Financial Performance (Amount in `)

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1 Directors Report Dear Members, Your Directors hereby present the Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, Financial Performance (Amount in `) Particulars Year ended March 31, 2016 Year ended March 31, 2015 Other Income 23,272 28,396 Total Revenues 23,272 28,396 (Loss) before Depreciation & Tax (4,618) (6,216) Less: Depreciation (Loss) before Taxation (4,618) (6,216) Less: Taxation (Excess provision of tax of earlier years) 601 (Loss) after Taxation (4,017) (6,216) Add/(Less): Balance brought forward from previous year (353,559) (347,343) Balance Carried Forward (357,576) (353,559) Share Capital During the year under review there has been no change in the authorised, issued and paid up share capital of the Company. Dividend Your Directors do not recommend dividend on account of loss incurred by the Company. Directors In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Govind Shrikhande (DIN ), Director retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his re-appointment. Mr. Yasin Virani (DIN ) resigned as a Director of the Company w.e.f. July 27, The Board of Directors recorded its sincere appreciation and recognition of the valuable contribution made by him during his association with the Company. Mr. Manohar Kamath (DIN ) who was appointed as an Additional Director of the Company w.e.f. July 27, 2015, has resigned from the directorship w.e.f. April 20, Pursuant to provisions of Section 161 of the Companies Act, 2013, Mr. BVM Rao (DIN ) has been appointed as an Additional Director of the Company, who holds office as a Director upto the date of ensuing Annual General Meeting of the Company. The Company has received requisite notice under Section 160 of the Companies Act, 2013, from a member proposing his appointment as a Director of the Company. The Board recommends his appointment as a Director of the Company, who shall be liable to retire, by rotation. Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo Since there were no operations during the year under review, your Company did not have any scope for taking steps and initiatives regarding conservation of energy and technology absorption. Your Company does not have any Foreign Exchange Earnings and outgo. Annual Report

2 Directors Report Disclosures Extract of Annual Return: The details forming part of extract of the annual return in form MGT-9 is annexed herewith as Annexure I. Meetings of the Board of Directors: During the year under review, the Board of Directors met four times i.e. on 27th April, 2015, 27th July, 2015, 26th October, 2015 and 27th January, The maximum interval between any two Meetings during this period does not exceed 120 days. Other Disclosures: The Board of Directors state that no disclosure and/or reporting is required in respect of the following items as there were no transactions on these items during the year under review: Details relating to deposits covered under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, Issue of shares (including sweat equity shares) to employees of the Company. Issue of equity shares with differential rights as to dividend, voting or otherwise. The Company has no Managing Director or Whole Time Director and accordingly disclosure of receipt of any remuneration or commission by them from its Holding Company are not applicable. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operations in future. The Company has not entered into any related party transactions during the year under review. The Company does not have any transaction of loans, guarantees and investments as covered under the provisions of Section 186 of the Companies Act, There were no companies which has become/ceased to be the Subsidiaries, Joint Venture s or Associates of the Company during the year under review. There are no material changes and commitments affecting the financial position of the Company occurred between March 31, 2016 and the date of this Board of Directors Report. During the year under review, as there were no employees in the Company, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, Directors Responsibility Statement Pursuant to the requirements of Section 134 of the Companies Act, 2013, the Board of Directors confirms that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) appropriate accounting policies have been selected and applied them consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the year ended on March 31, 2016; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) the proper systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively. Auditors M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai, who are the Statutory Auditors of the Company, hold office till the financial year ending on March 31, 2019, subject to ratification of their appointment at every Annual General Meeting of the Company pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder. Annual Report

3 Directors Report It is proposed to ratify appointment of M/s. G. M. Kapadia & Co. as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the Sixteenth Annual General Meeting of the Company. The Auditors Report to the members for the year under review does not contain any qualification, reservation or adverse remark or disclaimer. The Auditor has not reported any fraud to the Company required to be disclosed under Section 143(12) of the Act. The provisions of Secretarial Audit, prescribed under Section 204 of the Companies Act, 2013 are not applicable to the Company. Employees Your Company does not have any employee as on March 31, Acknowledgement We are deeply grateful to Shoppers Stop Ltd., the Holding Company, for the confidence and faith that they have reposed in us. For and on behalf of the Board of Directors of Shopper s Stop.Com (India) Limited Mumbai April 28, 2016 Govind Shrikhande Chairman (DIN: ) Annual Report

