(No. of
years)
21
15
Date of
Commence
ment of
Employmen
t
November
19, 2001
November
24, 2004
Age
Last Employment
before joining our
Company
41
General Manager Finance
and
Treasury in Blue
Dart
Express
Limited
Senior Manager –
Product
Management
in
Pantaloon Retail
(India) Limited.
37
SHOPPING. AND BEYOND. TM
Ms.
Harsimra
n Balbir
Singh
Chief People
Officer
2,087,404
Mr. Arun
Gupta
Chief of
Technology
355,714
Mr.
Kumar
Sitarama
n
Chief of
Business
Developmen
t
11,36,256
Bachelor of
Arts and
Diploma in
Personal
Manageme
nt and
Industry
Relation
Bachelor of
Science
and Post
Graduate in
Software
Technolog
y
Bachelor of
Science
and
Chartered
Accountant
23
October 09,
2006
44
Vice President –
Human Resources
and Organisation
Effectiveness
in
Cummins
India
Limited – Pune
23
March 01,
2007
44
Director
–
Information
in
Philips Electronics
India Limited.
25
November
21, 2007
52
Managing Director
– Lifestyle.
NOTES:
1
2
3
4
5
The remuneration of all Key Managerial Personnel is for the period April 01, 2006 to March 31, 2007
except Ms. Harsimran Singh and Mr. Arun Gupta, who have been paid remuneration from October 09,
2006, March 01, 2007 respectively upto March 31, 2007 and Mr. Kumar Sitaraman who has been paid
remuneration from November 21, 2007 upto January 21, 2008.
‘Remuneration Received’ is the gross remuneration consisting of salary, taxable value of perquisites
and our Company’s contribution to Provident and Superannuation Funds wherever applicable.
Our Company has made a provision for contribution to the Employees’ Gratuity Fund based on
actuarial valuation. This amount has not been included in ‘Gross Remuneration’ as no separate figures
are available for individual employees.
All the employees have adequate experience to discharge the responsibilities assigned to them.
All key managerial personnel are permanent employees of our Company.
The following is the shareholding of our key managerial personnel as on date this Draft Letter of Offer (this
does not include options held by them to acquire Equity Shares in our Company).
Name
Mr. B S Nagesh
Mr. Govind Shrikhande
Mr. C B Navalkar
Ms.Harsimran Singh
Mr. Arun Gupta
Mr. Vivek Mathur
Mr. Kumar Sitaraman
Number of Shares Held
300,744
21,591
23,218
0
0
650
0
Total
346,202
The aggregate shareholding of the key managerial personnel of our Company as on date of filing of this
Draft Letter of Offer is 346,202 Equity Shares of our Company.
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SHOPPING. AND BEYOND. TM
For details in relation to options held by our key managerial personnel, please refer to the section titled
“Capital Structure” beginning on page 19 of the Draft Letter of Offer.
Interest of key managerial personnel
The key managerial personnel of our Company do not have any interest in our Company other than to the
extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and
reimbursement of expenses incurred by them during the ordinary course of business and to the extent of the
Equity Shares held by them in our Company, if any.
Employee Stock Options
The ESOPs are administered by our Compensation/Remuneration Committee, which determine the terms
and conditions of the options vested/granted. Presently we have the following ESOP schemes in place
namely ESOP III, ESOP IV, ESOP V-1, ESOP V-2, ESOP V -3, ESOP V- 4, ESOP V- 5 and ESOP V-6
(“ESOP 2005”). ESOP- III was approved by our members on March 31, 2004 and was revised on July 30,
2004. Options under ESOP-III have been granted to eligible employees and Directors on April 19, 2004
and are already vested and are due for exercise for period of 3 years from its respective vesting. ESOP - IV
was approved by our members on July 30, 2004 and revised on January 22, 2005 by our Board. Options
under ESOP-IV have been granted to eligible employees and Directors on January 22, 2005 and its two
tranches has already been vested and are due for exercise for a period of 3 years from its respective vesting.
The last and third tranche is due for vesting on May 1, 2008. ESOP 2005 was approved by our members on
December 07, 2005 their Extra Ordinary General Meeting. Options under ESOP 2005 have been granted to
eligible employees and Directors on December 28, 2005, July 29, 2006, October 28, 2006, August 23, 2007
and January 28, 2008. For further details please refer to Sub-section ’Notes to the Capital Structure’
beginning on page 19 of this Draft Letter of Offer.
Bonus or Profit sharing plan for the Key Managerial Personnel
We do not have any specific bonus or profit sharing plan for our key managerial personnel. Our PLRS is
applicable to employees across the board.
Changes in the Key Managerial Personnel in the last Three Years
Following are the changes in Key Managerial Personnel in the last three years (other than superannuation):
Name / Designation
Date of appointment
March 01, 2007
Date of retirement /
resignation
-
Arun Gupta / Chief
Technology Officer
Appointment
Harsimran Balbir Singh
/ Chief People Officer
October 09, 2006
-
Appointment
Mr. Kumar Sitaraman /
Chief
of
Business
Development
Sanjay Badhe / Chief of
Business Development
November 21, 2007
-
Appointment
August 01, 2002
July 31, 2006
Resignation
Vijay Kashyap /
Vice President - Human
Resources
March 11, 2002
June 12, 2006
Resignation
128
Reason
SHOPPING. AND BEYOND. TM
Unni Krishnan Manohar
/ Chief Technology
Officer
May 21, 2004
December 31, 2006
Resignation
Employees
We believe that a motivated and empowered employee base is integral to our competitive advantage. Our
Company has 3917 employees as on December 31, 2007. The details of which are enumerated below:
Education
Post-Graduate
Graduate and specialized courses
Under-Graduate
Total
No of employees
381
1586
1950
3917
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SHOPPING. AND BEYOND. TM
OUR PROMOTERS
We are a part of the “ K. Raheja Corp Group (Chandru L. Raheja Group)”, one of the leading business
houses in the Country in the sector of Real Estate Development and hotels which is led by Mr. Chandru L.
Raheja.
Some of the entities constituting the K Raheja Corp Group were initially part of a larger business house
founded by (late) Mr. L. S. Raheja, the father of Mr. Chandru L Raheja which had interests in real estate
development. In the year 1996, pursuant to a family business restructuring, a distinct identity known as ‘K.
Raheja Corp’ was created under the leadership of Mr. Chandru L. Raheja.
Since then, K Raheja Corp Group has launched several real estate projects in India interalia including the
“Mindspace” in Mumbai, Navi Mumbai, Hyderabad and Gandhinagar; “Commercezone” in Pune and
“Raheja Vihar” in Powai which are under various stages of development catering to the needs of IT and
IT/ES industry, commerce, SEZ and residential requirements. The group has bagged “India’s Most
Preferrred Builder Award for the year 2005-2006”, Best Real Estate Developer in India for the year 2007.
The K. Raheja Corp Group has also developed Inorbit Mall at Malad, Mumbai catering to the demands of
retail industry and is in the process of developing and setting up malls at Vashi, Pune and Hyderabad .
Inorbit Mall in Mumbai was awarded ‘Mall of the year’ award at the Images Retail Forum in September
2005 and September 2006 and ‘the Best Managed Mall in India’ by CNBC Awaaz in 2007 , besides
receiving other awards. The group has also set up a hypermarket under the name “Hypercity” in Mumbai.
The K. Raheja Corp Group also has diverse interests in the Indian hotel industry which includes The
Renaissance Mumbai Hotel & Convention Center (Mumbai), Marriott Executive Apartments, (Powai,
Mumbai), and The Resort, (Malad, Mumbai). These are 5 Star Deluxe Hotels and are professionally
managed.
Our Company has been promoted by the following fourteen Promoters:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Mr. Chandru Raheja;
Mrs. Jyoti Raheja;
Mr. Ravi Raheja;
Mr. Neel Raheja;
Anbee Constructions Private Limited;
Cape Trading Private Limited;
Casa Maria Properties Private Limited;
Capstan Trading Private Limited;
Ivory Properties and Hotels Private Limited;
Inorbit Malls (India) Private Limited;
K. Raheja Private Limited;
K. Raheja Corp Private Limited;
Palm Shelter Estate Development Private Limited; and
Raghukool Estate Development Private Limited
Details of our individual Promoters are given in the following table:
Mr. Chandru L. Raheja, 67 years, LLB, is the Chairman of our Company.
He is heading the K. Raheja Corp. Group, and has been engaged in the
business of real estate development for more than four decades. Under his
leadership the ‘K Raheja Corp Group’ has built several structures all over the
country comprising residential, commercial buildings, and hotels. He lead
the group into integrated township development called Mindspace in
Hyderabad and Mumbai. Apart from being involved with the real estate,
hospitality and retail business Mr. Chandru Raheja also takes keen interest in
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SHOPPING. AND BEYOND. TM
charitable organizations.
For further details regarding his profile, please refer to the section titled ‘Our
Management’” beginning on page 108 of this Draft Letter of Offer.
Voter ID No.: MT/08/036/196090
Mrs. Jyoti C. Raheja, 56 years, Bachelor of Commerce, is the wife of Mr.
Chandru Raheja and Promoter of our Company. She was actively involved in
the administration and personnel function of the real estate business in the
formative stages of the Group.
Driving License No.: MH02-99/49029
Voter ID No.: MT/08/036/196004
Mr. Ravi C. Raheja, 36 years, Bachelor of Commerce and Master of
Business Administration from London Business School, son of Mr. Chandru
Raheja and is a non-executive Director of our Company. He has more
than 12 years of experience in the real estate hospitality industry and the
retail industry. Apart from being fully involved with the real estate, and hotel
business of the Group, he is the key promoter overlooking the Shoppers’
Stop business.
For further details regarding his profile, please refer to the section titled ‘Our
Management’” beginning on page 108 of this Draft Letter of Offer.
Driving License No.: MH-02-91-19774
Voter ID No.: MT/08/036/195498
Mr. Neel C. Raheja, 33 years, Maters of Commerce, LLB, son of Mr.
Chandru Raheja. He is a non-executive Director of our Company. He has
over nine years of experience in the real estate development and hospitality
industry and in the retail industry. He overlooks the day to day
functioning of the hospitality business of the Group.
For further details regarding his profile, please refer to the section titled ‘Our
Management’” beginning on page 108 of this Draft Letter of Offer.
Driving License No.: MH-02-92-20788.
Voter ID No.: NA
Permanent account number/ bank account number and passport number of our individual Promoters will be
submitted to the Stock Exchanges on which securities are being proposed to be listed.
Details of our corporate Promoters are as mentioned hereunder:
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SHOPPING. AND BEYOND. TM
1.
ANBEE CONSTRUCTIONS PRIVATE LIMITED
This company was incorporated under the Companies Act on June 14, 1985. It is currently a member
of our Company. As stated in the main objects contained in its memorandum of association this
company is permitted to carry on the business of builders, contractors and the development of land.
It is a part of the K Raheja Corp Group and is a partner in various partnership firms which form part
of the K. Raheja Corp Group (Chandru L Raheja Group) through which firms as a partner it is
engaged in the business of real estate.
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Percentage
Shareholding (%)
74.00
13.00
13.00
100.00
Mr. Ravi Raheja Jointly with Mrs. Jyoti Raheja
Mr. Chandru Raheja Jointly with Mrs. Jyoti Raheja
Mrs. Jyoti Raheja Jointly with Mr. Chandru Raheja
Total
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI
comprises Mr. Chandru Raheja, Mrs. Jyoti Raheja, Mr. Ravi Raheja and Mr. Neel Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Particulars
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
0.25
3.93
46.37
(5.86)
0.1
(14.99)
(5862.22)
(14885.04)
(4.69)
0.1
(19.68)
(4690.13)
(19575.17)
24.05
0.1
4.38
24053.39
4478.23
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company. The income earned by this company
was insufficient to meet the above expenses and hence the losses.
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2005
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms , the company has not accrued its share
of profit or loss on its investments in these firms. The company does not anticipate any significant
impact of the same on its result for the year.
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SHOPPING. AND BEYOND. TM
For the year ended 31st March, 2006
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms, the company has not accrued its share
of profit or loss on its investments in these firms. The company does not anticipate any significant
impact of the same on its result for the year.
For the year ended 31st March, 2007
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms
.
The company’s response
In view of the said non finalisation of the accounts by the firms , the company has not accrued its share
of profit or loss on its investments in these firms. The company does not anticipate any significant
impact of the same on its result for the year.
2.
CAPE TRADING PRIVATE LIMITED
This company was incorporated under the Companies Act on September 22, 1994. It is currently a
member of our Company. As stated in the main objects contained in its memorandum of association
this company is permitted to carry on business as traders, dealers, agents of inter alia merchandise,
goods, articles, commodities, produce for the purpose of local trade and exports and to deal in as
exporters, importers, buyers, sellers and merchants of inter alia hardware, building materials and
consumer products.
It is a part of the K Raheja Corp Group and is a partner in various partnership firms which form part of
the K. Raheja Corp Group (Chandru L Raheja Group) through which firms as a partner it is engaged in
the business of real estate .
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Percentage
Shareholding (%)
74.00
13.00
13.00
100.00
Mr. Neel Raheja Jointly with Mr. Chandru Raheja
Mr. Chandru Raheja Jointly with Mrs. Jyoti Raheja
Mrs. Jyoti Raheja Jointly with Mr. Chandru Raheja
Total
The Board of Directors of this company as on the date of this Draft Letter of Offer with SEBI
comprises Mr. Chandru Raheja, Mr. Neel Raheja, Mrs. Jyoti Raheja and Mr. Ravi Raheja.
Financial Performance:
The financial performance of this company for last three years is as below:
Particulars
2005
133
Year Ended March 31,
2006
2007
SHOPPING. AND BEYOND. TM
(in Rs. Millions, except per share data)
0.20
3.74
48.22
(6.67)
(5.93)
25.19
0.10
0.10
0.10
(23.87)
(29.80)
(4.61)
(6667.09)
(5932.11)
25193.29
(23768.22)
(29700.33)
(4507.05)
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses to retain in respect of the activities of this company. The income earned by this
company was insufficient to meet the above expenses and hence the losses.
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2005
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms , the company has not accrued its
share of profit or loss on its investments in these firms. The company does not anticipate any
significant impact of the same on its result for the year.
For the year ended 31st March, 2006
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms , the company has not accrued its
share of profit or loss on its investments in these firms. The company does not anticipate any
significant impact of the same on its result for the year.
For the year ended 31st March, 2007
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms , the company has not accrued its
share of profit or loss on its investments in these firms. The company does not anticipate any
significant impact of the same on its result for the year.
3.
CASA MARIA PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on June 26, 1982. It is currently a member
of our Company. As stated in the main objects contained in its memorandum of association this
company is permitted to inter alia carry on business of builders, contractors, erectors, constructors,
developers of buildings, offices, townships, hotels, decorating and maintaining amongst others flats,
factories, shops, offices, hospitals and to deal in land and house property.
It is a part of the K Raheja Corp Group and is a partner in various partnership firms comprising the K.
Raheja Corp Group (Chandru L Raheja Group) through which firms as a partner it is engaged in the
business of real estate.
134
SHOPPING. AND BEYOND. TM
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Mr. Chandru Raheja Jointly with Mrs. Jyoti Raheja
Mrs. Jyoti Raheja Jointly with Mr. Chandru Raheja
Mr. Chandru Raheja HUF Jointly with Mrs. Jyoti Raheja
Mr. Chandru Raheja Jointly with Mrs. Jyoti Raheja
Total
Percentage
Shareholding (%)
48.30
51.00
0.50
0.20
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru Raheja, Mrs. Jyoti Raheja, Mr. Ravi Raheja and Mr. Neel Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
rticulars
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
Year Ended March 31
2005
2006
2007
(in Rs. millions, except per share data)
0.86
3.74
71.91
(1.15)
(7.37)
41.28
0.10
0.10
0.10
(3.30)
(10.67)
30.61
(1153.44)
(7373.37)
41278.09
(3197.30)
(10570.39)
30707.70
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company. The income earned by this company
was insufficient to meet the above expenses and hence the losses.
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2005
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms, the company has not accrued its share
of profit or loss on its investments in these firms. The company does not anticipate any significant
impact of the same on its result for the year.
For the year ended 31st March, 2006
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner as also interest income receivable from one such
firm, pending finalisation of accounts of the said partnership firms.
The company’s response
135
SHOPPING. AND BEYOND. TM
In view of the non finalisation of the accounts by the firms , the company has not been able to accrue
its share of profit or loss on its investments in the firms as also interest income from some of these
firms. The company does not anticipate any significant impact of the same on its result for the year.
For the year ended 31st March, 2007
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner as also interest income receivable from one such
firm, pending finalisation of accounts of the said partnership firms.
The company’s response
In view of the non finalisation of the accounts by the firms , the company has not been able to accrue
its share of profit or loss on its investments in the firms as also interest income from some of these
firms. The company does not anticipate any significant impact of the same on its result for the year.
4.
CAPSTAN TRADING PRIVATE LIMITED
This company was incorporated under the Companies Act on October 21, 1994. It is currently a
member of our Company. As stated in the main objects contained in its memorandum of association
this company is permitted to carry on business as traders, dealers of inter alia merchandise, goods,
articles, commodities, produce for the purpose of local trade and exports and to specifically deal in as
exporters, importers, buyers, sellers and merchants of inter alia hardware, building materials and
consumer products.
It is a part of the K Raheja Corp Group. In addition to carrying on trading activities, as a partner in
various partnership firms which form part of the K. Raheja Corp Group (Chandru L Raheja Group) it is
engaged in the business of real estate .
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Percentage Shareholding
(%)
50.00
50.00
100.00
Mr. Chandru Raheja Jointly with Mrs. Jyoti Raheja
Mrs. Jyoti Raheja Jointly with Mr. Chandru Raheja
Total
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru Raheja, Mrs. Jyoti Raheja, Mr. Ravi Raheja and Mr. Neel Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
136
0.46
3.82
72.43
(5.69)
(5.46)
39.89
0.1
(17.57)
0.1
(23.03)
0.1
16.86
SHOPPING. AND BEYOND. TM
Earning Per Share
(5686.53)
(5463.72)
39891.70
Book Value Per Share
(17471.26) (22934.98)
16956.71
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses to retain in respect of the activities of this company. The income earned by this
company was insufficient to meet the above expenses and hence the losses.
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2006
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms, the company has not accrued its share
of profit or loss on its investments in these firms. The company does not anticipate any significant
impact of the same on its result for the year.
For the year ended 31st March, 2007
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms, the company has not accrued its share
of profit or loss on its investments in these firms. The company does not anticipate any significant
impact of the same on its result for the year.
5.
IVORY PROPERTIES AND HOTELS PRIVATE LIMITED
This company was incorporated as Ivory Properties and Hotels Private Limited under the Companies
Act on February 18, 1982. Subsequent to incorporation pursuant to the then prevailing provisions of
section 43A of the Act, the company became a deemed public company with effect from July 1, 1995.
Further pursuant to an amendment in the year 2000 to the Companies Act, this company became a fullfledged private company on March 23, 2001. This company is currently a member of our Company.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on business of builders, contractors, erectors, constructors, developers of buildings, offices,
townships, hotels, decorating and maintaining amongst others flats, factories, shops, offices, hospitals
and to deal in, buy and sell, lease land and house property.
It is engaged in the business of real estate development.
It is a part of the K Raheja Corp Group and is a partner in various partnership firms comprising the K.
Raheja Corp Group (Chandru L Raheja Group) through which firms as a partner it is engaged in the
business of real estate.
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Mr. Chandru Raheja Jointly with Mrs. Jyoti Raheja
137
Percentage
Shareholding (%)
8.51
SHOPPING. AND BEYOND. TM
Mr. Ravi Raheja Jointly with Mr. Chandru Raheja
Mr. Neel Raheja Jointly with Mr. Chandru Raheja
Mrs. Jyoti Raheja Jointly with Mr. Chandru Raheja
Raghukool Estate Development Private Limited
Casa Maria Properties Private Limited
Cape Trading Private Limited
Anbee Constructions Private Limited
Capstan Trading Private Limited
Total
6.00
1.00
9.00
15.00
15.00
17.49
12.51
15.49
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru Raheja, Mr. Ravi Raheja and Mr. Neel Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. millions, except per share data)
706.54
294.07
584.13
87.71
(36.06)
(34.33)
0.23
0.23
0.23
(141.80)
(177.86)
(212.19)
3898.17
(1602.74)
(1525.86)
(6292.07)
(7894.81)
(9420.67)
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
This company has incurred losses as a consequence of interest expenses, overheads and depreciation
charges. However this company has got ongoing real estate development projects which are yielding
income from time to time, based on the stage of development and/or sale / lease transactions.
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2005
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms, the company has not accrued its share
of profit or loss on its investments in these firms. The company does not anticipate any significant
impact of the same on its result for the year.
For the year ended 31st March, 2006
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms in which the company is a partner as also interest income receivable from one such
firm, pending finalisation of accounts of the said partnership firms.
The company’s response
In view of the non finalisation of the accounts by the firms , the company has not been able to accrue
its share of profit or loss on its investments in the firms as also interest income from some of these
firms. The company does not anticipate any significant impact of the same on its result for the year.
For the year ended 31st March, 2007
The Auditor’s qualification are in respect of :-
138
SHOPPING. AND BEYOND. TM
•
•
nonaccrual by the company of the share of profits or losses of certain firms in which the company
is a partner as also interest income receivable from one such firm, pending finalisation of
accounts of the said partnership firms
the revenue recognition policy adopted by the company in respect of its development activities not
being in conformity with the recommendations contained in the “Guidance Note on Recognition
of Revenue by Real Estate Developers” issued by The Institute of Chartered Accountants of India
which is recommendatory in nature.
The company’s responses
• In view of the non finalisation of the accounts by the firms , the company has not been able to
accrue its share of profit or loss on its investments in the firms as also interest income from some
of these firms. The company does not anticipate any significant impact of the same on its result for
the year
•
6.
In view of the fact that the company has been consistently following the method of recognition of
revenue as a percentage of collections accrued and that such method considers various factors of
development applicable to the company’s project, the company is of the view that such a method
of revenue recognition would give fair result during the course of the project. Moreover, under the
circumstances, it would be practically impossible to change the method and in any case, the
guidance note (referred to in the Audit Report) is recommendatory in nature.
INORBIT MALLS (INDIA) PRIVATE LIMITED
This company was incorporated as a public limited company with the name K. Raheja Malls Limited
under the Companies Act on January 01, 1999. Subsequently, its name was changed to Inorbit Malls
(India) Limited and thereafter it was converted into a private limited company and its name was
changed to Inorbit Malls (India) Private Limited on March 13, 2003. This company is currently a
member of our Company.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of owning, construction, taking on lease or in any other manner, any land or
buildings and to conceptualise, plan, design, market, construct, furnish, run and manage malls for the
purpose of inter alia licensing of retail space. It is a part of the K Raheja Corp Group ( Chandru L.
Raheja Group ).
It is engaged in the business of setting up, owning and managing shopping malls
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Mr. Chandru Raheja
Mr. Ravi Raheja
Mr. Neel Raheja
Mrs. Jyoti Raheja
Mr. Chandru Raheja Jointly with Mrs. Jyoti Raheja
Mr. Ravi Raheja Jointly with Mr. Chandru Raheja Jointly with Mrs.
Jyoti Raheja
Mr. Neel Raheja Jointly with Mr. Chandru Raheja Jointly with Mrs.
Jyoti Raheja
Mrs. Jyoti Raheja Jointly with Mr. Chandru Raheja
139
Percentage
Shareholding (%)
0.10
0.10
0.10
0.10
5.30
5.30
5.30
5.30
SHOPPING. AND BEYOND. TM
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan Trading Private Limited
Raghukool Estate Development Private Limited
Casa Maria Properties Private Limited
Palm Shelter Estate Development Private Limited
K. Raheja Corp Private Limited
Ivory Properties & Hotels Private Limited
Total
9.90
9.90
9.90
9.90
9.90
9.90
9.50
9.50
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru Raheja, Mr. Ravi Raheja and Mr. Neel Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. millions, except per share data)
306.26
477.78
672.47
(4.05)
56.06
62.26
1.0
1.0
1.0
(41.51)
14.55
76.82
(404.73)
5606.10
6226.38
(4051.03)
1555.36
7781.75
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The company has incurred losses for the Financial Years 2006 years mentioned in the above table on
account of interest and overheads incurred before and during the period when the mall was under
construction.
7.
K. RAHEJA PRIVATE LIMITED
This company was incorporated under the Companies Act on November 17, 1973. This company is
currently a member of our Company.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of inter alia builders, contractors, erectors, constructors, developers of buildings,
offices, townships, hotels, decorating and maintaining amongst others flats, factories, shops, offices,
hospitals and to deal in, buy and sell, lease land and house property and is engaged in the business of
real estate development, buying and selling, leasing of immovable properties. It is a part of the K
Raheja Corp Group and is in the business of real estate development.
It is a partner in various partnership firms forming part of the K. Raheja Corp Group (Chandru L
Raheja Group) through which firms as a partner it is engaged in the business of real estate
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Chandru Raheja Jointly with Jyoti Raheja
140
Percentage
Shareholding (%)
9.88
SHOPPING. AND BEYOND. TM
Jyoti Raheja Jointly with Chandru Raheja
Chandru Raheja HUF Jointly with Jyoti Raheja
Neel Raheja Jointly with Chandru Raheja Jointly with Jyoti Raheja
Ravi Raheja Jointly with Chandru Raheja Jointly with Jyoti Raheja
Cape Trading Private Limited
Anbee Constructions Private Limited
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Palm Shelter Estate Development Private Limited
Total
9.88
9.88
8.13
8.13
9.87
9.87
9.87
9.87
9.87
4.75
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru Raheja, Mr. Ravi Raheja and Mr. Neel Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended March 31,
2005
2006
2007
(in Rs. Millions, except per share data)
319.95
225.83
509.54
7.37
(24.25)
31.50
185.20
185.20
185.20
(175.31)
(199.56)
(168.06)
3.98
(13.09)
17.01
5.24
(7.81)
9.25
Particulars
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
This company has incurred losses for the financial year 2006 as a consequence of interest expenses,
overheads and depreciation charges. However this company has got ongoing real estate development
projects which are yielding income from time to time, based on the stage of development and/or sale /
lease transactions.
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2006
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms /AOP in which the company is a partner/member, pending finalisation of accounts of
the said partnership firms/AOP.
The company’s response
In view of the said non finalisation of the accounts by the firms/AOP, the company has not accrued its
share of profit or loss on its investments in these firms/AOP. The company does not anticipate any
significant impact of the same on its result for the year.
For the year ended 31st March, 2007
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or losses
of certain firms /AOP in which the company is a partner/member, pending finalisation of accounts of
the said partnership firms/AOP.
The company’s response
In view of the said non finalisation of the accounts by the firms/AOP, the company has not accrued its
share of profit or loss on its investments in these firms/AOP. The company does not anticipate any
significant impact of the same on its result for the year.
141
SHOPPING. AND BEYOND. TM
8.
K. RAHEJA CORP PRIVATE LIMITED
This company was incorporated with the name Paramount Hotels Private Limited under the
Companies Act on November 08, 1979. Subsequently, after becoming a deemed public company
pursuant to the then prevailing provisions of section 43A of the Act its name was changed to K.
Raheja Corp Limited on March 1, 2001. Pursuant to an amendment in the year 2000 to the
Companies Act, it became a full-fledged private limited company and its name was changed to K.
Raheja Corp Private Limited on March 29, 2001. This company is currently a member of our
Company.
As stated in the main objects contained in its memorandum of association this company is permitted
to carry on the business of owning, constructing, rendering technical advice, running of, taking over,
managing inter alia hotels, restaurants, clubs. It is currently in the business of real estate
development, and running of hotels. This company currently owns and runs the hotel "The Resort".
It is a partner in various partnership firms which form part of the K. Raheja Corp Group (Chandru L
Raheja Group) through which firms as a partner it is engaged in the business of real estate
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Palm Shelter Estate Development Private Limited.
Mrs. Jyoti Raheja Jointly with Mr. Chandru Raheja
Mr. Chandru Raheja Jointly with Mrs. Jyoti Raheja
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Mr. Chandru Raheja, Karta of Chandru Raheja HUF Jointly with
Mrs. Jyoti Raheja
Mr. Ravi Raheja Jointly with Mr. Chandru Raheja Jointly with Mrs.
Jyoti Raheja
Mr. Neel Raheja Jointly with Mr. Chandru Raheja Jointly with Mrs.
Jyoti Raheja
Mr Ramesh M. Valecha Jointly with Mr Neel Raheja
Total
Percentage
Shareholding (%)
9.76
9.76
9.76
9.76
9.76
9.76
9.76
9.77
3.81
9.05
9.048
0.002
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with
SEBI comprises Mr. Chandru Raheja, Mr. Ravi Raheja, Mr. Neel Raheja and Mr. Nandlal Rohira.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended March 31,
2005
2006
2007
(in Rs. Millions, except per share data)
Particulars
142
SHOPPING. AND BEYOND. TM
Sales and Other Income*
563.29
2341.53
2609.97
(1.45)
262.01
919.11
Equity Capital
201.60
604.80
604.80
Reserves and Surplus
236.82
498.83
1417.94
(0.72)
43.32
151.97
217.37
182.46
334.45
Profit/(Loss) after tax
Earning Per Share
Book Value Per Share
* after adjusting sales considered in earlier years.
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2005
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or
losses of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms, the company has not accrued its
share of profit or loss on its investments in these firms. The company does not anticipate any
significant impact of the same on its result for the year.
For the year ended 31st March, 2006
The Auditor’s qualifications are in respect of:•
Nonaccrual by the company of the share of profits or losses of certain firms in which the
company is a partner, pending finalisation of accounts of the said partnership firms.
•
The revenue recognition policy adopted by the company in respect of its development activities
not being in conformity with the recommendations contained in the “Guidance Note on
Recognition of Revenue by Real Estate Developers” issued by The Institute of Chartered
Accountants of India which is recommendatory in nature.
•
Issuance of bonus shares aggregating to Rs 40.32 crores by capitalization of revaluation reserve.
The issue of bonus shares out of revaluation reserve is contrary to the recommendations of the
Institute of Chartered Accountants of India and the circular issued by the Department of
Company Affairs in this regard.
The company’s responses
•
In view of the said non finalisation of the accounts by the firms, the company has not accrued
its share of profit or loss on its investments in these firms. The company does not anticipate any
significant impact of the same on its result for the year.
•
In view of the fact that the company has been consistently following the method of recognition
of revenue as a percentage of collections accrued and that such method considers various factors
of development applicable to the company’s project, the company is of the view that such a
method of revenue recognition would give fair result during the course of the project. Moreover,
143
SHOPPING. AND BEYOND. TM
under the circumstances, it would be practically impossible to change the method and in any
case, the guidance note (referred to in the Audit Report) is recommendatory in nature.
•
The recommendation of the Institute of Chartered Accountants of India and the circular issued
by the Department of company Affairs with regard to the issuance of bonus shares out of
revaluation reserve is recommendatory in nature and not mandatory and further the company
has received opinions in this regard and acted in accordance with those opinions.
For the year ended 31st March, 2007
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or
losses of certain firms in which the company is a partner, pending finalisation of accounts of the said
partnership firms.
The company’s response
In view of the said non finalisation of the accounts by the firms, the company has not accrued its
share of profit or loss on its investments in these firms. The company does not anticipate any
significant impact of the same on its result for the year.
9.
PALM SHELTER ESTATE DEVELOPMENT PRIVATE LIMITED
This company was incorporated as Palm Shelter Estate Development Private Limited under the
Companies Act on June 26, 1982. Subsequently, it became a deemed public company pursuant to the
then prevailing provisions of section 43A of the Act with effect from March 27, 1999. Pursuant to an
amendment in the year 2000 to the Companies Act, it became a full- fledged private limited
company on March 23, 2001. This company is currently a member of our Company.
As stated in the main objects contained in its memorandum of association this company is permitted
to carry on the business of builders, contractors, erectors, constructors, developers of land, buildings,
offices, townships, hotels, decorating and maintaining amongst others flats, factories, shops, offices,
hospitals and to deal in, buy and sell, lease land and house property. It is a partner in various
partnership firms which form part of the K. Raheja Corp Group (Chandru L Raheja Group) through
which firms as a partner it is engaged in the business of real estate
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with
SEBI is as under:
Equity shareholders:
Names of Shareholder
Percentage
Shareholding (%)
50.00
50.00
100.00
Mrs. Jyoti Raheja Jointly with Mr. Chandru Raheja
Mr. Chandru Raheja Jointly with Mrs. Jyoti Raheja
Total
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with
SEBI comprises Mr. Ravi Raheja, Mr. Neel Raheja and Mr. Chandru Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended March 31,
144
SHOPPING. AND BEYOND. TM
2005
2006
2007
(in Rs. Millions, except per share data)
1.54
8.14
11.64
0.34
5.24
8.43
0.10
0.10
0.10
57.61
62.85
71.28
342.86
5239.11
8432.93
57630.72
62897.22
71357.53
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2006
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or
losses of certain firms in which the company is a partner, pending finalisation of accounts of the
said partnership firms
The company’s response
In view of the said non finalisation of the accounts by the firms , the company has not accrued its
share of profit or loss on its investments in these firms. The company does not anticipate any
significant impact of the same on its result for the year.
For the year ended 31st March, 2007
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or
losses of certain firms in which the company is a partner, pending finalisation of accounts of the
said partnership firms
The company’s response
In view of the said non finalisation of the accounts by the firms , the company has not accrued its
share of profit or loss on its investments in these firms. The company does not anticipate any
significant impact of the same on its result for the year.
10.
RAGHUKOOL ESTATE DEVELOPMENT PRIVATE LIMITED
This company was incorporated under the Companies Act on June 04, 1984. This company is
currently a member of our Company.
As stated in the main objects contained in its memorandum of association this company is permitted
to carry on the business of builders, contractors, erectors, constructors, developers of townships,
hotels, decorating and maintaining amongst others flats, factories, shops, offices, buildings, hospitals
and to deal in, buy and sell, lease land and house property.
It is a partner in various partnership firms which form part of the K. Raheja Corp Group (Chandru L
Raheja Group) through which firms as a partner it is engaged in the business of real estate
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Mr. Ravi Raheja jointly with Mrs. Jyoti Raheja
Mr. Chandru Raheja jointly with Mrs. Jyoti Raheja
Mrs. Jyoti Raheja Jointly with Mr. Chandru Raheja
Total
145
Percentage
Shareholding (%)
0.20
49.90
49.90
100.00
SHOPPING. AND BEYOND. TM
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI
comprises Mr. Chandru Raheja, Mrs. Jyoti Raheja, Mr. Ravi Raheja and Mr. Neel Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Particulars
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
Year Ended March 31,
2005
2006
2007
(in Rs. Millions, except per share data)
0.33
3.89
72.64
(8.43)
(7.53)
39.81
0.10
0.10
0.10
(33.88)
(41.40)
(1.60)
(8432.27)
(7526.59)
39808
(33775.90)
(41302.49)
(1494.51)
This company has incurred losses for the years mentioned in the above table on account of interest
and overhead expenses and depreciation charges in respect of the activities of this company. The
income earned by this company was insufficient to meet the above expenses and hence the losses.
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2005
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or
losses of a firm in which the company is a partner, pending finalisation of accounts of the said
partnership firm.
The company’s response
In view of the said non finalisation of the accounts by the firm , the company has not accrued its
share of profit or loss on its investments in the said firm. The company does not anticipate any
significant impact of the same on its result for the year.
For the year ended 31st March, 2006
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or
losses of a firm in which the company is a partner, pending finalisation of accounts of the said
partnership firm.
The company’s response
In view of the said non finalisation of the accounts by the firm, the company has not accrued its
share of profit or loss on its investments in the said firm. The company does not anticipate any
significant impact of the same on its result for the year.
For the year ended 31st March, 2007
The Auditor’s qualification is in respect of nonaccrual by the company of the share of profits or
losses of a firm in which the company is a partner, pending finalisation of accounts of the said
partnership firm.
The company’s response
In view of the said non finalisation of the accounts by the firm, the company has not accrued its
share of profit or loss on its investments in the said firm. The company does not anticipate any
significant impact of the same on its result for the year.
146
SHOPPING. AND BEYOND. TM
Further, save and except as stated otherwise in the sections titled ‘Business Overview’, ‘Our
Management’ and ‘Financial Statements’ beginning on page nos. 56, 108 and 346, respectively, of
this Draft Letter of Offer, and to the extent of Equity Shares held by them, our Promoters do not
have any other interests in our Company as on the date of filing of this Draft Letter of Offer with
SEBI.
Payment or Benefit to our Promoters
No payment has been made or benefit given to our Promoters in the two years preceding the date of this
Draft Letter of Offer except as mentioned/referred to in this section and in the sections titled ‘Our
Management’ and ‘Financial Statements’ beginning on pages 108 and 346 respectively, of this Draft Letter
of Offer.
Promoter Interest
Except as stated hereinbelow and in the section titled “Related Party Transactions” beginning on page 344
of this Draft Letter of Offer our Promoters do not have any other interest in our business.
1.
To the extent of the shareholding in our Company;
2.
conducting fees / service fees/licence fees / security deposits as the case may be paid by our
Company to three of our Promoters viz. Ivory Properties and Hotels Limited, K. Raheja Private
Limited and Inorbit Malls (India) Private Limited and
3.
Security deposits paid to one of the Promoters- Inorbit Malls (India ) Private Limited. for interalia
setting up, operating and running on conducting basis the Business in a Shopping Centre being
set up at Vashi as per the writings with them.
Common Pursuit
The objects clauses as contained in the memorandum of association of some of the companies forming part
of the K Raheja Corp Group, enable them to carry on the business, same as that of the business of our
Company. As stated in the main objects contained in the memorandum of association Hypercity (India)
Limited, it is permitted to carry on the retail business including inter alia supermarket, hypermarket,
chainstores, undertaking retailing, trading, merchandising, franchising, supply chain management, online
trading systems and to deal in inter alia confectionaries, groceries and provisions of all kind, garments,
accessories and to buy and sell or prepare for market and deal in all types of retail products. Currently
Hypercity (India) Limited is also interalia engaged in the business of apperal and is operating a store in
Malad, Mumbai.
Related Party Transactions
For details on our related party transactions please refer to the section titled ‘Related Party Transactions’ beginning on
page 344 of this Draft Letter of Offer.
147
SHOPPING. AND BEYOND. TM
K RAHEJA CORP GROUP COMPANIES AND ENTITIES
Following are the K. Raheja Corp Group Companies:
1.
ACCORD REAL ESTATE DEVELOPMENT PRIVATE LIMITED
This company was incorporated under the Companies Act on March 10, 2007.
As stated in the main objects contained in its memorandum of association this company is permitted to
interalia carry on the business of builders, real estate developers, , constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in/lease land and house property and to develop land and real estate with a view to provide office
space, infrastructure and other facilities for information technology and information technology
enabled services entities. It is in the business of real estate . It forms a part of the K. Raheja Corp
Group (Chandru L Raheja Group)
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
Percentage Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.03)
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.1
(0.03)
Earning Per Share
NA
NA
(2.83)
Book Value Per Share
NA
NA
7.17
This company has incurred loss for the year mentioned in the above table on account of overhead
expenses incurred by the company.
2.
AESTHETIC REALTORS PRIVATE LIMITED
This company was incorporated under the Companies Act on March 2, 2007.
148
SHOPPING. AND BEYOND. TM
As stated in the main objects contained in its memorandum of association this company is permitted to
interalia carry on the business of builders, real estate developers, , constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Palm Shelter Estate Development Private Limited
K. Raheja Corp Private Limited
Ivory Properties And Hotels Private Limited
K. Raheja IT Park (Hyderabad) Private Limited
K. Raheja Private Limited
Shopper’s Stop Limited
Avacado Properties And Trading (India) Private Limited
Chalet Hotels Limited
Stargaze Properties Private Limited
G. D. Promoters Private Limited
Total
Percentage Shareholding
(%)
0.66
15.38
0.66
0.66
0.66
0.66
0.66
0.66
10.00
70.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ramesh M. Valecha, Mr. Vinod N. Rohira, Mr. Rajesh Kumar Jhunjhunwala, Mr.
Dinesh Kumar Jhunjhunwala and Mr. Yasin Virani.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended As On March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.03)
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.1
(0.03)
Earning Per Share
NA
NA
(2.79)
Book Value Per Share
NA
NA
7.21
This company has incurred loss for the year mentioned in the above table on account of overhead
expenses incurred.
3.
AMBIT MALLS PRIVATE LIMITED
149
SHOPPING. AND BEYOND. TM
This company was incorporated under the Companies Act on September 29, 2006.
As stated in the main objects contained in its memorandum of association this company is permitted
to interalia carry on the business of owning, construction, taking on lease or in any other manner,
any land or buildings and to conceptualise, plan, design, market, construct, furnish, run and manage
malls for the purpose of inter alia licensing of retail space. It is a part of the K Raheja Corp Group.
(Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with
SEBI is:
Name of the Shareholder
Inorbit Malls (India) Private Limited Jointly with Mr. Neel C.
Raheja
Inorbit Malls (India) Private Limited Jointly with Mr. Ravi C.
Raheja
Total
Percentage Shareholding
(%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended As On March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.03)
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.1
(0.03)
Earning Per Share
NA
NA
(2.82)
Book Value Per Share
NA
NA
7.18
This company has incurred loss for the year mentioned in the above table on account of overhead
expenses incurred
4.
AQUALINE PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on July 14, 2006.
As stated in the main objects contained in its memorandum of association this company is permitted to
interalia carry on the business of builders, real estate developers, , constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
150
SHOPPING. AND BEYOND. TM
It is presently in the business of developing, constructing and setting up of IT / ITES Special Economic
Zones. It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Percentage Shareholding
(%)
50.00
50.00
100.00
K. Raheja Corp Private Limited
Ivory Properties And Hotels Private Limited
Total
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Ramesh Valecha and Mr. Vinod Rohira.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended As On March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(2.86)
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.10
(2.86)
Earning Per Share
NA
NA
(286.02)
Book Value Per Share
NA
NA
(276.02)
This company has incurred loss for the year mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company.
5.
AVACADO PROPERTIES AND TRADING (INDIA) PRIVATE LIMITED
This company was incorporated under the Companies Act on November 01, 2002.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of builders, contractors, erectors, constructors, developers of land, buildings,
offices, townships, hotels, decorating and maintaining amongst others flats, factories, shops, offices,
hospitals and to deal in, buy and sell, lease land and house property. The company is in the business of
real estate development and leasing of property. It forms a part of the K. Raheja Corp Group (Chandru
L Raheja Group).
Shareholding pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
151
SHOPPING. AND BEYOND. TM
Names of Shareholder
Percentage
Shareholding (%)
Mr. Ravi C. Raheja with Mr. Chandru L. Raheja jointly with Mrs.
Jyoti C. Raheja
Mr. Neel C. Raheja with Mr. Chandru L. Raheja jointly with Mrs.
Jyoti C. Raheja
Mr. Chandru L. Raheja jointly with Mrs. Jyoti C. Raheja
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan Trading Private Limited
Raghukool Estate Development Private Limited
Casa Maria Properties Private Limited
Palm Shelter Estate Development Private Limited
K Raheja Corp Private Limited
Mrs. Jyoti C. Raheja jointly with Mr. Chandru L. Raheja
Total
9.00
9.00
9.92
8.13
8.13
9.00
9.00
9.00
9.00
9.90
9.92
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr. G. T. Makhijani, Mr. B. S. Nagesh and Mr. Sunil Hingorani.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended As On March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
6.
Sales and Other Income
178.32
308.13
353.45
Profit/(Loss) after tax
26.37
73.69
103.24
Equity Capital
Reserves and Surplus
1.0
20.66
1.0
94.35
1.0
197.59
Earning Per Share
263.66
736.89
1032.37
Book Value Per Share
216.49
953.42
1985.84
BEACH HAVEN PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on June 26, 1982.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of builders, contractors, erectors, constructors, developers of buildings, offices,
townships, hotels, decorating and maintaining amongst others flats, factories, shops, offices, hospitals
and to deal in, buy and sell, lease land and house property and is currently engaged in the business of
leasing of real estate premises.
This company is a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
152
SHOPPING. AND BEYOND. TM
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is as under:
Names of Shareholder
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Capstan Trading Private Limited
Mr. Chandru L. Raheja, Karta of Chandru Lachmandas Hindu undivided
family Jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja
Anbee Constructions Private Limited
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja
Cape Trading Private Limited
Total
Percentage
Shareholding (%)
7.57
9.57
9.04
9.13
9.57
9.56
9.56
8.70
9.30
8.70
9.30
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. G. T.
Makhijani.
Financial Performance:
Year Ended As On March 31,
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
0.12
0.12
0.12
Profit/(Loss) after tax
(0.58)
(0.61)
(0.69)
Equity Capital
0.58
0.58
0.58
Reserves and Surplus
(11.12)
(11.73)
(12.42)
Earning Per Share (Face Value Rs.100)
(101.04)
(105.64)
(120.40)
Book Value Per Share (Face Value Rs.100)
(1833.53)
(1939.17)
(2059.57)
This company has incurred losses for the years mentioned in the above table on account of interest
and overhead expenses and depreciation charges in respect of the activities of this company.
The income earned by this company was insufficient to meet the above expenses and hence
the losses.
Particulars
7.
BKC CONSTRUCTIONS PRIVATE LIMITED
This company was incorporated under the Companies Act on May 21, 2004.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of builders, contractors, erectors, constructors of inter alia buildings, houses,
apartment structures or residential, office, industrial or commercial, townships, hotels, decorating and
maintaining inter alia flats, factories, shops, offices, hospitals and to deal in, buy and sell, lease land
and house property. It is in the business of real estate development. It forms a part of the K. Raheja
Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
153
SHOPPING. AND BEYOND. TM
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is:
Names of Shareholder
K. Raheja Corp Private Limited
Mr. Ravi C. Raheja (Nominee of K. Raheja Corp Private
Limited)
Total
Percentage Shareholding
(%)
99.999
0.001
100.000
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Ramesh Valecha,
Mr. G. T. Makhijani and Mr. Nandlal K. Rohira.
Financial Performance:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Nil
Nil
1.33
(0.63)
(0.48)
(0.005)
1.0
1.0
1.0
(0.63)
(1.11)
(1.11)
(9.69)
(4.81)
(0.05)
3.74
(1.07)
(1.12)
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share (Face Value Rs.100)
Book Value Per Share (Face Value Rs.100)
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company. The income earned by this
company was insufficient to meet the above expenses and hence the losses.
8.
CARIN HOTELS LIMITED
This company was incorporated under the Companies Act on September 07, 1999. As stated in the
main objects contained in its memorandum of association this company is permitted to inter alia own,
purchase, operate, manage, establish and in all its aspects deal in hotels, dwelling units of every kind,
restaurants, clubs, casinos amongst others. This company is a part of the K. Raheja Corp Group
(Chandru L Raheja Group) and is currently in the business of operating and managing hotels.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is:
Names of Shareholder
Mr. Chandru L. Raheja
Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan Trading Private Limited
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
154
Percentage
Shareholding (%)
0.01
0.01
0.01
0.01
4.20
4.20
5.00
4.99
4.99
SHOPPING. AND BEYOND. TM
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja
K. Raheja Corp Private Limited
Palm Shelter Estate Development Private Limited
Total
4.99
4.99
49.00
17.60
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer
with SEBI comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance:
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
9.13
12.74
14.08
2.15
1.31
4.91
1.0
1.0
1.0
3.15
4.46
9.37
21.55
13.09
49.10
41.46
54.57
103.68
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
9.
CAVALCADE PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on June 28, 2005.
As stated in the main objects contained in its memorandum of association this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, and
structures of various types such as residential, industrial, commercial, hotel, shopping mall and to
deal in, , lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities. It is in the business of real estate development .. It forms a part of the K.
Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja
Total
Percentage
Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Chandru L. Raheja.
Financial Performance
Particulars
Year Ended March 31
155
SHOPPING. AND BEYOND. TM
2005
2006
2007
(in Rs. Millions, except per share data)
NA
Nil
Nil
NA
(0.09)
(0.39)
NA
0.1
0.1
NA
(0.09)
(0.48)
NA
(8.52)
(39.34)
NA
1.48
(37.86)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
This company has incurred losses for the years mentioned in the above table on account of interest
and overhead expenses.
10. CHALET HOTELS & PROPERTIES (KERALA) PRIVATE LIMITED
This company was incorporated under the Companies Act on December 22, 2006.
As stated in the main objects contained in its memorandum of association this company is permitted to
own, construct, run, furnish, manage, carry on the business of hotels, resorts, restaurants, clubs and to
provide lodging and boarding, eating houses, bar, swimming pools and other facilities to the public
including tourists. The company is in the business of setting up an international convention centre
complex in Kerala.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Percentage
Shareholding (%)
49.00
51.00
100.00
Chalet Hotels Limited
K. Raheja Corp Private Limited
Total
This company is setting up an International Convention Centre Complex at Akkalum , Kerala in
association with the Government of Kerala. In terms of the order dated November 18, 02006 of the
Principal Secretary to the Government of Kerala, the Government of Kerala will hold 26% of the
Equity capital of this company as per the terms and conditions of the “Request for Proposal” for setting
up of the said International Convention Centre Complex.
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Ramesh M.
Valecha.
Financial Performance
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.07)
Equity Capital
NA
NA
0.1
156
SHOPPING. AND BEYOND. TM
Reserves and Surplus
NA
NA
(0.07)
Earning Per Share
NA
NA
(6.95)
Book Value Per Share
NA
NA
3.05
This company has incurred losses for the years mentioned in the above table on account of overhead
expenses in respect of the activities of this company.
11. CHALET HOTELS LIMITED
This company was incorporated with the name Kenwood Hotels Private Limited under the Companies
Act on January 06, 1986. Subsequently its name was changed to K. Raheja Resorts and Hotels
Limited. Thereafter its name was once again changed to Chalet Hotels Limited on May 4, 1999.
As stated in the main objects contained in its memorandum of association this company is permitted to
own, construct, run, furnish, manage, carry on the business of hotels, resorts, restaurants, clubs and to
provide lodging and boarding, eating houses, bar, swimming pools and other facilities to the public
including tourists and carry on the business of building, erecting, constructors and contractors of all
kinds of dams, canals, bridges and irrigation works and building and constructing structures and
buildings.
This company is in the business setting up, owning and running hotels and real estate development.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is
Names of Shareholder
Chandru L. Raheja Jointly with Jyoti C. Raheja
Jyoti C. Raheja Jointly with Chandru L. Raheja
Neel C. Raheja Jointly with Chandru L. Raheja Jointly with Jyoti C. Raheja
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Casa Maria Properties Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Chandru L. Raheja, Karta of Chandru Lachmandas HUF Jointly with Jyoti C.
