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Board of Directors
Chandru L. Raheja – Chairman Statutory Auditors
Ravi C. Raheja – Director Deloitte Haskins & Sells
Neel C. Raheja – Director Chartered Accountants
Gulu L. Mirchandani – Director 12, Dr. Annie Besant Road,
Shahzaad S. Dalal – Director Opp. Shiv Sagar Estate,
Prof. Nitin Sanghavi – Director
Worli, Mumbai - 400 018
Deepak Ghaisas – Director
Nirvik Singh – Director Internal Auditors
B. S. Nagesh – Vice Chairman Ernst & Young Pvt. Ltd.
Govind Shrikhande – President & CEO & Jalan Mill Compound,
Executive Director
95, Ganpatrao Kadam Marg,
Audit Committee Lower Parel, Mumbai - 400 013
Deepak Ghaisas – Chairman
Bankers
Ravi C. Raheja – Member
IDBI Bank Limited
Prof. Nitin Sanghavi – Member
Shahzaad S. Dalal – Member Axis Bank Limited
Kotak Mahindra Bank Limited
Compensation/ Citibank N.A.
Remuneration Committee
HDFC Bank Limited
Gulu L. Mirchandani – Chairman
Ravi C. Raheja – Member ICICI Bank Limited
Prof. Nitin Sanghavi – Member
Shahzaad S. Dalal – Member
Solicitors
Finance Committee Wadia Ghandy & Co.
Ravi C. Raheja – Chairman
Neel C. Raheja – Member
B. S. Nagesh – Member
Govind Shrikhande – Member
(Rs. in lacs)
Profitability Statement 2009-10 2008-09 2007-08 2006-07 2005-06
No. of Stores 93 72 73 60 21
Income
Gross Retail Sales 154,658 138,311 119,008 88,505 66,603
Less: Value Added Tax 6,857 6,438 5,551 3,874 3,111
Gross Retail Sales (Net of taxes) 147,801 131,873 113,457 84,631 63,492
Other Operating & Miscellaneous Income 2,810 2,555 2,567 2,776 1,907
150,611 134,428 116,024 87,406 65,399
Expenditure
Cost of goods sold 98,426 88,000 75,354 56,879 43,220
Employee costs 8,759 8,588 7,826 5,850 4,029
Operating and administrative expenses 31,700 32,916 26,342 16,804 12,492
138,885 129,504 109,522 79,532 59,741
EBIDTA 11,726 4,924 6,503 7,874 5,658
Interest and finance charges 2,244 2,560 1,124 440 240
Depreciation 3,103 6,313 3,927 2,563 1,394
Profit Before Tax before exceptional items 6,379 (3,949) 1,452 4,871 4,025
Exceptional Items (188) 2,486 — — —
Profit Before Tax after exceptional items 6,567 (6,436) 1,452 4,871 4,025
Profit After Tax 5,023 (6,372) 697 2,620 2,710
Balance Sheet items
Share Capital 3,491 3,487 3,486 3,483 3,438
Optionally Convertible Warrants 3,072 — — — —
Reserve & Surplus 24,326 19,822 26,183 26,034 23,556
Loan Funds 19,141 20,776 17,293 11,314 5,855
Deferred Tax Liability — — 169 412 36
Capital Employed 50,030 44,085 47,131 41,243 32,885
Fixed Assets 29,867 25,873 24,038 15,216 12,252
Net Working Capital 7,741 8,467 15,021 21,136 17,126
Profit & Loss Ratio's
Gross Retail Sales (Chain level growth) 10.0% 15.9% 34.2% 32.7% 33.2%
Gross Retail Sales (Like to Like growth) 3.7% 1.2% 14.0% 21.0% 17.0%
Gross Profit Margin 31.9% 31.7% 32.0% 31.4% 30.4%
Operating Expenses Ratio 26.2% 30.0% 28.7% 25.4% 24.8%
Operating Margin (EBIDTA) (Before exceptional item) 7.6% 3.6% 5.5% 8.9% 8.5%
PBT Margin before exceptional item 4.1% -2.9% 1.2% 5.5% 6.0%
PAT Margin 3.2% -4.6% 0.6% 3.0% 4.1%
Interest Coverage 4.8 1.0 5.3 13.7 18.1
Balance Sheet Ratio's
Debtors No. of Days 3 3 2 3 2
Creditors No. of Days 95 94 69 55 54
Stock Turnover Ratio 3.5 4.0 3.3 3.7 3.9
Current Ratio 1.3 1.5 2.0 2.7 3.0
Assets Turnover Ratio 3.3 3.1 2.7 2.4 2.6
Debt Equity Ratio 0.6 0.9 0.6 0.4 0.2
Return to Investors
Return on Networth 31.8% -5.2% 8.7% 18.8% 23.5%
Return on Capital Employed 18.3% -3.0% 5.8% 14.3% 16.8%
Book Value Per Share (in Rs.) 88.58 66.85 85.14 85.46 80.86
EPS (taking equity share at Rs. 10/- each) (In Rs.)
Basic 14.4 (18.3) 2.0 7.58 8.12
Diluted 14.3 (18.3) 2.0 7.57 8.10
Cash EPS 23.30 (0.17) 13.27 15.00 12.41
Dividend Per Share 1.50 — 1.50 1.50 1.50
Note: Number of stores includes the Shoppers Stop Department stores and Speciality Stores (viz Home Stop, Mother Care, Crossword
Bookstores, Arcelia, Mac, Clinique, Estee Lauder & Airport Business).
Annual Report 2009-10 | 29
Directors' Report Shopper's Stop Ltd.
Dear Members,
Your Directors are pleased to present the Thirteenth Annual Report on the business and operations of the Company together with the
Audited Statements of Accounts for the year ended March 31, 2010.
Financial Performance
(Rs. in lacs)
Year ended Year ended
Particulars March 31, 2010 March 31, 2009
Retail Turnover
Own merchandise (including concession sales) 141,583.75 128,152.70
Consignment merchandise 13,074.07 10,158.10
Other Retail operating income 2,178.93 1,759.40
156,836.75 140,070.20
Less: Value Added Tax 6,856.84 6,437.70
Less: Cost of consignment merchandise 9,429.83 7,319.40
140,550.08 126,313.10
Other income 631.17 795.10
141,181.25 127,108.20
Profit/(Loss) before Depreciation & Tax 9,669.57 (122.60)
Less: Depreciation 3,102.54 6,313.10
Performance Review
Your Company has opened four departmental stores i.e. one at Bengaluru, two at Hyderabad and one at Amritsar, taking its chain of stores
to 34 stores (including HomeStop) spread across India.
The revenue is Rs. 141,181.25 lacs (previous year Rs. 127,108.20 lacs), registering a growth of 11.07% y-o-y basis. The net Profit
achieved was Rs. 5,023.05 lacs (previous year net loss of Rs. 6,371.80 lacs).
Dividend
Your Directors are pleased to recommend a dividend of Rs. 1.50 (previous year Nil) per equity share of Rs. 10 each.
The dividend, once approved by members in the ensuing Annual General Meeting will be paid out of the profits of the Company for the
year and will sum up to a total of Rs. 610.71 lacs, including dividend distribution tax.
Awards and Recognition
Your Company has been conferred inter-alia with the following awards and recognitions during the year under review:
• Best Distribution Centre Management System at Network Computing EDGE and PC Quest Enterprise Award - 2009.
• Best Visual Merchandising (Store Launch Category) at VMRD Retail Design Award - 2009.
• Most Admired Retailer of the Year- Consumer Relations at IRF 2009.
• Customer & Brand Loyalty in the Retail Sector at Loyalty Summit Award 2010.
• Most Admired Large Format National Fashion Retailer – Outstanding Achievement in Consumer Recognition and Loyalty at the
Images Fashion Forum.
• Most Admired Fashion Retail Professional of the year to Mr. Govind Shrikhande at the Images Fashion Forum.
• Gitanjali IFA Most Admired Large Format Retailer of the year – Partner Awards
• Gini Jony IFA Most Admired Large Format Retailer of the year – Partner Awards
• Triumph Maximum Consumer Reach – Partner Awards
Share Capital
During the year under review, the paid up equity share capital of the Company has increased by Rs. 4.85 lacs on account of allotment of
equity shares pursuant to exercise of stock options under ESOP Schemes.
Credit Rating
Fitch Ratings India Private Limited has maintained “F1(ind)” rating for commercial paper and short term debt programme of Company for
Rs. 50 crores and Rs. 30 crores respectively.
Finance
Your Company continues with various initiatives for bringing down the cost of borrowings which includes application of short term
instruments so as to have increase in cash flows.
The Company had obtained observations from Securities & Exchange Board of India in respect of its Right Issue of Rs. 500 crores
(subsequently reduced to Rs. 300 crores). The validity of the said observations had expired and accordingly the Right Issue has been
dropped.
Subsidiaries
Ministry of Corporate Affairs, Government of India, vide order No. 47/127/2010-CL-III dated March 22, 2010, has granted approval that
the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the
Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents
of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary
companies, as required by the said order, is disclosed in the Annual Report. The Annual Accounts of the subsidiary companies and
the related detailed information will be made available to any member of the Company and its subsidiaries, who may be interested in
seeking such information. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the
Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by
the Company include financial results of its subsidiary companies, which has been duly audited by the Statutory Auditors.
Crossword Bookstores Limited, a wholly owned subsidiary of the Company had appointed the Company, w.e.f. July 1, 2006, as its master
franchisee, pursuant to the Master Franchise Agreement, to carry on ‘Crossword’ business at its existing and new store premises which
may be identified by the Company from time to time. Now, the Company and Crossword, propose to terminate the said Agreement and
handover ‘Crossword’ business back to Crossword Bookstores Limited, together with its fixed assets, current assets, rights, liabilities/
obligations of all nature and kind along with its employees. The Company proposes to seek, members approval to handover ‘Crossword’
business back to Crossword Bookstores Ltd; by postal ballot under section 293(1)(a) of the Companies Act, 1956.
Human Resources
The Company takes great pride in the commitment, competence and vigour shown by its employess in all realms of business. The
Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business.
People development continues to be a key focus area in the Company. Special designed training modules for the frontline employees are
being delivered from time to time to meet the training needs of the employees.
As on date of the Balance Sheet, the Company had a total of 3,851 Customer Care Associates.
Fixed Deposits
During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with
Companies (Acceptance of Deposits) Rules, 1975. No amount of principal or interest was outstanding as on the Balance Sheet date.
Auditors
Your Company’s Statutory Auditors, Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing
Annual General Meeting. Deloitte Haskins & Sells have sought the re-appointment and have confirmed that their re-appointment, if made,
shall be within the limits laid down under Section 224(1B) of the Companies Act, 1956.
The Audit Committee and the Board of Directors recommends the re-appointment of Deloitte Haskins & Sells, Chartered Accountants, as
the Statutory Auditors of the Company for the financial year 2010-2011.
Directors
In appreciation of Mr. B. S. Nagesh's farsighted vision, wisdom and guidance, which have been invaluable to the Company’s growth, he
was elevated as Non-Executive Vice Chairman with effect from August 18, 2009, after his successful association for more than eighteen
years with the Company. He played a key role in the phenomenal growth and success of the Company.
Apart from his extraordinary entrepreneurial acumen, Mr. Nagesh is a great visionary. His affectionate care for the well-being of the
employees, his belief in human values and business principles & ethics are some of the principles upon which the Company stands today.
They have enabled the Company to build a successful and sustainable business model.
Your directors would like to place on record their sincere gratitude towards the guidance and contribution made by Mr. B. S. Nagesh and
welcomes him as the Vice Chairman of the Company.
Mr. Govind Shrikhande has been entrusted with the responsibility of the day to day management of the affairs of the Company, as the
President & CEO & Executive Director of the Company with effect from August 18, 2009.
In accordance with the provision of the Companies Act, 1956 and Articles of Association of the Company, Mr. G. L. Mirchandani and
Mr. Deepak Ghaisas, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. A brief resume, expertise and details of other directorship and committee membership thereof of these
directors are given in the explanatory statement annexed to the Notice convening the Thirteenth Annual General Meeting.
Corporate Governance
The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken
adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement with the Stock
Exchanges are complied with.
A separate section on Corporate Governance and Auditors Certificate is annexed hereto and forms part of this Report.
A certificate to this effect from Mr. Govind Shrikhande, President & Chief Executive Officer & Executive Director forms part of
this Report.
Postal Ballot
The Company proposes to seek approval of members on June 21, 2010, through postal ballot in respect of the following:
1. Making investment in securities by subscription/ purchase or otherwise / loans or advances/ guarantee/ security(ies) etc. in Hypercity
Retail (India) Ltd; upto an extent of Rs. 200 Crores under Section 372A of the Companies Act, 1956.
2. To handover ‘Crossword’ business to Crossword Bookstores Limited, a wholly owned subsidiary of the Company under Section
293(1)(a) of the Companies Act, 1956.
3. To delete the existing Article 150 – ‘Common Seal’ of the Articles of Association of the Company and substituting it with a new
Article under Section 31 of the Companies Act, 1956.
Conservation of Energy, Technology absorption and Foreign Exchange earnings & outgo.
The Company is engaged in the continuous process of energy conservation through improved operational and maintenance practices. The
brief of the particulars in respect of various steps and initiatives taken regarding conservation of energy and technology absorption and its
disclosure as stipulated by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under.
• Daily maintenance of power consumption in every store.
• Adoption of Variable Frequency Drives (VFD’s) for Air handling units with temperature sensors.
• Adoption of new LED lighting to reduce the energy consumption.
• Installation of lighting energy saving devices (Step down transformer) for Energy conservation.
• Controlled the energy consumption of HVAC system by optimizing the temperature inside the stores.
• Optimized lighting by making necessary changes in the circuits and installing the sensors.
• Installed capacitor Banks to Maintain the Power factor and reduce the losses.
• DSM initiatives to reduce the excess unutilized demand there by reducing the fixed energy cost.
• All above efforts resulted in the conservation of 4,043,638 units of electricity across the chain during the year which amounts to
appx. Rs. 309.74 lacs.