4 Annexure to the Directors' Report Annexure I I EXTRACT OF ANNUAL RETURN As on the Financial Year ended on [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014] REGISTRATION & OTHER DETAILS FORM NO. MGT-9 i CIN U72900MH2000PLC ii Registration Date 11th February, 2000 iii Name of the Company Shopper's Stop.Com (India) Limited iv Category/Sub-category of the Company Company Limited by Shares/Indian Non-Government Company v Address of the Registered office & contact details vi Whether listed Company No vii II Sr. No. Name, Address & contact details of the Registrar & Transfer Agent, if any PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Eureka Towers, 9th Floor, B-Wing, Mindspace, Link Road, Malad (West), Mumbai All the business activities contributing 10% or more of the total turnover of the Company shall be stated:- Name & Description of main Products/Services N.A. NIC Code of the Product/Service % to Total Turnover of the Company III Sr. No. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES Name & Address of the CIN Holding/Subsidiary/ Company Associate 1 Shoppers Stop Limited Eureka Towers, 9th Floor, B-Wing, Mindspace, Link Road, Malad (West), Mumbai The Company has no subsidiaries or associate companies. % of Shares Held Applicable Section L51900MH1997PLC Holding Company 100% Section 2(46) of the Companies Act, 2013 Annual Report

5 Annexure to the Directors' Report Annexure I IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS % TO TOTAL EQUITY) AS ON MARCH 31, 2016 (i) Category-wise Share Holding Category of Shareholders A. Promoters (1) Indian No. of Shares held at the beginning of the year (i.e. as on April 1, 2015) Demat Physical Total % of Total Shares No. of Shares held at the end of the year (i.e. as on March 31, 2016) Demat Physical Total % of Total Shares % change during the year a) Individual/HUF b) Central Government/State Government(s) c) Bodies Corporates 0 50,000 50, ,000 50, d) Financial Institutions/Banks e) Any other SUB TOTAL: (A)(1) 0 50,000 50, ,000 50, (2) Foreign a) NRI- Individuals b) Other Individuals c) Bodies Corporate d) Bank/Financial Institutions e) Any other SUB TOTAL: (A)(2) Total Shareholding of Promoter 0 50,000 50, ,000 50, (A) = (A)(1)+(A)(2) B. PUBLIC SHAREHOLDING (1) Institutions a) Mutual Funds b) Financial Institutions/Banks c) Central Government/State Government(s) d) Venture Capital Funds Annual Report

6 Annexure to the Directors' Report Annexure I e) Insurance Companies f) Foreign Institutional Investors g) Foreign Venture Capital Funds h) Others (specify) SUB TOTAL (B)(1): (2) Non-Institutions a) Bodies Corporates b) Individuals i) Individual shareholders holding nominal share capital upto ` 1 lac ii) Individuals shareholders holding nominal share capital in excess of ` 1 lac c) Others (specify) SUB TOTAL (B)(2): Total Public Shareholding (B) = (B)(1)+(B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 0 50,000 50, ,000 50, (ii) Shareholding of Promoters as on March 31, 2016 Sr. No. Shareholders Name No. of Shares Shareholding at the beginning of the year (i.e. as on April 1, 2015) % of total Shares of the Company No. of Shares Pledged % of shares Pledged Encumbered to total Shares No. of Shares Shareholding at the end of the year (i.e. as on March 31, 2016) % Change in Share % of total Shares of the Company No. of Shares Pledged % of Shares Pledged Encumbered to total Shares holding during the year 1 Shoppers Stop Limited 50, , Annual Report