Raheja
Ravi C. Raheja Jointly with Chandru L. Raheja Jointly with Jyoti C. Raheja
K. Raheja Private Limited
Touchstone Properties & Hotels Private Limited
Housing Development Finance Corporation Limited
K. Raheja Corp Private Limited
Ivory Properties And Hotels Private Limited
Uptown Properties And Leasing Private Limited
IDFC Infrastructure Fund – India Development Fund
Mr. Chandru L. Raheja
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
157
Percentage
Shareholding (%)
1.455
1.459
1.458
10.842
10.842
10.843
8.621
8.621
0.394
1.458
8.150
9.464
6.573
6.290
3.663
3.287
6.573
0.005
0.001
0.001
100.000
SHOPPING. AND BEYOND. TM
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Joseph Conrad
D’Souza, Mr. Rusi N. Sethna, Mr. Hetal Gandhi Mr. Luis Miranda.and .Mr Ramesh Valecha.
Financial Performance:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
1009.53
1342.29
1960.74
163.85
234.89
535.16
831.42
981.42
1521.42
337.24
1172.14
1667.30
2.02
2.75
3.55
14.05
21.94
20.96
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2005
Auditors have qualified their audit report with regard to issuance of bonus shares aggregating to Rs 45
crores by capitalization of revaluation reserve. The issue of bonus shares out of revaluation reserve is
contrary to the recommendations of the Institute of Chartered Accountants of India and the circular
issued by the Department of Company Affairs in this regard.
The company’s response
The recommendation of the Institute of Chartered Accountants of India and the circular issued by the
Department of company Affairs with regard to the issuance of bonus shares out of revaluation reserve
is recommendatory in nature and not mandatory and further the company has received opinions in this
regard and acted in accordance with those opinions.
For the year ended 31st March, 2006
The Auditor’s qualification are in respect of :•
Issuance of bonus shares aggregating to Rs 45 crores by capitalization of revaluation reserve.
The issue of bonus shares out of revaluation reserve is contrary to the recommendations of the
Institute of Chartered Accountants of India and the circular issued by the Department of
Company Affairs in this regard.
•
The revenue recognition policy adopted by the company in respect of its development activities
not being in conformity with the recommendations contained in the “Guidance Note on
Recognition of Revenue by Real Estate Developers” issued by The Institute of Chartered
Accountants of India which is recommendatory in nature
The company’s responses:
•
The recommendation of the Institute of Chartered Accountants of India and the circular issued
by the Department of company Affairs with regard to the issuance of bonus shares out of
revaluation reserve is recommendatory in nature and not mandatory and further the company
has received opinions in this regard and acted in accordance with those opinions
•
In view of the fact that the company has been consistently following the method of recognition
of revenue as a percentage of collections accrued and that such method considers various factors
of development applicable to the company’s project, the company is of the view that such a
method of revenue recognition would give fair result during the course of the project. Moreover,
under the circumstances, it would be practically impossible to change the method and in any
case, the guidance note (referred to in the Audit Report) is recommendatory in nature
158
SHOPPING. AND BEYOND. TM
For the year ended 31st March, 2007
• The Auditor’s qualification is for the revenue recognition policy adopted by the company in
respect of its development activities not being in conformity with the recommendations
contained in the “Guidance Note on Recognition of Revenue by Real Estate Developers” issued
by The Institute of Chartered Accountants of India which is recommendatory in nature
The company’s response
In view of the fact that the company has been consistently following the method of recognition of
revenue as a percentage of collections accrued and that such method considers various factors of
development applicable to the company’s project, the company is of the view that such a method of
revenue recognition would give fair result during the course of the project. Moreover, under the
circumstances, it would be practically impossible to change the method and in any case, the guidance
note (referred to in the Audit Report) is recommendatory in nature.
12. CONVEX PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on July 14, 2006.
As stated in the main objects contained in its memorandum of association this company is permitted to
interalia carry on the business of builders, real estate developers, , constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It is in the business of real estate development and leasing of real estate. It forms a part of the K.
Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja
Total
Percentage
Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja and Mr. Ravi C. Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
159
SHOPPING. AND BEYOND. TM
Sales and Other Income
NA
NA
1.84
Profit/(Loss) after tax
NA
NA
0.91
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.10
0.91
Earning Per Share
NA
NA
90.57
Book Value Per Share
NA
NA
100.57
13. EKAAKSHARA TRADING COMPANY PRIVATE LIMITED
This company was incorporated under the Companies Act on December 20, 2006.
As stated in the main objects contained in its memorandum of association this company is permitted to
inter alia carry on the business as traders, dealers, agents of merchandise, goods, articles for local
trades and exports. It is engaged in the business of real estate and forms a part of the K. Raheja Corp
Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Percentage
Shareholding (%)
9.14
9.14
9.00
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja.
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja.
Casa Maria Properties Private Limited
Raghukool Estate Development. Private Limited
Capstan Trading Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Palm Shelter Estate Development Private Limited
K. Raheja Corp Private Limited
Total
9.00
9.14
9.14
9.14
9.00
9.00
9.15
9.15
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ramesh M. Valecha, Mr. G. T. Makhijani and Mr. Vinod N. Rohira.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.63)
160
SHOPPING. AND BEYOND. TM
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.10
(0.63)
Earning Per Share
NA
NA
(62.57)
Book Value Per Share
NA
NA
(52.57)
This company has incurred losses for the years mentioned in the above table on account of interest
and overhead expenses in respect of the activities of this company.
14. FLABBERGAST PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on April 19, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, , constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Development Private Limited Jtly with Mr. Chandru
L. Raheja Jtly with Mrs. Jyoti C. Raheja
Total
Percentage
Shareholding (%)
99.99
0.01
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
This company has been incorporated during FY 2007-08, and the first financials are yet to be prepared.
15. GENEXT HARDWARE & PARKS PRIVATE LIMITED
This company was incorporated under the Companies Act on March 3, 2006.
As stated in the main objects contained in its memorandum of association this company is permitted to
interalia carry on the business of hardware parks, industrial parks, parks for IT and ITES industries and
act as real estate developers, constructors of buildings, houses, apartments and structures and to
purchase for development, investment or for resale lands, buildings, structures and other properties of
any tenure and otherwise deal in land and house property or other property for IT Parks amongst
others. The company is currently engaged in the business of real estate development. It forms a part of
the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
161
SHOPPING. AND BEYOND. TM
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Ravi C. Raheja jointly with Mr. Chandru L. Raheja jointly with Mrs.
Jyoti C. Raheja
Mr. Neel C. Raheja jointly with Mr. Chandru L. Raheja jointly with Mrs.
Jyoti C. Raheja
I-1 Company (Mauritius) Limited.
Total
Percentage
Shareholding (%)
30.60
30.60
38.80
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Yasin Virani.
Financial Performance
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
Nil
Nil
Profit/(Loss) After Tax
NA
(0.03)
(7.07)
Equity Capital
NA
0.1
0.1
Reserves and Surplus
NA
(0.03)
(7.09)
Earning (loss) Per Share
NA
(2.58)
(706.68)
Book Value Per Share
NA
7.42
(699.26)
This company has incurred losses for the years mentioned in the above table on account of interest
and overhead expenses and depreciation charges in respect of the activities of this company.
16. GLEAMER PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on February 28, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, , constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It is in the business of real estate development. It forms a part of the K. Raheja Corp Group (Chandru L
Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
162
Percentage
Shareholding (%)
50.00
50.00
100.00
SHOPPING. AND BEYOND. TM
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.03)
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.10
(0.03)
Earning Per Share
NA
NA
(2.80)
Book Value Per Share
NA
NA
7.20
This company has incurred loss for the year mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company.
17. GRANDWELL PROPERTIES AND LEASING PRIVATE LIMITED
This company was incorporated under the Companies Act on May 12, 2004.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on business of builders, real estate developers, constructors of inter alia buildings (residential or
industrial or commercial), development of land, leasing and renting of inter alia lands, buildings.
This company is a part of the K. Raheja Corp Group (Chandru L Raheja Group) and is currently
engaged in the business of real estate development and leasing of property.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is:
Names of Shareholder
Chalet Hotels Limited Jointly with Mr. Ravi C. Raheja
Chalet Hotels Limited Jointly with Mr. Neel C. Raheja
Chalet Hotels Limited
Chalet Hotels Ltd. Jointly with Mr. Chandru L. Raheja
Chalet Hotels Ltd. Jointly with Anbee Constructions Private Limited
Chalet Hotels Ltd. Jointly with Cape Trading Private Limited
Chalet Hotels Ltd. Jointly with Capstan Trading Private Limited
Total
Percentage
Shareholding (%)
10.00
10.00
76.00
1.00
1.00
1.00
1.00
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer
with SEBI comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Chandru L. Raheja and Mr.
Ramesh Valecha.
163
SHOPPING. AND BEYOND. TM
Financial Performance:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Nil
9.0
12
(0.43)
(0.59)
(3.92)
0.10
0.10
0.10
(0.43)
(1.02)
(4.94)
(43.47)
(58.65)
(391.58)
(33.47)
(92.11)
(483.70)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred losses for the years mentioned in the above table on account of interest
and overhead expenses and depreciation charges in respect of the activities of this company.
The income earned by this company was insufficient to meet the above expenses and hence
the losses.
18. GRANGE HOTELS AND PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on May 4, 2005.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of restaurants, cafes, refreshment rooms, clubs and casinos, to establish shops,
canteens, kitchens and any other establishments, to buy ,sell, construct ,improve
lands,hereditaments,dwelling houses,shops,offices and properties of any nature or description and
business of buying ,selling,development,construction and dealing in real estates lands and properties of
any nature and description..It is engaged in the business of real estate development and forms a part of
the K. Raheja Corp Group (Chandru L Raheja Group
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja
Total
Percentage
Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Ramesh M. Valecha.
Financial Performance
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
NA
0.007
NIL
NA
(0.060)
(32.38)
NA
0.1
0.1
NA
(0.060)
(32.44)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
164
SHOPPING. AND BEYOND. TM
Earning Per Share
NA
(6.03)
(3237.64)
Book Value Per Share
NA
3.97
(3233.67)
This company has incurred loss for the year 2006 and 2007mentioned in the above table on account
of interest and overhead expenses in respect of the activities of this company. The income
earned by this company was insufficient to meet the above expenses and hence the losses.
19. HORIZONVIEW PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on July 15, 2006.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, , constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It is in the business of real estate development. It forms a part of the K. Raheja Corp Group (Chandru L
Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja
Total
Percentage
Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.03)
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.10
(0.03)
Earning Per Share
NA
NA
(3.03)
Book Value Per Share
NA
NA
6.97
This company has incurred losses for the year mentioned in the above table on account of overhead
expenses in respect of the activities of this company.
20. HORNBIL TRADING COMPANY PRIVATE LIMITED
165
SHOPPING. AND BEYOND. TM
The company was incorporated under the Companies Act on December 19, 2000.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on business as inter alia traders, dealers, agents of merchandise, goods, articles for local trades
and exports.
It now forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is
Names of Shareholder
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan Trading Private Limited
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Total
Percentage
Shareholding (%)
20.00
20.00
20.00
20.00
20.00
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer
with SEBI comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Yasin Virani.
Financial Performance:
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
Nil
Nil
NIL
Profit/(Loss) After Tax
(0.71)
(0.77)
(0.97)
Equity Capital
0.10
0.10
0.10
Reserves and Surplus
(2.47)
(3.24)
(4.20)
Earning Per Share
(71.49)
(76.93)
(96.65)
Book Value Per Share
(236.96)
(313.51)
(410.16)
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses and depreciation charges in respect of the activities of this company.
Particulars
21. HYPERCITY RETAIL (INDIA) LIMITED
This company was incorporated under the Companies Act on May 27, 2004 under the name Rainbow
Retail Private Limited. The name of the company was subsequently changed to Hypercity Retail
(India) Private Limited on March 4, 2005 and a fresh certificate of incorporation consequent on change
of name was then issued by the Registrar of Companies. On March 30, 2007 the Company was
converted to a full fledged public limited company and a fresh certificate of incorporation was issued
by the Registrar of Companies in this regard.
As stated in the main objects contained in its Memorandum of Association this company is permitted :
1. To carry on the retail business including supermarket, hypermarket, chainstores, undertaking
retailing, trading, merchandising, franchising, wholesale outlet to develop promote and sell own
products, branded products, supply chain management, online trading systems, offering consolidation
system via internet, telephone, E-commerce, satellite, other communication application and through
other retailing mode, discount, bargain prices from small medium to very large location, servicing
business to business and to consumer for all kinds of products and services.
166
SHOPPING. AND BEYOND. TM
2. To deal in all kinds of confectionaries, groceries and provisions of all kind, garments, fabrics,
accessories and allied goods and to buy, sell import, export, prepare for market and deal in all types of
retailing and its products, groceries and provisions of all kind, whether liquid or solid, tea, coffee,
cooking oils and green peppers in the hyper market and super market.
It forms part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is:
Names of Equity Shareholder
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Palm Shelter Estate Development Private Limited
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja.
Anbee Constructions Private Limited
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja
Cape Trading Private Limited
Shopper’s Stop Limited
Challenge Properties Private Limited
Total
Names of 7% Cumulative Redeemable Preference Shareholder
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Palm Shelter Estate Development Private Limited
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja.
Anbee Constructions Private Limited
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja
Cape Trading Private Limited
Shopper’s Stop Limited
Challenge Properties Private Limited
Total
Percentage
Shareholding (%)
1.93
1.93
11.55
11.55
11.55
11.55
1.92
11.55
1.92
11.55
19.00
4.00
100.00
Percentage
Shareholding (%)
1.93
1.93
11.55
11.55
11.55
11.55
1.92
11.55
1.92
11.55
19.00
4.00
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of
Offer with SEBI comprises of Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja
and Mr. B. S. Nagesh.
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SHOPPING. AND BEYOND. TM
Financial Performance:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
0.025
1.03
1222.19
(14.38)
(36.59)
(231.23)
0.5
9.5
9.5
(14.38)
(50.97)
(282.19)
(287.61)
(131)
(243.40)
(277.61)
(43.65)
(287.04)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred losses for the years mentioned in the above table on account of interest,
overhead expenses and depreciation charges in respect of the activities of this company. The
income earned by this company was insufficient to meet the above expenses and hence the
losses.
22. IMMENSE PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on March 5, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted
to interalia carry on the business of builders, real estate developers, , constructors of buildings,
houses, apartments and structures of various kinds such as industrial, commercial, hotel, shopping
mall, to deal in, / lease land and house property and to develop land and real estate with a view to
provide office space, infrastructure and other facilities for information technology and information
technology enabled services entities.The company is in the business of real estate.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Percentage
Shareholding (%)
50.00
50.00
100.00
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.03)
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SHOPPING. AND BEYOND. TM
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.10
(0.03)
Earning Per Share
NA
NA
(2.81)
Book Value Per Share
NA
NA
7.19
This company has incurred loss for the year mentioned in the above table on account of overhead
expenses incurred.
23. IMPERIAL SERVICED OFFICES PRIVATE LIMITED
This company was incorporated under the Companies Act on December 19, 2006.
As stated in the main objects contained in its memorandum of association this company is permitted to
interalia provide on lease or otherwise, business centre, office services, executive suites, virtual offices
or office space for conducting business, conferences, conventions, and to purchase, take on lease or
or otherwise acquire or sell, rent out amongst others lands, buildings and structures. It is in the
business of setting up and running of business centers. It forms a part of the K. Raheja Corp Group
(Chandru L Raheja Group)
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Development Private Limited Jtly with Mr. Chandru L.
Raheja Jtly with Mrs. Jyoti C. Raheja
Total
Percentage
Shareholding (%)
99.99
0.01
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Vinod N. Rohira, Mr Ramesh M Valecha
and Mr. Sunil Hingorani.
Financial Performance
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.08)
Equity Capital
Reserves and Surplus
NA
NA
NA
NA
0.1
(0.08)
Earning Per Share
NA
NA
(7.83)
Book Value Per Share
NA
NA
2.17
.
This company has incurred loss for the year mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company.
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SHOPPING. AND BEYOND. TM
24. INFLUENCE REAL ESTATE PRIVATE LIMITED
This company was incorporated under the Companies Act on May 7, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, , constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It is in the business of real estate and forms a part of the K. Raheja Corp Group (Chandru L Raheja
Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Ivory Properties And Hotels Private Limited
K Raheja Corp. Private Limited
Total
Percentage
Shareholding (%)
91.00
9.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
This company has been incorporated during FY 2007-08, and the first financials are yet to be prepared.
25. INTIME PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on August 22, 2006.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It is in the business of real estate development and forms a part of the K. Raheja Corp Group
(Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
K. Raheja IT Park (Hyderabad) Private Limited Jointly with Mr. Neel C.
170
Percentage
Shareholding (%)
0.38
SHOPPING. AND BEYOND. TM
Raheja
K. Raheja IT Park (Hyderabad) Private Limited Jointly with Mr. Ravi C.
Raheja
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja.
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja.
Casa Maria Properties Private Limited
Raghukool Estate Devt. Private Limited
Capstan Trading Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Palm Shelter Estate Devt. Private Limited
K. Raheja Corp Private Limited
Ivory Properties And Hotels Private Limited
Andhra Pradesh Industrial Infrastructure Corporation Limited
I-6 Company (Mauritius) Limited
Total
0.38
3.97
2.98
2.98
6.29
6.29
6.29
5.62
5.62
6.29
6.29
6.29
0.46
39.89
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. B.P.Acharya and Mr. Yasin Virani.
Financial Performance
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
NA
NA
Nil
NA
NA
(12.21)
NA
NA
9.95
NA
NA
(12.21)
NA
NA
(587.38)
NA
NA
(10.25)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred losses for the above financial Year on account of interest and overhead
expenses in respect of the activities of this company.
26. J. T. HOLDINGS PRIVATE LIMITED
This company was incorporated under the Companies Act on August 22, 1979.100% of its
shareholding has been recently acquired by K. Raheja Corp Group during the financial year 200708.and now is a part of the K. Raheja Corp Group. As stated in the main objects contained in its
memorandum of association this company is permitted to interalia carry on the business of an
investment company and to buy, underwrite, invest in, acquire, hold shares, stocks, debentures and
securities of any kind issued or guaranteed by any company i.e The company is presently engaged in
the business of developing, constructing and setting up of IT / ITES Special Economic Zones.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of J.T. Holdings Private Limited as on the date of filing of this Draft Letter of
Offer with SEBI is
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SHOPPING. AND BEYOND. TM
Names of Shareholder
K. Raheja Corp Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan Trading Private Limited
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Total
Percentage
Shareholding (%)
28.57
14.29
14.29
14.29
14.28
14.28
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Sandeep Tandon, Mr. Bhupendra V. Shah, Mr. Ravi C. Raheja, Mr. Neel C. Raheja and
Mr. B. Ravindernath.
Financial Performance:
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
5.38
1.26
3.13
2.58
(3.05)
(4.26)
0.014
0.014
0.014
22.56
19.52
15.25
181031
(86802)
(309099)
1612466.07
1394939.07
1090633.93
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred losses for the years mentioned in the above table on account of interest ,
overhead expenses and depreciation charges in respect of the activities of this company. The
income earned by this company was insufficient to meet the above expenses and hence the
losses
27. K. RAHEJA SERVICES PRIVATE LIMITED
This company was incorporated under the Companies Act on June 16, 1997. As stated in the main
objects contained in its memorandum of association this company is permitted to carry on and is
currently engaged in the activity of interalia employing members of staff whose cost of employment
are recovered from other entities and of licensing of trademarks. It forms a part of the K. Raheja
Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of K. Raheja Services Private Limited as on the date of filing of this Draft
Letter of Offer with SEBI is:
Names of Shareholder
Chandru L. Raheja Hindu Undivided Family
Ravi C. Raheja
Neel C. Raheja
K. Raheja Private Limited
Neel Estates Private Limited
K. Raheja Corp Private Limited
Ivory Properties And Hotels Private Limited
172
Percentage
Shareholding (%)
15.00
10.00
10.00
20.00
10.00
10.00
10.00
SHOPPING. AND BEYOND. TM
Anbee Constructions Private Limited
Cape Trading Private Limited
Raghukool Estate Development Private Limited
Total
5.00
5.00
5.00
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Nandlal K.
Rohira.
Financial Performance:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
0.10
Nil
95.28
Profit/(Loss) After Tax
(0.14)
Nil
29.35
Equity Capital
1.0
1.0
1.0
Reserves and Surplus
(0.14)
(0.14)
29.21
Earning (loss) Per Share
(13.98)
Nil
2934.59
Book Value Per Share
85.78
85.90
3020.61
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses and depreciation charges in respect of the activities of this company. The
income earned by this company was insufficient to meet the above expenses and hence the
losses
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2005
The auditor’s qualification is in respect of part compliance with the requirement of Accounting
Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent
applicable.
The company’s Response
The costs in respect of employee benefits by way of gratuity, bonus, contribution to Maharashtra
Labour Welfare Fund, leave encashment and leave travel allowance are considered on actual payment
basis.
For the year ended 31st March, 2006
The auditor’s qualification is in respect of part compliance with the requirement of Accounting
Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent
applicable.
The company’s Response
The costs in respect of employee benefits by way of gratuity,bonus,contrbution to Maharashtra Labour
Welfare Fund,leave encashment and leave travel allowance are considered on actual payment basis.
For the year ended 31st March, 2007
The auditor’s qualification is in respect of part compliance with the requirement of Accounting
Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent
applicable.
The company’s Response
The costs in respect of employee benefits by way of gratuity,bonus,contrbution to Maharashtra Labour
Welfare Fund,leave encashment and leave travel allowance are considered on actual payment basis.
28. K. RAHEJA IT PARK (HYDERABAD) PRIVATE LIMITED
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SHOPPING. AND BEYOND. TM
This company was incorporated under the Companies Act on June 02, 2003.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of builders, contractors, erectors, constructors, developers of land, buildings,
offices, townships, hotels, decorating and maintaining amongst others flats, factories, shops, offices,
hospitals and to deal in, buy and sell, lease land and house property and to deal in, buy and sell, lease
land and house property and to develop land, buildings, immovable properties and real estate with a
view to provide office space, infrastructure and other facilities for information technology and
information technology enabled services entities. It is in the business of real estate development and
dealing in /leasing of real estate. It forms a part of the K. Raheja Corp Group (Chandru L Raheja
Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Names of Shareholder
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja.
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja.
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Palm Shelter Estate Development Private Limited
K. Raheja Corp Private Limited
Ivory Properties And Hotels Private Limited
Andhra Pradesh Industrial Infrastructure Corporation Limited
Total
Percentage
Shareholding (%)
6.70
5.03
5.03
10.61
10.61
10.61
9.49
9.49
10.61
10.61
10.61
0.60
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Yasin Virani and Mr.
B. P. Acharya.
Financial Performance:
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
* after adjusting sales considered in earlier years.
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
158.99
496.46
774.44*
(50.88)
17.41
132.49
10.0
179.10
179.10
(69.94)
(52.54)
59.00
(50.88)
3.17
7.40
(60.05)
7.06
13.29
This company has incurred loss during the financial yearmentioned above on account of interest
expenses, overheads and depreciation charges.
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SHOPPING. AND BEYOND. TM
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2006
The Auditor’s qualification includes the revenue recognition policy adopted by the company in respect
of its development activities not being in conformity with the recommendations contained in the
“Guidance Note on Recognition of Revenue by Real Estate Developers” issued by The Institute of
Chartered Accountants of India which is recommendatory in nature.
The company’s response
In view of the fact that the company has been consistently following the method of recognition of
revenue as a percentage of collections accrued and that such method considers various factors of
development applicable to the company’s project, the company is of the view that such a method of
revenue recognition would give fair result during the course of the project. Moreover, under the
circumstances, it would be practically impossible to change the method and in any case, the guidance
note (referred to in the Audit Report) is recommendatory in nature.
29. K. RAHEJA VENTURE CAPTIAL MANAGEMENT PRIVATE LIMITED
This company was incorporated under the Companies Act on May 18, 2005.
As stated in the main objects contained in its memorandum of association this company is interalia
permitted to prepare, undertake, execute and administer schemes of any capital funds by issuing units
or participation therein to investors and redeem, cancel or revoke such units or participation and
distribute the proceeds thereof amongst investors, beneficiaries or other persons entitled to the same,
whether in money or specie, carry on business of administrators, executors, receivers, operators,
agents, attorneys, representatives, counselors, consultants of venture capital funds, investment funds,
private equity funds, undertake the office of trustee and carry out trusteeship functions for funds of all
kind.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Development Private Limited Jtly with Mr. Chandru L.
Raheja Jtly with Mrs. Jyoti C. Raheja
Total
Percentage
Shareholding (%)
99.99
0.01
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
NA
NIL
NIL
NA
(0.026)
(0.007)
NA
0.1
0.1
NA
(0.026)
(0.033)
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SHOPPING. AND BEYOND. TM
Earning (loss) Per Share
Book Value Per Share
NA
NA
(2.59)
7.41
(0.69)
6.72
This company has incurred losses for the years mentioned in the above table on account of overhead
expenses
30. LOUISIANA INVESTMENT & FINANCE PRIVATE LIMITED
This company was incorporated with the name of Louisiana Investment & Finance Private Limited
under the Companies Act on December 01, 1986. Subsequently pursuant to the then prevailing
provisions of section 43A of the Act, this company became a deemed public company on June 14,
2000. Pursuant to an amendment in the year 2000 to the Companies Act, this company was converted
into a full-fledged private limited company on March 29, 2001.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of an investment company and to invest in, and acquire and hold, sell, buy or
otherwise deal in inter alia shares, debentures, bonds, securities issued or guaranteed by Indian or
foreign governments, States or public authorities, or issued or guaranteed by any company, firm or
person in India or elsewhere and function as an investment company and to invest and/ or finance
and/or establish in its name or as a holding company, to hold by way of investments inter alia to
finance industrial enterprise and to manage stocks, securities, finance and real estate.
It is the business of leasing of real estate and is a part of the K. Raheja Corp Group (Chandru L Raheja
Group)
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Names of Shareholder
K. Raheja Corp Private Limited and Chandru L. Raheja
K. Raheja Corp Private Limited and Ravi C. Raheja
K. Raheja Corp Private Limited
Total
Percentage
Shareholding (%)
0.10
0.10
99.80
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Ramesh Valecha.
Financial Performance:
Particulars
2005
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
Year Ended March 31
2006
2007
(in Rs. Millions, except per share data)
56.98
60.92
61.99
11.65
14.80
16.78
0.1
0.1
0.1
17.61
32.41
49.19
11646.37
14795.11
16783.44
17695.61
32494.17
49281.04
31. MAGNA WAREHOUSING & DISTRIBUTION PRIVATE LIMITED
176
SHOPPING. AND BEYOND. TM
This company was incorporated under the Companies Act on September 16, 2005.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on inter alia the business of warehousing, logistic, supply chain, packers, distribution, clearing,
and forwarding agents, customs house agents, cargo movers, cargo agents, freight brokers, freight
contractors, carrier of goods, multimodal transport operators, freight contractors, carrier of goods,
multimodal transport operators and freight forwarding operators in respect of any assets, goods,
containers, luggage freight and documents amongst others. It is in the business of hotels and real
estate development projects (such as IT Parks and Shopping Malls ). It forms a part of the K. Raheja
Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Chalet Hotels Limited jointly with Mr. Ravi C. Raheja
Chalet Hotels Limited jointly with Mr. Neel C. Raheja
Chalet Hotels Limited
Chalet Hotels Limited jointly with Mr. Chandru L. Raheja
Chalet Hotels Limited jointly with Anbee Constructions Private Limited
Chalet Hotels Limited jointly with Cape Trading Private Limited
Chalet Hotels Limited jointly with Capstan Trading Private Limited
I-4 Company (Mauritius) Limited
Total
Percentage
Shareholding (%)
8.10
8.10
43.16
0.16
0.16
0.16
0.16
40.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ramesh. M. Valecha, Mr. Sunil Hingorani, Mr. Vinod N. Rohira and Mr. Yasin Virani.
Financial Performance
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. millions, except per share data)
Sales and Other Income
NA
Nil
8.50
Profit/(Loss) After Tax
NA
(0.41)
0.50
Equity Capital
NA
0.10
0.62
Reserves and Surplus
NA
(0.41)
462.12
Earning (loss) Per Share
NA
(41.42)
9.81
Book Value Per Share
NA
(31.42)
7494.32
This company has incurred losses for the year mentioned in the above table as a consequence
of interest , overhead expenses and depreciation charges.
32. NEOGEN PROPERTIES PRIVATE LIMITED(formerly known as Mindspace IT Park Private
Limited)
This company was incorporated under the Companies Act on December 23, 2003.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of builders, real estate developers, erectors, constructors, of buildings, houses,
apartments, structures inter alia being residential, office or commercial, offices, decorating and
177
SHOPPING. AND BEYOND. TM
maintaining amongst others flats, factories, shops, offices, hospitals and to deal in, buy and sell, lease
land and house property and to develop land, buildings, immovable properties and real estate with a
view to provide office space, infrastructure and other facilities for information technology and
information technology enabled services entities. It is in the business of developing , constructing and
setting up of IT / ITES Special Economic Zones .
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is:
Names of Shareholder
Mr. Chandru L. Raheja jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja jointly with Mr. Chandru L. Raheja jointly with
Mrs. Jyoti C. Raheja
Mr. Neel C. Raheja jointly with Mr. Chandru L. Raheja jointly with
Mrs. Jyoti C. Raheja
K Raheja Corp Private Limited
Total
Percentage
Shareholding (%)
14.00
18.00
18.00
50.00
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Chandru L. Raheja, Mr. Yasin Virani and Mr.
B. Ravindernath.
Financial Performance:
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
Nil
Nil
Nil
Profit/(Loss) After Tax
(0.012)
(0.031)
(0.73)
Equity Capital
0.10
0.10
0.10
Reserves and Surplus
(0.021)
(0.051)
(0.79)
Earning (loss) Per Share
(1.20)
(3.07)
(73.49)
Book Value Per Share
6.72
4.05
(69.03)
This company has incurred losses for the years mentioned in the table on account of interest,
overhead expenses and depreciation charges in respect of the activities of this company.
Particulars
33. NASK REALTORS PRIVATE LIMITED
This company was incorporated under the Companies Act on December 22, 2000. It is a wholly owned
subsidiary of Hornbil Trading Company Private Limited and became a part of the K Raheja Corp
Group when Hornbil Trading Company Private Limited was purchased by the K Raheja Corp Group
on June 17, 2004.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of builders, contractors, erectors, constructors of inter alia buildings, houses,
apartment structures or residential, office, industrial or commercial, townships, hotels, decorating and
maintaining inter alia flats, factories, shops, offices, hospitals and to deal in, buy and sell, lease land
and house property. It is in the business of real estate development.
178
SHOPPING. AND BEYOND. TM
It now forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is:
Names of Shareholder
Hornbil Trading Company Private Ltd
Hornbil Trading Company Private Ltd jointly with Gordhan G. Kukreja
Hornbil Trading Company Private Ltd jointly with B.S. Nagesh
Total
Percentage
Shareholding (%)
99.96
0.02
0.02
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer
with SEBI comprises Mr. Gordhan Kukreja and Mr. Chandrashekhar Navalkar.
Financial Performance:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
Nil
Nil
Nil
Profit/(Loss) After Tax
(0.13)
(0.024)
(0.07)
Equity Capital
0.50
0.50
0.50
Reserves and Surplus
(0.35)
(0.37)
(0.45)
Earning (loss) Per Share
(71.65)
(4.71)
(14.81)
Book Value Per Share
30.30
25.58
10.78
This company has incurred losses for the years mentioned in the above table on account of overhead
expenses and depreciation in respect of the activities of this company.
34. NEWFOUND PROPERTIES AND LEASING PRIVATE LIMITED
This company was incorporated under the Companies Act on May 12, 2004.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on business of builders, real estate developers, constructors of inter alia buildings (residential or
industrial or commercial), development of land, leasing and renting of inter alia lands, buildings.
This company is a part of the K. Raheja Corp Group and is currently engaged in the business of
developing, constructing and setting up of IT / ITES Special Economic Zones.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with
SEBI is:
Names of Shareholder
Mr. Ravi C. Raheja jointly with Mr. Chandru L. Raheja jointly with Mrs.
Jyoti C. Raheja
Mr. Neel C. Raheja jointly with Mr. Chandru L. Raheja jointly with Mrs.
Jyoti C. Raheja
I-7 Company (Mauritius) Ltd
Total
179
Percentage
Shareholding (%)
30.68
30.69
38.63
100.00
SHOPPING. AND BEYOND. TM
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Ramesh. M. Valecha.
Financial Performance:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Nil
Nil
Nil
(0.026)
(0.017)
(0.35)
0.10
0.10
0.10
(0.026)
(0.043)
(0.39)
(2.62)
(1.72)
(34.97)
7.38
5.66
(29.31)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred losses for the years mentioned in the above table on account of overhead
expenses in respect of the activities of this company..
35. NOVEL PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on January 22, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted
to interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It is in the business of real estate development. It forms a part of the K. Raheja Corp Group (Chandru L
Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Percentage
Shareholding (%)
50.00
50.00
100.00
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance:
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
NA
180
NA
NIL
SHOPPING. AND BEYOND. TM
Profit/(Loss) after tax
NA
NA
(0.03)
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.1
(0.03)
(3.12)
Earning Per Share (Face Value Rs.100)
NA
NA
Book Value Per Share (Face Value Rs.100)
NA
NA
6.88
This company has incurred loss for the year mentioned in the above table on account of overhead
expenses in respect of the activities of this company.
36. OPUL CONSTRUCTIONS PRIVATE LIMITED
This company was incorporated under the Companies Act on July 5, 2005.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities. It is in the business of real estate development.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
Percentage
Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Chandru L. Raheja and Mr. Vinod Rohira.
Financial Performance
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
Nil
Nil
Profit/(Loss) After Tax
NA
(0.035)
(0.02)
Equity Capital
NA
0.10
0.10
Reserves and Surplus
NA
(0.035)
(0.05)
Earning (loss) Per Share
NA
(3.47)
(1.96)
Book Value Per Share
NA
6.53
4.57
This company has incurred losses for the years mentioned in the above table on account of overhead
expenses in respect of the activities of this company.
Particulars
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2006
181
SHOPPING. AND BEYOND. TM
The auditor’s qualification is in respect of capitalisation of borrowing cost amounting to Rs. 93,69,422
to project expenditure which is not in conformity with the Accounting Standard 16 on Borrowing Cost
issued by the Institute of chartered Accountants of India and the consequent overstatement of
inventory and understatement of interest expense and loss for the year to that extent.
The company Response
The Company has acquired a plot of leasehold land at Mumbai for the purpose of development of the
project, and the same has been classified as inventories. The tenure of the lease has expired and is
subject to renewal by Municipal Corporation of Greater Mumbai.
For the year ended 31st March, 2007
The auditor’s qualification is in respect of capitalisation of borrowing cost amounting to Rs.
22,377,734 (and Rs. 93,69,422 for the earlier year) to project expenditure which is not in conformity
with the Accounting Standard 16 on Borrowing Cost issued by the Institute of chartered Accountants
of India and the consequent overstatement of inventory and understatement of interest expense and
loss for the year to that extent.
The company Response
The Company has acquired a plot of leasehold land at Mumbai for the purpose of development of the
project, and the same has been classified as inventories. The tenure of the lease has expired and is
subject to renewal by Municipal Corporation of Greater Mumbai
37. PACT REAL ESTATE PRIVATE LIMITED
This company was incorporated under the Companies Act on March 10, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities. It is in the business of real estate development.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Percentage
Shareholding (%)
50.00
50.00
100.00
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
Year Ended As on March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
182
NA
NIL
SHOPPING. AND BEYOND. TM
Profit/(Loss) after tax
NA
NA
Equity Capital
NA
NA
0.10
Reserves and Surplus
NA
NA
(0.03)
(2.82)
Earning Per Share (Face Value Rs.100)
NA
NA
Book Value Per Share (Face Value Rs.100)
NA
NA
(0.03)
7.18
This company has incurred loss for the year mentioned in the above table on account of overhead
expenses
38. PARADIGM LOGISTICS & DISTRIBUTION PRIVATE LIMITED
This company was incorporated under the Companies Act on September 21, 2005.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on inter alia the business of warehousing, logistic, supply chain, packers, distribution, clearing,
and forwarding agents, customs house agents, cargo movers, cargo agents, freight brokers, freight
contractors, carrier of goods, multimodal transport operators, freight contractors, carrier of goods,
multimodal transport operators and freight forwarding operators in respect of any assets, goods,
containers, luggage freight and documents amongst others. It is in the business of developing ,
constructing and setting up of IT / ITES Special Economic Zones , subject to the necessary approvals
and real estate development. It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Ravi C. Raheja Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Mr. Neel C. Raheja Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
Percentage
Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Chandru L. Raheja, Mr. Ramesh M. Valecha
and Mr. Yasin Virani.
Financial Performance
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
Nil
0.17
Profit/(Loss) After Tax
NA
(0.17)
(0.91)
Equity Capital
NA
0.10
0.10
Reserves and Surplus
NA
(0.17)
(1.08)
Earning (loss) Per Share
NA
(17.33)
(108.13)
Book Value Per Share
NA
(7.33)
(98.13)
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company. The income earned by this company
was insufficient to meet the above expenses and hence the losses
Particulars
183
SHOPPING. AND BEYOND. TM
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2006
The auditor’s qualification is in respect of inclusion of borrowing cost amounting to Rs. 90,70,328 in
the project cost , the said project not being a qualifying asset in terms of Accounting Standard 16 on
Borrowing Cost issued by the Institute of chartered Accountants of India and the consequent
overstatement of inventory and understatement of interest expense and loss for the year to that
extent
The company Response
Borrowing costs of Rs. 90,70,328 transferred to qualifying assets are attributable to the acquisition,
construction or production of qualifying assets . A qualifying asset is an asset that necessarily
requires a substantial period of time to get ready for its intended use or sale. Borrowing costs
incurred during the period of activities necessary to prepare the asset for its intended use or sale,
including activities such as plan preparation, obtaining approvals etc. are undertaken, qualify for
capitalization.
For the year ended 31st March, 2007
• The auditor’s qualification is in respect of inclusion of borrowing cost amounting to Rs . 6,42,28,267
for the year and Rs. 90,70,328 for the earlier year in the project cost , the said project not being a
qualifying asset in terms of Accounting Standard 16 on Borrowing Cost issued by the Institute of
chartered Accountants of India and the consequent overstatement of inventory and understatement
of interest expense and loss for the year to that extent.
The company Response
Borrowing costs of Rs . 6,42,28,267 for the year and Rs. 90,70,328 for earlier year transferred to
qualifying assets are attributable to the acquisition, construction or production of qualifying assets .
A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its
intended use or sale. Borrowing costs incurred during the period of activities necessary to prepare
the asset for its intended use or sale, including activities such as plan preparation, obtaining
approvals etc. are undertaken, qualify for capitalization.
39. PROTECT PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on March 10, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Ravi C. Raheja
184
Percentage
Shareholding (%)
50.00
SHOPPING. AND BEYOND. TM
Mr. Neel C. Raheja
Total
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
This company has been incorporated during the FY 2007, and the first financials are yet to be
prepared.
Year Ended As on March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
NA
NIL
Profit/(Loss) after tax
NA
NA
(0.03)
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.10
(0.03)
Earning Per Share (Face Value Rs.100)
NA
NA
(2.82)
Book Value Per Share (Face Value Rs.100)
NA
NA
7.18
This company has incurred losses for the years mentioned in the above table on account of overhead
expenses in respect of the activities of this company.
40. SENTINEL PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on March 15, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to
deal in, / lease land and house property and to develop land and real estate with a view to provide
office space, infrastructure and other facilities for information technology and information technology
enabled services entities.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI
is:
Name of the Shareholder
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
Percentage
Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
185
SHOPPING. AND BEYOND. TM
This company has been incorporated on March 15, 2007 and the first accounting period of the
company being the period ended on March 31, 2008, the first financials are yet to be prepared.
41. SERENE PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on December 23, 2003.
As stated in the main objects contained in its memorandum of association this company is permitted to
own, construct, lease land or buildings and to conceptualise, plan, design construct and market malls
inter alia for the purpose of licensing retail space.
This company is a part of the K Raheja Corp Group and is currently engaged in the business of
developing, constructing and setting up of IT / ITES Special Economic Zones.
Shareholding Pattern
Shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI are:
Names of Shareholder
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja
Mr. Neel C. Raheja jointly with Mr. Chandru L. Raheja Jointly with Mrs.
Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
K. Raheja Corp Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan Trading Private Limited
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Palm Shelter Estate Development Private Limited
I-3 Company (Mauritius) Limited
Total
Percentage
Shareholding (%)
7.68
5.40
5.40
5.88
5.64
4.44
4.44
5.88
5.88
3.48
5.88
40.00
100.00
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Ramesh M. Valecha and Mr. Yasin Virani.
Financial Performance:
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
Nil
Nil
1.44
Profit/(Loss) After Tax
(1.64)
(0.24)
(25.75)
Equity Capital
0.10
0.10
0.56
Reserves and Surplus
(1.65)
(1.89)
800.26
Earning (loss) Per Share
(163.72)
(24.47)
(514.22)
Book Value Per Share
(155.80)
(179.87)
14285.37
This company has incurred losses for the years mentioned in the table on account of interest ,
overhead expenses and depreciation charges in respect of the activities of this company. The
Particulars
186
SHOPPING. AND BEYOND. TM
income earned by this company was insufficient to meet the above expenses and hence the
losses.
STANCE PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on May 24, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to deal in,
/ lease land and house property and to develop land and real estate with a view to provide office space,
infrastructure and other facilities for information technology and information technology enabled services
entities.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
Name of the Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Development Private Limited Jtly with Mr. Chandru L. Raheja Jtly
with Mrs. Jyoti C. Raheja
Total
Percentage
Shareholding (%)
99.99
0.01
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
This company has been incorporated during FY 2007-08, and the first financials are yet to be prepared.
STARGAZE PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on January 10, 2006.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to deal in,
/ lease land and house property and to develop land and real estate with a view to provide office space,
infrastructure and other facilities for information technology and information technology enabled services
entities. It is in the business of developing , constructing and setting up of IT / ITES Special Economic
Zones .
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
Name of the Shareholder
187
Percentage
Shareholding (%)
SHOPPING. AND BEYOND. TM
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C.
Raheja
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C.
Raheja
Casa Maria Properties Private Limited
Raghukool Estate Devt. Private Limited
Capstan Trading Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Palm Shelter Estate Devt. Private Limited
K. Raheja Corp Private Limited
Ivory Properties And Hotels Private Limited
K. Raheja IT Park (Hyderabad) Private Limited
K. Raheja Private Limited
Shopper’s Stop Limited
Avacado Properties And Trading (India) Private Limited
Chalet Hotels Limited
Total
3.94
2.95
2.95
6.22
6.23
6.23
5.63
5.63
2.00
46.22
2.00
2.00
2.00
2.00
2.00
2.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Yasin Virani, Mr. Ramesh
Valecha and Mr. Vinod Rohira.
Financial Performance
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
NA
Nil
Nil
NA
(0.027)
(2.23)
NA
0.5
0.5
NA
(0.027)
(2.26)
NA
(0.54)
(44.63)
NA
9.46
(35.17)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred losses for the years mentioned in the above table on account of overhead
expenses in respect of the activities of this company. The income earned by this company was insufficient
to meet the above expenses and hence the losses
STRENGTH REAL ESTATE PRIVATE LIMITED
This company was incorporated under the Companies Act on April 18, 2007.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on the business of builders, real estate developers, contractors, erectors, constructors of buildings,
houses, apartments etc., and business as developers of infrastructure and other facilities for Information
Technology and Information Technology Enabled Serviced entities It is in the business of real estate
development. and forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
188
SHOPPING. AND BEYOND. TM
Name of the Shareholder
K. Raheja Corp Private Limited
Ivory Properties And Hotels Private Limited
Total
Percentage
Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
This company has been incorporated during FY 2008, and the first financials are yet to be prepared.
SUNDEW PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on August 11, 2006.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to deal in,
/ lease land and house property and to develop land and real estate with a view to provide office space,
infrastructure and other facilities for information technology and information technology enabled services
entities. It is in the business of developing , constructing and setting up of IT / ITES Special Economic
Zones . It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
Name of the Shareholder
K. Raheja IT Park (Hyderabad) Private Limited Jointly with Mr. Neel C. Raheja
K. Raheja IT Park (Hyderabad) Private Limited Jointly with Mr. Ravi C. Raheja
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C.
Raheja.
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C.
Raheja.
Casa Maria Properties Private Limited
Raghukool Estate Devt. Private Limited
Capstan Trading Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Palm Shelter Estate Devt. Private Limited
K. Raheja Corp Private Limited
Ivory Properties And Hotels Private Limited
Andhra Pradesh Industrial Infrastructure Corporation Limited
I-5 Company (Mauritius) Limited
Total
Percentage
Shareholding (%)
0.46
0.46
3.96
2.96
2.96
6.26
6.26
6.26
5.61
5.61
6.26
6.26
6.26
0.55
39.87
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja ,Mr. B.P. Acharya and Mr. Yasin Virani.
Financial Performance
189
SHOPPING. AND BEYOND. TM
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
NA
NA
6.72
NA
NA
(14.97)
NA
NA
9.95
NA
NA
(14.97)
NA
NA
(719.72)
NA
NA
(13.02)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred loss for the year mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company. The income earned by this
company was insufficient to meet the above expenses and hence the losses.
SYCAMORE PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on December 12, 2005.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to deal in,
/ lease land and house property and to develop land and real estate with a view to provide office space,
infrastructure and other facilities for information technology and information technology enabled services
entities. It is in the business of real estate development.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
Name of the Shareholder
Chalet Hotels Ltd.
Chalet Hotels Ltd. Jtly with Mr. Chandru L. Raheja
Chalet Hotels Ltd. Jtly with Mr. Ravi C. Raheja
Chalet Hotels Ltd. Jtly with Mr. Neel C. Raheja
Chalet Hotels Ltd. Jtly with Anbee Constructions Private Limited
Chalet Hotels Ltd. Jtly with Cape Trading Private Limited
Chalet Hotels Ltd. Jtly with Capstan Trading Private Limited
Total
Percentage
Shareholding (%)
94
1
1
1
1
1
1
100
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Vinod Rohira.
Financial Performance
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
NA
0.31
NIL
NA
(0.19)
(1.44)
NA
0.1
0.1
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
190
SHOPPING. AND BEYOND. TM
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
NA
NA
NA
(0.19)
(19.32)
(9.32)
(1.63)
(143.76)
(153.08)
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company. The income earned by this company
was insufficient to meet the above expenses and hence the loss.
TOUCHSTONE PROPERTIES & HOTELS PRIVATE LIMITED
This company was incorporated as Touchstone Properties and Hotels Private Limited under the Companies
Act on October 30, 1996. Subsequently, pursuant to the then prevailing provisions of section 43A of the
Act it became a deemed public company. Pursuant to an amendment in the year 2000 to the Companies
Act, this company became a full-fledged private limited company with effect from February 10, 2001.
As stated in the main objects contained in its memorandum of association this Company is permitted to
carry on inter alia the business of building, contracting, constructing buildings, apartments, townships
hotels amongst other structures, and the developing and maintaining of real estate and providing technical,
advice and managing inter alia hotels, restaurants, clubs and department stores. It is in the business of real
estate and leasing of properties. It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
Names of Shareholder
Chandru L. Raheja
Palm Shelter Estate Development Private Limited
Chandru L. Raheja Jointly with Jyoti C. Raheja
Chandru L. Raheja, Kart of Chandru Lachmandas HUF Jointly with Jyoti C.
Raheja
Jyoti C. Raheja Jointly with Chandru L. Raheja
Capstan Trading Private Limited
Raghukool Estate Development. Private Limited
Casa Maria Properties Private Limited
Ravi C. Raheja Jointly with Chandru L. Raheja Jointly with Jyoti C. Raheja
Anbee Constructions Private Limited
Neel C. Raheja Jointly with Chandru L. Raheja Jointly with Jyoti C. Raheja
Cape Trading Private Limited
Total
Percentage
Shareholding (%)
0.10
9.50
6.90
9.50
9.50
9.50
9.50
9.50
9.00
9.00
9.00
9.00
100.00
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI
comprises Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Ramesh M. Valecha.
Financial Performance:
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Nil
Nil
NIL
(0.026)
(0.025)
(0.008)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
191
SHOPPING. AND BEYOND. TM
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
0.5
(0.47)
(5.13)
1.69
0.5
(0.50)
(5.03)
0.58
0.5
(0.50)
(1.52)
(0.94)
This company has incurred losses for the years mentioned in the above table on account of interest ,
overhead expenses and depreciation charges in respect of the activities of this company.
TRION PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on November 17, 2005.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to deal in,
/ lease land and house property and to develop land and real estate with a view to provide office space,
infrastructure and other facilities for information technology and information technology enabled services
entities.
It is in the business of real estate development including owning , setting up and running of shopping malls.
It forms a part of the K. Raheja Corp Group (Chandru L Raheja Group).
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
Name of the Shareholder
Inorbit Malls (India) Private Limited
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C.
Raheja
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C.
Raheja
I-2 Company (Mauritius) Limited
Total
Percentage
Shareholding (%)
51.55
4.22
4.23
40.00
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja, Mr. Yasin Virani and Mr. Sunil Hingorani.
Financial Performance
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
NA
Nil
0.02
NA
(0.16)
(22.21)
NA
0.10
0.25
NA
(0.16)
384.58
NA
(16.25)
(1080.23)
NA
(6.25)
15261.48
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses and depreciation charges in respect of the activities of this company. The
income earned by this company was insufficient to meet the above expenses and hence the losses
192
SHOPPING. AND BEYOND. TM
UPTOWN PROPERTIES AND LEASING PRIVATE LIMITED
This company was incorporated under the Companies Act on May 12, 2004.
As stated in the main objects contained in its memorandum of association this company is permitted to
`carry on business of builders, real estate developers, constructors of inter alia buildings (residential or
industrial or commercial), development of land, leasing and renting of inter alia lands, buildings.
This company is part of the K Raheja Corp Group and is currently engaged in the business of real estate
development and leasing of properties
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Names of Shareholder
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C.
Raheja
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C.
Raheja
Total
Percentage
Shareholding (%)
50.00
50.00
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja, Mr. Neel C. Raheja and Mr. Yasin Virani.
Financial Performance:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
0.005
Nil
Nil
(21.65)
(37.91)
(37.56)
0.10
0.10
0.10
(21.65)
(59.56)
(97.12)
(2164.71)
(5955.75)
(9711.74)
(2154.71)
(5945.75)
(9701.74)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company. The income earned by this
company was insufficient to meet the above expenses and hence the losses
MARVEL INTERNATIONAL PRIVATE LIMITED
This company was incorporated under the laws of Dubai in accordance with the Offshore Companies
regulations of Jebel Ali Free Zone of 2003 in the Jebel Ali Free Zone, Dubai, UAE on August 14, 2004.