The Company also proposes to commence energy auditing, improvement in pumping system, reduction in energy cost in due course
of time.
The Company earns Foreign Exchange on sale of its merchandise to its customers. Foreign Exchange outgo during the year included
purchase of computer software and purchase of merchandise, professional fees etc. The foreign exchange earnings during the year was
Rs. 4,224.40 lacs (previous year Rs. 4,392.57 lacs), where as Foreign Exchange outgo was Rs. 3,387.03 lacs (previous year Rs. 3,745.49 lacs).
Particulars of Employees
The particulars of employees’ as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of
Employees) Rules 1975, as amended, forms part of this Report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act,
1956, the report and accounts are being sent to all shareholders of the Company, excluding the Statement of Particulars of Employees,
which is available for inspection at the Registered Office of the Company during its working hours. Any shareholder interested in such
particulars may inspect the same.
Auditors Report
The Board has duly examined the Statutory Auditors report to accounts and the clarifications, wherever necessary, have been included in
the Notes to Accounts, section of Annual Report.
Acknowledgement
Your Directors wish to convey their appreciation to all customers, business partners, suppliers, banks and financial institutions for their
invaluable support and look forward to continued support in the future.
Your Directors would also like to place on record their sincere appreciation to the employees of the company for the total commitment,
dedication and hard work at all levels. To them goes the credit for the Company’s achievements.
And to you our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.
Certificate of Compliance with the code of conduct for the financial year 2009-10
I, Govind Shrikhande, President & Chief Executive Officer & Executive Director of the Company, hereby declare that the Company has
adopted a Code of Conduct for its Board Members and its management personnel and they have affirmed compliance with the said Code
of Conduct.
Govind Shrikhande
Mumbai, President & Chief Executive Officer &
April 28, 2010 Executive Director
Information required to be disclosed under SEBI(ESOS and ESPS) Guidelines, 1999 as on March 31, 2010
Description ESOP III ESOP IV ESOP V - 1 ESOP 2008 - 1 ESOP 2008 - 2
Options Granted 155,640 122,340 100,151 516,400 200,000
Date of Grant 01.05.2004 01.02.2005 28.12.2005 29.04.2009 24.03.2010
The pricing formula Rs.150/- Rs.240/- The options granted The options The options
to eligible employees granted to eligible granted to eligible
are granted at the employees are employees are
average of the granted at the granted at the
daily closing price closing price of closing price of
of Equity Shares the Equity Shares the Equity Shares
of the Company of the Company at of the Company at
at BSE during the BSE on the working BSE on the working
period of 6 months day immediately day immediately
immediately preceding the date preceding the date
preceding the of grant. The options of grant. The options
date on which were granted at an were granted at an
the options were exercise price of Rs. exercise price of Rs.
granted. The Options 110/- 382/-
were granted at an
exercise price of Rs.
384/-
Options vested 113,517 81,249 65,573 — —
Options exercised and 109,638 66,517 16,781 — —
total number of equity
Shares arising as a result
of exercise of Options
Options lapsed/Cancelled 42,810 45,889 42,166 3,700 —
Variation of terms of — — — — —
options
Money realised by 16,445,700 15,964,080 6,443,904 — —
exercise of options
Total number of Options 3,192 9,934 41,204 512,700 200,000
in force
Options granted to Senior Management personnels
B S Nagesh 22,560 13,980 11,353 50,000 —
Govind Shrikhande 9,230 7,270 5,306 130,000 12,000
C B Navalkar 7,140 4,470 3,469 50,000 8,000
Salil Nair 5,610 3,810 2,952 50,000 8,000
Arun Gupta — — — 20,000 6,000
Vivek Mathur — 2,310 1,302 10,000 4,000
Options granted to any employee during the year amounting to 5% or more of options granted during the year
B. S. Nagesh 22,560 13,980 11,353 50,000 —
Govind Shrikhande 9,230 7,270 5,306 130,000 12,000
C. B. Navalkar — — — 50,000 —
Salil Nair — — — 50,000 —
Options granted to any — — — — —
employee equal to or
exceeding 1% of the
issued capital of the
company at the time of
grant
Diluted Earnings Per Share (EPS) pursuant to issue of shares on The diluted EPS of the Company calculated after considering the
exercise of option calculated in accordance with (AS) 20 Earnings effect of potential equity shares arising on account of exercise of
Per Share. options is Rs. 14.40 per share.
Where the Company has calculated the employee compensation Had the Company followed fair value method for accounting
cost using the intrinsic value of the stock option, the difference the stock option compensation, the compensation expenses
between employee compensation cost so computed and the would have been lower by Rs. 1,088.39 lacs. Consequently profit
employee compensation cost that shall have been recognised after tax would have been higher by Rs.1,088.39 lacs and the
if it had used the fair value of the option, shall be disclosed. The basic EPS of the Company would have been Rs. 17.53 per share
impact of this difference on profits and on EPS of the Company (higher by Rs. 3.13 per share) and the diluted EPS would have
shall also be disclosed. been Rs. 17.43 per share (higher by Rs. 3.11 per share).
Weighted average exercise prices and weighted average fair Weighted average exercise price is Rs. 185.94 and weighted
value of the options shall be disclosed seperately for options average fair value is Rs.78.12.
whose exercise price either equals or is less than the market price
of the stock.
A description of the method and significant assumption used Black Scholes Option Pricing model using Volatility of 49.43%, risk
during the year to estimate the fair values of options. free rate of 6.06%, expected life of 3.28 years, dividend yield of
0.30% and stock price of Rs.186.29.
The Employee Stock ESOP 2005 No. of Options Date of Grant Grant Price Vesting Schedule
Options granted to Scheme
employees under these
ESOP V - 2 * 157,931 29.07.2006 Rs. 540/- 30% - 29.07.2007
ESOP 2005 Schemes have
been surrended to the 30% - 29.07.2008
Company. 40% - 29.07.2009
ESOP V - 3 145,000 29.07.2006 Rs. 540/- 100% - 29.07.2009
ESOP V - 5 330,000 23.08.2007 Rs. 485/- 35% - 29.07.2010
35% - 29.07.2011
30% - 29.07.2012
Total 632,931
* 2,568 options granted under ESOP V-2 are not being surrendered by resigned employees.
To,
The Board of Directors
Shopper’s Stop Limited
Eureka Towers,
B Wing, 9th Floor,
Mindspace, Link Road,
Malad (West),
Mumbai – 400 064
Dear Sirs,
(a) We have reviewed the financial statements and the cash flow statement for the year and that to the best of our knowledge
and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain statement that might
be misleading;
ii. these statements together present a true and a fair view of the Company’s affair and are in compliance with existing accounting
standards, applicable laws and regulation.
(b) There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year which are fraudulent,
illegal or violative of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors
and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the
steps we have taken or propose to take to rectify these deficiencies.
i. significant changes in internal control over the financial reporting during the year;
ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements; and
iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the company’s internal control system over financial reporting.
The modern retail industry today stands at a size of US$ 25 bn. The attractiveness quotient of India as a retail destination is clearly borne
out by the fact that as of July 2009, FDI inflows in single-brand retail trading stood at approximately US$46.60 mn, according to the
Department of Industrial Policy and Promotion (DIPP).
The availability of quality real estate for modern retail has undergone a sea change. In 1999, India had three shopping malls, collectively
measuring less than 1mn square feet. By the end of 2006, the country had 137 shopping malls, occupying 28 mn square feet. By the end
of 2008, it is estimated that there were more than 450 malls in India, accounting for at least 120 mn square feet.
Further, this sector is expected to invest around US$ 503.2 million in retail technology service solutions in the current financial year. This
could go further up to US$ 1.26 billion in the next four to five years, at a CAGR of 40 per cent. Moreover, many new international apparel
brands are preparing to open outlets in India.
From mandis to malls, Indian retailing has come a long way. The transformation of Indian retailing is to be noticed, especially with the
Indian economy playing a crucial role globally. Differentiation, branding, compelling customer experience, exploring commoditization,
share of purchasing power, and continuous innovation has now become the key retail strategies which the modern retail players are
focusing on. Out of the Indian GDP of about US$1036 bn in 2007, retail was about US$295 bn. Some key trends have now emerged in the
Indian retail industry in real estate (rental partnerships, revenue share model, rental holidays for property delays), in innovation of retail
formats and consolidation and collaboration between competing players to synergise costs and scale.
The slowdown in the past year and a half has taken a certain toll on the modern retail in India.
A study has pointed out that organised retail penetration, which was expected to touch 16% by 2012 from the current 5 %, is likely
to reach only around 10.4%. However, along with the slowdown came lessons for the modern retail players. Cost control, focus on
profitability and sustainable growth rather than exponential growth, have become the new mantras in the industry which augur very
well for its future. Modern retailers have taken strategic measures like store rationalisation, changes in supply chain, consolidation of
operations and improvement in IT infrastructure. These will be beneficial in the long-run. In the current scenario, Indian retailers are also
looking for opportunities to partner with foreign players as it could bring in the much needed capital and expertise.
The next big wave is expected to be internet retailing, already an accepted mode of shopping in the more mature western markets.
The benefits of internet retailing are unanimously accepted and acknowledged by most manufacturers, retailers and consumers alike.
From manufacturers and retailers’ perspective, internet retailing offers benefits in the form of cost-effectiveness, profitability and easy
accessibility and can be utilized across diverse products and services in grocery as well as non-grocery items.
Internet retailing allows greater access to products, enabling second tier cities and suburbs to acquire a wider variety of goods. At the
same time, the internet allows consumers to compare and contrast price points and product benefits and thus make informed decisions
on purchases. While internet surfing, emailing and other web-enabled services gained vast popularity, internet retailing and actual
purchases are currently confined to a very niche consumer base. Unlike other developed countries, Indians are not overly enthusiastic
about non-store retailing. Indian consumers’ prefer to touch and feel items before making their purchasing decisions and prefer to go to a
physical store instead. Also the products are not standardized and there could be tremendous amount of variability in products, sizes etc.
This has proved to be the key challenge for internet retailing and it therefore enjoyed only a restricted appeal for Indian consumers.
Besides pure play internet retailers, modern retailers in India have decided to adopt a mix of online and offline retailing. Whilst sales over
the internet for Indian modern retailers are very miniscule today, it is expected to become larger in the coming years.
Strong underlying economic growth, population expansion, the increasing wealth of individuals and the rapid construction of organised
retail infrastructure are key factors behind the forecast explosive growth in India’s retail sales. Economic growth should create an
expanding middle and upper class consumer base. There will also be increasing penetration of India’s second and third tier cities, such
as Pune, Chandigarh etc. The greater availability of personal credit and a growing vehicle population that provides improved mobility also
contribute to a trend that is likely to see the value of the retail segment grow from an estimated US$427.25 bn in 2009 to US$755.47
bn by 2014.
The growth in the overall retail market is expected to be driven, largely by the explosion in the modern retail market. According to
Investment Commission of India (ICI) data, this segment accounted for US$12.10 bn of sales in 2006, 4.6% of the total retail segment.
As per study by Business Monitor International Ltd., Modern retail sales will reach US$99.09 bn by 2014, 13.1% of the total retail sales
in the country. Retail sales of Asian countries in 2009 were an estimated US$2.29 trn. China and India alone accounted for almost 93%
of regional retail sales in 2009, and by 2014 their share of the regional market is expected to be close to 94%.
The key Growth drivers of modern retail in India remain unchanged and actually substantiate the business model. The main drivers
of Indian modern retail growth can broadly be defined as economic growth, favourable population demographics and increased
industry investment.
• Economic growth: Though Asia, and consequently India was initially badly hit by late 2008’s sharp global economic slowdown, but
its recovery has been remarkable. The Indian domestic demand is showing clear and robust signs of growth. A positive five-year
economic forecast, ignoring the threat of a renewed slowdown on the back of unwinding fiscal stimulus should contribute to healthy
wage growth and sustained middle class expansion, which are major contributors to retail sales growth.
• Population growth: India has favourable age demographics, with a large young population that has the ability and keenness to spend.
This trend has in fact been a telling reason for return to health of the economy and the modern retail industry.
• Urbanisation: Economic growth has fuelled urbanisation region-wide as rural dwellers have moved to the city in search of higher
paid employment. This has been a major fillip for the urban-centric modern retail sector, dramatically lifting its potential audience
size. Such favourable geographic demographics have led urban real estate prices to soar but the benefits of a captive, high-spending
urban audience have outweighed the downsides for now.
• Westernisation: Increased exposure to Western consumption habits has fuelled consumerism not only in India but also in developed
and emerging Asia. Westernisation has helped in stimulating interest in a wider range of modern retail concepts.
• Industry investment: With modern retail model intact and the potential for serious players clearly being beyond doubt, modern
retailers in India have lined up impressive plans for growth and expansion. The investments, therefore made by these players will
go along way in increasing penetration and growth of modern retail. Furthermore, increased multinational interest & involvement in
the Indian modern retail will further fuel investments and growth. This will also result in the introduction of retail best practices that
support sales.
Strengths:
• First Citizens: Our First Citizens Club has continued to be the main stay of our business. With a total membership exceeding 1.6
million, the company strongly believes that its loyalty program is not only a source of substantial competitive advantage, but is
also a very strong strategic tool. Your company believes that its First Citizens will continue to drive its growth by increased average
expenditure in our stores which will be aided by targeted promotional activities.
• Strong focus on Systems & Processes: We continue to invest in our front and back end processes and systems. The company believes
that continuous investment in people, process and technology will drive sustainable and profitable growth for the company.
• Strong distribution and logistics network and supply chain: We have created a strong distribution and logistics network, with our four
Distribution Centers covering more than 400,000 square feet handling over 400,000 SKUs per year, and working 24x7.
• Enhancing our Human capital: We periodically assess our Customer Care Associates (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.
• 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.
• Shopping Experience: The Company pioneered the departmental store format in the Indian market when the Indian consumer was
deprived of choice. Customers were drawn by the shopping experience. This is the differentiation that the Company continues to
bank on. Price is not essentially a differentiator for the Company, shopping experience is. The Company imparts special training to its
employees to ensure that service is not compromised on.
