MIRA INFORM REPORT

Report Date :

10.12.2012

IDENTIFICATION DETAILS

Name :	HYPERCITY RETAIL (INDIA) LIMITED (w.e.f. 30.03.2011)
Formerly Known As :	HYPERCITY RETAIL (INDIA) PRIVATE LIMITED (w.e.f. 04.03.2005) RAINBOW RETAIL PRIVATE LIMITED
Registered Office :	Plot No. C-30, Block ‘G’, Opposite SIDBI, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	27.05.2004
Com. Reg. No.:	11-146577
Capital Investment / Paid-up Capital :	Rs.2799.500 Millions
CIN No.: [Company Identification No.]	U52510MH2004PLC146577
TAN No.: [Tax Deduction & Collection Account No.]	MIUMR16595F
PAN No.: [Permanent Account No.]	AACCR8461K
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Retail Store Business
No. of Employees :	2000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (40)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 180000
Status :	Moderate
Payment Behaviour :	Unknown
Litigation :	Clear
Comments :	Subject is a well established and a reputed company having moderate track record. The promoters of the company appears to be reputed and experienced businessmen. The financial detail for the current year is missing from the government department and from the previous year record there appears huge accumulated losses. However, trade relations are reported to be fair. Business is active. Payments are reported unknown. In view of strong promoters company can be considered for business dealing with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country’s growth, which has averaged more than 7% per year since 1997. India’s diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India’s output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis – in large part because of strong domestic demand – and growth exceeded 8% year-on-year in real terms. However, India’s economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government’s fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India’s medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	A- (Long term Bank Facilities)
Rating Explanation	Having adequate degree of safety regarding timely servicing of financial obligation it carry low credit risk.
Date	April, 2011

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION PARTED BY

Name :	Mr. Rohit Mistry
Designation :	Assistant Manager in Finance
Contact No.:	91-9870004370
Date :	08.12.2012

LOCATIONS

Registered Office :	Plot No. C-30, Block ‘G’, Opposite SIDBI, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India
Tel. No.:	91-22-26564000/ 26002177
Mobile No.:	91-9870004370 (Mr. Rohit Mistry)
Fax No.:	91-22-26564909
E-Mail :	prashant.mehta@shppersstop.com rohit.mistry@hypercityindia.com bharat.sanghavi@shopperstop.com
Website :	http://www.hypercityindia.com
Area :	1000 Sq ft
Location :	Owned
Corporate Office 1 :	“Paradigm”, A Wing, 1^st Floor, Mindspace, Malad Link Road, Malad (West), Mumbai – 400 064, Maharashtra, India
Tel. No.:	91-22-40695555
Fax No.:	91-22-40032120
E-Mail :	feedback@hypercityindia.com
Location :	Owned
Corporate Office 2 :	Eureka Towers, C Wing, Mindspace, Malad (West), Mumbai, Maharashtra, India
Retail Stores :	Located at: · Mumbai · Thane · Jaipur · Hyderabad · Bangalore (2 Stores) · Amritsar · Ludhiana · Bhopal