As stated in the objects contained in its memorandum of association, this company is permitted to conduct
any lawful business or activity, in accordance with the Jebel Ali Free Zone Offshore Companies
Regulations 2003 ("the regulations") including but not limited to investments in overseas companies and to
buy, own, hold, lease, sell or otherwise deal with any real property on the Palm Islands or Jumeirah Islands
or any property owned by Nakheel Company LLC or any other real property in the United Arab Emirates
193
SHOPPING. AND BEYOND. TM
or in any other part of the world and to borrow and raise money with or without security on such terms and
conditions as the Company shall deem fit and to do all such other things as are incidental or conducive to
the attainment of all of the above objects.
This Company has been promoted by K. Raheja Corp Private Limited
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr. Barjor Sohrab Bajan.
Financial Performance
Particulars
Year Ended December 31
2004
2005
2006
(in AED. millions, except share data)
NA
Nil
Nil
NA
(0.012)
(0.31)
NA
0.1
0.7
NA
(0.012)
(0.32)
NA
(12.48)
(43.60)
NA
87.52
54.62
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
SHIVAN PROPERTIES AND TRADING PRIVATE LIMITED
This company was incorporated under the Companies Act on March 04, 2005. 100% of its shareholding
has been recently purchased by K. Raheja Corp Group in August, 2007.
As stated in the main objects contained in its memorandum of association, this company is permitted to
interalia carry on the business of builders, real estate developers, constructors of buildings, houses,
apartments and structures of various kinds such as industrial, commercial, hotel, shopping mall, to deal in,
/ lease land and house property and to develop land and real estate carry on the business of leasing, renting
out or giving on leave and licence basis any lands, houses, offices, buildings, structures and other
properties,, carry on business as traders, dealers, agents of merchandise amongst others.The conmpany is in
the business of real estate and is a part of the K. Raheja Corp Group.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Names of Shareholder
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja.
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja.
Casa Maria Properties Private Limited
Raghukool Estate Devt. Private Limited
Capstan Trading Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Palm Shelter Estate Devt. Private Limited
K. Raheja Corp Private Limited
194
Percentage
Shareholding
(%)
9.11
9.11
9.00
9.00
9.11
9.22
9.11
9.00
9.00
9.11
9.23
SHOPPING. AND BEYOND. TM
Total
100.00
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr Ravi C Raheja and Mr. Vinod Rohira
Financial Performance:
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
Nil
NIL
Profit/(Loss) After Tax
NA
(0.04)
(0.008)
Equity Capital
NA
0.9
0.9
Reserves and Surplus
NA
(0.04)
(0.05)
Earning (loss) Per Share
NA
(1.12)
(0.09)
Book Value Per Share
NA
9.56
9.47
This company has incurred losses for the years mentioned in the above table on account of interest and
overhead expenses in respect of the activities of this company. The income earned by this company
was insufficient to meet the above expenses and hence the losses
Particulars
K. RAHEJA CORP ADVISORY SERVICES (CYPRUS) PRIVATE LIMITED
This company was incorporated under the Companies law, Cap.113 on August 10, 2006 in Cyprus.
As stated in the objects contained in its memorandum of association, this company is permitted to carry on
the business of an investment company, general trade, consultants, industrial activities, manufacture,
wholesale of chemical products etc, to acquire movable and immovable property, to acquire and provide
services and employees, manufacture and trade of electronic equipment, tourist and other related activities,
to erect and manage hotels and other buildings ,to carry on transportation services, to acquire and lease
property and equipment, to deal in movable and immovable property, to acquire patents, other inter alia
businesses . The principal activity of the company is to act as a holding company. It forms a part of the K.
Raheja Corp group.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
Name of the Shareholder
Percentage
Shareholding (%)
50.00
50.00
100.00
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja , Mr Milorad Vujnovic, and Mr Sylvia Renate Bark
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended/ As on March 31,
Year Ended On March 31,
Particulars
2004
2005
2006
(in GBP Millions, except per share data))
195
SHOPPING. AND BEYOND. TM
Sales and Other Income
NA
NA
Nil
Profit/(Loss) after tax
NA
NA
(0.012)
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.0014
0.013
Earning Per Share
NA
NA
(11.62)
Book Value Per Share
NA
NA
12.12
This company has incurred losses for the years mentioned in the above table on account of overhead
expenses in respect of the activities of this company.
NEERAV INVESTMENT ADVISORY SERVICES (CYPRUS) PRIVATE LIMITED
This company was incorporated under the Companies law, Cap.113 on October 19, 2006 in Cyprus by the
name of Navratilova Enterprises Limited. The name of the company was changed to Neerav Investment
Advisory Services (Cyprus ) Private Limited on November 23, 2006.
As stated in the objects contained in its memorandum of association, this company is interalia permitted to
carry on the business of an investment advisor ,providing non core financial services for investment,
disinvestments and sale in the field of all real estate development. It is engaged in the business of providing
investment advisory services and forms a part of the K. Raheja Corp Group.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
Name of the Shareholder
Percentage
Shareholding (%)
100.00
100.00
K.Raheja Corp Advisory Services (Cyprus) Private Limited
Total
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr. Ravi C. Raheja, Mr Milorad Vujnovic, and Mr Sylvia Renate Bark.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended As on December 31,
Particulars
2004
2005
2006
(in GBP Millions, except per share data))
Sales and Other Income
NA
NA
0.26
Profit/(Loss) after tax
NA
NA
0.23
Equity Capital
NA
NA
Reserves and Surplus
NA
NA
0.0012
0.23
Earning Per Share
NA
NA
Book Value Per Share
NA
NA
196
230.86
232.03
SHOPPING. AND BEYOND. TM
NEERAV INVESTMENTS & HOLDINGS PRIVATE LIMITED
This company was incorporated under the Companies on October 1, 2007 in the Republic of Singapore.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing this Draft Letter of Offer with SEBI is:
Name of the Shareholder
Mr. Ravi C. Raheja
Mr. Neel C. Raheja
Total
Percentage
Shareholding (%)
50.01
49.99
100.00
The Board of Directors of this company on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr. Ravi C. Raheja and Mr. Mohammed S. Salaudeen.
AFFLUENCE REALTY AND LEASING PRIVATE LIMITED
This Company was incorporated under the Companies Act on 23rd November, 2007.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on the business of interalia Leasing of all types of housing properties, buildings, premises, shops,
shopping malls, offices, godowns, factories, land, flats, apartments, bungalows, required for residential or
commercial purposes and of developers, builders of buildings, houses, apartments, structures, shelters,
amongst others., and to equip the same with all amenities and to deal with the same in any manner
whatsoever.
This Company is a part of the K. Raheja Corp Group
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
:
Name of Shareholder
Ravi C. Raheja
Neel C. Raheja.
Total
Percentage Shareholding (%)
50
50
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
Since the Company is newly incorporated i.e. on 23rd November, 2007, the first financials are yet to be
prepared.
BROOKFIELDS AGRO & DEVELOPMENT PRIVATE LIMITED
197
SHOPPING. AND BEYOND. TM
This Company was incorporated under the Companies Act on November 15, 2007
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on Agricultural Farming and business of interalia horticulture, pisciculture, sericulture, floriculture,
and as cultivators of all kinds of food grains, grass seeds, cash crops, fruits proprietors of orchards and to
purchase and to deal in agricultural and other land and house and other properties of any tenure and any
interest therein, amongst others and to carry on business as developers of land including agricultural land
which may be converted to non-agricultural use, buildings, all kinds of immovable properties and of real
estates. .
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern :
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Ravi C. Raheja
Neel C. Raheja
Total
Percentage Shareholding (%)
50
50
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
Since the Company is newly incorporated i.e. on November 15, 2007, the first financials are yet to be
prepared.
CHALLENGE PROPERTIES PRIVATE LIMITED
This Company was incorporated under the Companies Act on November 2, 2007.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on the business of interalia builders, real estate developers, erectors, constructors of buildings,
houses, apartments ., and as developers of infrastructure and other facilities for Information Technology
and Information Technology Enabled Serviced entities
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern :
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Chandru L Raheja jointly with Jyoti C Raheja
Jyoti C Raheja jointly with Chandru L Raheja
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Palm Shelter Estate Development Private Limited
Ravi C Raheja jointly with Chandru L Raheja
jointly with Jyoti C Raheja
Anbee Constructions Private Limited
Percentage Shareholding (%)
1.25
1.25
7.5
7.5
7.5
7.5
1.25
7.5
198
SHOPPING. AND BEYOND. TM
Neel C Raheja jointly with Chandru L Raheja
jointly with Jyoti C Raheja
Cape Trading Private Limited
Mr. B. S. Nagesh jointly with
Mrs. Shailaja Nagesh
Mrs. Shailaja Nagesh jointly with
Mr. B. S. Nagesh
Ms. Pooja Nagesh jointly with
Mr. B. S. Nagesh
Total
1.25
7.5
25.00
12.50
12.50
100.0
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Yasin E Virani and Mr. Sunil M Hingorani
Financial Performance
Since the Company is newly incorporated i.e. on 2nd November 2007, the first financials are yet to be
prepared.
CONTENT PROPERITES PRIVATE LIMITED
This Company was incorporated under the Companies Act on October 19, 2007.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on the business of interalia builders, real estate developers, erectors, constructors of buildings,
houses, apartments and as developers of infrastructure and other facilities for Information Technology and
Information Technology Enabled Serviced entities
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Ravi C. Raheja
K. Raheja Corp Private Limited
Total
Percentage Shareholding (%)
1
99
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ramesh M Valecha, Mr. GhanshamT. Makhijani and Mr. Arvind Prabhu.
Financial Performance
Since the Company is newly incorporated i.e. on 19th October 2007, the first financials are yet to be
prepared.
CRIMSON AGRO & DEVELOPMENT PRIVATE LIMITED
This Company was incorporated under the Companies Act on November 15, 2007
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on Agricultural Farming and business of interalia horticulture, pisciculture, sericulture, floriculture,
199
SHOPPING. AND BEYOND. TM
and as cultivators of all kinds of food grains, grass seeds, cash crops, fruits, proprietors of orchards amongst
others., and to purchase and to deal in agricultural and other land and house and other properties of any
tenure and any interest therein; to carry on business as developers of land including agricultural land which
may be converted to non-agricultural use, buildings, all kinds of immovable properties and of real estates .
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern :
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
:
Name of Shareholder
Ravi C. Raheja
Neel C. Raheja
Total
Percentage Shareholding (%)
50
50
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
Since the Company is newly incorporated i.e. on November 15, 2007, the first financials are yet to be
prepared.
ENORMOUS PROPERTIES PRIVATE LIMITED
This Company was incorporated under the Companies Act on October 19, 2007.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on the business of interalia builders, real estate developers, erectors, constructors of buildings,
houses, apartments and as developers of infrastructure and other facilities for Information Technology and
Information Technology Enabled Serviced entities
This Company is a part of the K. Raheja Corp. Group
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Ravi C. Raheja
K. Raheja Corp Private Limited
Total
Percentage Shareholding (%)
1
99
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ramesh M Valecha, Mr. Ghansham T. Makhijani and Mr. Arvind Prabhu.
Financial Performance
Since the Company is newly incorporated i.e. on 19th October 2007, the first financials are yet to be
prepared.
200
SHOPPING. AND BEYOND. TM
ETERNUS LOGISTICS PRIVATE LIMITED
This Company was incorporated under the Companies Act on December 24, 2007.
As stated in the main objects contained in its Memorandum of Association, this company is permitted to
interalia carry on the business of Logistics, supply chain, packers, distribution, clearing and forwarding
agents, customs house agents, cargo movers, cargo agents, freight brokers, . and of constructing,
developing, operating, managing, acquiring selling, leasing, renting warehouses of any kind, including
industrial warehouses.
This Company is a part of the K. Raheja Corp. Group
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Ravi C. Raheja
Neel C. Raheja
Total
Percentage Shareholding (%)
50
50
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja
Financial Performance
Since the Company is newly incorporated i.e. on 24th December 2007, the first financials are yet to be
prepared.
KRINFRA POWER COMPANY PRIVATE LIMITED
This Company was incorporated under the Companies Act on December 3, 2007.
As stated in the main objects contained in its Memorandum of Association this company is interalia
permitted to establish captive power plants on a co-operative basis for a group of industrial and other
consumers and supply power to the participants in the co-operative effort either directly or through the
transmission lines of the State Electricity Boards, national grid, transmission companies, distribution
companies or other authorities by entering into appropriate arrangements . and to generate electrical power
by conventional and non-conventional methods.
This Company is a part of the K. Raheja Corp. Group
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Percentage Shareholding (%)
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
99.99
0.01
100
201
SHOPPING. AND BEYOND. TM
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
Since the Company is newly incorporated i.e. on 3rd December 2007, the first financials are yet to be
prepared.
K. RAHEJA CORP INVESTMENT ADVISORS PRIVATE LIMITED
This Company was incorporated under the Companies Act on 3rd September, 2007.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on in India or abroad business of interalia investment advisors, administrators, executors, receivers,
operators, agents, attorneys, representatives, counselors, consultants of investment funds, private equity
funds, venture capital funds, debt funds, infrastructure funds, pension funds, trusts, charities, associations,
registered societies, . and to advise on promotion, establishment, management, and administration of
collective investment schemes of all kind of funds and trusts.
This Company is a part of the K. Raheja Corp. Group and is to engage in the business of investment
advisors.
Shareholding Pattern :
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Jointly with Chandru L. Raheja
Jointly with Jyoti C. Raheja
Total
Percentage Shareholding (%)
99.99
0.01
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Neel C. Raheja.
Financial Performance
Since the Company is newly incorporated i.e. on 3rd September 2007, the first financials are yet to be
prepared.
NAKSHTRA LOGISTICS PRIVATE LIMITED
This Company was incorporated under the Companies Act on December 19, 2007.
As stated in the main objects contained in its Memorandum of Association, this company is permitted to
interalia carry on the business of logistics, supply chain, packers, distribution, clearing and forwarding
agents, customs house agents, cargo movers, cargo agents, freight brokers, . and of constructing,
developing, operating, managing, acquiring selling, leasing, renting warehouses of any kind, including
industrial warehouses.
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern :
202
SHOPPING. AND BEYOND. TM
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
:
Name of Shareholder
Percentage Shareholding (%)
Palm Shelter Estate Development Private Limited
99.99
0.01
Palm Shelter Estate Development Private Limited
Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C. Raheja and Mr. Sunil M Hingorani.
Financial Performance
Since the Company is newly incorporated i.e. on 19th December 2007, the first financials are yet to be
prepared.
OPULENCE WAREHOUSING AND LOGISTICS PRIVATE LIMITED
This Company was incorporated under the Companies Act on December 3, 2007.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
interalia carry on the business of constructing, developing, operating, managing, acquiring selling, leasing,
renting warehouses of any kind, including industrial warehouses, and of logistics, supply chain, packers,
distribution, clearing and forwarding agents, customs house agents, cargo movers, cargo agents, freight
brokers amongst others. .
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern :
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is :
Name of Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
Percentage Shareholding (%)
99.99
0.01
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ravi C Raheja and Mr. Neel C Raheja.
Financial Performance
Since the Company is newly incorporated i.e. on 3rd December 2007, the first financials are yet to be
prepared.
SUPPORT PROPERTIES PRIVATE LIMITED
203
SHOPPING. AND BEYOND. TM
This Company was incorporated under the Companies Act on November 2, 2007.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on the business of interalia builders, real estate developers, erectors, constructors of buildings,
houses, apartments ., and business as developers of infrastructure and other facilities for Information
Technology and Information Technology Enabled Serviced entities
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is :
Name of Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
Percentage Shareholding (%)
99.99
0.01
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ramesh M Valecha and Mr. Yasin E Virani.
Financial Performance
Since the Company is newly incorporated i.e. on 2nd November 2007, the first financials are yet to be
prepared.
SUSTAIN PROPERTIES PRIVATE LIMITED
This Company was incorporated under the Companies Act on November 1, 2007.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
interalia carry on the business of builders, real estate developers, erectors, constructors of buildings,
houses, apartments and business as developers of infrastructure and other facilities for Information
Technology and Information Technology Enabled Serviced entities
This Company is a part of the K. Raheja Corp. Group
Shareholding Pattern :
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
:
Name of Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Joitly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja.
Total
Percentage Shareholding (%)
99.99
0.01
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ramesh M Valecha and Mr. Yasin E Virani.
Financial Performance
204
SHOPPING. AND BEYOND. TM
Since the Company is newly incorporated i.e. on 1st November 2007, the first financials are yet to be
prepared.
ROBUST LOGISTICS AND WAREHOUSING PRIVATE LIMITED
This Company was incorporated under the Companies Act on December 17, 2007.
As stated in the main objects contained in its Memorandum of Association, this company is permitted to
interalia carry on the business of constructing, developing, operating, managing, acquiring selling, leasing,
renting warehouses of any kind, including industrial warehouses and of logistics, supply chain, packers,
distribution, clearing and forwarding agents, customs house agents, cargo movers, cargo agents, freight
brokers, .
This Company is a part of the K. Raheja Corp. Group..
Shareholding Pattern :
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offerwith SEBI is :
Name of Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
Percentage Shareholding (%)
99.99
0.01
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offerwith SEBI
comprises Mr. Ravi C. Raheja and Mr. Sunil M Hingorani.
Financial Performance
Since the Company is newly incorporated i.e. on 17th December 2007, the first financials are yet to be
prepared.
EXPANSE PROPERTIES PRIVATE LIMITED
This Company was incorporated under the Companies Act on January 11, 2008.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
interalia carry on the business of builders, real estate developers, erectors, constructors of buildings and
apartments , as developers of land, buildings, immovable properties and real estates by constructing,
altering, improving, and maintaining industrial parks, growth centers, offices, flats, houses, factories,
warehouses, buildings, with a view to establish and provide office space and infrastructure.
This Company is a part of the K. Raheja Corp. Group .
Shareholding Pattern :
The shareholding pattern o this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Percentage Shareholding (%)
99.99
0.01
205
SHOPPING. AND BEYOND. TM
Jtly with Chandru L. Raheja Jtly with Mrs. Jyoti C.
Raheja
Total
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with
SEBIcomprises Mr. Ghansham T. Makhijani, Mr. Ramesh M Valecha and Mr. Arvind Prabhu.
Financial Performance
Since the Company is newly incorporated i.e. on 11th January 2008, the first financials are yet to be
prepared.
PRAMAAN PROPERTIES PRIVATE LIMITED
This Company was incorporated under the Companies Act on January 16, 2008.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
interalia carry on the business of builders, real estate developers, erectors, constructors of buildings,
houses, apartments and structures being residential, office, industrial, institutional or commercial, hotel,
shopping mall and business as developers of real estate , altering, improving, maintaining industrial parks,
offices, amongst others with a view to provide office space, infrastructure and other facilities for
Information Technology and Information Technology Enabled Serviced entities and other business, trade,
manufacture or process.
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern :
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
Percentage Shareholding (%)
99.99
0.01
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ghansham T. Makhijani, Mr. Sunil M Hingorani and Mr. G. G. Kukreja
Financial Performance
Since the Company is newly incorporated i.e. on 16th January 2008, the first financials are yet to be
prepared.
NIRANKAR PROPERTIES PRIVATE LIMITED
This Company was incorporated under the Companies Act on January 21, 2008.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
interalia carry on the business of builders, real estate developers, erectors, constructors of buildings,
houses, apartments and structures being residential, office, industrial, institutional or commercial, hotel,
shopping mall and as developers of land, buildings, immovable properties and real estates by constructing,
206
SHOPPING. AND BEYOND. TM
altering, improving and maintaining industrial parks, growth centers, offices, flats, houses, factories,
warehouses, buildings, with a view to establish and provide office space, infrastructure and other facilities
for Information Technology and Information Technology Enabled Service entities.
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Palm Shelter Estate Development v
Palm Shelter Estate Development Private Limited
Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
Percentage Shareholding (%)
99.99
0.01
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ghansham T. Makhijani, Mr. Sunil M Hingorani and Mr. Arvind Prabhu.
Financial Performance
Since the Company is newly incorporated i.e. on 21st January 2008, the first financials are yet to be
prepared.
FRESCO PROPERTIES PRIVATE LIMITED
This Company was incorporated under the Companies Act on April 19, 2007. 100% of its shareholding has
been recently purchased by K. Raheja Corp Group in February, 2008.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
interalia carry on the business of builders, real estate developers, erectors, constructors of buildings,
houses, apartments and structures being residential, office, industrial, institutional or commercial, hotel,
shopping mall and business as developers of real estate , altering, improving, maintaining industrial parks,
offices, amongst others with a view to provide office space, infrastructure and other facilities for
Information Technology and Information Technology Enabled Serviced entities and other business, trade,
manufacture or process.
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
Percentage Shareholding (%)
99.99
0.01
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ramesh M. Valecha and Mr. B. Ravindernath.
207
SHOPPING. AND BEYOND. TM
Financial Performance
Since the Company is newly incorporated i.e. on 19th April, 2007, the first financials are yet to be prepared.
FEAT PROPERTIES PRIVATE LIMITED
This Company was incorporated under the Companies Act on April 19, 2007. 100% of its shareholding has
been recently purchased by K. Raheja Corp Group in February, 2008.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
interalia carry on the business of builders, real estate developers, erectors, constructors of buildings,
houses, apartments and structures being residential, office, industrial, institutional or commercial, hotel,
shopping mall and business as developers of real estate , altering, improving, maintaining industrial parks,
offices, amongst others with a view to provide office space, infrastructure and other facilities for
Information Technology and Information Technology Enabled Serviced entities and other business, trade,
manufacture or process, business of warehousing and logistics,
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Palm Shelter Estate Development Private Limited
Palm Shelter Estate Development Private Limited
Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja
Total
Percentage Shareholding (%)
99.99
0.01
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ramesh M. Valecha and Mr. B. Ravindernath.
Financial Performance
Since the Company is newly incorporated i.e. on 19th April, 2007, the first financials are yet to be prepared.
REGIONAL AIRPORTS INDIA PRIVATE LIMITED (FORMERLY KNOWN AS FALCON
AIRPORT DEVELOPERS PRIVATE LIMITED)
This company was incorporated with the name Falcon Airport Developers Private Limited under the
Companies Act on February 26, 2007. Subsequently, its name was changed to Regional Airports India
Private Limited. 100% of its shareholding has been recently purchased by K. Raheja Corp Group in
February, 2008.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of interalia designing , , , building , remodelling, operating , maintaining airports,
, air traffic equipment, traffic terminals, roads, railways, highways, tunnels, and /or any other structural
or architectural work, , design, , , build, develop, operate, and /or market recreational facilities, social
infrastructure, hotels and commercial facilities .
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern :
208
SHOPPING. AND BEYOND. TM
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
Name of Shareholder
Percentage Shareholding (%)
Palm Shelter Estate Development Private Limited
99.99
Palm Shelter Estate Development Private Limited
0.01
Jointly with Mr. Chandru L. Raheja Jointly with
Mrs. Jyoti C. Raheja
Total
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises Mr. Ghansham T. Makhijani , Mr. Ramesh M. Valecha and Mr. Vinod N. Rohira.
Financial Performance:
Particulars
Year Ended March 31
2005
2006
2007
(in Rs. Millions, except per share data)
N.A.
N.A.
NIL
N.A.
N.A.
(0.03)
N.A.
N.A.
(0.10)
N.A.
N.A.
(0.03)
N.A.
N.A.
(2.91)
N.A.
N.A.
7.09
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
This company has incurred loss for the year mentioned in the above table on account of overhead expenses
incurred.
ATHAK PROPERTIES PRIVATE LIMITED
This Company was incorporated under the Companies Act on January 31, 2008.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
interalia carry on the business of builders, real estate developers, erectors, constructors of buildings,
houses, apartments and structures being residential, office, industrial, institutional or commercial, hotel,
shopping mall and business as developers of real estate , altering, improving, maintaining industrial parks,
offices, amongst others with a view to provide office space, infrastructure and other facilities for
Information Technology and Information Technology Enabled Serviced entities and other business, trade,
manufacture or process.
This Company is a part of the K. Raheja Corp. Group.
Shareholding Pattern :
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
Name of Shareholder
Percentage Shareholding (%)
Palm Shelter Estate Development Private Limited
99.99
0.01
Palm Shelter Estate Development Private Limited
Jtly with Mr. Chandru L. Raheja Jtly with Mrs.
Jyoti C. Raheja
Total
100
The Board of Directors of this company as on the date of filing of this Prospectus with SEBI comprises Mr.
Ghansham T. Makhijani, Mr. Ramesh M. Valecha and Mr. G. G. Kukreja.
Financial Performance
209
SHOPPING. AND BEYOND. TM
Since the Company is newly incorporated i.e. on 31st January 2008, the first financials are yet to be
prepared.
TIMEZONE ENTERTAINMENT PRIVATE LIMITED
This Company was incorporated under the Companies Act on October 09, 2003.
As stated in the main objects contained in its Memorandum of Association this company is permitted to
carry on the business of establishing, running or managing a chain of family entertainment, recreation and
leisure centres, amusement parks and complexes offering a variety of entertainment facilities including
video games, redemption games , joy rides, to carry on the business of entertainers, restaurants, cafe, sports
bar, licensed victuallers and caterers for entertainment centres, amusement parks and complexes,
establishing or managing other places of amusement and recreation including for sports and similar
activities, developing , procuring, offering , selling video games on the internet, offering all types of
entertainment facilities to the public including tourists, and to provide services and facilities of all kinds
that may be required for the entertainment industry in India or outside India and to carry on the business of
manufacturers, sellers, wholesalers, retailers, distributors, importers, exporters, suppliers, dealers or brokers
of amusement machines, all types of video games , redemption games, computer games, including games
on the internet, cable-net, other types of games, equipment and attractions for entertainment and all types
of software and hardware required for these machines and equipments.
Timezone is engaged in the business of setting-up and operating family entertainment center that offers
interactive gaming facilities.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Shareholder
Louisiana Investments & Finance Private Limited
Avel Pty Limited
Aberdee Pty Limited
Shopper”s Stop Limited
Leisure & Allied Industries Private Limited
Total
Percentage Shareholding (%)
5.00
0.37
31.47
45.00
18.16
100
The Board of Directors of this company as on the date of filing of this Draft Letter of Offer with SEBI
comprises of Mr. Malcolm Steinberg, Mr. C B Navalkar, Mr. Vivek Mathur and Mr. Martin Pratt.
Financial Performance:
The financial performance of Timezone Entertainment Private Limited for last three years is given below:
Particulars
Rs. In Millions (except earning per share)
Financial Year ending March 31
2007
67.536
2006
47.513
2005
32.875
-
-
-
Profit/(Loss) after tax
(20.477)
(10.329)
(6.498)
Equity Capital
147.340
9.956
5.531
Sales and other Income
Reserve and Surplus
210
SHOPPING. AND BEYOND. TM
Profit & Loss Debit Balance
(37.409)
(16.932)
(6.603)
Net Worth
109.931
(6.976)
(1.072)
(1.39)
(10.37)
(11.75)
0.00746
(0.00701)
(0.00194)
Earning (Loss)per share of Rs. 10/- each
Book value per share
PARTNERSHIP FIRMS
K. RAHEJA PROPERTIES
The firm was constituted vide a Deed of Partnership dated December 1, 1998, under the Indian Partnership
Act, 1932 and was re-constituted vide deed of partnership dated June 1, 2002. The firm is currently in the
business of dealing in real estate properties.
Partners:
Names of Partner
Partner’s Share
(%)
10.00
10.00
2.00
2.00
2.00
10.00
10.00
10.00
10.00
10.00
20.00
4.00
100.00
K. Raheja Private Limited
Ivory Properties & Hotels Private Limited
Chandru L. Raheja
Neel C. Raheja
Ravi C. Raheja
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan Trading Private Limited
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
K. Raheja Corp Private Limited
Palm Shelter Estate Development Private Limited
Total
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended On March 31,
Particulars
2005
2006
2007
(in Rs. Millions)
Sales and Other Income
109.82
104.42
131.21
0.49
0.92
2.65
(515.55)
(426.83)
(482.33)
Profit/(Loss) after tax
Partners’ Capital Account
K. RAHEJA PROPERTIES AND FINANCE
211
SHOPPING. AND BEYOND. TM
The firm was constituted vide a Deed of Partnership dated March 16, 1984, under the Indian Partnership
Act, 1932 under the name Ideal Enterprises and was re-constituted vide deeds of partnership dated June 4,
1984, November 5, 1992 and December 20, 1996 read together with supplementary deeds dated, April 6,
1993 and June 1, 2002. The firm is engaged in the business of trading in real estate.
Partners:
Names of Partner
Partner’s Share
(%)
15.00
10.00
7.00
7.00
15.00
15.00
7.00
7.00
7.00
10.00
100.00
K. Raheja Private Limited
Chandru Lachmandas (HUF)
Ravi C. Raheja
Neel C. Raheja
K. Raheja Corp Private Limited
Ivory Properties & Hotels Private Limited
Palm Shelter Estate Development Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Capstan Trading Private Limited
Total
Financial Performance
The financial performance of this firm for last three years is as below:
Particulars
Year Ended/ As On March 31,
2005
2006
2007
(in Rs. Millions)
Sales and Other Income
2.57
5.48
5.48
Profit/(Loss) after tax
(0.04)
(0.07)
(0.27)
Partners’ Capital Account
(5.81)
18.89
(0.30)
K. RAHEJA SALES
The firm was constituted vide a deed of partnership dated on October 03, 1981 under the Indian Partnership
Act, 1932 and was re-constituted vide deeds of partnership dated September 1, 1985, December 4, 1987,
November 1, 1990, April 2, 1992, November 5, 1992 and January 4, 1997 read together with
supplementary deed dated April 6, 1993 and deeds of retirement dated October 31,1987, December 26,
1996. The firm is presently non operational. It was earlier engaged in the business of marketing and sales
for the Group.
Partners:
Names of Partner
Partners’ Share
(%)
20.00
K. Raheja Private Limited
212
SHOPPING. AND BEYOND. TM
Neel Estates Private Limited
K.R. Consultants Private Limited
Casa Maria Properties Private Limited
Ravi C. Raheja
Neel C. Raheja
Chandru L. Raheja
K. Raheja Corp Private Limited
Ivory Properties & Hotels Private Limited
Capstan Trading Private Limited
Total
10.00
10.00
5.00
10.00
10.00
10.00
10.00
10.00
5.00
100.00
Financial Performance
The financial performance of this firm for last three years is as below:
Year Ended March 31
2006
2007
(in Rs. millions)
0.013
0.0008
Nil
(0.01)
0.000593
(0.000362)
0.05
0.02
0.016
Particulars
2005
Sales/ Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
Trusts
CHARITABLE TRUST
K. RAHEJA CORP FOUNDATION
This trust was settled on February 25, 2002. The Indenture was made between “the settlor” Mrs. Jyoti C.
Raheja and “the trustees” Mr. Chandru L. Raheja, Mr. Ravi C. Raheja and Mr. Neel C. Raheja. This trust
has been established for charitable purposes.
FINANCIAL PERFORMANCE
The financial performance of this trust for last three years is as below:
Year Ended March 31
2006
(in Rs. millions)
0.000912
0.51
0 000902
0.0039
0.025
0.025
0.002235
0.006183
Particulars
2005
Gross Receipts of the Trust and Other Income
Surplus/(Deficit) After Tax
Trust Funds
Income & Expenditure A/C
2007
0.10
0.001254
0.025
0.007437
PRIVATE TRUST
IVORY PROPERTY TRUST
This trust was settled on July 8, 2004. The Indenture was made between “the settlor” Mr. Chandru L.
Raheja and “the trustees” Mr. Chandru L. Raheja, Mrs. Jyoti C. Raheja and Ivory Properties and Hotels
Private Limited. The beneficiaries are Mr. Chandru L. Raheja, Mrs. Jyoti C. Raheja, Mr. Ravi C. Raheja
and Mr. Neel C. Raheja.
Financial Performance:
213
SHOPPING. AND BEYOND. TM
Particulars
Year Ended March 31
2006
(in Rs. millions)
Nil
Nil
(0.013)
(0.06)
0.1
0.1
(0.013)
(0.073)
2005
Gross Receipts of the Trust and Other Income
Surplus/(Deficit) After Tax
Trust Funds
Income & Expenditure A/C
214
2007
Nil
(0.07)
0.1
(0.14)
SHOPPING. AND BEYOND. TM
OTHER ENTITIES PROMOTED BY THE PROMOTERS
The Promoters have certified that pursuant to a family arrangement dated December 9, 1996 (the
“Arrangement”) executed between G.L. Raheja, Sandeep G. Raheja, Durga S. Raheja, Sabita R. Narang
(Nee Sabita G. Raheja) and Sonali N. Arora (Nee Sonali G. Raheja) representing the G.L. Raheja family
(the ‘G.L. Raheja family’) and C.L. Raheja, Jyoti C. Raheja, Ravi C. Raheja and Neel C. Raheja
representing the C.L. Raheja family (the “C.L.Raheja family”), all the immovable properties, businesses
and assets, including shareholding and ownership of companies mentioned in the said Arrangement, which
were jointly owned and controlled by both the families prior to the said 9 December, 1996 (hereinafter
collectively the “Properties”), were distributed between these two families by their mutual consent in
accordance with what was agreed interalia between both the families in documents / writings dated April 5,
1996 and November 16, 1996. (the “Writings”). The Promoters have clarified that all the Properties have
been fully and completely distributed and vested in accordance with the Arrangement including the
completion of the formality of documentation.
The following are the Properties that were so distributed and vested: (As listed in the Arrangement):
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
Ivory Properties & Hotels Limited,
Kenwood Hotels Private Limited
Marble Arch Properties & Hotels Private Limited
K. Raheja Private Limited (Excluding Construction House-A, Construction House-B, Rosemary,
Sett Villa, Matheran & A.D. Sheth T.D.R.)
Beach Haven Properties Private Limited
Upasna Trading Private Limited
Ferani Hotels Limited
Unique Estate and Development Co. Limited
Palmgrove Beach Hotels Limited
3 Flats - Girnara Front Wing - A (S.K. Estates Private Limited)
Ajanta Inn & Properties Private Limited
Greenfield Hotels & Estates Private Limited
Paramount Hotels Limited
Palmshelter Estate Development Private Limited
Tropicana Properties Limited
Parkview Developers
Makewaves Sea Resort Private Limited
Rahi Hotels Limited
K.R. Hotels & Estates Private Limited
K. Raheja Estates Private Limited
Pete N. Lou, Bandra
Ryewood Bungalow, Lonavala
Sett Villa, Matheran
Wallace Apartments - 1 Flat
Nepean House - 2 Flats
Matulya Center - Unit
Mulgaonkar Bungalow, Khandala
Rosemary office, Bandra
Karishma Office, Khar
Daffodils Ground Floor Flat
Neel Apartments Flat
Garden View 602
Cupid Unit No.1
6 B Navratan, Lonavala
Greenwood Bungalow, Matheran
Construction House-A, Khar
215
SHOPPING. AND BEYOND. TM
37. Construction House-B, Khar
38. Nectar Flat, Bandra
In some cases due to family disputes and differences, certain further assurances and follow-up action in
relation to the companies/ entities/ properties etc. as mentioned aforesaid was not completed and is
outstanding till the date of this Draft Letter of Offer. These matters are more specifically:
(a) In respect of a few of the immovable properties documentation and/or possession in favour of the
respective families was not completed/handed over;
(b) In respect of few of the Properties, some documents, papers, certificates and deeds in respect of the said
Properties were not exchanged between the respective families. In respect of the same, certain
correspondence has been exchanged between the C. L. Raheja Group and the G. L. Raheja group.
Additionally, certain suits have been filed by the G. L. Raheja group against some of our Promoters, where
delivery of certain documents has been sought. We have been informed by our Promoters that replies to the
same are yet to be filed. For further details, please refer to the section titled “ Outstanding Litigations and
Material Developments” beginning on page 448 of this Draft Letter of Offer;
(c) While transferring shares of certain companies that formed part of the Properties, according to the
Promoters certain immovable properties and assets remained to be valued.
(d) Certain of the Properties distributed also carried with them the responsibility of making repayment of
certain third party loans and liabilities. While the Properties and the loans and liabilities may have been
distributed to one family group, the loans and liabilities may still be secured by certain guarantees and
other securities which were provided by the other family group, which guarantees and securities had to
be released as per the Arrangement. While releases in respect of such guarantees and securities have
been done in most cases, there may be certain cases where the formalities of such release were not
completed by the concerned family
Contentions in this regard may have been raised by the two families.
Further, as on the date of this Draft Letter of Offer, apart from the Properties there are certain other
properties and entities:
(a) which are jointly owned and controlled by both the families (the “Mumbai Undivided Properties and
Entities”) and are not distributed, although the C.L. Raheja family and the G. L. Raheja family had
agreed to carry out the said distribution pursuant to the Writings and/or the Arrangement; and
(b) which are jointly owned and controlled by both the families together with the family of their brother-inlaw (sister’s family) (the “Southern Undivided Companies and Entities”) and are not distributed,
although the C.L. Raheja family and the G. L. Raheja family had agreed to carry out the said
distribution pursuant to the Writings and/or the Arrangement, which has also been confirmed by the
family of their brother-in-law (sister’s family) in various affidavits filed in relation to pending
litigations details of which are more particularly disclosed in the section titled “Outstanding
Litigations” beginning on page 448 of this Draft Letter of Offer.
The separation/distribution of which is pending due to family differences and disputes.
Consequent to the above the complete and full implementation of the aforesaid Writings was not
completed. Therefore there could arise from time to time claims and counterclaims, between the C.L.
Raheja family and the G.L. Raheja family with respect to such entities. The Company understands
from the Promoters that the existence, value and impact of the same cannot be presently ascertained.
There are however some existing allegations, claims and counterclaims which are pending between the
C.L. Raheja family and the G.L. Raheja family. For more detailed information please see section titled
216
SHOPPING. AND BEYOND. TM
“Outstanding Litigations and Material Developments” beginning on page 448 of this Draft Letter of
Offer.
As matters relating to the above are inter se between the Promoters and the G.L. Raheja group, the
Promoters believe that except for the dispute relating to the premises from which we operate our store
in Bangalore referred to in the section titled “Outstanding Litigations and Material Developments” and
the disputes relating to K. R. Trends (a division of Upasna Trading Limited, a subsidiary of the
Company) referred to in the section titled “Outstanding Litigations”, the same would not in any way
impact the properties, business, assets and finances of our Company.
However, since these entities were co promoted by some of the Promoters, consequently they could be
treated as companies promoted by the Promoters within the ambit of SEBI Guidelines. The Promoters
alone are not in ownership and control of these entities and these are subject matter of the abovementioned family differences and disputes.
MUMBAI UNDIVIDED PROPERTIES AND ENTITIES
The Mumbai Undivided Properties and Entities comprise of various companies, partnership firms and
trusts. The registered office / office of most of the said Mumbai Undivided Properties and Entities
continues to be at the office of the Promoters at Construction House A, Khar, Mumbai (which used to be
the registered office of those entities even prior to the aforesaid distribution).
The following are the Mumbai Undivided Entities and Properties that are yet to be distributed and vested:
UNDIVIDED ENTITIES PARTNERSHIP FIRMS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
Alankar Enterprises
Crystal Corporation & Everest Enterprises
Crown Enterprises
Evergreen Construction
Honey Dew Corporation
Kenwood Enterprises
K. Raheja Financiers & Investors
K. R. Finance
K. R. Properties & Investments
K. R. Sales Corporation
Marina Corporation
Oriental Corporation
Powai Properties
R. M. Development Corporation
Ruby Enterprises
Satguru Enterprises
LIMITED COMPANIES
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Canvera Properties Private Limited
Carlton Trading Private Limited
Debonair Estate Development Private Limited
Dindoshila Estate Developers Private Limited
East Lawn Resorts Limited
Fems Estate (India) Private Limited
Hill Queen Estate Development Private Limited
Juhuchandra Agro & Development Private Limited
K. R. Consultants Private Limited
K. R. Developers Private Limited
217
SHOPPING. AND BEYOND. TM
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
K. Raheja Trusteeship Private Limited
Lakeside Hotels Limited
Nectar Properties Private Limited
Neel Estates Private Limited
Oyster Shell Estate Development Private Limited
Peninsular Housing Finance Private Limited
Rendevous Estate Private Limited
Raheja Hotels Limited
Sea Breeze Estate development Private Limited
Sevaram Estate Private Limited
S. K. Estates Private Limited
Springleaf Properties Private Limited
Suruchi Trading Private Limited
Wiseman Finance Private Limited
ASSOCIATION OF PERSONS
1.
K. Raheja Investments & Finance
TRUSTS
Charitable Trusts
1.
2.
K. R. Foundation
Raheja Charitable Trust
Private Trusts
1.
2.
3.
4.
5.
6.
7.
Lachmandas S. Raheja Family Trust
L. R. Combine
S. R. Combine
Reshma Associates
R. N. Associates
R. K. Associates
Various discretionary trusts (about 288 in number)
Undivided Properties
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Bungalow No.43 at Lonavala
Busheri Plot
Jitendra Seth TDR
Girnara ‘C’ Wing
Agricultural land at Bangalore
Agricultural land at Pune
Agricultural land at Coimbatore
Nancy Rego Plot
IOB Bandra Premises
IOB Santacruz Premises
Nataraj TDR Project
In respect of the Mumbai Undivided Entities, the Promoters have provided information to the extent
available with them. Further information was sought from the G. L. Raheja family at the time of the Initial
Public Offering by our Company by the Lead Merchant Bankers vide their letters dated December 1, 2004
and December 10, 2004. G. L. Raheja responded to the same vide his letters dated December 8, 2004,
December 14, 2004 and December 18, 2004, which information provided by the G. L. Raheja family was
considered by the Promoters in preparing the disclosures in relation to the Mumbai Undivided Entities.
218
SHOPPING. AND BEYOND. TM
Some or all of the information so disclosed by the Promoters are disputed by the G. L. Raheja family and
correspondence has been exchanged between the two families in this regard. In the circumstances the
Promoters have not certified the completeness and accuracy and therefore the correctness of the
information provided in relation to the Mumbai undivided Entities. Our Promoters have also approached
Mr. GL Raheja prior to the filing of this Draft Letter of Offer with SEBI, vide letter dated December 06,
2007, wherein they have sought information relating to the Mumbai Undivided Entities as well as
confirmation and updation of the information contained in an annexure to the said letter. Mr. GL Raheja
has, vide his reply dated December 20, 2007, has stated that the disclosure made in the Prospectus at the
time of the initial public offering of our Company was a distortion of true and fair picture of the Mumbai
Undivided Entities, and therefore, the information contained in the Draft Letter of Offer, based on the
information contained in the Prospectus cannot but be a distortion of facts. Mr. G.L. Raheja has, in his
aforementioned letter dated December 20, 2007, further stated that factually, all papers, records and
documents relating to the MUEs have, except in certain identified cases, always been with and continue to
be with the C.L. Raheja Group, which has been denied and disputed by our Promoters vide letter dated
December 26, 2007 written by one of Promoters to Mr. GL Raheja. Mr. GL Raheja has, in the
aforementioned letter also declined from confirming or admitting the correctness or authenticity of the
information which has been set out in the annexure to the letter dated December 06, 2007 mentioned above.
All contentions and allegations raised by Mr. GL Raheja in his letter dated December 20, 2007 have been
disputed and denied by our Promoters vide the aforementioned letter dated December 26, 2007.
Since the time of the said distribution, these entities are largely dormant except for certain transactions like
repayment of borrowings, sale of stock in trade, suit filed for recovery of amounts and administrative
overheads, etc. Further members of both the families have separately operated bank accounts of some of
those entities.
Both the families have separately in their possession various documents, papers, records, assets, etc. of the
said Mumbai Undivided Properties and Entities which has made the finalisation of accounts, audit, filing of
various returns and forms with different authorities and various other statutory compliances difficult and
has resulted in the same not having been completed for several years. Several filings and compliances have
not been made due to the said family disputes and the fact that the C.L. Raheja Family alone is not in
ownership and control of the said Mumbai Undivided Entities. The G. L. Raheja family has however
contended that the C. L. Raheja family attempted to wrongly assume control over such Mumbai Undivided
Entities.
The promoters have denied the allegations of the G. L. Raheja family as (a) under the Writings there is an
understanding / agreement with regard to all the entities /assets as to each family having equal ownership /
interest / right in the said entities / assets (which is irrespective of the actual shareholding / beneficial
interest / ownership in each entity / asset) and (b) both the families have separately in their possession
various documents, papers, records, assets, etc. of the Mumbai Undivided Properties and Entities which has
made the finalisation of accounts, audit (other than Wiseman Finance Private Limited which is
professionally managed), filing of various returns and forms with different authorities and various other
statutory compliances difficult and has resulted in the same not having been completed for several
years. In the circumstances, the Promoters have denied the allegations of the G. L. Raheja family and
have maintained that C. L. Raheja family cannot exercise and hence are not in sole control of the entities
and are in fact in joint control of the entities with the G.L. Raheja family. The C.L. Raheja family has
maintained that the C.L. Raheja family is not solely in control of these entities which is also strongly
evidenced by a number of factors: (a) Where companies have existing directors, the same interalia belong
to both the families and usually equally. In this regard please see the details of directors stated provided in
the chapter on Mumbai Undivided Entities between pages 217 to 317 (b) The equity shareholdings of the
companies which are part of Mumbai Undivided Entities are of both families and usually where neither the
G.L. Raheja family nor the C.L. Raheja family individually has a majority. In this regard please see the
details of equity shareholding pattern stated in the chapter on Mumbai Undivided Entities between pages
217 to 317. Even in relation to some of the companies where the C.L. Raheja family has a majority in such
Mumbai Undivided Entities, they have not exercised unilateral control in deference to the G.L. Raheja
family’s request and requirement that the same should be in joint control as per the family settlement
documents. (c) The partners of the partnership firms of the Mumbai Undivided Entities are inter alia of both
219
SHOPPING. AND BEYOND. TM
families. In this regard please see the list of partners in partnership firms stated in the chapter on Mumbai
Undivided Entities between pages 217 to 317. (d) For the last few years accounts have not been finalized
and audited (other than in the case of Wiseman Finance Private Limited, which is professionally managed
although the same is disputed by the G. L. Raheja family) because of lack of co-operation between both the
families and in the correspondence exchanged between them, the G.L. Raheja family have time and again
maintained that the accounts need to be jointly finalised. The G.L. Raheja family has in fact restrained the
auditors from finalizing the accounts unless they have approved and signed the accounts of the entities. (e)
Members of both the families are authorized signatories to the bank accounts and have separately operated
the accounts. In the years 1997 - 2000, the G.L. Raheja family had on a number of occasions operated the
Bank accounts and made number of debit / credit entries unilaterally in relation to the Bank accounts of a
number of Mumbai Undivided Entities. (f) Use of letter heads relating to the said Mumbai Undivided
Entities. On a number of occasions, for instance while requesting for fresh cheque books to be issued in the
G.L. Raheja family’s favour, letter heads in relation to the Mumbai Undivided Entities have been used by
their family. (g) Further when Allied (Garments) Exports Industries Private Limited exercised their option
to acquire certain flats in Ashirwad 2, Versova, Andheri (West) held by K.R. Developers Private Limited (a
Mumbai Undivided Entity), both the families jointly accepted the exercise of the option and the execution
of the related documents. This is only one instance of a transaction in relation to the Mumbai Undivided
Entities where joint signatures were taken for the purpose of sale of properties. (h) Even in circumstances
where the Promoters have made any tax filings in relation to the Mumbai Undivided Entities, they have
always maintained the fact that they are not in sole control of the Mumbai Undivided Entities and that the
responsibility for all the tax delays and filings is both the families. (i) Further the Promoters have learnt that
the G.L. Raheja family has signed tax deduction at source certificates (Form 16A) in certain cases and the
Promoters have also been informed by the G. L. Raheja that he has filed income tax returns in the case of
one of the entities. (j) Further even after the Arrangement certain bank accounts have been jointly opened in
relation to the Mumbai Undivided Entities. (k) Further the G.L. Raheja family has also in the year 1998
written to the Promoters and to the auditors directing not to finalise and audit the accounts unless their
family had approved and signed the same.
The registered office of most of the Mumbai Undivided Entities continues to be at Construction House ‘A’
since the Entities are yet to be divided and these companies have not been in a position to complete any of
the statutory registers in the absence of meetings and sharing of data between the families.
Various private trusts were constituted, under which the members of the K. Raheja Corp Group were, along
with certain other persons, beneficiaries. These private trusts were so organized such that only one trust was
engaged in the carrying on of business. Some of these trusts were also partners in partnership firms (for the
purpose of sharing in the profits and losses, although not involved in the day to day operation of the
business of such partnership firms). The other remaining trusts were only direct or indirect beneficiaries of
the aforesaid private trust carrying on business. We understand from the Promoters that while the affairs of
the private trust which was carrying on business have been wound up and also the trusts which were
partners in some partnership firms have ceased to be partners and complete distribution of assets has also
taken place, in some of the beneficiary trusts, though the date of distribution of assets have passed, due to
the pending disputes between the C. L. Raheja family and the G. L. Raheja family certain assets are yet to
be distributed. Our Promoters believe that the amounts involved in these trusts are insignificant and are not
expected to have any material impact on our Company or our Promoters.
The existence, value, impact and resulting liability, if any with regard to any such claims involving the
Mumbai Undivided Properties and Entities cannot be ascertained as on the date of this Draft Letter of
Offer. Further due to the nature of the family disputes and given that follow-up action with respect to the
distribution of the Mumbai Undivided Entities was not completed and is outstanding as on the date of this
Draft Letter of Offer the Promoters have disclosed all information available with them which will not be
complete and accurate with respect to the Mumbai Undivided Entities.
MUMBAI UNDIVIDED ENTITIES
1.
CANVERA PROPERTIES PRIVATE LIMITED
220
SHOPPING. AND BEYOND. TM
This company was incorporated under the Companies Act on March 22, 1985. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry on business of
builders, contractors, erectors, constructors, developers of housing schemes, holiday resorts, offices,
townships, hotels, decorating and maintaining amongst others flats, factories, shops, offices, hospitals and
to deal in land and house property.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations except
compensation received in respect of a plot of land during the financial years ended March 31, 2002 and
March 31, 2004. During all or any of the financial years ended March 31, 1995, March 31, 1996 and March
31, 1997 this company’s business activities comprised of some of the activities mentioned in its main
objects.