• Management Strength & Corporate Governance: The Company has a professional and well-established management team, headed
by Mr. Govind Shrikhande. Furthermore, the Company’s unwavering focus on good corporate governance has been a beacon for the
industry. Our internal and external auditors are amongst the Big 4 audit firms of the globe. The Board has 5 independent Directors.
• Strong bargaining strength: Having been in existence for so many years and due to its strong brand image, the Company believes
that it is well placed in negotiations / re-negotiations of property rentals, better commercials terms with merchandise suppliers etc.
The Company has successfully grown gross margins year on year.
• Employee retention: With the Indian economy back on a growth path the Company believes that employee satisfaction and retention
will become very important. The demand for reasonably experienced personnel in modern retail will only increase in the near term
and long term. Your Company believes that this problem will persist until the industry reaches a steady growth phase.
• Delay in store delivery: Majority of the new stores planned are in malls and any delays in the construction of the malls will delay the
company’s retail expansion plan. However, the Company has built up a robust pipeline of future stores and believes that delays will
not materially affect expansion.
• Pressure on retail lease rentals: Rent is one of the largest components in a retail business’ fixed costs, and the case is no different
for the Company. Rentals are expected to harden once again in the near term.
• Government levies: Retail is currently not viewed as an industry in India. Hence there are certain levies / cascading effect of taxes on
the business which are proving to be a very large burden as there are no modes for the industry to recover or pass on these levies.
Delay in the roll out of the GST regime is also a matter of concern.
• Investee Companies: The company has invested in other entities and in the current economic scenario, it is expected that the returns
from these will have a delayed gestation period than what was originally envisaged.
Opportunities:
• Geographical reach: Your Company continues to increase its Pan-India footprint and is expecting to launch into its next expansion
phase in the next 30 months. The Company strategy to increase the number of departmental stores, improve city wise penetration
and increase market share in cities where it’s stores already exists remains unchanged.
• Hypercity – Leveraging the potential in mixed retail: The Company has entered the hypermarket segment, which is a high growth
segment by acquiring a 19% stake in Hypercity. We believe that the scope for hypermarkets in India is immense. The stores run by
Hypercity have shown very impressive performance in the year gone by.
• Format diversification: Your Company, in it’s constant endeavour to capture wallet share, has diversified into multiple formats viz,
HomeStop which retails hard and soft furnishings, Crossword for books, music and stationery, M.A.C. which retails high end cosmetic
products, Clinique which retails skin care products, Mothercare which retails infant and kids merchandise and airport retailing, by
tying up with the Nuance Group of Switzerland. The Company has also made a successful foray into internet retailing through its
e-retailing portal.
• Preferred partner for foreign players: Your Company believes that by virtue of it’s presence across all lifestyle categories in the
departmental format, it’s strong brand value and it’s presence in the books and music segment, it is best placed to bring in
international brands into the country, there by enriching the product bouquet for it’s customers and in turn increasing opportunities
for product diversification and profit enhancement.
Threats:
• Economic recovery: A slower than expected economic recovery remains the biggest risk to the Indian retail outlook. However
economic data of the last 3 quarters suggest that the recovery is well underway.
• Threat of new entrants: With India becoming an attractive retail market and the gradual increase in foreign participation in the sector,
the Company expects many new entrants thus increasing competition.
• Competitive rivalry in the industry: There is intense rivalry among leading national retailers for new locations and quality real estate.
This will further sharpen in the coming 2 years as the established players will focus on growth.
• Price wars: Although it stimulates the sector in general, the rise of discounting and its extension beyond grocery retail could pose
a threat to retail sales values, if not to retail volumes. Price wars became a mainstay of the mainstream grocery retail sector
throughout the economic downturn and the extension of this trend into homeware or apparel could undermine retail profit margins.
• Terrorism: Due to the sheer volume of people visiting retails outlets coupled with easy access, retail is considered as a soft target
and hence more prone to terror attacks as compared to others.
Customer Entry:
Retailers measure entry as footfalls, which is the number of people entering the stores. This is computed through manual count in all
stores during trading hours.
Customer Entry
Departmental Store
30
25 24.9
22.8 22.9
20 19.9
Customer entry (in mn.)
18.3
15 14.6
10
0
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year
(Source: Company MIS)
Conversion Ratio:
Conversion is the ratio of the number of transactions (Cash Memo) versus the total customer entry into the stores. Tracking conversion
helps the retailer understand the productivity of his front-end store employees and the attractiveness of the merchandise and services.
Conversion Ratio %
Departmental Store
29%
28%
28%
26%
25%
25%
24%
23%
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year
(Source: Company MIS)
Sales:
Gross Sales both at chain level and for Like-To-Like stores showed an improvement as compared to last year. The growth was 10% in
gross retail turnover. The sales per sq.ft have been computed on built-up area.
4500
10 9
3000
5 4 1500
1
0 0
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year Year
(Source: Company MIS) (Source: Company MIS)
Apparel:
The Apparel contribution to total sales of the company was 59% in 2009-10 as compared to 60% in 2008-09. There has been growth in
Non-Apparel segment which has resulted in Non-Apparel sales percentage growing. This is primarily due to customer buying life style
products.
Non-Apparel:
This category includes Cosmetics, Personal Accessories, Jewellery, Leather Goods, Home Wares, Electronics, Books and Music. These
lifestyle products have high aspiration value, and as the consuming class increases, there will be a big surge in the demand for this
category. The Non-Apparel contribution to total sales of the Company was 41% in 2009-10.
Non-Apparels Apparels
100%
60%
Sales Mix (%)
20%
0%
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year
(Source: Company MIS)
704
700
647
605
600
500
400
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year
(Source: Company MIS)
Transaction Size (Rs.):
Transaction size represents the amount spent by each customer on his buying. This is computed by the total sales divided by the number
of cash memos.
Transaction Size (Rs.)
Departmental Store
2400
2100 2030
1843
1800
1713
1562
Transaction Size (Rs.)
1500
1366
1278
1200
900
600
300
0
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year
(Source: Company MIS)
Merchandise Purchase:
Your company’s ability to present on the shelves correct merchandise assortments in the right mix, style, colour & fashion is one of its
most critical success factors. A team of Buyers & Merchandisers continuously ensure that the pricing strategy and value proposition are
completely in tune with the customers’ expectations. We regularly monitor sales trends to optimize inventory levels.
Our well established systems and processes in Buying & Merchandising & Logistics enables us to efficiently manage the flow of inventory
to stores, provide prompt replenishments and manage pricing.
Your company believes in a broad distribution of risk with no high dependency on any single supplier and has a diversified supplier base.
Suppliers are selected after evaluation based on fairly stringent parameters which ensure the quality & reliability of supply. Alternate
distribution channels for inventory have also been put in place as a contingency, should the need arise.
Supplier Risks:
Our broadly varied offering necessitates alliances with a large number of suppliers from various business sectors. In order to mitigate the
risk involved, we enter into arrangements with vendors in various business formats such as Outrights Buy/Sale or return, Consignment &
Concessionaire/Conducting arrangement.
Shrinkage:
Shrinkage in the retail business is defined as the loss in inventory through a combination of shop lifting, pilferage, and errors in
documentation and transaction processing that go unnoticed. We have focus on inventory control and have set up a separate
department called profit enhancement, which not only monitors Shrinkage on a regular basis but also looks at various factors that
could lead to Shrinkage at stores and distribution centers. The profit enhancement department, Store Operations along with the Supply
Chain team have worked together and monitored the Shrinkage level on a month on month basis which has resulted in the Shrinkage
percentage being controlled at 0.40% of the Turnover and our endeavour will always be to lower this ratio through proper monitoring
and continuously reviewing Inventory management processes and systems.
Shrinkage
(as a % of Sales)
0.70%
0.65%
0.60%
0.55%
0.52%
0.50%
0.47%
0.46%
0.45%
0.41%
0.40% 0.41%
0.40%
0.35%
2004-05 2005-06 2006-07 1007-08 2008-09 2009-10
Year
(Source: Company MIS)
Sustaining high Gross Margin:
The gross margin has shown improvement and has increased during the year to 31.9% from 31.7% as compared to the last year. The
Company believes that an increasing share of revenue from private labels, improved sales mix with higher contribution from lifestyle
products (i.e. watches, leather, jewellery, perfumes and cosmetics), and shrinkage control have helped improve gross margins. Vendor
management as also sourcing ability has improved with scale and would accrue more economies and higher gross margins going
forward.
Operating Profit:
Operating Profit (without exceptional items) has increased by 138% to Rs. 11,726 lacs from Rs. 4,924 lacs in the previous year.
The Operating Profit Margin has grown to 7.6% from 3.6% due to improved gross margins, improvement in like to like sales growth,
rationalization of costs, right sizing of some departmental stores / new business formats.
EBIDTA
14000
12000 7.6%
10000
EBIDTA (Rs. in millions)
8.9%
8000
5.5%
6000 8.5%
3.6% 11,726
4000 6.7%
5,660 7,874 6,503
4,924
2000
3,360
0
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year
Interest:
Interest cost has reduced to Rs. 2,244 lacs as against Rs. 2,560 lacs mainly due to reduction in cost of funds and reduced borrowings.
Depreciation:
As a result of the review of the useful lives of fixed assets, the depreciation rates were revised from 1st April, 2009. Consequently the
depreciation charge for the year is lower by Rs. 3,190 lacs.
Profit after Tax:
The Company has achieved post tax profit of Rs. 5,023 lacs, as against a loss of Rs. 6,372 lacs, which is an increase by 179% over the
last year.
Dividend:
The Company has proposed a dividend of 15% amounting to Rs. 611 lacs (Including Corporate Dividend Tax).
Inventory:
The inventory as at the end of current year is Rs. 14,989 lacs as against Rs.14,498 lacs as at the end of the last year. Inventory holding
period is higher at 105 days during the current fiscal against 92 days last year due to opening of four new stores during the year. The
inventory has been valued at lower of cost and net realizable value.
Liquidity:
The cash generated from operations was Rs. 8,224 lacs.
Productivity / Operating efficiency parameters:
We look at our Gross Margin with reference to our Space, Inventory and Labour to monitor our efficiency with the help of 3 indicators i.e.
Gross Margin on Inventory (GMROI), Gross Margin Return on Floor Space (GMROF) and Gross Margin Return on Labour (GMROL).
GMROI helps to optimize inventory levels, GMROF helps to maximize the cash margins and GMROL helps to increase labour
productivity.
GMROI
GMROI
4.5
4.17
4.0
3.62
GMROI (Rs. Inventory)
3.5
3.29
3.0
2.75
2.5 2.35
2.23
2.0
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year
(Source: Company MIS)
GMROF
GMROF
2900
2735
2700
GMROF (Rs. per unit of retail space)
2576
2500
2520
2353 2471
2330
2300
2100
1900
1700
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year
(Source: Company MIS)
GMROLGMROL
1,500,000
1,417,992
1,400,000
1,300,000
1,200,000 1,270,014
GMROL (Rs. per employee)
1,198,593
1,100,000 1,046,768
1,000,000 1,032,609
900,000
899,045
800,000
700,000
600,000
500,000
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Year
(Source: Company MIS)
The performance of any company depends on the association and relationship it builds with various vendors/partners over a period of
time. To evaluate this satisfaction and expectation, your company has appointed CSMM (Customer Satisfaction Measurement and
Management), a part of IMRB (Indian Marketing and Research Bureau) to do an impartial evaluation of our relationship with various
stakeholders. This helps your organization understand the expectations of various business partners, current strengths and concern areas
thereby help set a clear roadmap for improvement and better performance.
Partnership for Progress (PFP) is a vendor meet which your company conducts annually. During this event, your company gets and gives
opportunity to the top retail vendors/brands to discuss and strengthen the association, apart from exploring various business possibilities
with each other. The summit also becomes a platform for your company as well as its partners to share their experiences with each
other. Your company also invites well known international and national speakers to share learning and experience which is closely related
to Retail, Brand, Customer, Logistics, etc.
Your company also recognizes the performance of top partners who are rewarded with “SHOPPER’S STOP PINNACLE AWARDS” during
this summit.
This is an activity with more than 100 vendors/partners attending the summit.
Human Resources:
The global meltdown and recession, consumer spending and demands decreasing was a phase that was to pass by. We stood strong,
planning and calculating our future move, retaining our staff without going in for layoff. The phase took its turn to bring us to a grand
turnaround making each and every effort, correction and consolidation worthwhile.
In an ongoing process to increase the growth and development for our associates we have been looking at various levels of developmental
interactions. For the year under review we have provided the Baby Kangaroo program (BK), to identify potential associates, develop, train
and groom them for the next level and provide an opportunity for career progression.
The Managerial & Supervisory Training program (M.A.S.T) was conducted for 37 days with an exhaustive content through various internal
and external trainers. The objective was to ensure that the associates would be well versed with Technical Skills and Soft skills. The
assessments were conducted online through Reliance Web World. The objective of going online was to ensure efficiency and fairness to
the entire selection process.
The focus on Learning & Development has been an ongoing an integral part of the organization where there has been a 46.05% growth in
trainings hours extended to associates across all levels.
Training Hours 08-09 Training Hours 09-10 Growth Over Last Year %
The Gross Margin Return on Labour at 12%, has improved during the year.
Our company has conducted 76 assessment centers in the F.Y. 2009- 2010 covering 486 associates in order to provide growth opportunities,
ensuring a fair and transparent growth process.
The Associate Satisfaction Index (ASI) is conducted through an online survey yearly to understand the level of satisfaction associates
have towards their work, job satisfaction, loyalty index, helps us understand the strength and weakness of the organization to take
immediate corrective measures.
This year the ASI score is at 3.95 and the overall satisfaction levels were more or less the same across different levels.
Marketing:
Carrying forward our new brand philosophy of ‘Start Something New’, was the central theme of all our advertising, promotions and events
this year. At Shoppers Stop, we have been always looking at providing our esteemed customers with exclusive merchandise. This has
propelled us to bring alive the effervescence of mega starrer films such as Love Aaj Kal, Chance Pe Dance and Karthik Calling Karthik.