DIRECTORS

As on: 30.07.2012

Name :	Mr. Chandru Lachmandas Raheja
Designation :	Chairman
Address :	Raheja House 53, A Pali Hill, Bandra (West), Mumbai – 400 050, Maharashtra, India
Date of Birth/Age :	12.10.1940
Qualification :	L.L.B
Date of Appointment :	27.05.2004
DIN No.:	00027979
PAN No.:	AAAPR5867Q
Name :	Mr. Nagesh Satyanarayan Basavanhalli
Designation :	Vice Chairman
Address :	Park Plaza, 81 and 82, 8^th Floor, B-Wing, New Yari Road, Versova, Andheri (West), Mumbai – 400 061, Maharashtra, India
Date of Birth/Age :	12.04.1959
Qualification :	Masters Management Studies
PAN No.:	AAEPB0301K
Date of Appointment :	23.05.2005
DIN No.:	00027595
Name :	Mr. Ravi Chandru Raheja
Designation :	Director
Address :	Raheja House 53, A Pali Hill, Bandra (West), Mumbai – 400 050, Maharashtra, India
Date of Birth/Age :	23.09.1971
Qualification :	B.Com and M.B.A
Date of Appointment :	27.05.2004
DIN No.:	00028044
PAN No.:	AADPR5769A
Name :	Mr. Neel Chandru Raheja
Designation :	Director
Address :	Raheja House 53, A Pali Hill, Bandra (West), Mumbai – 400 050, Maharashtra, India
Date of Birth/Age :	27.06.1974
Qualification :	M.com and L.L.B
Date of Appointment :	27.05.2004
DIN No.:	00029010
PAN No.:	AAAPR5866R
Name :	Mr. Deepak Keshav Ghaisas
Designation :	Director
Address :	B/61-62, Swapnashilp, Mahant Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India
Date of Birth/Age :	19.11.1957
Qualification :	B.Com, A.C.A, A.I.C.W.A, F.C.S
Date of Appointment :	23.09.2010
DIN No.:	00001811
PAN No.:	AABPG9317P
Name :	Mr. Nitin Jagubhai Sanghavi
Designation :	Director
Address :	15, Sunningdale Avenue, Leeds 17, London LS177SD, United Kingdom
Date of Birth/Age :	28.12.1948
Qualification :	B.SC (Hons), Msc, PHD, D.M.S.C, F.R.S.A
Date of Appointment :	23.09.2010
DIN No.:	00863107
Name :	Mr. Govind Shridhar Shrikhande
Designation :	Director
Address :	Flat No. 1801, 18^th Floor, Brooke Villa, Mughal Lane, Matunga (West), Mumbai – 400 016, Maharashtra, India
Date of Birth/Age :	07.09.1960
Qualification :	Graduate-Textiles and M.B.A
Date of Appointment :	25.07.2011
DIN No.:	00029419
PAN No.:	AMTPS0849J

KEY EXECUTIVES

Name :	Mr. Bharat Kanaklal Sanghavi
Designation :	Company Secretary and Manager
Address :	202, Bhoomi Garden, Mahavir Nagar, Kandivali (West), Mumbai – 400 067, Maharashtra, India
Date of Birth/Age :	05.04.1971
Date of Appointment :	01.09.2010
PAN No.:	APRPS4260C
Name :	Mr. Rohit Mistry
Designation :	Assistant Manager in Finance
Name :	Mr. Mark Ashman
Designation :	Chief Executive Officer
Date of Birth/Age :	47 Years
Qualification :	Kelsey Park School Beckenham Kent ; 9'0Level , '3 A level
PAN No.:	AMGPA3190H
Date of Appointment :	16.09.2010

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 30.07.2012

Names of Shareholders	No. of Equity Shares
Support Properties Private Limited jointly with Anbee Construction Private Limited, India	1
Support Properties Private Limited jointly with Cape Trading Private Limited, India	1
Support Properties Private Limited jointly with Capstan Trading Private Limited, India	1
Support Properties Private Limited jointly with Casa Maria Properties Private Limited, India	1
Support Properties Private Limited jointly with Palm Shelter Estate Development Private Limited, India	1
Shopper’s Stop Limited, India	484500
Support Properties Private Limited, India	227995
Eternus Logistics Private Limited, India	228000
Palm Shelter Estate Development Private Limited , India	950
Anbee Construction Private Limited, India	950
Cape Trading Private Limited, India	950
Capstan Trading Private Limited, India	950
Casa Maria Properties Private Limited, India	950
Raghukool Estate Development Private Limited, India	950
Ravi Chandru Raheja	950
Chandru Lachmandas Raheja	950
Jyoti Chandru Raheja	950
Neel Chandru Raheja	950
Total	950000

As on: 30.07.2012

Names of Shareholders	No. of Preference Shares
Casa Maria Properties Private Limited, India	279000
Raghukool Estate Development Private Limited, India	279000
Capstan Trading Private Limited, India	279000
Palm Shelter Estate Development Private Limited, India	279000
Anbee Constructions Private Limited, India	279000
Cape Trading Private Limited, India	279000
Chandru L Raheja	279000
Jyoti C Raheja	279000
Ravi C Raheja	279000
Neel C Raheja	279000
Shopper’s Stop Limited, India	199990000
K Raheja Corp Private Limited	55437255
Support Properties Private Limited, India	66960000
Eternus Logistics Private Limited, India	66960000
Total	392137255

As on 30.07.2012

Equity Share Break up	Percentage of Holding
Category
Bodies corporate	99.60
Directors or relatives of Directors	0.40
Total	100.00

BUSINESS DETAILS

Line of Business :	Retail Store Business
Imports :
Products :	· Sport Equipment · Furniture
Countries :	· Malaysia · China
Terms :
Selling :	Cash and Credit
Purchasing :	Cash and Credit

GENERAL INFORMATION

Customers :