Shareholding Pattern
The equity shareholding pattern of this company based, on the annual return filed with the ROC containing
information as of September 25, 1995 (which is the date of the annual general meeting as shown in the
annual return) is set out below. To the knowledge of the C.L. Raheja Group this is the last annual return
filed with the ROC prior to the Arrangement:
Names of Shareholders
Percentage
Shareholding (%)
33.33
33.33
33.34*
100
Mr. Rajendra Kumar Kapur
Mr. Rameshchandra Nanalal Talati
Mr. Ashok G. Raheja
Total
* rounded off
Group
Others
Notes to the above chart:
1.
On the presumption that the shareholders have not transferred any equity shareholding in the said
company, it may be assumed that the shareholding pattern of this company even as on the date of the
Draft Letter of Offer continues to be the same as mentioned in the chart above. This statement is
subject to the understanding/agreement, contained in the Writings (referred to on page 215 of the
Draft Letter of Offer), between the two groups, as to each group having equal ownership/interest/
right in the said company (which is irrespective of the actual shareholding/beneficial
interest/ownership in such company.)
2.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this company
held on September 25, 1995 no further shareholders meetings have been held.
3.
In view of the failure to increase the paid-up capital in accordance with the provisions of section 3 of
the Act, this company is deemed to be a defunct company within the meaning of section 560 of the
Act, in which case the ROC would be entitled to strike off the name of this company from the
register. However, to the knowledge of the Promoters, this company has not received any
notice/letter from the ROC in this regard as on date of filing the Draft Letter of Offer.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 25, 1995 and the filing of the
last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 25, 1995 (which to the knowledge of the C. L. Raheja Group is the last
annual return filed prior to the Arrangement ) is set out below:
221
SHOPPING. AND BEYOND. TM
Names of Directors
Mr. Ashok G Raheja
Mr. Rajendra K. Kapur
Mr. Rameshchandra N. Talati.
Group
Others
Notes to the above chart:
1.
As per the articles of association of this private company none of the directors are liable to retire by
rotation. Consequently, it may be assumed that the directorship of this company as on the date of
filing of the Draft Letter of Offer continues to be the same as stated in the chart above.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 3, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 3, 1997 may be a point of dispute
between the C. L. Raheja family and the G. L. Raheja family.
Financial Performance
The financial performance of this company based on last available audited accounts is as below . The
final accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group
and C. L. Raheja Group.
Particulars
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
Nil
0.01
Nil
(0.005)
0.005
(0.009)
0.0006
0.0006
0.0006
(0.04)
(0.03)
(0.04)
(888.33)
785.58
(1424.50)
(6,313.50)
(5,528.00)
(6952.50)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005, 2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 the Draft Letter of Offer is as
below
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2005
2006
2007
Particulars
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.0021)
(0.0055)
(0.0056)
Earning Per Share (In Rupees)
(342.83)
(912.67)
As On 31st March,
(939.83)
2005
Equity Capital
0.0006
Reserves and Surplus
Book Value Per Share (In Rupees)
2.
2006
CARLTON TRADING PRIVATE LIMITED
222
2007
0.0006
0.0006
(2.01)
(2.02)
(2.03)
(336210.03)
(337122.70)
(338062.53)
SHOPPING. AND BEYOND. TM
This company was incorporated under the Companies Act on January 4, 1995. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry on business as
traders, dealers of merchandise, goods, articles, commodities, as exporters, importers, merchants of
building materials, hardware and other products mentioned therein.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of inter alia real estate development.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 25, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
Total
Percentage Shareholding (%)
50.00
50.00
100.00
Group
C. L. Raheja
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC containing
information as of September 27, 1997 which to the knowledge of the C. L. Raheja Group is the last
annual return filed after the Arrangement. The said annual return of 1997 contains reference to an
Annual general meeting held on September 27, 1997. The convening, holding and the business
transacted at the said annual general meeting of 1997 is a point of dispute between C. L. Raheja family
and the G. L. Raheja family and correspondence has been exchanged in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of filing the
Draft Letter of Offer which continues to be as set out above in the shareholding pattern. This statement
is subject to the understanding/ agreement, contained in the Writings between the two groups, as to
each group having equal ownership/interest/right in the said company (which is irrespective of the
actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this company
held on September 27, 1997 no further shareholders meetings have been held.
4.
In view of the failure to increase the paid-up capital in accordance with the provisions of section 3 of
the Act, this company is deemed to be a defunct company within the meaning of section 560 of the
Act. in which case the ROC would be entitled to strike off the name of this company from the register.
However, to the knowledge of the Promoters, this company has not received any notice/letter from the
ROC in this regard as on date of filing the Draft Letter of Offer.
5.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 27, 1997 and the filing of the
last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of annual
return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 25, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Group
223
SHOPPING. AND BEYOND. TM
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
G.L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC containing
the information as of September 27, 1997 which to the knowledge of the C. L. Raheja Group is the
last annual return filed after the Arrangement. The said annual return of 1997 contains reference to
an annual general meeting held on the said September 27, 1997. The convening, holding and the
business transacted at the said annual general meeting of 1997 is a point of dispute between C. L.
Raheja family and the G. L. Raheja family and correspondence has been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 3, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 3, 1997 is also a point of dispute between
the C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged in this
regard.
3.
As per the articles of association of this private company none of the directors are liable to retire by
rotation. Consequently, it may be assumed that the directorship of this company as on the date of
filing the Draft Letter of Offer continues to be the same as stated in the chart above.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Particulars
Year Ended March 31
1995*
1996
1997
(in Rs. millions, except share data)
Nil
Nil
Nil
(0.003)
(0.0009)
Nil
0.001
0.001
0.001
(0.003)
(0.004)
(0.004)
(291.30)
(89.00)
Nil
(1,241.30)
(1,330.30)
(1,330.30)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
*Information is for the period ended March 31, 1995
The financial performance of this company for the year ended March, 31 2005, 2006 and 2007 based
on unaudited, provisional and nonfinalised accounts and subject to notes mentioned on page 314 of
the Draft Letter of Offer is as below
(in Rs. Millions, except per share data)
Particulars
2005
Sales and Other Income
Year Ended On 31st March,
2006
Nil
Nil
2007
Nil
Profit / (Loss) after tax
Nil
Nil
Nil
Earning Per Share (in Rupees)
Nil
Nil
Nil
224
SHOPPING. AND BEYOND. TM
As On 31st March,
2006
2005
Equity Capital
Reserves and Surplus
Book Value Per Share (In Rupees)
3.
2007
0.001
0.001
0.001
(0.004)
(0.004)
(0.004)
(1,330.30)
(1,330.30)
(1,330.30)
DEBONAIR ESTATE DEVELOPMENT PRIVATE LIMITED
This company was incorporated under the Companies Act on June 26, 1982. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry on business of
builders, contractors, erectors, constructors of buildings, structures or residential, commercial or industrial
or developer of inter alia holiday resorts, townships, hotels, decorating, furnishing and maintaining amongst
others flats, factories, shops, offices, hospitals and to purchase, sell, lease, hire, exchange or otherwise deal
in land and house property.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations other
than sale of flat and shares . During all or any of the financial years ended March 31, 1995, March 31, 1996
and March 31, 1997 this company’s business activities comprised of inter alia sale of shares, trading in
shares, earning of interest income, cutting and polishing of marble and some of the activities mentioned in
its main objects.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 25, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Percentage
Shareholding
(%)
10.00
24.00
34.00
10.00
10.00
8.00
5.00
7.60
3.00
Group
Mr. Gopal L. Raheja jointly with Mr. Sandeep G. Raheja
G. L. Raheja
M/s. Greenfield Hotels & Estates Private Limited
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja jointly with Mrs. Jyoti C. Raheja
C. L. Raheja
Sub total of C. L. Raheja Group
M/s. Chandru L. Raheja on behalf of K. R. Sales Corporation.
M/s. Hill Queen Estate Development Private Limited
Mumbai
Undivided
M/s. K. R. Consultants Private Limited
Entities
Mr. Chandru L. Raheja Jointly with Gopal Lachmandas HUF
on behalf of K. R. Finance*
Sub total of Mumbai Undivided Entities
23.60
M/s. Raghubir Estates Private Limited**
24.00
M/s. Fortune Hotels & Estates Private Limited
8.00
Others
Mrs. Bindu K. Raheja Jointly withMr. Kishore L. Raheja
0.20
Mr. Rajendrakumar Rangiram Kapur***
0.20
Sub total of Others
32.40
Total
100.00
* In the annual return of 1997 it is mentioned as Chandru L. Raheja Gopal L. Raheja on behalf of K. R.
Finance.
** In the annual return of 1997 it is mentioned as M/s. Raghubir Estates & Investments P. Limited
*** In the annual return of 1997 it is mentioned as Rajendra Kumar Kapur
225
SHOPPING. AND BEYOND. TM
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 26, 1997 which to the knowledge of the C. L. Raheja Group
is the last annual return filed after the Arrangement. The said annual return of 1997 contains
reference to an annual general meeting held on September 26, 1997. The convening, holding and the
business transacted at the said annual general meeting of 1997 is a point of dispute between C. L.
Raheja family and the G. L. Raheja family and correspondence has been exchanged in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of filing
the Draft Letter of Offer which continues to be as set out above in the shareholding pattern. On the
presumption that the remaining shareholders have not transferred any equity shareholding in the said
company, it may be assumed that the shareholding pattern of the company even as on the date of the
Draft Letter of Offer continues to be the same as mentioned in the chart above. This statement is
subject to the understanding/agreement, contained in the Writings between the two groups, as to
each group having equal ownership/interest/right in the said company (which is irrespective of the
actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this company
held on September 26, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 26, 1997 and the filing of the
last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 25, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Chandru L. Raheja
Mrs. Bindu K. Raheja
Mr. Rajendra K. Kapur
Group
G.L. Raheja
C. L. Raheja
Others
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC containing
the information as of September 26, 1997 which to the knowledge of the C. L. Raheja Group is the
last annual return filed after the Arrangement. The said annual return of 1997 contains reference to
an Annual general meeting held on the said September 26, 1997. The convening, holding and the
business transacted at the said annual general meeting of 1997 is a point of dispute between C. L.
Raheja family and the G. L. Raheja family and correspondence has been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 2, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 2, 1997 is also a point of dispute between
the C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged in this
regard.
3.
As per the articles of association of this private company none of the directors are liable to retire by
rotation. Consequently, it may be assumed that the directorship of this company as on the date of
filing the Draft Letter of Offer continues to be the same as stated in the chart above.
226
SHOPPING. AND BEYOND. TM
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
(in Rs. Millions, except per share data)
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
6.34
19.64
3.27
(2.66)
(3.17)
(8.26)
0.10
0.10
0.10
(9.47)
(12.64)
(20.90)
(2,655.29)
(3,169.07)
(8,257.86)
(9,368.63)
(12,537.70)
(20,795.56)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning (loss) Per Share
Book Value Per Share
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
Particulars
2005
Sales and Other Income
Profit / (Loss) After Tax
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
0.0018
0.0023
0.0043
(0.0108)
(0.0093)
(0.0072)
(10.78)
(9.31)
As On 31st March,
(7.20)
Earning Per Share (In Rupees)
2005
2006
Equity Capital
Reserves and Surplus
Book Value Per Share (In Rupees)
4.
2007
0.10
0.10
0.10
(57.64)
(57.65)
(57.66)
(57544.96)
(57554.26)
(57561.46)
DINDOSHILA ESTATE DEVELOPERS PRIVATE LIMITED
This company was incorporated under the Companies Act on June 26, 1982. As stated in the main objects
contained in its memorandum of association, this company is permitted to inter alia carry on business of
builders, contractors, erectors, constructors of buildings, structures, residential, commercial or industrial,
developers of holiday resorts, townships, hotels, preparing of building sites, decorating and maintaining
amongst others flats, factories, shops, offices, hospitals, or otherwise to deal in land and house property and
to carry on business as developers of land, buildings, immovable properties by leasing and disposing off the
same amongst other activities stated therein.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations except
sale of shares and earning of lease rent. During all or any of the financial years ended March 31, 1995,
March 31, 1996 and March 31, 1997 this company’s business activities comprised of inter alia sale of
shares, trading in shares, and some of the activities mentioned in its main objects.
Shareholding Pattern
227
SHOPPING. AND BEYOND. TM
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 25, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Mr. Gopal L. Raheja jointly with Mr. Sandeep G. Raheja
Mr. Sandeep G. Raheja jointly with Mr. Gopal L. Raheja
Gopal L. Raheja (HUF) jointly with Mr. Sandeep G. Raheja
Mr. Gopal L. Raheja jointly with Mr. Sandeep G. Raheja,
Executors of the estate of Mrs. Sheila Raheja
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja jointly with Mr. Chandru L. Raheja
Mr. Neel C. Raheja jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja jointly with Mrs. Jyoti C. Raheja
Mr. Chandru L. Raheja HUF jointly with Mrs. Jyoti C. Raheja
Sub total of C. L. Raheja Group
Mrs. Bindu K. Raheja jointly with Mr. Kishore L. Raheja
Sub total of Others
Total
Percentage
Shareholding (%)
14.00
14.00
6.20
13.00
47.20
12.00
12.40
10.00
10.00
8.00
52.40
0.40
0.40
100.00
Group
G. L. Raheja
C. L. Raheja
Others
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 26, 1997 which to the knowledge of the C. L. Raheja Group
is the last annual return filed after the Arrangement. The said annual return of 1997 contains
reference to an annual general meeting held on September 26, 1997. The convening, holding and the
business transacted at the said annual general meeting of 1997 is a point of dispute between C. L.
Raheja family and the G. L. Raheja family and correspondence has been exchanged in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of filing
the Draft Letter of Offer which continues to be as set out above in the shareholding pattern. On the
presumption that the remaining shareholders have not transferred any equity shareholding in the said
company, it may be assumed that the shareholding pattern of the company even as on the date of the
Draft Letter of Offer continues to be the same as mentioned in the chart above. This statement is
subject to the understanding/agreement, contained in the Writings between the two groups, as to
each group having equal ownership/interest/right in the said company (which is irrespective of the
actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this company
held on September 26, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 26, 1997 and the filing of the
last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 25, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Group
G.L. Raheja
228
SHOPPING. AND BEYOND. TM
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC containing
information as of September 26, 1997 which to the knowledge of the C. L. Raheja Group is the last
annual return filed after the Arrangement. The said annual return of 1997 contains reference to an
annual general meeting held on the said September 26, 1997. The convening, holding and the
business transacted at the said annual general meeting of 1997 is a point of dispute between C. L.
Raheja family and the G. L. Raheja family and correspondence has been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 2, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 2, 1997 is also a point of dispute between
the C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged in this
regard.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation, but this company did follow such practice prior to the Arrangement.
In case of private companies retirement of directors depends on the provisions of the articles of
association of the company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61 Com
Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies (P.)
Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held that in
the absence of a provision made in the articles of association of a private company, all the directors
of a company would be liable to retire at the end of each annual general meeting. It may be assumed
that as on the date of filing of the Draft Letter of Offer, this company had no directors in view of
what is stated above and in note 3 to the shareholding pattern on page 230. However, the directors
may have held out as being directors after they are so assumed to have retired.
4.
Mr. Ravi C. Raheja from C. L. Raheja Group was appointed as an additional director of this
company with effect from May 12, 1998 by way of a resolution by circulation. His appointment is
also a point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence
has been exchanged in this regard. Since Mr. Ravi C. Raheja was appointed as an additional director
he was liable to retire on the date of the next annual general meeting. However, in view of what is
stated in note 3 to the shareholding pattern on page 230 Mr. Ravi C. Raheja has retired as director
on the last date on which the annual general meeting for the year 1998 ought to have been held.
After the appointment of Mr. Ravi C. Raheja, the C. L. Raheja Group directors were in majority on
the board and have passed resolutions enabling filing of the petition with the company Law Board,
Western Region Bench, Mumbai. But for this majority such resolutions may not have been passed.
Pursuant to the said petition the said Company Law Board Western Region Bench has issued its
order dated May 29, 2000 whereby the Company Law Board gave its consent for this company to
issue 6,000 (Six Thousand) 4% non-cumulative redeemable preference shares of Rs.100/- each in
lieu of amount payable on redemption of existing 6,000 (Six Thousand) 4% non-cumulative
redeemable preference shares of Rs.100/- each. Compliance with the said order is pending. The
filing of the said petition is also a point of dispute between C. L. Raheja family and the G. L. Raheja
family and correspondence has been exchanged in this regard.
Financial Performance
229
SHOPPING. AND BEYOND. TM
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.003
0.20
0.39
(0.10)
(0.07)
0.13
0.05
0.05
0.05
(0.29)
(0.36)
(0.22)
(204.95)
(146.16)
269.17
(475.16)
(620.70)
(350.90)
The financial performance of this company for 2005, 2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
0.002
0.003
0.003
Profit / (Loss) After Tax
0.0007
0.001
0.0003
1.33
1.97
As On 31st March,
0.54
Earning Per Share (In Rupees)
2005
Equity Capital
0.05
Reserves and Surplus
Book Value Per Share (In Rupees)
5.
2006
2007
0.05
0.05
(0.60)
(0.60)
(0.60)
(1095.15)
(1093.18)
(1092.64)
EASTLAWN RESORTS LIMITED
This company was incorporated under the Companies Act on January 8, 1986. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia own, construct, run,
furnish, manage, hotels, holiday resorts, restaurants, clubs and to provide inter alia lodging and boarding,
restaurants and other facilities to the public and others.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of inter alia trading in shares, earning of interest income and was a partner in
a firm interalia engaged in the business of real estate development.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 25, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Percentage
Shareholding (%)
230
Group
SHOPPING. AND BEYOND. TM
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Mr. Sandeep G. Raheja Jointly with Mr. Gopal L. Raheja
Mr. Gopal L. Raheja & Mr. Sandeep G. Raheja Executors of the
Estate of Mrs. Sheila Raheja
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Mr. Ravi C. Raheja Jointly with Mrs. Jyoti C. Raheja
Sub total of C. L. Raheja Group
Mrs. Bindu K. Raheja Jointly with Mr. Kishore L. Raheja
Sub total of Others
Total
* Rounded off
14.28
14.28
14.29*
42.85
14.28
14.28
14.29*
42.85
14.30*
14.30
100.00
G. L. Raheja
C. L. Raheja
Others
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 26, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 26, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 26, 1997 no further shareholders meetings have been held.
4.
The failure to increase the paid-up capital in accordance with the provisions of section 3 of the
Act, this company is deemed to be a defunct company within the meaning of section 560 of the
Act. in which case the ROC would be entitled to strike off the name of this company from the
register. However, to the knowledge of the Promoters, this company has not received any
notice/letter from the ROC in this regard as on date of filing the Draft Letter of Offer.
5.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 26, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 25, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Group
G.L. Raheja
C. L. Raheja
231
SHOPPING. AND BEYOND. TM
Mr. Neel C. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing information as of September 26, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 26, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 2, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 2, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this company do provide that the directors have to retire by rotation.
Consequently, in view of what is stated in note 3 to the shareholding pattern on page 230 as on
the date of filing the Draft Letter of Offer all the directors of this company would be deemed to
have retired by rotation the applicable dates on which the annual general meeting ought to have
been held as per the requirements of law. However, the directors may have held out as being
directors after they would be deemed to have so retired.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.76
0.19
0.06
(0.17)
(0.07)
(0.21)
0.00014
0.00014
0.00014
(0.58)
(0.65)
(0.86)
(11,916.36)
(5,109.30)
(15,069.50)
(42,176.55)
(47,285.85)
(62,355.35)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005, 2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
Particulars
2005
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
Sales and Other Income
0.001
0.002
0.002
Profit / (Loss) After Tax
(0.0009)
(0.00005)
(0.0009)
232
SHOPPING. AND BEYOND. TM
Earning Per Share (in Rupees)
(60.81)
2005
Equity Capital
6.
2006
(65.50)
2007
0.00014
0.00014
0.00014
(0.18)
(0.18)
(0.18)
(13729.34)
(13732.84)
(13798.34)
Reserves and Surplus
Book Value Per Share (In Rupees)
(3.50)
As On 31st March,
FEMS ESTATE (INDIA) PRIVATE LIMITED
This company was incorporated under the Companies Act on January 31, 1981. As stated in the main
objects contained in its memorandum of association this company is permitted to inter alia carry on
business of builders, masonry, general construction and contractors and proprietors of inter alia lands, flats,
dwelling houses, shops, offices, industrial estates, lessees of lands, flats and other immovable properties.
C. L. Raheja Group is not in a position to confirm the status of commercial operations in this company, as
in one of the letters from the G. L. Raheja group to C. L. Raheja Group, the G. L. Raheja group has made a
statement that since 1997 they are maintaining the accounts, filing the income-tax returns and are
exclusively using the property of this company for themselves which C. L. Raheja Group has disputed. In
this regard attention is drawn to note given on page 316 of the Draft Letter of Offer. The financial
performance of this company as set out below is based on the books of accounts and other records available
at the registered office of this company but it does not include the effect of the above mentioned statements
of the G. L. Raheja group and it also does not fully include the effect of some information provided by the
G. L. Raheja group in this regard, which information and its completeness is also disputed by C. L. Raheja
Group. During all or any of the financial years ended March 31, 1994, March 31, 1995 and March 31, 1996
this company’s business activities comprised of inter alia trading in shares, earning of interest income, hire
purchase financing and all or any of the activities mentioned in its main objects. During the financial years
after the Arrangement including financial years ended March 31, 2005, March 31, 2006 and March 31,
2007 this company’s business activities may be a point of dispute between the C.L. Raheja Group and the
G.L. Raheja group.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 26, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Tropicana Properties Limited
Sub total of G. L. Raheja Group
K. Raheja Private Limited
Sub total of C. L. Raheja Group
Mr. Gopal L. Raheja on behalf of K. R. Finance
Mr. Chandru L. Raheja on behalf of K. Raheja Financers &
Investors
Mr. Chandru L. Raheja on behalf of Satguru Enterprises
Rendezvous Estates Private Limited
Sub total of Mumbai Undivided Entities
Total
233
Percentage
Shareholding
(%)
5.00
5.00
21.67
21.67
3.67
3.33
48.00
18.33
73.33
100.00
Group
G. L. Raheja
C. L. Raheja
Mumbai Undivided
Entities
SHOPPING. AND BEYOND. TM
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 26, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 26, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 may be a point of
dispute between C. L. Raheja family and the G. L. Raheja family.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 26, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 26, 1997 and the filing of
the last annual accounts for year ended March 31, 1996 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC
containing information as of September 26, 1996 (which is the last annual return filed prior to the
Arrangement) is set out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
Group
G.L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing information as of September 26, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an Annual general meeting held on the said September 26, 1997. The
convening, holding and the business transacted at the said Annual general meeting of 1997 may be
a point of dispute between C. L. Raheja family and the G. L. Raheja family.
2.
To the knowledge of the C. L. Raheja Group, since the date of the Arrangement no further board
meetings of this company have been held.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation, but this company did follow such practice prior to the Arrangement.
In case of private companies retirement of directors depends on the provisions of the articles of
association of the company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
234
SHOPPING. AND BEYOND. TM
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61
Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies (P.)
Limited versus V. R. Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held that in the
absence of a provision made in the articles of association of a private company, all the directors of a
company would be liable to retire at the end of each annual general meeting. It may be assumed that as on
the date of filing of the Draft Letter of Offer, the company had no directors in view of what is stated above
and in note 3 to the shareholding pattern on page 230. However, the directors may have held out as being
directors after they are so assumed to have retired.
Financial Performance
The financial performance of this company based on last available audited accounts is as below:
(in Rs. Millions, except per share data)
Year Ended March 31
Particulars
1994
1995
1996
(in Rs. millions, except share data)
Sales and Other Income
0.46
2.32
0.74
Profit/(Loss) After Tax
(0.27)
0.13
0.20
Equity Capital
0.30
0.30
0.30
Reserves and Surplus
(2.33)
(2.20)
(2.01)
Earning Per Share
(91.22)
42.86
65.29
Book Value Per Share
(676.89)
(634.03)
(568.74)
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below.
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
0.003
0.0009
0.004
Profit / (Loss) After Tax
0.003
0.0008
0.004
0.86
0.27
st
As On 31 March,
1.30
Earning Per Share (In Rupees)
2005
Equity Capital
7.
2007
0.30
0.30
(5.47)
(5.47)
(5.47)
(1,724.98)
(1,724.72)
(1,723.42)
Reserves and Surplus
Book Value Per Share (In Rupees)
2006
0.30
HILL QUEEN ESTATE DEVELOPMENT PRIVATE LIMITED
This company was incorporated under the Companies Act on June 26, 1982. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry on business of
builders, contractors, erectors, constructors of buildings, structures or residential, commercial or industrial
or developers of inter alia holiday resorts, townships, hotels, preparing of building sites, decorating
furnishing and maintaining amongst others flats, factories, shops, offices, hospitals and purchase, sell,
lease, hire, exchange or otherwise deal in land and house property and to carry on business as developers of
land, buildings, immovable properties by leasing and disposing off the same amongst other activities stated
therein.
235
SHOPPING. AND BEYOND. TM
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1993, March 31, 1994 and March 31, 1995 this company’s
business activity comprised of earning of interest income.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 28, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja,
Executors of the Estate of Mrs. Sheila Raheja
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Sub total of C. L. Raheja Group
M/s. K. R. Consultants Private Limited
Sub total of Mumbai Undivided Entities
Mr. Brahmadutt G. Mittal
Mr. Shankerlal G. Mittal
Mr. Parmeshwar G. Mittal
Mr. Maliram G. Mittal
Mr. Govindram G. Mittal
Mrs. Bindu K. Raheja Jointly with Mr. Kishore L. Raheja
Sub total of Others
Total
Percentage
Shareholding (%)
10.00
10.00
20.00
10.00
10.00
20.00
9.80
9.80
10.00
5.00
15.00
10.00
10.00
0.20
50.20
100.00
Group
G. L. Raheja
C. L. Raheja
Mumbai Undivided
Entities
Others
Notes to the above chart:
1.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
2.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 28, 1996 no further shareholders meetings have been held.
3.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 28, 1996 and the filing of
the last annual accounts for year ended March 31, 1995 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 28, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Group
236
SHOPPING. AND BEYOND. TM
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Govindram G. Mittal
Mr. Brahmadutt G. Mittal
Mr. Balkrishan S. Poddar
G.L. Raheja
C. L. Raheja
Others
Notes to the above chart:
1.
To the knowledge of the C. L. Raheja Group, since the date of the Arrangement no further board
meetings of this company have been held.
2.
As per the articles of association of this private company none of the directors are liable to retire
by rotation. Consequently, it may be assumed that the directorship of this company as on the date
of filing the Draft Letter of Offer continues to be the same as stated in the chart above.
Financial Performance
The financial performance of this company based on last available audited accounts is as below
(in Rs. Millions, except per share data)
Year Ended March 31
Particulars
1993
1994
1995
(in Rs. millions, except share data)
Sales and Other Income
0.01
0.005
0.01
Profit/(Loss) After Tax
(0.01)
(0.005)
(0.001)
Equity Capital
0.10
0.10
0.10
Reserves and Surplus
0.02
0.01
0.01
Earning Per Share
(10.49)
(5.30)
(0.98)
Book Value Per Share
114.80
109.78
109.08
The financial performance of this company for 2005, 2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as belo
Particulars
2005
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.002)
(0.002)
(0.003)
(1.70)
0.10
(1.87)
0.10
(2.58)
0.10
0.20
0.20
0.21
(102.17)
(104.03)
(106.62)
Earning Per Share (In Rupees)
Equity Capital
Reserves and Surplus
Book Value Per Share (In Rupees)
8.
JUHUCHANDRA AGRO & DEVELOPMENT PRIVATE LIMITED
This company was incorporated under the Companies Act on July 9, 1990. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry on business of
agricultural farming and business of horticulture, pisciculture, sericulture, floriculture and as cultivators of
all kinds of amongst others food grains, cash crops, fruits, proprietors or orchards and sellers of and dealers
237
SHOPPING. AND BEYOND. TM
in all types of agriculture products and to deal in agricultural and to create, sell, lease and deal in freehold
and leasehold ground and land and to carry on business as developers of land, buildings and immovable
properties and by leasing and disposing off the same.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1994, March 31, 1995 and March 31, 1996 this company’s
business activities comprised of inter alia sale of shares, and some of the activities mentioned in its main
objects.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 26, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Percentage
Shareholding
(%)
50.00
50.00
50.00
50.00
100.00
Mr. Chandru L. Raheja
Sub total of C. L. Raheja Group
Mr. Girdhar C. Nichani
Sub total of Others
Total
Group
C. L. Raheja
Others
Notes to the above chart:
1
The equity shareholding pattern of this company as mentioned in the annual return filed with the
ROC containing information as of September 26, 1997 is not the same as that shown in the table
above and is set out below which to the knowledge of the C. L. Raheja Group is the last annual
return filed after the Arrangement. The said annual return of 1997 contains reference to an annual
general meeting held on September 26, 1997. The convening, holding and the business transacted
at the said annual general meeting of 1997 may be a point of dispute between C. L. Raheja family
and the G. L. Raheja family.
2
This company has filed a return of allotment dated August 18, 1997 with ROC for allotment of
one equity share of Rs.100/- to “Mr. Sandeep G. Raheja jointly with Mr. Ravi C. Raheja for and
on behalf of Alankar Enterprises”. The said allotment may be disputed between the C. L. Raheja
family and the G. L. Raheja family.
Names of Shareholders
Mr. Chandru L. Raheja
Sub total of C. L. Raheja Group
Mr. Girdhar C. Nichani
Sub total of Others
Mr. Sandeep G. Raheja Jointly with Mr. Ravi C. Raheja on behalf
of Alankar Enterprises
Sub total of Mumbai Undivided Entities
Total
3.
Percentage
Shareholding
(%)
40.00
40.00
40.00
40.00
20.00
20.00
100.00
Group
C. L. Raheja
Others
Mumbai
Undivided Entity
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out in the last chart above in the
shareholding pattern. On the presumption that the remaining shareholders have not transferred any
equity shareholding in the said company, it may be assumed that the shareholding pattern of the
238
SHOPPING. AND BEYOND. TM
4.
company even as on the date of the Draft Letter of Offer continues to be the same as mentioned in
the chart above. This statement is subject to the understanding/agreement, contained in the
Writings between the two groups, as to each group having equal ownership/interest/right in the
said company (which is irrespective of the actual shareholding/beneficial interest/ownership in
such company.).
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 26, 1997 no further shareholders meetings have been held.
5.
In view of the failure to increase the paid-up capital in accordance with the provisions of section 3
of the Act, this company is deemed to be a defunct company within the meaning of section 560 of
the Act. in which case the ROC would be entitled to strike off the name of this company from the
register. However, to the knowledge of the Promoters, this company has not received any
notice/letter from the ROC in this regard as on date of filing the Draft Letter of Offer.
6
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 26, 1997 and the filing of
the last annual accounts for year ended March 31, 1996 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 26, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Ravi C. Raheja
Mr. Girdhar C. Nichani
Group
G.L. Raheja
C. L. Raheja
Others
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 26, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 26, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 may be
a point of dispute between C. L. Raheja family and the G. L. Raheja family.
2.
To the knowledge of the C. L. Raheja Group, since the date of the Arrangement no further board
meetings of this company have been held.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation and no such practice was followed prior to the Arrangement. Consequently, it
may be assumed that the directorship of this company as on the date of filing the Draft Letter of
Offer continues to be the same as stated in the chart above.
In case of private companies retirement of directors depends on the provisions of the articles of association
of the company and in the absence of any such provisions the directors continue until removed under
Section 284 of the Companies Act. This is the position taken by the High Court of Punjab and Haryana in
S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61 Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies (P.)
Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held that in the
239
SHOPPING. AND BEYOND. TM
absence of a provision made in the articles of association of a private company, all the directors of a
company would be liable to retire at the end of each annual general meeting.
Mr. Chandru L. Raheja and Mr. Girdhar C. Nichani (out of the directors set out in the above chart) are
named as permanent directors in the articles of association. It may be assumed that in view of what is stated
above and in note 4 to the shareholding pattern on page 230 the remaining directors would have retired and
consequently Mr. Chandru L. Raheja and Mr. Girdhar C. Nichani would be the directors as on the date of
filing of the Draft Letter of Offer. However, the retired directors may have held out as being directors after
they are so assumed to have retired
Financial Performance
The financial performance of this company based on last available audited accounts is as below
Year Ended March 31
1994
1995
1996
(in Rs. millions, except share data)
Nil
0.00004
0.06
(0.10)
(0.12)
(0.03)
0.0004
0.0004
0.0004
(0.38)
(0.50)
(0.53)
(24,703.45)
(29,764.91)
(7,059.43)
(95,598.50)
(125,198.21)
(132,092.44)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
Particulars
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
2005
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.0001)
(0.0002)
(0.00006)
(25.00)
(52.00)
As On 31st March,
(14.00)
Earning Per Share (In Rupees)
2005
Equity Capital
2006
0.0004
0.0004
0.0004
(0.92)
(0.92)
(0.92)
(230,971.94)
(231023.94)
(231037.94)
Reserves and Surplus
Book Value Per Share (In Rupees)
9.
2007
K. R. CONSULTANTS PRIVATE LIMITED
This company was incorporated under the Companies Act on July 16, 1976. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry on business of
acting as advisers or consultants in or outside India on all matters relating to the business inter alia of
builders, contractors, constructors of buildings, structures or residential, commercial or industrial or holiday
resorts, hotels and preparing of building houses, decorating furnishing and maintaining amongst others
flats, factories, shops, offices, hospitals and to carry on business of inter alia acting as advisors and
consultants on all matters relating to inter alia technical, civil, administration, finance, management,
commencement or expansion of industry purchasing techniques and business, and production purchases
amongst others.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations except
for share of profit/ loss from a partnership firm in which this company is a partner.
240
SHOPPING. AND BEYOND. TM
During all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this
company’s business activities comprised of inter alia sale of shares, trading in shares, earning of interest
income and was a partner in a partnership firm engaged in the business of real estate development.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 27, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Gopal L. Raheja (HUF)Jointly with Mr. Sandeep G.
Raheja
Mr. Sandeep G. Raheja Jointly with Mr. Gopal L. Raheja
Mr. Gopal L. Raheja, Mr. Sandeep G. Raheja Executors
of the Estate of Mrs. Sheila Raheja
Ms. Sonali G. Raheja Jointly with Mr. Gopal L. Raheja
Ms. Sabita G. Raheja
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Chandru L. Raheja HUF Jointly with Mrs. Jyoti C. Raheja
Mr. Neel C. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mrs. Jyoti C. Raheja
Sub total of C. L. Raheja Group
Mr. Kishore L. Raheja Jointly with Mrs. Bindu K. Raheja
Kishore L. Raheja HUF Jointly with Mrs. Bindu K.
Raheja
Ms. Reshma K. RahejaJointly with Mrs. Bindu K. Raheja
Sub total of Others
Total
Percentage
Shareholding (%)
9.70
7.00
4.50
9.00
10.80
10.80
51.80
9.70
9.00
3.60
3.60
25.90
2.50
9.00
Group
G. L. Raheja
C. L. Raheja
Others
10.80
22.30
100.00
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 25, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement..The said annual return of 1997
contains reference to an annual general meeting held on September 25, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
Note: A notice of default in filing of Annual Return, Balance Sheet and Profit and Loss Account as
of March 2006 of this company has been received at the registered office of this company
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.). 3.To the
241
SHOPPING. AND BEYOND. TM
knowledge of the C. L. Raheja Group, since the last annual general meeting of this company held
on September 25, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 25, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 27, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Ravi C. Raheja
Mr. Kishore L. Raheja
Group
G.L. Raheja
C. L. Raheja
Others
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing information as of September 26, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 26, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 1, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 1, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation, but this company did follow such practice prior to the Arrangement.
In case of private companies retirement of directors depends on the provisions of the articles of
association of this company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61
Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies
(P.) Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held
that in the absence of a provision made in the articles of association of a private company, all the
directors of a company would be liable to retire at the end of each annual general meeting.
Mr. Gopal L. Raheja, Mr. Chandru L. Raheja and Mr. Kishore L. Raheja (out of the directors set
out in the above chart) are named as permanent directors in the articles of association. It may be
assumed that in view of what is stated above and in note 3 to the shareholding pattern on page 230
the remaining directors would have retired and consequently Mr. Gopal L. Raheja, Mr. Chandru L.
Raheja and Mr. Kishore L. Raheja would be the directors as on the date of filing of the Draft
242
SHOPPING. AND BEYOND. TM
Letter of Offer. However, the retired directors may have held out as being directors after they are
so assumed to have retired.
4.
Pursuant to the order dated May 29, 2000 of the Company Law Board, Western Region Bench,
Mumbai whereby the Company Law Board gave its consent for this company to issue 9693 (Nine
Thousand Six Hundred Ninety Three Only) 4% non cumulative redeemable preference shares in
lieu of redemption of the already issued 9693 (nine thousand six hundred ninety three Only) 4%
non cumulative redeemable preference shares of Rs.100/- each in lieu of amount payable on
redemption of existing 9693 (Nine Thousand Six Hundred Ninety Three Only) 4% noncumulative redeemable preference shares of Rs.100/- each. Compliance with the said order is
pending as on the date of the Draft Letter of Offer. The filing of the petition with the Company
Law Board, Western Region Bench, Mumbai, pursuant to which the said order is received, is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.82
1.00
0.71
0.05
0.28
0.63
0.10
0.10
0.10
0.23
0.51
1.14
51.80
275.48
627.98
333.48
608.96
1,236.93
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
Particulars
2005
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.002)
(0.0033)
(0.0026)
Earning Per Share (In Rupees)
(1.76)
2005
Equity Capital
Book Value Per Share (In Rupees)
10.
2006
0.1
Reserves and Surplus
(3.33)
As On 31st March,
(2.57)
2007
0.1
0.1
3.24
3.24
3.24
3343.76
3340.43
3337.86
K. R. DEVELOPERS PRIVATE LIMITED
The erstwhile partnership firm by the name of K. R. Developers was incorporated and registered as a
private limited company on December 01, 1995 under Part IX of the Companies Act. As stated in the main
objects clause of its memorandum of association, this company is authorized to inter alia carry on business
243
SHOPPING. AND BEYOND. TM
of builders, contractors, erectors, constructors of buildings, structures or residential, office, institutional,
commercial or industrial and developers of amongst others holiday resorts, townships, hotels by preparing
of building sites, decorating furnishing and maintaining of structures, amongst others flats, factories, shops,
offices, hospitals, and in purchase, sale, lease, hire, exchange or otherwise deal in land and house property
and as developers of amongst others land, buildings, immovable properties by leasing of the same.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations except
for earning of lease rent. The activities of this company including that of the erstwhile firm known as K R
Developers, during all or any of the financial years ended March 31, 1995,March 31, 1996 and March 31,
1997 comprised of inter alia sale of shares, earning of interest income, leasing of equipments and the
activities mentioned in this company’s main objects.
The financial performance given below for year ended March 31, 1995 and part of the year ended March
31, 1996 include those of the erstwhile partnership firm.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 28, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Percentage
(Equity Shares)
Shareholding (%)
22.00
2.00
2.00
26.00
22.00
2.00
22.00
46.00
2.00
2.00
2.00
6.00
22.00
22.00
100.00
Gopal L. Raheja (HUF)
Mr. Sandeep G. Raheja
Ferani Hotels Limited
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
K. Raheja Private Limited
Sub total of C. L. Raheja Group
Sevaram Estates Private Limited
Neel Estates Private Limited
K. R. Consultants Private Limited
Sub total of Mumbai Undivided Entities
Mr. Kishore L. Raheja
Sub total of Others
Total
Group
G. L. Raheja
C. L. Raheja
Mumbai
Undivided
Entities
Others
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 25, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 25, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of this company even as on
244
SHOPPING. AND BEYOND. TM
the date of Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 25, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 25, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 28, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
Group
G. L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing information as of September 25, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 25, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 1, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 1, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
As per the articles of association of this private company none of the directors are liable to retire
by rotation. Consequently, it may be assumed that the directorship of this company as on the date
of filing the Draft Letter of Offer continues to be the same as stated in the chart above.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.16
9.14
3.25
0.03
5.10
1.59
2.53
N.A.
N.A.
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Partner’s Capital Account
245
SHOPPING. AND BEYOND. TM
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
N.A
N.A
N.A
N.A
0.10
5.10
5099.83
5192.95
0.10
6.69
1590.84
6784.49
The financial performance of this company for 2005, 2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
0.14
0.91
0.01
Profit / (Loss) After Tax
(0.69)
(0.20)
(0. 005)
(691.75)
(196.00)
(4.88)
Earning Per Share (In Rupees)
st
As On 31 March,
2005
2006
Equity Capital
Reserves and Surplus
Book Value Per Share (In Rupees)
11.
2007
0.10
0.10
0.10
14.07
13.87
13.87
13970.02
13965.15
14165.34
K. RAHEJA TRUSTEESHIP PRIVATE LIMITED
This company was incorporated under the Companies Act on January 13, 1978. As stated in the main
objects contained in its memorandum of association this company is permitted to inter alia undertake the
office of trustee, executor, administrator, liquidator, receiver, agent, or nominee of or for any person,
company, corporation and undertake, perform and discharge amongst others any trust.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
the financial year ended March 31, 1995, this company’s business activities comprised of inter alia sale of
shares, and some of the activities mentioned in its main objects.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 27, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja Jointly with Smt. Jyoti C. Raheja
Sub total of C. L. Raheja Group
Total
Notes to the above chart:
246
Percentage
Shareholding (%)
50.00
50.00
50.00
50.00
100.00
Group
G. L. Raheja
C. L. Raheja
SHOPPING. AND BEYOND. TM
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 25, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 25, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of this company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.)
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 25, 1997 no further shareholders meetings have been held.
4.
In view of the failure to increase the paid-up capital in accordance with the provisions of section 3
of the Act, this company is deemed to be a defunct company within the meaning of section 560 of
the Act. in which case the ROC would be entitled to strike off the name of this company from the
register. However, to the knowledge of the Promoters, this company has not received any
notice/letter from the ROC in this regard as on date of filing the Draft Letter of Offer.
5.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 25, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 27, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Chandru L. Raheja
Mr. Kishore L. Raheja
Group
G.L. Raheja
C. L. Raheja
Others
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing information as of September 25, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 25, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 1, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 1, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
247
SHOPPING. AND BEYOND. TM
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation, but this company did follow such practice prior to the Arrangement.
In case of private companies retirement of directors depends on the provisions of the articles of
association of this company and in the absence of any such provisions the directors continue until removed
under Section 284 of the Companies Act. This is the position taken by the High Court of Punjab and
Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61 Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies (P.)
Limited versus V. R. Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held that in the
absence of a provision made in the articles of association of a private company, all the directors of a
company would be liable to retire at the end of each annual general meeting.
Mr. Gopal L. Raheja and Mr. Chandru L. Raheja (out of the directors set out in the above chart) are named
as permanent directors in the articles of association. It may be assumed that in view of what is stated above
and in note 3 to the shareholding pattern on page 230 the remaining directors would have retired and
consequently Mr. Gopal L. Raheja and Mr. Chandru L. Raheja would be the directors as on the date of
filing of the Draft Letter of Offer. However, the retired director may have held out as being director after
they are so assumed to have retired.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.04
Nil
Nil
0.01
(0.02)
(0.02)
0.0002
0.0002
0.0002
(0.06)
(0.08)
(0.10)
6,215.08
(9,215.50)
(12,104.50)
(29,054.78)
(38,270.28)
(50,374.78)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
Financial Performance
The financial performance of this company for 2005, 2006 and 2007 based on unaudited, provisional
and non finalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
Particulars
2005
Sales and Other Income
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
0.00002
Profit / (Loss) After Tax
Earning Per Share (In Rupees)
(0.002)
(0.002)
(0.003)
(850.00)
st
As On 31 March,
(1284.00)
2006
0.0002
248
Nil
(872.50)
2005
Equity Capital
Nil
2007
0.0002
0.0002
SHOPPING. AND BEYOND. TM
Reserves and Surplus
Book Value Per Share (In Rupees)
12.
0.14
0.14
0.15
(70342.28)
(71192.28)
(72476.28)
LAKESIDE HOTELS LIMITED
This company was incorporated under the Companies Act on December 11, 1984 as a private limited
company. Subsequently it was converted into a public limited company on August 16, 1985. As stated in
the main objects contained in its memorandum of association this company is permitted to inter alia
own, construct, run, render technical advice in constructing, furnishing and running of, take over, and
manage, carry on business of hotels, restaurants, clubs amongst others.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of inter alia sale of shares, earning of interest income and investment in a
partnership firm.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 26, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Asiatic Properties Limited Jointly with Mr. Gopal L. Raheja
Asiatic Properties Limited Jointly with Jyoti C. Raheja
Asiatic Properties Limited Jointly with Mr. Chandru L. Raheja
Asiatic Properties Limited Jointly with Ms. Sonali G. Raheja
Asiatic Properties Limited Jointly with Mr. Sandeep G. Raheja
Asiatic Properties Limited Jointly with Mr. Kishore L. Raheja
Asiatic Properties Limited Jointly with Mrs. Bindu K. Raheja
Total
* Rounded off
Percentage
Shareholding
(%)
14.29*
14.29*
14.29*
14.29*
14.28
14.28
14.28
100.00
Group
Southern Entities
Although as per the shareholding pattern set out in the chart above, this company is a wholly owned
subsidiary of Asiatic Properties Limited, which is one of the Southern Entities, to the knowledge of the C.
L. Raheja Group this company is a Mumbai Undivided Entity and is not a Southern Entity.
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 25, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 25, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
On the presumption that the shareholders have not transferred any equity shareholding in the said
company, it may be assumed that the shareholding pattern of the company even as on the date of
the Draft Letter of Offer continues to be the same as mentioned in the chart above. This statement
is subject to the understanding/agreement, contained in the Writings between the two groups, as to
249
SHOPPING. AND BEYOND. TM
each group having equal ownership/interest/right in the said company (which is irrespective of the
actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 25, 1997 no further shareholders meetings have been held.
4.
In view of the failure to increase the paid-up capital in accordance with the provisions of section 3
of the Act, this company is deemed to be a defunct company within the meaning of section 560 of
the Act. in which case the ROC would be entitled to strike off the name of this company from the
register. However, to the knowledge of the Promoters, this company has not received any
notice/letter from the ROC in this regard as on date of filing the Draft Letter of Offer.
5.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 25, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 26, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Chandru L. Raheja
Mr. Kishore L. Raheja
Mr. Rajendra Kumar. Kapur*
*in annual return of 1997 it is mentioned as Mr. Kapur Kapur Rajendra
Group
C.L. Raheja
Others
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 25, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 25, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 1, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 1, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this company do not provide that the directors would have to retire
by rotation, but since this company is a public company, the directors were retiring by rotation
prior to the Arrangement. Consequently, in view of what is stated in note 3 to the shareholding
pattern as on page 230 as on the date of filing the Draft Letter of Offer all the directors of this
company would be deemed to have retired by rotation the applicable dates on which the annual
general meeting ought to have been held as per the requirements of law. However, the directors
may have held out as being directors after they would be deemed to have so retired.
Financial Performance
250
SHOPPING. AND BEYOND. TM
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.75
0.05
Nil
0.04
(0.10)
(0.02)
0.001
0.001
0.001
(0.24)
(0.33)
(0.36)
2,551.79
(6,834.61)
(1,723.44)
(17,282.78)
(24,117.39)
(25,840.83)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005, 2006 and 2007 based on unaudited, provisional and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
Particulars
2005
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.002)
(0.03)
(0.003)
(175.75)
(1948.54)
As On 31st March,
(237.75)
Earning Per Share (In Rupees)
2005
Equity Capital
2006
0.0014
Reserves and Surplus
Book Value Per Share (In Rupees)
2007
0.0014
0.0014
0.45
0.43
0.43
31996.78
30816.86
30633.43
NECTAR PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on February 14, 1986. As stated in the main
objects contained in its memorandum of association this company is permitted to inter alia carry on
business of builders, contractors, erectors, constructors of buildings, structures or residential, commercial or
industrial or developer of inter alia holiday resorts, townships, hotels, preparing of building sites and
decorating, furnishing and maintaining amongst others flats, factories, shops, offices, hospitals and to
purchase, sell, lease, hire exchange or otherwise deal in land and house property and to carry on business as
developers of land, buildings, immovable properties by leasing and disposing off the same amongst other
activities stated therein.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of inter alia sale of shares, sale of garments, earning of interest income and
some of the activities mentioned in its main objects.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 28, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Percentage
251
Group
SHOPPING. AND BEYOND. TM
Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Sandeep G. Raheja Jointly with Mr. Gopal L. Raheja
Durga S. Raheja Jointly with Sandeep G. Raheja
Kanishka Properties Private Limited
Sealtite Gaskets Private Limited
Gavotte Traders Private Limited
Ideal Properties Private Limited
Sea Crust Properties Private Limited
Glacial Trading Private Limited
Garnet Traders Private Limited
Sub total of G. L. Raheja Group
Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Ravi C. Raheja Jointly with Mrs. Jyoti C. Raheja
Neel C. Raheja Jointly with Chandru L. Raheja Jointly with
Jyoti C. Raheja
Raghukool Estate Devt. Private Limited
Capstan Trading Private Limited
Casa Maria Properties Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Sub total of C. L. Raheja Group
Total
Shareholding (%)
1.20
1.00
1.00
7.20
7.20
7.20
7.20
8.00
5.00
5.00
50.00
1.30
1.30
0.04
1.00
9.80
9.80
9.80
8.96
8.00
50.00
100.00
G. L. Raheja
C.L.Raheja
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 27, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 27, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 27, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
252
SHOPPING. AND BEYOND. TM
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 28, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mrs. Sonali G. Raheja
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
Mr. Ravi C. Raheja
Group
G.L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 27, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 1, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 1, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
This company was a private limited company and in accordance with its articles of association
none of the directors were liable to retire by rotation. However, there is an intimation dated July 2,
1997 filed with ROC that this company has become a public company with effect from July 1,
1997 under the then prevailing provisions of then prevailing Section 43A(1A) of the Act, by
reason of the average annual turnover of the company for the three consecutive financial years
ending on March 31, 1997 exceeding the amount prescribed. However as mentioned elsewhere in
the Draft Letter of Offer the finalization and auditing of accounts for the financial year ended
March 31, 1997 is also a point of dispute between C. L. Raheja family and the G. L. Raheja family
and correspondence has been exchanged in this regard. To the knowledge of the C. L. Raheja
Group the ROC has not yet issued an amended Certificate of Incorporation in this regard. If this
company is a public limited company, the directors would be liable to retire by rotation and in
view of what is stated in note 3 to the shareholding pattern on page 230 , as on the date of filing
the Draft Letter of Offer all the directors would be deemed to have retired by rotation the
applicable dates on which the annual general meetings ought to have been held as per the
requirements of law. However, Mr. C. L. Raheja resigned from the directorship of this company
on August 23, 2002. However, the director(s) may have held out as being director(s) after they
would be deemed to have so retired/resigned.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Particulars
1995
253
Year Ended March 31
1996
1997
SHOPPING. AND BEYOND. TM
(in Rs. millions, except share data)
Nil
106.04
91.59
(0.05)
1.36
(3.67)
0.0004
0.50
0.50
(0.19)
1.17
4.73
(11,721.06)
562.07
(733.62)
(49,583.53)
331.01
1,044.74
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional and
nonfinalised accounts and subject to notes mentioned on page 314 the Draft Letter of Offer is as below
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
Nil
6.15
Nil
Profit / (Loss) After Tax
(0.004)
(1.61)
(0.02)
(0.86)
(322.26)
(3.96)
0.50
0.50
0.50
17.32
21.12
21.10
3564.01
4323.72
4319.76
Earning Per Share (in Rupees)
Equity Capital
Reserves and Surplus
Book Value Per Share (In Rupees)
13.