7 Annexure to the Directors' Report Annexure I (iii) Change in Promoter's Shareholding (Specify if there is no change) There is no change in the Promoter's Shareholding. (iv) Sr. No. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs) Particulars Shareholding at the beginning of Shareholding at the end of the the year (i.e. as on April 1, 2015) year (i.e. as on March 31, 2016) For Each of the Top 10 Shareholders No. of shares % of total shares of the Company No. of shares % of total shares of the Company 1 NA NA NA NA NA (v) Shareholding of Directors and Key Managerial Personnel Sr. No. For Each of the Directors and KMP Shareholding at the beginning of the year (i.e. as on April 1, 2015) Shareholding at the end of the year (i.e. as on March 31, 2016) Name of the Directors No. of shares % of total shares of the Company No. of shares % of total shares of the Company 1 Mr. Govind Shrikhande 2 Mr. Yasin E Virani NA NA 3 Mr. Sanjay Chakravarti 4 Mr. Manohar Kamath NA NA V INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Particulars Secured Loans Unsecured Deposits Excluding Deposits Loans Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due NIL Total (i+ii+iii) Change in Indebtedness during the financial year Additions Reduction NIL Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due NIL Total (i+ii+iii) (` In Lacs) Total Indebtedness Annual Report

8 Annexure to the Directors' Report Annexure I VI Remuneration of Directors and Key Managerial Personnel A. Remuneration to Managing Director (MD)/Whole Time Director (WTD) and/or Manager Sr. Particulars of Remuneration Name of MD, WTD and/or Manager No. 1 Gross salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 (b) Value of perquisites under Section 17(2) of the Income Tax Act, 1961 (c ) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 Nil, since there is no Managing Director, 2 Stock option Whole Time Director or Manager of the 3 Sweat Equity Company 4 Commission as % of profit 5 Others (specify) Total (A) Ceiling as per the Act Specified % of the net profits of the Company B. Remuneration to other directors: 1 Independent Directors Sr. No. Particulars of Remuneration Name of the Directors (a) Fee for attending Board meetings (b) Commission (c) Others, please specify Total B(1) 2 Other Non-Executive Directors Sr. Particulars of Remuneration No. Mr. Govind Shrikhande Mr. Yasin E Virani Name of the Directors Mr. Sanjay Chakravarti Mr. Manohar Kamath Total Amount (a) Fee for attending Board meetings (b) Commission (c) Others, please specify Total B(2) Total (B) = (B1+B2) Ceiling as per the Act 1% of the net profits of the Company Annual Report

9 Annexure to the Directors' Report Annexure I C. Remuneration to Key Managerial Personnel Other than Md/Manager/Wtd Sr. No. Key Managerial Personnel Particulars of Remuneration 1 Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 (b) Value of perquisites under Section 17(2) of the Income Tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, Stock Option 3 Sweat Equity 4 Commission as % of profit 5 Others Total Total VII Penalties/Punishment/Compounding of Offences A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding Type C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed NIL Authority (RD/NCLT/ Court) Appeal made if any (give details) Annual Report

10 Auditors' Report To, THE MEMBERS OF SHOPPER'S STOP.COM (INDIA) LTD Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of SHOPPER'S STOP.COM (INDIA) LTD ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its loss and its cash flows for the year ended on that date. Annual Report

11 Auditors' Report Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2016 ( the Order ), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure "A" statement on the matters specified in Paragraph 3 and 4 of the said Order, to the extent applicable. 2. As required by Section 143(3) of the Act, we report that: (a) We have sought and 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 Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, (e) On the basis of the written representations received from the directors as on March 31, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164(2) of the Act. (f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and (g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigation, which would impact its financial position in its financial statement. ii. iii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. There were no amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company. For G. M. Kapadia & Co. Chartered Accountants (Firm Registration No W) Atul Shah Place : Mumbai Partner Date : April 28, 2016 (Membership No ) Annual Report