Their immense popularity and success is a clear indication of the deep permeation of Bollywood in Indian fashion and the growing desire
of Indians to emulate their icons.
We have also set a Retail precedent through an exclusive retail arrangement with Vodafone-Essar for merchandising (in specific
categories) of their brand mascot - Zoozoo. This is a first-of-its-kind arrangement in the history of India’s advertising that a Brand mascot
is being licensed for merchandising. Character merchandising is a new emerging trend in India targeted at the Youth, and we have added
a whole new dimension to this. Given the increasing size of the Youth Audience at Shoppers Stop, this merchandising line fits well in our
merchandise offering.
This year also saw our focus shift from experienced based promotions to category based promotions. There were many category based
promotions that were well received by our customers – Watch Out festival, Foot fair, Stares & Glares, Glitter & Glamour to name a few.
These festivals focused on offers that were available across all brand available in our store for the particular category.
Customer Satisfaction:
At Shoppers Stop we strive to provide our customers with the best overall experience of shopping with us. To measure the customer
experience we conduct customer satisfaction surveys to evaluate a range of parameters including merchandise range and quality, store
environment, staff, transaction efficiency, loyalty programme, schemes and promotions to name a few and undertake improvements in
various areas.
We also include select competition stores in our surveys in order to measure experience in our stores as compared to competition.
60 63 63 81
Loyalty Programme:
Your Company has pioneered India’s first retail loyalty program - “First Citizens”. The First Citizens base grew by 26% from 12,77,109 to
over 16,11,578 customers in this year. During the current year, the First Citizens contributed 75% of the Company’s annual sales. The
First Citizen programme has 3 tiers - Classic Moments (entry level), Silver Edge and Golden Glow. Members fall into the various tiers on
the basis of their spends with us.
First Citizens also earn differential reward basis on their current tier of membership. First Citizens receive:-
• Reward points on their spends. These reward points can be redeemed for a wide variety of merchandise at your
Company’s stores.
• Extended and exclusive shopping hours - especially during the festive season. Special previews before the sale periods.
• Invitations to exclusive events - both in-store as well as those organised outside the stores.
• Exclusive First Citizens lounge at select stores to relax after hectic shopping.
First Citizens always stay updated with all details pertaining to their membership as well as the best of offers and privileges available,
through a unique service - First Citizens First. Through this service First Citizens get all the information that they want on their mobile
phones simply by sending an SMS.
This year, the company initiated an exclusive promotion only for First Citizens – First Citizens’ Fiesta. Under this promotion the member
earned 3 times the reward points besides lots of other special offers and deals. The promotion was very well received and it helped us
further reinforce our strong relationship with this member community.
Your Company in association with Citibank has offered its First Citizens an option to add on a credit card to their existing loyalty cards.
This enables First Citizens to add on a credit line to their purchases. They also have the added advantage of being able to choose from
amongst various attractive financing options, cash back schemes, EMI schemes etc. for buying at your Company’s stores. For customers
who are averse to credit, there is an option of activating a debit card. As on 31 March, 2010, the number of members in the co-branded
card programme was over 2,00,000.
Effective governance consists of competent management; implementation of standard policies and processes; maintenance of an
appropriate audit program with internal control environment effective risk monitoring and management information systems (MIS).
The Company has an integrated approach for management of risk and has formulated the framework for regulatory and risk management,
standardizing the definition of internal controls.
It also provides a framework for risk management and regulatory compliance, which requires risk assessments and related policies,
a control-based environment and activities, information and communication procedures, and a monitoring mechanism for the control
environment.
The Company has a sound system of Internal Controls for financial reporting of various transactions, efficiency of operations and
compliance with relevant laws and regulations commensurate with its size and nature of business. The Company has a well-defined
system of management reporting and periodic review of businesses to ensure timely decision-making.
The MIS forms an integral part of the Company’s control mechanism. All operating parameters are monitored and controlled, with
material deviations from the annual planning and budgeting and business outlook including capital expenditure reported to the Board on
quarterly basis.
Reports of internal auditors are reviewed by the Audit Committee, and corrective measures are carried out towards further improvement
in systems and procedures and compliance with Internal Control System. The board also recognizes the work of the auditors as an
independent check on the information received from the management on the operations and performance of the company.
Technology Initiatives:
Your company continues to invest in technology solutions with a prudent mix of customized and packaged solutions. In the year
2009-10, with renegotiations and vendor management, the operational IT cost was contained with a 15% reduction over the
previous year. Amongst the key initiatives taken up some of them were:
In April 2009 your company out sourced its ERP operations to an Indian partner, UST Global based in Trivandrum, which supports several
legendary retail brands in the U.S. Middle East and Europe. The outsourcing provides the organization capacity to focus on business
innovation while moving away from day to day support activities.
With the planned growth in business operations over the next 2 years, we invested in IT infrastructure upgrade at the data center to
sustain the transactional systems as well as the Customer Relationship Management & Loyalty applications. With this, the immediate
benefit to Operations and Supply Chain has been visibly improved response times for queries, updates as well as day beginning and end
processes. Another initiative to address the growing data storage requirements was the induction of world leading storage solutions from
EMC Corporation. These investments will help us manage the growth in customers and transactions.
Equipped with rich transactional information, continued investments in data warehouse and business intelligence now help us track
customer trends, preferences and analyze behavior. Being ahead on the adoption curve, we work with the Loyalty, Marketing and B&M
teams to create actionable insights with help from tools such as SAS Analytics, a leader in advanced analytics.
The Internet offers a promise to engage with many tools, websites as social media gains momentum across the globe. Keeping in line
with trends on the Internet to engage with customers and stakeholders, your company now has a new look brand site with several new
features like promotions, a new look store locator, etc.
Corporate Governance:
Your Company has taken steps to ensure that the Corporate Governance guidelines are adopted and fully complied with. The detailed
Corporate Governance Report is attached with this report.
Cautionary Statement:
The statement made in this section describes the Company’s objectives, projections, expectations and estimations which may be
’forward looking statements’ within the meaning of applicable securities laws and regulations. The annual results can differ materially
from those expressed or implied, depending on the economic and climatic conditions, Government policies and other incidental factors
which are beyond the control of the Company.
(1) We have examined the compliance of conditions of Corporate Governance by Shopper's Stop Limited (the Company) for the year
ended on 31 March 2010 as stipulated in Clause 49 of the listing agreement of the Company with the stock exchanges.
(2) The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to
procedures and implementation thereof, adopted by the company for ensuring compliance of the conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the Company.
(3) In our opinion, and to the best of our information and according to the explanations given to us, we certify that the company has
complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.
(4) We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
P. B. Pardiwalla
Partner
Membership No. 40005
Place: Mumbai
Date: 28 April, 2010
Board of Directors
The Board of Directors comprises of ten members including one executive director and nine non executive directors. The Company has a
non executive promoter Chairman and the number of independent directors is one half of the total number of Directors. The independent
directors on the Board are professionals, technocrats and retail experts, who are senior, competent and highly respected persons from
their respective fields and provide strategic direction and thrust to the operation of the Company.
The key decisions are taken after detailed deliberations and discussions by the Board. The Company always ensures that Board members
are presented with all the relevant information on vital matters affecting the working of the Company including the information as inter-
alia specified under Annexure - IA of clause 49 of the Listing Agreement.
None of the Directors on the Board is a Member on more than ten Committees and Chairman of more than five Committees (as specified
in Clause 49), across all the companies in which they are Directors.
The composition of the Board of Directors, their attendance at Board Meetings during the year and at the last Annual General Meeting
and the number of other Directorships and Committee Memberships held by them in other Companies are given below:
Name of Directors Category Designation Attendance No. of other Directorships & Committee
particulars Memberships/Chairmanships
Board Last Directorships1 Committee Committee
Meetings AGM Membership1 & 2 Chairmanship1 & 2
Notes:
1. The other Directorships and Chairmanships/Memberships of committees held in foreign companies, private limited companies and
companies incorporated u/s 25 of the Companies Act, 1956 are excluded.
2. The Chairmanship and the Membership of Audit Committee and Shareholders’ Grievance Committee alone are considered.
3. Mr. Ravi C. Raheja and Mr. Neel C. Raheja are sons of Mr. Chandru. L. Raheja. No other director is related to any other director
of the Company.
4. Mr. B. S. Nagesh was elevated as a Vice Chairman and Mr. Govind Shrikhande was elevated as President & CEO & Executive Director
of the Company w.e.f. 18th August, 2009.
During the year under review, the Board of Directors met five times i.e on 29th April, 2009, 29th July, 2009, 29th October 2009,
14th November, 2009 and 29th January, 2010. The maximum interval between any two Meetings during this period does not
exceed four months.
Dates for the Board Meetings for the ensuing year are decided well in advance and communicated to the Directors. The Agenda along
with the explanatory notes are sent in advance to the Directors. Additional meetings of the Board are held when deemed necessary by
the Board.
The Company has adopted the Code of Conduct for all Board members and management personnels of the Company. This Code is posted
on the website of the Company. All Board members and management personnels have confirmed compliance to the Code of Conduct. A
declaration signed by the Chief Executive Officer of the Company to this effect is appended with the Report.
Audit Committee
The Company has constituted an Audit Committee in the year 2001. The role, powers and functions of the Audit committee is in
accordance with Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.
The Audit Committee comprises of four Non-Executive Directors. The members of the Committee possess the sound knowledge of
finance & accounts. The Audit Committee invites such of the executives, as it considers appropriate to be present at the meetings of the
Committee. The President & CEO & Executive Director, Vice Chairman, Group Chief Financial Officer, Company Secretary, representatives
of the internal auditors and statutory auditors are also present at the Audit Committee Meetings as invitees.
During the year under review, the Committee met four times on 29th April, 2009, 29th July, 2009, 29th October 2009 and
29th January 2010.
The Composition of the Audit Committee and the attendance of the members at the meetings held are as follows:
Mr. Prashant Mehta, Vice President – Legal and Company Secretary of the Company acts as the Secretary to the Committee.
The broad terms of reference of the Audit Committee inter-alia is as under:
1. To oversee the Company’s financial reporting process and the disclosure of its financial information, to ensure that the financial
statement is correct, sufficient and credible.
2. To recommend to the Board, the appointment and reappointment of Statutory Auditors, fixation of audit fees and also approval for
payment of any other services.
3. To review with the management, the annual financial statements before submission to the board for approval, with particular
reference to:
a) 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.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgement by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of related party transactions.
g) Qualifications in the draft audit report.
4. To review with the management, the quarterly financial statements before submission to the Board for approval.
5. To review with the management, performance of statutory and internal auditors and adequacy of the internal control systems.
6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.) the statement of funds utilized for purposes other than those stated in the offer document or prospectus and
making appropriate recommendations to the Board to take up steps in this matter.
7. To review the adequacy of internal audit function, including the structure of the internal audit department, staffing of the department,
reporting structure coverage and frequency of internal audit.
8. Discussion with internal auditors any significant findings and follow up there on.
9. 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.
10. 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.
11. To review the functioning of the Whistle Blower mechanism.
12. Carrying out any other function as may be added to the terms of reference of the Audit Committee.
Compensation/Remuneration Committee
The Company has constituted Compensation/Remuneration Committee in the year 2001. The scope of the activities of the Compensation/
Remuneration Committee is to recommend the remuneration payable to the Executive Directors of the Company, payment of commission
and sitting fees to Non Executive Directors and formulation and implementation of various Employee Stock Option Plans (ESOP) Schemes
in the Company.
During the year, the Committee met five times i.e. on 29th April, 2009, 29th July, 2009, 29th October 2009, 29th January, 2010 and
24th March, 2010.
The Composition of the Committee and the attendance of the members at the meetings held are as follows:
Remuneration Policy
1. The remuneration of the Executive Directors is recommended by the Compensation/ Remuneration Committee based on criteria such
as industry benchmarks, the Company’s performance vis-a-vis the industry, responsibilities shouldered, performance/ track record,
macro economic review on remuneration packages of heads of other organisations and is decided by the Board of Directors. The
Company pays remuneration by way of salary, perquisites, allowances and profit linked reward scheme to its Executive Directors.
Annual increments are decided by the Compensation / Remuneration Committee within the salary approved by members and are
normally effective from April 1, annually.
2. The Company pays sitting fees of Rs. 20,000/- to its Non-Executive Directors for attending each Board of Directors meeting.
3. The members of the Company at the Ninth Annual General Meeting approved the payment and distribution of sum not exceeding 1%
of the net profits of the Company calculated in accordance with the provisions of sections 198, 349 and 350 of the Companies Act,
1956 by way of commission to Non-Executive Directors.
Details of compensation paid/payable to Non-Executive Directors during the year are as under:
* Mr. B.S. Nagesh was elevated as a Vice Chairman of Company w.e.f. 18th August, 2009.
Details of remuneration paid/payable to Mr. B. S. Nagesh, then Managing Director for the period from April 1, 2009 to August 17, 2009
and Mr. Govind Shrikhande, President & CEO & Executive Director, for the financial year 2009-10 is as under:
(Rs. in lacs)
Name of Directors Salary and Bonus Perquisites Contribution to Provident Total
(Rs.) (Rs.) Fund (Rs.) (Rs.)
The Company had made applications to the Central Government for payment of remuneration to its executive directors in excess of the
limits laid down in sections 198 and 309 of the Companies Act, 1956, read with schedule XIII of the Act for the financial years 2007-2008
and 2008-2009. The Central Government has approved payments aggregating to Rs. 311.96 lacs on 15th April, 2010 for the excess
remuneration paid to the directors. The excess payment aggregating to Rs. 244.06 lacs will be shortly recovered from the directors.
Details of grant of stock options to and exercise of stock options by Mr. B. S. Nagesh, Vice Chairman under the following ESOP Schemes
is as under:
Scheme Date of Options Options vested Grant price per Fair value on the Vesting period
Grant Granted and exercised equity share (Rs.) date of grant (Rs.)