NEEL ESTATES PRIVATE LIMITED
This company was incorporated under the Companies Act on January 13, 1978 as Neel Estates and
Investments Private Limited. Subsequently the name of this company was changed to Neel Estates Private
Limited on February 6, 1996. As stated in the main objects contained in its memorandum of association this
company is permitted to inter alia carry on business of investing company’s funds in acquiring and holding
inter alia shares, debentures or securities and to carry on business as builders, contractors, developers and
promoters of co-operative societies and deal in real estate business and to carry on business of inter alia
estate owners, agents and purchase for investment or resale in land and house amongst others and to inter
alia deal by way of sale, lease, exchange, or otherwise with land and house property and other immovable
property.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations except
for earning of interest and share of loss from a partnership firm in which this company is a partner. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of inter alia sale of shares, trading in shares, earning of interest income and
was a partner in a partnership firm engaged in the business of real estate development.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 28, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Percentage
254
Group
SHOPPING. AND BEYOND. TM
Shareholding (%)
Gopal L. Raheja HUF Jointly with Mr. Sandeep G. Raheja
14.00
Mr. Sandeep G. Raheja Jointly with Mr. Gopal L. Raheja
1.00
Ms. Sonali G. Raheja Jointly with Mr. Gopal L. Raheja
2.40
Sub total of G. L. Raheja Group
17.40
Chandru L. Raheja HUF Jointly with Mrs. Jyoti C. Raheja
14.00
Mr. Neel C. Raheja Jointly with Mrs. Jyoti C. Raheja
0.80
Mr. Ravi C. Raheja Jointly with Mrs. Jyoti C. Raheja.
0.80
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja.
2.00
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
4.40
M/s. Paramount Hotels Limited*
1.00
Sub total of C. L. Raheja Group
23.00
M/s. Dindoshila Estates Developers Private Limited
10.00
M/s. K. R. Consultants Private Limited
10.00
Mr. Chandru L. Raheja on behalf of K. Raheja Financiers &
16.48
Investors
Mr. Chandru L. Raheja for and on behalf of K. R. Finance
1.00
Gopal L. Raheja HUF for and on behalf of Alankar Enterprises
2.00
M/s. Sevaram Estates Private Limited
14.00
Mr. Chandru L. Raheja Jointly with Mr. Sandeep G. Raheja on
2.00
behalf of Satguru Enterprises
Mr. Sandeep G. Raheja Jointly with Mr. Ravi C. Raheja on
2.00
behalf of Ruby Enterprises
Sub total of Mumbai Undivided Entities
57.48
Chandru L. Raheja HUF -on behalf of M/s. K. Raheja
1.72
Development Corporation
Sub total of Southern Entity
1.72
Mr. Subhash P. Kher for and on behalf of Ganesh Corporation
0.40
Sub total of Others
0.40
Total
100.00
*Paramount Hotels Limited, is now known as K. Raheja Corp Private Limited
G. L. Raheja
C.L.Raheja
Mumbai
Undivided Entities
Southern Entities
Others
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 27, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 27, 1997 no further shareholders meetings have been held.
255
SHOPPING. AND BEYOND. TM
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 27, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 28, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mrs. Jyoti C. Raheja
Mr. Bindu K. Raheja
Group
G.L. Raheja
C. L. Raheja
Others
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 27, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 1, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 1, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation, but this company did follow such practice prior to the Arrangement.
In case of private companies retirement of directors depends on the provisions of the articles of
association of the company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61
Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies
(P.) Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held
that in the absence of a provision made in the articles of association of a private company, all the
directors of a company would be liable to retire at the end of each annual general meeting.
Mrs. Jyoti C. Raheja and Mrs. Bindu K. Raheja (out of the directors set out in the above chart) are
named as permanent directors in the articles of association. It may be assumed that in view of what
is stated above and in note 3 to the shareholding pattern on page 230 the remaining directors
would have retired and consequently Mrs. Jyoti C. Raheja and Mrs. Bindu K. Raheja would be the
directors as on the date of filing of the Draft Letter of Offer. However, the retired directors may
have held out as being directors after they are so assumed to have retired.
4.
Pursuant to the order dated May 29, 2000 of the Company Law Board, Western Region Bench,
Mumbai whereby the Company Law Board gave its consent for this company to issue 15,440
256
SHOPPING. AND BEYOND. TM
(Fifteen Thousand Four Hundred Forty Only) 10% non cumulative redeemable preference shares
Rs.100/- each and 10,180 (Ten Thousand One Hundred Eighty Only) 12% non cumulative
redeemable preference shares Rs.100/- each in lieu of amount payable on redemption of the
existing 15,440 (Fifteen Thousand Four Hundred Forty Only) 10% non cumulative redeemable
preference shares Rs.100/- each and 10,180 (Ten Thousand One Hundred Eighty Only) 12% non
cumulative redeemable preference shares Rs.100/- each. Compliance with the said order is
pending as on the date of the Draft Letter of Offer. The filing of the petition with the Company
Law Board, Western Region Bench, Mumbai, pursuant to which the said order is received, may be
a point of dispute between the C. L. Raheja family and the the G. L. Raheja family.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Particulars
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
1.38
0.81
1.08
(0.73)
(0.84)
(0.09)
0.50
0.50
0.50
(3.44)
(4.27)
(4.36)
(147.00)
(167.77)
(17.93)
(589.74)
(754.92)
(772.73)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005, 2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
(in Rs. Millions, except per share data)
Particulars
2005
Year Ended On 31st March,
2006
2007
Sales and Other Income
0.002
0.003
0.003
Profit / (Loss) After Tax
0.023
0.0003
0.0006
0.18
0.12
Earning Per Share (In Rupees)
4.58
As On 31st March,
2005
Equity Capital
2007
0.50
Reserves and Surplus
Book Value Per Share (In Rupees)
14.
2006
0.50
0.50
(0.84)
(0.84)
(0.84)
(69.05)
(68.98)
(68.86)
OYSTER SHELL ESTATE DEVELOPMENT PRIVATE LIMITED
This company was incorporated under the Companies Act on June 26, 1982. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry on business of
builders, contractors, erectors, constructors of buildings, structures or residential, commercial or industrial
or developer of amongst others holiday resorts, townships, hotels, preparing of building sites, decorating or
furnishing and maintaining amongst others flats, factories, shops, offices, hospitals, to deal in land and
257
SHOPPING. AND BEYOND. TM
house property and to carry on business as developers of land, buildings and immovable properties inter
alia by leasing of immovable properties.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of inter alia trading in shares, sale of shares, earning of interest income and
was a partner in a partnership firm engaged in the business of real estate development.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 28, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Mr. Sandeep G. Raheja Jointly with Mr. Gopal L. Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Executors of the Estate of Mrs. Sheila Raheja
Sub total of G. L. Raheja Group
Chandru L. Raheja HUF Jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Mr. Neel C. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mrs. Jyoti C. Raheja
Sub total of C. L. Raheja Group
M/s. K. R. Consultants Private Limited
M/s. Springleaf Properties Private Limited
Sub total of Mumbai Undivided Entities
Mrs. Bindu K. Raheja Jointly with Mr. Kishore L. Raheja
Sub total of Others
Total
Percentage
Shareholding (%)
16.00
6.00
20.40
42.40
10.00
10.00
12.00
12.00
44.00
6.60
6.60
13.20
0.40
0.40
100.00
Group
G. L. Raheja
C. L. Raheja
Mumbai
Undivided
Entities
Others
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 27, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 27, 1997 no further shareholders meetings have been held.
258
SHOPPING. AND BEYOND. TM
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 27, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 28, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
Group
G. L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 27, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 1, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 1, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation, but this company did follow such practice prior to the Arrangement.
In case of private companies retirement of directors depends on the provisions of the articles of
association of the company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61
Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies
(P.) Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held
that in the absence of a provision made in the articles of association of a private company, all the
directors of a company would be liable to retire at the end of each annual general meeting. It may
be assumed that as on the date of filing of the Draft Letter of Offer, the company had no directors
in view of what is stated above and in note 3 to the shareholding pattern on page 230 . However,
the directors may have held out as being directors after they are so assumed to have retired.
4.
Mr. Ravi C. Raheja from C. L. Raheja Group was appointed as an additional director of this
company with effect from May 12, 1998 by way of a resolution by circulation. His appointment is
also a point of dispute between C. L. Raheja family and the G. L. Raheja family and
correspondence has been exchanged in this regard. Since Mr. Ravi C. Raheja was appointed as an
additional director he was liable to retire on the date of the next Annual general meeting.
However, in view of what is stated in note 3 to the shareholding pattern on page 230 Mr. Ravi C.
Raheja has retired as director on the said date in the year 1998. After the appointment of Mr. Ravi
259
SHOPPING. AND BEYOND. TM
C. Raheja, the C. L. Raheja Group directors were in majority on the board and have passed
resolutions enabling filing of a petition with the Company Law Board, Western Region Bench,
Mumbai. But for this majority such resolutions may not have been passed. Pursuant to the said
petition the said Company Law Board Western Region Bench has issued its order dated May 29,
2000 whereby the Company Law Board gave its consent for this company to issue 5,000 (Five
Thousand) 4% non-cumulative redeemable preference shares of Rs.100/- each in lieu of amount
payable on redemption of the existing 5,000 (Five Thousand) 4% non- cumulative redeemable
preference shares. Compliance with the said order is pending. The filing of the said petition is also
a point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence
has been exchanged in this regard.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Particulars
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.75
0.10
0.40
(0.11)
(0.08)
0.22
0.05
0.05
0.05
(0.31)
(0.39)
(0.17)
(217.30)
(158.98)
449.07
(529.58)
(687.93)
(238.22)
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of Draft Letter of Offer is as
below
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.002)
(0.002)
(0.003)
(3.40)
(3.73)
As On 31 March,
(5.17)
Earning Per Share (In Rupees)
st
2005
2006
2007
Equity Capital
0.05
0.05
0.05
Reserves and Surplus
0.75
0.71
0.71
1520.13
1514.97
Book Value Per Share (In Rupees)
15.
1594.56
PENINSULAR HOUSING FINANCE PRIVATE LIMITED
This company was incorporated under the Companies Act on October 8, 1986. As stated in the main
objects contained in its memorandum of association this company is permitted to inter alia carry on
business of financing the sale of houses, buildings and flats amongst others.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
260
SHOPPING. AND BEYOND. TM
business activities comprised of inter alia sale of shares, earning of interest income and some of the
activities mentioned in its main objects.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 30, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Percentage
Shareholding (%)
2.94
2.94
1.47
Gopal L. Raheja (HUF) Jointly with Mr. Sandeep G. Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Executors of the Estate of Mrs. Sheila Raheja
Ms. Sonali G. Raheja Jointly with Gopal L. Raheja
0.98
Sub total of G. L. Raheja Group
8.33
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
0.49
Chandru L. Raheja HUF Jointly with Mrs. Jyoti C. Raheja
1.96
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja Jointly
0.98
with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mrs. Jyoti C. Raheja
0.98
M/s. Paramount Hotels Limited*
10.59
K. Raheja Private Limited
36.47
Sub total of C. L. Raheja Group
51.47
Mr. Ravi C. Raheja Mr. Sandeep G. Raheja for K. RAHEJA
33.33
FINANCIERS & INVESTORS
Sub total of Mumbai Undivided Entities
33.33
Kishore L. Raheja HUF Jointly with Mrs. Bindu K. Raheja
2.94
M/s. Fortune Hotels & Estates Private Limited
3.93
Sub total of Others
6.87
Total
100.00
*Paramount Hotels Limited, is now known as K. Raheja Corp Private Limited
Group
G. L. Raheja
C. L. Raheja
Mumbai
Undivided
Entities
Others
Notes to the above chart:
1.
The equity shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 27, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 27, 1997 no further shareholders meetings have been held.
261
SHOPPING. AND BEYOND. TM
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 27, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 30, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
Group
G. L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 27, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 1, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 1, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation and no such practice was followed prior to the Arrangement. Consequently, it
may be assumed that the directorship of this company as on the date of filing the Draft Letter of
Offer continues to be the same as stated in the chart above.
In case of private companies retirement of directors depends on the provisions of the articles of
association of the company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61
Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies
(P.) Limited versus V. R. Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held
that in the absence of a provision made in the articles of association of a private company, all the
directors of a company would be liable to retire at the end of each annual general meeting.
Mr. Gopal L. Raheja and Mr. Chandru L. Raheja (out of the directors set out in the above chart)
are named as permanent directors in the articles of association. It may be assumed that in view of
what is stated above and in note 3 to the shareholding pattern on page 230 the remaining directors
would have retired and consequently Mr. Gopal L. Raheja and Mr. Chandru L. Raheja would be
the directors as on the date of filing of the Draft Letter of Offer. However, the retired directors
may have held out as being directors after they are so assumed to have retired.
262
SHOPPING. AND BEYOND. TM
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Particulars
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
1.59
1.80
2.55
0.81
0.88
1.43
5.10
5.10
5.10
3.25
4.13
5.56
15.87
17.23
28.06
163.62
180.90
209.02
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional and
nonfinalised accounts and subject to notes mentioned on page 314 of Draft Letter of Offer is as below
Particulars
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
2005
Sales and Other Income
0.00002
0.00001
Nil
Profit / (Loss) After Tax
(0.002)
(3.37)
(0.003)
(0.05)
(66.15)
As On 31st March,
(0.07)
Earning Per Share (In Rupees)
2005
Equity Capital
5.10
Reserves and Surplus
Book Value Per Share (In Rupees)
16.
2006
2007
5.10
5.10
8.50
5.12
5.12
266.58
200.42
200.36
RENDEZVOUS ESTATES PRIVATE LIMITED
This company was incorporated under the Companies Act on October 4, 1979. As stated in the main
objects contained in its memorandum of association this company is permitted to inter alia carry on
business of builders, contractors, erectors, constructors of buildings, structures residential, commercial or
industrial or developer of holiday resorts, townships, hotels, preparing of building sites, decorating,
furnishing and maintaining amongst others flats, factories, shops, offices, hospitals, to build or construct
surface metal or otherwise repair roads, construct dams, bridges and canals and to deal in or sell, lease,
exchange or otherwise with land and house property and carry on business of estate owners, dealers and
agents.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations except
for earning of lease rent. During all or any of the financial years ended March 31, 1994, March 31, 1995
and March 31, 1996 this company’s business activities comprised of inter alia sale of shares, earning of
interest income and some of the activities mentioned in its main objects.
Shareholding Pattern
263
SHOPPING. AND BEYOND. TM
The shareholding pattern of this company as mentioned in the annual return filed with the ROC (which is
the last annual return filed prior to the Arrangement) containing information as of September 30, 1996
(which is the date of the annual general meeting as shown in the annual return) is set out below:
Names of Shareholders
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja,
Executors of the Estate of Mrs. Sheila Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja.
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Sub total of C. L. Raheja Group
M/s. Oyster Shell Estate Development Private Limited
M/s Dindoshila Estate Developers Private Limited
M/s. Springleaf Properties Private Limited
Sub total of Mumbai Undivided Entities
Mrs. Bindu K. Raheja Jointly with Mr. Kishore L. Raheja
Mr. Kishore L. Raheja Jointly with Mrs. Bindu K. Raheja
Sub total of Others
Total
Percentage
Shareholding (%)
29.00
5.00
34.00
10.20
8.00
18.20
10.00
8.00
7.80
25.80
12.00
10.00
22.00
100.00
Group
G. L. Raheja
C. L. Raheja
Mumbai
Undivided
Entities
Others
Notes to the above chart:
1.
The equity shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 30, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 30, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 30, 1997 and the filing of
the last annual accounts for year ended March 31, 1996 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 30, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
264
SHOPPING. AND BEYOND. TM
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Ravi C. Raheja
Group
G.L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 30, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the date of the Arrangement no further board
meetings have been held.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation and no such practice was followed prior to the Arrangement. Consequently, it
may be assumed that the directorship of this company as on the date of filing the Draft Letter of
Offer continues to be the same as stated in the chart above.
4.
In case of private companies retirement of directors depends on the provisions of the articles of
association of the company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61
Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies
(P.) Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held
that in the absence of a provision made in the articles of association of a private company, all the
directors of a company would be liable to retire at the end of each annual general meeting.
Mr. Gopal L. Raheja and Mr. Chandru L. Raheja (out of the directors set out in the above chart)
are named as permanent directors in the articles of association. It may be assumed that in view of
what is stated above and in note 3 to the shareholding pattern on page 230 the remaining directors
would have retired and consequently Mr. Gopal L. Raheja and Mr. Chandru L. Raheja would be
the directors as on the date of filing of the Draft Letter of Offer. However, the retired directors
may have held out as being directors after they are so assumed to have retired.
Financial Performance
The financial performance of this company based on last available audited accounts is as below
Year Ended March 31
1994
1995
1996
(in Rs. millions, except share data)
1.36
0.86
0.81
0.68
0.49
0.25
0.10
0.10
0.10
1.69
2.19
2.44
684.64
494.92
249.36
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
265
SHOPPING. AND BEYOND. TM
Book Value Per Share
1792.36
2287.66
2537.39
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
Particulars
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
2005
Sales and Other Income
0.13
0.66
0.13
Profit / (Loss) After Tax
0.08
0.66
0.12
75.79
656.46
As On 31st March,
124.12
Earning Per Share (In Rupees)
2005
Equity Capital
0.10
Reserves and Surplus
Book Value Per Share (In Rupees)
17.
2006
2007
0.10
0.10
3.84
4.50
4.62
3939.98
4596.44
4720.56
RAHEJA HOTELS LIMITED
This company was incorporated under the Companies Act on August 3, 1990 as a private limited company.
Subsequently it was converted into a public limited company and its name was changed Raheja Hotels
Limited on September 2, 1992. As stated in the main objects contained in its memorandum of association
this company is permitted to inter alia own, purchase, acquire, operate, manage inter alia hotels, restaurants,
clubs, casino’s.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of someof the activities mentioned in its main objects.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 30, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Gopal L. Raheja (HUF) Jointly with Mr. Sandeep G. Raheja
Mr. Sandeep G. Raheja Jointly with Mr. Gopal L. Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja,
Executors of the Estate of Mrs. Sheila Raheja
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja.
Chandru L. Raheja HUF Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Neel C. Raheja Jointly with Mrs. Jyoti C. Raheja
266
Percentage
Shareholding (%)
20.00
10.00
10.00
10.00
50.00
10.00
10.00
10.00
10.00
Group
G. L. Raheja
C. L. Raheja
SHOPPING. AND BEYOND. TM
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Sub total of C. L. Raheja Group
Total
10.00
50.00
100.00
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 30, 1997. The convening,
holding and the business transacted at the said Annual general meeting of 1997 is a point of
dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
Note: A notice of default in filing of Annual Return, Balance Sheet and Profit and Loss Account as
of March 2006 of this company has been received at the registered office of this company
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 30, 1997 no further shareholders meetings have been held.
4.
In view of the failure to increase the paid-up capital in accordance with the provisions of section 3
of the Act, this company is deemed to be a defunct company within the meaning of section 560 of
the Act. in which case the ROC would be entitled to strike off the name of this company from the
register. However, to the knowledge of the Promoters, this company has not received any
notice/letter from the ROC in this regard as on date of filing the Draft Letter of Offer.
5.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 30, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 30, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Ravi C. Raheja
Group
G. L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 30, 1997. The
267
SHOPPING. AND BEYOND. TM
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 4, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 4, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this company do not provide that the directors would have to retire
by rotation, but since this company is a public company, the directors did retire by rotation prior to
the Arrangement. Consequently, in view of what is stated in note 3 to the shareholding pattern on
page 230 as on the date of filing the Draft Letter of Offer all the directors of this company would
be deemed to have retired by rotation the applicable dates on which the annual general meeting
ought to have been held as per the requirements of law. However, the directors may have held out
as being directors after they would be deemed to have so retired.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
1.21
2.60
3.36
(0.18)
0.34
0.51
0.10
0.10
0.10
(0.18)
0.16
0.67
(175.18)
335.09
513.11
(78.57)
257.20
770.99
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005, 2006 and 2007 based on unaudited, provisional and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below :
Financial Performance
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.41)
(0.02)
(0.02)
(406.30)
(21.77)
(19.86)
Earning Per Share (In Rupees)
As On 31st March,
2005
Equity Capital
2006
0.10
268
2007
0.10
0.10
SHOPPING. AND BEYOND. TM
Reserves and Surplus
Book Value Per Share (In Rupees)
18.
(2.87)
(2.89)
(2.91)
(2766.34)
(2788.11)
(2807.98)
SEA BREEZE ESTATE DEVELOPMENT PRIVATE LIMITED
This company was incorporated under the Companies Act on June 26, 1982. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry on business of
builders, contractors, erectors, constructors of buildings, structures residential, commercial or industrial
developers of inter-alia holiday resorts, townships, hotels, preparing of building sites, decorating or
furnishing and maintaining amongst others flats, factories, shops, offices, hospitals, to deal in land and
house property to carry on business as developers of land, buildings, immovable properties by leasing
disposing off the same.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations except
for earning of rent. During all or any of the financial years ended March 31, 1995, March 31, 1996 and
March 31, 1997 this company’s business activities comprised of inter alia trading in shares and someof the
activities mentioned in its main objects.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 30, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja.
Sub total of C. L. Raheja Group
Mrs. Bindu K. Raheja Jointly with Mr. Kishore L. Raheja
Sub total of Others
Total
Percentage
Shareholding (%)
50.00
50.00
50.00
50.00
100.00
Group
C. L. Raheja
Others
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 30, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company).
269
SHOPPING. AND BEYOND. TM
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 30, 1997 no further shareholders meetings have been held.
4.
In view of the failure to increase the paid-up capital in accordance with the provisions of section 3
of the Act, this company is deemed to be a defunct company within the meaning of section 560 of
the Act. in which case the ROC would be entitled to strike off the name of this company from the
register. However, to the knowledge of the Promoters, this company has not received any
notice/letter from the ROC in this regard as on date of filing the Draft Letter of Offer.
5.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 30, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 30, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Ravi C. Raheja
Group
G. L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 30, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 4, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 4, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
As per the articles of association of this private company none of the directors are liable to retire
by rotation. Consequently, it may be assumed that the directorship of this company as on the date
of filing the Draft Letter of Offer continues to be the same as stated in the chart above.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.007
0.36
0.22
(2.08)
(2.57)
(3.13)
Particulars
Sales and Other Income
Profit/(Loss) After Tax
270
SHOPPING. AND BEYOND. TM
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
0.0004
(3.78)
(518,890.14)
(943,914.52)
0.0004
(6.34)
(641,572.83)
(1,585,444.60)
0.0004
(9.47)
(783,208.24)
(2,368,610.08)
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
0.24
0.25
0.25
Profit / (Loss) After Tax
0.24
0.17
0.19
60416.57
42766.75
46782.50
Earning Per Share (In Rupees)
As On 31st March,
2005
2006
2007
Equity Capital
0.0004
0.0004
0.0004
Reserves and Surplus
(14.13)
(13.95)
(13.77)
(3531332.69)
(3488565.94)
(3441783.44)
Book Value Per Share (In Rupees)
19.
SEVARAM ESTATES PRIVATE LIMITED
This company was incorporated under the Companies Act on December 24, 1977 as Sevaram Estates And
Investments Private Limited. Subsequently the name was changed to Sevaram Estates Private Limited on
January 15, 1996. As stated in the main objects contained in its memorandum of association this company
is permitted to inter alia carry on business of investing in acquiring and holding amongst others shares,
debentures and securities and to carry on business as builders, contractors, developers and promoters of cooperative societies and deal in real estate business and to deal by way sell, lease, exchange or otherwise
with land and house property and other immovable properties.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of inter alia earning of interest income and this company was a partner in a
partnership firm carrying on business of real estate development.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 30, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Percentage
Shareholding (%)
271
Group
SHOPPING. AND BEYOND. TM
Mr. Sandeep G. Raheja Jointly with Mr. Gopal L. Raheja
Ms. Sonali G. Raheja Jointly with Mr. Gopal L. Raheja
Sub total of G. L. Raheja Group
Chandru L. Raheja HUF Jointly with Mrs. Jyoti Chandru Raheja
Mr. Neel C. Raheja Jointly with Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja Jointly with Mrs. Jyoti C. Raheja
Sub total of C. L. Raheja Group
M/s. Springleaf Properties Private Limited
M/s. Dindoshila Estate Developers Private Limited
Sub total of Mumbai Undivided Entities
Total
4.97
11.93
16.90
9.94
3.98
3.97
17.89
53.28
11.93
65.21
100.00
G. L. Raheja
C. L. Raheja
Mumbai
Undivided
Entities
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 30, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last Annual General Meeting of this
company held on September 30, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 30, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 30, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Neel C. Raheja
Mr. Kishore L. Raheja
Group
G.L. Raheja
C.L. Raheja
Others
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
272
SHOPPING. AND BEYOND. TM
contains reference to an annual general meeting held on the said September 30, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 4, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 4, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation, but this company did follow such practice prior to the Arrangement.
In case of private companies retirement of directors depends on the provisions of the articles of
association of the company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61
Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies
(P.) Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held
that in the absence of a provision made in the articles of association of a private company, all the
directors of a company would be liable to retire at the end of each annual general meeting. It may
be assumed that as on the date of filing of the Draft Letter of Offer, the company had no directors
in view of what is stated above and in note 3 to the shareholding pattern on page 230. However,
the directors may have held out as being directors after they are so assumed to have retired.
4.
Pursuant to the order dated May 29, 2000 of the Company Law Board, Western Region Bench,
Mumbai whereby the Company Law Board gave its consent for this company to issue 11,650
(Eleven Thousand Six Hundred Fifty Only) 10% non cumulative redeemable preference shares of
Rs,100/- each in lieu of amount payable on redemption of the existing 11,650 (Eleven Thousand
Six Hundred Fifty Only) 10% non cumulative redeemable preference shares of Rs,100/- each.
Compliance with the said order is pending as on the date of the Draft Letter of Offer. The filing of
the petition with the Company Law Board, Western Region Bench, Mumbai, pursuant to which
the said order is received, may be a point of dispute between C. L. Raheja family and the G. L.
Raheja family.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
2.18
1.34
1.15
0.50
0.42
0.62
0.10
0.10
0.10
5.84
6.24
6.86
498.93
419.68
614.60
5901.39
6306.61
6921.24
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
273
SHOPPING. AND BEYOND. TM
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below:
Particulars
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
2005
Sales and Other Income
0.0005
Profit / (Loss) After Tax
Earning Per Share (In Rupees)
0.44
Nil
(0.09)
(0.33)
(0.09)
(88.95)
(327.84)
st
As On 31 March,
(91.35)
2005
2006
2007
Equity Capital
0.10
0.10
0.10
Reserves and Surplus
4.23
4.56
4.47
4306.37
4634.21
4542.86
Book Value Per Share (In Rupees)
20.
S. K. ESTATES PRIVATE LIMITED
This company was incorporated under the Companies Act on January 29, 1980. As stated in the main
objects contained in its memorandum of association this company is permitted to inter alia carry on
business of purchasing for investment or resale and to traffic in land and house and other property and any
interest there in and to make advances upon security of land, to deal and traffic by way of sell, lease,
exchange or otherwise with land and house property and other immovable properties and business of estate
agents amongst others.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of inter alia trading in shares, earning of interest income and someof the
activities mentioned in its main objects.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 27, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Percentage
Shareholding (%)
99.91
Suruchi Trading Private Limited
Suruchi Trading Private Limited Jointly with Mr. Gopal L.
Raheja Jointly with Mr. Chandru L. Raheja
Total
Group
Mumbai
Undivided Entities
0.09
100.00
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 27, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
274
SHOPPING. AND BEYOND. TM
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
To the knowledge of the C. L. Raheja Group the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/ agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 27, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 27, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 27, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Group
Mr. Gopal L. Raheja
G.L. Raheja
Mr. Sandeep G. Raheja
Mr. Durga S. Raheja
Mr. Chandru L. Raheja
C. L. Raheja
Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 27, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 27, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 3, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 3, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation, but this company did follow such practice prior to the Arrangement.
4.
In case of private companies retirement of directors depends on the provisions of the articles of
association of the company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
275
SHOPPING. AND BEYOND. TM
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61
Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies
(P.) Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held
that in the absence of a provision made in the articles of association of a private company, all the
directors of a company would be liable to retire at the end of each annual general meeting
Mrs. Jyoti C. Raheja (out of the directors set out in the above chart) is named as a permanent
director in the articles of association. It may be assumed that in view of what is stated above and in
note 3 to the shareholding pattern on page 230 the remaining directors would have retired and
consequently Mrs. Jyoti C. Raheja would be the director as on the date of filing of the the Draft
Letter of Offer However, the retired directors may have held out as being directors after they are
so assumed to have retired.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Particulars
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
5.65
1.02
70.53
(2.65)
(7.92)
17.63
0.11
0.11
0.11
21.09
13.17
30.80
(2395.26)
(7161.55)
15938.60
19163.96
12009.43
27948.16
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
Particulars
2005
(in Rs. Millions, except per share data)
Year Ended On 31st March,
2006
2007
Sales and Other Income
0.003
0.05
0.012
Profit / (Loss) After Tax
(0.67)
(0.58)
(0.008)
(603.53)
(523.56)
As On 31st March,
(7.23)
Earning Per Share (In Rupees)
2005
Equity Capital
0.11
Reserves and Surplus
Book Value Per Share (In Rupees)
21.
2006
2007
0.11
0.11
(45.24)
(45.82)
(45.81)
(40803.14)
(41326.70)
(41319.48)
SPRINGLEAF PROPERTIES PRIVATE LIMITED
This company was incorporated under the Companies Act on June 26, 1982. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry on business of
276
SHOPPING. AND BEYOND. TM
builders, contractors, erectors, constructors of buildings, structures residential, commercial or industrial
developers of holiday resorts, townships, hotels, preparing of building sites, decorating or furnishing and
maintaining amongst others flats, factories, shops, offices, hospitals, to deal in land and house property and
carry on business as developers of land, buildings and immovable properties by amongst others leasing and
disposing off the same.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 this company’s
business activities comprised of inter alia sale of shares and earning of interest income.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 30, 1996 (which is the date of the annual general
meeting as shown in the annual return) set out below:
Names of Shareholders
Gopal L. Raheja (HUF) Jointly with Mr. Sandeep G. Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja Executors
of the Estate of Mrs. Sheila Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
M/s. Greenfield Hotels & Estates Private Limited
Sub total of G. L. Raheja Group
Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja.
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Chandru L. Raheja HUF Jointly with Mrs. Jyoti C. Raheja
Sub total of C. L. Raheja Group
M/s. K. R. Consultants Private Limited
Sub total of Mumbai Undivided Entity
Total
Percentage
Shareholding (%)
17.33
17.73
4.98
9.96
50.00
17.13
17.93
4.98
40.04
9.96
9.96
Group
G. L. Raheja
C. L. Raheja
Mumbai
Undivided
Entity
100.00
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 30, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 30, 1997 no further shareholders meetings have been held.
277
SHOPPING. AND BEYOND. TM
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 30, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 30, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mrs. Jyoti C. Raheja
Group
G. L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 30, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 4, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 4, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
3.
The articles of association of this private company do not provide that the directors would have to
retire by rotation and no such practice was followed prior to the Arrangement. Consequently, it
may be assumed that the directorship of this company as on the date of filing the Draft Letter of
Offer continues to be the same as stated in the chart above.
In case of private companies retirement of directors depends on the provisions of the articles of
association of the company and in the absence of any such provisions the directors continue until
removed under Section 284 of the Companies Act. This is the position taken by the High Court of
Punjab and Haryana in S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61
Com Cases 618.
.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies
(P.) Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held
that in the absence of a provision made in the articles of association of a private company, all the
directors of a company would be liable to retire at the end of each annual general meeting.
Mrs. Jyoti C. Raheja (out of the directors set out in the above chart) is named as a permanent
director in the articles of association. It may be assumed that in view of what is stated above and in
note 3 to the shareholding pattern on page 230 the remaining directors would have retired and
consequently Mrs. Jyoti C. Raheja would be the director as on the date of filing of the Draft Letter
of Offer. However, the retired directors may have held out as being directors after they are so
assumed to have retired.
278
SHOPPING. AND BEYOND. TM
4.
Mr. Ravi C. Raheja from C. L. Raheja Group was appointed as an additional director of this
company with effect from May 12, 1998 by way of a resolution by circulation. His appointment
may be a point of dispute between C. L. Raheja family and the G. L. Raheja family.. Since Mr.
Ravi C. Raheja was appointed as an additional director he was liable to retire on the date of the
next Annual General meeting. However, in view of what is stated in note 3 to the shareholding
pattern on page 230, Mr. Ravi C. Raheja has retired as director on the said date in the year 1998.
After the appointment of Mr. Ravi C. Raheja, the C. L. Raheja Group directors were in majority
on the board and have passed resolutions enabling filing of a petition with the company Law
Board, Western Region Bench, Mumbai. But for this majority such resolutions may not have been
passed. Pursuant to the said petition the said Company Law Board Western Region Bench has
issued its order dated May 29, 2000 whereby the Company Law Board gave its consent for this
company to issue 6,000 (Six Thousand) 4% non-cumulative redeemable preference shares of
Rs.100/- each in lieu of amount payable on redemption of the existing 6,000 (Six Thousand) 4%
non-cumulative redeemable preference shares. Compliance with the said order is pending. The
filing of the said petition may be a point of dispute between C. L. Raheja family and the G. L.
Raheja family.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.10
0.14
0.56
0.04
0.05
0.51
0.0502
0.0502
0.0502
0.55
0.59
1.10
80.90
90.96
1007.69
1,188.27
1280.42
2,289.30
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional
and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is
as below
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
Nil
0.02
Nil
Profit / (Loss) After Tax
(0.002)
0.01
(0.003)
(3.39)
26.87
(5.15)
Earning Per Share (In Rupees)
As On 31st March,
2005
Equity Capital
2006
0.05
279
2007
0.05
0.05
SHOPPING. AND BEYOND. TM
Reserves and Surplus
Book Value Per Share (In Rupees)
22.
1.12
1.13
1.13
2331.35
2358.23
2353.08
SURUCHI TRADING PRIVATE LIMITED
This company was incorporated under the Companies Act on October 16, 1986. As stated in the main
objects contained in its memorandum of association this company is permitted to inter alia carry on
business as traders, dealers of amongst others merchandise, goods, articles, commodities and to deal in, as
exporters, importers, merchants of amongst others building materials, hardware and other products.
To the knowledge of the C. L. Raheja Group this company has currently no commercial operations except
for earning of lease rent. During all or any of the financial years ended March 31, 1995, March 31, 1996
and March 31, 1997 this company’s activities comprised of inter alia sale of shares, earning of interest
income, some of the activities mentioned in its main objects and was a partner in a partnership firm
carrying on business of real estate development.
Shareholding Pattern
The equity shareholding pattern of this company based on the last annual return filed with the ROC prior to
the Arrangement containing information as of September 28, 1996 (which is the date of the annual general
meeting as shown in the annual return) is set out below:
Names of Shareholders
Ms. Sabita G. Raheja
Mr. Sandeep G. Raheja Jointly with Mr. Gopal L. Raheja
Ms. Sonali G. Raheja Jointly with Mr. Gopal L. Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja,
Executors of the Estate of Mrs. Sheila Raheja
Sub total of G. L. Raheja Group
Mr. Chandru L. RahejaJointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly with Mr. Chandru L. Raheja
Mr. Ravi C. Raheja Jointly with Mr. Chandru L. Raheja
Mr. Neel C. Raheja Jointly with Mrs. Jyoti C. Raheja
Sub total of C. L. Raheja Group
Total
Percentage
Shareholding (%)
10.00
10.00
10.00
10.00
10.00
50.00
12.50
12.50
12.50
12.50
50.00
100.00
Group
G. L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on September 30, 1997. The convening,
holding and the business transacted at the said annual general meeting of 1997 is a point of dispute
between C. L. Raheja family and the G. L. Raheja family and correspondence has been exchanged
in this regard.
2.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
280
SHOPPING. AND BEYOND. TM
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.).
3.
To the knowledge of the C. L. Raheja Group, since the last annual general meeting of this
company held on September 30, 1997 no further shareholders meetings have been held.
4.
Based on records available at Construction House A, 24th Road, Khar, Mumbai - 400 052 after the
filing of the last annual return containing information as of September 30, 1997 and the filing of
the last annual accounts for year ended March 31, 1997 with the ROC, there is no further filing of
annual return and annual accounts with the ROC.
The names of directors of this company as mentioned in the annual return filed with the ROC containing
information as of September 28, 1996 (which is the last annual return filed prior to the Arrangement) is set
out below:
Names of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Durga S. Raheja
Mr. Chandru L. Raheja
Mrs. Jyoti C. Raheja
Mr. Ravi C. Raheja
Group
G.L. Raheja
C. L. Raheja
Notes to the above chart:
1.
The names of directors set out above are the same in the annual return filed with the ROC
containing the information as of September 30, 1997 which to the knowledge of the C. L. Raheja
Group is the last annual return filed after the Arrangement. The said annual return of 1997
contains reference to an annual general meeting held on the said September 30, 1997. The
convening, holding and the business transacted at the said annual general meeting of 1997 is a
point of dispute between C. L. Raheja family and the G. L. Raheja family and correspondence has
been exchanged in this regard.
2.
As per the articles of association of this private company none of the directors are liable to retire
by rotation. Consequently, it may be assumed that the directorship of this company as on the date
of filing the Draft Letter of Offer continues to be the same as stated in the chart above.
3.
To the knowledge of the C. L. Raheja Group, since the last board meeting of this company held on
September 4, 1997 no further board meetings have been held. The convening, holding and the
business transacted at the said board meeting of September 4, 1997 is also a point of dispute
between the C. L. Raheja family and the G. L. Raheja family and correspondence has been
exchanged in this regard.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.77
0.18
0.09
Particulars
Sales and Other Income
281
SHOPPING. AND BEYOND. TM
Profit/(Loss) After Tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
(0.42)
0.10
(0.56)
(420.38)
(464.24)
(0.34)
0.10
(0.90)
(336.53)
(800.77)
(0.37)
0.10
(1.26)
(368.89)
(1169.66)
The financial performance of this company for 2005,2006 and 2007 based on unaudited, provisional and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
0.002
0.001
0.003
Profit / (Loss) After Tax
(0.18)
(0.20)
(0.01)
(176.00)
(202.51)
(11.92)
Earning Per Share (In Rupees)
As On 31st March,
2005
Equity Capital
23.
2007
0.10
0.10
0.10
(2.96)
(3.16)
(3.18)
(2865.02)
(3069.13)
(3081.04)
Reserves and Surplus
Book Value Per Share (In Rupees)
2006
WISEMAN FINANCE PRIVATE LIMITED
This company was incorporated under the Companies Act on July 23, 1987. As stated in the main objects
contained in its memorandum of association this company is permitted to inter alia carry out business of all
types of financial operations and services including factoring, hire-purchase, leasing, making of loans and
financing industrial enterprises which business activities this company is engaged in.
Shareholding Pattern:
The shareholding pattern of this company as mentioned in the annual return filed with the ROC containing
information as of September 27, 2007 (which is the date of the annual general meeting as shown in the
annual return) and which is also contained in the Register of Members of this company (available at the
registered office of this company) as on the date of filing the Draft Letter of Offer is as set out in the chart
below:
Names of Shareholders
Percentage
Shareholding (%)
2.02
2.53
Mr. Sandeep G. Raheja
Mrs. Sonali S. Arora*
282
Group
G. L. Raheja
SHOPPING. AND BEYOND. TM
Sub total of G. L. Raheja Group
4.55
Mr. Chandru L. Raheja
0.03
Mr. Ravi C. RahejaJointly with Mr. Chandru L. Raheja
2.02
Mr. Neel C. Raheja Jointly with Mr. Chandru L. Raheja **
2.53
C. L. Raheja
Paramount Hotels Limited
24.24
K. Raheja Private Limited
42.42
Sub total of C. L. Raheja Group
71.24
Mumbai
Rendezvous Estates Private Limited
10.1
Undivided Entities
Sub total of Mumbai Undivided Entities
10.1
Mr. Prem Das
10.12
Others
Fortune Hotels Private Limited ***
3.99
Sub total of Others
14.11
Total
100.00
Paramount Hotels Limited, is now known as K. Raheja Corp Private Limited
*In the Register of Members it is shown as Ms. Sonali G. Raheja (Minor) through father and natural
guardian Mr. Gopal L. Raheja Jointly with Mrs. Sheila G. Raheja
** In the Register of Members it is shown as Master Neel C. Raheja (Minor) through father and natural
guardian Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C. Raheja
*** In the Register of Members it is shown as Fortune Hotels & Estates Private Limited
Notes to the above chart:
1.
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of
filing the Draft Letter of Offer which continues to be as set out above in the shareholding pattern.
On the presumption that the remaining shareholders have not transferred any equity shareholding
in the said company, it may be assumed that the shareholding pattern of the company even as on
the date of the Draft Letter of Offer continues to be the same as mentioned in the chart above. This
statement is subject to the understanding/agreement, contained in the Writings between the two
groups, as to each group having equal ownership/interest/right in the said company (which is
irrespective of the actual shareholding/beneficial interest/ownership in such company.
2.
In this company the convening, holding and the business transacted at the annual general
meetings after the Arrangement may be disputed by the G. L. Raheja group.
3.
The names of the Directors of this company as mentioned in the annual return filed with the ROC
containing information as of September 27, 2007 which is also contained in the Register of
Directors of this company (available at the registered office of this company) as on the date of
filing the Draft Letter of Offer is set out in the chart below:
Names of Directors
Mr. Chandru L. Raheja
Mr. Anand P. Chandan
Group
C. L. Raheja
Others
Notes to the above chart:
1) In this company the convening, holding and the business transacted at the further board meetings
after the Arrangement may be disputed by the G. L. Raheja group.
2) Mr Premdas resigned from the Directorship and Managing Directorship of this Company on
November 9, 2005. Mr. Anand P. Chandan. and Mr. Suresh T. Katara were appointed as
Additional Directors of this company w.e.f. August 12, 2005. In view of what is stated in the
previous Note 1 their appointments can also be a point of dispute between the C.L. Raheja family
and the G.L. Raheja family. Since Mr. Anand P. Chandan and Mr. Suresh T. Katara were
appointed as additional Directors, each one of them was liable to retire on the date of the next
283
SHOPPING. AND BEYOND. TM
Annual General Meeting and were re-appoiinted at the said Annual General Meeting. In view of
what is stated in Note 2 to the shareholding pattern on page 230 , the re-appointment of Mr. Anand
P. Chandan and Mr. Suresh T. Katara at the said Annual General Meeting can also be a point of
dispute between C.L. Raheja family and the G.L. Raheja family. Mr. Suresh T. Katara resigned
from Directorship of this Company on September 30, 2006. In view of what is stated in the
previous Note 1 the resignation of Mr. Suresh T. Katara can also be a point of dispute between
C.L. Raheja family and the G.L. Raheja family.
Financial Performance
The financial performance of this company as per last audited accounts is as below:
However, the finalisation of accounts and audit of this company for financial years after the date of the
Arrangement may be a point of dispute between G. L. Raheja family and C. L. Raheja family and
correspondence has been exchanged in this regard.
(in Rs. Millions, except per share data)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
1.05
1.72
0.39
Profit / (Loss) After Tax
(0.94)
(2.84)
(1.54)
Earning Per Share (in Rupees)
(0.95)
(2.87)
(1.56)
Equity Capital
9.90
9.90
9.90
Reserves and Surplus
5.33
2.48
0.94
15.38
12.51
11.45
Book Value Per Share (In Rupees)
PARTNERSHIP FIRMS
1.
ALANKAR ENTERPRISES
The firm was constituted vide a Deed of Partnership dated October 1, 1983 under the Indian Partnership
Act, 1932 and was re-constituted vide Deeds of Partnership dated December 4, 1987, January 2, 1990,
October 1, 1991, November 5, 1992, April 1, 1993 read together with deed of retirement dated October
31,1987 and January 1,1990 and supplemental deed dated April 6, 1993. To the knowledge of the C. L.
Raheja Group the firm currently has no commercial operations except for earning of interest income and
lease rent.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is the
execution of building construction contracts, dealing in land, builders and of construction of residential
flats, office premises, shops, garages, etc., and sale thereof on ownership basis and such other business as
the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated April 1, 1993 read with
supplemental deed dated April 6, 1993 are as follows. This is subject to the understanding/agreement,
284
SHOPPING. AND BEYOND. TM
contained in the Writings between the two groups, as to each group having equal ownership/interest/right in
the said firm (which is irrespective of the actual shareholding/beneficial interest/ownership in such firm).
Names of Partner
Partner’s Share
(%)
4.00
4.00
70.00
3.00
3.00
84.00
4.00
3.00
3.00
10.00
3.00
3.00
6.00
100.00
Gopal L. Raheja Karta of Gopal Lachmandas (HUF)
Sandeep G.Raheja
Tropicana Properties Limited
K.Raheja Estates & Investments Private Limited
Greenfield Hotels & Estates Private Limited
Sub Total Of G.L.Raheja Group
Chandru L. Raheja
Ravi.C.Raheja
K.Raheja Private Limited
Sub Total Of C.L.Raheja Group
Sevaram Estates & Investments Private Limited
Neel Estates & Investments Private Limited
Sub Total of Mumbai Undivided Entities
Total
Group
G.L.Raheja
C.L.Raheja
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Particulars
Year Ended March 31
1996
(in Rs. millions, )
15.78
22.96
0.82
0.13
24.59
87.75
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
1997
58.04
8.52
12.93
The financial performance of this firm for 2005,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
0.01
0.03
0.02
Profit / (Loss) After Tax
0.01
0.01
0.02
As On 31st March,
2005
Partners’ Capital Account Cr / (Dr)
2.
2006
3.94
CRYSTAL CORPORATION & EVEREST ENTERPRISES
285
2007
3.95
3.94
SHOPPING. AND BEYOND. TM
The firm was constituted vide a Deed of Partnership dated February 17, 1986 under the Indian Partnership
Act, 1932 and was re-constituted vide Deed of Partnership dated December 4, 1987 read together with deed
of retirement dated October 31,1987 and supplemental deed dated April 6, 1993. To the knowledge of the
C. L. Raheja group the firm currently has no commercial operations.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is the
execution of building construction contracts, dealing in land, builders and of construction of flats, office
premises, shops, garages, etc., and sale thereof on ownership basis and acting as financiers and bankers and
such other business as the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated December 4, 1987 read
with supplemental deed dated April 6, 1993 are as follows. This is subject to the understanding/agreement,
contained in the Writings between the two groups, as to each group having equal ownership/interest/right in
the said firm (which is irrespective of the actual shareholding/beneficial interest/ownership in such firm).
Names of Partner
Partner’s Share
(%)
33.33
33.33
33.33
33.33
33.34
Chandru L. Raheja
Sub Total Of C.L.Raheja Group
Gopal Lachmandas (HUF)
Sub Total Of G.L.Raheja Group
K.R.Consultants Private Limited
Sub Total Of Mumbai Undivided Entity
Total
* rounded off
Group
C.L.Raheja
G.L.Raheja
Mumbai
Undivided Entity
33.34*
100.00
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Year Ended March 31
1996
(in Rs. millions, )
0.05
0.05
0.006
0.01
0.33
0.34
Particulars
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
1997
0.07
0.017
0.36
The financial performance of this firm for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below :
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
2007
Sales and Other Income
0.03
0.0012
Nil
Profit / (Loss) After Tax
0.03
0.0009
(0.00006)
286
SHOPPING. AND BEYOND. TM
As On 31st March,
2005
Partners’ Capital Account Cr / (Dr)
3.
2006
0.52
2007
0.52
0.54
CROWN ENTERPRISES
The firm was constituted vide a Deed of Partnership dated October 4, 1978 under the Indian Partnership
Act, 1932 and was re-constituted vide Deeds of Partnership dated July 6, 1980, March 11, 1981, April 2,
1982, April 3, 1984, December 4, 1987, October 3, 1988, November 5, 1992, April 1, 1993 read together
with deed of assignment dated March 10, 1981, deeds of retirement dated April 3,1984, October 31,1987
and October 3,1988 and supplemental deed dated April 6, 1993. To the knowledge of the C. L. Raheja
Group the firm currently has no commercial operations.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is of
builders and developers of real estate, execution of building construction contracts, dealing in land and
other real estate, and of construction of residential flats, office premises, shops, garages, etc., and sale
thereof on ownership basis and such other business as the partners may from time to time mutually agree
upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated April 1, 1993 read with
supplemental deed dated April 6, 1993 are as follows. This is subject to the understanding/agreement,
contained in the Writings between the two groups, as to each group having equal ownership/interest/right in
the said firm (which is irrespective of the actual shareholding/beneficial interest/ownership in such firm).
Names of Partner
Gopal L. Raheja, Karta of Gopal Lachmandas (HUF)
Sandeep G. Raheja
Ferani Hotels Private Limited
Greenfield Hotels & Estates Private Limited
Sub Total Of G.L.Raheja Group
Jyoti C. Raheja
Ravi C.Raheja
K.Raheja Private Limited
Sub Total Of C.L.Raheja Group
Sevaram Estates & Investments Private Limited
Rendezvous Estates Private Limited
Neel Estates & Investments Private Limited
Sub Total of Mumbai Undivided Entities
Total
Partner’s Share
(%)
7.00
7.00
40.00
7.00
61.00
7.00
7.00
6.00
20.00
7.00
6.00
6.00
19.00
100.00
Group
G.L.Raheja
C.L.Raheja
Mumbai Undivided
Entities
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Particulars
1995
Sales and Other Income
287
Year Ended March 31
1996
(in Rs. millions, )
2.53
13.09
1997
7.80
SHOPPING. AND BEYOND. TM
Profit/(Loss) After Tax
Partners’ Capital Account
0.13
43.25
0.30
4.68
0.26
(5.58)
The financial performance of this company for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.0009)
(0.0092)
(0.001)
As On 31st March,
2005
Partners’ Capital Account Cr / (Dr)
4.