12 Annexure "A" to the Auditors' Report The annexure referred to in Independent Auditor's Report to the members of the Company on the standalone financial statement for the year ended March 31, 2016, we report that; i. As explained to us Company did not have any fixed assets, hence sub clause (a) regarding maintenance of proper records showing full particulars, including quantitative details and situation of fixed assets; (b) regarding procedure of physical verification by the management during the year and any material discrepancies noticed on such verification; and (c) regarding the title deeds of immovable properties classified as fixed assets are being held in the name of the Company; are not applicable. ii. iii. iv. As explained to us Company did not have any inventories of finished goods, stores, spare parts and raw material. Consequently, clause (ii) of paragraph 3 of the Order regarding physical verification of inventories and maintenance of records is not applicable; The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act, with respect to loans and investments made; v. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in Sections 73 to 76 or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company. We have been informed that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal; vi. The Company is not engaged in production, processing, manufacturing or mining activities. Therefore, the provisions of clause (vi) of paragraph 3 of the Order relating to maintenance of cost records are not applicable; vii. (a) According to the information and explanations given to us and on the basis of our examination of records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues have been regularly deposited during the year by the Company with the appropriate authorities; According to the information and explanations given to us no undisputed amount payable in respect of outstanding statutory dues were in arrears as at March 31, 2016 for a period of more than six months from the date they became payable; (b) According to the information and explanations given to us, there are no outstanding disputed dues payable by the Company in case of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues as on March 31, 2016; viii. The Company does not have any borrowings from financial institutions, bank, government and debenture holders and therefore clause (viii) of paragraph 3 of the Order is not applicable; ix. In our opinion and according to the information and explanations given to us and based on the records examined by us the term loan have been applied for the purpose for which the loan were obtained; However, the Company did not raise any money by way of initial public offer or further public offer or debt instrument; x. During the course of our examination of the books and records of the Company carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year; xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not paid/provided managerial remuneration. Accordingly, clause (xi) of paragraph 3 of the Order is not applicable; xii. In our opinion and according to the information and explanations given to us, the Company is not Nidhi Company. Accordingly, clause (xii) of paragraph 3 of the Order is not applicable; Annual Report

13 Annexure "A" to the Auditors' Report xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards; xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placements of shares or partly convertible debentures during the year; xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, clause (xv) of paragraph 3 of the Order is not applicable; xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934; For G. M. Kapadia & Co. Chartered Accountants (Firm s Registration No W) Atul Shah Place : Mumbai Partner Date : April 28, 2016 (Membership No ) Annual Report

14 Annexure "B" to the Auditors' Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( the Act ) We have audited the internal financial controls over financial reporting of SHOPPER'S STOP.COM (INDIA) LTD ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ( ICAI ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, Auditors Responsibility Our responsibility is to express an opinion on the Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company s assets that could have a material effect on the financial statements. Annual Report

15 Annexure "B" to the Auditors' Report Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For G. M. Kapadia & Co. Chartered Accountants Firm Registration No W Place: Mumbai Date: April 28, 2016 Atul Shah Partner Membership No Annual Report

16 Balance Sheet as at 31 March, 2016 Notes 31st March, 2016 (All amounts in Indian Rupees) 31st March, 2015 EQUITY AND LIABILITIES SHAREHOLDERS FUNDS Share capital 3 500, ,000 Reserves and surplus 4 (357,576) (353,559) 142, ,441 SHARE APPLICATION MONEY PENDING ALLOTMENT NON-CURRENT LIABILITIES CURRENT LIABILITIES Trade payable Total outstanding dues of micro enterprises and small enterprises Total outstanding dues of creditors other than micro enterprises and small enterprises Other current liabilities 5 161, , , ,484 TOTAL 303, ,925 ASSETS NON-CURRENT ASSETS CURRENT ASSETS Cash and bank balances 6 280, ,218 Short-term loans and advances 7 23,331 23, , ,925 TOTAL 303, ,925 Summary of significant accounting policies 2 Refer accompanying notes 1 to 14. These notes 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 G. M. Kapadia & Co. Govind Shrikhande Chartered Accountants Director Firm Registration No W DIN: Atul Shah Sanjay Chakravarti Partner Director Membership No DIN: Place: Mumbai Date : 28 April, 2016 Annual Report