ESOP-III 01.05.04 22,560 22,560 150 181 3 years
ESOP-IV 01.02.05 13,980 13,980 240 248 39 months
ESOP-V-1 28.12.05 11,353 3,405 384 429 3 years
ESOP 2008-1 29.04.09 50,000 0 110 110 38 months
Details of grant of stock options to and exercise of stock options by Mr. Govind Shrikhande, President & CEO & Executive Director under
the following ESOP Schemes is as under:
Scheme Date of Options Options vested Grant price per Fair value on the Vesting period
Grant Granted and exercised equity share (Rs.) date of grant (Rs.)
Mr. Prashant Mehta, Vice President - Legal & Company Secretary of the Company has been designated as the Compliance Officer.
During the year, the Company has received one Communication/grievance, which was attended and resolved to the satisfaction of the
Shareholder. No grievances were pending at the year end.
Subsidiary Companies
Clause 49 of Corporate Governance defines a ‘material non-listed Indian subsidiary’ as an unlisted subsidiary, incorporated in India, whose
turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth respectively, of the
listed holding company and its subsidiaries in the immediately preceding accounting year. In this regard, the Company does not have any
material non-listed Indian subsidiary.
The Board of Directors of the Company reviews every quarter the financial statements and minutes of Board Meetings of unlisted
subsidiary companies.
2008-2009 29th July, 2009 2.30 p.m. R. D. National College & No special resolution has been passed.
W. A. Science College,
(College Auditorium),
Linking Road, Bandra (West),
Mumbai 400 050.
2007-2008 29th July, 2008 2.30 p.m. R. D. National College & • Appointment of Mr. Govind Shrikhande
W. A. Science College, as Whole-time Director for a period of
(College Auditorium), 3 years w.e.f. July 29, 2009.
Linking Road, Bandra (West), • Employee Stock Option Scheme –
Mumbai 400 050. ESOPs to employees of Company and
Subsidiaries.
• Modification to earlier ESOP
Schemes.
• Ratification of Right Issue of shares.
2006-2007 28th July, 2007 3.00 p.m. R. D. National College & Revision in the “objects of the issue” and
W. A. Science College, consequent utilization of monies raised by
(College Auditorium), the Company in its Initial Public Offering.
Linking Road, Bandra (West),
Mumbai 400 050.
Postal Ballot
As per section 192A of the Companies Act, 1956 during the year 2009-10, the following special resolutions were passed by members
through postal ballot on June 29, 2009 and December 16, 2009. Details of the postal ballot process followed in these regard are as
under:
1. Results of Postal Ballot announced on June 29, 2009
Approval of members was sought for following Special Resolutions:
1. Making investment, placing inter corporate deposit, or give guarantees and/or provide security(s) in specified bodies corporate
from time to time under section 372A of the Companies Act, 1956;
2. Waiver of the requirement of repayment of excess remuneration paid by the Company in case of Mr. B. S. Nagesh, Managing
Director of the Company for the financial year 2007-08 and 2008-09;
3. Waiver of the requirement of repayment of excess remuneration paid by the Company in case of Mr. Govind Shrikhande,
Executive Director and CEO of the Company for the financial year 2007-08 and 2008-09;
4. Payment of remuneration to Mr. Govind Shrikhande, Executive Director & Chief Executive Officer of the Company for the period
from April 1, 2009 up to July 28, 2009;
5. Re-appointment of Mr. Govind Shrikhande as “Executive Director & CEO” of the Company and
6. Continue to remain appointed and payment of remuneration to Mr. B. S. Nagesh, Managing Director of the Company for the
financial year 2009-10.
Voting Pattern and Procedure for Postal Ballot
1. The Board of Directors of the Company at its meeting held on April 29, 2009 appointed Mr. V. Sundaram, Practising Company
Secretary as a Scrutinizer for conducting the voting though Postal Ballot.
2. All postal ballot forms received upto June 27, 2009, the last date for receiving the postal ballot forms from shareholders were
considered for scrutiny. Envelopes received after this date were not considered for scrutiny.
3. The results of the Postal Ballot was announced on June 29, 2009 at the Registered Office of the Company. The details of voting
are as follows:
In favour Against
Total No. of
Particulars No. of No. of No. of No. of
Shares
Postal Ballot Votes in % Postal Ballot Votes %
Forms Favour of Forms Against
1. To offer, issue and allotment of upto 4,000,000 Equity Shares and/or Securities convertible into upto 4,000,000 equity shares
of the Company, in one or more tranches, by way of Qualified Institutional Placement (“QIP”) to Qualified Institutional Buyers
(“QIBs”) as defined in the Securities & Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
(“SEBI ICDR Regulations”), whether or not such investors are existing members of the Company.
2. To offer, issue and allot to the promoters and promoter group, in one or more tranches, by way of preferential issue, of upto
4,000,000 warrants, each warrant being convertible into one equity share of Rs. 10/- each at the price determined in accordance
with Chapter VII of the SEBI ICDR Regulations, on such terms and conditions as may be deemed appropriate by the Board at its
absolute discretion.
1. The Board of Directors of the Company at its meeting held on November 14, 2009 appointed Ms. Rashmi Bhide of
M/s. V Sundaram & Co., Practising Company Secretaries as a Scrutinizer for conducting the voting though Postal Ballot.
2. All postal ballot forms received upto December 15, 2009, the last date for receiving the postal ballot forms from shareholders
were considered for scrutiny. Envelopes received after this date were not considered for scrutiny.
3. The results of the Postal Ballot was announced on December 16, 2009 at the Registered Office of the Company. The details of
voting are as follows:
In favour Against
Total No.
Particulars No. of No. of
No. of No. of of Shares
Postal Ballot % Postal Ballot %
Votes Votes
Forms Forms
The Company proposes to seek approval of members on June 21, 2010, through postal ballot in respect of the following:
1. Making investment in securities by subscription/ purchase or otherwise / loans or advances/ guarantee/ security(ies) etc. in Hypercity
Retail (India) Ltd; upto an extent of Rs. 200 Crores under Section 372A of the Companies Act, 1956.
2. To handover ‘Crossword’ business to Crossword Bookstores Limited, a wholly owned subsidiary of the Company under Section
293(1)(a) of the Companies Act, 1956.
3. To delete the existing Article 150 – ‘Common Seal’ of the Articles of Association of the Company and substituting it with a new
Article under Section 31 of the Companies Act, 1956.
Means of Communication
• The quarterly results are published within 48 hours of the Board Meeting, in prominent daily newspapers viz. Economic Times and
Maharashtra Times and the same are also posted on the Company’s website immediately. At the end of each quarter, the Company
does a Conference call with the analysts in order to clarify their doubts and queries.
• The domain name of the Company’s website is www.shoppersstop.com and upto date financial results, official press releases and
the other information about the Company and its businesses are available on the website.
• Presentations made to the institutional investors or to the analysts are immediately posted on Company’s website in order to share
the information with public at large.
(7) Stock Market Data for the period – 1 April, 2009 to 31 March, 2010
Share price performance in comparison on BSE:
575 15500
475 14000
Amount (Rs.)
Sensex
375 12500
275 11000
175 9500
75 8000
Apr May June July Aug. Sept. Oct. Nov. Dec. Jan. Feb. Mar.
5500
560
5000
460
Amount (Rs.)
4500
Nifty
360
4000
260
3500
160
3000
60 2500
Apr May June July Aug. Sept. Oct. Nov. Dec. Jan. Feb. Mar.
Southern Region
1. Garuda Star Mall, Magrath Road, Ashok Nagar, Bengaluru - 560 025
2. Commerce@Mantri, Bannerghatta Road, Bengaluru - 566 076
3. Plot No. 1-11-251/1, Alladin Mansion, Begumpet, Hyderabad - 500 016
4. No. 2, Harrington Road, Chetpet, Chennai - 600 031
5. 1, Sampige Road, Next to Mantri Greens, Before Sampige Theatre, Malleshwaram,
Bengaluru - 560 003
6. GVK One Mall, Road No. - 01, Banjara Hills, Hyderabad - 500 034
7. Inorbit Mall, Hi Tech City, Madhapur, Opp. I-Lab, Hyderabad - 500 081
8. HomeStop, Raheja Point No. 17/2, Magrath Road, Bengaluru - 560 025
Northern Region
1. Gaurav Towers 2, Plot No. 2, Indira Palace, Malviya Nagar, Jaipur - 302 017
2. Ansal Plaza, Hudco Palace, Andrews Ganj, Khelgaon Marg, New Delhi - 110 049
3. The Metropolitan Mall, Mehrauli-Gurgaon Road, Gurgaon, Haryana - 122 002
4. Shipra Mall, Shipra Suncity, 9 Vaibhav Khand, Indirapuram, Ghaziabad - 201 012
5. HomeStop, Plot No. A/3, Select City Walk, District Centre, Saket, New Delhi - 110 017
6. E - City Mall, Opp. Paryatan Bhavan, Beside Eldeco Green Compound, Gomti Nagar,
Lucknow - 226 010
7. Eros Mall, Plot no. 10, Shivaji Palace, District Centre, Raja Garden, New Delhi - 110 027
8. The Great India Palace, Plot No : 2, Sector 38 - A, New Okhla Industrial Development
Area, District - Gautam Budh Nagar, Noida, Uttar Pradesh - 201301
9. Plot No. 2, MGF Metropolitan Saket, District Centre Saket, Sector II, New Delhi - 110 017
10. Khasra No. 1/1/2, Jhotwara Road, Suncity Triton, Chomu Circle, Village Bassi, Sitarampura,
Tehsil Sawai, Jaipur - 302 012
11. Alpha One Mall, MBM Farm, Sultan Wing, Near Istaa Hotel, G. T. Road, Amritsar - 143 010
Eastern Region
1. 10/3, Lala Lajpat Rai Sarani (Elgin Road), Kolkata - 700 020
2. City Centre, DC - 1, Block - 1, Salt Lake, Kolkata - 700 064
3. South City Mall, 375, Prince Anwar Shah Road, Kolkata - 700 068
To,
The Members of Shopper’s Stop Limited
1. We have audited the attached Balance Sheet of Shopper’s Stop Limited (“the Company”) as at 31 March 2010, the Profit and
Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial
statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial
statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements.
An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An
audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Section
227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the
said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:
(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit;
(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;
(c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with
the books of account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in
compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;
(e) Attention is invited to note no. 23 of the Financial Statements regarding non-provision of service tax proposed to be levied by
the Finance Bill 2010, retrospectively from 1 June 2007 – Rs. 1,728 lakhs. Our audit report has not been qualified in this regard
since the Finance Bill has not yet been passed by Parliament and we are informed that the company is planning to challenge the
proposed levy in courts of law.
(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the
information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2010;
ii. in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date and
iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
5. On the basis of written representations received from the Directors as on 31 March 2010 and taken on record by the Board of
Directors, none of the Directors is disqualified as on 31 March 2010 from being appointed as a director in terms of Section 274(1)(g)
of the Companies Act, 1956.
P. B. Pardiwalla
Partner
Membership No. 40005
Place: Mumbai
Date: 28 April, 2010
iii. Details of dues of Income Tax and Sales Tax which have not been deposited as on 31 March 2010 on account of any disputes
are given below:
Name of the Statute Nature of the dues Period to which the Forum where Amounts
amount relates dispute is pending (Rs. in lacs)
The West Bengal Value Sales Tax Demand F.Y. 2005-06 Additional 27.32
Added Tax, 2003 Commissioner,
Commercial Taxes,
West Bengal
Rajasthan Value Added Sales Tax Demand F.Y. 2005-06 Assistant 26.40
Tax, 2003 Commissioner,
Commercial Taxes,
Jaipur
The Uttar Pradesh Trade Sales Tax Demand F.Y. 2006-07 Additional 19.30
Tax Act, 1948 Commissioner
(Appeals), Commercial
Tax, Ghaziabad
The Uttar Pradesh Trade Sales Tax Demand F.Y. 2006-07 Additional 339.79
Tax Act, 1948 Commissioner
(Appeals), Commercial
Tax, Ghaziabad
The Income Tax Act, 1961 Income Tax Demand F.Y. 2006-07 Commissioner of 24.01
Income Tax Appeals,
Mumbai
9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of
dues to banks.
10. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the
Company for loans taken by its joint venture companies from banks are not prima facie prejudicial to the interests of the Company.
11. In our opinion and according to the information and explanations given to us, the term loans have been applied, during the year, for
the purposes for which they were obtained.
12. According to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds
raised on short-term basis have not been used during the year for long-term investment.
13. During the year, the Company has issued optionally convertible warrants to companies covered in the Register maintained under
Section 301 of the Companies Act, 1956. The price at which these optionally convertible warrants have been issued has been
determined as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009,
which in our opinion, is not prejudicial to the interest of the Company.
14. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the
company has been noticed or reported during the year.
P. B. Pardiwalla
Partner
Membership No. 40005
Place: Mumbai
Date: 28 April, 2010
50,030.30 45,259.34
APPLICATION OF FUNDS
FIXED ASSETS 7
Gross Block 45,765.95 40,345.02
Less: Accumulated depreciation 18,666.39 16,794.42
Net Block 27,099.56 23,550.60
Capital work in progress (including Capital advances) 2,767.74 2,322.50
29,867.30 25,873.10
INVESTMENTS 8 11,967.45 9,744.56
DEFERRED TAX ASSET 26(b) 455.00 —
CURRENT ASSETS, LOANS AND ADVANCES
Inventories 9 14,989.32 14,498.10
Sundry debtors 10 1,090.90 1,129.87
Cash and bank balances 11 303.71 1,572.75
Loans and advances 12 19,112.85 17,886.96
35,496.78 35,087.68
Less: CURRENT LIABILITIES AND PROVISIONS 13
Current Liabilities 26,966.03 26,472.34
Provisions 790.20 148.36
27,756.23 26,620.70
Net current assets 7,740.55 8,466.98
PROFIT AND LOSS ACCOUNT
Balance in Profit and Loss Account — 1,476.00
Less: General Reserve deducted as per contra — 301.30
— 1,174.70
50,030.30 45,259.34
The accompanying notes 1 to 36 are an integral part of the financial statements.