2006
5.60
2007
5.59
5.59
EVERGREEN CONSTRUCTIONS
The firm was constituted vide a Deed of Partnership dated September 12, 1975 under the Indian Partnership
Act, 1932 and was re-constituted vide Deed of Partnership dated October 4, 1976. To the knowledge of the
C. L. Raheja Group the firm currently has no commercial operations.
As per the Deeds of Partnership, the business of the firm is of dealing in land and developing the land and
carrying on business as builders, construction of flats, office premises, garages, shops, etc and sale thereof
on ownership basis and such other business as the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated October 4,1976 are as
follows.) This is subject to the understanding/agreement, contained in the Writings between the two groups,
as to each group having equal ownership/interest/right in the said firm (which is irrespective of the actual
shareholding/beneficial interest/ownership in such firm.)
Names of Partner
Meena S. Raheja
Jonathan Ferreira
Philomena Machado
Francisca Ferreira
Smt. Kaushalya Lachamandas (Trustee Of Reshma Trust)*
Sub Total Of Others
Gopal Lachmandas Karta Of Gopal Lachmandas (HUF)
Sub Total Of G.L.Raheja Group
Chandru L. Raheja
Sub Total Of C.L.Raheja Group
Total
288
Partner’s Share
(%)
10.00
15.00
15.00
20.00
10.00
70.00
25.00
25.00
5.00
5.00
100.00
Group
Others
G.L.Raheja
C.L.Raheja
SHOPPING. AND BEYOND. TM
*Smt. Kaushalya Lachamandas has expired on 28th February, 2006.
Financial Performance
To the knowledge of the C. L. Raheja Group and based on the records available at Construction House ‘A’, 24th Road, Khar (West), Mumbai - 400 052 the accounts of this firm have been last finalized for year
ended September 30, 1986. The financial performance of this firm is as given below:
Particulars
1984
Sales and Other Income
Profit / (Loss) After Tax
Partners’ Capital Account
5.
Year Ended September 30
1985
1986
(in Rs. millions,)
Nil
Nil
Nil
Nil
(0.02)
(0.000005)
0.05
0.007
0.007
HONEY DEW CORPORATION
The firm was constituted vide a Deed of Partnership dated April 29, 1980 under the Indian Partnership Act,
1932 and was re-constituted vide Deeds of Partnership dated December 4, 1987, August 18, 1993, April 25,
1996 read together with deed of retirement dated October 31,1987 and supplemental deed dated April 6,
1993. To the knowledge of C. L. Raheja Group the firm currently has no commercial operations.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is of
financiers, execution of building construction contracts, dealing in land, carrying on business as builders
and of construction of flats, office premises, shops, garages, etc., and sale thereof on ownership basis and
such other business as the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated April 25, 1996 is as
follows. This is subject to the understanding/agreement, contained in the Writings between the two groups,
as to each group having equal ownership/interest/right in the said firm (which is irrespective of the actual
shareholding/beneficial interest/ownership in such firm).
Names of Partner
Partner’s Share
(%)
10.00
10.00
10.00
30.00
10.00
10.00
10.00
30.00
10.00
10.00
10.00
30.00
10.00
10.00
100.00
Chandru L. Raheja
Ivory Properties & Hotels Limited
K.Raheja Private Limited
Sub Total Of C.L.Raheja Group
Ferani Hotels Limited
K.R.Hotels & Estates Private Limited
Unique Estates Development Company Limited
Sub Total Of G.L.Raheja Group
K.R.Consultants Private Limited
Nectar Properties Private Limited
Sevaram Estates Private Limited
Sub Total Of Mumbai Undivided Entities
Bindu K.Raheja
Sub Total Of Others
Total
289
Group
C. L. Raheja
G. L. Raheja
Mumbai
Undivided
Entities
Others
SHOPPING. AND BEYOND. TM
Ivory Properties & Hotels Limited is now known as Ivory Properties & Hotels Private Limited
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
(in Rs. Millions)
Particulars
Year Ended March 31
1995
1996
1997
(in Rs. millions)
Sales and Other Income
Nil
0.02
5.85
Profit/(Loss) After Tax
Nil
(0.04)
(0.15)
Partners’ Capital Account
0.09
0.017
(1.56)
The financial performance of this firm for 2005,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below:
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
2007
Sales and Other Income
0.00075
0.00251
Nil
Profit / (Loss) After Tax
0.00070
0.00251
(0.00007)
As On 31st March,
2005
Partners’ Capital Account Cr / (Dr)
6.
8.12
2006
2007
8.12
8.12
KENWOOD ENTERPRISES
The firm was constituted vide a Deed of Partnership dated October 28, 1978 under the Indian Partnership
Act, 1932 and was re-constituted vide Deed of Partnership dated March 1, 1979 read together with deed of
retirement dated January 2, 1979. As per the last partnership deed, the partners and their respective shares
are setout in the chart mentioned hereunder. This is subject to the understanding/agreement, contained in
the Writings between the two groups, as to each group having equal ownership/interest/right in the said
firm (which is irrespective of the actual shareholding/beneficial interest/ownership in such firm).
Names of Partner
Suresh L. Raheja
Francisca Ferreira
Magdalene Ferreira
Norman Ferreira
Sub Total Of Others
Jyoti C. Raheja
Sub Total Of C.L.Raheja Group
Gopal L Raheja, Karta of Gopal Lachmandas (HUF)
290
Partner’s Share (%)
10.00
20.00
10.00
10.00
50.00
20.00
20.00
20.00
Group
Others
C.L.Raheja
G.L.Raheja
SHOPPING. AND BEYOND. TM
Sub Total Of G.L.Raheja Group
K Raheja Trusteeship Private Limited, Trustee of B. R. Trust
Sub-total of Mumbai Undivided Entities
Total
20.00
10.00
10.00
100.00
Mumbai
Undivided Entities
The firm may have undergone a change in its constitution since the annual accounts for the year ended
December 31, 1987 show the following as partners with their respective shares and there is no partnership
deed available for the said change with the C L Raheja Group.
Names of Partner
Partner’s Share (%)
10.00
B. R. Trust
Sub-Total of Mumbai Undivided Entity
Francisca Ferreira
Magdalene Ferreira
Norman Ferreira
Sub Total Of Others
Jyoti C. Raheja
Sub Total Of C.L.Raheja Group
Gopal Lachmandas (HUF)
Sub Total Of G.L.Raheja Group
Total
Group
Mumbai
Undivided Entities
10.00
20.00
10.00
10.00
40.00
25.00
25.00
25.00
25.00
100.00
Others
C.L.Raheja
G.L.Raheja
To the knowledge of the C. L. Raheja Group the firm currently has no commercial operations. As per the
Deeds of Partnership, the business of the firm is of developing the land and constructing of flats, office
premises, garages, shops, etc and sale thereof on ownership basis and such other business as the partners
may from time to time mutually agree upon.
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Particulars
Year Ended March 31
1996
(in Rs. millions)
Nil
Nil
(0.00002)
Nil
(0.006)
(0.006)
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
1997
Nil
Nil
(0.006)
The financial performance of this firm for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.00013)
(0.00019)
(0.00011)
As On 31st March,
291
SHOPPING. AND BEYOND. TM
2005
Partners’ Capital Account Cr / (Dr)
7.
2006
(0.006)
2007
(0.007)
(0.007)
K. RAHEJA FINANCIERS & INVESTORS
The firm was constituted vide a Deed of Partnership dated September 23, 1986 under the Indian Partnership
Act, 1932 and was re-constituted vide Deeds of Partnership dated October 1, 1987, April 3, 1989, April 2,
1990, November 5, 1992, and January 16, 1995,deed of retirement dated January 16, 1995 read together
with supplemental deed dated April 6, 1993 are the deeds available at Construction House - A, 24th Road,
Khar, Mumbai - 400 052 the office of the firm mentioned in the deeds. To the knowledge of the C. L.
Raheja Group the firm currently has no commercial operations except for earning of leave and license fees.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is of
execution of building construction contracts, dealing in land and other real estate, and the business of
builders and developers of real estate, etc and acting as financiers and bankers and such other business as
the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated January 16, 1995 is as
follows. This is subject to the understanding/agreement, contained in the Writings between the two groups,
as to each group having equal ownership/interest/right in the said firm (which is irrespective of the actual
shareholding/beneficial interest/ownership in such firm).
Names of Partner
Partner’s Share
(%)
5.00
5.00
5.00
65.00
80.00
5.00
5.00
10.00
5.00
5.00
5.00
5.00
100.00
Gopal L. Raheja, Karta of Gopal Lachmandas (HUF)
Sandeep G.Raheja
K.Raheja Estates & Investments Private Limited
Unique Estates Development Company Limited
Sub Total Of G.L.Raheja Group
Chandru L. Raheja, Karta of Chandru Lachmandas (HUF)
Ravi C. Raheja
Sub Total Of C.L.Raheja Group
Debonair Estates Development Private Limited
Sub Total Of Mumbai Undivided Entity
Kishore L. Raheja
Sub Total of others
Total
Group
G.L.Raheja
C. L. Raheja
Mumbai
Undivided Entity
Others
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Year Ended March 31
1996
(in Rs. millions,a)
30.43
38.64
2.09
2.54
145.17
50.36
Particulars
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
292
1997
19.01
1.36
4.09
SHOPPING. AND BEYOND. TM
The financial performance of this firm for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
2007
Sales and Other Income
0.39
0.009
0.02
Profit / (Loss) After Tax
0.39
(0.014)
0.0004
As On 31st March,
2005
Partners’ Capital Account Cr / (Dr)
8.
2006
19.85
2007
19.70
19.72
K.R.FINANCE
The firm was constituted vide a Deed of Partnership dated April 4, 1984 under the Indian Partnership Act,
1932 and was re-constituted vide Deeds of Partnership dated December 4, 1987, January 25, 1988, April 3,
1989, October 5, 1990, November 5, 1992, April 4, 1994 read together with deed of retirement dated
October 31, 1987 and August 10, 1993 and supplemental deed dated April 6, 1993 and August 18, 1993. To
the knowledge of the C. L. Raheja Group the firm currently has no commercial operations.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is of
execution of building construction contracts, dealing in land, builders and of construction of flats, office
premises, shops, garages, etc., and sale thereof on ownership basis and acting as financiers and bankers and
such other business as the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated April 4, 1994 .is as
follows. This is subject to the understanding/agreement, contained in the Writings between the two groups,
as to each group having equal ownership/interest/right in the said firm (which is irrespective of the actual
shareholding/beneficial interest/ownership in such firm).
Names of Partner
Gopal L. Raheja Karta of Gopal Lachmandas (HUF)
Sandeep G.Raheja
K.R.Hotels & Estates Private Limited
K.Raheja Estates & Investments Private Limited
Tropicana Properties Limited
Sub Total Of G.L.Raheja Group
Chandru L. Raheja
K. Raheja Private Limited
Paramount Hotels Private Limited
Sub Total Of C.L.Raheja Group
S. K. Estates Private Limited
Sub Total Of Mumbai Undivided Entity
Ashok G.Raheja
Partner’s Share (%)
3.00
4.00
10.00
10.00
20.00
47.00
10.00
10.00
20.00
40.00
10.00
10.00
3.00
293
Group
G.L.Raheja
C.L.Raheja
Mumbai
Undivided
Entity
Others
SHOPPING. AND BEYOND. TM
Sub Total of others
3.00
Total
100.00
Paramount Hotels Limited, is now known as K. Raheja Corp Private Limited
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Year Ended March 31
1996
(in Rs. millions,)
21.66
44.91
(0.0001)
0.33
17.28
58.53
Particulars
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
1997
76.61
5.58
166.29
The financial performance of this firm for 2005,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
Particulars
2005
(in Rs. Millions)
Year Ended On 31st March,
2006
2007
Sales and Other Income
Nil
Profit / (Loss) After Tax
(0.59)
2005
Partners’ Capital Account Cr / (Dr)
9.
Nil
(0.75)
As On 31st March,
2006
75.87
Nil
(0.59)
2007
75.78
75.86
K.R.PROPERTIES & INVESTMENTS
The firm was constituted vide a Deed of Partnership dated January 1, 1980 under the Indian Partnership
Act, 1932 and was re-constituted vide Deeds of Partnership dated April 2, 1982, April 4, 1984, December
4, 1987, November 5, 1992 read together with deed of retirement dated April 3, 1984, and October 31,
1987 supplementary deed dated April 6, 1993. To the knowledge of C. L. Raheja Group the firm currently
has no commercial operations.
As per the Deeds of Partnership read together with the supplemental deed, the business of the firm is of
dealing in lands, carrying out building construction contracts, builders and as developers of real estate and
of construction of flats, shops, garages, industrial sheds, godowns, etc., and sale thereof on ownership basis
or letting out of them and such other business as the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated November 5, 1993
read with supplemental deed dated April 6, 1993 are as follows. This is subject to the
understanding/agreement, contained in the Writings between the two groups, as to each group having equal
ownership/interest/right in the said firm (which is irrespective of the actual shareholding/beneficial
interest/ownership in such firm).
Names of Partner
Partner’s Share
(%)
25.00
Kishore L. Raheja
294
Group
Others
SHOPPING. AND BEYOND. TM
Fortune Hotels & Estates Private Limited
Sub Total Of Others
Jyoti C. Raheja
Sub Total Of C.L.Raheja Group
Gopal L. Raheja Karta Of Gopal Lachmandas (HUF)
Sub Total Of G.L.Raheja Group
Total
25.00
50.00
25.00
25.00
25.00
25.00
100.00
C.L.Raheja
G.L.Raheja
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Particulars
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
Nil
(0.009)
(0.94)
Year Ended March 31
1996
1997
(in Rs. millions)
0.02
3.16
(0.07)
0.17
(1.66)
(1.68)
The financial performance of this firm for 2005,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
Particulars
2005
(in Rs. Millions)
Year Ended On 31st March,
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.002)
Nil
st
As On 31 March,
(0.0001)
2005
Partners’ Capital Account Cr / (Dr)
10.
2006
(1.26)
2007
(1.26)
(1.26)
K.R.SALES COPORATION
The firm was constituted vide a Deed of Partnership dated June 12, 1975 under the Indian Partnership Act,
1932 and was re-constituted vide Deeds of Partnership dated July 12, 1976, March 30, 1982, June 30, 1983,
July 2, 1984, January 7, 1986, December 4, 1987, October 13, 1988, November 5, 1992, August 18, 1993
read together with deed of retirement dated August 4, 1979, October 31, 1987 and October 6, 1988,
supplemental deed dated April 6, 1993 . To the knowledge of the C. L. Raheja Group the firm currently has
no commercial operations.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is of
developing the land and construction of flats, office premises, shops, garages etc and sales thereof on
ownership basis, execution of building construction contracts, dealing in land and other real estate, as
builders and developers of real estate etc and such other business as the partners may from time to time
mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated August 18, 1993 is as
follows. This is subject to the understanding/agreement, contained in the Writings between the two groups,
295
SHOPPING. AND BEYOND. TM
as to each group having equal ownership/interest/right in the said firm (which is irrespective of the actual
shareholding/beneficial interest/ownership in such firm).
Names of Partner
Partner’s Share
(%)
15.00
15.00
10.00
40.00
20.00
15.00
35.00
15.00
15.00
10.00
10.00
Gopal L. Raheja, Karta of Gopal Lachmandas (HUF)
Sandeep G. Raheja
K.R.Hotels & Estates Private Limited
Sub Total Of G.L.Raheja Group
Bindu K.Raheja
Raghubir Estates & Investments Private Limited
Sub Total Of Others
Chandru L. Raheja
Sub Total Of C.L.Raheja Group
K.R.Consultants Private Limited
Sub Total Of Mumbai Undivided Entities
Total
Group
G.L.Raheja
Others
C.L.Raheja
Mumbai
Undivided
Entities
100.00
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Particulars
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
Year Ended March 31
1996
(in Rs. millions)
0.15
0.30
0.06
0.09
0.42
0.49
1997
2.55
(0.0004)
0.48
The financial performance of this firm for 2005,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
Nil
(0.00002)
(0.0002)
As On 31st March,
2005
Partners’ Capital Account Cr / (Dr)
2006
2.80
296
2007
2.80
2.80
SHOPPING. AND BEYOND. TM
11.
MARINA CORPORATION
The firm was constituted vide a Deed of Partnership dated January 3, 1983 under the Indian Partnership
Act, 1932 and was re-constituted vide Deeds of Partnership dated December 4, 1987, November 5, 1992,
April 1, 1993, October 9, 1998, and the supplementary deed dated April 6, 1993 and a deed of retirement
dated October 31, 1987. To the knowledge of the C. L. Raheja Group the firm currently has no commercial
operations.
As per the Deeds of Partnership read together with the supplementary deeds, the business of the firm is the
execution of building construction contracts, dealing in land, carrying on business as builders and of
construction of flats, office premises, shops, garages, etc., and sale thereof on ownership basis and such
other business as the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated October 9, 1998 is as
follows. This is subject to the understanding/agreement, contained in the Writings between the two groups,
as to each group having equal ownership/interest/right in the said firm (which is irrespective of the actual
shareholding/beneficial interest/ownership in such firm).:
Names of Partner
Sandeep G.Raheja
Greenfield Hotels & Estates Private Limited
Tropicana Properties Limited
Ferani Hotels Private Limited
Sub Total Of G.L.Raheja Group
Chandru Lachmandas (HUF)
Ravi C. Raheja
K. Raheja Private Limited
Sub Total Of C.L.Raheja Group
Sevaram Estates Private Limited
Rendezvous Estates Private Limited
Sub total of Mumbai Undivided Entities
Total
Partner’s Share (%)
5.00
4.00
60.00
5.00
74.00
5.00
5.00
4.00
14.00
8.00
4.00
12.00
100.00
Group
G.L.Raheja
C.L.Raheja
Mumbai
Undivided
Entities
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Particulars
Year Ended March 31
1996
(in Rs. millions)
10.13
16.05
0.01
0.44
57.06
107.04
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
1997
35.86
3.84
102.82
The financial performance of this firm for 2005,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
Particulars
2005
Sales and Other Income
Year Ended On March 31,
2006
Nil
297
Nil
2007
Nil
SHOPPING. AND BEYOND. TM
Profit / (Loss) After Tax
(0.00008)
2005
Partners’ Capital Account Cr / (Dr)
12.
(0.0003)
As On March 31,
2006
5.88
(0.0003)
2007
5.88
5.88
ORIENTAL CORPORATION
The firm was constituted vide a Deed of Partnership dated February 15, 1986 under the Indian Partnership
Act, 1932 and was re-constituted vide Deeds of Partnership dated December 4, 1987 read together with
deed of retirement dated October 31, 1987 supplemental deeds dated April 6, 1993 and August 18, 1993.
To the knowledge of the C. L. Raheja Group the firm currently has no commercial operations.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is of
execution of building construction contracts, dealing in land, builders and of construction of flats, office
premises, shops, garages, etc., and sale thereof on ownership basis and acting as financiers and bankers and
such other business as the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated December 4, 1987 read
with supplemental deed dated April 6, 1993 and August 18, 1993 is as follows. This is subject to the
understanding/agreement, contained in the Writings between the two groups, as to each group having equal
ownership/interest/right in the said firm (which is irrespective of the actual shareholding/beneficial
interest/ownership in such firm).
Names of Partner
Partner’s Share
(%)
60.00
60.00
25.00
25.00
15.00
15.00
100.00
Jyoti C. Raheja
Sub Total Of C.L.Raheja Group
Sandeep G.Raheja
Sub Total Of G.L.Raheja Group
K.R.Consultants Private Limited
Sub Total of Mumbai Undivided Entity
Total
Group
C.L.Raheja
G.L.Raheja
Mumbai Undivided
Entity
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.018
0.02
0.02
0.002
0.003
0.004
0.15
0.15
0.16
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
The financial performance of this firm for 2005,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
Particulars
2005
298
(in Rs. Millions)
Year Ended On 31st March,
2006
2007
SHOPPING. AND BEYOND. TM
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
Nil
(0.0002)
Nil
st
As On 31 March,
2005
Partners’ Capital Account Cr / (Dr)
13.
2006
0.27
2007
0.32
0.32
POWAI PROPERTIES
The firm was constituted vide a Deed of Partnership dated December 7, 1996 under the Indian Partnership
Act, 1932. To the knowledge of the C. L. Raheja Group the firm currently has no commercial operations.
As per the Deed of Partnership, the business of the firm is of developing properties and dealing in real
estates by constructing Buildings consisting of flats, shops, and other premises and sell them on ownership
basis or otherwise to give on lease or rentals and such other business as the partners may from time to time
mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated December 7, 1996 is as
follows. This is subject to the understanding/agreement, contained in the Writings between the two groups,
as to each group having equal ownership/interest/right in the said firm (which is irrespective of the actual
shareholding/beneficial interest/ownership in such firm).
Names of Partner
Partner’s Share (%)
Paramount Hotels Limited
20.00
Capstan Trading Private Limited
10.00
Anbee Construction Private Limited
10.00
Cape Trading Private Limited
10.00
Sub Total Of C.L.Raheja Group
50.00
Ideal Properties Private Limited
20.00
K.R.Hotels & Estates Private Limited
15.00
K.Raheja Estates Private Limited
15.00
Sub total of G.L.Raheja Group
50.00
Total
100.00
Paramount Hotels Limited, is now known as K. Raheja Corp Private Limited
Group
C. L. Raheja
G.L.Raheja
Financial Performance
The financial performance of this firm is as below which is the first year. The final accounts for the period
ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Year Ended March 31
1997
(in Rs. millions)
Nil
(0.0003)
6.19
Particulars
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
The financial performance of this firm for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
(in Rs. Millions)
Year Ended On 31st March,
299
SHOPPING. AND BEYOND. TM
Particulars
2005
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.00006)
(0.00016)
(0.000084)
st
As On 31 March,
2005
Partners’ Capital Account Cr / (Dr)
14.
2006
10.92
2007
10.95
11.08
R.M.DEVELOPMENT CORPORATION
The firm was constituted vide a Deed of Partnership dated May 3, 1989 under the Indian Partnership Act,
1932 and was re-constituted vide Deeds of Partnership dated April 2, 1990, November 5, 1992 read
together with supplementary deed dated April 6, 1993. To the knowledge of the C. L. Raheja Group the
firm currently has no commercial operations.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is of
execution of building construction contracts, dealing in land, builders and of construction of flats, office
premises, shops, garages, etc., and sale thereof on ownership basis and such other business as the partners
may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated November 5, 1992
read with supplemental deed dated April 6, 1993 is as follows. This is subject to the
understanding/agreement, contained in the Writings between the two groups, as to each group having equal
ownership/interest/right in the said firm (which is irrespective of the actual shareholding/beneficial
interest/ownership in such firm).
Names of Partner
Partner’s Share
(%)
10.00
10.00
10.00
10.00
40.00
10.00
10.00
10.00
10.00
40.00
10.00
10.00
20.00
100.00
S. K. Estates Private Limited
Sevaram Estates & Investments Private Limited
K.R.Consultants Private Limited
Rendezvous Estates Private Limited
Sub Total Of Mumbai Undivided Entities
Gopal L. Raheja, Karta of Gopal Lachmandas (HUF)
Sandeep G.Raheja
K.Raheja Estates & Investments Private Limited
Greenfield Hotels & Estates Private Limited
Sub Total Of G.L.Raheja Group
Chandru L. Raheja
Ravi C. Raheja
Sub Total of C.L.Raheja Group
Total
Group
Mumbai
undivided Entities
G. L. Raheja
C. L. Raheja
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja Group.
Particulars
1995
300
Year Ended March 31
1996
(in Rs. millions)
1997
SHOPPING. AND BEYOND. TM
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
2.08
0.006
0.41
2.27
(0.006)
0.40
2.39
0.09
(5.05)
The financial performance of this firm for 2005,2006 and 2007 based on provisional, unaudited and nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.00008)
(0.0003)
(0.0003)
As On 31st March,
2005
Partners’ Capital Account Cr / (Dr)
15.
2006
1.22
2007
1.22
1.22
RUBY ENTERPRISES
The firm was constituted vide a Deed of Partnership dated February 1, 1979 under the Indian Partnership
Act, 1932 and was re-constituted vide Deeds of Partnership dated January 1, 1980, December 4, 1987,
April 10, 1990, April 2, 1992, November 5, 1992 read together with deed of retirement dated January 1,
1980, October 31, 1987, supplemental deeds dated January 1, 1982, April 6, 1993 and August 18, 1993. To
the knowledge of C. L. Raheja Group the firm currently has no commercial operations except for sale of
stock in trade.
As per the aforesaid deeds of partnership the business of the firm is the execution of building construction
contracts, dealing in land, carrying on business as builders and of construction of flats, office premises,
shops, garages, etc., and the sale thereof on ownership basis and such other business as the partners may
from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated November 5, 1992
read with supplementary deeds dated April 6, 1993 and August 18, 1993 is as follows. This is subject to the
understanding/agreement, contained in the Writings between the two groups, as to each group having equal
ownership/interest/right in the said firm (which is irrespective of the actual shareholding/beneficial
interest/ownership in such firm).
Names of Partner
Gopal L. Raheja, Karta of Gopal Lachmandas (HUF)
Sandeep G.Raheja
Tropicana Properties Limited
Greenfield Hotels & Estates Private Limited
Sub Total Of G.L.Raheja Group
Jyoti C. Raheja
Ravi C. Raheja
Sub Total Of C.L.Raheja Group
301
Partner’s Share
(%)
7.00
10.00
30.00
7.00
54.00
7.00
10.00
17.00
Group
G. L. Raheja
C. L. Raheja
SHOPPING. AND BEYOND. TM
Sevaram Estates & Investments Private Limited
K.R.Consultants Private Limited
Sub Total Of Mumbai Undivided Entities
Bindu K.Raheja
Ashok G.Raheja
Sub Total Of Others
Total
10.00
7.00
17.00
7.00
5.00
12.00
100.00
Mumbai
undivided
entities
Others
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja group.
Year Ended March 31
1996
(in Rs. millions)
4.03
19.11
0.007
0.77
17.80
112.62
Particulars
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
1997
21.96
2.35
82.48
The financial performance of this firm for 2005,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
Particulars
2005
(in Rs. Millions)
Year Ended On 31st March,
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.0008)
(0.001)
st
As On 31 March,
(0.0003)
2005
Partners’ Capital Account Cr / (Dr)
16.
2006
30.33
2007
30.40
30.55
SATGURU ENTERPRISES
The firm was constituted vide a Deed of Partnership dated September 1, 1978 under the Indian Partnership
Act, 1932 and was re-constituted vide Deeds of Partnership dated March 17, 1982, December 16, 1983,
September 10, 1986, December 2, 1991, November 5, 1992 and August 18, 1993 read together with deed of
retirement dated August 10, 1993 and supplemental deed dated April 6, 1993. To the knowledge of the C.
L. Raheja Group the firm currently has no commercial operations except for lease rent.
As per the Deeds of Partnership read together with the supplementary deed, the business of the firm is of
execution of building construction contracts, dealing in land and other real estate, builders and developers
of real estate and of construction of residential flats, office premises, shops, garages, etc., and sale thereof
on ownership basis and such other business as the partners may from time to time mutually agree upon.
The names and shares of the partners as mentioned in the Deed of Partnership dated August 18, 1993 is as
follows. This is subject to the understanding/agreement, contained in the Writings between the two groups,
as to each group having equal ownership/interest/right in the said firm (which is irrespective of the actual
shareholding/beneficial interest/ownership in such firm).
302
SHOPPING. AND BEYOND. TM
Names of Partner
Partner’s Share
(%)
10.00
15.00
20.00
7.50
52.50
10.00
10.00
5.00
7.50
32.50
7.50
7.50
15.00
100.00
Gopal L. Raheja, Karta of Gopal Lachmandas (HUF)
Sandeep G.Raheja
Tropicana Properties Limited
Greenfield Hotels & Estates Private Limited
Sub Total Of G.L.Raheja Group
Chandru L. Raheja
Ravi C. Raheja
Neel C. Raheja
K. Raheja Private Limited
Sub Total Of C.L.Raheja Group
Rendezvous Estates Private Limited
K.R.Consultants Private Limited
Sub Total of Mumbai Undivided Entities
Total
Group
G.L.Raheja
C. L. Raheja
Mumbai
Undivided
Entities
Financial Performance
The financial performance of this firm is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja group.
Particulars
Year Ended March 31
1996
(in Rs. millions)
8.69
15.75
0.01
0.48
14.32
101.62
1995
Sales and Other Income
Profit/(Loss) After Tax
Partners’ Capital Account
1997
28.38
2.91
112.72
The financial performance of this firm for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
2007
Sales and Other Income
Nil
0.00009
Nil
Profit / (Loss) After Tax
(0.06)
0.06
(0.001)
As On 31st March,
2005
Partners’ Capital Account Cr / (Dr)
(5.14)
ASSOCIATION OF PERSONS
1.
2006
K.RAHEJA INVESTMENT & FINANCE
303
2007
(5.08)
(5.08)
SHOPPING. AND BEYOND. TM
This Association of Persons was constituted vide an agreement dated July 23, 1984 and a subsequent
agreement dated November 17, 1987 and the last agreement being an agreement dated June 1, 1990.As per
the said agreement the main objects of the association are inter-alia to hold, acquire, deal in and possess
various kinds of investments such as flats, lands, shares, securities, deposits and immovable properties, to
hold, acquire or lease or hire out plants, equipment and machineries, to lend monies and to carry out the
business of developing real estate. The agreed term of the association has ended on March 31, 1999.
However the distribution is pending.
This following were named as members of the said association of persons in the agreement dated June 1,
1990. This is subject to the understanding/agreement, contained in the Writings between the two groups, as
to each group having equal ownership/interest/right in the said association of persons (which is irrespective
of the actual shareholding/beneficial interest/ ownership in such association of persons).
Name of the Members
Members
Interest (%)
9.60
9.60
19.20
9.60
9.60
9.60
28.80
9.60
9.60
9.60
28.80
9.60
9.60
19.20
4.00
100.00
K.Raheja Private Limited
Chandru Lachamandas (Karta of Chandru Lachamandas (HUF)
Sub-Total of C.L.Raheja Group
K.Raheja Estates & Investments Private Limited
Greenfield Hotels & Estates Private Limited
Gopal Lachamandas (Karta of Gopal Lachamandas HUF)
Sub-Total of G.L.Raheja Group
Rendezvous Estates Private Limited
K.R.Consultants Private Limited
Neel Estates & Investments Private Limited
Sub-Total of Mumbai Undivided Entities
Raghubir Estates & Investments Private Limited
Fortune Hotels & Estates Private Limited
Sub-Total of Others
Indeterminate Share (Special Reserve A/c )
Total
Group
C.L.Raheja
G.L.Raheja
Mumbai
Undivided Entities
Others
Financial Performance
The financial performance of this Association of Persons is as below. The final accounts for the year ended
March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L. Raheja group.
Year Ended March 31
1996
(in Rs. millions)
1.22
1.98
0.0007
0.38
(0.09)
(0.08)
0.05
0.41
Particulars
1995
Sales and Other Income
Profit/(Loss) After Tax
Indeterminate Income/(Loss)
Member’ Capital A/C
1997
3.27
1.16
(0.03)
1.53
The financial performance of this AOP for 2005 ,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
Year Ended On 31st March,
304
SHOPPING. AND BEYOND. TM
Particulars
2005
2006
2007
Sales and Other Income
Nil
Nil
Nil
Profit / (Loss) After Tax
(0.00007)
(0.0075)
(0.0003)
As On 31st March
2005
Indeterminate Income / (Loss)
Members’ Capital Account Cr / (Dr)
2006
2007
0.003
0.003
0.003
4.52
4.52
4.52
CHARITABLE TRUSTS
1.
K. R. FOUNDATION
This trust was settled by a deed dated February 21, 1978. The settler of the said trust is Shri Lachmandas
Sewaram and the following were named in the said deed as trustees.
Names of Trustees
Chandru Lachamandas
Gopal Lachamandas
Kishore Lachamandas
Suresh Lachamandas
Group
C.L.Raheja Group
G.L.Raheja Group
Others
However, as per the filing made on April 9, 1997 with the Income Tax Authorities the following are named
as Trustees:
Names of Trustees
Group
C.L. Raheja
Ravi C. Raheja
G.L. Raheja
Sandeep G. Raheja
Kishore L. Raheja
C.L. Raheja
G.L.Raheja
Others
The financial performance of this company based on last available audited accounts is as below. The
final accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja
group and C. L. Raheja group.
Particulars
Year Ended March 31
1996
(in Rs. millions)
1.74
7.51
(0.42)
4.79
2.90
2.90
NIL
4.79
1995
Gross Receipts of the Trust and Other Income
Surplus/(Deficit) After Tax
Trust Funds
Income & Expenditure A/C
305
1997
4.33
3.82
2.90
8.61
SHOPPING. AND BEYOND. TM
The financial performance of this trust for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
In one of the letters from the G. L. Raheja group to C. L. Raheja group, the G. L. Raheja group has made a
statement that they are maintaining the accounts relating to receipts, expenses and contribution for
maintenance of one of the properties maintained by the trust. C. L. Raheja Group is disputing the same. In
this regard attention is drawn to the notes given on page 316 of the Draft Letter of Offer. The financial
performance of this trust is based on the books of accounts and other records available at the registered
office of the trust and the limited and incomplete information provided by the G. L. Raheja group in this
regard. In view of the disputes between the two families, it does not incorporate the effect of the said
statement of the G. L. Raheja group
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
2007
Gross Receipts of the Trust and Other Income
0.03
0.02
0.02
Surplus / (Deficit) After Tax
0.02
0.02
0.02
As On 31st March,
2005
Trust Funds
Income & Expenditure A/C
2.
2006
2007
2.90
2.90
2.90
13.12
13.13
13.15
RAHEJA CHARITABLE TRUST
This trust was settled by a deed dated May 26, 1972. The settler of the said trust was Smt. Kaushalya
Lachmandas Raheja and the following were named in the said deed as trustees.
Names of Trustees
Chandru Lachamandas Raheja
Gopal Lachamandas Raheja
Kishore Lachamandas Raheja
Suresh Lachamandas Raheja
Group
C.L.Raheja Group
G.L.Raheja Group
Others
However, as per the filing made on April 9, 1997 with the Income Tax Authorities the following are named
as Trustees:
Names of Trustees
G.L. Raheja
C.L. Raheja
Kishore L. Raheja
Group
G. L. Raheja Group
C.L. Raheja Group
Others
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between the G. L. Raheja group and C. L.
Raheja group.
306
SHOPPING. AND BEYOND. TM
Particulars
Year Ended March 31
1996
(in Rs. millions)
0.0002
0.026
0.0002
0.006
0.05
0.05
(0.06)
(0.056)
1995
Sales and Other Income
Surplus/(Deficit) After Tax
Trust Funds
Income & Expenditure A/C
1997
0.0005
(0.0002)
0.05
(0.056)
The financial performance of this trust for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
2007
Sales and Other Income
0.0005
0.0005
0.0005
Surplus / (Deficit) After Tax
0.0005
0.0005
0.0005
As On 31st March,
2005
2006
2007
Trust Funds
0.05
0.05
0.05
Income & Expenditure A/C
0.05
0.05
0.05
PRIVATE TRUSTS
1.
LACHAMANDAS SEWARAM RAHEJA FAMILY TRUST
This trust was settled by a Will of Late Shri Lachmandas Sewaram Raheja dated November 25, 1980. The
following have been named in the said Will as the first trustees:
Names of Trustees
Chandru Lachamandas Raheja
Gopal Lachamandas Raheja
Group
C.L.Raheja Group
G.L.Raheja Group
In accordance with the said Will, the beneficiaries of the said trust are the grand-children of Late Shri
Lachmandas Sewaram Raheja, namely, Sabita, Sonali, Sandeep, Reshma, Ravi, Neel, Rahul and Ashish or
the survivors or survivor of them, in such proportion as the Trustees may from time to time in their absolute
discretion think fit. This is subject to the understanding/ agreement, contained in the Writings between the
two groups, as to each group having equal ownership/interest/right in the said trust (which is irrespective of
the actual shareholding/beneficial interest/ownership in such trust).
As per the Will the vesting day is the date of expiry of 18 years from the date of death of Late Shri.
Lachmandas Sewaram Raheja. The date of death is June 21, 1983. To the knowledge of the C. L. Raheja
Group due to the disputes between the the G. L. Raheja family and the C. L. Raheja family, the distribution
is pending.
307
SHOPPING. AND BEYOND. TM
Financial Performance
The financial performance of this trust is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja group.
Particulars
1995
Sales and Other Income
Surplus/(Deficit) After Tax
Trust Funds
Year Ended March 31
1996
(in Rs. millions)
0.29
0.33
0.20
0.22
1.75
1.97
1997
0.43
0.29
2.26
The financial performance of this trust for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
Year Ended On 31st March,
Particulars
2005
2006
Sales and Other Income
Surplus / (Deficit) After Tax
2007
NIL
NIL
NIL
(0.00008)
Nil
Nil
As On 31st March,
2005
2006
Trust Funds
2.
2.58
2007
2.58
2.58
L. R. COMBINE
This trust was settled by a deed dated March 19, 1983. The settler of the said trust is Mr. Hariram K. Ahuja
and the following were named in the said deed as trustees.
Names of Trustees
Chandru Lachamandas Raheja
Gopal Lachamandas Raheja
Group
C.L.Raheja Group
G.L.Raheja Group
The following were named in the said deed as the beneficiaries of the said trust:
Name of the Beneficiaries as per the said Trust
Deed
Lachamandas S.Raheja Medical Trust
Raj A. Menda
Total
Ratio of Beneficiaries (%)
98.00
2.00
100.00
Group
Others
This is subject to the understanding/agreement, contained in the Writings between the two groups, as to
each group having equal ownership/interest/right in the said trust (which is irrespective of the actual
shareholding/beneficial interest/ownership in such trust).
308
SHOPPING. AND BEYOND. TM
The date of dissolution of the trust as stated in the said deed is March 31, 1998 or such earlier date as may
be mutually decided by the trustees by transferring all the assets of the trust fund to the surviving
beneficiaries in accordance with the trust deed. This date has passed. To the knowledge of C. L. Raheja
Group due to the disputes between the the G. L. Raheja family and the C. L. Raheja family, no distribution
has taken place.
The financial performance of this trust is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja group.
Particulars
Year Ended March 31
1996
(in Rs. millions)
NIL
NIL
(0.002)
(0.002)
NIL
NIL
1995
Sales and Other Income
Surplus/(Deficit) After Tax
Trust Funds
1997
NIL
(0.003)
NIL
The financial performance of this trust for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
Sales and Other Income
Surplus / (Deficit) After Tax
2006
2007
NIL
NIL
NIL
(0.002)
(0.002)
(0.003)
As On 31st March,
2005
Trust Funds
Income & Expenditure A/C
3.
2006
2007
NIL
NIL
NIL
(0.01)
(0.01)
(0.02)
S. R. COMBINE
This trust was settled by a deed dated July 18, 1983. The settler of the said trust is Mr. Ashok G. Raheja
and the following were named in the said deed as trustees.
Names of Trustees
Group
Chandru L. Raheja
Gopal L. Raheja
C.L.Raheja
G.L.Raheja
The following were named in the said deed as the beneficiaries of the said trust:
Name of the Beneficiaries as per the said Trust deed Ratio of Beneficiaries (%) Group
Name of the Beneficiaries as
Ratio of Beneficiaries (%)
Group
per the said Trust Deed
Sadhana Education Society
90.00
Others
309
SHOPPING. AND BEYOND. TM
Raj A. Menda
Total
10.00
100.00
This is subject to the understanding/agreement, contained in the Writings between the two groups, as to
each group having equal ownership/interest/right in the said trust (which is irrespective of the actual
shareholding/beneficial interest/ownership in such trust).
The date of dissolution of the trust as stated in the said deed is March 31, 1988 or such earlier date as may
be mutually decided by the trustees by transferring all the assets of the trust fund to the surviving
beneficiaries in accordance with the trust deed. This date has passed. To the knowledge of C.L.Raheja
Group due to the disputes between the the G. L. Raheja family and the C. L. Raheja family no distribution
has taken place.
The financial performance of this trust is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja group.
Particulars
Year Ended March 31
1996
(in Rs. millions)
NIL
NIL
(0.10)
(0.12)
NIL
NIL
1995
Sales and Other Income
Surplus/(Deficit) After Tax
Trust Funds
1997
NIL
(0.16)
NIL
The financial performance of this trust for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
(in Rs. Millions)
Year Ended On 31st March,
Particulars
2005
Sales and Other Income
Surplus / (Deficit) After Tax
2006
2007
NIL
NIL
NIL
(0.002)
(0.002)
(0.003)
As On 31st March,
2005
Trust Funds
Income & Expenditure A/C
4.
2006
2007
NIL
NIL
NIL
(0.01)
(0.02)
(0.02)
RESHMA ASSOCIATES
This trust was settled by a deed dated April 21, 1981. The settler of the said trust is Mrs. Bindu K. Raheja
and the following were named in the said deed as trustees.
Names of Trustees
K. Raheja Trusteeship Private Limited
Chandru L. Raheja
Group
Mumbai Undivided Entity
C. L. Raheja
The following were named in the said deed as the beneficiaries of the said trust:
310
SHOPPING. AND BEYOND. TM
Name of the Beneficiaries as per the said Trust deed
Chandru L. Raheja
Jyoti C.Raheja
Sub-Total of C.L.Raheja Group
Sheila G.Raheja
Sonali G.Raheja
Sub-Total of G.L.Raheja Group
Total
Ratio of Beneficiaries
(%)
25.00
25.00
50.00
25.00
25.00
50.00
100.00
Group
C.L.Raheja
C.L.Raheja
This is subject to the understanding/agreement, contained in the Writings between the two groups, as to
each group having equal ownership/interest/right in the said trust (which is irrespective of the actual
shareholding/beneficial interest/ownership in such trust).
The date of dissolution of the trust as stated in the said deed is December 31, 1993 or such earlier date as
may be mutually decided by the trustees by transferring all the assets of the trust fund to the surviving
beneficiaries in accordance with the trust deed. This date has passed. To the knowledge of C.L.Raheja
Group due to the disputes between the the G. L. Raheja family and the C. L. Raheja family, no distribution
has taken place.
The financial performance of this trust is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja group.
Particulars
Year Ended March 31
1996
(in Rs. millions)
NIL
NIL
NIL
NIL
0.001
0.001
1995
Sales and Other Income
Surplus/(Deficit) After Tax
Trust Funds
1997
NIL
NIL
0.001
The financial performance of this trust for 2005,2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
Year Ended On 31st March,
Particulars
2005
2006
2007
Sales and Other Income
NIL
NIL
NIL
Surplus / (Deficit) After Tax
NIL
NIL
NIL
As On 31st March,
2005
Trust Funds
5.
2006
0.001
R. N. ASSOCIATES
311
2007
0.001
0.001
SHOPPING. AND BEYOND. TM
This trust was settled by a deed dated April 19, 1983. The settler of the said trust is Mr. Ashok G. Raheja
and the following were named in the said deed as trustees.
Names of Trustees
Chandru L. Raheja
Sheila G.Raheja
K.Raheja Trusteeship P. Limited
Group
C.L.Raheja
G.L.Raheja
Mumbai Undivided Entity
The following were named in the said deed as the beneficiaries of the said trust:
Name of the Beneficiaries as per the said Trust deed
Ravi C.Raheja
Neel C.Raheja
Sub-Total of C.L.Raheja Group
Sandeep G.Raheja
Sonali G.Raheja
Sub-Total of G.L.Raheja Group
Nikhil K.Raheja
Sub-Total of Others
Total
Ratio of Beneficiaries (%)
25.00
15.00
40.00
25.00
20.00
45.00
15.00
15.00
100.00
Group
C. L. Raheja
G. L. Raheja
Others
This is subject to the understanding/agreement, contained in the Writings between the two groups, as to
each group having equal ownership/interest/right in the said trust (which is irrespective of the actual
shareholding/beneficial interest/ownership in such trust).
The date of dissolution of the trust as stated in the said deed was December 31, 1996 or such earlier date as
may be mutually decided by the trustees by transferring all the assets of the trust fund to the surviving
beneficiaries in accordance with the trust deed. This date has passed. To the knowledge of C.L.Raheja
Group due to the disputes between the the G. L. Raheja family and the C. L. Raheja family, no distribution
has taken place.
Financial Performance of this trust is as below. The final accounts for the year ended March 31, 1997 is a
point of dispute between G. L. Raheja group and C. L. Raheja group.
Year Ended March 31
1996
(in Rs. millions)
0.84
0.007
0.50
(0.25)
0.001
0.001
Particulars
1995
Sales and Other Income
Surplus/(Deficit) After Tax
Trust Funds
1997
NIL
(0.005)
0.001
The financial performance of this trust for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as
below
(in Rs. Millions)
st
Year Ended On 31 March,
Particulars
2005
2006
312
2007
SHOPPING. AND BEYOND. TM
Sales and Other Income
Surplus / (Deficit) After Tax
NIL
NIL
NIL
(0.00008)
(0.00008)
(0.0003)
As On 31st March,
2005
2006
Trust Funds
Income & Expenditure A/C
6.
2007
0.001
0.001
0.001
(0.0011)
(0.0012)
(0.0015)
R. K. ASSOCIATES
This trust was settled by a deed dated December 18, 1981. The settler of the said trust is Mr. Hariram K.
Ahuja and the following were named in the said deed as trustees.
Names of Trustees
Jyoti C. Raheja
Gopal L. Raheja
K. Raheja Trusteeship Private Limited
Bindu K. Raheja
Group
C.L.Raheja
G.L.Raheja
Mumbai Undivided Entities
Others
The following were named in the said deed as the beneficiaries of the said trust:
Name of the Beneficiaries as per the said Trust
deed
K.R.Foundation
Raheja Charitable Trust
Total
Ratio of Beneficiaries
(%)
75.00
25.00
100.00
Group
Mumbai Undivided
Entities
The date of distribution of the trust has passed. To the knowledge of the C. L. Raheja Group due to the
disputes between the G. L. Raheja family and the C. L. Raheja family, the distribution has not taken place.
Financial Performance
The financial performance of this trust is as below. The final accounts for the year ended March 31, 1997 is
a point of dispute between the G. L. Raheja group and C. L. Raheja group.
Particulars
2002
Sales and Other Income
Surplus/(Deficit) After Tax
Trust Funds
Income & Expenditure A/C
Nil
(0.0008)
0.031
(0.01)
Year Ended March 31
2003
2004
(in Rs. millions)
Nil
Nil
(0.00002)
(0.00002)
0.031
0.031
(0.01)
(0.01)
The financial performance of this trust for 2005, 2006 and 2007 based on provisional, unaudited and
nonfinalised accounts and subject to notes mentioned on page 314 of the Draft Letter of Offer is as below
(in Rs. Millions)
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SHOPPING. AND BEYOND. TM
Year Ended On 31st March,
Particulars
2005
Sales and Other Income
Surplus / (Deficit) After Tax
2006
2007
NIL
NIL
NIL
(0.0002)
(0.0007)
(0.0001)
As On 31st March,
2005
2006
2007
Trust Funds
0.031
0.031
0.031
Income & Expenditure A/C
(0.01)
(0.01)
(0.01)
Various private trusts were constituted, under which the members of the K. Raheja Corp Group were, along
with certain other persons, beneficiaries. These private trusts were so organized such that only one trust was
engaged in the carrying on of business. Some of these trusts were also partners in partnership firms (for the
purpose of sharing in the profits and losses, although not involved in the day to day operation of the
business of such partnership firms). The other remaining trusts were only direct or indirect beneficiaries of
the aforesaid private trust carrying on business. We understand from the Promoters that while the affairs of
the private trust which was carrying on business have been wound up and also the trusts which were
partners in some partnership firms have ceased to be partners and complete distribution of assets has also
taken place, in some of the beneficiary trusts, though the date of distribution of assets have passed, due to
the pending disputes between C. L. Raheja family and the G. L. Raheja family certain assets are yet to be
distributed. The Promoters believe that the amounts involved in these trusts are insignificant and are not
expected to have any material impact on the Promoters and have any impact on the company . In all there
are about 288 such trusts including K.L. Trust of which a division Delta Corporation is a division.
Accounts Qualifications
Qualifications including the following (which are to the knowledge of the C. L. Raheja Group) to the
information Financial Performance of Mumbai Undivided Entities due to the differences and disputes
between the G. L. Raheja family and the C. L. Raheja family. G. L. Raheja group may agree or disagree or
have a dispute and/or have additional issues and/or hold a different view with respect to any and/or all the
Qualifications:
(a)
All the Mumbai Undivided Entities are jointly owned and controlled by the G. L. Raheja family
and the C. L. Raheja family and there are several differences and disputes in respect of the same
between the two families including disputes in relation to the accounts of the Mumbai Undivided
Entities.
(b)
The information in relation to the Financial Performance has been compiled and is based on
provisional, unaudited and nonfinalised balance sheet and profit and loss account (wherever
applicable) (“the Financials”) for the financial years ended March 31, 2005, March 31, 2006 and
March 31, 2007 which have been prepared by C. L. Raheja Group on an “as is where is basis”
from the books of account and other records which are available and lying at Construction House
– “A”, 24th Road, Khar (West), Mumbai - 400 052, which continues to be the registered office of
most of the Mumbai Undivided Entities even after the date of the Arrangement.
(c)
The final accounts of most of the Mumbai Undivided Entities were last prepared and audited for
the financial year ended March 31, 1997, which is disputed by the G. L. Raheja family. Further,
for the financial year ended March 31, 1998, the final accounts of most of the companies forming
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SHOPPING. AND BEYOND. TM
part of the Mumbai Undivided Entities were prepared and circulated to the G. L. Raheja family. In
response to the same, letters were sent to the concerned Mumbai Undivided Entities and their
respective directors raising objections including asking for information and details about the
accounts and stating that final accounts should not be finalized and approved until the same are
approved by the G. L. Raheja family. In addition, G. L. Raheja family have also written some
letters to C. L. Raheja, Ravi C. Raheja and Neel C. Raheja including interalia to the concerned
auditors of Mumbai Undivided Entities raising objections and stating that the final accounts of the
Mumbai Undivided Entities should not be finalized, audited and approved until the same are
approved by the G. L. Raheja family in advance. The accounts for the financial year ended March
31, 1998 and thereafter have still not been finalised and approved between the said two families.
(d)
The opening balances for the later financial years have been considered on the basis of the said
final accounts (for year ended March 31, 1997) which may vary if and when approved between
both the said two families. The accounts and the balances of each group’s entities with the
Mumbai Undivided Entities and amongst the Mumbai Undivided Entities are subject to
confirmation by both the families. Similarly, the accounts and balances of the Mumbai Undivided
Entities with the Southern Entities are subject to confirmation between all the groups namely the
C. L. Raheja Group, the G. L. Raheja group and the Arjun Menda group. Since the disputes relate
to the period commencing from the time of the Arrangement, the opening balances of various
accounts would be affected regardless of the fact that finalisation of accounts and audit for any
year.