Retailers, End Users and Corporate

No. of Employees :

2000 (Approximately)

Bankers :

· Industrial Development Bank of India Limited, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005, Maharashtra, India

· Yes Bank Limited, 9^th Floor, Nehru Centre, Discover of India, Dr. Annie Besant Road, Worli, Mumbai – 400 018, Maharashtra, India

· Indian Overseas Bank, Bandra (West) Branch, Radhaswami Apartments, 36^th TPS III, Mumbai – 400 050, Maharashtra, India

· Oriental Bank of Commerce, 181-A, Maker Tower (E) 18^th Floor, Cuffe Parade, Mumbai – 400 005, Maharashtra, India

· Industrial Development Bank of India Limited, MIDC Andheri Branch, Mumbai, Maharashtra, India

· Kotak Mahindra Bank, Nariman Point Branch, Mumbai, Maharashtra, India

· IDBI Bank Limited, 47, Opus Centre, Opposite Tunga Paradise, Central Road, MIDC, Andheri (East), Mumbai - 400093, Maharashtra, India

Facilities :

Secured Loans	As on 31.03.2011 Rs. in millions	As on 31.03.2010 Rs. in millions
A. Rupee term loans banks secured	481.656	1225.714
B. Working capital loans banks secured	270.000	0.000
C. Other debt secured	24.209	109.977
Total	775.865	1335.691

Notes

A. Secured by exclusive charge on the assets purchased from the Term Loan and by second charge on the current assets of the Company, present and future and corporate guarantees of K. Raheja Corporation Private Limited.

B. includes Rs.120.000 millions secured by first pari passu charge on current assets, present and future; Rs.124.209 millions further secured by second pari passu charge on the movable fixed assets, present and future; Rs.50.000 millions secured by subservient charge on the movable fixed asset, present and future of the Company. All the loans are further secured by corporate guarantees from K. Raheja Corporation Private Limited.

C. This includes bill discounting Rs.11.024 millions (Previous 29.835 millions) and buyers credit Rs.13.185 millions. Cash Credit Rs. NIL millions (Previous Year Rs.80.142 millions)

Unsecured Loans	As on 31.03.2011 Rs. in millions	As on 31.03.2010 Rs. in millions
A. Rupee term loans banks unsecured	0.000	250.000
B. Working capital loans banks unsecured	212.500	0.000
C. Other debt unsecured	1297.728	633.234
Total	1510.228	883.234

Notes

A. Against personal guarantee given by Promoter Director and Corporate guarantees of Pact Real Estate Private Limited.

B. Against Corporate guarantees given by K Raheja Corporation Private Limited.

C. This includes bill discounting Rs.49.928 millions (previous year 27.074 millions), loan from holding company Rs1247.800 millions (previous year Rs. 411.545 millions) and Other Loans NIL (previous year Rs.194.615 millions).

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai – 400 018, Maharashtra, India
Tel. No.:	91-22-66679000
Fax. No.:	91-22-66679100
PAN.:	AACFD4815A
Holding Company :	Shoppers Stop Limited CIN No.: L51900MH1997PLC108798
Fellow Subsidiaries :	Crossword Bookstores Limited CIN No.: U52396MH1999PLC122528
Companies under common control / Significant influence :	· Avacado Properties and Trading India Private Limited CIN No.: U70100MH2002PTC137766 · Ivory Properties and Hotels Private Limited CIN No.: U70100MH1982PTC026374 · Inorbit Malls(India) Private Limited CIN No.: U45200MH1999PTC117748 · Trion Properties Private Limited CIN No.: U45200MH2005PTC157367
Joint Venture :	Gateway Multichannel Retail (India) Limited CIN No.: U52100MH2007PLC170243
Related Party :	· K. Raheja Private Limited CIN No.: U45200MH1973PTC017018 · Eternus Real Estate Private Limited CIN No.: U60231MH2007PTC177037 · Support Properties Private Limited CIN No.: U70102MH2007PTC175633

CAPITAL STRUCTURE

After: 30.07.2012

Authorised Capital : Rs.4500.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.4130.872 Millions