As per our attached report of even date. For and on behalf of the Board of Directors
For Deloitte Haskins & Sells C. L. Raheja Ravi Raheja Govind S. Shrikhande
Chartered Accountants Chairman Director Customer Care Associate &
President & Chief Executive
Officer & Executive Director
P. B. Pardiwalla C. B. Navalkar Prashant Mehta
Partner Customer Care Associate & Customer Care Associate &
Mumbai, Dated: 28 April, 2010 Group Chief Financial Officer Company Secretary &
Vice President - Legal
For Deloitte Haskins & Sells C. L. Raheja Ravi Raheja Govind S. Shrikhande
Chartered Accountants Chairman Director Customer Care Associate &
President & Chief Executive
Officer & Executive Director
P. B. Pardiwalla C. B. Navalkar Prashant Mehta
Partner Customer Care Associate & Customer Care Associate &
Mumbai, Dated: 28 April, 2010 Group Chief Financial Officer Company Secretary &
Vice President - Legal
1. COMPANY BACKGROUND
Shopper’s Stop Limited (‘SSL’ or ‘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. As at 31 March 2010, the Company
operated through 34 such departmental stores (including HomeStop) located in different cities of India.
The financial statements have been prepared under the historical cost convention and in accordance with Generally Accepted
Accounting Principles and the provisions of the Companies Act, 1956.
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.
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:
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 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: up to 31 March 2009 – 3 to 5 years,
from 1 April 2009 – 6 years.
Impairment of Assets
An asset is considered as impaired in accordance with Accounting Standard 28 on Impairment of Assets when at the 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 recognize 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 realization or collection.
Retail sales are recognized 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. Value Added Tax and Sales 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 sponsors
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 realizable 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.
g) Employee Benefits
Compensation to employees for services rendered is measured and accounted for in accordance with Accounting Standard 15
on Employee Benefits.
Employee Benefits such as salaries, allowances, non-monetary benefits and employee benefits under defined contribution plans
such as provident and other funds, which fall due for payment within a period of twelve months after rendering service, are
charged as expense to the profit and loss account in the period in which the service is rendered.
Employee Benefits under defined benefit plans and other long term employee benefits such as gratuity and compensated
absences which fall due for payment after completion of employment or after a period of twelve months from rendering service,
are measured by the projected unit credit method, on the basis of actuarial valuations carried out by third party actuaries at
each balance sheet date. The company’s obligations recognized in the balance sheet represent the present value of obligations
as reduced by the fair value of plan assets, where applicable.
Actuarial Gains and losses are recognized immediately in the Profit and Loss Account.
h) Operating Lease
Operating Lease payments are recognized as an expense in the Profit & Loss Account on a straight-line basis or other bases,
representative of the time pattern of the user’s benefit.
i) 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.
j) Foreign Currency Transactions
Transactions in foreign currencies are accounted at the prevailing rates of exchange on the date of transaction.
Monetary items denominated in foreign currencies, are restated at the prevailing rates of exchange at the Balance Sheet date.
All gains and losses arising out of fluctuations in exchange rates are accounted for in the Profit and Loss Account.
Exchange differences on forward exchange contracts, entered into for hedging foreign exchange fluctuation risk in respect of an
existing asset/liability, are recognized in the Profit and Loss Account in the reporting period in which the exchange rate changes.
Premium/Discount on forward exchange contracts are treated as an expense/income over the life of the contract.
k) 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.
At each balance sheet date the company re-assesses the unrecognized deferred tax asset and to the extent that it has
become reasonably or virtually certain (in accordance with Accounting Standard 22) that sufficient future taxable income will
be available against which such deferred tax asset can be realized, recognizes the previously unrecognized deferred tax asset.
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.
l) 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.
m) Earnings Per Share
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.
n) Cash Flow Statement
The Cash Flow Statement 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 unencumbered bank balances.
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. Disclosure is not made if the possibility of an outflow of future economic
benefits is remote. Provision is made if it becomes probable that an outflow of future economic benefits will be required
to settle the obligation.
Mar-10 Mar-09
3. SHARE CAPITAL
Authorised:
100,000,000 Equity shares of Rs. 10/- each 10,000.00 10,000.00
General Reserves
Balance, at beginning of the year 301.30 301.30
Add: Transferred from Profit and Loss Account 251.15 —
Less : Debit balance in Profit and Loss Account deducted as per contra — 301.30
552.45 —
5. SECURED LOANS
From Banks
Term Loans (Refer note below) 9,668.12 12,017.45
Cash Credit Facilities (Refer note below) 967.27 304.76
Working Capital Demand Loans (Refer note below) 7,005.69 5,500.00
17,641.08 17,822.21
Note:
Term Loans, Cash Credit Facilities and Working Capital Demand Loans are secured by a first charge on all movable tangible properties
and an exclusive lien on lease deposits and on all current assets of the Company, both present and future.
6. UNSECURED LOANS
Short term Loan from Banks — 2,954.10
From Subsidiary Company 1,500.00 —
1,500.00 2,954.10
Computers 4,181.94 835.54 9.09 5,008.39 3,058.74 272.26 6.23 3,324.77 1,683.62 1,123.20
for the year ended 31 March, 2010
31 Mar-10 31 Mar-09
Employee Costs 207.78 389.39
Travelling 72.25 81.95
Insurance 0.40 0.78
Interest 1.63 39.42
Consultation and Registration Fees 3.94 6.66
Other Expenses 11.56 6.72
Total 297.56 524.92
iii) As a result of a review of the useful lives of fixed assets (Refer note 2 (c)), the unamortized depreciable amounts have been charged over the revised remaining useful life
of the assets. Consequently, the depreciation charge for the year ended 31 March 2010 is lower by Rs. 3,190.22 lacs.
Shopper's Stop Ltd.
Notes to Financial Statements
for the year ended 31 March, 2010 Shopper's Stop Ltd.
Mar-10 Mar-09
8. INVESTMENTS (Trade, long term at cost, unquoted)
In Subsidiary Companies:
Shoppers’ Stop Services (India) Limited
50,000 Equity shares of Rs. 10/- each Fully Paid 5.00 5.00
Less: Provision for diminution in value of investment (5.00) (5.00)
— —
Upasna Trading Limited
5,000 Equity shares of Rs.100/- each Fully Paid 5.00 5.00
Less: Provision for diminution in value of investment (5.00) (5.00)
— —
Shoppers’ Stop.Com (India) Limited
50,000 Equity shares of Rs. 10/- each Fully Paid 5.00 5.00
Less: Provision for diminution in value of investment (5.00) (5.00)
— —
Gateway Multichannel Retail (India) Limited
25,500 Equity shares of Rs.10/- each Fully Paid 2.55 2.55
Less: Provision for diminution in value of investment (2.55) (2.55)
— —
Crossword Bookstores Limited
95,62,500 Equity shares of Rs.10/- each Fully Paid 2,505.93 2,505.93
100,00,000 5.5% Cumulative Reedemable
Preference Shares of Rs.10/- each Fully Paid 1,000.00 1,000.00
In Joint Venture Companies:
Timezone Entertainment Private Limited
80,89,214 (Previous year 71,70,290)
Equity shares of Rs. 10/- each Fully Paid 808.92 717.03
Nuance Group (India) Private Limited
364,10,000 (Previous year 246,00,000)
Equity shares of Rs. 10/- each Fully Paid 3,641.00 2,460.00
In Associate Company:
Hypercity Retail (India) Limited
1,80,500 Equity shares of Rs. 10/- each Fully Paid 20.49 20.49
399,00,000 (Previous year 304,00,000), 7% Cumulative Redeemable 3,990.00 3,040.00
Preference Shares of Rs. 10/- each Fully paid
Others:
Stargaze Properties Private Limited
1,000 Equity shares of Rs. 10/- each Fully paid 0.10 0.10
Retailers Association of India
10,000 Equity shares of Rs. 10/- each Fully paid 1.00 1.00
Aesthetic Realtors Private Limited
66 Equity shares of Rs. 10/- each Fully Paid 0.01 0.01
11,967.45 9,744.56
9. INVENTORIES
(At lower of cost and Net realisable value)
Retail merchandise 14,989.32 14,498.10
Mar-10 Mar-09
10. SUNDRY DEBTORS
(unsecured)
Debts outstanding for more than 6 months
Considered good 81.91 118.02
Considered doubtful 46.40 12.40
Other Debts, considered good 1,008.99 1,011.85
1,137.30 1,142.27
Less: Provision for doubtful debts 46.40 12.40
1,090.90 1,129.87
11. CASH AND BANK BALANCES
Cash on hand (including cheques on hand) 155.09 120.10
Balances with scheduled banks:
In Current Accounts 125.75 1,432.95
In Margin Money accounts (under lien against bank guarantee) 22.87 19.70
303.71 1,572.75
12. LOANS AND ADVANCES
(unsecured, considered good unless otherwise stated)
Loans (including accrued interest)
To subsidiaries 2,335.70 2,534.38
To other group companies 4,470.62 1,158.50
Due from suppliers 1,233.47 1,343.38
Advances recoverable in cash or in kind or for value to be received:
Premises and other deposits 10,333.87 10,547.50
Service Tax Input Credits available 1,025.34 1,585.60
Prepayments 510.40 566.90
Income taxes paid (net of provision for tax) 699.60 1,071.80
Others 1,193.68 1,562.70
21,802.68 20,370.76
Less: Provision 2,689.83 2,483.80
19,112.85 17,886.96
Notes:
i) Considered Good 19,112.85 17,886.96
Considered Doubtful 2,689.83 2,483.80
21,802.68 20,370.76
ii) Loans and advances include amount due from directors
(Refer note 33(e)(i)) 244.06 556.00
Maximum amount outstanding during the year 556.00 583.90
Mar-10 Mar-09
13. CURRENT LIABILITIES AND PROVISIONS
Current liabilities
Sundry creditors (see notes below)
Total outstanding dues of Micro enterprises and Small enterprises — —
Total Outstanding Dues of creditors other than Micro enterprises
and Small enterprises 26,082.10 25,538.41
Security deposits 261.84 115.30
Other Liabilities 622.09 818.63
26,966.03 26,472.34
Provisions
For Proposed Dividend 523.72 —
For Corporate Dividend Tax 86.99 —
For Leave Encashment 179.49 148.36
790.20 148.36
27,756.23 26,620.70
Notes:
i) Sundry Creditors include amounts due to wholly owned subsidiaries:
Shoppers’ Stop Services (India) Limited Rs. 2.67 lacs (Previous Year Rs. 2.73 lacs)
Shoppers’ Stop.Com (India) Limited Rs. 2.04 lacs (Previous Year Rs. 2.28 lacs)
Upasna Trading Limited Rs. 65.07 lacs (Previous Year Rs. 74.99 lacs)
ii) The Company has not received any intimation from “suppliers” under the
Micro Small and Medium Enterprises Development Act, 2006 and therefore
disclosures, if any, relating to amounts unpaid as at the year end together with
interest paid/payable as required under the said Act have not been given.
Mar-10 Mar-09
17. EMPLOYEE COSTS
Salaries, allowances and bonus 8,190.08 7,957.10
Contribution to Provident and other funds 368.87 396.90
Stock compensation expense — 5.30
Staff welfare expenses 199.60 228.70
8,758.55 8,588.00
20. Retail Turnover in the Profit and Loss Account indicates the gross volumes of
business and operations.
Mar-10 Mar-09
22. Contingent liabilities in respect of:
a) Guarantee given for loan taken by Joint venture companies from banks 4,490.00 5,090.00
b) Contingent contractual claims 236.19 239.20
c) Disputed Income tax matters in appeal 245.42 51.60
d) Disputed sales tax matters in appeal 428.63 43.63
e) Disputed Customs Duty 24.00 24.00
The agreements are executed for periods ranging from 33 to 288 months with a non cancellable period at the beginning of the
agreement ranging from 33 to 108 months and having a renewable clause.
Number of Contracts 5 4
Type Buy Buy
GBP Equivalent (in lacs) 6.26 4.92
INR Equivalent (in lacs) 451.00 358.44
Payable for purchase of Merchandise 244.33 GBP 3,60,303 310.52 GBP 4,26,178
82.24 USD 1,82,728 5.89 USD 11,561
Payable towards Royalty 59.70 USD 1,32,646 67.25 USD 1,32,000
31.92 GBP 47,065 127.30 GBP 174,772
Receivable on account of Royalty 21.67 GBP 31,960 54.60 GBP 75,000
b) During the year, the following employee share based payment plans were formulated by the Company. The compensation cost
of stock options granted to employees is calculated using the intrinsic value of the stock options.
2009-10 2008-09
Date of grant 29.04.2009 24.03.2010 — —
Number of option granted 516,400 200,000 — —
Contractual life 6 years 6 years — —
2 months
Vesting Schedule (from the date of grant)
First Year 30% 30% — —
Second Year 30% 30% — —
Third Year 40% 40% — —
Method of settlement Equity Equity — —
Estimated Fair Values (Arrived at by applying
Black Scholes Option Pricing Model) Rs. 42.13 171.05 — —
Model inputs (share price at the grant date) Rs. 111.50 379.40 — —
Exercise Price Rs. 110.00 382.00 — —
Expected Volatility 47.92% 53.32% — —
Risk free rate of return 5.38% - 7.38% —
c) The weighted average contractual life of the options outstanding is 5.17 years
d) Other information regarding employee share-based payment plans is as below:
Mar-10 Mar-09
i) Expense arising from employee share based payment plans — 5.30
ii) Impact on PAT if fair value method had been used instead of Intrinsic Value Method 1,088.39 (528.40)
iii) EPS if fair value method have been used instead of Intrinsic Value Method (Rs.)