(e)
The Financials are provisional, unaudited and not finalized and therefore may not be complete and
accurate. All income, expenses, assets and liabilities may not have been completely and accurately
accounted. They are subject to the claims of either family against each other and/or against the
Mumbai Undivided Entities and vice-versa and claims of third parties, if any, consequent thereto
or otherwise. Both the families have questioned and/or disputed and/or denied claims, including in
respect of transactions already accounted. The accounting effect of such claims, denials and
disputes would not have been given in the Financials. The balances in the Profit & Loss Account
(including due to non allocation of profit/loss to partners/members in respect of partnership firms
and association of persons) are subject to the effect of changes upon finalisation of the same.
(f)
The Financials have not been approved between the C. L. Raheja family and the G. L. Raheja
family, who jointly own and control the said Mumbai Undivided Entities. As and when the same
are approved the Financials could change substantially and consequently the Financial
Performance as is presently being disclosed in the Draft Letter of Offer in relation to the Mumbai
Undivided Entities could also change substantially.
(g)
Both the groups have independently operated bank accounts of several of the Mumbai Undivided
Entities. The Financials incorporate some of the transactions carried out by the G. L. Raheja group
based on the limited information that has been provided/furnished by them. Further, the C. L.
Raheja Group believes that details/information of all the transactions carried out by the G. L.
Raheja group may not have been provided/furnished including those that may relate to third party
receipts and payments. The C. L. Raheja Group has disputed the transactions carried out by the G.
L. Raheja group and the same have not been approved between both the groups.
(h)
The G. L. Raheja group has raised several queries on examination of the accounting records and
data of the Mumbai Undivided Entities furnished to them relating to a part of the period for which
the Financials are prepared as well as for the preceding years since the time of the
Writings/Arrangement. These queries are yet to be resolved between the said two families. The C.
L. Raheja Group disputes the queries. Such queries include queries on non-incorporation or
differently incorporating bank/account transactions effected by the G. L. Raheja group,
questioning the sale of public company shares, questioning the incurring of and increase in various
expenses, questioning the debits made to the accounts of the G. L. Raheja group entities,
disagreement on the non-provision/provision made of interest and also of the rate of interest,
disagreement on the balances of respective groups, disagreement on the rate of interest charged by
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SHOPPING. AND BEYOND. TM
the C. L. Raheja Group, questioning of the transactions effected by the C. L. Raheja Group,
accounting treatment of expenses, etc.
(i)
After the said Arrangement for a few years, in respect of the accounts and balances between both
the groups and with the Mumbai Undivided Entities, interest has been accounted by each group
differently and at different rates. As a result thereof and the disputes relating to the interest there
will be consequent differences on account of TDS.
(j)
Several tax returns have been filed by the C. L. Raheja Group pursuant to notices received from
the tax authorities or otherwise and full effect of the demands/liabilities would not have been
given in the books of account. Similarly tax refunds due and interest thereon, if any, would not
have been fully accounted. Provisions have also not been made on account of any of the non-filing
and non-compliances.
(k)
The G. L. Raheja group has taken credit to their benefit of certain inter-corporate deposits (“the
ICDs”) made with a third party by one of the Mumbai Undivided Entities and of one of the C. L.
Raheja Group companies, by way of transfer of the ICDs through journal entries routed through
the various Mumbai Undivided Entities. Although the journal entries relating to the transfer of the
ICDs were signed in advance by some of the family members from both the families, in the C. L.
Raheja Group’s view the same were to be acted upon only after fulfillment of certain conditions,
which were not fulfilled. However, the G. L. Raheja group has unilaterally acted upon the same
and taken benefit thereof, which is disputed by the C. L. Raheja Group. Further, in this regard
litigation is pending. The Financials of the concerned Mumbai Undivided Entities do not
incorporate the effect of the said journal entries for transfer of the ICDs.
(l)
Since the assets, documents, papers, records, etc. of the Mumbai Undivided Entities are separately
in possession of both the groups, discrepancies, if any on physical verification, other
discrepancies, if any and depreciation and impairment in value, if any, is not accounted.
(m) (i) Mr. G. L. Raheja in one of his letters dated December 18, 2004 written to C. L. Raheja family and
to others, has made a statement that since the year 1997, the maintenance of books of account and
filing of income-tax returns of Fems Estate (India) Private Limited (Fems) - one of the Mumbai
Undivided Entities, is being looked after by his group and that his group is exclusively using the
immovable property owned by Fems. In the circumstances, the Financials of Fems will not match
with the books of accounts maintained and the final account, if any, prepared by the G. L. Raheja
group and consequently the Financial Performance which is being disclosed in the Draft Letter of
Offer in relation to Fems will also not match. The C. L. Raheja Group disputes the said accounts,
filings and the said use of the said immovable property by the G. L. Raheja group. The Financials
and the Financial Performance in respect of Fems does not carry the effect of the said statement of
Mr. G. L. Raheja and it also does not fully carry the effect of some information provided by the G.
L. Raheja group, which information and its completeness is disputed by the C. L. Raheja Group.
(ii)
Further, in the aforesaid letter, Mr. G. L. Raheja has made another statement that they are
maintaining the accounts relating to receipts, expenses and contribution for maintenance of one of
the properties maintained by K. R. Foundation which is a charitable trust comprised in the
Mumbai Undivided Entities. The C. L. Raheja Group is disputing the same. The Financials and the
Financial Performance of this trust is based on the books of accounts and other records available at
the registered office of the trust and the limited and incomplete information provided by G. L.
Raheja group in this regard. In view of the disputes between the said two families, it does not fully
incorporate the effect of the said statement of the G. L. Raheja group.
(n)
In respect of Juhuchandra Agro & Development Private Limited (Juhuchandra), being one of the
Mumbai Undivided Entities, the accounting information is largely based on the information which
is maintained and provided by one of its directors, Mr. G. C. Nichani. The C. L. Raheja Group is
unable to comment about the completeness and accuracy of the information, which may have been
provided in this regard. Hence, the Financials and consequently the information relating to the
316
SHOPPING. AND BEYOND. TM
Financial Performance of Juhuchandra may change depending upon the completeness and the
accuracy of such information.
(o)
The said Financials have been prepared by the C. L. Raheja Group without prejudice to the fact and
their contention that C. L. Raheja, Ravi C. Raheja and Neel C. Raheja have retired as directors from
all public companies (comprised in the Mumbai Undivided Entities), since in respect of all the
Mumbai Undivided Entities companies, no annual general meetings have been held for last several
years (except for Wiseman Finance Private Limited which is disputed by the G. L. Raheja group).
317
SHOPPING. AND BEYOND. TM
SOUTHERN UNDIVIDED ENTITIES
The Southern Undivided Companies and Entities comprise of various companies, partnership firms
and trusts.
Subsequent to the initial public offering of our Company, members of the Menda Group (who were
looking after the day to day management of the affairs of the Southern Undivided Entities ) have, in
letters addressed to the CL Raheja Group, which letters, our Promoters have been given to understand,
have also been written to the members of the GL Raheja family, informed them of their inability to
continue to look after the affairs of the Southern Undivided Entities and requesting them to make
alternative arrangements of the same. The members of the Menda Group have also, vide these
aforementioned letters, tendered their resignations from the directorships of various entities comprising
the Southern Undivided Entities with effect from certain identified dates. For details of the same, please
refer to the section relating to the litigation of the Southern Undivided Entities beginning at page 318,
which is a part of the chapter entitled “Outstanding Litigation and Material Developments”. Our
Promoters have, through various letters addressed to members of the Menda Group in this regard,
requested them to continue to look after in the running of the day to day activities of the Southern
Undivided Entities, until the completion of division of properties and entities comprising the Southern
Undivided Entities in accordance with the Writings and amicable settlement of disputes between our
Promoters and the GL Raheja Group, which request has allegedly not been accepted by members of the
Menda group.
Vide a letter dated August 31, 2007 (“the Promoters’ Letter”), our Promoters had approached members
of the Menda group prior to filing this Draft Letter of Offer with the SEBI for confirmation of the
information pertaining to the Southern Undivided Entities contained herein and also for any updation in
respect of the same. However, Mr. Arjun Menda, a member of the Menda group has, in a letter dated
September 06, 2007 addressed to Mr. Neel Raheja, one of our Promoters, in response to the Promoters’
Letter, stated that he has allegedly resigned from directorship of various companies listed in the
Promoters’ Letter and has stopped looking after the affairs of the companies and partnership firm listed
in the Promoters’ Letter, in view of which, he would not be able to send any information to the
Promoters on the latest position on the various points enumerated in the Promoters’ Letter.
In light of the foregoing, in respect of the South Entities, our Promoters have relied upon and
fully disclosed hereinbelow all the details provided by the other family members at the time of filing
of the Prospectus issued by us at the time of the initial public offering with SEBI, and by the
administrator appointed by the Hon’ble High Court of Bombay vide its order dated November 16, 2006,
to look after the affairs of Raj Trust, through his letter dated September 11, 2007 (as confirmed by his
certificate dated February 19, 2008) and also the information available with our Promoters in this
regard. However, in light of the above position, our Promoters are not in a position to certify the
accuracy, completeness and correctness of the information contained herein as on the date of the filing of
this Draft Letter of Offer.
In respect of Southern Undivided Entities, the finalisation of accounts, audit, filing of various
returns and forms with different authorities and various other statutory compliances for last several
years have not been made due to family differences and disputes as mentioned above. Further, some
of the statutory compliances, etc. may not have been fully carried out due to the said family
differences and disputes and the withdrawal of the members of the Menda Group from looking after the
day to day affairs of the various Southern Undivided Entities. In view of the said differences and
disputes, and also the fact that C.L. Raheja Family alone is not in ownership and control of the said
Southern Undivided Companies and Entities and due to said non-compliances (herein mentioned in
this clause), our Promoters are not in a position to state with certainty about any liabilities or
contingent liability other than those reflected in the annual audited accounts of those entities.
Further, as mentioned above, the liabilities or contingent liability as mentioned herein may not be
accurate and complete as on the date of filing of this Draft Letter of Offer.
Our Promoters have disclosed details and status of pending/ potential litigation/ disputes pertaining to the
318
SHOPPING. AND BEYOND. TM
Southern Undivided Entities in the sub-heading “Southern Undivided Entities” beginning at page 318 in
the section “Outstanding Litigation and Material Developments” in this Draft Letter of Offer, to the
extent such information is available with them in their capacity as shareholders/ directors/ promoters/
trustees of the Southern Undivided Entities, or has come to their knowledge as a consequence of
communication addressed/ forwarded to them by members of the Menda Group/ administrator/ third
parties/ lawyers; however due to the peculiar circumstances relating to the Southern Undivided Entities,
our Promoters cannot certify with certainty the comprehensiveness, completeness and accuracy of the
information relating to these entities. However, except with regard to the premises at Bangalore from
which we operate our HomeStop store, our Promoters do not expect any material impact on account of
the disputes relating to these entities in the operations of our Company.
The existence, value, impact and resulting liability, if any with regard to any such claims
involving the Mumbai Undivided Properties and Entities and/or the Southern Undivided Entities
cannot be ascertained as on the date of this Draft Letter of Offer. Further due to the nature of the
family disputes and given that follow-up action with respect to the distribution of the Mumbai Undivided
Entities and South Undivided Entities was not completed and is outstanding, consequently, neither
we nor our Promoters can, as on the date of this Draft Letter of Offer, ascertain the accuracy or
the completeness of the disclosures relating to the Southern Undivided Entities as made in this Draft
Letter of Offer.
COMPANIES
1.
ASIATIC PROPERTIES LIMITED
This company was incorporated under the provisions of the Act in Mumbai on January 01, 1982.
As stated in the main objects contained in its memorandum of association this company is permitted to
carry on the business of builders, contractors, erectors, constructors, developers of land, buildings, offices,
townships, hotels, decorating and maintaining amongst others flats, factories, shops, offices, hospitals and
to deal in, buy and sell, lease land and house property and mortgage, take or give on lease otherwise deal in
inter alia lands, buildings. This company is in the business of real estate development and leasing of inter
alia units in buildings. Pursuant to a press release dated July 2, 2004 issued by the BSE its shares have been
de -listed from the BSE with effect from July 2, 2004.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of the Prospectus issued by us at the time
of the initial public offering of our Company with SEBI is :Names of Shareholder
Mr. Chandru L. Raheja jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja jointly with Mr. Chandru L. Raheja
Mr. Ravi C. Raheja jointly with Mrs. Jyoti C. Raheja
Mr. Sandeep G. Raheja jointly with Mr. Gopal L. Raheja
Mr. Gopal L. Raheja Jointly with Mr. Sandeep G. Raheja
K. Raheja Exports Private Limited
Harmen Mfg. Co. Private Limited
Mr. Arjun M. Menda jointly with Mrs. Asha A. Menda
Mrs. Asha A. Menda jointly with Mr. Arjun M. Menda
Mrs. Neetu R. Menda jointly with Mr. Raj A. Menda
Mr. Raj A. Menda jointly with Mrs. Neetu R. Menda
Master Sidharth R. Menda (Minor) by father and natural guardian Raj A. Menda
jointly with Neetu R. Menda
Mr. Manoj A. Menda jointly with Ms. Anupama Govindaraj
319
Percentage
Shareholding (%)
4.80
4.70
2.00
2.30
2.00
3.00
4.80
4.00
4.00
2.00
2.00
1.10
3.00
SHOPPING. AND BEYOND. TM
Ms. Anupama Govindaraj jointly with Mr. Manoj A. Menda
Ms. Manju A. Menda jointly with Mr. Arjun M. Menda jointly with Mrs. Asha
A. Menda
Sealtite Gaskets Private Limited
Ideal Properties Private Limited
Casa Maria Properties Private Limited
Cape Trading Private Limited
Raghukool Estate Development Private Limited
Kanishka Properties Private Limited
Sea Crust Properties Private Limited
Anbee Constructions Private Limited
Capstan Trading Private Limited
Garnet Traders Private Limited
Gavotte Traders Private Limited
Glacial Trading Private Limited
Mr. Neel C. Raheja jointly with Mr. Chandru L. Raheja jointly with Mrs. Jyoti C.
Raheja
Mr. Manoj A. Menda & Mrs. Anupama M. Menda
Total
2.00
2.00
4.90
4.90
4.50
4.90
4.50
4.90
4.90
4.50
4.50
3.60
4.90
3.60
1.60
0.10
100.00
The C.L.Raheja Group has confirmed their equity shareholding percentage, as on the date of filing this
Draft Letter of Offer with SEBI. Balance shareholding of the company is based on annual return as on
September 30, 2005.
The Board of Directors of this company as on September 30, 2005 comprised Mr. Gopal L. Raheja, Mr.
Chandru L. Raheja, Mr. Sandeep G. Raheja, Mr. Manoj A. Menda, Mr. Arjun M. Menda, Mr. Neel C.
Raheja, Mr. Raj A. Menda, Mr. Ravi C. Raheja and Mrs. Durga S. Raheja.
Subsequently, Mr. Arjun Menda, Mr. Chandru L Raheja, Mr. Ravi C Raheja, Mr. Gopal L Raheja, Mr.
Sandeep G Raheja and Mrs. Durga S Raheja have tendered their respective resignations from the
directorship of the Company on various dates. Since this is a public company, the directors would be liable
to retire by rotation. To the knowledge of C.L. Raheja Group since the last of the annual general meeting of
this company held on 30th September, 2005, no shareholders meetings have been held and accordingly the
remaining directors of this company would be deemed to have retired by rotation on the applicable dates on
which the annual general meetings ought to have been held as per the requirements of law. However Mr.
Raj A Menda and Mr. Manoj A Menda have also tendered their respective resignations from the
directorship of the Company on various dates. Consequently, in view of the aforesaid, there are no directors
in this company as on the date of filing of this Draft Letter of Offer with SEBI.
Financial Performance
The financial performance of this company based on the last available audited accounts is as below:
Year Ended March 31
2003
2004
2005
(in Rs. millions, except share data)
62.02
165.19
32.97
(98.9)
(88.75)
(81.64)
0.5
0.5
0.5
(361.82)
(450.57)
(323.29)
(1978.08)
(1775.10)
(1632.70)
(7226.65)
(9,001.73)
(6456.07)
Particulars
Sales and other income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning per share
Book value per share
Auditor’ Qualifications:
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SHOPPING. AND BEYOND. TM
For the year ended 31.3.2005
The auditors qualifications comprise of non production of cash on hand for verification before the auditors,
non accounting of certain expenses relating to various projects for which the amount is not quantified in
the annual accounts pending its ascertainment by the management.
For the year ended 31.3.2004
The auditors qualifications comprise of non production of cash on hand for verification before the auditors,
non accounting of certain expenses relating to various projects for which the amount is not quantified in
the annual accounts pending its ascertainment by the management.
For the year ended 31.3.2003
The auditors qualifications comprise of non production of cash on hand for verification before the auditors,
non accounting of certain expenses relating to various projects for which the amount is not quantified in
the annual accounts pending its ascertainment by the management
2.
ASHOKA APARTMENTS PRIVATE LIMITED
This company was incorporated under the Act in Bangalore on September 28, 1987. This company had not
commenced operations till the date of filing of Prospectus at the time of intitial public offering of our
Company.
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of the Prospectus issued by us at the time
of the initial public offering of our Company with SEBI is :Names of Shareholder
Arjun M. Menda
K. Raheja Development Corporation (C.L. Raheja as Partner)
K. Raheja Development Corporation (Arjun M. Menda as Partner)
Total
Percentage Shareholding
(%)
0.20
0.20
99.60
100.00
The Board of Directors of this company as on the date of filing the Prospectus issued by us at the time of
the initial public offering of our Company with SEBI comprised Mr. Arjun M. Menda, Mr. Raj A. Menda
and Mr. Manoj A. Menda.
Financial Performance
The financial performance of this company based on the last available audited accounts is as below:
Particulars
Year Ended March 31
2003
2004
2005
(in Rs. millions, except share data)
Nil
Nil
Nil
(0.003)
(0.003)
(0.04)
0.25
0.25
0.25
(0.06)
(0.059)
(0.10)
(1.11)
(1.13)
(15.49)
Sales and other income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning per share
Book value per share
73.83
321
72.70
57.21
SHOPPING. AND BEYOND. TM
3.
K. RAHEJA DEVELOPMENT & CONSTRUCTIONS PRIVATE LIMITED
This company was incorporated under the Act in Mumbai on August 30, 1995. This company was non
operational till the date of filing of Prospectus at the time of intitial public offering of our Company
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of the Prospectus issued by us at the time
of the initial public offering of our Company with SEBI is :Names of Shareholder
K. Raheja Hotels & Estates Private Limited Arjun M. Menda
K. Raheja Hotels & Estates Private Limited Gopal L. Raheja
K. Raheja Hotels & Estates Private Limited Chandru L. Raheja
K. Raheja Hotels & Estates Private Limited
Total
Percentage
Shareholding (%)
0.01
0.01
0.01
99.97
100.00
The C.L.Raheja Group has confirmed their equity shareholding percentage, as on the date of filing this
Draft Letter of Offer with SEBI. Balance shareholding of the company is based on annual return as on
September 30, 2005.
The Board of Directors of this company as on the date of filing the Prospectus issued by us at the time of
the initial public offering of our Company with SEBI comprised of Mr. Gopal L. Raheja, Mr. Chandru L.
Raheja and Mr. Ravi C. Raheja.
To the knowledge of C.L.Raheja Group since the last of the annual general meeting of this company held
on September 30, 2005, no shareholders meetings have been held. Further, as per the articles of association
of this company, none of the directors of the company are liable to retire by rotation. The Promoters are
not aware of the present composition of the board of directors of this company; however, Mr. Chandru L.
Raheja and Mr. Ravi C. Raheja continue as directors of this company.
Financial Performance
The financial performance of this company based on the last available audited accounts is as below:
Year Ended March 31
2003
2004
2005
(in Rs. millions, except share data)
Nil
Nil
Nil
(0.016)
(0.02)
(0.03)
5.00
5.00
5.00
1.13
1.11
1.08
(0.322)
(0.36)
(0.57)
122.40
122.12
121.62
Particulars
Sales and other income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning per share
Book value per share
4.
K. RAHEJA HOTELS & ESTATES PRIVATE LIMITED
This company was incorporated under the Act in Bangalore on February 26, 1990. This company’s
business prior to the date of filing of the Prospectus at the time of intitial public offering of our Company
was dealing in real estate development.
Shareholding Pattern
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
322
SHOPPING. AND BEYOND. TM
Names of Shareholder
Percentage
Shareholding (%)
4.80
7.70
6.25
0.74
6.25
2.97
2.97
6.75
6.01
6.02
6.02
6.02
2.50
1.48
3.75
3.75
5.00
5.00
5.00
5.00
6.02
100.00
Mr. Arjun M. Menda, Asha A. Menda
Arjun M. Menda (HUF)
Raj A. Menda, Neetu R. Menda
Neel C. Raheja, Chandru L. Raheja, Jyoti C. Raheja
Manoj A. Menda, Anupama Menda
Chandru L. Raheja, Jyoti C. Raheja
Jyoti C. Raheja, Chandru L. Raheja
Anbee Constructions Private Limited
Cape Trading Private Limited
Casa Maria Properties Private Limited
Raghukool Estate Development Private Limited
Capstan Trading Private Limited
Gopal L. Raheja, Sandeep G. Raheja
Sandeep G. Raheja, Gopal L. Raheja
Glacial Trading Private Limited
Garnet Trading Private Limited
Sealtite Gaskets Private Limited
Gavotte Traders Private Limited
Kanishka Properties Private Limited
Ideal Properties Private Limited
Sea Crust Properties Private Limited
Total
The C.L. Raheja Group has confirmed their equity shareholding percentage, as on the date of filing this
Draft Letter of Offer with SEBI.
The Board of Directors of this company as on the date of filing the Prospectus issued by us at the time of
the initial public offering of our Company with SEBI comprised of Mr. Arjun M. Menda, Mr. Gopal L.
Raheja, Mr. Chandru L. Raheja, Mr. Raj A. Menda, Mr. Manoj A. Menda, Mr. Ravi C. Raheja and Mr.
Neel C. Raheja.
Subsequent to the initial public offering by our Company, Mr. Arjun Menda, Mr. Gopal L Raheja, Mr. Raj
Menda and Mr. Manoj Menda have resigned from the directorship of this company. Further, the articles of
association of this private company do not provide that the directors would have to retire by rotation.
In case of private companies retirement of directors depends on the provisions of the articles of association
of the company and in the absence of any such provisions the directors continue until removed under
Section 284 of the Companies Act. This is the position taken by the High Court of Punjab and Haryana in
S. Labh Singh versus Paneser Mech. Works Private Limited (1987) 61 Com Cases 618.
However, a contrary view has been taken by the Madras High Court in the case of Devi Talkies (P.)
Limited versus V.R.Parthasarathi Iyengar (1982) 52 Com Cases 242, where it has been held that in the
absence of a provision made in the articles of association of a private company, all the directors of a
company would be liable to retire at the end of each annual general meeting. It may be assumed that as on
the date of filing of the Draft Letter of Offer, Mr. Chandru L. Raheja, Mr. Ravi C. Raheja and Mr. Neel C.
Raheja may be assumed to have retired from the directorship and the company had no directors in view of
what is stated above.
Financial Performance
The financial performance of this company based on the last available audited accounts is as below: is as
below:
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SHOPPING. AND BEYOND. TM
Particulars
Year Ended March 31
2003
2004
2005
(in Rs. millions, except share data)
6.59
29.87
1.45
(4.94)
5.39
(1.02)
50.00
50.00
50.00
(18.26)
(12.87)
(13.89)
(9.87)
10.79
(2.04)
63.48
74.26
72.22
Sales and other income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning per share
Book value per share
Auditor’ Qualifications:
For the year ended March 31, 2005
The auditors qualifications interalia comprise of non provision of sales tax in respect of Works Contract
which amount is not quantifiable, non provision of interest on loans taken by the company from its group
companies amounting to Rs 83708674/- approximately, non provision of interest on loans given by the
company to its group companies amounting to Rs 66630279/-- approximately and expenses relating to
various projects not accounted for which amount is not quantified in the annual accounts.
For the year ended March 31, 2004
The auditors qualifications interalia comprise of non provision of interest on loans taken by the company
from its group companies amounting to Rs 83551174/- approximately, non provision of interest on loans
given by the company to its group companies amounting to Rs 64899659/-- approximately and expenses
relating to various projects not accounted for which amount is not quantified in the annual accounts.
For the year ended March 31, 2003
The auditors qualifications interalia comprise of non provision of interest on loans taken by the company
from its group companies amounting to Rs 81623226/- approximately, non provision of interest on loans
given by the company to its group companies amounting to Rs 65527947/-- approximately and expenses
relating to various projects not accounted for which amount is not quantified in the annual accounts.
5.
MASS TRADERS PRIVATE LIMITED
This company was incorporated under the Companies Act in Mumbai on July 04, 1985.
As stated in the main objects contained in its memorandum of association this company is permitted to inter
alia carry on business as buyers, sellers, agents or commission agents, indenting agents, importers,
exporters in amongst others marine foods, juices, wines and eatable items, plastics, plastic goods, paper,
paper products, furniture, office equipment, electrical and electronic goods.
To the knowledge of the C. L. Raheja group at the time of filing of Prospectus for the initial public offering
of our Company, this company had no commercial operations except for earning of compensation. During
all or any of the financial years ended March 31, 1995, March 31, 1996 and March 31, 1997 the company's
business activities comprised of trading in shares/units of mutual fund and real estate development.
Shareholding Pattern
The equity shareholding pattern of this company based on the annual return filed with the ROC containing
information as of September 28, 1996 (which is the date of the annual general meeting as shown in the
annual return) is set out below.
Names of Shareholders
Mr. Gopal L. Raheja Jointly with Sandeep G. Raheja
324
Percentage
Shareholding (%)
1.72
Group
G. L. Raheja
SHOPPING. AND BEYOND. TM
Mr. Sandeep G. Raheja Jointly withMr. Gopal L. Raheja
1.72
Ferani Hotels Limited
22.59
26.03
Sub Total of G. L. Raheja Group
Mr. Chandru L. Raheja Jointly withMrs. Jyoti C. Raheja
1.72
C. L. Raheja
Mrs. Jyoti C. Raheja Jointly with* Mr. Chandru L. Raheja
1.72
Sub Total of C. L. Raheja Group
3.44
Ms. Manju A. Menda Jointly with Mr. Arjun M. Menda
6.25
Mrs. Asha A. Menda Jointly with Mr. Arjun M. Menda
6.25
Arjun Menda
Mr. Manoj A. Menda Jointly with** Mr. Arjun M. Menda
6.26
Ms. Neetu R. Menda Jointly with Mr. Raj Arjun Menda
6.25
Sub Total of Arjun Menda Group
25.01
Mumbai Undivided
M/s. Sevaram Estates Private Limited
22.76
Entities
Sub Total of Mumbai Undivided Entities
22.76
Puja Agencies Private Limited
22.76
Others
Sub Total of Others
22.76
Total
100.00
Note: * In the annual return of 1997 it is mentioned as Raheja Chandru Jyoti Raheja Chandru Jyoti
Note: ** In the annual return of 1997 it is mentioned as Menda Arjun Manoj Menda Madandas Arjun Arjun
M. Menda
In respect of this company, there is a dispute whether or not this company forms a part of the Southern
Entities. While the C L Raheja Group considers this company as part of the Southern Entities, the G L
Raheja Group disputes the same.
The equity shareholding pattern set out above is the same in the annual return filed with the ROC
containing information as of September 25,1997 (except for the discrepancy shown in Note 1 and 2 above)
which to the knowledge of C. L. Raheja Group is the last annual return filed after the Arrangement. The
said annual return of 1997 contains reference to an annual general meeting held on September 25, 1997.
The convening, holding and the business transacted at the said annual general meeting of 1997 is a point of
dispute between the C. L. Raheja family and G.L. Raheja family and correspondence has been exchanged
in this regard.
Based on a share transfer deed dated September 21, 1998 which is shown to be executed on behalf of Puja
Agencies Private Limited as a transferor and Nectar Properties Private Limited as a transferee in respect of
3300 number of equity shares of this company, which is available at Construction House – ‘A’, 24th Road
Khar (West), Mumbai - 400 052, the equity shareholding pattern of this company could be considered as
set out in the chart below. To the knowledge of the C. L. Raheja Group the said transfer of shares has not
been effected. The said transfer of shares may be disputed between the C. L. Raheja family and the G. L.
Raheja family.
Names of Shareholders
Mr. Gopal L. Raheja Jointly with Sandeep G. Raheja
Mr. Sandeep G. Raheja Jointly withMr. Gopal L. Raheja
Ferani Hotels Limited
Sub Total of G. L. Raheja Group
Mr. Chandru L. Raheja Jointly withMrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja Jointly withMr. Chandru L. Raheja
Sub Total of C. L. Raheja Group
Ms. Manju A. Menda Jointly withMr. Arjun M. Menda
Mrs. Asha A. Menda Jointly withMr. Arjun M. Menda
Mr. Manoj A. Menda Jointly withMr. Arjun M. Menda
Ms. Neetu R. Menda Jointly withRaj A. Menda
Sub Total of Arjun Menda Group
325
Percentage
Shareholding (%)
1.72
1.72
22.59
26.03
1.72
1.72
3.44
6.25
6.25
6.26
6.25
25.01
Group
G. L. Raheja
C. L. Raheja
Arjun Menda
SHOPPING. AND BEYOND. TM
M/s. Sevaram Estates Private Limited
Nectar Properties Private Limited
Sub Total of Mumbai Undivided Entities
Total
22.76
22.76
45.52
100.00
Mumbai
Undivided Entities
The C. L. Raheja Group has confirmed their equity shareholding percentage, as on the date of filing the
Draft Letter of Offer as set out in the last chart above in the shareholding pattern. On the presumption that
the remaining shareholders have not transferred any equity shareholding in the said company and
considering the share transfer deed as stated in Note 2 to the shareholding pattern on page 230 of the Draft
Letter of Offer, it may be assumed that the shareholding pattern of the Company even as on the date of
RHP continues to be the same as mentioned in the last chart above. This statement is subject to the
understanding / agreement between the two groups, as to each group having equal ownership / interest /
right in the said company (which is irrespective of the actual shareholding / beneficial interest / ownership
in such company).
To the knowledge of the C.L. Raheja Group, since the last of the annual general meeting of this company
held on September 25, 1997 no shareholders meetings have been held.
Based on records available at Construction House ‘A’, 24th Road, Khar, Mumbai - 400 052 after the filing
of the last annual return containing information as of September 25, 1997 and the filing of the last annual
accounts for year ended March 31, 1997 with the ROC, there is no further filing of annual return and
annual accounts with the ROC.
The names of directors of this Company as mentioned in the annual return filed with the ROC containing
information as of September 28, 1996 (which is the last annual return filed prior to the arrangement) is set
out below:
Names Of Directors
Mr. Gopal L. Raheja
Mr. Sandeep G. Raheja
Mr. Chandru L. Raheja
Mr. Ravi C. Raheja
Mr. Arjun M. Menda
Group
G. L. Raheja
C. L. Raheja
Arjun Menda
1.
The names of directors set out above are the same in the annual return filed with the ROC containing
the information as of September 25, 1997 which to the knowledge of the C. L. Raheja group is the
last annual return filed after the Arrangement. The said annual return of 1997 contains reference to
an annual general meeting held on the said September 25, 1997. The convening, holding and the
business transacted at the said Annual General Meeting of 1997 is a point of dispute between the C.
L. Raheja family and G.L. Raheja family and correspondence has been exchanged in this regard.
2.
To the knowledge of the C.L. Raheja Group, since the last of the board meeting of this company held
on September 1, 1997 no board meetings have been held. The convening, holding and the business
transacted at the said board meeting of September1,1997 is also a point of dispute between the C. L.
Raheja family and the G. L. Raheja family and correspondence has been exchanged in this regard.
3.
This company was incorporated as a private limited company and in accordance with its articles of
association none of the directors were liable to retire by rotation. However, to the knowledge of C. L.
Raheja group, this company may have become a public company pursuant to the then prevailing
provisions of section 43A (1) of the Act with effect from September 21, 1998 being the date of the
share transfer deed which is showing Nectar Properties Private Limited as a transferee of equity
shares of this company as stated in note 2 to the shareholding pattern on page 230 of the Draft Letter
of Offer. This company may therefore be considered to be a public company, provided that two of
the shareholders of this company, as set out in the last chart of shareholding pattern above viz. Ferani
hotels Limited and Nectar Properties Private Limited were considered to be public companies.
326
SHOPPING. AND BEYOND. TM
Consequently the then prevailing provisions of section 43A(1) mentioned above may have been
attracted. The reasons why Nectar Properties Private Limited may be considered to be a public
company is stated in note 3 to the chart of directors on page 326 of the Draft Letter of Offer. The
conversion of this company into a public company may be disputed by the G. L. Raheja family.
Correspondence has been exchanged between the G. L. Raheja family and the C. L. Raheja family
on the status of this company. If this company is a public company, the directors would be liable to
retire by rotation and in view of what is stated in note 4 to the shareholding pattern on page 230 of
the Draft Letter of Offer, as on the date of filing the Draft Letter of Offer all the directors would be
deemed to have retired by rotation the applicable dates on which the Annual General Meetings ought
to have been held as per the requirements of law. However, the directors may have held out as being
directors after they would be deemed to have so retired.
Financial Performance
The financial performance of this company based on last available audited accounts is as below. The final
accounts for the year ended March 31, 1997 is a point of dispute between G. L. Raheja group and C. L.
Raheja group.
Particulars
Year Ended March 31
1995
1996
1997
(in Rs. millions, except share data)
0.08
0.19
0.72
(0.07)
(0.03)
0.44
1.45
1.45
1.45
(0.34)
(0.37)
0.07
(4.66)
(2.02)
30.56
75.36
73.34
104.01
Sales and other income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning per share
Book value per share
The Financial Performance of this company for 2002, 2003 and 2004 based on unaudited, provisional and
nonfinalised accounts and subject to Qualifications mentioned below:
Year Ended March 31
2002
2003
2004
(in Rs. millions, except share data)
0.02
0.02
0.02
(0.006)
0.003
(0.248)
1.45
1.45
1.45
0.08
0.08
(0.17)
(0.42)
0.19
(17.13)
104.88
105.07
87.94
Particulars
Sales and other income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning per share
Book value per share
6.
QUALIFICATIONS TO FINANCIAL PERFORMANCE
Qualifications including the following (which are to the knowledge of the C. L. Raheja Group) to the
information Financial Performance of Mass Traders Private Limited due to the differences and disputes
between the G. L. Raheja family and the C. L. Raheja family. G. L. Raheja group may agree or disagree or
have a dispute and/or have additional issues and/or hold a different view with respect to any and/or all the
Qualifications:
This company is jointly owned and controlled by the G. L. Raheja family, C. L. Raheja family and Arjun
Menda family and there are several differences and disputes in respect of this company between the G. L.
Raheja family and C. L. Raheja family including disputes in relation to its accounts. Further, this company
is considered as a Southern Entity by C. L. Raheja Group which is disputed by G. L. Raheja group.
327
SHOPPING. AND BEYOND. TM
The information in relation to the Financial Performance of this company has been complied and is based
on provisional, unaudited and nonfinalised balance sheet and profit and loss account ("the Financials") for
the financial years ended March 31, 2002, March 31, 2003 and March 31, 2004 which have been prepared
by C. L. Raheja Group on an "as is where is basis" from the books of account and other records (including
information and details obtained from the Bangalore office of the Southern Entities) which are available
and lying at Construction House - 'A', 24th Road, Khar (West), Mumbai - 400 052, which continues to be its
registered office even after the date of the Arrangement.
The final accounts of this company were last prepared and audited for the financial year ended March 31,
1997, which is disputed by the G. L. Raheja family. Further, for the financial year ended March 31, 1998,
the final accounts of this company were prepared and circulated including to the G. L. Raheja family. In
response to the same, a letter was sent by G. L. Raheja family to this company and their respective directors
raising objections including asking for information and details about the accounts and stating that final
accounts should not be finalized and approved until the same are approved by the G. L. Raheja family. In
addition, G. L. Raheja family have also written some letters to C. L. Raheja, Ravi C. Raheja and Neel C.
Raheja including to this company's auditors raising objections and stating that the final accounts of this
company should not be finalized, audited and approved until the same are approved by the G. L. Raheja
family in advance. The accounts of this company for the financial year ended March 31, 1998 and
thereafter have still not been finalised and approved between all the said families.
The opening balances for the later financial years have been considered on the basis of the said final
accounts (for year ended March 31, 1997) which may vary if and when approved between all the said
families. The accounts and the balances of each group's entities, the Southern Entities and the Mumbai
Undivided Entities with this company are subject to confirmation by all the said families. Since the disputes
relate to the period commencing from the time of the Arrangement, the opening balances of various
accounts would be affected regardless of the fact that finalisation of accounts and audit for any year.
The Financials are provisional, unaudited and not finalized and therefore may not be complete and
accurate. All income, expenses, assets and liabilities may not have been completely and accurately
accounted. They are subject to the claims of both G. L. Raheja family and C. L. Raheja family against each
other and/or against this company and vice-versa and claims of third parties, if any, consequent thereto or
otherwise. Both the G. L. Raheja families and C. L. Raheja family have questioned and/or disputed and/or
denied claims. The accounting effect of such claims, denials and disputes would not have been given in the
Financials.
The Financials have not been approved between the C. L. Raheja family, G. L. Raheja family and the Arjun
Menda family who jointly own and control this company. As and when the same are approved the
Financials could change substantially and consequently the Financial Performance as is presently being
disclosed in the Draft Letter of Offer in relation to this company could also change substantially.
The G. L. Raheja group has raised several queries on examination of the accounting records and data of this
company furnished to them relating to a part of the period for which the Financials are prepared as well as
for the preceding years since the time of the Writings/Arrangement. These queries are yet to be resolved
between the G. L. Raheja family and C. L. Raheja family. The C. L. Raheja Group disputes the queries.
Such queries include questioning the sale of mutual fund units, questioning the incurring of expenses,
disagreement on the provision made for interest and also of the rate of interest, etc.
After the time of the said Arrangement in respect of the accounts and balances of G. L. Raheja group, C. L.
Raheja Group, Southern Entities and Mumbai Undivided Entities with this company, interest may have
been accounted by each group and this company differently and at different rates. As a result thereof and
the disputes relating to the interest there will be consequent differences on account of TDS.
Some tax returns have been filed by the C. L. Raheja Group pursuant to notices received from the tax
authorities or otherwise and full effect of the demands/liabilities would not have been given in the books of
account. Similarly tax refunds due and interest thereon, if any, would not have been fully accounted.
Provisions have also not been made on account of any of the non-filing and non-compliances.
328
SHOPPING. AND BEYOND. TM
Since the assets, documents, papers, records, etc. of this company are separately in possession of the G. L.
Raheja group and C. L. Raheja Group, discrepancies, if any on physical verification, other discrepancies, if
any and depreciation and impairment in value, if any, is not accounted.
The said Financials have been prepared by the C. L. Raheja Group without prejudice to the fact and their
contention that if this company is considered as a public company then, C. L. Raheja and Ravi C. Raheja
have retired as directors from this company since no annual general meetings of this company has been
held for last several years.
PARTNERSHIP FIRMS:
1.
K. RAHEJA DEVELOPMENT CORPORATION
The firm was constituted vide a deed of partnership dated September 03, 1980 and reconstituted vide deed
of retirement/partnership dated September 09, 1986 and further reconstituted vide deeds of partnership
dated April 02, 1988, July 01, 1988, April 02, 1990, deed of retirement dated April 02, 1992, and further
reconstituted vide deed of partnership dated April 10, 1992, November 5, 1992 under the Indian Partnership
Act, 1932. Subsequently the deed of partnership was amended vide supplemental deeds of partnership
dated April 6, 1993, January 1, 1995 and December 8, 1996. The activities of the firm prior to the date of
filing of the Prospectus at the time of intitial public offering of our Company was to deal in real estate
development, trading and leasing.
Partners:
Names of Partner
Gopal Lachamandas (HUF)
Chandru Lachamandas (HUF)
Arjun M. Menda (HUF)
Ivory Properties & Hotels Private Limited
Unique Estates Development Company Limited
Raj A. Menda
Manoj A. Menda
Kanishka Properties Pvt Ltd
Seacrust Properties Pvt Ltd
Casa Maria Properties Pvt Ltd
Total
Partners' Share (%)
10.00
10.00
15.00
17.50
17.50
5.00
5.00
6.00
4.00
10.00
100.00
Financial Performance
The financial performance of this firm’s latest available accounts is as below:
Year Ended March 31
2004
(in Rs. millions)
63.40
213.84
2.89
38.5
384.27
468.89
Particulars
2003
Sales and other income
Profit/(Loss) after tax
Partners' Capital Account
2005
38.47
(28.18)
496.98
TRUSTS
1.
RAJ TRUST
This trust was settled on September 11, 1985. The Indenture was made between "the settlor" Smt. Bindu K.
Raheja and "the trustees" Mr. Gopal L. Raheja, Mr. Chandru L. Raheja and Mr. Arjun M. Menda. Mr.
329
SHOPPING. AND BEYOND. TM
Gopal L. Raheja has resigned as a trustee. The beneficiaries are Mr. Raj Menda, Mr. Manoj Menda, Mr.
Sandeep Raheja and Mr. Neel Raheja. The date of distribution of the proceeds of the trust has already
passed.
Financial Performance
The financial performance of this trust’s latest available accounts is as below:
Particulars
2003
Sales and other income
Profit/(Loss) after tax
Trust Funds
Reserves & Surplus
2.
25.936
9.688
0.001
24.27
Year Ended March 31
2004
2005
(in Rs. millions)
25.90
149.29
9.32
71.94
0.001
0.001
33.59
105.52
R&M TRUST
This trust was settled on April 20, 1991 trustees of the trust at the time of filing of the Prospectus for the
intitial public offering of our Company were Mr. Gopal L. Raheja, Mr. Chandru L. Raheja and Mr. Arjun
M. Menda. Mr. Gopal L. Raheja has resigned as a trustee thereafter. The beneficiaries are Mr. Raj Menda,
Mr. Manoj Menda, Mr. Sandeep Raheja, Mr. Ravi Raheja, Mr. Neel Raheja and Mr. Siddharth Menda and
each of their children. The activities of this trust prior to the date of filing of Prospectus at the time of initial
public offering of our Company were dealing in real estate development, trading and leasing.
Financial Performance
The financial performance of this trust for latest available accounts is as below:
Particulars
Year Ended March 31
2004
(in Rs. millions)
18.5
13.50
4.065
3.84
0.025
0.025
24.057
27.90
2003
Sales and other income
Profit/(Loss) after tax
Trust Funds
Reserves & Surplus
330
2005
61.87
29.37
0.025
57.27
SHOPPING. AND BEYOND. TM
RESIDUAL ENTITIES
Other ventures in which the K Raheja Corp Group (C L Raheja Group) holds in excess of 10% of the equity
share capital. Apart from the companies and/or entities belonging to the K Raheja Corp Group /Mumbai
Undivided Entities/ the Southern Entities, as on the date of this Draft Letter of Offer, our Promoters also
have equity share capital and other interests (exceeding 10 %) in certain other companies, partnership firms
and other entities ( the 'Residual Entities') however as neither we nor our Promoters can, as on the date of
this Draft Letter of Offer ascertain the accuracy or the completeness of the disclosures relating to these
Residual Entities made in this Draft Letter of Offer which disclosures are based on information made
available to our Promoters by the respective managements of these entities.
COMPANIES
1.
JUHU BEACH RESORTS LIMITED
This company was incorporated under the Act on January 15, 1974. This company currently owns and runs
the J.W. Marriott Hotel at Juhu, Mumbai.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
Names of Shareholder
Mr. Gopal L. Raheja jointly with Mr. Sandeep G. Raheja
Mr. Sandeep G. Raheja jointly with Mrs. Durga S. Raheja
Mrs. Durga S. Raheja jointly with Mr. Sandeep G. Raheja
Mrs. Sonali N. Arora jointly with Mr. Sandeep G. Raheja
Tropicana Properties Limited
Unique Estates Development Company Limited
Ideal Properties Private Limited
Mr. Chandru L. Raheja jointly with Mrs. Jyoti C. Raheja
Mrs. Jyoti C. Raheja jointly with Mr. Chandru L. Raheja
Mr. Ravi C. Raheja jointly with Mr. Chandru L. Raheja Jointly with Mrs. Jyoti C.
Raheja
Mr. Neel C. Raheja jointly with Mr. Chandru L. Raheja jointly with Mrs. Jyoti C.
Raheja
K. Raheja Corp Private Limited
Ivory Properties and Hotels Private Limited
Palm Shelter Estate Development Pvt Ltd
K. Raheja Private Limited
Mr. Vijay B. Raheja
Mr. Deepak B. Raheja
Neha Grihnirman Private Limited
Beau Rivage Trading Co. Private Limited
Beau Rivage Estates Private Limited
Mr. Rajan B. Raheja jointly with Mrs. Suman R. Raheja
Mrs. Suman R. Raheja jointly with Mr. Rajan B. Raheja
Peninsula Estate Private Limited
Gokul Construction Co. Private Limited
Bloomingdale Investment & Finance Private Limited
Manali Investment & Finance Private Limited
Matsyagandha Investments & Finance Private Limited
331
Percentage
Shareholding (%)
5.36
1.00
0.13
0.13
5.02
5.02
0.03
0.25
0.15
0.005
0.005
16.27
0.005
0.005
0.005
5.84
1.77
2.92
4.06
2.92
15.71
0.005
0.005
0.005
0.02
0.02
0.02
SHOPPING. AND BEYOND. TM
Aasia Properties Development Limited
Total
33.32
100.00
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI
comprises Mr. Gopal L. Raheja, Mr. Chandru L. Raheja, Mr. Vijay B. Raheja* and Mr. Rajan B. Raheja.
(*Managing Director)
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
1361.27
1716.31
2212.55
Profit/(Loss) after tax
200.81
348.56
519.81
Equity Capital
790.02
11.68
790.02
135.04
790.02
381.09
Reserves and Surplus
Earning Per Share
Book Value Per Share
2.
25.42
44.12
65.80
101.32
117.09
148.24
KAMLA CERAMIC TILES LIMITED
This company was incorporated under the provisions of the Act on June 29, 1991. The company is
currently non operational.
Board of Directors
The Board of Directors of this Company as on the date of filing this Draft Letter of Offer with SEBI are
Mr. Parmeshwar G. Mittal, Mr. Shankarlal G. Mittal, Mr. Vishvanath G. Mittal,Mr. Ajay Mittal, Mr. Badal
Mittal, Mr. Suresh Mitttal, Mr. Gopal Raheja and Mr. Satish Raheja.
Persons/entities of K Raheja Corp group have paid amounts towards share application money to this
company for which the allotment of shares is pending.
Financial Performance
The financial performance of this company as per the last three available audited annual accounts is as
below:
Year Ended March 31
2000
2001
2002
(in Rs. millions, except share data)
Nil
Nil
Nil
Nil
Nil
Nil
0.00008
0.00008
0.00008
0.63
0.63
0.63
Nil
Nil
Nil
73901.63
73901.63
73901.63
Particulars
Sales and other income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning per share
Book value per share
332
SHOPPING. AND BEYOND. TM
As per the information available with K Raheja Corp Group , audited accounts for FY 2003 to FY 2007 as
on the date of filing this Draft Letter of Offer have not been drawn up.
3.
EUROWEAVE EXPORTS PRIVATE LIMITED
This company was incorporated under the Companies Act on October 28, 1991. This company was earlier
in the business of ready made garments and is currently non operational.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
Names of Shareholder
Percentage
Shareholding (%)
28.00
20.00
5.00
1.00
1.00
35.00
3.00
2.00
3.00
2.00
100.00
Mr. Nitin D. Advani alias Lalit Advani
Mr. D.J. Advani
Mr. Jai D. Advani
Mrs. Kamala D. Advani
Ms. Hrushita J. Advani
M/s K. Raheja Corp Private Limited
Mr. Ravi C. Raheja
Mr. Gopal L. Raheja
Mr. Sandeep Raheja
Mr. Chandru L. Raheja
Total
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI
comprises Mr. D.J. Advani, Mr. Nitin D. Advani alias Lalit D. Advani, Mr. Jai D. Advani, Mr. Sandeep G.
Raheja and Mr. Ravi C. Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended As on March 31,
Particulars
Sales and Other Income
Profit/(Loss) after tax
Equity Capital
Reserves and Surplus
Earning Per Share
Book Value Per Share
4.
2005
2006
2007
(in Rs. Millions, except per share data)
1.31
1.59
1.64
0.16
0.47
0.60
1
1
1
7.04
7.51
8.11
1.56
4.68
5.96
80.40
85.09
91.06
TERRACO INDIA PRIVATE LIMITED
This company was incorporated under the Companies Act on August 13, 1986. This company is in the
business of a manufacturer and dealer of specialised paints and surface coating materials.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
333
SHOPPING. AND BEYOND. TM
Names of Shareholder
Percentage
Shareholding (%)
14.00
34.34
8.00
5.93
2.00
14.60
14.60
6.53
100.00
Mr. D.J. Advani
Mr. J.D. Advani
Mr. L.D. Advani
Mrs. K.D. Advani
Mrs. H.J. Advani
Mr. S.G. Raheja
Mr. R.C. Raheja
M/s. Teracco Limited (Sweden)
Total
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI
comprises Mr. Jai D. Advani, Mr. Doulat J. Advani, Mr. Gopal L. Raheja, Mr. Lalit D. Advani and Mr.
Dinesh S. Advani.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended As on March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
45.91
41.55
31.90
Profit/(Loss) after tax
(2.91)
(5.63)
0.43
Equity Capital
Reserves and Surplus
3.71
(2.34)
3.71
(7.97)
3.71
(7.54)
Earning Per Share (Face Value Rs.10)
(7.84)
(15.16)
1.15
3.69
(11.47)
(10.32)
Book Value Per Share (Face Value Rs.10)
5.