As on: 30.07.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Equity Shares	Rs.10/- each	Rs.50.000 Millions
405000000	Preference Shares	Rs.10/- each	Rs.4050.000 Millions
	Total		Rs.4100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
950000	Equity Shares	Rs.10/- each	Rs.9.500 Millions
392137255	Preference Shares	Rs.10/- each	Rs.3921.373 Millions
	Total		Rs.3930.873 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Equity Shares (A)	Rs.10/- each	Rs.50.000 Millions
280000000	Preference Shares (B)	Rs.10/- each	Rs.2800.000 Millions
	Total		Rs.2850.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
950000	Equity Shares (C)	Rs.10/- each	Rs.9.500 Millions
279000000	Preference Shares (D)	Rs.10/- each	Rs.2790.000 Millions
	Total		Rs.2799.500 Millions

Notes

A. 5000000 Equity Shares of Rs.10/- each

B. 280000000 7% Preference Shares of Rs.10/- each

C. 950000 Equity Shares of Rs.10/- each :- of the above 484500 shares are held by Shoppers Stop Limited, the holding Company

D. i) 257000000 7% Compulsory Convertible Preference Shares (CCPS) of Rs.10/- each: Of the above 131070000 shares are held by Shoppers Stop Limited, the holding Company.

ii) (47000000 CCPS were issued during the year)

ii) (210000000 shares were converted from Redeemable to Compulsory Convertible Preference Shares)

iv) (Five CCPS of Rs.10/- each would be converted into One equity share of Rs.10/- each, fully paid-up at a premium of Rs.40/- per equity share, on August 31, 2017 or a prior date at the option of all the CCPS holders together by giving one month's written notice to the Company)

v) 22000000 7% Cumulative Redeemable Preference Shares of Rs.10/- each.(To be redeemed on or before March 28, 2016) (Of the above 11220000 shares are held by Shoppers Stop Limited, the holding Company)

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		2799.500	2109.500	1609.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(2753.877)	(2067.771)	(1516.821)
NETWORTH		45.623	41.729	92.679
LOAN FUNDS
1] Secured Loans		775.865	1335.691	815.084
2] Unsecured Loans		1510.228	883.234	1555.333
TOTAL BORROWING		2286.093	2218.925	2370.417
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2331.716	2260.654	2463.096
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1445.871	1372.960	596.502
Capital work-in-progress		84.789	57.502	427.312
Expenses awaiting Capitalization		0.000	0.000	241.017
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	707.749	542.652	267.951
	Sundry Debtors	84.247	68.854	17.306
	Cash & Bank Balances	92.107	20.105	10.004
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	527.413	907.604	1233.691
Total Current Assets		1411.516	1539.215	1528.952
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	519.418	623.578	324.613
	Other Liabilities	82.511	80.039
	Provisions	8.531	5.406	6.074
Total Current Liabilities		610.460	709.023	330.687
Net Current Assets		801.056	830.192	1198.265
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2331.716	2260.654	2463.096

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Operating Revenue	5671.569	3110.980	1960.789
		Other Income	36.365	242.001	133.209
		TOTAL	5707.934	3352.981	2093.998
Less	EXPENSES
		Consumption materials changes inventories	4499.182	2473.867	2485.964
		Employee related expenses	446.069	295.805
		Administrative, Selling other expenses	1048.549	662.318
		TOTAL	5993.800	3431.990	2485.964
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		(285.866)	(79.009)	(391.966)
Less	INTEREST / FINANCIAL CHARGES		273.638	395.100	161.414
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		(559.504)	(474.109)	(553.380)
Less/ Add	DEPRECIATION/ AMORTISATION		126.602	95.347	69.517
Less/ Add	EXCEPTIONAL ITEMS		0.000	18.507	238.642
	PROFIT/ (LOSS) BEFORE TAX		(686.106)	(550.949)	(861.539)
Less	TAX		0.000	0.000	3.711
	PROFIT/ (LOSS) AFTER TAX		(686.106)	(550.949)	(865.250)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(2067.770)	(1516.821)	(651.571)
	BALANCE CARRIED TO THE B/S		(2753.876)	(2067.770)	(1516.821)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	97.329	70.835	60.600
	TOTAL EARNINGS		97.329	70.835	60.600
	IMPORTS
		Purchase of Merchandise	87.189	20.609	76.641
		Capital Goods	8.226	2.721	95.410
		Software	2.755	3.354	0.000
	TOTAL IMPORTS		98.170	26.684	172.051
	Earnings Per Share (Rs.)		(925.89)	(732.04)	(910.79)

Particulars	31.03.2012
Sales Turnover [Approximately]	7250.000

Expected Sales (2012-13): Rs.8250.000 Millions.

The above information has been parted by Mr. Rohit Mistry.