– Basic 17.53 (19.78)
– Diluted 17.43 (19.78)
iv) Closing balance of ESOP 20.14 31.82
The Company's share in the assets, liabilities, income and expenses (without elimination of inter company transactions) related to
its interest in the joint ventures are:
Mar-10 Mar-09
I. ASSETS
1. Fixed Assets including Capital Work in Progress (Net) 1,939.77 2,475.53
2. Investments (Rs. 5,000) 0.02 0.02
3. Current Assets, Loan and Advances
a) Inventories 915.80 1,351.26
b) Sundry Debtors 112.52 507.81
c) Cash and Bank Balances 449.19 421.91
d) Loans and Advances 1,807.30 2,516.65
II. LIABILITIES
1. Loan Funds
a) Secured Loan 2,276.04 3,428.55
b) Unsecured Loans 90.83 —
2. Current Liabilities and Provisions
a) Liabilities 1,411.30 1,997.57
b) Provisions 23.12 30.11
III. INCOME
Revenue 4,142.50 2,749.42
IV. EXPENSES
Operational Expenses 4,816.27 2,954.82
Interest 338.31 301.59
Depreciation/Amortisation 561.24 394.36
V. Contingent Liabilities 161.82 416.40
Note 1: The company’s share in the assets, liabilities, income and expenses in Nuance Group (India) Private Limited is based on the
audited financials for the year ended 31 December 2009.
Note 2: The company’s share in the assets, liabilities, income and expenses in Timezone Entertainment Private Limited is based on the
management certified accounts for the year ended 31 March 2010.
Net Liability — —
The company expects to contribute Rs. 83.29 lacs to its Gratuity plan for the next year.
In assessing the Company’s Post Retirement Liabilities, the Company monitors mortality assumptions and uses up-to-date mortality
tables. The base being the LIC 1994-96 ultimate tables.
Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during
the estimated term of the obligations.
The estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
The gratuity benefit scheme of the Company is managed by Life Insurance Corporation of India (LIC). The Company is currently awaiting
the details of the composition of the plan assets, by category, from the LIC for the current and the previous years and hence the
disclosures as required by Accounting Standard (AS) 15 on Employee Benefits have not been given.
Other disclosures:
Particulars 31 March 2010 31 March 2009 31 March 2008
Present Value of the Defined Benefit Obligation 262.51 280.43 192.60
Fair Value of the Plan Assets 262.51 280.43 192.60
Surplus/(Deficit) in the Plan — — —
Experience Adjustments arising on Plan Liabilities – Gain (49.45) (0.44) —
Experience Adjustments arising on Plan Assets – Loss (16.45) (15.81) —
The Company adopted revised Accounting Standard 15 on Employee Benefits from the financial year commencing 1 April 2007.
(All amounts in Rs. lacs, unless otherwise stated)
Mar-10 Mar-09
33. Supplementary Statutory data
a) Value of Imports on CIF Basis:
Computer software 2.89 62.20
Computer Hardware 51.40 —
Furniture, Fixtures and Electrical Items 400.04 420.40
Purchase of Merchandise 2,208.15 2,633.62
2,662.48 3,116.22
b) Expenditure in Foreign Currency (on payment basis):
Travelling expenses 25.15 45.77
Subscription and membership 34.42 14.30
Computer consultancy 106.70 98.60
Professional fees 28.21 165.40
Royalty 454.65 252.30
Reimbursement of other expenses 7.18 18.60
Others 68.24 34.30
724.55 629.27
c) Earnings in Foreign Exchange (On receipt basis):
Foreign currency and foreign credit card collection on sale of merchandise 4,164.29 4,332.70
Royalty 60.11 59.87
4,224.40 4,392.57
d) Payments to Auditors (Excluding service tax):
i) Audit fees 25.00 25.00
ii) Other matters 2.00 10.15
iii) Out of pocket expenses 0.28 0.60
27.28 35.75
e) Payments to Directors:
i) Executive Directors:
Salary, allowance and bonus 426.45 76.06
Contribution to Provident and other Funds 7.76 17.42
Perquisites 40.71 19.94
474.92 113.42
The Company made applications to the Central Government for payment
of remuneration to its executive directors in excess of the limits laid
down in sections 198 and 309 of the Companies Act, 1956, read with
schedule XIII of the Act for the financial years 2007-2008 and 2008-
2009. The Central Government has approved payments aggregating to
Rs. 311.96 lacs on 15 April 2010 for the excess remuneration paid to
the directors. The excess payment aggregating to Rs. 244.06 lacs will be
shortly recovered from the directors. (Note no. 12)
ii) Non-executive directors:
– Commission 10.00 —
– Sitting Fees 7.00 6.60
*The Company depreciates fixed assets based on estimated useful lives that are
lower than those implicit in Schedule XIV of the Companies Act, 1956 (Refer note
2(c)). Based on a legal opinion, the rates of depreciation used by the Company
for the purposes of determination of profits under section 349 for the year are the
minimum prescribed by Schedule XIV.
Commission to Non Executive Directors - 1% of net profits: Rs. 65.16 lacs restricted to Rs. 10 lacs.
g) Quantitative details of opening stock, purchases, sales and closing stock (excluding consignment merchandise)
For the year ended 31 March 2010. (Quantity in '000s)
34. The Company allotted 4,000,000 warrants to Promoters on 29 December 2009. Each warrant is convertible at the option of the
Promoters, into one Equity share at a price of Rs. 307.18/- at any time before the expiry of 18 months from the date of allotment.
35. Exceptional item
The Board of Directors of Gateway Multichannel Retail (India) Limited (Gateway) had in January 2009 decided to discontinue
operations and the company had therefore made a provision for its investments and loans and advances aggregating to Rs. 2,486.40
lacs in the previous year. The impairment charge was disclosed as an “Exceptional item” in the Profit and Loss Account. During the
year the company has recovered Rs. 187.72 lacs from Gateway and has accordingly disclosed the credit under the “Exceptional
item” line.
36. Figures of the previous year are regrouped and reclassified wherever necessary to correspond to the figures of the current year.
I. Registration Details:
Registration No. 1 1 - 1 0 8 7 9 8 State Code 1 1
Balance Sheet Date 3 1 0 3 1 0
D a t e Month Y e a r
II. Capital raised during the year (Amount in Rs. Thousands):
Public Issue Right Issue
– – – – – –
Bonus Issue Optionally Convertible Warrants
– – – 3 0 7 1 8 0
III. Position of Mobilisation and Deployment of Funds (Amounts in Rs. Thousands):
Total Liabilities Total Assets
5 0 0 3 0 3 0 5 0 0 3 0 3 0
Sources of Funds
Paid-up Capital Reverse & Surplus
3 4 9 1 4 3 2 4 3 2 5 9 9
Secured Loans Unsecured Loanss
1 7 6 4 1 0 8 1 5 0 0 0 0
Application of Funds
Net Fixed Assets Investments
2 9 8 6 7 3 0 1 1 9 6 7 4 5
Net Current Assets Deferred Tax Asset
7 7 4 0 5 5 4 5 5 0 0
Accumulated Losses
– – –
IV. Performance of Company (Amount in Rs. Thousands):
Turnover (Gross Revenue) Total Expenditure
1 4 1 1 8 1 2 5 1 3 4 8 0 1 9 4
+ – Profit/Loss Before Tax + – Profit/Loss After Tax
+ 6 5 6 7 0 3 + 5 0 2 3 0 5
(Please tick Appropriate box + for Profit – for Loss)
Earnings per Share in Rs. Dividend
1 4 . 4 0 1 5 %
V. Generic Names of Three Principal Products/Services of Company (as per Monetary Terms):
Item Code No. (ITC Code) N A
Product Description
Item Code No. (ITC Code) N A
Product Description
Item Code No. (ITC Code) N A
Product Description
Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 relating to Subsidiary Companies
(Rs. in Lacs)
Name of the Subsidiary Crossword Upasna Trading Shopper's Stop.Com Shopper's Stop Gateway
Companies Bookstores Limited (India) Limited Services (India) Multichannel Retail
Limited Limited (India) Limited
Holding Company’s 95,62,500 5,000 Equity 50,000 Equity Shares 50,000 Equity 25,500 Equity
interest: Equity Shares Shares of of Rs. 10/- each fully Shares of Shares of Rs. 10/-
No. of Equity Shares Held of Rs. 10/- each Rs. 100/- each paid up. Rs. 10/- each each fully paid up.
fully paid up. fully paid up. fully paid up.
The “Financial Year” of 31st March, 31st March, 31st March, 31st March, 31st March,
the Subsidiary Company 2010 2010 2010 2010 2010
ended on
Net aggregate amount of the Subsidiary Company’s profits/(losses) dealt with in the Holding Company’s accounts
Net aggregate amount of the Subsidiary Company’s profits/(losses) not dealt with in the Holding Company’s accounts
Sr. No. Name of Subsidiary Reporting Share Reserves Total Total Investments Turnover/ Profit / Provision Profit / Proposed Country
Company Currency Capital Assets* Liabilities** Total (Loss) Before for (Loss) After Dividend
Income Taxation Taxation Taxation
2. Upasna Trading Limited INR 500.00 1,775.00 18,195.00 18,195.00 — 65,042.00 5,295.00 3,143.00 2,152.00 — India
3. Gateway Multichannel INR 500.00 — 7,745.00 7,745.00 — 6,392.00 (1,580.00) — (1,580.00) — India
Retail (India) Limited
4. Shopper’s Stop INR 500.00 340.03 980.16 980.16 — 775.00 102.96 72.00 30.96 — India
Financial Information of Subsidiary Companies
* Total Assets = Fixed Assets + Investments + Deferred Tax Assets + Current Assets
** Total Liabilities = Share Capital + Reserves – Profit & Loss (Dr. Balances) + Loan Funds + Current Liabilities
Shopper's Stop Ltd.
Shopper's Stop Limited
Consolidated Financial Statements
2009-10
To,
1. We have audited the attached group Consolidated Balance Sheet of Shopper’s Stop Limited (the Company) as at 31 March 2010
and also the group Consolidated Profit and Loss Account and the group Consolidated Cash Flow Statement for the year ended on
that date annexed thereto. These consolidated financial statements are the responsibility of the Company’s management and have
been prepared by the management on the basis of separate financial statements and other financial information relating to the
components. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements.
An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. We did not audit the financial statements of certain components which have been audited by other auditors whose reports have
been furnished to us by the Company’s management and our opinion in so far as it relates to the amounts included in respect of
these components is based solely on the reports of the other auditors:
a) Subsidiary companies whose financial statements reflect total assets of Rs. 690.64 lakhs as at 31 March 2010, total revenues of
Rs. 593.40 lakhs and total cash flows of Rs. 109.52 lakhs for the year ended 31 March 2010, as considered in the Consolidated
Financial Statements.
b) An associate company in respect of which the group’s share of loss is restricted to the value of its investment.
4. We did not audit the financial statement in respect of a joint venture company whose financial statements are based on unaudited
financial information/estimates and as certified by the management on which we have relied for the purposes of our examination of
the consolidated financial statements, (reference is invited to note 1(c)). The joint venture company’s financial statements reflect
the group’s share of total assets of Rs. 358.32 lakhs as at 31 March 2010, total revenues of Rs. 731.71 lakhs and total cash flows
of Rs. 3.48 lakhs for the year ended 31 March 2010.
5. Attention is invited to note no. 23 of the Financial Statements regarding non-provision of service tax proposed to be levied
by the Finance Bill 2010 retrospectively from 1 June 2007 – Rs. 1,805.54 lakhs. Our audit report has not been qualified in
this regard since the Finance Bill has not yet been enacted. We are informed that the company is planning to challenge the
proposed levy in a court of law.
a) We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements
of Accounting Standard 21 (Consolidated Financial Statements), Accounting Standard 23 (Accounting for Investment
in Associates in Consolidated Financial Statements) and Accounting Standard 27 (Financial Reporting of Interests in Joint
Ventures) as notified under the Companies (Accounting Standards) Rules, 2006.
b) Based on our audit and on consideration of the separate audit reports on individual financial statements of the Company, its
aforesaid subsidiaries, joint venture and associate entities and unaudited financial information/estimates as certified by the
management of a joint venture company and to the best of our information and according to the explanations given to us, in our
opinion, the Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally
accepted in India:
i) in the case of the Consolidated Balance Sheet, of the state of affairs of the group as at 31 March, 2010;
ii) in the case of the Consolidated Profit and Loss Account, of the profit of the group for the year ended on that date and
iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the group for the year ended on that date.
P. B. Pardiwalla
Partner
Membership No. 40005
Place : Mumbai
Date : 28 April, 2010
1. BACKGROUND
The Consolidated Financial Statements of the group – the parent company, Shopper’s Stop Limited (‘SSL’ or ‘the Company’) and all
its subsidiaries – include financial information, as applicable of its other components viz. joint venture and associate companies.
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.
The following components are included in the consolidation:
(a) The Company has the following subsidiaries incorporated in India:
Investments in Associates are accounted for using the Equity Method in accordance with Accounting Standard 23 on “Accounting
for Investments in Associates in Consolidated Financial Statements”. Unrealised profits and losses resulting from transactions
between the Company and the Associates are eliminated to the extent of the Company’s interest in the Associate.
For the purpose of consolidation, the financial statements of the Subsidiaries, Joint Venture Companies and Associates are
drawn up to 31 March 2010 which is the same reporting period of the Company except for the financial statements of Nuance
Group (India) Private Limited, a Joint Venture company whose accounts for the year ended 31 December 2009 have been
considered for the purpose of consolidation. Adjustments are made for the effect of significant transactions or other events that
occurred between 1 January 2010 till 31 March 2010.
The excess of the cost of investment in Subsidiary, Joint venture and Associate Companies over the parents’ portion of equity
is recognized in the financial statements as goodwill. When the cost to the parent of its investment in Subsidiary, Joint Venture
and Associate Companies is less than the parents’ portion of equity, the difference is recognized in the financial statements as
capital reserve.
b) Uniform Accounting Policies
SSL and its Subsidiaries, Associate Companies and Joint Venture Companies, in preparing their standalone annual financial
statements, have adopted uniform accounting policies, except in the amortization of Trademarks, Copyrights and Goodwill by
Crossword Bookstores Limited. However, the Consolidated Balance Sheet and Profits and Loss Account have been prepared
using the same accounting policies as adopted by SSL.
c) 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.
d) 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 cost 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:
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 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’s estimate of its useful life: up to 31 March 2009 – 3 to 5 years,
from 1 April 2009 – 6 years.