17 Statement of Profit and Loss for the year ended 31 March, 2016 Notes (All amounts in Indian Rupees) For the year ended 31st March, 2016 For the year ended 31st March, 2015 INCOME Revenue from operations Other income 8 23,272 28,396 Total Revenue 23,272 28,396 EXPENDITURE Other expenses 9 27,890 34,612 Total Expenses 27,890 34,612 Loss Before Tax (4,618) (6,216) Tax Expense: Current tax Excess provision for tax of earlier years 601 Loss for the year (4,017) (6,216) No. of equity shares of ` 10 each 50,000 50,000 Earning/(loss) Per Share Basic & diluted (in `) (0.08) (0.12) Summary of significant accounting policies 2 Refer accompanying notes 1 to 14. These notes 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 G. M. Kapadia & Co. Govind Shrikhande Chartered Accountants Director Firm Registration No W DIN: Atul Shah Sanjay Chakravarti Partner Director Membership No DIN: Place: Mumbai Date : 28 April, 2016 Annual Report

18 Statement of Cash Flows for the year ended 31 March, 2016 (All amounts in Indian Rupees) For the year ended 31st March, 2016 For the year ended 31st March, 2015 Cash Flows from Operating Activities Net Loss Before tax (4,017) (6,216) Adjustments for: Interest income (23,272) (28,396) Operating Loss Before Working Capital Changes (27,289) (34,612) Increase in inventories (Increase)/decrease in sundry debtors Increase in loans and advances (130) Increase in current liabilities and provisions 22,740 27,489 Cash Generated from Operations (4,679) (7,123) Income taxes paid 229 Net Cash Outflow from Operating Activities (4,679) (6,894) Cash Flow from Investing Activities Receipt of interest income 23,778 23,643 Cash Flow from Investing Activities 23,778 23,643 Proceeds from unsecured loans (net) Payment of interest and finance charges Cash Flows from Financing Activities Net Increase in Cash and Cash Equivalents 19,099 16,749 Cash and cash equivalents as at beginning of the year 261, ,469 Cash and cash equivalents as at the end of the year 280, ,218 19,099 16,749 Refer accompanying notes 1 to 14. These notes 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 G. M. Kapadia & Co. Govind Shrikhande Chartered Accountants Director Firm Registration No W DIN: Atul Shah Sanjay Chakravarti Partner Director Membership No DIN: Place: Mumbai Date : 28 April, 2016 Annual Report

19 Notes to the Financial Statements for the year ended 31 March, 2016 Significant Accounting Policies and Notes to the financial statements 1) BACKGROUND The operations of the company have been closed in February However accounts have been prepared on going concern basis as the company proposes to restructure its operations. The Company is a wholly owned subsidiary of Shoppers Stop Limited (SSL). SSL has committed to provide the necessary level of financial support to the Company to enable it to operate. 2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (To the extent applicable) a) Basis of Preparation of Financial Statements The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, In accordance with first proviso to Section 129(1) of the Act and Clause 6 of the General Instructions given in Schedule III to the Act, the terms used in these financial statements are in accordance with the Accounting Standards as referred to herein. All assets and liabilities have been classified as current or non-current as per the Company s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as less than 12 months for the purpose of current non-current classification of assets and liabilities. 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/materialise. c) Revenue Recognition Revenue is recognised when it is earned and no significant uncertainty exists as to its realisation or collection. d) Income Taxes 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 to/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 realised. e) 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 attributable to equity shareholders 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 Annual Report

20 Notes to the Financial Statements for the year ended 31 March, 2016 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. f) 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 demand deposits with banks. g) Provision and 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. h) Accounting Policies are furnished only to the extent applicable to the Company. Annual Report