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(12.02)	(16.43)	(41.32)
Net Profit Margin (PBT/Sales)	(%)	(12.10)	(17.71)	(43.94)
Return on Total Assets (PBT/Total Assets}	(%)	(24.01)	(18.92)	(40.53)
Return on Investment (ROI) (PBT/Networth)		(15.04)	(13.20)	(9.30)
Debt Equity Ratio (Total Liability/Networth)		63.49	70.17	29.14
Current Ratio (Current Asset/Current Liability)		2.31	2.17	4.62

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

(Rs. In Millions)

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors
Creditors due small micro enterprises	2.023	3.645
Creditors due others	517.395	619.933
Total	519.418	623.578	NA

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	Yes
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	Yes
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

COMPANY BACKGROUND

The Subject was incorporated on May 27, 2004 as a Private Limited Company. The Company became a Public Limited Company on March 30, 2007. The Company is engaged in the business of retailing mainly food and grocery, health and beauty products, fruits and vegetables, home ware and homecare products, furniture, appliances, multimedia, sports, toys and readymade garments. The Company has recently made a foray into the Real Estate business. As at 31 March 2011, the Company operated through 9 Hypercity stores located in different

cities of India.

PERFORMANCE REVIEW

During the year, the Company opened 2 new hypermarket stores at Bhopal and Ludhiana. The total retail space has increased by 18% from 8.3 lacs sq ft. to 9.8 lacs sq ft. The company has operated 7 stores for full year and has got encouraging, same store sales growth of 19% over the preceding year. The total revenues (net of taxes) for the Company was Rs.5543.000 millions, registering a growth of 82% year on year basis. During the year, the Company has earned revenue of Rs.10.200 millions from transfer of one option to purchase flats. Company continues to hold balance 19 options to purchase flats as on 31st March, 2011.

SUBSIDIARY COMPANY OF SHOPPERS STOP LIMITED

During the year, on June 30, 2010, Shoppers Stop Limited (SSL), has acquired additional 32% equity share capital and raised its shareholdings to 51% of equity share capital of the Company, and made the Company a Subsidiary of SSL. SSL has also acquired certain preference share capital of the Company. As on March 31, 2011, the 51% of equity and preference share capital of the Company is held by SSL.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U52510MH2004PLC146577
Name of the company	HYPERCITY RETAIL (INDIA) LIMITED
Address of the registered office or of the principal place of business in India of the company	Plot No. C-30, Block ‘G’, Opposite SIDBI, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India Email: bharat.sanghavi@shoppersstop.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10007721
Type of charge	· Book debts · Movable property (not being pledge)
Particular of charge holder	IDBI Bank Limited, 47, Opus Centre, Opposite Tunga Paradise, Central Road, MIDC, Andheri (East), Mumbai - 400093, Maharashtra, India E-mail: cy.dhuri@idbi.co.in
Nature of instrument creating charge	Supplemental Deed of Hypothecation dated October 15, 2012.
Date of instrument Creating the charge	08.11.2012
Amount secured by the charge	Rs. 450.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Cash Credit: BASE Rate +250 bps (Present effective - 13.25% p.a.) Working Capital Demand Loan : To be decided at the time of draw down. Terms of Repayment Cash Credit/ Working Capital Demand Loan - Repayable on demand / due date Letter of Credit - Honoring of commitments on due date Bank Guarantee - Return of original Guarantee on or before the date of expiry Margin Cash Credit / Working Capital Demand loan - 20% on stocks and book debts (not exceeding 90 days) of the Company. Letter of Credit, Bank Guarantee and Treasury Limit – NIL Extent and Operation of the charge For CC / WCDL/ Purchase Bills Discounting / Letters of Credit/ Buyers Credit and Bank Guarantee - First pari passu charge on all of the Company's stock and& book debts and other current assets, both present and future along with other lenders. Second pari passu charge on entire movable fixed assets, both present and future along with other lenders.
Date of instrument modifying the charge	08.11.2012
Particulars of the present modification	The amount secured by charge has been increased from Rs.300.000 Millions to Rs.450.000 Millions detailed as below : 1. Cash Credit (CC) increased from Rs.200.000 Millions to Rs.300.000 Millions 2. Letters of Credit / Buyers Credit increased from Rs. 100.000 Millions to Rs.150.000 Millions. Since, the Company has modified this charge from Rs.600.000 Millions to Rs.300.000 Millions on 8.11.2012, in clause 10, the said date only is mentioned instead of 15.10.12, the actual date of Deed of Hypothecation increasing charge from Rs.300.000 Millions to Rs.450.000 Millions.