Trademarks and Patents, Copyrights and Goodwill 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 the 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.
e) Investments
Long term investments other than in associates considered for consolidation are carried at cost. Provision is made to recognize a
decline, other than temporary, in the value of investments. Investments in associates considered for consolidation are accounted
for using the equity method.
f) Revenue Recognition
Revenue is recognized where it is earned and no significant uncertainty exists as to its realization or collection.
Retail sales are recognized 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. Value Added Tax and Sales 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 sponsors’
advertisements are promoted / displayed. Facility management fees are recognised pro-rata over the period of the contract.
Franchise income is recognized in accordance with the rates specified in the franchise agreements and is based on the sales
recorded by the franchisees for the year.
g) Inventories
Inventories are valued at the lower of cost and net realisable value. Cost of inventories comprises of 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.
h) Employee Benefits
Compensation to employees for services rendered is measured and accounted for in accordance with Accounting Standard 15
on Employee Benefits.
Employee Benefits such as salaries, allowances, non-monetary benefits and employee benefits under defined contribution plans
such as provident and other funds, which fall due for payment within a period of twelve months after rendering service, are
charged as expense to the profit and loss account in the period in which the service is rendered.
Employee Benefits under defined benefit plans and other long term employee benefits such as gratuity and compensated
absences which fall due for payment after completion of employment or after a period of twelve months from rendering service,
are measured by the projected unit credit method, on the basis of actuarial valuations carried out by third party actuaries at
each balance sheet date. The company’s obligations recognized in the balance sheet represent the present value of obligations
as reduced by the fair value of plan assets, where applicable.
Actuarial Gains and losses are recognised immediately in the Profit and Loss Account.
i) Operating Lease
Operating Lease payments are recognized as an expense in the Profit & Loss Account on a straight-line basis or other bases,
representative of the time pattern of the user’s benefit.
j) 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.
k) Foreign Currency Transactions
Transactions in foreign currencies are accounted at the prevailing rates of exchange on the date of transaction.
Monetary items denominated in foreign currencies, are restated at the prevailing rates of exchange at the Balance Sheet date.
All gains and losses arising out of fluctuations in exchange rates are accounted for in the Profit and Loss Account.
Exchange differences on forward exchange contracts, entered into for hedging foreign exchange fluctuation risk in respect of an
existing asset / liability, are recognized in the Profit and Loss Account in the reporting period in which the exchange rate changes.
Premium / Discount on forward exchange contracts are treated as an expense / income over the life of the contract.
l) 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.
At each balance sheet date the company re-assesses the unrecognized deferred tax asset and to the extent that it has
become reasonably or virtually certain (in accordance with Accounting Standard 22) that sufficient future taxable income will
be available against which such deferred tax asset can be realized, recognizes the previously unrecognized deferred tax asset.
Tax on distributed profits payable in accordance with the provisions of section 115O 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.
m) 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 amortised uniformly over the vesting period of the option.
n) Earnings Per Share
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.
o) Cash Flow Statement
The Cash Flow Statement 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 unencumbered bank balances.
p) 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. Disclosure is not made if the possibility of an outflow of future economic benefits is remote.
Provision is made if it becomes probable that an outflow of future economic benefits will be required to settle the obligation.
Mar-10 Mar-09
3. SHARE CAPITAL
Authorised:
100,000,000 equity shares of Rs. 10/- each 10,000.00 10,000.00
Issued and Subscribed:
3,49,14,344 (Previous year 3,48,65,823)
equity shares of Rs. 10/- each 3,491.43 3,486.60
3,491.43 3,486.60
4. RESERVES AND SURPLUS
Securities Premium Account:
Balance at beginning of the year 20,964.61 20,959.88
Add: Received during the year 103.60 4.73
21,068.21 20,964.61
General Reserves:
Balance at beginning of the year 301.30 301.30
Transferred from Profit and Loss Account 251.15 —
Less: Debit balance in Profit and Loss Account deducted as per contra 84.66 301.30
467.79 —
6. UNSECURED LOANS
Short term Loan from banks — 2,954.10
Others 2,206.19 2,386.52
2,206.19 5,340.62
ACCUMULATED DEPRECIATION,
GROSS BLOCK NET BLOCK
AMORTISATION & IMPAIRMENT
Description As at As at As at As at As at As at
For the
1 April Additions Deductions 31 March 1 April Deductions 31 March 31 March 31 March
Trademarks and patents 1,725.66 12.22 — 1,737.88 1,409.14 165.61 — 1,574.75 163.13 316.52
Software 2,345.10 154.58 123.60 2,376.08 1,409.49 228.88 111.93 1,526.44 849.64 935.61
Total 4,070.76 166.80 123.60 4,113.96 2,818.63 394.49 111.93 3,101.19 1,012.77 1,252.13
Share in JV 2,953.47 232.32 208.14 2,977.65 547.47 561.24 57.31 1,051.40 1,926.25 2,406.00
Grand Total 45,900.70 7,391.54 3,113.88 50,178.36 19,523.41 3,807.09 2,179.50 21,151.01 29,027.35
Previous year 36,837.52 11,289.09 2,225.93 45,900.70 12,720.21 7,680.69 877.49 19,523.41 26,377.29
Capital Work in progress and advances on capital account 2,767.74 2,322.56
Share in Joint Venture 13.54 43.30
TOTAL 31,808.63 28,743.15
Notes:
1) Some of the Trademarks and Patents are pending for registration with relevant authorities and certain formalities (including for removal of objections) are under progress.
2) Additions include the following pre-opeartive expenditure incurred to date of launching new stores:
31 March 2010 31 March 2009
Employee Costs 207.78 389.39
Travelling 72.25 81.95
Insurance 0.40 0.78
Interest 1.63 39.42
Consultation Fees 3.94 6.66
Other Expenses 11.56 6.72
Share in Joint Venture — 747.80
Total 297.56 1,272.72
3) As a result of a review of the useful lives of fixed assets (Refer note 2 (d)), the unamortized depreciable amounts have been charged over the revised remaining useful life of
the assets. Consequently, the depreciation charge for the year ended 31 March 2010 is lower by Rs. 3,190.22 Lacs.
Shopper's Stop Ltd.
4) Depreciation, Amortisation and Impairment for the year includes impairment loss of Rs. 43.25 Lacs (Previous year Rs. 704.60 Lacs).
Notes to Consolidated Financial Statements Shopper's Stop Ltd.
Mar-10 Mar-09
8. INVESTMENTS (Trade, Long term at cost, unquoted)
Stargaze Properties Private Limited 0.10 0.10
1,000 equity shares of Rs. 10/- each Fully paid
Retailers Association of India 1.00 1.00
10,000 equity shares of Rs. 10/- each Fully paid
Aesthetic Realtors Private Limited
66 Equity Shares of Rs. 10/- each Fully Paid 0.01 0.01
In Associate Company:
Hypercity Retail (India) Limited (including goodwill of Rs. 20.49 Lacs) 20.49 20.49
180,500 Equity Shares of Rs. 10/- each Fully Paid
Less: Share of Loss of associate Company
(restricted to the value of investment) (20.49) — (20.49)
— —
3,99,00,000 (Previous year 3,04,00,000), 7% Cumulative Redeemable 3,990.00 3,040.00
Preference Shares of Rs. 10/- each Fully Paid
Others:
Investments in Government Securities (N.S.C) 0.02 0.02
3,991.13 3,041.13
9. INVENTORIES
(At lower of cost and Net realisable value)
Retail merchandise 14,989.32 14,498.10
Share in Joint Venture 915.80 1,351.26
15,905.12 15,849.36
10. SUNDRY DEBTORS
(unsecured)
Debts outstanding for more than 6 months
– Considered good 86.21 117.99
– Considered doubtful 46.40 13.90
– Other Debts, considered good 1,024.49 1,036.10
1,157.10 1,167.99
Less: Provision for doubtful debts 46.40 13.90
1,110.70 1,154.09
Share in Joint Venture 112.52 507.81
1,223.22 1,661.90
11. CASH AND BANK BALANCES
Cash on hand (including cheques on hand) 155.37 120.38
Balances with scheduled banks:
– In Current accounts 281.69 1,621.30
– In Deposit accounts 13.00 2.00
– In Margin Money account (under lien against bank guarantee) 22.87 19.70
472.93 1,763.38
Share in Joint Venture 449.19 421.91
922.12 2,185.29
Mar-10 Mar-09
12. LOANS AND ADVANCES
(unsecured, considered good unless otherwise stated)
Loans (including accrued interest) to Group companies 5,386.80 2,913.48
Due from suppliers 1,233.47 1,465.18
Advances recoverable in cash or in kind or for value to be received:
Premises and other deposits 10,510.30 10,766.30
Service Tax Input Credits available 1,026.08 1,669.53
Prepayments 511.10 620.39
Income taxes paid (net of provision for tax) 792.38 1,321.20
Others 1,336.72 1,590.83
20,796.85 20,346.91
Less: Provision 393.73 —
20,403.12 20,346.91
Share in Joint Venture 1,714.14 2,514.27
22,117.26 22,861.18
Note:
Considered Good 22,117.26 22,861.18
Considered Doubtful 393.73 —
22,510.99 22,861.18
13. CURRENT LIABILITIES AND PROVISIONS
Current Liabilities
Sundry creditors 26,262.70 25,457.54
Security deposits 332.48 133.74
Other Liabilities 625.00 1,274.34
27,220.18 26,865.62
Share in Joint Venture 1,423.27 2,012.98
28,643.45 28,878.60
Provisions
For Proposed Dividend 523.72 —
For Corporate Dividend Tax 86.99 —
For Leave Encashment 179.91 148.88
790.62 148.88
Share in Joint Venture 8.87 12.45
799.49 161.33
29,442.94 29,039.93
14. OTHER RETAIL OPERATING INCOME
Facility management fees 634.17 607.80
Income from store displays and Sponsorship Income 485.42 782.10
Direct Marketing Income 428.16 420.80
Relinquishment of development rights (Refer note below) 660.18 —
Income from franchisees 234.14 218.14
2,442.07 2,028.84
Share in Joint Venture 212.60 288.78
2,654.67 2,317.62
Note:
The Company received Rs. 660.18 lacs as consideration towards relinquishment
of future development rights to open Mothercare Standalone Stores.
15. OTHER INCOME
Interest income 631.93 370.90
Miscellaneous income and credits 152.66 259.36
Profit on sale of fixed assets (net) 85.77 —
Foreign Exchange Gain (net) 51.43 —
921.79 630.26
Share in Joint Venture 24.79 34.22
946.58 664.48
Mar-10 Mar-09
16. COST OF GOODS SOLD
(Including concession purchases)
Opening stock 14,498.10 18,193.70
Add: Purchases 88,865.34 76,985.50
Less: Closing stock 14,989.32 14,498.10
88,374.12 80,681.10
Share in Joint Venture 1,845.98 792.63
90,220.10 81,473.73
17. EMPLOYEE COSTS
Salaries, allowance and bonus 8,200.48 8,388.20
Contribution to Provident and other funds 370.25 393.75
Stock compensation expense — 5.30
Staff welfare expenses 199.60 289.40
8,770.33 9,076.65
Share in Joint Venture 427.81 425.42
9,198.14 9,502.07
18. OPERATING AND ADMINISTRATIVE EXPENSES
Insurance 57.52 81.81
Lease rent and hire Charges 13,769.72 13,706.40
Business conducting fees 986.46 1,270.70
Rates and taxes 47.43 91.27
Repairs and maintenance
– Buildings 2,474.61 2,219.40
– Others 557.14 515.05
Legal and professional fees 323.10 401.06
Housekeeping charges 479.92 616.13
Security charges 705.89 785.19
Computer expenses 791.79 715.20
Conveyance and travelling expenses 723.92 464.07
Clearing & Forwarding charges 591.61 1,475.71
Electricity charges 3,494.19 3,543.40
Advertisement and publicity 1,614.12 3,019.68
Sales promotion 1,872.31 1,990.30
Charges on credit card transactions 889.90 833.07
Packing materials 485.72 518.20
Loss on Sale of Fixed Assets (net) — 183.71
Provision for Advances/Doubtful Debts 427.73 —
Service Tax Input credit written off 753.37 777.67
Miscellaneous expenses 1,302.83 2,438.31
32,349.28 35,646.33
Share in Joint Venture 2,509.39 1,705.35
34,858.67 37,351.68
19. INTEREST AND FINANCE CHARGES
Interest
– On fixed loans from banks 1,493.65 1,404.40
– On Other Loans 646.72 1,132.39
Finance charges 66.04 95.25
2,206.41 2,632.04
Share in Joint Venture 336.87 291.79
2,543.28 2,923.83
20. Retail Turnover in the Profit and Loss Account indicates the gross volumes of business and operations.
The agreements are executed for periods ranging from 33 to 288 months with a non cancellable period at the beginning of the
agreement ranging from 33 to 108 months and having a renewable clause.
29. Derivatives
a) The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations.
The following are the outstanding Forward Exchange Contracts entered into by the Company:
Payable for purchase of Merchandise 244.33 GBP 3,60,303 310.52 GBP 4,26,178
82.24 USD 1,82,728 5.89 USD 11,561
Payable towards Royalty 59.70 USD 1,32,646 67.25 USD 132,000
31.92 GBP 47,065 127.30 GBP 174,772
Receivable on account of Royalty 21.67 GBP 31,960 54.60 GBP 75,000
33. The Company allotted 4,000,000 warrants to Promoters on 29 December 2009. Each warrant is convertible at the option of the
Promoters, into one Equity Share at a price of Rs. 307.18/- at any time before the expiry of 18 months from the date of allotment.
34. Figures of the previous year are regrouped and reclassified wherever necessary to correspond to the figures of the current year.