NANDJYOT PROPERTIES & HOTELS PRIVATE LIMITED
This Company was incorporated under the Companies Act on June 26, 1982. This company had earlier
undertaken a real estate development project which did not materialise and is currently non operational.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
Names of Shareholder
Gokuldas Mohanlal Shah
Ramanlal Mohanlal Shah
Chandangarui Ramanlal Shah
Kirit Ramanlal Shah
Bhawana Kirit Shah
Kanaiyalal Ramanlal Shah
Kirtida Kanaiyalal Shah
Ashwin Ramanlal Shah
Archana Ashwin Shah
334
Percentage
Shareholding (%)
2.19
2.17
2.17
2.17
2.17
2.17
2.17
3.54
0.08
SHOPPING. AND BEYOND. TM
Varsha Vinodkumar Shah
Mandakini Gokuldas Shah
Ajay Gokuldas Shah
Shilpa Ajay Shah
Vijay Gokuldas Shah
Daksha Ajay Khatlawala
Falguni Gokuldas Shah
Prafulchandra Gokuldas Shah
Kunjlata Prafulchandra Shah
Niraj Prafulchandra Shah
Meghna Prafulchandra Shah
Gopal L. Raheja
Gopal L. Raheja HUF
Sandeep Gopal Raheja
Sonali Gopal Raheja
Chandru L. Raheja
Chandru L. Raheja HUF
Jyoti Chandru Raheja
Ravi Chandru Raheja
Neel Chandru Raheja
Prafulchandra Mohanlal Shah HUF
Chandru L. Raheja and Gopal L. Raheja
Gopal L. Raheja Executor & Trustee of the Estate of Late Smt. Sheila G. Raheja
Total
0.03
2.19
4.27
0.10
4.38
1.71
1.82
1.88
4.38
4.33
3.61
0.20
0.20
0.20
0.20
0.20
0.21
0.21
0.21
0.21
2.50
47.92
0.21
100.00
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI
comprises Ramanlal Mohanlal Shah, Prafulchandra Mohanlal Shah, Chandru L. Raheja, Gopal L. Raheja
and Vijay Gokuldas Shah.
Financial Performance
The financial performance of this company for last three years is as below:
Year Ended/ As on March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
Nil
Nil
Nil
Profit/(Loss) after tax
Nil
Nil
Nil
Equity Capital
2.4
2.4
2.4
(0.01)
(0.01)
(0.01)
Nil
Nil
Nil
99.46
99.46
99.46
Reserves and Surplus
Earning Per Share (Face Value Rs.100)
Book Value Per Share (Face Value Rs.100)
6.
AMBER APARTMENT MAKERS PRIVATE LIMITED
This company was incorporated under the Companies Act on June 18, 1982. This company had earlier
undertaken a real estate development project which did not materialise further and it is currently non
operational.
Shareholding Pattern:
335
SHOPPING. AND BEYOND. TM
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
Name of Shareholder
Percentage Shareholding
(%)
1.29
1.29
1.29
1.29
2.36
0.86
0.43
1.07
0.86
1.07
1.51
1.31
1.29
2.58
1.51
0.86
1.72
0.86
1.72
2.15
1.07
1.07
1.51
1.72
0.86
0.86
1.72
4.2
4.3
5.37
5.37
5.37
5.37
12.8
10.75
6.45
0.02
1.51
2.36
100
Shri Omprakash Mittal
Shri Kishan Mittal
Shri Badal Mittal
Shri Arun Mittal
Shri Govindramji Mittal
Shri Rajendra Mittal
Shri Rahul Mittal
Shri Mahendra Mittal
Smt. Pushpadevi Mittal
Smt. Kusum Mittal
Shri Brahmaduttji Mittal
Shri Suresh Mittal
Shri Suresh Mittal HUF
Smt. Sheela R. Mittal
Parameshwar Mittal Family Trust
Shri Shailendra Mittal
Shri Sanjay Mittal
Smt. Bindu Mittal
Shri Sunil Mittal HUF
Shri Anil Mittal
Shri Ajay Mittal
Smt. Archana A. Mittal
Shri Vishwanathji Mittal
Shri Ashok Mittal
Shri Kishore Mittal
Master Yash K. Mittal
Shri Anoop Mittal
Shri C.L. Raheja HUF
Shri G.L. Raheja HUF
Shri Sandeep G. Raheja
Shri Ravi C. Raheja
Smt. Sheela G. Raheja
Smt. Jyoti C. Raheja
Shri Rajan Raheja jointly with Smt. Suman Raheja
Smt. Suman Raheja
Shri. B.S. Raheja
Shri Rajan Raheja
Mrs Sitadevi Mittal
Mrs. Narbadadevi Mittal
Total
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI are Mr.
Parmeshwar Mittal, Mr. Shankarlal Mittal, Mr. Suresh Mittal, Mr. Arun Mittal, Mr. G. L. Raheja, Mr. C. L.
Raheja, Mr. Rajan Raheja, Mr. Sunil Mittal, Mr. Anil Mittal.
Financial Performance
The financial performance of this company for last three years is as below:
336
SHOPPING. AND BEYOND. TM
Year Ended March 31,
Year Ended On March 31,
2005
2006
2007
Particulars
(in Rs. Millions, except per share data)
Sales and Other Income
Nil
Nil
Nil
Profit/(Loss) after tax
Nil
Nil
Nil
0.47
(0.01)
0.47
(0.01)
0.47
(0.01)
Nil
Nil
Nil
97.40
97.40
97.40
Equity Capital
Reserves and Surplus
Earning Per Share (Face Value Rs.100)
Book Value Per Share (Face Value Rs.100)
Significant Qualifications in the Auditors Report:
For the year ended 31st March, 2005, 31st March 2006 and 31st March 2007
The Auditor’s qualification for the aforesaid years are in respect of :• nonpreparation of Profit and Loss account since the entire expenses incurred on project development
has been carried forward to Project Development Expenses Account forming part of the said Balance
Sheet.
• non confirmation of the capital advance of Rs. 14,50,000/-.
7.
G: CORP PROJECTS PRIVATE LIMITED
(formerly known as GESCO SOUTH REALTY PRIVATE LIMITED)
This company was incorporated under the Companies Act on May 21, 2004. This company is in the
business of real estate development.
Shareholding Pattern:
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is
Name of Shareholder
Gesco Corporation (South) Ltd
Anbee Constructions Private Limited
Cape Trading Private Limited
Casa Maria Properties Private Ltd
Capstan Trading Private Limited
Raghukool Estates Development Pvt Ltd
Total
Percentage
Shareholding (%)
50.00
10.00
10.00
10.00
10.00
10.00
100.00
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI are
Ghanshyam S. Seth, Muninder Seeru , Ravi Raheja, Yasin Virani, Soli K. Cooper and Neel C. Raheja.
Financial Performance
The financial performance of this company for last three years is as below:
337
SHOPPING. AND BEYOND. TM
Year Ended As on March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
0.27
0.95
417.85
Profit/(Loss) after tax
(6.11)
(7.27)
80.47
Equity Capital
0.50
(6.11)
0.50
(13.38)
0.50
67.10
Earning Per Share (Face Value Rs.100)
(122.15)
(145.38)
1609.50
Book Value Per Share (Face Value Rs.100)
(112.15)
(257.53)
1351.97
Reserves and Surplus
8.
G:CORP NEERAV DEVELOPERS PRIVATE LIMITED
This company was incorporated under the Companies Act on March 28, 2005. The company is in the
business of real estate project management.
The shareholding pattern of this company as on the date of filing of this Draft Letter of Offer with SEBI is:
Name of Subscriber
Percentage Shareholding
(%)
0.02
49.98
10.00
10.00
10.00
10.00
10.00
100.00
Rohit Narsidas Chothani
G:Corp Realty Private Limited
Anbee Constructions Private Limited
Cape Trading Private Limited
Casa Maria Properties Private Ltd
Capstan Trading Private Limited
Raghukool Estates Development Pvt Ltd
Total
The Board of Directors of this company as on the date of filing this Draft Letter of Offer with SEBI are
Ghanshyam S. Seth, Rohit Chothani, Soli K. Cooper, Ravi C. Raheja, Neel C.Raheja and Yasin Virani,
Arjun Raj Sinha, Harmohan H Sahni..
Financial Performance
The financial performance of this company for last two years is as below:
Period/Year Ended As on March 31,
Particulars
2005
2006
2007
(in Rs. Millions, except per share data)
Sales and Other Income
NA
10.15
1.89
Profit/(Loss) after tax
NA
1.11
(1.94)
Equity Capital
Reserves and Surplus
NA
NA
0.50
1.11
0.50
(0.84)
Earning Per Share (Face Value Rs.100)
NA
24.15
(38.84)
Book Value Per Share (Face Value Rs.100)
NA
32.14
(6.70)
338
SHOPPING. AND BEYOND. TM
PARTNERSHIP FIRMS
1.
JEWEL OF INDIA
The firm was constituted vide a deed of partnership dated December 1, 1987, under the Indian Partnership
Act, 1932. This firm is currently in the business of handling the running of a restaurant and banquet
facilities at Nehru Centre, Worli, Mumbai.
Partner
Names of Partner
Percentage Share in Profits/
Losses (%)
66.67
33.33
100.00
Sun-N-Sand Hotel Private Limited
K. Raheja Corp Private Limited
Total
Financial Performance
The financial performance of this company for last three years is as below:
Particulars
2005
Year Ended/ As On March 31,
2006
2007
(in Rs. Million)
2.
Sales and Other Income
64.11
67.90
78.02
Profit/(Loss) after tax
9.09
11.65
12.97
Partners’ Capital account
0.30
0.30
0.30
Partners’ Current Account
4.59
5.65
8.72
M.R. & COMPANY
The firm was constituted vide a Deed of Partnership dated November 4, 1982, under the Indian Partnership
Act, 1932, reconstituted vide deeds of partnership dated April 16 1984, and November 26, 1996, vide deed
of partnership dated August 18, 1993 and amended vide supplemental deed of partnership dated November
20, 1995 . The firm is presently non operational.
Partners
Names of Partner
Percentage Share in Profit/
loss (%)
40.00
5.00
5.00
6.00
3.00
3.00
7.00
6.00
5.00
4.00
5.00
3.00
Chandru L. Raheja
Jyoti C. Raheja
Ravi C. Raheja
Brahmadutt Mittal
Vishwanath Mittal
Rajendra Mittal
Sarla Mittal
Sheilla Mittal
Badal Mittal (HUF)
Shailendra Mittal (HUF)
Kishan Mittal (HUF)
Arun Mittal (HUF)
339
SHOPPING. AND BEYOND. TM
Uma Mittal
Maliram Mittal (HUF)
Total
3.
3.00
5.00
100.00
M. R. COMBINE
The firm was constituted vide a Deed of Partnership dated April 01, 1983, under the Indian Partnership Act,
1932 reconstituted vide deeds of partnership dated December 31, 1987 and, October 26, 1988 read with
deeds of retirement dated October 31, 1987 and October 3, 1988 and amended vide supplemental deed of
partnership dated, September 1 1983. The firm is presently non operational.
Names of Partner
Percentage Share in Profit/
loss (%)
15.00
35.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
100.00
Chandru L. Raheja
K. Raheja Pvt Limited
Parmeshwar Mittal
Maliram Mittal
Gobindram Mittal
Shankarlal Mittal
Ajay Mittal
Rajendra Mittal
Vishwanath Mittal
Badal Mittal (HUF)
Kishan Mittal (HUF)
Ramesh Mittal (HUF)
Total
Financial Performance
The financial performance of this firm as per the last available unaudited final accounts are as under:
Year Ended March 31
1997
(in Rs. millions)
0.17
0.16
0.09
0.09
1.003
0.89
Particulars
1996
Sales and other income
Profit/(Loss) after tax
Partners' Capital account
4.
1998
0.11
0.06
0.68
VIJAY & NEEL ENTERPRISES
The firm was constituted vide a deed of partnership dated July 4, 1988, under the Indian Partnership Act,
1932. to carry on the business of execution of construction Contracts, dealing in land, and real estate
development. Currently the firm is not operational.
Partner
Names of Partner
Gopal Lachamandas, Karta of Gopal Lachamandas (HUF)
Kanaiyalal Ramanlal Shah
Vijay Gokuldas Shah
Niraj Prafulchandra Shah
Jyoti C.Raheja
340
Percentage Share in Profits/
Losses (%)
25.00
16.00
17.00
17.00
25.00
SHOPPING. AND BEYOND. TM
Total
100.00
Financial Performance
The financial performance of this firm as per the last available unaudited final accounts are as under:
Particulars
2005
Sales and Other Income
Surplus / (Deficit) After Tax
NIL
(0.00002)
Partners’ Capital Account Cr / (Dr)
5.
Year Ended On 31st March,
2006
0.02
2007
NIL
NIL
(0.00008)
(0.0002)
0.02
0.02
A. R. ENTERPRISES
The firm was constituted vide a deed of partnership dated October 3, 1992, under the Indian Partnership
Act, 1932. and was reconstituted vide deed of partnership dated December, 31,1996 and read with
supplemental deed dated April,6,1993 to carry on the business of execution of construction contracts,
dealing in land, and real estate development. Currently the firm is not operational.
Partner
Names of Partner
Percentage Share in
Profits/ Losses (%)
37.50
25.00
37.50
100.00
Greenfield Hotels & Estates Private Limited
Nitin Construction & Hotel Properties Private Limited
K.Raheja Private Limited
Total
Financial Performance
The financial performance of this firm as per the last available unaudited final accounts are as under:
Particulars
Sales and Other Income
Surplus / (Deficit) After Tax
2005
Year Ended On 31st March,
2006
2007
NIL
(0.00002)
NIL
(0.00008)
NIL
(0.00018)
0.01
0.01
0.01
Partners’ Capital Account Cr / (Dr)
COMPANIES / FIRMS WITH WHICH THE PROMOTERS HAVE DISASSOCIATED DURING
THE PRECEDING THREE YEARS
1.
ROCKFORT ESTATE DEVELOPERS LIMITED
This company was incorporated under the Companies Act on August 17, 2000 and has been in the business
of real estate development. K Raheja Corp group divested its entire shareholding in the company by
September 2006 and Mr. Chandru L. Raheja, Mr. Ravi C. Raheja, Mr. Neel C. Raheja resigned as directors
341
SHOPPING. AND BEYOND. TM
of the company. The company is no longer a part of the K Raheja Corp Group. K Raheja Corp group
divested its holding in the company on account of business considerations.
2.
FORMOST GRANITE EXPORTS PRIVATE LIMITED
This company was incorporated under the Act in Bangalore on October 16, 1985 and has been non
operational. It formed a part of the Southern Undivided Entities. The Promoters /K Raheja Corp Group
have divested their entire shareholding in this company to others by November 2007. The erstwhile
individual promoter shareholders the shares of this company to their relatives on account of natural love
and affection. The other promoter group companies/ firms sold the shares to such other persons on account
of business prudence. Mr Chandru L .Raheja has resigned as a director of this company.
3.
KNIGHT FRANK INDIA PRIVATE LIMITED
This company was incorporated under the Companies Act on September 27, 1995. This company has been
in the business of property service and management and real estate consultancy and brokerage. The entire
shareholding of K Raheja Corp Pvt Ltd in the company has been transferred in around May 2007 and as on
date the K Raheja Corp Group does not have any stake in this company. K Raheja Corp Pvt Ltd divested
its holding in this company on account of business expediency. Mr Chandru L Raheja resigned as a
director of this company.
COMPANIES FOR WHICH APPLICATIONS HAVE BEEN MADE TO REGISTRAR OF
COMPANIES FOR STRIKING OFF NAME
No application has been made to RoC for striking off the name of any of our Subsidiaries and K. Raheja
Corp Group (Chandru L. Raheja Corp Group) company.
COMPANIES OF THE PROMOTER/ K. RAHEJA CORP GROUP (CHANDRU L. RAHEJA
GROUP) WHICH HAVE BECOME SICK INDUSTRIES / REFERRED TO BIFR UNDER
WINDING UP / HAVING NEGATIVE NETWORTH
None of the Companies of the Promoter/ K. Raheja Corp Group (Chandru L. Raheja Group) / Subsidiaries
which have become a sick industries or referred to BIFR under winding up.
None of the Companies of Promoter/ entities forming part of K Raheja Corp Group, Residual Entities,
Mumbai Undivided Properties and Entities, Southern Undivided Companies and Entites have negative
networth save and except , Anbee Constructions Private Limited Beach Haven Properties Private Limited,
BKC Constructions Private Limited, Cape Trading Private Limited, Capstan Trading Private Limited, Casa
Maria Properties Private Limited, Cavalcade Properties Private Limited.,Ekaakshara Trading Company
Private Limited, Genext Hardware & Parks Private Limited, Grandwell Properties And Leasing Private
Limited, Grange Hotels And Properties Private Limited, Hypercity Retail (India) Limited, Inorbit Malls
(India) Pvt Limited, Hornbil Trading Company Private Limited, Intime Properties Private Limited, Ivory
Properties & Hotels Private Limited, K Raheja Private Limited, K. Raheja IT Park (Hyderabad) Private
Limited, Magna Warehousing And Distribution Private Limited, Neogen Properties Private Limited,
Newfound Properties and Leasing Private Limited, Paradigm Logistics & distribution Private Limited,
Raghukool Estate Development Private Limited, Serene Properties Private Limited, Stargaze Properties
Private Limited, Sundew Properties Private Limited, Sycamore Properties Private Limited, Touchstone
Properties & Hotels Private Limited, Trion Properties Private Limited, Uptown Properties and Leasing
Private Limited, K Raheja Corp Advisory Services (Cyprus) Private Limited, G Corp Neerav Developers
Private Limited and some of the Mumbai Undivided Entities, Southern Undivided Entities and Residual
Entities having losses as shown in the Promoters section.
342
SHOPPING. AND BEYOND. TM
COMPANIES IN WHICH A GROUP OF INDIVIDUALS OR COMPANIES OR COMBINATIONS
THEREOF WHO HOLDS 20% OR MORE OF THE EQUITY CAPITAL IN THAT COMPANY
AND ALSO HOLDS 20% OR MORE OF THE EQUITY CAPITAL OF THE COMPANY
Except as disclosed in the Draft Letter of Offer there are no such companies.
343
SHOPPING. AND BEYOND. TM
RELATED PARTY TRANSACTIONS
Save and except as stated otherwise in the sections titled ‘Business Overview’ and ‘Our Management’ and
the section titled ‘Financial Statements’ beginning on page nos. 56, 108 and 346, respectively, of this Draft
Letter of Offer, there have been no sales or purchases between our Company, our Promoters and our
Promoter Group Entities exceeding the aggregate value of 10% of the total sales or purchases of our
Company.
For further details of our related party transactions, please refer to the section titled ‘Financial
Statements’ beginning on page 346 of this Draft Letter of Offer.
344
SHOPPING. AND BEYOND. TM
DIVIDEND POLICY
Dividends, other than interim dividends, will be declared at the annual general meeting of the shareholders
based on the recommendation of the Board of Directors. Our Company does not have any specific dividend
policy. The Board may, at its discretion, recommend dividends to be paid to our shareholders. Generally,
the factors that may be considered by the Board of Directors before making any recommendations for the
dividend include, without limitation, our future expansion plans and capital requirements, profits earned
during the fiscal year, cost of raising funds from alternate sources, liquidity position, applicable taxes
including tax on dividend, as well as exemptions under tax laws available to various categories of investors
from time to time and general market conditions.
The dividends declared by us during the last five years are as below:
2007
2006
2005
2004
2003
Equity Shares
Number of Shares (as per record
date)
3,48,50,920 3,45,46,241 2,74,21,875 54,843,750
27,421875
Number of shares (as on March 31)
34,827,234 34,382,930 27,421,875 54,843,750 27,421,875
Face Value & Paid-up value per
Share (Rs.)
10
10
10
5
10
Rate of Dividend - %
15
15
10
Nil
Nil
52.28
51.82
27.42
Nil
Nil
8.88
7.23
3.58
Nil
Nil
Total Dividend (Rs. in millions)
Corporate Dividend Tax on above
(Rs. in millions)
The Board of Directors may also from time to time pay interim dividends to our shareholders.
345
SHOPPING. AND BEYOND. TM
SECTION V – FINANCIAL STATEMENTS
FINANCIAL INFORMATION
AUDITORS’ REPORT
Ref: A/2591/1597
To
The Board of Directors
Shoppers’ Stop Limited
Eureka Towers
9th Floor, Malad (W)
Mumbai- 400 064
Dear Sirs,
Re: Proposed Rights Issue of equity shares of Shoppers’ Stop Limited (“SSL” or “the Company”)
Dear Sirs
1.
We have examined the attached financial information of SSL and of its subsidiaries [(namely,
Crossword Bookstores Limited, (“Crossword”), Upasna Trading Limited, (“Upasna”), Gateway
Multichannel Retail (India) Limited (“Gateway”); Shoppers’ Stop Services (India) Limited,
(“SSSIL”) and Shoppers’ Stop Dot Com (India) Limited, (“SSDotcom”)] in terms of our
engagement letter dated 4 September 2007. The said financial information has been prepared by
the Company in accordance with the requirements of paragraph B of 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 as updated till 3 December 2007, (“SEBI Guidelines”)
issued by the Securities and Exchange Board of India and is approved by the Company’s Board of
Directors.
2.
The financial information referred to above is extracted as applicable from the audited standalone
financial statements of the Company and its subsidiaries, approved by the Companies’ board of
directors and adopted (where applicable) by the Companies’ shareholders, and is contained in the
following Annexures to this report:
-
Annexures I (a) to I (f) contain the standalone Summary Statements of Assets and Liabilities,
as restated, of SSL and its subsidiaries as at 30 September 2007, 31 March 2007, 2006, 2005,
2004 and 2003.
-
Annexures II (a) to II (f) contain the standalone Summary Statements of Profits and Losses,
as restated, of SSL and its subsidiaries for the period/years ended 30 September 2007 and 31
March 2007, 2006, 2005, 2004 and 2003.
-
Annexures III (a) to III (f) contain the Significant Accounting Policies adopted in the
preparation of the standalone financial statements of SSL and its subsidiaries, as relevant to
346
SHOPPING. AND BEYOND. TM
the Summary Statements in Annexures I (a) to I (f) and II (a) to II (f), and Notes to the
Summary Statements.
Audits of SSSIL and SSDotcom for the period/years ended 30 September 2007 and 31 March
2007, 2006, 2005, 2004 and 2003 was conducted by other auditors and accordingly reliance has
been placed on the financial information examined by them for the said period/years, and our
opinion in so far as they relate to the amounts and disclosures in respect thereof included in this
report (including for the statements referred to in serial nos. 4(xi) to (xiv)) are based solely on the
reports submitted by them.
3.
Based on our examination of the Summary Statements referred to in paragraph 2 above in our
opinion:
(i)
(ii)
(iii)
(iv)
4.
We have also examined the following financial information set out in Annexures V to XIII
prepared by the Company in accordance with the SEBI Guidelines and Annexures IV, XIV (A) to
(D) in terms of our engagement letter dated 4 September 2007 as at and for the period ended 30
September 2007 and for years ended 31 March 2007, 2006, 2005, 2004 and 2003 approved by the
Board of Directors and annexed to this report:
i.
ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
x.
xi.
xii.
xiii.
xiv.
5.
The restated financial information reflects the significant accounting policies adopted by the
Company and its subsidiaries as at 30 September 2007.
Adjustments for material amounts have been made in the respective period/ years to which
they relate.
There are no extra-ordinary items that need to be disclosed separately.
Adjustments to the restated financial information have been made for quantifiable
qualifications, (where made) in the auditors’ reports on the financial statements of the
Company and its subsidiaries.
Annexure IV -Cash Flow Statement, as restated, of SSL
Annexure V -Summary Statement of Principal terms of loans and assets charged as
security of Secured and Unsecured Loans of SSL
Annexure VI- Statement of Investments of SSL
Annexure VII -Statement of Sundry Debtors and Loans and Advances of SSL
Annexure VIII -Details of Dividends Paid of SSL
Annexure IX- Capitalisation Statement of SSL
Annexure X - Accounting Ratios relating to Earnings Per Share, Return on Net Worth
and Net Asset Value per share of SSL
Annexure XI -Related Party Disclosure of SSL
Annexure XII- Statement of Tax Shelter of SSL
Annexure XIII-Statement of Tax Benefits of SSL
Annexure XIV(A) -Consolidated Summary Statement of Assets and Liabilities, as
restated
Annexure XIV (B)- Consolidated Summary Statement of Profit and Losses, as restated
Annexure XIV (C)- Consolidated Cash Flow Statement, as restated
Annexure XIV(D)-Significant Accounting Policies and the Notes to the Consolidated
Summary Statement
The Consolidated Summary Statements referred in serial nos 4 (xi) to (xiv) above have been
extracted from the Consolidated financials statements prepared by the Company for the purposes
of this report and examined by us.
347
SHOPPING. AND BEYOND. TM
6.
This report should not in any way be construed as a reissuance or redating of any of the previous
audit report by other firms of Chartered Accountants nor should this be construed as a new opinion
on any of the financial statements referred to herein.
7.
Throughout our report amounts in Rupees have been rounded to the nearest million or thousand,
except where it has also been necessary to disclose decimals.
This report is intended solely for your information and for inclusion in Draft Letter of Offer in connection
with the Offering and is not to be used, referred to or distributed for any other purpose without our prior
written consent.
For Deloitte Haskins & Sells
Chartered Accountants
P.B. Pardiwalla
Partner
Membership No: 40005
Mumbai, dated: January 28, 2008
348
SHOPPING. AND BEYOND. TM
ANNEXURE I (a): SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED
Rs. In Million
Particulars
A
B
C
D
E
FIXED ASSETS :
Gross Block
Less : Depreciation
Net Block
Capital Work in Progress
INVESTMENTS
CURRENT ASSETS,
LOANS
AND ADVANCES :
Inventories
Sundry Debtors
Cash and Bank Balances
Loans and Advances
LIABILITIES AND
PROVISIONS :
Secured Loans
Unsecured Loans
Current Liabilities and
Provisions
Deferred Tax Liability
NETWORTH :(A+B+C-D)
Represented by :
Shares Holders' Funds :
Share Capital
Reserves and Surplus
As at 30
September
2007
As at 31 March
2007
2006
2005
2004
2003
2,504
873
1,631
337
1,968
640
1,997
690
1,307
214
1,521
489
1,610
446
1,164
61
1,225
351
1,229
364
865
231
1,096
108
1,023
311
712
58
770
93
844
242
602
64
666
94
1,414
144
49
1,665
3,272
1,152
73
995
1,245
3,465
659
51
1,093
751
2,554
574
26
10
661
1,271
530
15
8
501
1,054
419
12
14
378
823
211
711
1,131
-
560
26
554
320
539
50
494
-
1,952
21
2,895
1,361
41
2,533
848
4
1,438
662
1
1,537
556
1,145
446
940
2,985
2,942
2,692
938
772
643
348
2,637
348
2,594
344
2,348
274
664
274
498
265
378
772
643
2,985
2,942
2,692
938
Significant Accounting Policies and Notes to Summary Statement [ See Annexure III (a) ]
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SHOPPING. AND BEYOND. TM
ANNEXURE II (a ) :SUMMARY STATEMENT OF PROFITS AND LOSSES, AS RESTATED
Rupees in Millions
Particulars
For the
period 1 April
2007 to 30
September
2007
2007
2006
2005
2004
2003
4,933
7,980
5,828
3,916
3,001
2,508
395
870
832
1,084
952
441
5,328
8,850
6,660
5,000
3,953
2,949
Less : Value Added Tax / Sales
Tax
242
387
311
114
100
25
Less : Cost of Consignment
Merchandise
279
612
582
798
708
291
4,807
7,851
5,767
4,088
3,145
2,633
70
145
119
71
73
58
4,877
7,996
5,886
4,159
3,218
2,691
63
113
76
8
18
23
261
494
110
44
111
158
5,201
8,603
6,072
4,211
3,347
2,872
3,324
5,570
3,850
2,668
2,115
1,944
Staff Costs
398
585
403
288
224
171
Administration Expenses
996
1,385
1,058
796
616
452
Selling and Distribution Expenses
175
276
194
123
147
109
58
44
26
39
40
32
185
256
139
90
75
58
INCOME
Retail Turnover
- Own Merchandise (including
concession sales )
- Consignment Merchandise
Gross Retail Sales
Other Retail Operating Income
Other Income
Increase in Inventories
EXPENDITURE
Purchases ( including concession
purchases )
Interest and Finance Charges
Depreciation and Amortisation
For the year ended 31 March
350
SHOPPING. AND BEYOND. TM
Particulars
For the
period 1 April
2007 to 30
September
2007
2007
2006
2005
2004
2003
5,136
8,116
5,670
4,004
3,217
2,766
Net Profit before tax
65
487
402
207
130
106
Tax charges
36
225
131
17
10
-
Net Profit after Tax as per
Audited Accounts
29
262
271
190
120
106
10
(4)
(2)
(1)
(1)
(19)
Adjusted Profits for the year
39
258
269
189
119
87
Accumulated Profits/(Losses)
brought forward from
previous year
464
280
84
(74)
(193)
(280)
Transfer to General Reserve
-
(13)
(14)
-
-
-
Proposed Dividend
-
(52)
(52)
(27)
-
-
Corporate Dividend Tax
-
(9)
(7)
(4)
-
-
(74)
(193)
Impact on account of adjustments
required
by paragraph 6.10.2.7(b) of
Chapter VI of the SEBI
Guidelines [ See note "i" of
Annexure III (a) ]
For the year ended 31 March
Appropriations
Balance carried to summary of
Assets and Liabilities
503
464
280
84
Significant Accounting Policies and Notes to Summary Statement [See Annexure III (a)]
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SHOPPING. AND BEYOND. TM
ANNEXURE III(a) : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE
SUMMARY STATEMENTS
[Used in the preparation of the Company’s financial statements and relevant to the Summary Statements in
Annexure I (a) and II (a)]
1.
SIGNIFICANT ACCOUNTING POLICIES
a) Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention and in accordance with
Indian Generally Accepted Accounting Principles.
b) Use of estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles
requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities on the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates and
differences between actual results and estimates are recognised in the periods in which the results are
known / materialize.
c)
Fixed Assets and Depreciation
Tangible Assets
Fixed assets are stated at their original cost of acquisition less accumulated depreciation and impairment
losses. Cost comprises of all costs incurred to bring the assets to their location and working condition and
includes all expenses incurred up to the date of launching new stores to the extent they are attributable to
the new store.
Depreciation is provided, pro rata for the period of use, by the straight line method (SLM), based on
management's estimate of useful lives of the fixed assets, or at the SLM rates prescribed in Schedule XIV
to the Act whichever is higher, at the following annual rates:
(%) Upto 31
December 2006
(%) From 1
January
2007
5.00
5.00
Furniture, fixtures and other fittings
10.00
20.00
Computers
20.00
33.33
Vehicles
Leasehold Improvements
20.00
5.00
20.00
10.00
Particulars
Air conditioning and other equipment
Intangible Assets
Intangible assets are stated at their cost of acquisition, less accumulated amortization and impairment
losses. An intangible asset is recognized, where it is probable that the future economic benefits attributable
352
SHOPPING. AND BEYOND. TM
to the asset will flow to the enterprise and where its cost can be reliably measured. The depreciable amount
of intangible assets is allocated over the best estimate of its useful life on a straight-line basis.
The company capitalizes software and related implementation costs where it is reasonably estimated that
the software has an enduring useful life. Software is depreciated over management estimate of its useful
life. (3 to 5 years)
Trademarks and Copyrights are amortized uniformly over a period of 10 years.
Impairment of assets
An asset is considered as impaired in accordance with Accounting Standard 28 on Impairment of Assets
when at balance sheet date there are indications of impairment and the carrying amount of the asset, or
where applicable the cash generating unit to which the asset belongs, exceeds its recoverable amount (i.e.
the higher of the asset’s net selling price and value in use). The carrying amount is reduced to the
recoverable amount and the reduction is recognized as an impairment loss in the profit and loss account.
d) Investments
The company has presently classified all its investments as “Long Term” in accordance with Accounting
Standard 13 on “Accounting for Investments”. Long-term investments are stated at cost. Provision is made
to recognise a decline, other than temporary, in the value of investments.
e)
Revenue recognition
Revenue is recognised when it is earned and no significant uncertainty exists as to its realisation or
collection.
Retail sales and revenues are recognised on delivery of the merchandise to the customer, when the property
in the goods is transferred for a price, when significant risks and rewards have been transferred and no
effective ownership control is retained. Sales are net of Discounts. Sales Tax and Value Added Tax are
reduced from Retail Turnover.
The property in the merchandise of third party concession stores located within the main departmental store
of the Company passes to the Company once a customer decides to purchase an item from the concession
store. The Company in turn sells the item to the customer and is accordingly included under Retail Sales.
The property in the merchandise of third party consignment stock does not pass to the Company. Since,
however, the sale of such stock forms a part of the activities of the Company's departmental stores, the
gross sales values and cost of the merchandise are displayed separately in the profit and loss account.
In respect of gift vouchers and point award schemes operated by the Company, sales are recognised when
the gift vouchers or points are redeemed and the merchandise is sold to the customer.
Revenue from store displays and sponsorships are recognised based on the period for which the products or
the sponsor’s advertisements are promoted / displayed. Facility management fees are recognised pro-rata
over the period of the contract.
f)
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost of inventories comprises all costs
of purchase and other costs incurred in bringing the inventories to their present condition and location. Cost
is determined by the weighted average cost method.
Merchandise received under consignment and concessionaire arrangements belong to the consignors /
concessionaires and are therefore excluded from the Company’s inventories.
353
SHOPPING. AND BEYOND. TM
g) Employee benefits
Short term employee benefits which are payable within twelve months after the end of the period in which
the employees render service are measured at cost.
Long term employee benefits which fall due for payments after completion of employment are measured on
a discounted basis by the Projected Unit Credit Method on the basis of annual third party actuarial
valuation.
Retirement Benefits:
Contribution to defined contribution retirement benefit plans are made in accordance with the rules of the
statute and are recognized as expenses when employees have rendered service entitling them to the
contributions.
Defined benefit retirement plans are in the nature of long term benefits and the costs of providing these
benefits are determined as stated above. The long term or retirement benefit obligation recognized in the
Balance Sheet represents the present value of the obligation as reduced by the fair value of plan assets.
Actuarial gains and losses are recognized immediately in the profit and loss account.
h) Foreign currency transactions
Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction.
Monetary foreign currency assets and liabilities are translated into Indian Rupees at the exchange rate
prevailing at the balance sheet date. All exchange differences are dealt with in the profit and loss account.
i)
Income Tax
Income taxes are accounted for in accordance with Accounting Standard 22 on Accounting for Taxes on
Income. Taxes comprise both current and deferred tax.
Current tax is measured at the amount expected to be paid/recovered from the taxation authorities, using the
applicable tax rates and tax laws.
The tax effect of the timing differences that result between taxable income and accounting income and are
capable of reversal in one or more subsequent periods are recorded as a deferred tax asset or deferred tax
liability. They are measured using the substantively enacted tax rates and tax regulations.
The carrying amount of deferred tax assets at each balance sheet date is reduced to the extent that it is no
longer reasonably certain that sufficient future taxable income will be available against which the deferred
tax asset can be realized.
Fringe Benefits Tax (FBT) payable under the provisions of section 115 WC of the Income Tax Act, 1961 is
in accordance with the Guidance Note on Accounting for Fringe Benefits Tax issued by the ICAI is
regarded as an additional income tax and considered in determination of the profits for the year. Tax on
distributed profits payable in accordance with the provisions of section 115 O of the Income Tax Act, 1961
is in accordance with the Guidance Note on Accounting for Corporate Dividend Tax regarded as a tax on
distribution of profits and is not considered in determination of the profits for the year.
j)
Earnings Per Share
354
SHOPPING. AND BEYOND. TM
The company reports basic and diluted Earnings Per Share (EPS) in accordance with Accounting Standard
20 on Earnings Per Share. Basic EPS is computed by dividing the net profit or loss for the year by the
weighted average number of Equity shares outstanding during the year. Diluted EPS is computed by
dividing the net profit or loss for the year by the weighted average number of equity shares outstanding
during the year as adjusted for the effects of all dilutive potential equity shares, except where the results are
anti-dilutive.
k) Borrowing costs
Borrowing costs attributable to the acquisition or construction of qualifying assets, as defined in
Accounting Standard 16 on Borrowing Costs, are capitalized as part of the cost of acquisition. Other
borrowing costs are expensed as incurred.
l)
Operating Lease
Operating Lease payments are recognized as an expense in the Profit & Loss Account on a straight-line
basis, which is representative of the time pattern of the user’s benefit.
m) Share Issue Expenses
Share Issue Expenses (net of tax) are written off to the Securities Premium Account.
n) Stock based compensation
The compensation cost of stock options granted to employees is calculated using the intrinsic value of the
stock options. The compensation expense is amortized uniformly over the vesting period of the option.
o) Contingent Liabilities
Contingent Liabilities as defined in Accounting Standard 29 on Provisions, Contingent Liabilities and
Contingent Assets are disclosed by way of notes to the accounts. Provision is made if it becomes probable
that an outflow of future economic benefits will be required for an item previously dealt with as a
contingent liability.
2. NOTES TO THE SUMMARY STATEMENTS
(Rupees in Millions)
a)
Company Background :
Shopper’s Stop Limited (‘SSL’ the Company‘) was incorporated on 16 June 1997. The Company
is engaged in the business of retailing a variety of household and consumer products and books
through departmental stores facilities. As at 30 September 2007, the Company operated through 23
such departmental stores located in different cities of India. The activities of the company in the
context of Accounting Standard 17 on “Segment Reporting”constitute a single reporting segment.
b)
c)
Retail Turnover in the Summary Statement of Profit and Loss Account indicates the gross volumes
of business and operations.
Contingent Liabilities in respect of :
355
SHOPPING. AND BEYOND. TM
Particulars
Contractual claims
Guarantee given for loan taken by a
Joint Venture / Subsidiary from a
bank
Disputed sales tax matters in appeal
As at 30
September
2007
4
2007
4
2006
12
2005
45
2004
38
2003
26
223
4
173
5
50
23
50
1
-
70
-
As at 31 March
d) Outstanding Capital Commitments (Net of Advances) :
As at 30
September
2007
Particulars
Capex Contract remaining to be
executed and not provided ( Net of
advances )
Investment in subsidiary
e)
As at 31 March
406
-
2007
2006
2005
2004
2003
603
-
57
-
43
142
24
50
-
The future minimum rental payments in respect of non cancellable lease for premises are as follows :
As at 31 March
Particulars
As at 30
2007
2006
2005
2004
2003
September
2007
Not later than one year
298
261
298
245
193
184
Later than one year but
426
364
448
424
431
578
158
-
-
-
-
30
not later than five years
Later than five years
The agreements are executed for the period of 60 to 288 months with a non-cancellable period at the
beginning of the agreement ranging from 0 to 108 months and having a renewable clause.
f)
Summary of other income:
Particulars
Interest Income
As at 30
September
2007
42
Nature of
Income
As at 31 March
2007
2006
2005
2004
91
57
0
2
356
2003
2 Recurring
SHOPPING. AND BEYOND. TM
Particulars
As at 30
September
2007
Nature of
Income
As at 31 March
2007
2006
2005
2004
-
2
-
7
-
13 Non-Recurring
- Non-Recurring
-
1
-
- Non-Recurring
2003
Credit balance and
provisions no longer
required(Net)
Dividend from a Subsidiary
Profit on sale of Fixed
Assets
-
Scrap Sales
3
3
4
3
3
2 Non-Recurring
Rent Received
Compensation from
surrender of property rights
-
7
7
-
-
- Non-Recurring
-
9
-
-
-
- Non-Recurring
Miscellaneous Income and
Credits
18
3
6
6
6 Non - Recurring
Total
63
113
76
g)
-
4
8
18
23
Revision in useful lives of fixed assets:
During the year ended 31 March 2007, the Company has re-estimated the balance useful life of
certain classes of assets viz, Leasehold improvements, Computers and Furniture / Fixtures on
account of technological obsolescence and / or realistic economic life of assets and the consequent
enhanced pace of planned replacements / renovations. As a result of such review, the depreciation
rates have been revised from 1 January 2007. A revision in the useful life of fixed assets, being a
change in accounting estimate, in accordance with Accounting Standard 5 on “Net Profit or Loss for
the Period, Prior Period Items and Changes in Accounting Policies” and Accounting Standard 6 on
Depreciation Accounting”, the change has been applied prospectively and the concerned assets have
been depreciated over the balance of their new estimated useful lives. Consequently, the depreciation
charge for the year ended 31 March 2007 was higher by Rs. 101.16 million. (Refer note 1 (c) of
Annexure III (a)).
h)
Investments include Rs. 2.05 million invested by the company in the equity capital and Rs. 95
million in the preference capital of Hypercity Retail (India) Limited (Hypercity). Loans and
Advances include Rs. 230 million given to Hypercity. According to the business plan of Hypercity,
the store is expected to breakeven in 2010. The company has represented and confirmed that the
Hypercity is on course to meet this plan and accordingly no provision has been made in the books of
account.
i)
Impact on account of adjustments required by paragraph 6.10.2.7(b) of the SEBI Guidelines.
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SHOPPING. AND BEYOND. TM
Particulars
As at 30
September
2007
As at 31 March,
2007
2006
2005
2004
2003
29
262
271
190
120
106
Changes in accounting policies (
see note A below )
-
-
-
-
-
(17)
Material amounts impacting other
financial years (see note B below )
10
(4)
(2)
(1)
(1)
(2)
Adjusted Profits
39
258
269
189
119
87
Net Profit after tax as per audited
accounts
Adjustments on account of :
Notes :
A)
(i) Till 31 March 2003 the Company deferred costs related to certain intangible items, namely,
preliminary expenses, software consultancy costs, brand development expenses and store launch
expenses, and amortised them to revenue over a period of three years. Consequent to the
mandatory adoption of Accounting Standard 26 on “Intangible Assets”, the Company now
expenses such items (other than software consultancy costs) to revenue as they are incurred.
Software consultancy costs have been reclassified and capitalized under fixed assets. They are
written off over a period of five years, the estimated useful life of the software. Adjustments have
been made in the above table to reflect these changes.
(ii) From April 1 2007, consequent to the mandatory adoption of Accounting Standard 15 on
“Employee Benefits”, the Company has re-estimated its gratuity liability in accordance with the
method prescribed under the standard. Adjustments have been made in the above table to reflect
these changes.
B)
Material previous year adjustments comprise of expenses pertaining to previous years which have
been adjusted in the years to which they relate.
C)
Audit qualification where the impact, if any, on the financial information cannot be ascertained:
As at 30 September 2007 the company has unutilized service tax input credit of Rs. 82.2 million
(net of provision of Rs. 9.80 million). The Company, we are informed, is working on various
options to utilise the credit which is available for an indefinite period under the Cenvat credit
rules. These summary statements have been prepared assuming that the company will be able to
utilise this credit in future years and therefore do not include any adjustments in the financial
information that might result should the company be unable to utilise the credit.
D)
Audit qualification which does not require any corrective adjustments in the financial information:
For the years ended March 2004 and March 2005, the audit report of SSL was qualified for non
recoverability, if any, of outstanding dues from one of its subsidiaries, namely UTL. Subsequently
UTL has started making profits and the dues are being recovered.
358
SHOPPING. AND BEYOND. TM
j)
On 31 March 2004 the Company effected a 2:1 share split, pursuant to which the Company
redesignated its equity share capital as follows:
Equity Share Capital
Authorised
Before share split
40,000,000 shares of Rs. 10 each
After share split
80,000,000 shares of Rs. 5 each
Issued
27,421,875 shares of Rs. 10 each
54,843,750 shares of Rs. 5 each
Subscribed
27,421,875 shares of Rs. 10 each
54,843,750 shares of Rs. 5 each
On 30 July 2004 the Company consolidated its shares, pursuant to which the Company redesignated its
equity share capital as follows:
Equity Share Capital
Authorised
Before consolidation
80,000,000 shares of Rs. 5 each
After consolidation
40,000,000 shares of Rs. 10 each
Issued
54,843,750 shares of Rs. 5 each
27,421,875 shares of Rs. 10 each
Subscribed
54,843,750 shares of Rs. 5 each
27,421,875 shares of Rs. 10 each
k)
During the year ended 31 March 2006, the company completed its initial Public offering of
6,946,033 shares of Rs.10 each issued at a premium of Rs.228 per share.
ANNEXURE IV : SUMMARY STATEMENT OF CASH FLOWS
Rs. In million
Particulars
Cash flows from operating
activities
Net profit as restated before
tax
As at 31st March,
For the
period 1 April
2007 to 30
September
2007
2007
2006
2005
2004
2003
75
483
400
206
129
87
185
256
139
90
75
58
58
44
26
39
40
31
-
-
4
5
6
20
-
1
-
(1)
3
-
1
1
3
-
1
-
Adjustments for :
Depreciation and Amortisation
Interest and finance charges
Deferred revenue expenses
Loss / ( Profit ) on sale of
fixed assets
Amortisation
of
Stock
Compensation
359
SHOPPING. AND BEYOND. TM
Particulars
Diminution in value of
investment
Provision for Doubtful Debts
and Advances
Interest income
Operating profit before
working capital changes
Increase in Inventories
(Increase)/ Decrease in
Sundry Debtors
Increase in Loans and
Advances (except lease
deposits)
Increase in Lease Deposits
Increase in Current Liabilities
and Provisions
Cash generated from
operations
Income taxes paid
Net cash from operating
activities
Cash flow from investing
activities
Purchase of fixed assets
(including capital work in
progress)
Store Launch Expenses
Moneys received in respect of
fixed assets sold / discarded
Purchase of Investments
Interest income
Net cash used for investing
activities
As at 31st March,
For the
period 1 April
2007 to 30
September
2007
2007
2006
2005
2004
2003
-
-
-
-
1
-
-
-
-
3
-
-
(42)
(91)
(57)
-
(1)
(2)
277
694
514
342
254
194
(261)
(494)
(110)
(197)
(110)
(157)
(71)
(21)
(27)
3
(3)
3
(267)
(254)
(34)
(45)
(120)
(37)
(148)
(240)
(50)
(118)
-
-
651
510
159
224
101
163
181
195
452
209
122
166
(63)
(186)
(107)
(21)
(4)
-
119
9
345
189
118
166
(632)
(554)
(275)
(418)
(226)
(239)
-
-
-
-
-
(13)
-
1
6
1
38
2
(151)
(138)
(242)
(15)
-
(1)
42
91
57
-
1
2
(741)
(600)
(454)
(432)
(187)
(249)
-
4
70
-
9
2
Cash flows from financing
activities
Issue of share capital
360
SHOPPING. AND BEYOND. TM
Particulars
Payment of Dividend &
Dividend Tax
Share premium on Issue of
shares
Proceeds/(Payment) from/of
Secured loans
Proceeds/(Payment) from/of
unsecured loans
Payment of interest and
finance charges
Net cash (used)/from
financing activities
Net (Decrease) / Increase in
cash and cash equivalents
Cash and cash equivalents as
at beginning of the period /
year
Cash and cash equivalents as
at the end of the period / year
As at 31st March,
For the
period 1 April
2007 to 30
September
2007
2007
2006
2005
2004
2003
(61)
(59)
(31)
-
-
-
5
46
1,467
-
-
-
(920)
572
5
15
44
140
711
(26)
(294)
270
50
(30)
(58)
(44)
(26)
(39)
(40)
(32)
(323)
493
1,191
246
63
80
(946)
(98)
1,083
2
(6)
(3)
995
1,093
10
8
14
17
995
1,093
10
8
14
49
(946)
(98)
1,083
2
(6)
(3)
Note : The Cash Flow Statements is prepared by the indirect method set out in Accounting Standard 3 on
Cash Flow Statements and presents the cash flows by operating, investing and financing activities of the
Company. Cash and cash equivalents presented in the Cash Flow statement consist of cash on hand and
demand deposits with banks.
361
SHOPPING. AND BEYOND. TM
ANNEXURE V: SUMMARY STATEMENT OF PRINCIPAL TERMS OF LOANS AND ASSETS
CHARGED AS SECURITY
Rs. In million
As at 30
September
2007
A.
SECURED
LOANS
Term Loans
From HDFC Ltd
As at 31 March
-
2007
2006
2005
2004
2003
-
-
-
-
298
150
Note " a "
170
Note " a"
-
260
Note " b"
-
131
Note " b"
-
-
Demand Loans
Working Capital
Demand Loan
-
Fixed Loan
Cash credit facilities from banks
B. UNSECURED
LOANS
From Banks
Short Term
Commerical Paper
From Others
350
Note " e "
-
30
Note "a "
-
211
Note " e "
211
781
Note " e "
1,131
530
Note "b "
560
144
Note " b "
554
238
Note " b "
539
196
Note " d "
494
250
Note " h "
450
Note " h "
11
-
26
Note " f "
-
150
Note " f "
170
Note " g "
-
-
50
Note " g "
-
-
711
26
320
50
Notes :
a. Demand Loans and fixed loans are secured by a pari-passu charge on the current assets, both present and
future, and exclusive lien on lease deposits and by hypothecation of movable fixed assets of the Company
both present and future. These loans are taken at interest rates which ranges from 7%-8% per annum and
are repayable within a period of 2 months to 23 months.
b. Working capital demand loans and Cash credit facilities are secured by a first charge on movable
tangible properties, and all current assets of the company, both present and future. Working capital demand
loans are taken at interest rates ranging from 6% to 7.25% and are repayable within a period of 30-90 days.
Interest on Cash credit facilities are payable at PLR less 4%-5.5% per annum.
c. Represents a notional US dollar denominated loan equivalent to USD 5,804,312 at the exchange rate of
USD 1 = Rs.48.24. The loan was repayable on 31 October 2006 ( fully repaid on 6 October 2003 ) at the
exchange rate of USD 1 = Rs.60. It is secured by (a) charge over the lease hold rights of commercial
properties where the companies outlets are set up & charge on all deposits placed by the Company with the
leasors/s, licensor's, conductors (b) offers charge on all the movable properties of the companies both
present & future ranking paripassu with ICICI Bank Ltd.; & (c ) and charge over the brand name "
Shopper's Stop " which includes all the rights, title and interest over the said trade marks as also all other
rights that may be available under law. Interest rate is LIBOR plus 3.5%
362
SHOPPING. AND BEYOND. TM
d. Secured by a pari passu charge with HDFC Ltd. on all the movable properties of the Company, both
present and future.
e. Working capital demand loans and Cash Credit Facilities are secured by a first charge on movable
tangible properties, an exclusive lien on lease deposits and on all current assets of the Company, both
present & Future. Working capital demand loans are taken at 10.75%-13.50% interest per annum and
repayable within a period of 15-61 days. Interest on Cash credit facilities are payable at PLR less 2.55%5.5% per annum.
f. Payable within 90 days with interest rate ranging from 6% to 6.5% interest per annum.
g. Payable within 90 days with interest rates ranging from 5.85% to 6.02% per annum.
h. Payable within 90 days with interest rates ranging from 7.90% to 8.75% per annum.
ANNEXURE VI : STATEMENT OF INVESTMENTS
Particulars
Rs. In million
For the year ended 31 March
As at
30 September
2007
2007
2006
2005
2004
2003
0.50
0.50
0.50
0.50
0.50
0.50
(0.50)
(0.50)
(0.5