21 Notes to the Financial Statements for the year ended 31 March, 2016 (All amounts in Indian Rupees) 31st March, st March, SHARE CAPITAL 3.1 Authorised: 2,50,000 (2,50,000) equity shares of ` 10/- each 2,500,000 2,500, Issued, Subscribed and fully paid-up shares 50,000 (50,000) equity shares of ` 10/- each fully paid-up 500, , Shares held by holding/ultimate holding company and/or their subsidiaries/associates: 31 March, March, 2015 Particulars: Numbers Amt. in 000 Numbers Amt. in 000 Equity shares Shoppers Stop Limited, the Holding Company 3.4 Details of shareholders holding more than 5% shares in the Company: 31 March, , , , , March, 2015 Particulars: No. of Shares % of holding No. of Shares % of holding Equity shares Shoppers Stop Limited, the Holding Company 50, % 50, % 50, % 50, % 3.5 Rights, preference and restrictions attached to shares: Equity Shares The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, in proportion to the number of equity shares held by the shareholders. 3.6 Reconciliation of shares outstanding at the beginning and end of the year: 31 March, March, 2015 Particulars: Numbers Amt. in ` Numbers Amt. in ` Equity shares At the beginning of the year 50, ,000 50, ,000 Issued during the year At the end of the year 50, ,000 50, ,000 Annual Report

22 Notes to the Financial Statements for the year ended 31 March, 2016 (All amounts in Indian Rupees) 31st March, st March, RESERVES AND SURPLUS Deficit in the statement of profit and loss Balance as at the beginning of the year (353,559) (347,343) Transferred from deficit in the statement of Profit and Loss (4,017) (6,216) Balance as at the end of the year (357,576) (353,559) 5. OTHER CURRENT LIABILITIES Other payables 161, , , , CASH AND BANK BALANCES Balances with scheduled banks: in Current accounts 45 2,825 Cash on hand Other Bank Balance Deposits with original maturity for more than 3 months but less than 12 months 280, , , , SHORT-TERM LOANS AND ADVANCES (Unsecured, considered good unless provided for) Interest Receivable on Fixed Deposits 13,747 14,253 Advance Tax (net of provision for tax) 9,584 9, OTHER INCOME 23,331 23,707 Interest on Fixed Deposit 23,195 28,107 Interest on Income Tax Refund ,272 28, OTHER EXPENSES Auditors Remuneration - Statutory Audit Fees 13,740 13,484 Other administrative expenses 11,650 18,628 Profession tax 2,500 2,500 27,890 34,612 Annual Report

23 Notes to the Financial Statements for the year ended 31 March, Additional information required to be disclosed to the extent it is applicable to the Company: Particulars Year ended March 31, 2016 (All amounts in Indian Rupees) Year ended March 31, 2015 i) CIF Value of Imports ii) Expenditure in foreign currency iii) Earning in foreign currency 11. Related party disclosures Names of related parties and description of relationship: Holding Company: Shoppers Stop Limited Following are the transaction with related parties for the Year ended 31st March, 2016 Nature Holding Company Total Balance outstanding at the year end Payables 134, , Shoppers Stop Limited 134, , (125,000.00) (125,000.00) The figure in bracket pertain to previous year 12. 'The main object of the Company is to provide services to group companies. This is the only reportable segment as per Accounting Standard 17 on Segment Reporting. 13. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006 The company has not received any intimation from its suppliers of being registered under Micro, Small and Medium Enterprises Development Act, However, the company generally makes payment to all its suppliers within the agreed credit period. Hence the necessary disclosure required for MSME under Schedule III of the Companies Act, 2013 are as under : March 31, 2016 March 31, 2015 a) As stated above, there is no principal amount and interest due thereon remaining unpaid to any MSME supplier at the year end; b) During the year neither any interest was paid by the buyer in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, nor any principal amount of the payment was made to the MSME supplier beyond the appointed day; c) Since there is no amount payable to MSME supplier, no amount of interest was due and payable for the period of delay in making the payment and any interest thereon under the Micro, Small and Medium Enterprises Development Act, 2006; d) As specified in above clauses there is no amount of interest accrued at the end of the year; e) Further there is no amount of interest remaining due and payable in the succeeding years for the purpose of disallowance of a deductible expenditure under Section 23 of the Micro, Small and Medium Enterprises Development Act, Annual Report

24 14. Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/ disclosures. As per our attached report of even date. For and on behalf of the Board of Directors For G. M. Kapadia & Co. Govind Shrikhande Chartered Accountants Director Firm Registration No W DIN: Atul Shah Sanjay Chakravarti Partner Director Membership No DIN: Place: Mumbai Date : 28 April, 2016 Annual Report