CONTINGENT LIABILITIES (As on 31.03.2011)

· Claims against the Company not acknowledged as debts Rs.75.580 millions

1. -Income Tax matters Rs.34.703 millions

2. -Third Party Contractual claims Rs.40.877 millions

· Unpaid dividend on cumulative preference shares Rs.404.316 millions

· Pursuant to levy of service tax on renting of immoveable properties given for commercial use, retrospectively with effect from 1 June 2007 by the Finance Act, 2010, the Company has, based on a legal advice, challenged the said levy and, inter-alia, its retrospective application in various High Courts. An interim stay has been granted by various High Courts from recovery of the said service tax and the matter is pending. Accordingly, the Company has not provided for service tax aggregating to Rs.26.911 millions for the retrospective period upto 31 March 2010, which will be appropriately recognized on final determination.

FIXED ASSETS:

· Leasehold Improvement

· Plant and Machinery

· Office Equipments

· Furniture and Fixtures

· Computer Equipments

· Vehicles

· Electrical Installation

NEWS:

HYPERCITY RETAIL PARTNERS WITH ORACLE FOR INVENTORY MANAGEMENT TECH

19 APRIL 2012

Hypercity Retail India Limited, the hypermarket arm of Shoppers Stop Limited, has partnered with Oracle Retail Solutions to ramp up its in-store technology system for better management of inventory, store data, orders, promotions, payments, delivery and customer services.

This partnership will help the large-format retailer improve centralized inventory, financial processes and information governance across store locations, and reduce their integration costs. Oracle's point-of-service, central and back office applications will enable Hypercity to create a single platform for its hypermarket operations.

"This will help us offer a more personalized experience to our customers, and help us match their demands with our merchandise, daily promotions and other services," said Mark Ashman, chief executive officer of Hypercity. "It will also help us in optimizing our store operations and improving store-level functionality."

In a highly competitive retail environment, retaining customers is critical and most retail companies have been looking to make better use of advanced technology, in order to improve backend operations as well as point-of-sale services.

"Hypercity's approach to leveraging technology to build an experience platform that delivers a more holistic view of its stores, inventory and customer information will be the key to driving business performance and optimising the customer experience,” said Mike Webster, senior vice president and general manager, Oracle Retail.

HYPERCITY DEPLOYS ORACLE RETAIL TO OPTIMISE STORE OPERATIONS

19 APRIL 2012

HyperCity Retail India has implemented Oracle Retail solutions to integrate retail store operations and help deliver better insight into its 12-store hypermarket business to optimise sales, profitability, and customer service initiatives.

Commenting on the move, Mark Ashman, CEO, HyperCity Retail India, said: “Our investment in Oracle Retail solutions is enabling us not only to provide a more consistent customer experience in stores but also to optimise our performance by better matching consumer demand with merchandising and operational requirements. Ultimately, this will help HyperCity to continue to deliver that differentiated and superior shopping experience that we are committed to providing.”

According to the company officials, Oracle Retail's point-of-service, central, and back office will enable HyperCity to create a single, centralised platform for hypermarket operations to deliver a consolidated and accurate view of store data, customer information, compliance analysis, and item performance.

HyperCity has integrated Oracle Retail Stores applications with its existing Oracle E-Business Suite Financials, Oracle's PeopleSoft Human Capital Management, and Oracle Data Integrator to improve and leverage centralised inventory and financial processes and information governance across store locations, and reduce integration costs.

“HyperCity has distinguished itself as a leader in using the power of technology to provide an excellent experience to its customers with great product availability, attractive promotions and quick check outs. Hypercity is a valuable addition to our list of successful retailers worldwide using Oracle technology,” said Mukesh Mathur, Executive Director and Business Head, Oracle Retail India.

“In the highly competitive Indian retail environment, retaining customers is critical,” said Mike Webster, Senior Vice President and General Manager, Oracle Retail.

Webster further added: “HyperCity’s approach to leveraging technology to build an experience platform that delivers a more holistic view of its stores, inventory and customer information is key to driving business performance and optimising the customer experience.”

In addition, Oracle Retail solutions will integrate the existing Discovery Club customer loyalty programme and employee discount interfaces to allow HyperCity to coordinate activities, manage compliance, and provide a comprehensive view of the business.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.54.20
UK Pound	1	Rs.87.00
Euro	1	Rs.70.22

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		40

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.